Financial Crime World

Mandatory Solicitation of Proxy in Saint Lucia

Saint Lucia’s Companies Act (Chapter 13.01 of the Laws of Saint Lucia) outlines regulations regarding proxy solicitation and financial disclosure. This article will provide an overview of the key provisions.

Prohibited Solicitation

Section 143 prohibits companies from soliciting or accepting proxies obtained through fraudulent means, coercion, or misleading language.

Key Points:

  • No solicitation of proxies through fraudulent means
  • No acceptance of proxies obtained through coercion
  • No use of misleading or deceptive language in proxy solicitations

Documents for Registrar

Companies are required to provide the Registrar with certain documents, including:

Annual Financial Returns and Comparative Financial Statements

  • Section 149 outlines the requirements for annual financial returns and comparative financial statements.

Exemption by Registrar

The Registrar may exempt a company from certain requirements under the Act, but any such exemption must be approved in writing.

Proxy Attending Meeting

A proxy who attends a meeting on behalf of a shareholder has the same rights and privileges as the shareholder themselves (Section 145).

Key Points:

  • A proxy has the same rights and privileges as the shareholder
  • The proxy is acting on behalf of the shareholder

Share Registrants

Share registrants are responsible for maintaining accurate records of shareholdings (Section 146).

Key Responsibilities:

  • Maintaining accurate records of shareholdings
  • Ensuring accuracy and up-to-dateness of records

Governing Prohibition

The Act prohibits any person from making false or misleading statements in connection with a proxy solicitation (Section 147).

Penalties:

  • Making false or misleading statements is prohibited
  • Consequences for non-compliance not specified

Remedial Powers

The Registrar has the power to issue restraining orders and other remedies to enforce compliance with the Act (Section 148).

Key Powers:

  • Issuing restraining orders
  • Other remedies as necessary

Division G: Financial Disclosure

This division outlines the requirements for financial disclosure by companies, including submission of annual financial returns and comparative financial statements.

Requirements:

  • Submission of annual financial returns
  • Comparative financial statements

Register of Directors and Secretaries

Companies are required to maintain a register of directors and secretaries (Section 178), which must be updated regularly.

Key Responsibilities:

  • Maintaining accurate records of directors and secretaries
  • Ensuring accuracy and up-to-dateness of records

Substantial Shareholders Register

Companies are required to maintain a register of substantial shareholders, defined as those who hold at least 10% of the company’s shares (Section 181).

Key Responsibilities:

  • Maintaining accurate records of substantial shareholders
  • Ensuring accuracy and up-to-dateness of records

Records of Trusts

Companies are required to maintain records of trusts and other financial interests held by directors and officers (Section 186).

Key Responsibilities:

  • Maintaining accurate records of trusts and financial interests
  • Ensuring accuracy and up-to-dateness of records

Accounts, Minutes, and Other Records

Companies are required to maintain accurate and up-to-date records of financial transactions, minutes of meetings, and other relevant documents (Section 187).

Key Responsibilities:

  • Maintaining accurate records of financial transactions
  • Maintaining accurate records of minutes of meetings
  • Ensuring accuracy and up-to-dateness of records

Form of Records

Section 188 outlines the requirements for the form and content of company records, including the use of standardized forms.

Requirements:

  • Use of standardized forms
  • Compliance with Act’s requirements for record-keeping

Care of Records

Companies are required to maintain a duty of care for their records (Section 189), which includes ensuring accuracy, up-to-dateness, and proper storage.

Key Responsibilities:

  • Ensuring accuracy of records
  • Ensuring up-to-dateness of records
  • Properly storing records

Access to Records

Section 190 outlines the requirements for access to company records, including the right of shareholders and other stakeholders to inspect records upon request.

Rights:

  • Shareholders have the right to inspect records
  • Other stakeholders may also have access to records under certain circumstances