USVI Public Records

Three or more natural persons of lawful age may unite together by articles of incorporation to form a stock corporation, for any lawful business purpose or purposes not excluded from the operation of this chapter.

(a) The articles of incorporation shall set forth - (1) the name of the corporation, which shall not be the same as, nor so similar as to cause confusion with, the name of any other domestic corporation or foreign corporation admitted to do business in the United States Virgin Islands, and which shall be such as to indicate that it is a corporation as distinguished from a natural person or partnership; (2) the purpose or purposes for which the corporation is formed; (3) if the corporation is to be authorized to issue only one class of stock, the total number of shares of stock which the corporation shall have authority to issue and (A) the par value of each of such shares, or (B) a statement that all such shares are to be without par value; or, if the corporation is to be authorized to issue more than one class of stock, the total number of shares of all classes of stock which the corporation shall have authority to issue and (A) the number of the shares of each class thereof that are to have a par value and the par value of each share of each such class, and/or (B) the number of such shares that are to be without par value, and (C) a statement of all or any of the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, which are permitted by the provisions of section 91 of this title in respect of any class or classes of stock of the corporation and the fixing of which by the articles of incorporation is desired, and an express grant of such authority as it may then be desired to grant to the board of directors to fix by resolution or resolutions any thereof that may be desired but which shall not be fixed by the articles; (4) the minimum amount of capital with which the corporation will commence business, which shall not be less than $1,000; (5) the name of, and street address in, the town in which its principal office or place of business is to be located in the Virgin Islands, and the name of its resident agent, which agent may be either an individual or a corporation; (6) the period for which the corporation shall exist, if its life is limited; (7) the number of directors, which shall not be less than three, or a statement that the bylaws shall set the number of directors, which shall not be less than three; and (8) the names and places of residence of the persons forming the corporation. (b) In addition to the matter required to be set forth by subsection (a) of this section, the articles of incorporation may also contain - (1) any provision, not inconsistent with this chapter, regulating the business and conduct of the affairs of the corporation and limiting its powers, and the power of its directors and stockholders, not exempting them, however, from any obligation nor from the performance of any duty, imposed by law; (2) such provisions as may be desired limiting or denying to the stockholders the preemptive right to subscribe to any or all additional issues of stock of the corporation of any or all classes; (3) provisions requiring for any corporate action the vote of a larger proportion of the stock of any class thereof than is required by this chapter; and (4) such provisions as may be desired eliminating or limiting the personal liability of directors to the corporation or its shareholders for damages for any breach of duty in such capacity, provided that no such provision shall eliminate or limit: (A) the liability of any director if a judgment or other final adjudication adverse to him establishes that his acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled, or (B) the liability of any director for any act or omission prior to the adoption of a provision authorized by this paragraph. (c) As used in this chapter, unless the context otherwise requires, "articles of incorporation" includes all certificates filed pursuant to sections 3, 52, 53, 54, 55, 97, 103 and 221-223 of this title and any agreement of consolidation of merger filed pursuant to sections 251 and 252 of this title. History: Amended Aug. 17, 1993, No. 5880, § 4(a)(1), Sess. L. 1993, p. 165.

(a) The articles of incorporation shall be made in duplicate originals, each signed by each of the incorporators and acknowledged by at least three of them before any officer authorized to take the acknowledgment of deeds. (b) One such original shall be filed in the St. Thomas or St. Croix office of the Lieutenant Governor, and the second shall be retained in the possession of the corporation. (c) The original filed in the Office of the Lieutenant Governor, and all papers subsequently filed with respect to such corporation, shall be entered and indexed, by the officer with whom filed, in a book to be kept by him for that purpose. History: Amended Sept. 25, 1984, No. 4990, § 2(g), Sess. L. 1984, p. 244; Oct. 21, 1988, No. 5369, § 4(a) (1)-(3), Sess. L. 1988, p. 257.

The Lieutenant Governor shall prepare and furnish upon request therefor a certified composite of the articles of incorporation which shall contain only such provisions as are in effect at the time of request by reason of the certificates and agreements referred to in subsection (c) of section 2 of this title. The Lieutenant Governor shall make in each case such reasonable charge therefor as he deems proper.

A copy of the articles of incorporation or a composite of the articles of incorporation, certified by the Lieutenant Governor under his hand and seal of office, stating that the articles have been filed, shall be evidence in all courts and in any administrative proceeding in the United States Virgin Islands.

Upon the filing of the articles of incorporation and the payment of the fee, all as provided for in this chapter, the persons who have duly executed the articles, and their successors, shall, from the date of such filing, be a body corporate and politic in fact and in law in the name stated in the articles of incorporation, and by such corporate name shall have succession for the time stated in such articles.

Until the directors are elected, the signers of the articles of incorporation shall direct the affairs and the organization of the corporation, and may take such steps as are proper to obtain the necessary subscriptions to stock and to perfect the organization of the corporation, including the election of officers.

(a) The first meeting of every corporation may be called by any of the persons signing the articles of incorporation upon not less than thirty days prior notice to each of the incorporators. Such notice shall designate the time and place of the meeting, which may be within or without the United States Virgin Islands, and shall state the purpose for which the meeting is called. The notice shall be delivered, personally or by depositing postpaid in the mail properly addressed, to each incorporator. (b) If all the incorporators sign a written waiver of notice and fix a time and place of meeting, then no notice as required by subsection (a) of this section shall be required. (c) The first meeting shall be held within one year of the filing of the articles of incorporation or the corporation shall ipso facto be dissolved.

The original bylaws of a corporation may be adopted by the incorporators. Thereafter, the stockholders of any corporation formed under this chapter shall have the power to make, alter or repeal bylaws for the management of the affairs of the corporation, not inconsistent with the provisions of this chapter, or of other existing laws. The articles of incorporation may, however, vest in the board of directors the authority to make and to adopt bylaws, subject to the right of a majority of the stockholders to amend, repeal, alter, or modify such bylaws at any regular meeting, or at any special meeting called for such purpose.

In addition to the powers enumerated in section 32 of this title, every corporation, its officers, directors, and stockholders, shall possess and exercise all the powers and privileges conferred by this chapter, and the powers expressly given in its articles so far as the same are necessary or convenient to the attainment of the objects set forth in such articles. Every corporation shall be governed by the provisions and be subject to the restrictions and liabilities contained in this chapter, so far as the same are appropriate to and not inconsistent with its charter or the act under which the corporation was formed. No corporation shall possess or exercise any other corporate powers, except such incidental powers as are necessary to the exercise of the power so given.

Every corporation created under the provisions of this chapter shall have power to- (1) have succession, by its corporate name, for the time stated in its articles of incorporation, and when no period is stated, it shall be perpetual; (2) sue and be sued by its corporate name the same as a natural person in any court having jurisdiction; (3) have a corporate seal, which may be altered at pleasure, and to use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise; (4) hold, purchase, convey, sell and mortgage real and personal property subject to such limitations as shall be prescribed by law; including, with respect to the power to hold real and personal property, the power to take the same by devise or bequest; (5) appoint such officers, agents and servants as the business of the corporation requires and to define their powers, prescribe their duties and fix their compensation; (6) make bylaws not inconsistent with the laws of the United States Virgin Islands, fixing and altering the number of its directors for the management of its property, the regulation and government of its affairs and for the certification and transfer of its stock with penalties for the breach thereof of not more than $20; (7) wind up and dissolve itself, or to be wound up and dissolved in the manner provided for in this chapter; (8) conduct business within and without the United States Virgin Islands, and have one or more offices without the United States Virgin Islands, and hold, purchase, mortgage and convey real and personal property both within and without the United States Virgin Islands; (9) make donations for the public welfare or for charitable, scientific or educational purposes, but only out of surplus; and (10) indemnify any and all of its directors or officers or former directors or officers or any person who may have served at its request as a director or officer of another corporation of which it owns shares of capital stock or of which it is a creditor against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors or officers or a director or officer of the corporation, or of such other corporation, except in relation to matters described in subparagraph (4)(A) or (B) of section 2(b) of this title or as to which any such director or officer or former director or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled, under any bylaw, agreement, vote of stockholders, or otherwise. History: Amended Aug. 17, 1993, No. 5880, § 4(a)(3), Sess. L. 1993, p. 165.

Any corporation organized under the laws of the United States Virgin Islands may, when the directors deem it reasonably necessary or convenient in connection with the conduct of the corporation's business, guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of, the shares of the capital stock of, or any bonds, securities or evidence of indebtedness created by, any other corporation of the United States Virgin Islands or any state, country, nation or government, and while owner of such stock may exercise all the rights, powers and privileges of ownership including the right to vote thereon.

(a) No corporation created under the provisions of this chapter shall, by any implication or construction, be deemed to possess the power of issuing bills, notes, or other evidences of debt for circulation as money, or the power of carrying on the business of receiving deposits of money, or the business of buying gold and silver bullion or foreign coins. (b) Corporations created or to be created under the provisions of this chapter, or created under the provisions of any prior general corporation law of the United States Virgin Islands to buy, sell and otherwise deal in notes, open accounts and other similar evidences of debt as collateral security therefor, shall not be construed as engaging in the business of banking.

Every corporation shall maintain a principal office or place of business in the United States Virgin Islands and shall have a resident agent in charge thereof, who may be an officer of the corporation, or an individual resident in, or a corporation located in the United States Virgin Islands on whom service of legal process against the corporation can be made.

The board of directors of any corporation organized under the laws of the United States Virgin Islands may change the location of the principal office or place of business of the corporation within the United States Virgin Islands to any other place within the United States Virgin Islands by resolution adopted at a regular or special meeting of the board. By like resolution, the resident agent of a corporation may be changed to any other individual or corporation. In either such case, the resolution shall be as detailed in its statement as is provided in subsection (a)(5) of section 2 of this title. Upon the filing of two copies of such resolution in the office of the Lieutenant Governor, each signed by the president or vice-president and the secretary or an assistant secretary of the corporation and sealed with its corporate seal, the Lieutenant Governor shall certify one copy under his hand and seal of office and the certified copy shall be filed in the office of the clerk of the district court in the judicial division in which the articles of incorporation are filed. If the resolution changes the location of the principal office or place of business from one judicial division to the other judicial division, the clerk of the district court shall transfer to, file and index in his office in such other division all certificates and other papers relating to such corporation theretofore on file with him. For filing the certificate, the Lieutenant Governor shall charge the fee prescribed in section 431(a)(10) of this title.

The location of the office of any resident agent of corporations in any town of the United States Virgin Islands may be transferred from one address to another in the same town, or in another town in the United States Virgin Islands, upon the making and executing by such resident agent of a certificate, duly acknowledged before an officer authorized to authenticate signatures, setting forth the names of all corporations represented by such agent, and the address at which such resident agent has maintained the principal office or place of business for each of such corporations, and further certifying to the new address to which such resident agency will be transferred on a given day, and at which new address such resident agent will thereafter maintain the principal office or place of business for each of the corporations recited in the certificate. Upon the filing of such certificate, in duplicate, with the Lieutenant Governor, the Lieutenant Governor shall certify one copy under his hand and seal of office, and the certified copy shall be filed in the office of the clerk of the district court in the judicial division in which the corporation maintains its principal office in the United States Virgin Islands, and thereafter or until further change of address, as authorized by law, the principal office in the United States Virgin Islands of each of the corporations recited in the certificate shall be located at the new address of the resident agent thereof as given in the certificate. The fees to be charged by the Lieutenant Governor for the filing of the certificate shall be those prescribed in section 431(a)(11) of this title.

Successor The resident agent of one or more corporations, organized and operating under the laws of the United States Virgin Islands, may make and file with the Lieutenant Governor, his or its certificate, in duplicate, resigning the office of resident agent and appointing another individual or corporation as resident agent in his or its stead, and stating further the address of the substituted agent in accordance with the requirements of subsection (a)(5) of section 2 of this title. There shall be attached to each such certificate statements ratifying and approving such change of resident agent. Each such statement shall be executed in duplicate, shall be signed by the president or vice-president of each corporation for which such agent was appointed and sealed with the corporate seal thereof, and shall be duly acknowledged before an officer authorized to authenticate signatures. Upon the filing of such duplicate certificates and accompanying statements in the office of the Lieutenant Governor the substituted agent shall thereupon become the resident agent of such corporations as have ratified and approved such substitution as aforesaid; and the Lieutenant Governor shall then issue his certificate that the substituted resident agent has become the resident agent of the corporations so ratifying and approving such change of resident agent, and setting out the names of such corporations. The certificate of the Lieutenant Governor shall be filed in the office of the clerk of the district court in the judicial division in which the articles of incorporation are filed, and the clerk shall forthwith make a note of the change of resident agent in the index of the articles of incorporation of those corporations which have ratified and approved such change. For filing such certificates of change of resident agent the Lieutenant Governor shall charge the fees prescribed in section 431(a)(12) of this title.

Successor (a) The resident agent of one or more corporations, organized and existing under the laws of the United States Virgin Islands, may make and file with the Lieutenant Governor his or its written resignation, in duplicate, of the office of resident agent without appointing any individual or corporation as resident agent in his or its stead; but such resignation shall not become effective until 30 days after the certificate is filed. There shall be attached to each copy of such written resignation, an affidavit of such resident agent, if an individual, or of the president or secretary thereof, if a corporation, that at least 30 days prior to the date of the filing of such resignation, due notice was sent by registered mail to the corporation for which such resident agent was acting, at the principal office thereof outside the United States Virgin Islands, if known to such resident agent, or, if not, to the last known address of the attorney or other individual at whose request such resident agent was appointed for such corporation, of the resignation of such resident agent. (b) For the filing of such written resignation the Lieutenant Governor shall charge the fee prescribed in section 431(a)(13) of this title, and upon the filing of such resignation with the Lieutenant Governor, the Lieutenant Governor shall notify the clerk of the district court of the resignation of its resident agent as set forth in such written resignation and the clerk of the district court shall forthwith make a note of the resignation of such resident agent in the index of the articles of incorporation of such corporation. (c) After receipt of the notice of the resignation of its resident agent, provided for in subsection (a) of this section, the corporation for which such resident agent was acting shall obtain and designate a new resident agent to take the place of the resident agent so resigning in the same manner as is provided in section 52 of this title for change of resident agent, and if such corporation fails to obtain and designate a new resident agent as aforesaid, prior to the expiration of the period of 30 days after the filing by the resident agent of the written resignation, such facts shall be duly certified by the Lieutenant Governor to the United States attorney for the Virgin Islands, and the United States attorney shall forthwith commence an action to avoid such corporation's charter in the district court and such court, upon competent proof of the state of facts and upon appropriate steps taken in such action, shall decree the charter of such corporation forfeited.

The business of every corporation organized under this chapter shall be managed by a board of directors, except as hereinafter or in its articles of incorporation otherwise provided.

(a) The number of directors that constitutes the whole of board is the number fixed from time to time by, or in the manner provided in the articles of incorporation, or pursuant to authority given in the articles of incorporation, or in the bylaws; but except as provided in subsection (b), the number of directors may not be less than three. (b) In the case of a corporation that has fewer than three shareholders, the number of directors may be equal to the number of shareholders. History: Amended Jan. 1, 2012, No. 7265, § 1(1)-(3), Sess. L. 2011, p. 113.

The directors shall hold office until their successors are respectively elected and qualified, and a majority of them shall constitute a quorum for the transaction of business, unless the bylaws shall provide that a different number shall constitute a quorum, which in no case shall be less than one-third of the total number of directors nor less than two directors.

Whenever any vacancies shall happen among the directors by death, resignation or otherwise, except by removal and the election of a successor, they shall be filled by appointment by a majority of the remaining members of the board of directors, though less than a quorum, for the unexpired term of such vacancies.

The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more of the directors of the corporation, which to the extent provided in the resolution or in the bylaws of the corporation, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the bylaws of the corporation or as may be determined from time to time by resolution adopted by the board of directors.

The directors of any corporation organized under this chapter may, by the articles of incorporation or any amendment thereto, or by a vote of the stockholders, be divided into two or three classes: the term of office of those of the first class to expire at the annual meeting next ensuing; of the second class one year thereafter; of the third class two years thereafter, and at each annual election held after such classification and election, directors shall be chosen for a full term, as the case may be, to succeed those whose terms expire.

A director of any corporation organized under the provisions of this chapter, or a member of any committee designated by the board of directors pursuant to authority conferred by section 65 of this title, shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or reports made to the corporation by any of its officials, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the board of directors or by any such committee, or in relying in good faith upon other records of the corporation.

Insurance (a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if: (1) he acted: (A) in good faith; and (B) in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; and (2) with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted: (1) in good faith; and (2) in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. However, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. (c) To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under subsections (a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he had met the applicable standard of conduct set forth in subsections (a) and (b). Such determination shall be made: (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; (2) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (3) by the stockholders. (e) Expenses incurred in defeating a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amounts unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this section. (f) The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his heirs, executors and administrators of such person. (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section. (h) For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. History: Added Sept. 25, 1984, No. 4990, § 3, Sess. L. 1984, p. 244.

Except as provided in Title 13, section 779(a) of this Code, unless otherwise restricted by the articles of incorporation or bylaws, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board, or committee. History: Added Dec. 19, 1984, No. 5032, § 9, Sess. L. 1984, p. 414.

If authorized by the articles of incorporation or the bylaws, meetings of the board of directors may be held outside the United States Virgin Islands.

(a) Every corporation organized under this chapter shall have a president, secretary and treasurer, who shall be chosen by the directors. The president shall be chosen from among the directors. The secretary shall record all the proceedings of the meetings of the corporation and directors in a book to be kept for that purpose, and perform such other duties that shall be assigned to him. The treasurer may be required to give bond in such sum and with such surety or sureties as shall be provided by the bylaws for the faithful discharge of his duty. (b) The corporation may have such other officers and agents as are appropriate, who shall be chosen in such manner and hold their offices for such terms as are prescribed by the bylaws, or determined by the board of directors or other governing body, and may secure the fidelity of any or all of such officers by bond or otherwise. (c) Any two offices (but not more than two), other than the offices of president and secretary, may be held by the same person. (d) A failure to elect annually a president, secretary, treasurer or other officers shall not dissolve a corporation.

Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise, shall be filled in the manner provided for in the bylaws. In the absence of such provision, the vacancy shall be filled by the board of directors or other governing body.

No loans shall be made by a corporation to its officers or directors and no loans shall be made by a corporation secured by its shares, and if any such loan be made, the officer or officers who make it or assent thereto shall be jointly and severally liable until the repayment of the sum so loaned with interest. The provisions of this section shall not apply to corporations organized exclusively as savings and loan associations.

If the directors or officers of any corporation organized under this chapter, shall knowingly cause to be published or give out any written statement or report of the condition or business of the corporation that is false in any material respect, the officers and directors causing such report or statement to be published, or given out, or assenting thereto, shall be jointly and severally liable for any loss or damage resulting therefrom.

Every corporation formed under this chapter shall maintain- (1) correct books of account of its business transactions; and (2) a stock ledger in the form prescribed in section 189 of this title, which ledger shall be kept in the principal office of the corporation in the United States Virgin Islands and which shall be open daily to any stockholder for inspection at reasonable times.

If any stock or bonds of any corporation be fraudulently issued for property at more than the cash value, or if a reduction of capital be made in the guise of a loan to stockholders, the directors of the corporation shall be jointly and severally liable to the creditors of the corporation for any loss or damage arising therefrom.

Every corporation may issue one or more classes of stock or one or more series of stock within any class thereof, any or all of which classes may be of stock with par value or stock without par value, with such voting powers, full or limited, or without voting powers and in such series and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the articles of incorporation or of any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors pursuant to authority expressly vested in it by the provisions of the articles of incorporation or of any amendment thereto, which resolution or resolutions shall be preceded by a determination by the directors, and include a statement that the directors have determined, that the preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof stated and expressed therein are under the circumstances prevailing at the time of adopting such resolution or resolutions fair and equitable to all the existing stockholders. The power to increase or decrease or otherwise adjust the capital stock as provided in this chapter shall apply to all or any such classes of stock.

Any preferred or special stock may be made subject to redemption at such time or times and at such price or prices and may be issued in such series, with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof as shall be stated and expressed in the articles of incorporation, or any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors as provided in section 91 of this title.

The holders of preferred or special stock of any class or of any series thereof shall be entitled to receive dividends at such rates, on such conditions and at such times as shall be stated and expressed in the articles of incorporation, or in any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors as provided in section 91 of this title, payable in preference to, or in such relation to, the dividends payable on any other class or classes of stock, and cumulative or non-cumulative as shall be so stated and expressed. When dividends upon the preferred and special stocks, if any, to the extent of the preference to which such stocks are entitled, shall have been paid or declared and set apart for payment, a dividend on the remaining class or classes of stock may then be paid out of the remaining assets of the corporation available for dividends as elsewhere in this chapter provided.

The holders of the preferred or special stock of any class or of any series thereof shall be entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the corporation as shall be stated and expressed in the articles of incorporation, or any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors as provided in section 91 of this title.

Any preferred or special stock of any class or of any series thereof may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the corporation at such price or prices or at such rates of exchange and with such adjustments as shall be stated and expressed or provided for in the articles of incorporation, or in any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors as provided in section 91 of this title.

If any corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate or certificates which the corporation shall issue to represent such class or series of stock.

the Articles of Incorporation Before any corporation shall issue any shares of stock of any class or of any series of any class of which the voting powers, designations, preferences and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions thereof, if any, shall not have been set forth in the articles of incorporation or in any amendment thereto but shall be provided for in a resolution or resolutions adopted by the board of directors pursuant to authority expressly vested in it by the provisions of the articles of incorporation or an amendment thereto, a certificate setting forth a copy of such resolution or resolutions and the number of shares of stock of such class or series shall be made under the seal of the corporation and signed by the president or a vice-president and by the secretary or an assistant secretary of the corporation and acknowledged by such president or vice-president before an officer authorized by the laws of the United States Virgin Islands to take acknowledgments and shall be filed and indexed in the same manner as articles of incorporation are required to be filed and indexed by the provisions of section 3 of this title. Unless otherwise provided in any such resolution or resolutions, the number of shares of stock of any such class or series so set forth in such resolution or resolutions may be increased or decreased (but not below the number of shares thereof then outstanding) by a certificate likewise made, signed, filed and indexed setting forth a statement that a specified increase or decrease therein had been authorized and directed by a resolution or resolutions likewise adopted by the board of directors. In case the number of such shares shall be so decreased, the number of shares so specified in the certificate shall resume the status which they had prior to the adoption of the first resolution or resolutions.

Subject to such additional limitations as may be provided in the articles of incorporation subscriptions to, or the purchase price of, the capital stock of any corporation organized under this chapter may be paid for, wholly or partly, by cash, by services actually rendered, or by property; and the stock so issued shall be declared and taken to be fully paid stock and not liable to any further call, nor shall the holder thereof be liable for any further payments under the provisions of this chapter. In the absence of actual fraud in the transaction, the judgment of the directors, as to the value of such services actually rendered or of such property, shall be conclusive.

(a) Shares of capital stock without par value, whether common or preferred or special, may be issued by the corporation from time to time for such purchase price as fixed from time to time by the board of directors thereof, unless in the articles of incorporation the power to fix such purchase price shall have been reserved to the stockholders, in which event such power shall be exercised by the stockholders by consent in writing or by vote of the holders of record of two-thirds of the total number of shares of each class of stock then outstanding and entitled to vote in respect thereto, said vote being given at a meeting called for the purpose in such manner as shall be prescribed by the bylaws. If any shares of stock of the corporation without par value shall have been subscribed or issued any resolution of the directors or of the stockholders fixing the purchase price for issue of shares of stock without par value shall be preceded by a determination by the directors and shall include a statement that the directors or the stockholders as the case may be have determined that such purchase price under the circumstances prevailing at the time of adopting such resolution is fair and equitable to all the existing stockholders. Although such power has been reserved to the stockholders, the directors may nevertheless fix such purchase price for the first issue of stock, and such issue shall not exceed 10 percent of the whole amount of such stock authorized by the articles of incorporation. (b) Any and all shares without par value so issued for which the purchase price so fixed has been paid or delivered shall be deemed fully paid stock and shall not be liable to any further call or assessments thereon, and the holders of such shares shall not be liable for any further payments in respect of such shares under the provision of this chapter.

The capital of any corporation having capital stock shall be an amount at least equal to the sum of the aggregate par value of all issued shares having par value, plus the aggregate amount of the purchase price received by the corporation for the issue of shares without par value, plus such amounts as, from time to time, by resolution of the board of directors, may be transferred thereto. The excess, if any, at any given time of the total net assets of the corporation over the amount so determined to be capital shall be surplus.

Shares In any case in which the law requires that the par value of the shares of the capital stock of a corporation be stated in any certificate or paper, it shall be stated in respect of any shares without par value that such shares are without par value and wherever the amount of the authorized or issued capital stock of the corporation is required to be stated and the corporation shall have any shares without par value, it shall be sufficient to state the total number of shares authorized or issued, as the case may be, the number and par value of shares having a par value and the number of shares without par value.

Any corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the purchase price to be paid therefor. Upon the face or back of the certificates issued to represent any such partly paid shares the total amount of the purchase price to be paid therefor and the amount paid thereon shall be specified. The corporation may declare and pay dividends upon any such shares upon the basis of the percentage of the purchase price actually paid thereon.

Subject to any provisions in respect thereof set forth in the articles of incorporation every corporation may create and issue, whether or not in connection with the issue and sale of any shares of stock or other securities of the corporation, rights or options entitling the holders thereof to purchase from the corporation any shares of its capital stock of any class or classes, such rights or options to be evidenced by or in such instrument or instruments as shall be approved by the board of directors. The terms upon which, the time or times, which may be not more than fifteen years in duration, at or within which, and the price or prices at which any such shares may be purchased from the corporation upon the exercise of any such rights or options shall be such as shall be fixed and stated in the articles of incorporation or in any amendment thereto, or in a resolution or resolutions adopted by the board of directors providing for the creation and issue of such rights or options, and, in every case, set forth or incorporated by reference in the instrument or instruments evidencing such rights or options. Options to convert shares of stock of the corporation into its shares of another class or to convert bonds or notes of the corporation into shares of its stock may be unlimited in duration. No resolution of the directors providing for creation or issue of such rights or options under this section shall be valid unless a certified copy thereof shall be filed in the office of the Lieutenant Governor and in the office of the clerk of the district court in the judicial division in which the articles of incorporation are filed within fifteen days after the adoption thereof. Any such resolution shall be preceded by a determination by the directors and shall include a statement that the directors have determined that the terms of such rights or options under the circumstances prevailing at the time of adopting such resolution are fair and equitable to all the existing stockholders. In case the shares of stock of the corporation to be issued upon the exercise of such rights or option shall be shares having par value, the price or prices so to be received therefor shall not be less than the par value thereof. In case the shares of stock so to be issued shall be shares of stock without par value the price or prices therefor shall be determined in the manner provided in section 99 of this title for the fixing of the purchase price for the issue of such stock. No corporation shall create or issue rights or options under this section which shall entitle the holders thereof to purchase in the aggregate from the corporation shares of stock which upon issue thereof would constitute more than forty percent of the then authorized capital stock of the corporation.

Every holder of stock in a corporation shall be entitled to have a certificate or certificates, provided that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Notwithstanding the adoption of any such resolution, shares represented by a certificate shall not become uncertificated shares until such certificate is surrendered to the corporation. Every holder of stock in a corporation shall be entitled to have a certificate signed in the name of the corporation by the president or a vicepresident and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of such corporation, representing the number of shares owned by him in such corporation. Subject to applicable provisions of the Uniform Commercial Code-Investment Securities, such entitlement shall apply equally to a holder of uncertificated shares, notwithstanding the adoption of a resolution by the board of directors providing for the issuance of uncertificated shares, who makes written request of the corporation. Where any such certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of such corporation and a registrar, the signature of any such president, vice-president, treasurer, assistant treasurer, secretary or assistant secretary may be facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on any such certificate or certificates shall cease to be such officer or officers of such corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by such corporation, such certificate or certificates may nevertheless be adopted by such corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of such corporation. History: Amended Feb. 20, 2002, No. 6498, § 5, Sess. L. 2002, p. 203.

History: Repealed. Feb. 20, 2002, No. 6498, § 5, Sess. L. 2002, p. 204.

Every corporation organized under this chapter may purchase, hold, sell and transfer shares of its own capital stock; but no such corporation shall use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of the capital of the corporation. Shares of its own capital stock belonging to the corporation shall not be voted upon directly or indirectly. Nothing in this section shall be construed as limiting the exercise of the rights given by section 223 of this title.

(a) When the whole of the price payable for shares of a corporation has not been paid in, and the assets shall be insufficient to satisfy the claims of its creditors, each holder of such shares shall be bound to pay on each share held by him the sum necessary to complete the amount of the par value of such share as fixed by the articles of incorporation, or such proportion of that sum as shall be required to satisfy the debts of the corporation, or, in the case of stock without par value, this liability shall be limited to the unpaid balance of the price for which such shares were issued by the corporation. (b) The amounts which shall be payable as provided in subsection (a) of this section may be recovered on behalf of creditors in an action to which the corporation is a party, for the benefit of all the creditors of the corporation brought by a receiver, trustee in bankruptcy, or other competent representative of all creditors. (c) Anything in this chapter to the contrary notwithstanding, a holder of shares who has acquired such shares in good faith without knowledge that they were not paid in full or to the extent stated in the certificate for such shares shall not be liable either to the corporation or to its creditors for any amount beyond that shown by such certificate to be unpaid on the shares represented thereby. Any holder who derives his title through such a holder and who is not himself a party to any fraud affecting the issuance of such shares shall have all the rights of such former holder.

At any time after a corporation is authorized to commence business, the directors may, if its whole capital stock has not been subscribed, and subject to any limitations provided in its articles of incorporation increase its capital stock up to the amount authorized in its articles of incorporation, and open books for or take additional subscriptions thereto.

Unless otherwise provided in the articles of incorporation, shares or other securities offered for sale shall not be subject to preemptive rights if they- (1) are issued or optioned by the board of directors to effect a merger or consolidation or for a value other than cash; (2) are issued to satisfy conversion or option rights theretofore granted by the corporation; (3) are shares or other securities theretofore reacquired by the corporation after having been duly issued; (4) are part of the shares or other securities of the corporation authorized in its original articles of incorporation and are issued, sold or optioned within two years from the date of filing such articles; or (5) are issued pursuant to a plan of reorganization approved under and in accordance with the provisions of the Act of Congress of July first, eighteen hundred ninety-eight, entitled "An act to establish a uniform system of bankruptcy throughout the United States," and acts amendatory thereof.

The capital stock of a corporation shall be paid in such amounts and at such times as the directors may require. The directors may, from time to time, assess upon each share of stock not fully paid up, such sum of money as the necessities of the business may, in the judgment of the board of directors, require, not exceeding in the whole the balance remaining unpaid on said stock, up to the par value thereof, or in the case of stock without par value, not exceeding the price for which such stock was issued by the corporation, and such sum so assessed shall be paid to the treasurer at such time and by such installments or calls as the directors shall direct. The directors shall notify the time and place of such payments by written notice mailed at least 30 days before the time for such payment, to each stockholder at his last known post-office address.

(a) When any stockholder fails to pay any installment or call upon his stock which may have been properly assessed thereon by the directors, at the time when such payment is due, the directors may collect the amount of any such installment or call or any balance thereof remaining unpaid, from the said stockholder by an action at law, or they shall sell at public sale such part of the shares of such delinquent stockholder as will pay all assessments then due from him with interest and all incidental expenses, and shall transfer the shares so sold to the purchaser, who shall be entitled to a certificate therefor. Notice of the time and place of such sale and of the sum due on each share shall be given by advertisement for three weeks successively, once in each week before the sale, in a newspaper of general circulation in the United States Virgin Islands, and such notice shall be mailed by the treasurer of the corporation to such delinquent stockholder at his last known post-office address, at least 20 days before such sale. If no bidder can be collected by a civil action, within one year from the date of the bringing of such civil action, the said stock and the amount previously paid in by the delinquent on the stock shall be forfeited to the corporation. (b) Any stock forfeited under the provisions of subsection (a) of this section may be reissued, or subscriptions therefor may be received, as in the case of stock not issued or subscribed for.

The president with the secretary or treasurer of every corporation organized under this chapter shall, upon the written request of any creditor of such corporation, who shall have obtained a judgment against it and order of execution against the corporation has been returned unsatisfied, make a certificate stating that all the issued shares have been paid in full, or in case any issued shares have not been so paid the amount of the installments or calls paid in cash or by the purchase of property, stating also the total amount of capital stock issued, which certificate shall be signed and sworn or affirmed to by the president and secretary or treasurer, and the president, secretary or treasurer shall within 30 days after the making of such certificate cause the certificate to be filed in the office of the Lieutenant Governor.

Every corporation organized under this chapter may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the directors may require the owner of the lost or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss of any such certificate or the issuance of such new certificate. A new certificate may be issued without requiring any bond when in the judgment of the directors it is proper to do so.

(a) The directors of every corporation created under this chapter which has issued capital stock, subject to any restrictions contained in its articles of incorporation, may declare and pay dividends upon the shares of its capital stock but only out of its net assets in excess of its capital as computed under accepted accounting practice and in accordance with the provisions of section 100 of this title. (b) Subject to any restrictions contained in its articles of incorporation, the directors of any corporation engaged in the exploitation of wasting assets may determine the net profits derived from the exploitation of such wasting assets without taking into consideration the depletion of such assets resulting from lapse of time or from necessary consumption of such assets incidental to their exploitation.

Nothing contained in section 114 of this title shall prevent the stockholders of any corporation, or the directors thereof if the articles of incorporation shall so provide, from setting apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose or from abolishing any such reserve in the manner in which it was created.

A director shall be fully protected in relying in good faith upon the books of account of the corporation or statements prepared by any of its officials as to the value and amount of the assets, liabilities and/or net profits of the corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might be properly declared and paid.

No corporation created under the provisions of this chapter, nor the directors thereof, shall pay dividends upon any shares of the corporation except in accordance with the provisions of this chapter. Dividends may be paid in cash, in property, or in shares of the capital stock, in the case of shares with par value at par, and in the case of shares without par value at such price as may be fixed by the board of directors.

Liability In case of any willful or negligent violation of the provisions of section 117 of this title, the directors under whose administration the same may happen shall be jointly and severally liable, at any time within six years after paying such unlawful dividend, to the corporation and to its creditors, in the event of its dissolution or insolvency, to the full amount of the dividend unlawfully paid, with interest on the same from the time such liability accrued. Any director who may have been absent at the time when the act or resolution was adopted by which the unlawful dividends were subsequently paid, or who may have dissented from said act or resolution, may exonerate himself from such liability by causing his dissent to be entered at large on the books containing the minutes of the proceedings of the directors immediately after he has notice of the act or resolution, or at the time the same was adopted, if he was present at the meeting and dissented, or by causing a statement of his dissent to be published, within two weeks after he has notice of said act or resolution, in a newspaper of general circulation in the United States Virgin Islands.

History: Repealed. Feb. 19, 1965, No. 1299, § 7, Sess. L. 1965, Pt. II, p. 218.

In all cases after the first meeting of the incorporators, the meetings of the stockholders of every corporation shall be held annually. The stockholders and directors may hold their meetings and have an office or offices outside of the United States Virgin Islands, if the bylaws so provide.

Unless otherwise provided in the articles of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock held by such stockholder, but no proxy shall be voted on after one year from its date, unless the proxy provides for a longer period, and, except where the transfer books of the corporation have been closed or a date has been fixed as a record date for the determination of its stockholders entitled to vote as provided in section 183 of this title, no share of stock shall be voted on at any election for directors which has been transferred on the books of the corporation within 20 days next preceding such election of directors.

Stockholders of Record The board of directors may close the stock transfer books of the corporation for a period not exceeding 50 days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect or for a period of not exceeding 50 days in connection with obtaining the consent of stockholders for any purpose. In lieu of closing the stock transfer books as aforesaid, the bylaws may fix or authorize the board of directors to fix in advance a date, not exceeding 50 days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

The articles of incorporation of any corporation may provide that at all elections of directors of the corporation, each stockholder shall be entitled to as many votes as shall equal the number of votes which (except for such provision as to cumulative voting) he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected, and that he may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them as he may see fit, which right when exercised, shall be termed cumulative voting.

Subject to any provision of this chapter specifying the vote that shall be required for a specified action, the articles of incorporation or the bylaws may specify the number of shares and the amount of other securities having voting power the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business.

Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held, and persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the corporation he has expressly empowered the pledgee to vote thereon, in which case only the pledgee or his proxy may represent said stock and vote thereon.

A stockholder, by agreement in writing, may transfer his stock to a voting trustee or trustees for the purpose of conferring the right to vote thereon for a period not exceeding ten years upon the terms and conditions therein stated. Every other stockholder may transfer his stock to the same trustee or trustees and thereupon shall be a party to such agreement. The certificates of stock so transferred shall be surrendered and cancelled and new certificates therefor issued to such trustee or trustees in which it shall appear that they are issued pursuant to such agreement, and in the entry of such ownership in the proper books of such corporation that fact shall also be noted, and thereupon such trustee or trustees may vote upon the stock so transferred during the term of such agreement. A duplicate of every such agreement shall be filed in the principal office of the corporation in the United States Virgin Islands and at all times during business hours be open to inspection by any stockholder or his attorney. The trustee or trustees shall keep at their office or at a place available to certificate holders correct books of account of all their business and transactions, and a book to be known as the certificate book containing the names, alphabetically arranged, of all persons who are voting trust certificate holders, showing their places of residence, the number of shares of stocks represented by the certificates held by them respectively, and the time when they respectively became the owners thereof. The certificate book shall be open daily, during at least three business hours, for inspection by any person who shall have been a certificate holder for at least six months immediately preceding his demand. Persons so entitled to inspect the certificate book may make extracts therefrom. Any trustee who shall neglect or refuse to keep or cause to be kept such books or to keep any certificate book open for inspection, as herein required, shall forfeit the sum of $50 for every day he shall so neglect or refuse; it shall be the duty of the United States attorney to sue for and recover in the name of the Government of the United States Virgin Islands the penalty above provided, and the same, when so recovered shall be paid into the Treasury of the Government of the United States Virgin Islands. If any trustee shall willfully neglect or refuse to make any proper entry in such book or books or shall neglect or refuse to exhibit any such certificate book or to allow any such certificate book to be inspected and extracts taken therefrom as provided in this section, each such trustee shall, in addition, forfeit and pay to the party injured a penalty of $50 for every such neglect or refusal, and all damages resulting to him therefrom.

Produce The officer who has charge of the stock ledger of a corporation shall prepare and make, at least ten days before every election of directors, a complete list of the stockholders entitled to vote at said election, arranged in alphabetical order. Such list shall be open during the usual hours for business at the place where said election is to be held for 10 days next preceding the date of said election, to the examination of any stockholder, and shall be produced and kept at the time and place of election during the whole time thereof, and subject to the inspection of any stockholder who may be present. Upon the willful neglect or refusal of the said directors to produce such a list at any election they shall be ineligible to any office at such election.

The original or duplicate stock ledger certified by an officer of the corporation to be correct shall be the only evidence as to who are the stockholders entitled to examine the list required by section 188 of this title or the books and accounts of the corporation, or to vote in person or by proxy at any such election. The original or duplicate stock ledger containing the names and addresses of the stockholders, the number of shares held by them, respectively and the dates when they respectively became owners, shall, at all times, during the usual hours for business, be open to the examination of every stockholder at its principal office or place of business in the United States Virgin Islands, and such original or duplicate stock ledger certified by an officer of the corporation to be correct shall be evidence in all courts of the United States Virgin Islands.

Holders Every corporation organized under this chapter may make suitable provision in its articles of incorporation and thereby to the extent, in the manner and subject to the conditions provided in the articles of incorporation confer upon the holders of any bonds or debentures issued or to be issued by any such corporation, whether secured by mortgage or otherwise, the power to vote in respect to the corporate affairs and management of the corporation to the same extent and in the same manner as stockholders of the corporation, as may be provided in the articles of incorporation and, in case of a default in the payment of the principal or interest on said bonds or debentures, or otherwise, or in any other case, confer upon such bondholders or debenture holders the same right of inspection of the corporate books and accounts and records of any such corporation, and also any other rights, which the stockholders of the corporation have or may have by reason of the provisions of any law of the United States Virgin Islands or pursuant to the provisions of the articles of incorporation.

All elections of directors shall be by ballot, unless otherwise provided in the articles of incorporation. The first meeting for the election of directors, at which meeting any business may be transacted, shall be held at any place either within or without the United States Virgin Islands fixed by a majority of the incorporators in a writing signed by them, and thereafter meetings of the stockholders shall be held annually for the election of directors and the transaction of any other business at the time and place within or without the United States Virgin Islands named in the bylaws, and which shall not be changed within 60 days next before the day on which the election is to be held. A notice of any change shall be given to each stockholder 20 days before the election is held, in person or by letter mailed to his last known post-office address. The bylaws may state the city, town or village in which meetings of stockholders for the election of directors, after the first meeting, may be held and authorize the board of directors to fix the place within such city, town or village for the holding of such meeting. At least 10 days' notice shall be given to the stockholders of the place so fixed.

Newly created directorships resulting from any increase in the authorized number of directors, may be filled by a majority of the directors then in office, though less than a quorum, unless it is otherwise provided in the articles of incorporation or bylaws, and the directors so chosen shall hold office until the next annual elections and until their successors are duly elected and qualified, unless sooner displaced; but, if the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), upon application of any stockholder or stockholders holding at least 10 percent of the total number of shares of the capital stock of the corporation at the time outstanding having the right to vote for directors, the District Court of the United States Virgin Islands may summarily order an election to be held to fill any such newly created directorships, or to replace the director or directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of section 193 of this title in so far as such provisions are applicable. The person or persons elected pursuant to said order shall serve as a director or as directors until the next annual meeting of stockholders and until their successors are duly elected and qualified, and shall displace any person or persons who may theretofore have been appointed by the directors then in office as aforesaid.

Election If the election for directors of any corporation shall not be held on the day designated by the bylaws, the directors shall cause the election to be held as soon thereafter as convenient. No failure to elect directors at the designated time shall work any forfeiture or dissolution of the corporation, but the district court may summarily order an election to be held upon the petition of any stockholder and at such election the shares of stock represented at said meeting, either in person or by proxy, shall constitute a quorum for the purpose of such meeting, notwithstanding any provision of the bylaws of the corporation to the contrary.

Upon the application by any stockholder the district court may hear and determine the validity of any stockholders' vote or any election of any director of any corporation organized under this chapter, and the right of any person to hold such office, and in case any such office is claimed by more than one person may determine the person entitled thereto; and to that end make such order or decree in any such case as may be just and proper, with power to enforce the production of any books, papers and records of the corporation relating to the issue. In addition to other grounds of invalidity, the court may declare any election or vote of stockholders invalid if it is satisfied that proxies or votes cast thereat have been procured (a) by bribery or (b) as a result of statements or letters or other documents soliciting proxies which contained a material misstatement of fact or omitted to state facts so as to render the facts stated therein misleading in a material respect, and that proxies or votes so procured determined the result of the election. In case it should be determined that no valid election of the corporation has been held, the district court may order an election to be held in the manner provided in section 193 of this chapter. In any such application service of copies of such petition upon the resident agent of the corporation shall be deemed to be service upon the corporation and upon the person whose title to office is contested and upon the person, if any, claiming such office; and the resident agent shall forward immediately a copy of the petition so delivered to him, or it, to the corporation and to the person whose title to office is contested and to the person, if any, claiming such office, in a postpaid, sealed, registered letter addressed to such corporation or such person at its or his last known post-office address. The court may make such further or other order respecting notice of such application as it deems proper under the circumstances.

Whenever, by reason of an equally divided vote of the stockholders, there shall be a failure to elect directors, and such failure for such reason shall exist at two successive annual elections, or if there shall be a failure to elect directors by reason of an equally divided vote at an election held in accordance with section 193 of this chapter, the district court, on petition of any stockholder, may in the absence of an existing agreement for arbitration appoint one or more persons to be receivers of and for such corporation, with all the powers of the corporation and the power to continue the corporate business until otherwise ordered by the court.

Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action, by any section of this chapter, the meeting and vote of stockholders may be dispensed with, if all of the stockholders who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken. Nothing herein contained shall be construed to alter or modify the provisions of section 281 of this chapter. In the event that the action which is consented to is such as would have required the filing of a certificate under any of the other sections of this chapter, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such other section shall state that written consent has been given hereunder, in lieu of stating that the stockholders have voted upon the corporate action in question, if such last mentioned statement is required thereby.

Whenever any notice whatever is required to be given under the provisions of this chapter, or under the provisions of the articles of incorporation or bylaws of any corporation organized under the provisions of this chapter, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated in said notice, shall be deemed equivalent thereto.

Whenever any notice whatever is required to be given under the provisions of this chapter, or under the provisions of the articles of incorporation or bylaws of any corporation organized under the provisions of this chapter, to any person with whom communication is made unlawful by any law of or having force within the United States Virgin Islands, or by any rule, regulation, proclamation or executive order issued under any such law, then the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person; and any action or meeting which shall be taken or held without notice to any such person or without giving or without applying for a license or permit to give any such notice to any such person with whom communication is made unlawful as aforesaid, shall have the same force and effect as if such notice had been given as provided under the provisions of this chapter, or under the provisions of the articles of incorporation or bylaws of any corporation organized under this chapter. In the event that the action taken by the corporation is such as to require the filing of a certificate under any of the other sections of this chapter, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is made unlawful by any law, rule, regulation, proclamation or executive order as aforesaid.

Capital The incorporators, or the directors if any have been elected and qualified, of any corporation organized under the provisions of this chapter before the payment of any part of its capital, may file with the Lieutenant Governor an amendment or amendments to its articles of incorporation, duly signed by the incorporators named in the original articles of incorporation, or by the directors if any have been elected, and duly acknowledged in the manner required for articles of incorporation, modifying, changing, or altering its articles of incorporation in whole or in part. The Lieutenant Governor shall furnish a certified copy of any such certificate under his hand and seal of office, and the certified copy shall be filed in the office of the clerk of the district court in the judicial division in which the corporation's original articles of incorporation were filed. Upon the filing and recording of the certificate of amendment, the articles of incorporation of said corporation shall be deemed to be amended accordingly as of the date on which the original articles of incorporation were filed. Nothing herein contained shall permit the insertion of any matter not in conformity with the provisions of this chapter.

(a) Any corporation created under the provisions of this chapter, may, from time to time, when and as desired, amend its articles of incorporation by- (1) addition to its corporate powers and purposes, or diminution thereof, or both; or (2) substitution of other powers and purposes, in whole or in part, for those prescribed by its articles of incorporation; or (3) increasing or decreasing its authorized capital stock or reclassifying the same, by changing the number, par value, designations, preferences, or relative, participating, optional, or other special rights of the shares, or the qualifications, limitations or restrictions of such rights, or by changing shares with par value into shares without par value, or shares without par value into shares with par value either with or without increasing or decreasing the number of shares; or (4) changing its corporate title; or (5) making any other change or alteration in its articles of incorporation that may be desired. Any or all such changes or alterations may be effected by one certificate of amendment. All articles of incorporation as so amended, changed or altered, shall contain only such provisions as it would be lawful and proper to insert in original articles of incorporation made at the time of making such amendment. (b) Whenever issued shares having par value are changed into the same or a greater or less number of shares without par value, whether of the same or of a different class or classes of stock, the aggregate amount of the capital of the corporation represented by such shares without par value shall be the same as the aggregate amount of capital represented by the shares so changed; and whenever issued shares without par value are changed into other shares without par value to a greater or less number, whether of the same or of a different class or classes, the amount of capital represented by the new shares in the aggregate shall be the same as the aggregate amount of capital represented by the shares so changed. (c) The certificate of amendment of any articles of incorporation effecting any change in the issued shares of the corporation shall set forth that the capital of the corporation will not be reduced under or by reason of the amendment. (d) Every amendment authorized by subsection (a) of this section shall be made and effected in the following manner- The board of directors shall adopt a resolution setting forth the amendment proposed, declaring its advisability, and calling a meeting of the stockholders entitled to vote in respect thereof for the consideration of such amendment. The meeting shall be called and held upon such notice as the articles of incorporation or by-laws of the corporation shall provide, or, in the absence of such provision, upon notice thereof to each stockholder so entitled to vote, either delivered to such stockholder or mailed to him, at his post-office address, if known, at least ten days before the date fixed for the meeting. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby, as the directors shall deem advisable. At the meeting a vote of the stockholders entitled to vote, in person or by proxy, shall be taken for and against the proposed amendment, which vote shall be conducted by two judges, appointed for the purpose either by the directors or by the meeting. The judges shall decide upon the qualifications of voters, and accept their votes, and when the vote is completed, count and ascertain the number of shares voted respectively for and against the amendment, and shall declare whether the natural or juridical persons holding the majority of the voting stock of the corporation (or of each class of stock entitled to vote thereon, when such vote is to be taken by classes) have voted for or against the proposed amendment; and shall make out a certificate accordingly, stating the number of shares of stock, issued and outstanding and entitled to vote thereon, and the number of shares voted for and the number of shares voted against the amendment respectively, and shall subscribe and deliver the certificate to the secretary of the corporation. If it appears by the certificate of the judges that the natural or juridical persons holding the majority of the stock of the corporation entitled to vote (or of each class of stock when such vote is to be taken by classes) have voted in favor of the amendment, a certificate setting forth the amendment and certifying that such amendment has been duly adopted in accordance with the provisions of this section shall be made under the seal of the corporation and signed by its president or a vice-president, and its secretary or an assistant secretary and the president or such vice-president shall acknowledge the certificate before an officer authorized by the laws of the United States Virgin Islands to authenticate signatures. The certificate, so executed and acknowledged, shall be filed in the office of the Lieutenant Governor, and a copy thereof, certified by the Lieutenant Governor, shall be filed in the office of the clerk of the district court in the judicial division in which the original articles of incorporation are filed. Upon filing the same, the articles of incorporation of the corporation shall be deemed to be amended accordingly. If any proposed amendment would alter or change the preferences, special rights or powers given to any one or more classes of stock by the articles of incorporation, or would affect such class or classes of stock, or would increase or decrease the amount of the authorized stock of such class of classes of stock, or would increase or decrease the par value thereof, then the holders of the stock of each class of stock so affected by the amendment shall be entitled to vote as a class upon such amendment, whether by the terms of the articles of incorporation such class be entitled to vote or not; and the affirmative vote of a majority in interest of each such class of stock so affected by the amendment shall be necessary to the adoption thereof, in addition to the affirmative vote of a majority of all other stock entitled to vote thereon. The amount of the authorized stock of any such class or classes of stock may be increased or decreased by the affirmative vote of the holders of a majority of the stock of the corporation entitled to vote, if so provided in the original articles of incorporation or in any amendment thereto which created such class or classes of stock or in any amendment thereto which was authorized by a resolution or resolutions adopted by the affirmative vote of the holders of a majority of such class or classes of stock. (e) No amendment to articles of incorporation may be filed in the Office of the Lieutenant Governor unless the corporation shall have paid in full all franchise taxes due and payable, including penalties and interest, if any. History: Amended Jan. 13, 1994, No. 5948, § 106(B), Sess. L. 1993, p. 337.

Stock (a) Whenever any corporation organized under this chapter has issued any preferred or special shares it may, subject to the provisions of its articles of incorporation- (1) redeem all or any part of such shares, if subject to redemption, at such time or times, at such price or prices, and otherwise as shall be stated or expressed in the articles of incorporation; or (2) at any time or from time to time purchase all or any part of such shares, but in the case of shares subject to redemption, at not exceeding the price at which the same may be redeemed; or (3) at any time or from time to time, by resolution of the board of directors, retire any such shares redeemed or purchased out of surplus. The corporation may apply to such redemption or purchase an amount out of its capital which shall not be greater than the capital represented by the shares so redeemed or purchased, provided that the effect of any such redemption or purchase and application of capital thereto shall not be to reduce that actual value of its assets to an amount less than the total amount of its debts and liabilities plus the amount of its capital reduced by the amount of capital so applied. Whenever upon the conversion or exchange of preferred or special shares into or for other shares of the corporation the amount of capital represented by such preferred or special shares exceeds the total aggregate par or stated value represented by such other shares, the corporation by resolution of the board of directors may as herein provided reduce its capital at any time thereafter by all or any part of such excess. No such redemption or purchase, however, shall be made out of capital, and there shall be no such redemption of capital after such conversion or exchange, unless the assets of the corporation remaining after such redemption, purchase or reduction shall be sufficient to pay any debts of the corporation, the payment of which shall not have been otherwise provided for. (b) Any such shares so redeemed or purchased by the application of capital or otherwise retired pursuant to the provisions of this section, shall upon the filing of the certificate hereinafter in this section provided for, and any shares of the corporation surrendered to it on the conversion or exchange thereof into or for other shares of the corporation shall, after such conversion or exchange, have the status of authorized and unissued shares of the class of stock to which such shares belong; but if the articles of incorporation prohibit the reissue of such shares, the authorized capital stock of the corporation of the class to which such shares belong shall, upon such redemption, purchase, retirement, conversion or exchange, be deemed to be, and shall, upon the filing of an appropriate certificate, executed as hereinafter provided, be reduced to the extent of the aggregate par value of the shares so redeemed, purchased, retired, converted or exchanged or, if such shares are without par value, to the extent of the number of such shares so redeemed, purchased, retired, converted or exchanged. (c) Whenever any capital of the corporation is applied to the redemption or the purchase of shares, or any shares are retired pursuant to the provisions of this section, or whenever following the conversion or exchange of preferred or special shares of the corporation the capital of the corporation is to be reduced as herein provided, a certificate shall be made accordingly under the seal of the corporation and shall be filed in the office of the Lieutenant Governor and a copy thereof, certified by the Lieutenant Governor, shall be filed in the office of the clerk of the district court in the judicial division in which the original articles of incorporation are filed.

(a) Any corporation organized under this chapter may reduce its capital at any time by- (1) the written consent of the holders of record of the total number of shares of the corporation having voting powers at the time outstanding; or (2) resolution of its board of directors supplemented by a resolution adopted by the holders of record of a majority of said shares at a meeting of the stockholders called for that purpose upon at least ten days' notice given in accordance with the bylaws of the corporation to the stockholders. Any preferred or special shares which have been called for redemption and the payment of the redemption price of which has been provided for shall not be deemed to be outstanding. A certificate stating the fact of such consent or the adoption of such resolution and specifying the manner in and the extent to which the capital of the corporation is to be reduced shall be made under the seal of the corporation and the hands of its president or a vice-president and its secretary or an assistant secretary and the president or such vice-president shall acknowledge the certificate before an officer authorized by the laws of the United States Virgin Islands to take acknowledgments, and the certificate, so executed and acknowledged, shall be filed in the office of the Lieutenant Governor and a copy thereof, certified by the Lieutenant Governor, shall be filed in the office of the clerk of the district court in the judicial division in which the original articles of incorporation are filed. Upon the completion of such filing the capital of the corporation shall thereby be so reduced. No such reduction, however, shall be made in the capital of the corporation unless the assets of the corporation remaining after such reduction are sufficient to pay any debts, the payment of which shall not have been otherwise provided for and the certificate shall so state. (b) Such reduction of the capital of the corporation may be effected by- (1) retiring or reducing the outstanding shares of any class or by drawing the necessary number of outstanding shares of any class by lot for retirement; or (2) the exchange by the holders of outstanding shares of any class of the shares of such class held by them for a decreased number of shares of stock of the same or of a different class of stock; or (3) the exchange of shares having par value for shares having no par value, or of shares without par value for shares with par value; or (4) the exchange of shares having par value for an increased number of shares of lesser par value; or (5) the exchange of par value shares for shares without par value and/or par value shares of any class; or (6) the exchange of shares without par value for par value shares and/or shares without par value of any class, the effect of which is to work a reduction of capital; or (7) reducing (in conjunction with appropriate action under section 222 of this title) the par value of the shares of any class of stock having par value; or (8) reducing the amount of capital represented by shares of stock having no par value; or (9) in case the capital shall have been increased by the transfer thereto from surplus pursuant to the provisions of section 100 of this title, retransferring to surplus all or any part of the amount by which capital shall have been so increased; or (10) the purchase of shares for retirement, either pro rata from all holders of shares of that class of stock or by purchasing such shares from time to time in the open market or at private sale in both cases at not exceeding such price or prices as may be fixed or approved by the stockholders entitled to vote upon the reduction of capital to be effected in that manner; or (11) retiring shares owned by the corporation. If such reduction of capital of the corporation be effected by retiring shares, then, if the consent or resolution of stockholders above referred to shall so provide, an amount not exceeding that part of the capital of the corporation represented by such shares may be charged against or paid out of the capital of the corporation in respect of such shares. (c) If such reduction of capital shall have been effected by retiring or reducing the outstanding shares of any class in any of the manners provided for in subsections (a) and (b) of this section, including the retirement of shares already owned by the corporation, the shares so retired or by the acquisition of which in any manner the outstanding shares of such class shall have been reduced shall, upon the filing and recording of the certificate as provided in this section, if the articles of incorporation do not prohibit the reissue thereof, have the status of authorized and unissued shares of the class of stock to which such shares belong. (d) If the articles of incorporation prohibit the reissue of such shares the filing and recording of such certificate, containing a recital of such fact, shall constitute an amendment to the articles of incorporation effecting a reduction of the authorized capital stock of the corporation to the extent of the aggregate par value of such shares, or, if such shares are without par value, to the extent of the total number of such shares. If such shares constitute all the outstanding shares of any particular class and the reissue thereof is so prohibited, the filing and recording of such certificate, containing a recital of such fact, shall constitute an amendment to the articles of incorporation effecting a reduction in the authorized capital stock of the corporation by the elimination therefrom of all reference to the particular class of stock. (e) When any corporation shall decrease the amount of its capital as provided in this section, the certificate shall be published for three weeks successively at least once in each week, in a newspaper of general circulation published in the United States Virgin Islands; the first publication to be made within fifteen days after the filing of such certificate, and in default thereof the directors of the corporation shall be jointly and severally liable to any creditors of the corporation who shall suffer loss by reason of the noncompliance with the provisions of this section and the stockholders shall be similarly liable up to the amount of such sums as they may respectively receive of the amount so reduced. No such decrease of capital shall release the liability of any stockholder, whose shares have not been fully paid, for debts of the corporation theretofore contracted.

(a) Any two or more corporations organized under the provisions of this chapter or existing under the laws of the United States Virgin Islands, for the purpose of carrying on any kind of business may merge into a single corporation which may be any one of said constituent corporations or may consolidate to form a new corporation as shall be specified in the agreement required by subsection (b) of this section. (b) The directors, or a majority of them, of such corporations as desire to consolidate or merge, may enter into an agreement signed by them under the corporate seals of the respective corporations, prescribing the terms and conditions of consolidation or merger, the mode of carrying the same into effect, and stating such other facts required or permitted by the provisions of this chapter to be set out in articles of incorporation, as can be stated in the case of a consolidation or merger, stated in such altered form as the circumstances of the case require, as well as the manner of converting the shares of each of the constituent corporations into shares of other securities of the corporation resulting from such consolidation or surviving such merger, and if any shares of any of the constituent corporations are not to be converted solely into shares or other securities of the corporation resulting from such consolidation or surviving such merger, the amount of cash or securities of any other corporation which the holders of such shares are to receive in exchange for such shares or upon their conversion and the surrender of certificates evidencing such shares, which cash or securities of any other corporation may be in addition to or in lieu of the shares or other securities of the corporation resulting from such consolidation or surviving such merger, with such other details and provisions as are deemed necessary. (c) The agreement required by subsection (b) of this section shall be submitted to the stockholders of each constituent corporation at a meeting thereof, called separately for the purpose of taking the same into consideration. Due notice of the time, place and object of the meeting shall be given by publication at least once a week for four successive weeks in one or more newspapers of general circulation published in the United States Virgin Islands, and a copy of such notice shall be mailed to the last known post-office address of each stockholder of each such corporation at least 20 days prior to the date of such meeting. At the meeting the agreement shall be considered and a vote by ballot, in person or by proxy, taken for the adoption or rejection of the same, each share entitling the holder thereof to one vote. If the votes of stockholders of each such corporation representing two-thirds of the total number of shares of its capital stock shall be for the adoption of the agreement, then that fact shall be certified on the agreement by the secretary or assistant secretary of each such corporation, under the seal thereof; and the agreement so adopted and certified shall be signed by the president or vice-president and the secretary or assistant secretary of each of such corporations under the corporate seals thereof and acknowledged by the president or vice-president of each of such corporations before any officer authorized by the laws of the United States Virgin Islands to take acknowledgments of deeds to be the respective act, deed and agreement of each of the corporations. The agreement so certified and acknowledged shall be filed in the office of the Lieutenant Governor, and a copy of the agreement, certified by the Lieutenant Governor, shall be filed in the offices of the clerk of the district court in the judicial divisions in which the articles of incorporation of the respective corporations so consolidating or merging are filed. The agreement, when so filed, shall thenceforth be taken and deemed to be the agreement and act of consolidation or merger of the corporations. A certified copy thereof, shall be evidence of the agreement and act of consolidation or merger of the corporations, and of the observance and performance of all acts and conditions necessary to have been observed and performed precedent to such consolidation or merger. History: Amended Aug. 10, 1971, No. 3105, § 1, Sess. L. 1971, p. 329.

Service of Process Upon Surviving Corporation (a) Any one or more corporations organized under the provisions of this chapter or existing under the laws of the United States Virgin Islands may consolidate or merge with one or more other corporations organized under the laws of any state or states, if the laws under which such other corporation or corporations are formed shall permit such consolidation or merger. The constituent corporations may merge into a single corporation, which may be any one of the constituent corporations, or they may consolidate to form a new corporation, which may be a corporation of the United States Virgin Islands or of the state of incorporation of any one of the constituent corporations as shall be specified in the agreement required by subsection (b) of this section. (b) All the constituent corporations shall enter into an agreement in writing which shall prescribe the terms and conditions of the consolidation or merger, the mode of carrying the same into effect, the manner of converting the shares of each of the constituent corporations into shares or other securities of the corporation resulting from or surviving such consolidation or merger, and if any shares of any of the constituent corporations are not to be converted solely into shares or other securities of the corporation resulting from such consolidation or surviving such merger, the amount of cash or securities of any other corporation which the holders of such shares are to receive in exchange for such shares or upon their conversion and the surrender of certificates evidencing such shares, which cash or securities of any other corporation may be in addition to or in lieu of the shares or other securities of the corporation resulting from or surviving such consolidation or merger, and such other details and provisions as shall be deemed necessary or proper. There shall also be set forth in the agreement such other facts as shall then be required to be set forth in articles of incorporation by the laws of the United States Virgin Islands or by the laws of the state which are stated in the agreement to be the laws that shall govern the resulting or surviving corporation and that can be stated in the case of a consolidation or merger. (c) The agreement shall be authorized, adopted, approved, signed and acknowledged by each of the constituent corporations in accordance with the laws under which it is formed and, in the case of a Virgin Islands' corporation, in the manner provided in section 251 of this title. The agreement so authorized, adopted, approved, signed and acknowledged shall be filed in the office of the Lieutenant Governor, and a copy thereof, certified by the Lieutenant Governor, shall be filed in the office of the clerk of the district court in the judicial division in which the articles of incorporation are filed. The agreement, when so filed, shall henceforth be taken and deemed to be the agreement and act of consolidation or merger of the constituent corporations for all purposes of the laws of the United States Virgin Islands and if the corporation resulting from or surviving such consolidation or merger is a Virgin Islands' corporation such agreement shall have the force and effect of articles of incorporation. (d) If the corporation resulting from such consolidation or surviving such merger is to be governed by the laws of any state it shall agree that it may be served with process in the United States Virgin Islands in any proceeding for enforcement of any obligation of any constituent corporation of the United States Virgin Islands as well as for enforcement of any obligation of the resulting or surviving corporation arising from the consolidation or merger, including any action or other proceeding to enforce the right of any stockholder as determined in appraisal proceedings pursuant to the provisions of section 256 of this title, and shall irrevocably appoint the Lieutenant Governor as its agent to accept service of process in any such action or other proceeding and shall specify the address of the corporation to which a copy of such process shall be mailed by the Lieutenant Governor. Service of such process shall be made personally delivering to and leaving with the officer designated by the Lieutenant Governor for that purpose duplicate copies of such process and of the complaint. The Lieutenant Governor shall forthwith send by registered mail one of such copies to such resulting or surviving corporation at its address so specified, unless such resulting or surviving corporation shall thereafter have designated in writing to the Lieutenant Governor a different address for such purpose, in which case it shall be mailed to the last address so designated. In any action in which the process shall be so served, the plaintiff shall pay to the Lieutenant Governor the sum of five dollars ($5.00), which sum shall be taxed as a part of the costs in the action if the plaintiff shall prevail therein. The Lieutenant Governor shall enter alphabetically in a process book, kept for that purpose, the name of plaintiff and defendant, the title and number if any of the cause in which process has been served upon the Lieutenant Governor, and the day and hour when the service was made. History: Amended Aug. 10, 1971, No. 3105, § 2, Sess. L. 1971, p. 330.

Corporations When an agreement of consolidation or merger shall have been signed, acknowledged and filed, in accordance with the requirements of this chapter, for all purposes of the laws of the United States Virgin Islands the separate existence of all the constituent corporations, parties to said agreement, in the case of consolidation, or of all such constituent corporations except the one in which the other or others of such constituent corporations have been merged, in the case of merger, shall cease and the constituent corporations shall become a new corporation, or be merged into one of such corporations, in the case of merger, in accordance with the provisions of said agreement, possessing all the rights, privileges, powers and franchises of a public as well as of a private nature, and being subject to all the restrictions, disabilities and duties of each of such corporations so consolidated or merged, and all and singular the rights, privileges, powers and franchises of each of said corporations, and all property, real and personal, and all debts due to any of said constituent corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of such corporations shall be vested in the corporation resulting from or surviving such consolidation or merger; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the resulting or surviving corporation as they were of the several and respective constituent corporations, and the title to any real property vested by deed or otherwise, under the laws of the United States Virgin Islands, in any such constituent corporations, shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of any of said constituent corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective constituent corporations shall thenceforth attach to said resulting or surviving corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Issuance of Stock, Bonds, Etc When two or more corporations are consolidated or merged, the corporation resulting from such consolidation or surviving such merger may issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates thereto attached, to an amount sufficient with its capital stock to provide for all the payments it will be required to make or obligations it will be required to assume, in order to effect such consolidation or merger in accordance with the terms of agreement thereof; to secure the payment of which bonds and obligations it shall be lawful to mortgage its corporate franchise, rights, privileges and property; and may issue certificates of its capital stock and other securities to the stockholders of such constituent corporations in exchange or payment for the original shares, in such amount as shall be necessary in accordance with the terms of agreement of consolidation or merger in order to effect such consolidation or merger in the manner and on the terms specified in such agreement.

Any action or proceeding pending by or against any of the corporations consolidated or merged may be prosecuted as if such consolidation or merger had not taken place, or the corporation resulting from such consolidation or surviving such merger may be substituted in its place.

(a) The corporation resulting from any consolidation or surviving any merger shall within 10 days after the date in which the agreement of consolidation or merger has been filed, notify each stockholder in any corporation of the United States Virgin Islands consolidating or merging, who objected thereto in writing and whose shares were not voted in favor of such consolidation or merger, and who filed such written objection with the corporation before the taking of the vote in such consolidation or merger, that the agreement has been filed. Such notice shall include a statement that the stockholder has the right, within 20 days after the date of mailing the notice, to demand in writing payment of the value of his stock and a statement of the provisions of subsections (a) and (b) of this section. The notice shall be sent by registered mail, return receipt requested, addressed to the stockholder at his last known address as it appears on the books of the corporation. If any such stockholder shall within 20 days after the date of mailing of the notice demand in writing, from the corporation resulting from or surviving such consolidation or merger, payment for his stock, such resulting or surviving corporation shall, within 30 days after the expiration of the period of 20 days, pay to him the value of his stock on the date of the filing of the agreement of consolidation or merger, exclusive of any element of value arising from the expectation or accomplishment of such consolidation or merger. (b) If during the period of 30 days provided for in subsection (a) of this section, the corporation and any such objecting stockholder fail to agree as to the value of such stock, any such stockholder, or the corporation resulting from such consolidation or surviving such merger, may by petition filed in the district court within four months after the expiration of the period of 30 days demand a determination of the value of the stock of all such objecting stockholders by an appraiser to be appointed by the court. (c) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the corporation, which shall within ten days after such service file in the office of the clerk of the court in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the corporation. If the petition shall be filed by the corporation, the petition shall be accompanied by such a duly verified list. The clerk of the court shall give notice of the time and place fixed for the hearing of such petition by registered mail to the corporation and to the stockholders shown upon the list at the addresses therein stated, and notice shall also be given by publishing a notice at least once a week for two successive weeks, the second publication to appear at least one week before the day of the hearing, in a newspaper of general circulation published in the United States Virgin Islands. The court may direct such additional publications of notice as it deems advisable. The forms of the notices by mail and by publication shall be approved by the court. (d) After the hearing of such petition the court shall determine the stockholders who have complied with the provisions of this section and become entitled to the valuation of and payment for their shares, and shall appoint an appraiser to determine such value. Such appraiser may examine any of the books and records of the corporation or corporations the stock of which he is charged with the duty of valuing, and he shall make a determination of the value of the shares upon such investigation as to him seems proper. The appraiser shall also afford a reasonable opportunity to the parties interested to submit to him pertinent evidence on the value of the shares. The appraiser, also, shall have such powers and authority as may be conferred upon him by the rules of the court or by the order of his appointment. (e) The appraiser shall determine the value of the stock of the stockholders adjudged by the court to be entitled to payment therefor and shall file his report respecting such value in the office of the clerk of the court in which the petition was filed and notice of the filing of such report shall be given by the said clerk to the parties in interest. Such report shall be subject to exceptions to be heard before the court both upon the law and facts. The court shall by its decree determine the value of the stock of the stockholders entitled to payment therefor and shall direct the payment of such value, together with interest, if any, as hereinafter provided, to the stockholders entitled thereto by the resulting or surviving corporation upon the transfer to it of the certificates representing such stock, which decree may be enforced as other decrees in the district court may be enforced, whether such resulting or surviving corporation be a corporation of the United States Virgin Islands or of any state of the United States. (f) At the time of appointing the appraiser or at any time thereafter the court may require the dissenting stockholders to submit their certificates of stock to the clerk of the court for notation thereon of the pendency of the appraisal proceedings, and if any stockholder fails to comply with such direction the court may dismiss the proceedings as to such stockholder. (g) The cost of any such appraisal, including a reasonable fee to and the reasonable expenses of the appraiser, but exclusive of fees of counsel or of experts retained by any party, may on application of any party in interest be determined by the court and taxed against the corporation unless it shall be shown that one or more parties to the proceeding has acted in bad faith or unreasonably, in which case the court may tax such cost in whole or in part against the parties to such appraisal as appears equitable, except that the cost of giving the notice by publication and by registered mail herein above provided for shall be paid by the corporation. The court may, in application of any party in interest, determine the amount of interest, if any, to be paid upon the value of the stock of the stockholders entitled thereto. (h) Any stockholder who has demanded payment of his stock as herein provided shall not thereafter be entitled to vote such stock for any purpose or be entitled to the payment of dividends or other distribution on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the date of the filing of the agreement of merger or consolidation) unless the appointment of an appraiser shall not be applied for within the time herein provided, or the proceeding be dismissed as to such stockholder, or unless such stockholder shall with the written approval of the corporation deliver to the corporation a written withdrawal of his objections to and an acceptance of such consolidation or merger, in any of which cases the right of such stockholder to payment of his stock shall cease. (i) The shares of the surviving or resulting corporation into which the shares of such dissenting stockholders would have been converted had they assented to the consolidation or merger shall have the status of authorized and unissued shares of the surviving or resulting corporation.

Every corporation may, by resolution of its board of directors, sell, lease or exchange all of its property and assets, including its good will, upon such terms and conditions and for such price, rent or property, which may be in whole or in part shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors deems expedient and for the best interests of the corporation and all the stockholders thereof, when and as authorized by the affirmative vote of the holders of a majority of the stock issued and outstanding having voting power given at a stockholders' meeting duly called for that purpose, or when authorized by the written consent of the holders of a majority of the voting stock issued and outstanding. The articles of incorporation may require the vote or written consent of the holders of a larger proportion of the stock issued and outstanding but in no event more than three-fourths thereof.

Beginning Business Before the payment of any part of the capital and before beginning business for which the corporation was created, the incorporators named in the articles of incorporation, or a majority of them, may surrender all their corporate rights and franchises, by filing in the office of the Lieutenant Governor a certificate, verified by the oath or affirmation of a majority of the incorporators named in the articles of incorporation, that no part of the capital has been paid and the business has not been begun, and surrendering all rights and franchises, and thereupon the corporation shall be dissolved. A certified copy of the certificate shall be filed in the office of the clerk of the district court in the judicial division in which the original articles of incorporation were filed.

(a) If in the judgment of the board of directors, it is deemed advisable and beneficial for the corporation that it should be dissolved, the board, within twenty days after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, of which meeting every director shall have received at least three days' notice, shall cause notice of the adoption of the resolution to be mailed to each stockholder of record having voting power, and also beginning with said twenty days cause a like notice to be published in a newspaper of general circulation published in the United States Virgin Islands, at least four weeks successively, once a week, next preceding the time appointed for the same, of a meeting of the stockholders to be held at the office of the corporation, to take action upon the resolution so adopted by the board of directors, which meeting shall be convened between the hours of ten o'clock in the forenoon and three o'clock in the afternoon of the day so named and which meeting may, on the day so appointed by consent of a majority in interest of the stockholders present, be adjourned from time to time, for not less than eight days at any one time, of which adjourned meeting notice by advertisement in said newspaper shall be given. (b) If, at any such meeting, two-thirds of all the stockholders having voting power shall consent that a dissolution shall take place and signify their consent in writing, such consent, together with a list of the names and residence of the directors and officers, certified by the president and the secretary or treasurer, shall be filed in the office of the Lieutenant Governor. (c) The Lieutenant Governor, upon being satisfied by due proof that the requirements aforesaid have been complied with, shall issue a certificate that such consent has been filed, and the board of directors shall cause such certificate to be published four weeks consecutively, at least once a week, in a newspaper of general circulation; and upon the filing in the office of the Lieutenant Governor of an affidavit that the said certificate has been so published, the corporation shall be dissolved and the directors shall proceed to settle up and adjust its business and its affairs as provided in sections 285 and 286 of this title. (d) Whenever all the stockholders shall consent in writing to a dissolution, no meeting or notice thereof shall be necessary, but on filing such consent in the office of the Lieutenant Governor he shall forthwith issue a certificate of dissolution, which shall be published as above provided. (e) Whenever the Lieutenant Governor issues a certificate of dissolution it shall be filed in the office of the clerk of the district court in the judicial division in which the principal office of the corporation was maintained. (f) Whenever a corporate or trade name has been abandoned through dissolution or otherwise for 5 consecutive years or more, the Lieutenant Governor shall make such names available to any new business or corporation or businesses or corporations desiring the use of such names. History: Amended Oct. 23, 1980, No. 4498, § 15b, Sess. L. 1980, p. 230.

No certificate of dissolution shall be issued under the provisions of section 283 of this title until all taxes, penalties or fees due to or assessable by Government of the United States Virgin Islands have been paid by the corporation and the Commissioner of Finance shall have so certified.

Actions and Winding Up Affairs All corporations, whether they expire by their own limitation or are otherwise dissolved, shall nevertheless be continued, for the term of three years from such expiration or dissolution, bodies corporate for the purpose of prosecuting and defending actions by or against them, and of enabling them gradually to settle and close their business, to dispose of and convey their property, and to divide their capital stock, but not for the purpose of continuing the business for which the corporation shall have been established. With respect to any action or proceeding begun or commenced by or against the corporation prior to the expiration or dissolution and with respect to any action or proceeding begun or commenced by or against the corporation within three years after the date of the expiration or dissolution, the corporation shall, only for the purpose of such actions or proceedings so begun or commenced, be continued bodies corporate beyond the three-year period and until any judgments, orders, or decrees therein shall be fully executed.

(a) Upon the dissolution in any manner of any corporation the directors then in office shall be liquidating trustees thereof, with full power to settle the affairs, collect the outstanding debts, sell and convey the property and divide the moneys and other property among the stockholders, after paying its debts as far as such money and property shall enable them; they shall have power to meet and act under the bylaws of the corporation and, under regulations to be made by a majority of said trustees, to prescribe the terms and conditions of the sale of such property, and may sell all or any part for cash, or partly on credit, or take mortgages and bonds for part of the purchase price for all or any part of said property. (b) The directors, constituted liquidating trustees as aforesaid, shall have authority to sue for and recover the aforesaid debts and property, by the name of the corporation, and shall be suable by the same name, or in their own names or individual capacities for the debts owing by such corporation, and shall be jointly and severally responsible for such debts, to the amount of the moneys and property of the corporation which shall come to their hands or possession as such trustees.

Application When any corporation shall be dissolved in any manner whatever, the district court, on application of any creditor or stockholder at any time, may either continue the directors as liquidating trustees as aforesaid, or appoint one or more persons to be receivers of such corporation, to take charge of the estate and effects thereof and to collect the debts and property due and belonging to the corporation, with power to prosecute and defend, in the name of the corporation or otherwise, all actions necessary or proper for the purpose aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by such corporation, of its unfinished business; and the powers of such trustees or receivers may be continued as long as the court shall think necessary for such purpose.

(a) An action for any one or more of the following causes, to procure a judgment dissolving a corporation created by or under this chapter, and forfeiting its corporate rights and franchises; or its license to do business within the United States Virgin Islands, if it be a foreign corporation, may be maintained in the district court by the United States attorney in the name and in behalf of the government of the United States Virgin Islands, or by a creditor or stockholder upon proof to the court that the United States attorney omits for thirty days after the submission of a verified statement of the facts to maintain such an action- (1) where the corporation is insolvent, as evidenced by a return of no property found in execution, or by a judgment or decree in insolvency proceedings or an adjudication of bankruptcy; or (2) where it has suspended its ordinary and lawful business, for at least one year; or (3) where it is a party to an illegal combination in restraint of trade; or (4) where the law imposes the penalty of dissolution; or (5) where it has violated any provision of the law under which it was incorporated; or (6) where it has done or omitted any act which amounts to a surrender of its corporate rights, privileges, and franchises; or (7) where it exercises a right, privilege, or franchise not conferred upon it by law; or (8) where the incorporation, or any renewal or modification thereof, was procured by a fraudulent suggestion or concealment of a material fact by any of the persons incorporated or with their knowledge and consent. (b) If it is determined that a corporation against which an action has been commenced under this section has forfeited its corporate rights, privileges, and franchises, judgment shall be given that such corporation be excluded therefrom, and that the corporation be dissolved. (c) A judgment in any action under this section in respect to costs may be enforced by execution as a judgment which requires the payment of money. In all other respects, obedience to the judgment may be enforced by attachment of the body of any or all of the officers or members of the defendant corporation who refuse or neglect obedience thereto. (d) The district court shall have power, by appointment of receivers or otherwise, to administer and liquidate the affairs of any corporation, whose articles of incorporation shall be revoked or forfeited under the provisions of this section, and to make such orders and decrees with respect thereto as shall be just and equitable respecting its affairs, business property and assets and the rights of the stockholders and creditors thereof. (e) No proceeding shall be instituted under this section for non-use of any corporation's powers, privileges or franchises during the first two years after its incorporation.

Whenever any corporation is dissolved or its articles of incorporation forfeited by decree or judgment of a competent court, a certified copy of the decree or judgment shall be forthwith filed in the office of the Lieutenant Governor by the clerk of the court in which the decree or judgment shall be entered.

In the administration, liquidation or distribution of the property of any corporation upon its voluntary or involuntary dissolution, or upon revocation of its articles of incorporation or forfeiture of its corporate existence, after payment of necessary costs and expenses of preserving its assets, wages or commissions earned by employees or salesmen of the corporation within six months before the date of such dissolution, revocation or forfeiture of its corporate existence, shall have priority over unsecured creditors. The terms "employees" or "salesmen" shall not be construed to include any of the officers of the corporation.

(a) At any time prior to the expiration of three years following the dissolution of a corporation pursuant to the provisions of section 283 of this title, a corporation may revoke the voluntary dissolution proceeding theretofore taken by proceeding in the following manner- (1) The board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked and directing that the question of the revocation be submitted to a vote at a special meeting of stockholders. (2) Notice of the meeting, stating that the purpose or one of the purposes of the meeting is to consider the advisability of revoking the voluntary proceedings, shall be mailed, by first class mail to each stockholder having voting power, at least 20 days before the date fixed in the notice for the meeting. (3) At the meeting a vote of the stockholders entitled to vote thereat shall be taken on a resolution to revoke the voluntary dissolution proceedings, which shall require for its adoption the affirmative vote of the holders of at least two-thirds of all the stock having voting power. (4) Upon the adoption of the resolution, a statement of revocation of voluntary dissolution proceedings shall be executed by the corporation by its president or a vice-president and by its secretary or an assistant secretary, and verified by one of the officers signing the statement, which statement shall set forth- (A) the name of the corporation; (B) the names and respective addresses of its officers; (C) the names and respective addresses of its directors; (D) a copy of the resolution adopted by the stockholders revoking the voluntary dissolution proceedings previously taken by the corporation; (E) the number of shares outstanding having voting power; and (F) the number of shares voted for and against the resolution, respectively. (b) In lieu of the proceeding specified in subsection (a) of this section, the voluntary dissolution proceedings theretofore taken by a corporation may be revoked by proceeding in the following manner- Upon the execution of a consent in writing, signed by all the stockholders having voting power, to a revocation of the voluntary dissolution proceedings previously taken by the corporation, no meeting of directors or stockholders shall be necessary, but the consent shall be filed in the office of the Lieutenant Governor, accompanied by a statement executed by the corporation by its president or a vice-president and by its secretary or an assistant secretary, and verified by one of the officers signing the statement, setting forth- (A) the name of the corporation; (B) the names and respective addresses of its officers; (C) the names and respective addresses of its directors; (D) a copy of the written consent signed by all stockholders having voting power revoking the voluntary dissolution proceedings; and (E) that the written consent has been signed by all stockholders of the corporation having voting power or signed in their names by their attorney or attorneys thereunto duly authorized. (c) Upon the filing in the office of the Lieutenant Governor of a statement of revocation of voluntary dissolution proceedings, whether by vote of the stockholders or by unanimous written consent, the Lieutenant Governor upon being satisfied that the requirements of this section have been complied with, shall issue his certificate that the voluntary dissolution proceedings previously taken by the corporation have been revoked, and the certificate of the Lieutenant Governor shall be filed in the office of the clerk of the district court in the judicial division in which the principal office of the corporation was maintained, and thereupon the revocation of the voluntary dissolution proceedings shall become effective and the corporation may again carry on its business. (d) If, after the dissolution proceedings become effective, any other corporation organized under the laws of the United States Virgin Islands shall have adopted the same name as the corporation, or shall have adopted a name so nearly similar thereto as not to distinguish it from the corporation, then, in such case, the corporation shall not be reinstated under the same name which it bore when its dissolution proceedings became effective, but shall adopt and be reinstated under some other name which, under existing law, could be adopted by a corporation formed and organized under the provisions of this chapter, and in such case the certificate to be filed under the provisions of this section shall set forth the name borne by the corporation at the time its dissolution proceedings became effective and the new name under which the corporation is to be reinstated. (e) Nothing in this section shall be construed to terminate or affect the authority or power of the district court in any proceeding under this chapter.

(a) Any corporation existing under the laws of the United States Virgin Islands may, at any time before the expiration of the time limited for its existence and any corporation existing under the laws of the United States Virgin Islands whose articles of incorporation have become inoperative by law and any corporation existing under the laws of the United States Virgin Islands whose articles of incorporation have expired by reason of failure to renew the same or whose articles of incorporation have been renewed, but, through failure to comply strictly with the provisions of this chapter, the validity of such renewal has been brought into question, may at any time procure an extension, restoration, renewal or revival of its articles of incorporation, subject to all of its duties, debts and liabilities which had been secured or imposed by its original articles of incorporation and all amendments thereto. (b) The extension, restoration, renewal or revival of the articles of incorporation may be procured by filing with the Lieutenant Governor a certificate of any two of its last acting officers or other officers to be elected as provided in subsection (h) of this section, duly sworn or affirmed to by such officers before any person authorized by the laws of the United States Virgin Islands to administer oaths. The certificate shall not be executed by any officer and his assistant officer, as for instance a secretary and an assistant secretary, and the two officers executing the certificate shall not be one and the same person. (c) The certificate prescribed in subsection (b) of this section shall state- (1) the name of the corporation, which name shall be the existing name of the corporation or the name it bore when its articles of incorporation expired, except as otherwise provided in subsection (f) of this section; (2) the name of the town and the address therein at which its principal office or place of business within the United States Virgin Islands is located and the name and address within the United States Virgin Islands of its resident agent; (3) whether or not the renewal, restoration or revival is to be perpetual and if not perpetual the time for which the renewal, restoration or revival is to continue and, in case of renewal before the expiration of the time limited for its existence, the date when the renewal is to commence, which shall be prior to the date of the expiration of the old articles of incorporation which it is desired to renew; (4) that the corporation desiring to be renewed or revived and so renewing or reviving its articles of incorporation was duly organized under the laws of the United States Virgin Islands; (5) the date when the articles of incorporation of the corporation would expire, if such is the case, or such other facts as may show that the articles of incorporation have become inoperative or void or that the validity of any renewal has been brought into question; and (6) that the certificate for renewal or revival is filed by authority of those who were directors or managers of the corporation at the time its articles of incorporation expired or who were elected directors or managers of the corporation as provided in subsection (h) of this section. (d) The certificate shall be filed in the office of the Lieutenant Governor, who shall furnish a certified copy of the same under his hand and seal of office. The certified copy shall be filed in the office of the clerk of the district court in the judicial division in which the principal office of the corporation is maintained. The certificate or a copy thereof duly certified by the Lieutenant Governor shall be evidenced in all courts of the United States Virgin Islands. (e) Upon the filing of the certified copy the corporation shall be renewed and revived with the same force and effect as if its articles of incorporation had not become inoperative and void or had not expired by limitation. Such reinstatement shall validate all contracts, acts, matters and things made, done and performed within the scope of its articles of incorporation by the corporation, its officers and agents during the time when its articles of incorporation were inoperative or void or after its expiration by limitation, with the same force and effect and to all intents and purposes as if the articles of incorporation had at all times remained in full force and effect. All real and personal property, rights and credits, which belonged to the corporation at the time its articles of incorporation became inoperative or void, or expired by limitation and which were not disposed of prior to the time of its revival or renewal shall be vested in the corporation, after its revival and renewal, as fully and amply as they were held by the corporation at and before the time its articles of incorporation became inoperative or void or expired by limitation, and the corporation after its renewal and revival shall be as exclusively liable for all contracts, acts, matters and things made, done or performed in its name and on its behalf by its officers and agents prior to its reinstatement, as if its articles of incorporation had at all times remained in full force and effect. (f) If, after the articles of incorporation became inoperative or void for nonpayment of taxes or expired by limitation, any other corporation organized under the laws of the United States Virgin Islands shall have adopted the same name as the corporation sought to be renewed or revived or shall have adopted a name so nearly similar thereto as not to distinguish it from the corporation renewed or revived under the provisions of this section, then, in such case, the renewed or revived corporation shall not be renewed under the same name which it bore when its articles of incorporation became inoperative or void or expired but shall adopt and be renewed under some other name which, under existing law, could be adopted by a corporation formed and organized under the provisions of this chapter and in such case the certificate to be filed under the provisions of this section shall set forth the name borne by the corporation at the time its articles of incorporation became inoperative or void or expired and the new name under which the corporation is to be renewed or revived. (g) Any corporation seeking to renew or revive its articles of incorporation under the provisions of this chapter shall pay to the Government of the United States Virgin Islands in lieu of and in full satisfaction of all taxes and penalties thereon due such government a sum equal to all taxes and penalties thereon due at the time its articles of incorporation became inoperative and void for nonpayment of taxes, or expired by limitation or otherwise. (h) If only one or more of the last acting officers of any corporation desiring to renew or revive its articles of incorporation is available by reason of death, unknown address or refusal or neglect to act at the time of its renewal, the directors of the corporation, or those remaining on the board if not less than three, may elect a successor to the officer or officers who are dead or whose addresses are unknown or who refuse or neglect to act. In any case where there shall be less than three directors of the corporation available for the purposes aforesaid, by reason of death, unknown address or refusal or neglect to act, the stockholders of the corporation may elect as many directors as may be necessary, together with the directors who are ready and willing to act, to constitute a board of three directors or they may elect a full board of directors, as provided by the bylaws of the corporation, and the board may elect successors to the officers who are deceased or whose addresses are unknown or who refuse or neglect to act. A meeting of the directors of the corporation for the election of officers may be called by any officer or any director upon ten days' written notice delivered personally or mailed to the last known post-office address of each director. A meeting of the stockholders for the purpose of electing directors may be called by any officer, director or stockholder upon ten days' written notice delivered or mailed to the last known post-office address of each stockholder. Any two of the officers may then take all steps and do all things necessary and proper to be done for the renewal or revival of the existence of the corporation as provided in this section. (i) After a renewal or revival of the articles of incorporation of the corporation shall have been effected, the two officers who signed the certificate of renewal or revival shall, jointly, forthwith call a meeting of the stockholders of the corporation upon not less than ten days' written notice, and at the meeting the stockholders shall elect a full board of directors, which board shall then elect such officers as are provided by law, by the articles of incorporation or the bylaws to conduct and carry on the business of the corporation.

Any corporation desiring to renew, extend and continue its corporate existence shall, upon complying with the provisions of section 312 of this title, be and continue for the time stated in its certificate of renewal a corporation and shall, in addition to the rights, privileges and immunities conferred by its original articles of incorporation, possess and enjoy all the benefits of this chapter which are applicable to the nature of its business, and shall be subject to the restrictions and liabilities by this chapter imposed on such corporations.

The District Court of the United States Virgin Islands shall have jurisdiction over the directors, managers, trustees and other officers of a corporation organized under this chapter, and of any foreign corporation admitted to do business in the United States Virgin Islands, to- (1) compel such directors, managers, trustees and other officers to account for their official conduct in the management and disposition of the funds, property and business committed to their charge; (2) order, decree and compel payment by them to the corporation which they represent, and to its creditors of all sums of money and all the value of all property which they may have acquired to themselves, or transferred to others, or may have lost or wasted by any violation of their duties or abuse of their powers, by such directors, managers, trustees or other officers of such corporation; (3) enjoin any director, trustee, manager or other officer from exercising his office whensoever it shall appear that he has abused his trust; (4) remove any such director, trustee or other officer upon proof or conviction of gross misconduct; (5) direct, if necessary, new elections to be held by the body or board or stockholders, duly authorized for that purpose, to supply any vacancy created by such removal, and at such election no person so removed or suspended shall be eligible as a director, trustee or other officer of such corporation; and (6) restrain and prevent any alienation of property of the corporation by said directors, trustees or other officers in cases where it may be threatened, or there is good reason to apprehend that it is intended to be made in fraud of the rights and interests of such corporation.

An action as prescribed in section 341 of this title may be brought by the United States attorney in behalf of the Government of the United States Virgin Islands or by a creditor or stockholder of the corporation, or by a trustee, director, manager, or other officer of the corporation, having a general superintendence of its concerns.

Receiver Whenever any corporation refuses, fails, or neglects to obey any order or decree of a competent court within the time fixed by the court for its observance, such refusal, failure or neglect shall be a sufficient ground for the appointment of a receiver of the corporation. If the corporation be a foreign corporation, such refusal, failure or neglect shall be a sufficient ground for the appointment of a receiver of the assets of the corporation within the United States Virgin Islands.

Liability of Corporation; Unsatisfied Judgment Against Corporation (a) When the officers, directors or stockholders of any corporation are liable to pay the debts of the corporation, or any part thereof, any action to enforce such liability shall be a class action for the benefit of all creditors to which the corporation if in existence shall be a party. (b) No suit shall be brought against any officer, director or stockholder for any debt or liability of a corporation, of which he is an officer, director or stockholder, until judgment be obtained therefor against the corporation, nor after three years from the date of such judgment and any such officer, director or stockholder may set up any defense which the corporation might have asserted against such debt or liability. The subsection does not apply to suits brought against officers or directors of a corporation in dissolution or liquidation for maladministration of their duties under subchapter X of this chapter.

The liability of corporations created under the laws of the United States Virgin Islands or of the stockholders, directors or officers thereof, or the rights or remedies of the creditors thereof, or of persons doing or transacting business with the corporation, shall not in any way be lessened or impaired by the sale of the control or assets thereof, or by the increase or decrease in the capital stock of any such corporation, or by the consolidation or merger of two or more corporations, or by any change or amendment in the articles of incorporation except, with respect to the liability of directors for any change or amendment to add provisions authorized by section 2(b)(4) of this title. History: Amended Aug. 17, 1993, No. 5880, § 4(a)(2), Sess. L. 1993, p. 165.

(a) No corporation organized under the laws of the United States Virgin Islands shall be permitted to set up, or rely upon the want of legal organization as a defense to any action against it, and no person transacting business with the corporation, or sued for injury done to its property, shall be permitted to rely upon such want of legal organization as a defense. (b) This section shall not be construed to prevent judicial inquiry into the regularity or validity of the organization of the corporation or its lawful possession of any corporate power it may undertake to assert in any other action or proceeding where its corporate existence or the power to exercise the corporate rights it asserts is challenged, and evidence tending to sustain the challenge shall be admissible in any such action or proceeding.

No corporation or general or limited partnership shall plead any law against usury in any court as a defense in any action instituted to enforce the payment of any bond, note or other evidence of indebtedness issued or assumed by such entity. History: Amended June 29, 1981, No. 4603, Sess. L. 1981, p. 99.

In case legal process against a corporation cannot by due diligence be served upon any person authorized to receive it, such process, including the complaint, may be served in duplicate upon the Lieutenant Governor, which service shall be effectual for all purposes of law. Within two days after service upon the Lieutenant Governor, he shall notify the corporation thereof by letter directed to the corporation at its last registered office, in which letter shall be enclosed a copy of the process, the complaint or other papers served. In any action in which the process shall be so served the plaintiff shall pay to the Lieutenant Governor the sum of twenty-five dollars ($25.00), which sum shall be taxed as a part of the costs in the action if the plaintiff shall prevail therein. The Lieutenant Governor shall enter alphabetically in a process book, kept for that purpose, the name of plaintiff and defendant, the title and number, if any, of the cause in which process has been served upon him, and day and hour when the service was made. History: Amended Aug. 17, 1999, No. 6287, § 13, Sess. L. 1999, p. 46.

(a) Every corporation created under the laws of the United States Virgin Islands shall file annually in the office of the Lieutenant Governor, a report authenticated by the signature of the president or the vice- president and of the treasurer or the assistant treasurer. The report shall contain- (1) a true and exact statement of the amount of the corporation's capital which is used in conducting business within the United States Virgin Islands; (2) a true and exact general balance sheet showing the financial condition of the corporation at the close of its last fiscal year; (3) a profit and loss statement for the last fiscal year of the corporation; and (4) such other information relating thereto as may be required by the Lieutenant Governor. There shall be included in the report a list of the names and addresses of all the directors and officers of the corporation and the expiration of their terms of office. The reporting requirements of paragraphs (2) and (3) of this subsection shall not apply to a VIFSC as defined in chapter 12 of this title. (b) Every corporation required to file an annual report pursuant to this section shall submit such report as prescribed by the provisions of section 531(b) of this title. History: Amended Feb. 1, 1985, No. 5037, § 2, Sess. L. 1984, p. 460; Oct. 21, 1988, No. 5369, § 4(b), Sess. L. 1988, p. 257; Jan. 1, 2002, No. 6490, § 1(a), Sess. L. 2001, p. 374.

If the corporation fails to render such report, or to amend it whenever the Lieutenant Governor finds the report incomplete or unsatisfactory and requires that it be amended, the Lieutenant Governor shall refer the matter to the United States attorney who may institute a criminal action against the corporation. If convicted, the corporation shall be fined not more than $500 and costs; and the court shall order the directors and the officers of the corporation to file or amend the report or the copy, as the case may be, within the time specified in such order. Failure to obey the order shall be punished as contempt of court.

Every foreign corporation which has qualified to do business in the United States Virgin Islands shall file annually in the office of the Lieutenant Governor, not later than April 15, a report authenticated by the signature of the president or the vice-president and of the treasurer or the assistant treasurer. The report shall contain- (1) a true and exact statement of the amount of the corporation's capital which is used in conducting business within the United States Virgin Islands; (2) a true and exact general balance sheet showing the financial condition of the corporation at the close of its last fiscal year; (3) a profit and loss statement for the last fiscal year of the corporation; and (4) such other information related thereto as may be required by the Lieutenant Governor. There shall be included in the report a list of the names and addresses of all the directors and officers of the corporation and the expiration dates of their terms of office.

If any foreign corporation fails to file the report required by section 373 of this title, or refuses to file or to amend such report whenever the Lieutenant Governor finds the report incomplete or unsatisfactory and requires that it be amended, the Lieutenant Governor shall refer the matter to the United States attorney, who may institute a criminal action against the corporation. If convicted, the corporation shall be fined not more than $500 and costs. The court shall also suspend the authorization of the corporation to do business in the United States Virgin Islands, and shall order the corporation to file or amend the report or the copy, as the case may be, within the time specified in the order. Failure to obey such order shall be cause for revocation of the authorization granted to the corporation to do business in the United States Virgin Islands. Any corporation doing business in the United States Virgin Islands after the suspension or revocation of such authorization shall be subject to the penalties prescribed by section 406 of this title.

The Lieutenant Governor may, in special cases, grant an extension of time that shall not exceed thirty days from the date fixed for the filing of the annual reports of domestic or foreign corporations doing business in the United States Virgin Islands. The extension will be granted only after it has been determined, upon application filed on time, that the corporation will not be able, for good and sufficient reasons, to file its annual report within the time fixed by law. The provisions of section 372 or 374 of this title, whichever is applicable, shall be applied to any corporation that has been granted an extension of time but has failed to file its annual report within such extended time.

(a) No corporation created by the laws of any foreign country or any state of the United States, or the laws of the United States, shall do any business in the United States Virgin Islands through or by branch offices, agents or representatives located in the United States Virgin Islands until it shall have filed in the office of the Lieutenant Governor a certified copy of its charter or certificate of incorporation, a certificate signed by its president or vice president and under its corporate seal, attested by its secretary or assistant secretary, stating the name of its authorized agent in the United States Virgin Islands upon whom service of legal process against it may be made, and a sworn statement of the assets, liabilities and capital stock (both authorized and paid up) of the corporation at the close of its last fiscal year. For filing said documents the Lieutenant Governor shall charge the fees prescribed in section 431(a)(8) of this title. (b) The certificate of the Lieutenant Governor under his seal of office, of the filing of the charter or certificate of incorporation and other documents required shall be delivered to the agent of the corporation upon the payment to the Lieutenant Governor of the usual fees for making certified copies, and the certificate shall be prima facie evidence of the right of the corporation to do business in the United States Virgin Islands.

of Incorporation, Merger, Etc Every foreign corporation admitted to do business in the United States Virgin Islands which shall amend its charter or articles of incorporation from time to time or shall be a party to a merger or consolidation permitted by the laws of the state under which it is organized, shall, within 30 days after the time the amendment or merger or consolidation becomes effective, file with the Lieutenant Governor duplicate copies of the amendment or a copy of the articles of merger or consolidation, duly certified by the proper officer of the country or state of the United States by which the corporation shall have been incorporated or under the laws of which the merger or consolidation was effected.

No corporation created by the laws of any foreign country or any State of the United States, or the laws of the United States shall be deemed to be doing business in the United States Virgin Islands, nor shall the corporation be required to comply with the provisions of sections 401 and 402 of this title under the following conditions, or any of them, namely if- (1) it is in the mail order or a similar business, merely receiving orders by mail or otherwise in pursuance of letters, circulars, catalogs, or other forms of advertising, or solicitation, accepting the orders outside the United States Virgin Islands and filling them with goods shipped into the United States Virgin Islands from without same; (2) it sells, by contract consummated outside the United States Virgin Islands, and agrees, by the contract, to deliver into from without the United States Virgin Islands machinery, plants or equipment, the construction, erection or installation of which within the United States Virgin Islands requires the supervision of technical engineers or skilled employees performing services not generally available, and as a part of the contract of sale agrees to furnish such services, and such services only, to the vendee at the time of construction, erection or installation. History: Amended Dec. 13, 1986, No. 5225, § 15, Sess. L. 1986, p. 374.

All process issued out of any court of the United States Virgin Islands against any corporation which has qualified to do business in the United States Virgin Islands, all orders made by any court of the United States Virgin Islands, all rules and notices of any kind required to be served on or given to any corporation, may be served on or given to the agent of the corporation designated in accordance with section 401 or 405 of this title or if at the time such corporation shall have no such agent, then on or to the Lieutenant Governor or an official designated by him to receive such service or notice, and such service or notice shall be as effectual and shall operate as if it had been served on or given to the corporation.

(a) Any foreign corporation, which has qualified to do business in the United States Virgin Islands by filing a certificate of the same kind and nature, and executed as required by section 401 of this title, may change its agent and substitute another agent for the purposes of this chapter. Every agent shall at the time of his appointment be an individual resident in the United States Virgin Islands or a corporation located in the United States Virgin Islands. (b) Any individual or corporation that has been designated by a foreign corporation as its authorized agent for service of process may resign by filing with the Lieutenant Governor a signed statement that he or it is unwilling to continue to act as the agent of the corporation for service of process, including in the statement the post-office address of the corporation. Upon the expiration of 30 days after the filing of the statement with the Lieutenant Governor, the capacity of the individual or corporation, as agent, shall terminate. Upon the filing of the statement, the Lieutenant Governor forthwith shall give written notice, by mail to the corporation of the filing of the statement, which notice shall be addressed to the corporation at the post-office address given in the statement. (c) If any agent designated and certified as required by section 401 of this title dies or removes from the United States Virgin Islands, or resigns, then the foreign corporation for which the agent had been so designated and certified shall, within ten days after the death, removal or resignation of its agent, substitute, designate and certify to the Lieutenant Governor the name of another agent for the purposes of this chapter and all process, orders, rules and notices mentioned in section 404 of this title may be served on or given to the substituted agent with like effect as is prescribed in said section.

Any foreign corporation engaged in, prosecuting, or transacting any business of any kind within the United States Virgin Islands without first having complied with sections 401-405 of this title shall be fined not more than $500 for each such offense. Any agent of any foreign corporation that shall transact any business with the United States Virgin Islands for any foreign corporation before the foreign corporation has complied with all of said sections, shall be fined not more than $500 for each such offense.

(a) Any foreign corporation which shall have qualified to do business in the United States Virgin Islands under the provisions of section 401 of this title may surrender its authority to do business in the United States Virgin Islands and may withdraw therefrom by filing with the Lieutenant Governor a- (1) certificate signed by its president or a vice-president and under its corporate seal attested by its secretary or an assistant secretary setting forth (A) that it surrenders its authority to transact business in the United States Virgin Islands and withdraws therefrom; and (B) the address to which the Lieutenant Governor may mail any process against the corporation that may be served upon it; or (2) copy of a certificate of dissolution issued by the proper official of the country or state of incorporation, certified to be a true copy under the hand and official seal of the official, accompanied by the information required by clause (B)clause (B) of paragraph (1) subsection; or (3) copy of an order or decree of dissolution made by any court of competent jurisdiction or other competent authority of the country or state of incorporation, certified to be a true copy under the hand of the clerk of the court or other official body, and the official seal of the court or official body or clerk thereof accompanied by the information required by clause (B) of paragraph (1) of this subsection. (b) The Lieutenant Governor shall, upon payment to him of the fees prescribed in section 431 of this title issue a sufficient number of certificates, under its official seal, evidencing the surrender of the authority of the corporation to do business in the United States Virgin Islands and its withdrawal therefrom. One of the certificates shall be furnished to the corporation withdrawing and surrendering its right to do business in the United States Virgin Islands; one certificate shall be delivered to each agent of the corporation designated as such immediately prior to the withdrawal. (c) Upon the issuance of the certificates by the Lieutenant Governor, the appointment of the authorized agent or agents of the corporation in the United States Virgin Islands upon whom process against the corporation may be served, shall be revoked and the corporation shall be deemed to have consented that service of process in any action based upon any cause of action arising in the United States Virgin Islands during the time the corporation was authorized to transact business in the United States Virgin Islands, may thereafter be made by service upon the Lieutenant Governor. (d) In the event of service upon the Lieutenant Governor, the Lieutenant Governor shall forthwith notify the corporation thereof by registered mail directed to the corporation at the address filed with the Lieutenant Governor as provided in subsection (a)(1)(B) of this section, accompanied by a copy of the process, complaint or other papers served upon him. The plaintiff in any action shall serve process or other papers in duplicate and pay to the Lieutenant Governor the sum of twenty-five dollars ($25) for the use of the Government of the United States Virgin Islands, which sum shall be taxed as part of the costs in the action, if the plaintiff shall prevail therein. The Lieutenant Governor shall enter alphabetically in a process book, kept for that purpose, the name of plaintiff and defendant, the title and number, if any, of the cause in which process has been served upon him, and the day and hour when the service was made. (e) No certificates shall be issued under the provisions of this section until all taxes, penalties, or fees due or assessable by the Government of the United States Virgin Islands have been paid by the corporation and the Commissioner of Finance shall have so certified. History: Amended Feb. 7, 1969, No. 2386, Sess. L. 1969, p. 11; Aug. 17, 1999, No. 6287, § 13, Sess. L. 1999, p. 46.

(a) The Lieutenant Governor shall charge and collect, for the use of the Government of the United States Virgin Islands, the following fees upon the receipt for filing of any certificate or other paper relating to corporations- (1) For filing original articles of incorporation, the fee shall be computed on the basis of one-third of a cent for each share of authorized capital stock having par value up to and including 20,000 shares, one-fourth of a cent for each share in excess of 20,000 shares up to and including 200,000 shares, and one-fifth of a cent for each share in excess of 200,000 shares; one-third of a cent for each share of authorized capital stock without par value up to and including 20,000 shares, one-fourth of a cent for each share in excess of 20,000 shares up to and including 2,000,000 shares, and one-fifth of a cent for each share in excess of 2,000,000 shares. For the purpose of computing the fee on par value stock each $100 unit of the authorized capital stock shall be counted as one assessable share. Except in the case of a corporation which declares at the time of filing its original articles of incorporation, its intention to elect to become a Virgin Islands foreign sales corporation as defined in subpart C of part III of subchapter N of chapter 1 of the Internal Revenue Code of 1954 (Title 26, United States Code) or to be considered an exempt company as defined in chapter 14 of this titlepart IIIe shall be not less chapter 1 of the Internal Revenue Code of 1954ch doeTitle 26, United States Codebe $400. In the case of a corporation which, at the tichapter 14d its original articles of incorporation did not declare its intention to elect to become a Virgin Islands foreign sales corporation (including any corporation which filed its original articles of incorporation on or before the effective date of the section of this act which added this sentence), but which subsequently does so elect, within ten (10) days of such corporation's first such election, said corporation shall pay to the Lieutenant Governor an additional fee of $500. A corporation which includes in its original articles of incorporation, or in any amendments to such articles a specific statement that it may undertake the business of a "Virgin Islands foreign sales corporation" or that it may elect to become a "Virgin Islands foreign sales corporation" shall be deemed to have declared its intent to elect to become a Virgin Islands foreign sales corporation. (2) For filing a certificate of amendment of articles of incorporation, or amended articles of incorporation before payment of capital, increasing the authorized capital stock of a corporation, the fee shall be an amount equal to the difference between the fee computed at the foregoing rates upon the total authorized capital stock of the corporation including the proposed increase, and the fee computed at the foregoing rates upon the total authorized capital stock excluding the proposed increase. In no case shall the amount paid be less than $150. (3) For filing a certificate of consolidation or merger of two or more corporations, the fee shall be an amount equal to the difference between the fee computed at the foregoing rates upon the total authorized capital stock of the corporation created by the consolidation or merger, and the fee so computed upon the aggregate amount of the total authorized capital stock of the constituent corporations. In no case shall the amount paid be less than $150. (4) For filing amended articles of incorporation before payment of capital and not involving an increase of authorized capital stock, or an amendment to the articles of incorporation not involving an increase of authorized capital stock, or a certificate of reduction of capital, or a certificate of retirement of preferred stock, the fee to be paid shall be $25. (5) For filing a certificate of dissolution, $25; a fee of $25 for certifying to and/or copying the certificate. (6) For filing a certificate or other paper of surrender and withdrawal from the United States Virgin Islands by a foreign corporation and for certifying to and/or copying the certificate or other paper, a fee of $100 shall be paid. (7) For filing any certificate, affidavit, agreement or any other paper provided for by this chapter, for which no fee is specifically prescribed, a fee of $25 in each case shall be paid. (8) For filing the documents required of foreign corporations by section 401 of this title, a fee of $150 shall be paid, which shall include the fee for a certificate of qualification; provided that if the statement or letter as described in section 853(a)(3) of this title is filed with the required documents, the fee shall be $400. (9) For certifying to and/or copying articles of incorporation, or any certificate of amendment to articles of incorporation, or any certificate of consolidation or merger, a fee shall be paid computed on the basis of $2 for affixing the seal of the office and one dollar per page of 30 lines, or any part thereof. In no case shall the fee to be paid be less than $25. (10) For filing in the office of the Lieutenant Governor any certificate of change of agent or change of location of the principal office of a corporation, as provided in section 52 of this title, there shall be collected and paid a fee of $25. (11) For filing in the office of the Lieutenant Governor any certificate of change of address of resident agent, as provided in section 53 of this title, there shall be collected and paid a fee of $25. (12) For filing in the office of the Lieutenant Governor any duplicate certificate of change of resident agent, as provided in section 54 of this title, there shall be collected and paid a fee of $25 and a further fee of $25 for each corporation whose resident agent is charged by such certificate. (13) For filing in the office of the Lieutenant Governor any certificate of resignation of a resident agent, as provided in section 55 of this title, there shall be collected and paid a fee of $25.00 for each corporation whose resident agent has resigned by such certificate. (14) For certifying to and/or copying any other form of certificate provided for in this chapter, a fee shall be paid computed on the basis of the provisions of paragraph (9) of subsection (a) of this section. (15) For issuing certificates of good standing of corporations, there shall be collected and paid a fee of $25 for each certificate or copy thereof. (16) For providing and filing a copy of the contract described in sections 780 and 861 of this title, the Office of Lieutenant Governor shall collect a fee of one hundred dollars ($100). (17) For filing a certificate of continuation and copy of articles of incorporation prescribed in section 471 of this title, a fee of $100 plus the fee payable upon the filing of original articles of incorporation shall be paid. (18) For filing and examining the documents prescribed in section 472(c) of this title, a fee of $1,100 shall be paid. (19) For filing the documents prescribed in section 472(d) of this title, an annual fee of $1,000 shall be paid. (20) For filing the affidavit prescribed in section 473(c) of this title, a fee of $400 shall be paid. (b) For the purpose of computing the fees prescribed in subsection (a)(1)-(3) of this section the authorized capital stock of a corporation shall be considered to be the total number of shares which the corporation is authorized to issue, whether or not the total number of shares that may be outstanding at any one time be limited to a less number. (c) The Lieutenant Governor may issue and shall collect and receive the fees prescribed in this section on photostatic copies of instruments furnished by his office as well as for original handwritten or typewritten copies thereof. (d) The fees prescribed by this section shall not apply to cooperative associations incorporated under this chapter. History: Amended Nov. 15, 1971, No. 3130, Sess. L. 1971, p. 370; Sept. 25, 1984, No. 4990, § 2(a), Sess. L. 1984, p. 240; Dec. 19, 1984, No. 5032, § 11, Sess. L. 1984, p. 415; Dec. 8, 1986, No. 5224, § 4, Sess. L. 1986, p. 357; Sept. 28, 1990, No. 5641, § 2, Sess. L. 1990, p. 352; Aug. 17, 1993, No. 5880, § 4, Sess. L. 1993, p. __; Oct. 13, 1993, No. 5891, § 5(a)-(n), Sess. L. 1993, p. 234; Aug. 17, 1999, No. 6287, § 18, Sess. L. 1999, p. 47; Jan. 1, 2002, No. 6490, § 1(h), Sess. L. 2001, p. 377.

This subchapter shall not apply to domestic corporations organized for religious, fraternal, scientific, benevolent, social, charitable, or educational purposes, or to foreign corporations organized for like purposes, when not engaged in the United States Virgin Islands in the lending of money or the conducting of any other business pursuits for profit.

(a) Except as provided in Title 9 or chapter 3 of this title, all corporations organized under the laws of the United States Virgin Islands and existing on the date this chapter becomes effective, shall be governed by the provisions of this chapter. (b) Except as provided in Title 9 or chapter 3 of this title, all corporations to be formed after the date upon which this chapter becomes effective, shall be organized under, and governed by, the provisions of this chapter. (c) This section shall not be construed as requiring any corporation organized under the laws of the United States Virgin Islands and existing on the date this chapter becomes effective to acquire new articles of incorporation as provided in this chapter. (d) Section 348 and subchapters I, III, IX, X (except section 290 of said subchapter X), XI, XIII, XIV and XV of this chapter shall not be applicable to banks, foreign banks which have branches established in the United States Virgin Islands, and banks incorporated under the National Bank Act (12 U.S.C. § 21 et seq.), and laws amendatory thereof or supplemental thereto. History: Amended Oct. 5, 1959, No. 497, § 10(a), Sess. L. 1959, p. 184; Mar. 29, 1968, No. 2127, § 2, Sess. L. 1968, Pt. I, p. 377.

All rights, privileges and immunities vested or accrued, all liabilities and penalties imposed, all actions pending, and all fees due and payable, prior to the adoption of this chapter, shall not be impaired, diminished or affected by this chapter.

Corporation's Charter This chapter may be amended or repealed, at the pleasure of the Legislature, but any amendment or repeal shall not take away or impair any remedy against any corporation under this chapter, or its officers, for any liability which shall have been previously incurred. This chapter and all amendments thereof shall be a part of the charter of every corporation except so far as the same are inapplicable and inappropriate to the objects of the corporation.

Any document required to be filed under this title may be submitted to the Lieutenant Governor for review prior to the time such document is formally filed. The Lieutenant Governor shall determine whether the document is acceptable for filing and, if it is not acceptable, shall state why it is not acceptable. The Lieutenant Governor shall charge a fee for the preclearance of documents. History: Added Sept. 25, 1984, No. 4990, § 2(b), Sess. L. 1984, p. 241.

The Corporate and Trade Name Division of the Office of the Lieutenant Governor shall provide information by telephone to any person who makes a telephone request for the following information: (1) The availability of a corporate name; (2) Whether a corporation's certificate of incorporation or authority has been voided or revoked; (3) The name and address of the registered agent of a corporation; (4) The date of incorporation of a domestic corporation, or the date of qualification of a foreign corporation; (5) The name and address of a corporation that has filed a trade name; (6) Any other information contained in documents filed with the Corporate and Trade Name Division of the Office of the Lieutenant Governor, which, in the discretion of the Lieutenant Governor, is readily available. History: Added Sept. 25, 1984, No. 4990, § 2(b), Sess. L. 1984, p. 241.

Corporations (a) As used in this section, the term: (1) "Corporation" includes any incorporated organization, private law corporation (whether or not organized for business purposes), public law corporation, limited liability company, limited liability partnership, professional corporation, or professional limited liability corporation, partnership, proprietorship, joint venture, foundation, trust, association or similar entity; and (2) "Non-Virgin Islands corporation" means any corporation, the internal affairs of which are governed by the laws of any jurisdiction other than the United States Virgin Islands, including the laws of the United States, any state, and any other possession or territory of the United States. (b) Any non-Virgin Islands corporation may transfer its domicile to and be continued in the United States Virgin Islands by filing with the office of the Lieutenant Governor: (1) A certificate of continuation which shall be executed in accordance with subsection (g) of this section; and (2) A copy of its articles of incorporation (or the equivalent thereof under applicable law), certified as true and correct by the appropriate director, officer or government official. (c) The certificate of continuation shall contain: (1) The date on which, and jurisdiction where, corporation was first formed, incorporated or otherwise came into being; (2) The name of the corporation immediately prior to the filing of the certificate of domestication; (3) The jurisdiction that constituted the seat, siege, social or principal place of business or central administration of the corporation, or any other equivalent thereto under applicable law, immediately prior to the filing of the certificate of continuation. (4) Amended articles of incorporation of the corporation, or such amendments to its articles of incorporation (or the equivalent under applicable law) as exist immediately prior to the date of the corporation's continuance in the United States Virgin Islands, such that the amended articles of incorporation meet all of the provisions and requirements of section 2 of this title, including any change in name of the corporation, as of the date of the corporation's continuance in the United States Virgin Islands. (d) Upon filing with the office of the Lieutenant Governor of the certificate of continuation and copy of articles of incorporation, the corporation shall be continued in the United States Virgin Islands, and its domicile, seat, or principal place of business shall be considered to be in the United States Virgin Islands as set forth in its amended articles of incorporation, and the corporation shall thereafter be subject to this title, except that notwithstanding section 6 of this title, the existence of the corporation shall be deemed to have commenced on the date the corporation commenced its existence in the jurisdiction in which the corporation was first formed, incorporated or otherwise came into being. (e) The continuation of any corporation in the United States Virgin Islands shall not be deemed to affect any obligations or liabilities of the corporation incurred prior to its continuation. (f) The filing of a certificate of continuation shall not affect the choice of law applicable to the corporation, except that, from the date the certificate of continuation is filed, the laws of the United States Virgin Islands, including this title, shall apply to the corporation to the same extent as if the corporation had been incorporated as a corporation of the United States Virgin Islands on that date. (g) The certificate of continuation shall be signed by any corporation officer, director, trustee, manager, partner or other person performing functions equivalent to those of an officer or director, however named or described, and who is authorized to sign the certificate of domestication on behalf of the corporation. If the corporation has a seal, the same shall be affixed to the certificate. History: Added Aug. 17, 1993, No. 5880, § 3(a), Sess. L. 1993, p. 156; amended Oct. 13, 1994, No. 6029, § 3, Sess. L. 1994, p. 229; Feb. 12, 1998, No. 6204, § 3, Sess. L. 1998, p. 98.

Islands (a) As used in this section: (1) The term "corporation" shall have the same meanings as set forth in section 471(a) of this title. (2) "Non-United States corporation" means any corporation, the internal affairs of which are governed by the laws of any jurisdiction other than the United States, any state, the District of Columbia, the United States Virgin Islands, Puerto Rico, Guam, the Commonwealth of the Northern Mariana Islands, or any other possession or territory of the United States. (3) The terms "officers" and "directors" include, in addition to such persons, trustees, managers, partners and all other persons performing functions equivalent to those of officers and directors, however named or described in any relevant instrument. (4) The term "emergency condition" shall be deemed to include, but not be limited to, any of the following: (A) War or other armed conflict; (B) Revolution or insurrection; (C) Invasion or occupation by foreign military forces; (D) Rioting or civil commotion of an extended nature; (E) Domination by a foreign power; (F) Expropriation, nationalization or confiscation of a material part of the assets or property of the corporation; (G) Impairment of the institution of private property (including private property held abroad); (H) The taking of any action under the laws of the United States whereby persons residing in the jurisdiction, the law of which governs the internal affairs of the corporation, might be treated as "enemies" or otherwise restricted under laws of the United States relating to trading with enemies of the United States; (I) The immediate threat of any of the foregoing; and (J) Such other event which, under the law of the jurisdiction governing the internal affairs of the corporation, permits the corporation to transfer its domicile. (b) Any non-United States corporation may, subject to and upon compliance with this section, transfer its domicile (which term, as used in this section, shall be deemed to refer in addition to the seat, siege, social or principal place of business or central administration of such corporation, or any other equivalent thereto under applicable law) into the United States Virgin Islands, and may perform the acts described in this section, so long as the law by which the internal affairs of such corporation are governed does not expressly prohibit such transfer. (c) Any corporation that shall propose to transfer its domicile into the United States Virgin Islands shall submit to the Lieutenant Governor for his review, at least 30 days prior to the proposed transfer of domicile, the following: (1) A copy of its articles of incorporation and bylaws (or the equivalent thereof under applicable law), certified as true and correct by the appropriate director, officer or government official; (2) A certificate issued by an authorized officer of the jurisdiction the law of which governs the internal affairs of the corporation evidencing its corporate existence; (3) A list indicating the person or persons who, in the event of a transfer pursuant to this section, shall be the authorized officers and directors of the corporation, together with evidence of their authority to act and their respective executed agreements in writing regarding service of process as set out in subsection (j) of this section; (4) A certificate executed by the appropriate officer or director of the corporation, setting forth: (A) The name and address of its registered agent in the United States Virgin Islands; (B) A general description of the business in which it is engaged; (C) That the filing of such certificate has been duly authorized by any necessary corporate action and does not violate the certificate of incorporation or bylaws (or equivalent thereof under applicable law) or any material agreement or instrument binding on such corporation; (D) A list indicating the person or persons authorized to sign the written communications required by subsection (e) of this section; (E) An affirmance that such transfer is not expressly prohibited under the law by which the internal affairs of the corporation are governed; and (F) An undertaking that any transfer of domicile into the United States Virgin Islands will take place only in the event of an emergency condition in the jurisdiction the law of which governs the internal affairs of the corporation and that such transfer shall continue only so long as such emergency condition, in the judgment of the corporation's management, so requires; and (G) If the corporation is to be considered as an exempt company pursuant to chapter 14chapter 14is title upon the transfer of its domicile to the United States Virgin Islands, a statement to that effect; and (5) The examination fee prescribed under section 431 of this title. If any of the documents referred to in paragraphs (1) through (5) of this subsection are not in English, a translation thereof, under oath of the translator, shall be attached thereto. If such documents satisfy the requirements of this section, and if the name of the corporation meets the requirements of section 2(a)(1) of this title, the Lieutenant Governor shall notify the corporation that such documents have been accepted for filing, and the records of the Lieutenant Governor shall reflect such acceptance and such notification. In addition, the Lieutenant Governor shall enter the name of the corporation on a list to remain there so long as the corporation is in compliance with this section and no name on such list shall be used by any other domestic or foreign corporation. No document submitted under this subsection shall be available for public inspection pursuant to chapter 33 of Title 3 until, and unless, such corporation effects a transfer of its domicile as provided in this section. The Lieutenant Governor may waive the 30-day period and translation requirement provided for in this subsection upon request by such corporation, supported by facts (including, without limitation, the existence of any emergency condition) justifying such waiver. (d) On or before the 1st day of March in each year, prior to the transfer of its domicile as provided for in subsection (e) of this section, during any such transfer and, in the event that it desires to continue to be subject to a transfer of domicile under this section, after its domicile has ceased to be in the United States Virgin Islands, the corporation shall file a certificate executed by an appropriate officer or director of the corporation, certifying that the documents submitted pursuant to this section remain in full force and effect or attaching any amendments or supplements thereto and translated as required in subsection (c) of this section, together with the filing fee prescribed under section 431 of this title. In the event that any corporation fails to file the required certificate on or before the 1st day of March of each year, all certificates and filings made pursuant to this section shall become null and void on the 2nd day of March in such year, and any proposed transfer thereafter shall be subject to all of the required submissions and the examination fee set forth in subsection (c) of this section. (e) If the office of the Lieutenant Governor has notified the corporation that it has accepted the documents submitted pursuant to subsection (c) of this section for filing, such corporation may transfer its domicile to the United States Virgin Islands at any time by means of a written communication to such effect addressed to the office of the Lieutenant Governor, signed by one of the persons named on the list filed pursuant to subparagraph (D) of paragraph (4) of subsection (c) of this section, and confirming that the statements made pursuant to paragraph (4) of subsection (c) of this section remain true and correct; provided, that if emergency conditions have affected ordinary means of communication, such notification may be made by telegram, telex, telecopy or other form of writing so long as a duly signed duplicate is received by the office of the Lieutenant Governor within 30 days thereafter. The records of the office of the Lieutenant Governor shall reflect the fact of such transfer. Upon the payment to the office of the Lieutenant Governor of the fee prescribed under section 431 of this title, the Lieutenant Governor shall certify that the corporation has filed all documents and paid all fees required by this title. Such certificate of the Lieutenant Governor shall be prima facie evidence of transfer by such corporation of its domicile into the United States Virgin Islands. (f) Except to the extent expressly prohibited by the laws of the United States Virgin Islands, from and after the time that a non-United States corporation transfers its domicile to the United States Virgin Islands pursuant to this section, the corporation shall have all of the powers which it had immediately prior to such transfer under the law of the jurisdiction governing its internal affairs and the directors and officers designated pursuant to paragraph (3) of subsection (c) of this section, and their successors, may manage the business and affairs of the corporation in accordance with the laws of such jurisdiction. Any such activity conducted pursuant to this section shall not be deemed to be doing business within the United States Virgin Islands for purposes of section 401 of this title. Any reference in this section to the law of the jurisdiction governing the internal affairs of a corporation which has transferred its domicile into the United States Virgin Islands shall be deemed to be a reference to such law as in effect immediately prior to the transfer of domicile. (g) For purposes of any action in the courts of the United States Virgin Islands, no corporation which has obtained the certificate of the office of the Lieutenant Governor referred to in subsection (e) of this section shall be deemed to be an "enemy" person or entity for any purpose, including, without limitation, in relation to any claim of title to its assets, wherever located, or to its ability to institute suit in said courts. (h) The transfer by any corporation of its domicile into the United States Virgin Islands shall not be deemed to affect any obligation or liabilities of such corporation incurred prior to such transfer. (i) The directors of any corporation which has transferred its domicile into the United States Virgin Islands may withhold from any stockholder any amounts payable to such stockholder on account of dividends or other distributions, if the directors shall determine that such stockholder will not have the full benefit of such payment, so long as the directors shall make provision for the retention of such withheld payment in escrow or under some similar arrangement for the benefit of such stockholder. (j) All process issued out of any court of the United States Virgin Islands, all orders made by any kind required to be served on any corporation and notices of any kind required to be served on any corporation which has transferred its domicile into the United States Virgin Islands may be served on the corporation pursuant to section 348 of this title, or any other provision of law, in the same manner as if such corporation were a corporation of the United States Virgin Islands. The directors of a corporation which has transferred its domicile into the United States Virgin Islands shall agree in writing that they will be amenable to service of process by the same means as, and subject to the jurisdiction of the courts of the United States Virgin Islands to the same extent as are directors of corporations of the United States Virgin Islands, and such agreements shall be submitted to the office of the Lieutenant Governor for filing before the respective directors take office. (k) Any corporation which has transferred its domicile into the United States Virgin Islands may voluntarily return to the jurisdiction the law of which governs its internal affairs by filing with the office of the Lieutenant Governor an application to withdraw from the United States Virgin Islands. Such application shall be accompanied by a resolution of the directors of the corporation authorizing such withdrawal and by a certificate of the highest diplomatic or consular officer of such jurisdiction accredited to the United States indicating the consent of such jurisdiction to such withdrawal. The application shall also contain, or be accompanied by, the agreement of the corporation that it may be served with process in the United States Virgin Islands in any proceeding for enforcement of any obligation of the corporation arising prior to its withdrawal from the United States Virgin Islands, which agreement shall include the appointment of the Lieutenant Governor as the agent of the corporation to accept service of process in any such proceeding and shall specify the address to which a copy of process served upon the Lieutenant Governor shall be mailed. Upon the payment of any fees and taxes owed to the United States Virgin Islands, the office of the Lieutenant Governor shall file the application and corporation's domicile shall, as of the time of filing, cease to be in the United States Virgin Islands. History: Added Aug. 17, 1993, No. 5880, § 3(a), Sess. L. 1993, p. 156.

(a) Subject to any limitations or provisions to the contrary in its articles of incorporation, any corporation incorporated under this chapter, or which transfers its domicile into the United States Virgin Islands under this chapter, and for which the Lieutenant Governor would issue a certificate of good standing, may, by a resolution of directors or stockholders, continue as a corporation incorporated under the laws of a jurisdiction outside the United States Virgin Islands in the manner provided under those laws. (b) A corporation incorporated under this chapter, or which transfers its domicile into the United States Virgin Islands under this chapter, that continues as a corporation incorporated under the laws of a jurisdiction outside the United States Virgin Islands does not cease to be a corporation incorporated under this chapter unless the laws of the jurisdiction outside the United States Virgin Islands permit the continuation and the corporation has complied with those laws. (c) The resident agent of a corporation incorporated under this chapter, or which transfers its domicile into the United States Virgin Islands under this chapter, that continues as a corporation incorporated under the laws of a jurisdiction outside the United States Virgin Islands, may, after the continuation of the company under the laws of the foreign jurisdiction, submit to the Lieutenant Governor an affidavit to the effect that the company has continued its incorporation under the laws of the named foreign jurisdiction and the Lieutenant Governor shall file the affidavit. Upon filing of the affidavit, the Lieutenant Governor shall issue a certificate of discontinuance and the corporation shall no longer be liable for annual franchise taxes or other fees. (d) Where a corporation incorporated under this chapter, or which transfers its domicile into the United States Virgin Islands under this chapter, is continued under the laws of a jurisdiction outside the United States Virgin Islands: (1) the corporation continues to be liable for all of its claims, debts, liabilities and obligations that existed prior to its continuation as a corporation under the laws of the jurisdiction outside the United States Virgin Islands; (2) no conviction, judgment, ruling, order, claim, debt, liability or obligation due or to become due, and no cause existing, against the corporation or against any stockholder, director, officer or agent thereof, is released or impaired by its continuation as a corporation under the laws of the jurisdiction outside the United States Virgin Islands; (3) no proceedings, whether civil or criminal, pending by or against the corporation, or against any stockholder, director, officer or agent thereof, are abated or discontinued by its continuation as a corporation under the laws of the jurisdiction outside the United States Virgin Islands, but the proceedings may be enforced, prosecuted, settled or compromised by or against the corporation or against the stockholder, director, officer or agent thereof, as the case may be; and (4) service of process may continue to be effected on the resident agent of the corporation in the United States Virgin Islands in respect of any claim, debt, liability or obligation of the corporation during its existence as a corporation incorporated under this chapter, or when domiciled in the United States Virgin Islands under this chapter. History: Added Aug. 17, 1993, No. 5880, § 3(a), Sess. L. 1993, p. 156.

(a) Three or more adult persons, who are bona fide residents of the Virgin Islands of the United States, and who desire to form a corporation for a college, seminary, church, library, or any other benevolent, fraternal, social, religious, educational, charitable or scientific association, whose chief business shall be in the Virgin Islands of the United States, shall make and subscribe written articles of incorporation in triplicate and acknowledge the same before any officer authorized to take the acknowledgment of deeds, and file one of said articles in the office of the Lieutenant Governor, and another in the office of the clerk of the district court in the judicial division in which the principal place of business of the corporation is intended to be located, and retain the third in possession of the corporation, and each copy so filed shall be indexed by the officer with whom filed in a book kept by him for that purpose. (b) The fee for filing articles of incorporation in the Office of the Lieutenant Governor shall be $25.00. History: Amended Oct. 13, 1993, No. 5891, § 5(o), Sess. L. 1993, p. 234.

(a) The articles of incorporation shall contain and state- (1) the name of the corporation, which shall not be the same as, nor similar as to cause confusion with, the name of any other domestic corporation or foreign corporation admitted to do business in the United States Virgin Islands, and which shall be such as to indicate that it is a corporation as distinguished from a natural person or partnership; (2) the objects and purposes for which the corporation is formed; (3) the name of, and the street address in, the town in which its principal office or place of business is to be located in the United States Virgin Islands, and the name of its resident agent, which agent may be either an individual or a corporation; (4) the time of commencement and the period of the continuance of said corporation; (5) the terms of admission to membership; (6) the highest amount of indebtedness or liability to which the corporation shall at any time be subject; (7) by what directors, managers or trustees and officers the affairs of the corporation shall be managed, and when such directors, managers or trustees and officers are to be elected. (b) The articles of incorporation may be amended when authorized by a vote of two-thirds of the members comprising the membership of any association incorporated under this chapter, given at a meeting, or by the written consent of all the members without a meeting. Such amended articles shall be executed and acknowledged by the officer in whom the management of the affairs of the corporation is vested and shall be filed and indexed in the same place and manner as the original articles. (c) In the event that a corporation formed in accordance with the provisions of this chapter shall intend to apply for exemption under the provisions of section 501(c)(3) of the Internal Revenue Code of 1954, the articles of incorporation, in addition to the provisions required by subdivision (a) hereof, shall state that upon dissolution of the corporation, the corporation's assets shall be distributed for an exempt purpose or for public use in accordance with the provisions of section 501(c)(3) and the regulations issued thereunder. History: Amended Feb. 14, 1962, No. 808, Sess. L. 1962, p. 8; May 29, 1968, No. 2216, Sess. L. 1968, Pt. II, p. 23.

Upon the filing of the articles of incorporation as provided in section 491 of this title the persons who have executed and acknowledged the same, and their successors, shall be a body corporate and politic in fact and in law under the name stated in the articles of incorporation, and by such corporate name shall have succession for the period stated in the articles, and in such name may sue and be sued in any court; may take and use a common seal and alter the same at pleasure; may receive gifts and devises; may purchase, hold and convey real and personal property, as the purposes of the corporation may require; may sell and forfeit the interests of members in the corporation for default with respect to any lawful provisions of the bylaws; may enter into any lawful contracts and incur obligations essential to the transaction of its affairs for the purpose for which it was formed; may borrow money and issue notes, bills or evidence of indebtedness; may mortgage its property to secure the same as its bylaws may provide; and, generally, may do all things necessary or proper to carry out the purposes of its creation.

A copy of any articles of incorporation filed pursuant to this chapter, and certified by the clerk of the district court in whose office the same is filed, or one of his deputies, or by the Lieutenant Governor, shall be received as prima facie evidence of the facts therein stated.

Before transacting any business or acquiring any property the persons constituting the membership of the corporation shall meet and adopt bylaws. The vote of a majority of all the members in good standing of the corporation shall be necessary to the adoption of such bylaws and when adopted the same shall be written in a book kept by the corporation, to be duly signed by all persons thereafter becoming members of said corporation so formed under this chapter. The corporation may by its bylaws provide for the time, place and manner of calling and conducting its meetings; the number of directors, managers or trustees, the time of their election, their term of office and the mode and manner of their removal; the mode and manner of filling vacancies on the board of directors, managers or trustees caused by death, resignation, removal or otherwise; the power and authority of the directors, managers or trustees; the compensation of the directors, managers or trustees or of the officers; the mode and manner of conducting business; the mode and manner of conducting elections; the qualifications for membership; the manner in which membership shall cease; the mode and manner of expulsion of a member; the termination of a member's interest in the corporate property under the cessation of his membership, and whether he shall be remunerated therefor, and, if so, in what manner; the amount of membership fee, and the dues, or other charges which each member may be required to pay, if any; the charges which may be made for services rendered or supplies furnished the members of the corporation by it; the manner of collection or enforcement of membership fees, dues or charges, and the method of forfeiting the membership interest, for nonpayment; the method, time and manner of permitting the withdrawal of a member, if at all, and how such withdrawing member's interest may be ascertained and payments made therefor, if the corporation decides he should be reimbursed therefor; the formation of a surplus fund and the manner and proportion in which such surplus fund shall be distributed, either upon the order of the corporation or upon its dissolution; and generally, all such other matters as may be proper to carry out the purpose for which the corporation was formed.

In every corporation incorporated under the provisions of this chapter, the interest of each incorporator or member shall be equal to that of any other, and no incorporator or member can acquire any interest which will entitle him to any greater voice, vote, authority or interest in the corporation than any other member.

(a) A majority of the members in good standing of any corporation organized under this chapter may at any time petition the Lieutenant Governor for a dissolution of the corporation. Such petition shall be accompanied by- (1) the affidavit of the secretary of the corporation stating the name of the corporation, the date of incorporation, the number of members in good standing and that said information is true and correct according to the records in his possession as of the date of petition for dissolution; (2) a financial statement of the corporation prepared by its treasurer as of the date of the petition for dissolution showing all assets and liabilities of the corporation; (3) if there are assets of the corporation, a certified copy of a resolution of the board of directors, managers or trustees showing that such assets have been transferred to a trustee for the benefit of creditors and members; and (4) a list of the names and addresses of all creditors of the corporation as of the date of the petition for dissolution, and a statement that all such creditors have been duly notified of the petition for dissolution. (b) Upon receipt of the petition for dissolution, the Lieutenant Governor shall publish notice of the petition for dissolution three times a week for two successive weeks in any newspaper of general circulation in the United States Virgin Islands, which notice shall state: the name of the corporation, the fact that it was organized under this chapter, that the corporation has petitioned for dissolution and the name and address of the trustee appointed for the benefit of the creditors and members, if a trustee was appointed. (c) Within six weeks from the date of the filing of the petition for dissolution with the Lieutenant Governor with all attachments as herein required, the Lieutenant Governor shall issue a certificate of dissolution formally dissolving the corporation. The certificate of dissolution, when issued, shall be published once a week for two successive weeks in the same newspaper. After the certificate of dissolution has been issued and published the corporation shall thereafter cease to exist for any purpose whatsoever, except as provided in section 498 of this title.

After the dissolution of the corporation as provided in section 497 of this title, the trustee, if one has been appointed, shall have all the rights, duties, powers and obligations of trustees as set forth in section 286 of this title, with respect to winding up the affairs of the corporation, and the dissolved corporation shall continue in existence for the same purposes as those set forth in section 286 of this title, and for no other purposes.

Every corporation created under this chapter shall be deemed and held to be subject to the provisions of chapter 1 of this title and any other general statutes of the United States Virgin Islands relating to corporations to the extent the same are not inapplicable to such corporations or inconsistent with the express provisions of this chapter.

This chapter may be amended or repealed, at the pleasure of the Legislature, but such amendment or repeal shall not take away or repeal any remedy against any corporation established under this chapter, or its officers, for any liability which shall have been previously incurred.

The provisions of this chapter shall apply to every corporation organized or to be organized for the purposes described in section 491 of this title.

No nonprofit organization created by the laws of any foreign country or any state of the United States, or the law of the United States, that is tax exempt pursuant to Section 501(c)(3) and (4) of the Internal Revenue Code of 1986, as amended, or established in response to the U.S. Federal Oil Pollution Act of 1990, to provide a national system of regional response centers to respond to major oil spills, shall do any business in the United States Virgin Islands through or by branch offices, agents or representatives located in the United States Virgin Islands until it shall have filed in the Office of the Lieutenant Governor a certified copy of its charter or certificate of incorporation, a certificate signed by its president or vice president and under its corporate seal, attested by its secretary or assistant secretary, stating the name of its authorized agent in the United States Virgin Islands upon whom service of legal process against it may be made. The provisions of subchapter XIV of Chapter 1 of this Title relating to capital stock shall not apply to any such corporation that does not have authority to issue stock under the laws of the jurisdiction of its creation. History: Added Aug. 18, 1992, No. 5806, § 7, Sess. L. 1992, p. 112; amended June 18, 1996, No. 6110, § 16, Sess. L. 1996, p. 63; Sept. 9, 1996, No. 6117, § 7, Sess. L. 1996, p. 93.

(a) As used in this chapter: "V.I. foreign sales corporation" and "VIFSC" have the same meanings as those contained under chapter 12 of this title. (b) For the purposes of this chapter only, a foreign corporation shall be deemed to be doing business in the United States Virgin Islands if it maintains an office in the United States Virgin Islands. History: Added Sept. 25, 1984, No. 4990, § 2(c), Sess. L. 1984, p. 241; amended Oct. 13, 1994, No. 6029, § 2, Sess. L. 1994, p. 229; Jan. 1, 2002, No. 6490, § 1(b), Sess. L. 2001, p. 374.

(a) Every corporation incorporated under the laws of the United States Virgin Islands and every foreign corporation qualified to do or doing business in the United States Virgin Islands shall pay to the Lieutenant Governor for the use of the Government of the United States Virgin Islands, a franchise tax of $1.50 for each thousand dollars of stock, capital, and paid in capital stock used in conducting business in the United States Virgin Islands. (b) Notwithstanding the definition in section 100 of this title, for purposes of computing franchise taxes, the term, "capital stock", includes the stated value of all classes of stock authorized, issued, and outstanding, plus the paid in capital in excess of stated value. "Paid in capital" means the cash and other consideration received less expenses, including commissions paid or incurred by the entity, in connection with the issuance of its shares, plus amounts transferred to paid-in capital by action of the board of directors or shareholders pursuant to a share dividend, share split, or otherwise, and plus the amount of capital paid in that is in excess of the stated par value of any class of stock. (c) For computation of taxes owed in accordance with paragraphs (a) and (b), the minimum franchise tax is $300 for any corporation whose capital stock used in conducting business in the United States Virgin Islands is no more than $250,000. (d) In no case shall the tax on any corporation for a full taxable year, computed by paragraphs (a) and (b) of this section be more than $150,000 for any entity whose capital stock used in conducting business in the United States Virgin Islands exceeds $250,000. (e) The franchise tax for a V.I. foreign sales corporation is $500. A full year's tax must be collected for any portion of a year. (f) Effective January 1, 1989, the franchise tax required by this section shall be filed and paid, together with the filing of the annual report and annual franchise tax report on a form prescribed by the Lieutenant Governor, on or before June 30 of each calendar year, however the first year's estimated tax shall be collected from any corporation except a V.I. foreign sales corporation, in advance, at the time of the corporation's initial incorporation or qualification to do business in the Virgin Islands. (g) In connection with bonds, obligations or rights issued or granted by the Government, in connection with the Virgin Islands Hurricane Hugo Insurance Claims Fund Program pursuant to Title 22, chapter 10a of this code, the Governor by written declarations or declaration may direct that, so long as such bond, obligations or rights are outstanding, the franchise tax required by this section shall be deposited, upon collection or thereafter, into the Virgin Islands Hurricane Hugo Insurance Claims Fund created pursuant to Title 33, chapter 111, section 3061a, of this code. (h) In connection with the bonds, notes or other evidences of indebtedness issued by the Government pursuant to Act No. 5883 (Bill No. 20-0164), section 5, as amended, the Governor by written declarations or declaration may direct that, so long as such bonds, notes or other evidences of indebtedness issued are outstanding, all or any portion of the franchise tax required by this section collected in excess of the amounts necessary to make payment on bonds issued pursuant to Title 22, chapter 10a, Virgin Islands Code, shall be deposited, upon collection or thereafter, into the St. Croix Economic Development Fund. History: Amended May 13, 1959, No. 404, § 1, Sess. L. 1959, p. 14; Aug. 27, 1977, No. 3865, Sess. L. 1976, p. 175; Oct. 17, 1978, No. 4218, § 1, Sess. L. 1978, p. 244; Sept. 25, 1984, No. 4990, § 2(d), Sess. L. 1984, p. 242; Oct. 21, 1988, No. 5369, § 4(c), Sess. L. 1988, p. 257; Sept. 6, 1990, No. 5610, § 6, Sess. L. 1990, p. 299; Oct. 13, 1993, No. 5891, § 5(p), Sess. L. 1993, p. 234; Jan. 13, 1994, No. 5948, § 106(A). Sess. L. 1993, p. 337; Aug. 26, 1994, No. 6006, § 3, Sess. L. 1994, p. 146; Dec. 30, 1994, No. 6064, § 29(1), Sess. L. 1994, p. 321; Aug. 17, 1999, No. 6287, § 15, Sess. L. 1999, p. 46; Jan. 1, 2002, No. 6490, §§ 1(c), (d), Sess. L. 2001, p. 374; amended Jan. 29, 2018, No. 8027, § 1(a), (b), Sess. L. 2017, p. 121.

History: Repealed. Jan. 1, 2002, No. 6490, § 2, Sess. L. 2001, p. 377.

Every corporation failing to pay the annual franchise tax as prescribed by sections 531, 531a, 531b, and 531c of this title, shall, in addition to the tax, be liable for a penalty of 20 percent (20%) of the tax or $50, whichever is greater and interest at 1 percent compounded annually for each month or part thereof that the tax remains unpaid, payable to the Lieutenant Governor. History: Amended Oct. 17, 1978, No. 4218, § 1, Sess. L. 1978, p. 244; Sept. 25, 1984, No. 4990, § 2(f), Sess. L. 1984, p. 244; Aug. 17, 1999, No. 6287, § 16, Sess. L. 1999, p. 46.

(a) No corporation may commence or maintain any action in any court if it has not paid its annual franchise tax last due. A certificate of the payment of such annual franchise tax, or any duplicate of such certificate under the seal of the Lieutenant Governor, shall be prima facie evidence of such payment. The Lieutenant Governor shall issue such certificate upon request. Notwithstanding the foregoing provisions, before a pending case may be dismissed, a corporation shall be given a reasonable time to provide proof that arrangements have been made to pay any delinquent franchise taxes once the matter is brought to the court's attention, as it is the purpose of this statute to collect the franchise tax and not simply to dismiss a case. If the proper proof is presented to the court that such arrangements to pay any delinquent franchise taxes have been made with the Lieutenant Governor's Office, a pending case shall be allowed to proceed without being dismissed. (b) Failure of any corporation to pay its annual franchise tax for a period of one year from and after the date when such payment first became due, shall be prima facie evidence of the insolvency of such corporation and the fact of such insolvency may be shown by the government of the United States Virgin Islands or by any private person or corporation. (c) The Lieutenant Governor upon determination that any corporation has neglected for a period of one year to pay its annual franchise tax, shall- (1) if the delinquent corporation is a domestic corporation, make a notification upon the records of his office that such corporation is dissolved and it shall thereupon be dissolved and the directors of such corporation shall hold title to the property of the corporation as trustees for its stockholders and creditors to be disposed of under appropriate court proceedings; or (2) if the delinquent corporation is a foreign corporation, make a notification upon the records of his office that the authority of such corporation to do business in the United States Virgin Islands is revoked and it shall thereupon be revoked; provided, that no domestic corporation shall be dissolved, and no foreign corporation shall have its authority to do business in the Territory revoked, for the nonpayment of franchise taxes which the Government is barred from recovering by the statute of limitations set out in Title 5, section 31, of this Code. (d) Any corporation thereafter organized may take and shall have the exclusive right to use the corporate name of any corporation so dissolved: Provided, That, no individual or company formerly affiliated with the dissolved corporation may be entitled to use the name of such corporation until all outstanding tax obligations of the dissolved corporation have been satisfied. (e) No individual or business entity formerly affiliated or associated with a dissolved business entity shall establish a new business entity without first providing written proof to the Corporate Division of the Office of the Lieutenant Governor, the Virgin Islands Bureau of Internal Revenue and the Department of Licensing and Consumer Affairs that all outstanding tax obligations of the dissolved entity owed to the Government of the Virgin Islands have been satisfied or that agreement to pay the same has been satisfactorily made. History: Amended Oct. 17, 1978, No. 4218, § 2(a), (b), Sess. L. 1978, p. 245; Dec. 30, 1994, No. 6064, § 29(2), Sess. L. 1994, p. 321; Dec. 2, 1999, No. 6333, § 21, Sess. L. 1999, p. 198; Dec. 29, 2001, No. 6487, § 1, Sess. L. 2001, p. 367; June 19, 2002, No. 6529, § 14, Sess. L. 2002, p. 342.

The Commissioner of Finance may institute an action in the name of the government of the United States Virgin Islands to enforce the payment of any franchise tax under the provisions of sections 531, 531a, 531b, and 531c of this title, and any penalty and interest due under the provisions of section 532 of this title. History: Amended Sept. 25, 1984, No. 4990, § 2(f), Sess. L. 1984, p. 244.

This chapter shall not apply to banks, foreign banks which have branches established in the United States Virgin Islands, and national banking associations, as those institutions are defined by section 1 of Title 9, and to domestic corporations organized for religious, fraternal, scientific, benevolent, social, charitable, or educational purposes, or to foreign corporations organized for like purposes, when not engaged in the United States Virgin Islands in the loaning of money or the conducting of any other business pursuits for profit. History: Amended Oct. 5, 1959, No. 497, § 10(b), Sess. L. 1959, p. 184.

Unless the context otherwise requires, the definitions and general provisions set forth in this chapter govern the construction of this chapter. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

A "cooperative corporation" means a corporation composed of ultimate producers or consumers, or both, organized for the purpose of conducting any lawful business primarily for the mutual benefit of its shareholders who may be natural or legal persons, and the earnings, savings or benefits of which are used for the general welfare of the shareholders or patrons or are distributed in the form of cash, stock, evidences of indebtedness, goods, or services, proportionately and equitably among the persons for which it does business upon the basis of the amount of their transactions or participation in production, or both. However, any such corporation may pay out of its net surplus earnings, savings or benefits, not to exceed 5 percent interest upon its capital stock. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

"Cooperative corporation" includes any central organization composed wholly or in part of cooperative corporations. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

"Corporation", "company", "association", "exchange", "society", "league", "union" and "credit union" are synonyms. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270; amended May 28, 1971, No. 3061, § 1, Sess. L. 1971, p. 221.

"Share" means a share of stock or a membership share, and includes "membership". "Shareholder" means either a holder of a share of stock or a member. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

The provisions of chapter 3 of Title 13 of this Code, relating to nonprofit corporations, apply to cooperative corporations formed under this chapter, except when such provisions are in conflict with those of this chapter. Corporations formed under this chapter have and enjoy all rights, powers, and privileges granted generally to corporations by the laws of the United States Virgin Islands except as may be inconsistent with the provisions of this chapter. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

Articles Any corporation organized under any other law of the United States Virgin Islands may bring itself under the provisions of this chapter by amending its articles of incorporation in the manner prescribed by the general corporation law to conform to the provisions of this chapter. Whenever any corporation has amended its articles of incorporation to conform to the provisions of this chapter, it shall be deemed to be then organized and existing under, and entitled to the benefit of, and subject to the provisions of this chapter for all purposes as fully as though originally organized under this chapter. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

Five or more persons may form a cooperative corporation for any lawful purpose by filing articles of incorporation with the Director of the Consumer Services Administration. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270; amended May 28, 1971, No. 3061, § 1, Sess. L. 1971, p. 221.

The articles of incorporation shall contain: (a) The name of the corporation. (b) The purposes for which it is formed. (c) The island on which the principal office for the transaction of the business of the corporation is located. (d) The number of its directors, which shall be not less than 5 nor more than 25. (e) The names and post-office addresses of the directors, who shall serve until the first annual meeting. (f) The names and post-office addresses of the subscribers for shares and a statement of the number of shares which each agrees to take in the corporation. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

The articles shall also state either or both of the following: (a) The total number of shares which the corporation is authorized to issue and (1) the aggregate par value, if any, of all shares, and the par value of each share, or (2) that all shares are to be without par value. (b) The number and kind of membership and the cost thereof. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

Initial Capital The articles shall also state any limitation on the number of shares permitted to be owned or held or voted by any one shareholder at any one time, and the amount of capital with which the corporation will begin business. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

Privileges, and Restrictions; Authority of Board to Change If the corporation is authorized to issue more than one class of shares, the articles shall state the initial number of shares which the corporation is authorized to issue and the aggregate par value of all shares that are to have a par value, and (a) the number of shares of each class that are to have a par value, and the par value of each share of each such class, and (b) the number of shares of each class that are to be without par value, and the articles shall state the preferences, privileges, and restrictions granted to or imposed upon the respective classes of shares or the holder thereof. In lieu of a statement of the dividend rate, the conversion rights, voting rights, the redemption price, or the liquidation preferences of any class, the articles may authorize the board of directors, within the limits and restrictions stated therein, to fix the dividend rate, the conversion rights, voting rights, the redemption price, or the liquidation preferences of any wholly unissued class of shares, or all or any of them. Except as specified in the articles, no distinction shall exist between classes of shares or the holders thereof. History: Added Sept. 18, 1969, No. 2546, Sess. L. p. 270.

The articles of incorporation of a central organization which has been formed or exists under the provisions of this chapter may provide that each cooperative corporation which is a shareholder thereof is entitled to cast one or more additional votes in the affairs of the central organization for any stipulated number of voting members in the cooperative corporation, or for any stipulated volume of business done by the cooperative corporation with the central organization, or for both. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

The names of all corporations formed under this chapter shall include "cooperative" or credit union". No corporation shall be formed under this chapter unless there is affixed or prefixed to its name some word or abbreviation which will indicate that it is a corporation, as distinguished from a natural person, a firm or an incorporated association. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270; amended May 28, 1971, No. 3061, § 2, Sess. L. 1971, p. 221.

Before proceeding to do business the shareholders shall adopt bylaws not inconsistent with the provisions of this chapter which bylaws or any amendment thereto shall be approved by the Director of the Consumer Services Administration. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270; amended May 28, 1971, No. 3061, § 1, Sess. L. 1971, p. 221.

The bylaws of a cooperative corporation may provide for: (a) The management of the property. (b) The regulation of the affairs. (c) Transfer of the shares. (d) The purchase of shares as authorized. (e) Calling of meetings of shareholders. (f) Election of directors. (g) The number of shareholders necessary to constitute a quorum. (h) The method of returning and distributing net savings or earnings. (i) Such other rules and regulations as the directors deem necessary for the proper management of the business of the corporation. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

The bylaws of a cooperative corporation may provide for the purchase of shares held by any shareholder who fails to patronize the corporation during the preceding corporate year to an amount prescribed in the bylaws. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

Vote of Delegates A cooperative corporation covering more than one island or an area which in the opinion of the shareholders is too large for their convenient assembling may provide in its bylaws for the formation of districts and the holding of district meetings which may elect one or more delegates to represent their districts in annual and special meetings of the corporation, in a manner to be specified in the bylaws. The vote of such delegates shall be the vote of all the shareholders appearing upon the books of the corporation as residing in their respective districts, on all questions not covered by ballots submitted to all shareholders. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

of Office; Removal Every cooperative corporation shall be managed by a board of directors. The directors shall be elected by the shareholders at such time and for such terms not exceeding three years as the bylaws may prescribe, and shall hold office until their successors are elected and enter upon the discharge of their duties. A majority of all the shareholders, at any regular or special meeting duly called, may remove any director for cause, and fill the vacancy. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

The officers of every cooperative corporation shall be a president, one or more vice presidents, who shall be directors, and a secretary and a treasurer, who need not be directors, all of whom shall be elected annually by the directors. One person may hold the office of secretary and treasurer. If the corporation employs a manager who is not a director, the directors may also elect him vice president. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

Upon written request of at least 20 percent of the shareholders, the secretary shall call a special meeting of the shareholders for the purpose to which the request relates. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

At any meeting of the shareholders, the presence in person of 250 holders of shares having voting rights, or such lesser number of such persons as shall equal 5 percent of all of the holders of such shares, constitutes a quorum for the transaction of business, unless the bylaws require a greater number or percentage. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

Any holder of shares having voting rights is entitled to cast one vote and no more, regardless of the number of shares or memberships held by him, except as provided in section 563 of this chapter. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

There shall be no voting by proxy except as provided in section 568. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

At any meeting of the shareholders the written vote of an absent shareholder, signed by him, shall be received and counted if (a) he has been previously notified, in writing of the exact motion, resolution upon which the vote is taken, and (b) a copy of the motion, resolution, or nomination has been forwarded with, and attached by him to, the written vote. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

The secretary shall cause a referendum vote to be taken by mail upon any action or recommendation proposed in writing by 20 percent of the shareholders of the corporation. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

None of the funds of any corporation organized under this chapter shall be used nor shall any shares of stock or memberships of such corporation be used in payment of any promotion of the corporation for commission, salaries, or expenses of any kind whatsoever, in excess of 10 percent of the paid-up capital stock. However, this section does not authorize any act prohibited by any provision of the corporation laws of the United States Virgin Islands placing restrictions upon the issue of stock, certificates of interest, or other securities, or upon the payment of promotion expenses or compensation for promotion. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

Certificates of stock shall not be issued to any subscriber until fully paid. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

Memberships; Approval By Shareholders When a cooperative corporation purchases the business of any other association, corporation, or person, it may pay for the purchase wholly or partly by the issue of shares of its capital stock or memberships to an amount which at par value would equal the fair market value of the business purchased, or wholly or partly in goods and services equal to the fair market value of the business purchased, or by any combination of shares, memberships, goods, and services to that amount. No such purchase shall be made until the proposal therefor has been submitted by the directors to a meeting of the shareholders duly convened, with notice of the proposed action, and with an itemized statement of assets and liabilities of the business proposed to be purchased which shall include the value of the goodwill, patents, and other intangible assets as a separate item, and the proposal has been ratified by a majority vote of the shareholders. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

The corporation has the right to purchase, at book value as conclusively determined by the directors, any of its shares or memberships offered for transfer, or the stock or membership of any deceased shareholder. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

The corporation may, by a majority vote of the shareholders, invest not to exceed 25 percent of its capital, in the capital stock, shares, or memberships of any other corporation. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

(a) The directors shall apportion any surplus-savings and earnings by first setting aside at least 10 percent thereof for a reserve fund until the reserve fund equals 30 percent of the paid-up shares, and thereafter the directors may continue to set aside 10 percent of the net surplus-savings for a reserve fund. The directors may then declare a dividend upon the paid-up shares at a yearly rate not to exceed 5 percent. No such dividend shall be cumulative. (b) The directors may then set aside such an amount of the remaining surplus-savings or earnings as may be provided in the bylaws as an educational fund to be used in teaching cooperation. (c) The directors may distribute all remaining surplus-savings or earnings uniformly to patrons of the corporation who are shareholders, and in the discretion of the corporation, they may also distribute uniform surplus-savings to patrons who are not shareholders, based in amount upon volume of business transacted with the corporation by such patrons. The rate of such distribution, and the ratio of savings returns to shareholders and nonshareholders shall be determined by resolution of the directors. However, surplus-savings or earnings shall not be distributed to nonshareholders patrons unless at least 50 percent of such amount is applied toward purchase of shares in the corporation. (d) Alternatively, the corporation may employ a part or all of such surplus-savings for its general welfare. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

Any cooperative corporation or credit union organized or existing under this chapter may amend its articles of incorporation in the manner prescribed by the general corporation law; provided, that any such amendment shall be filed with and approved by the Director of the Consumer Services Administration. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270; amended May 28, 1971, No. 3061, § 3, Sess. L. 1971, p. 221.

Except as otherwise expressly provided in this chapter, no person, firm, individual, partnership, trust, domestic corporation, foreign corporation, or association shall adopt or use the word "cooperative" or any abbreviation or derivation thereof, or any word similar thereto, as part of the name or designation under which he does business in the United States Virgin Islands, nor conduct business or represent that business is conducted cooperatively, unless incorporated as provided in this chapter or under some other law of the United States Virgin Islands entitling him so to do; provided, however that the foregoing prohibition shall be inapplicable to any housing cooperative, the financing of which is insured or guaranteed by the United States of America, one of its instrumentalities, or agencies, and which is certified by the Commissioner of the Federal Housing Administration as consumer cooperative. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

Any foreign corporation, organized under and complying with the cooperative law of the United States Virgin Islands or other jurisdiction of its creation, may use the term "cooperative" in the United States Virgin Islands if it has complied with the laws of the United States Virgin Islands applicable to foreign corporations, in so far as those laws are applicable to it, and if it is doing business on a cooperative basis, as defined in this chapter. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

It is unlawful for any corporation formed under this chapter to carry on business contrary to or outside of the purpose for which it is formed. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

Any person, firm, partnership, trust, domestic corporation, foreign corporation, or association may be enjoined from violating the provisions of section 584 or section 586 of this chapter or form issuing, selling, offering for sale, negotiating, advertising or distributing stock, notes, bonds, certificates or evidences of indebtedness or other securities, issued by him or concerning his business or affairs in violation of this chapter, at the instance of any citizen or official agency of the United States Virgin Islands. History: Added Sept. 18, 1969, No. 2546, Sess. L. 1969, p. 270.

History: Repealed. June 12, 2015, No. 7737, § 1, Sess. L. 2015, p. 25.

Any person, firm, partnership, trustee, association or corporation violating any of the provisions of this chapter is guilty of a misdemeanor, punishable by a fine not more than $500, or by imprisonment for not more than one year, or both such fine and imprisonment. History: Added May 28, 1971, No. 3061, § 5, Sess. L. 1971, p. 222.

Articles, Execution; Body Politic Any number of persons, not less than 5, may associate themselves together and become a body corporate and politic for the improvement of their several social and material interests, the regulation of their wages, the laws and conditions of their employment, the protection of their joint and individual rights in the prosecution of their trades or industrial avocations, the collection and payment of funds for the benefit of sick, disabled or unemployed members, the securing of benefits to the families of deceased members, and for such other and further objects of material benefit and protection as are germane to the purposes of this chapter. The persons so associating shall execute articles of association as hereinafter provided, sign and acknowledge the same before some officer duly authorized by the laws of the United States Virgin Islands to take acknowledgements of deeds, and upon the execution and acknowledgment of said articles of association aforesaid, the said association shall become a body politic for the purposes set forth in said articles of association. History: Added June 3, 1970, No. 2730, Sess. L. 1970, p. 132.

Every association formed under the provisions of this chapter, shall have a corporate name, and may sue and be sued, plead and be impleaded, prosecute and defend in all courts of the United States Virgin Islands; shall hold, pay, sell, assign, convey, mortgage and lease such real, personal or mixed property as shall be required for its corporate purposes. History: Added June 3, 1970, No. 2730, Sess. L. 1970, p. 133.

The articles of association shall state: First, The names of persons associating in the first instance with their places of residence; Second, The purposes of the association, conforming with the provisions of this chapter; Third, The corporate name and period of incorporation, which may be perpetual; Fourth, The terms, conditions, and qualifications of membership in the corporation; Fifth, The officers and committees created, with the names of officers and members of committees first selected, the terms of such officers and members, and the time of holding an annual meeting. History: Added June 3, 1970, No. 2730, Sess. L. 1970, p. 133.

Every association incorporated under this chapter shall have power to make all needful bylaws for its government and enforce the same by the usual penalties and forfeitures; may thereby establish a uniform system of dues, assessments or benefits to be levied upon members, prescribe the duties of officers, require bonds of the same for the faithful discharge of their duties. History: Added June 3, 1970, No. 2730, Sess. L. 1970, p. 133.

The officers of the association shall consist of a president, secretary, treasurer, and executive committee of not less than 3 members of the association. The president, secretary, and treasurer shall be ex officio members of said executive committee. History: Added June 3, 1970, No. 2730, Sess. L. 1970, p. 134.

The executive committee shall be charged with the general management of its affairs. Said committee shall adopt bylaws for the association, and change the same at pleasure: provided, that the bylaw for the election of the members of said committee and their terms of office shall be of no effect until the same is ratified by a majority vote of the members of the association. A majority of said committee shall be a quorum for the transaction of business. History: Added June 3, 1970, No. 2730, Sess. L. 1970, p. 134.

All societies, unions or associations of tradesmen or laborers actually existing and conducting their affairs under a constitution or articles of association, may become a body corporate and politic, for the general purposes of this chapter, upon filing of copies of their constitution or articles of the association, society or union, verified by the oath of one of the executive officers of such society, association or union in the office of the Lieutenant Governor and in the division of the District Court where the principal office of such society, union or association is located. All societies, unions and associations, become corporations as above provided, shall be subject to the provisions of this chapter. History: Added June 3, 1970, No. 2730, Sess. L. 1970, p. 134.

The constitution or articles of association of the society, union or association referred to in the preceding section of this chapter when filed as therein provided, shall stand in lieu of the articles of incorporation required to be executed under this chapter and such constitution or articles of association may provide for the election of an executive committee and other officers required by this chapter, naming the officers to act as the first incumbents; provided, that nothing in this section contained shall be construed so as to legalize any provisions that may be contained in said constitution or articles of association, repugnant to the general laws of the United States Virgin Islands. History: Added June 3, 1970, No. 2730, Sess. L. 1970, p. 134.

All moneys, properties, or rights in action, equitably belonging to any society, union or association at the time the same shall become incorporated under the provisions of this chapter, shall vest in the corporation so formed, and may be recovered by such corporation in an action of assumpsit, or on the case from any person unlawfully withholding the same. History: Added June 3, 1970, No. 2730, Sess. L. 1970, p. 135.

The taking, holding, assigning, conveying, leasing, mortgaging, transferring or otherwise dealing with the monies, properties, whether real, personal or mixed, or rights in action equitably belonging to any society, union or association which was done before the effective date of this chapter in accordance with the provisions of the Constitution or bylaws of the society, union or association at the time of the doing of the same is hereby declared to be a lawful act of such society, union or association. History: Added June 3, 1970, No. 2730, Sess. L. 1970, p. 135.

This chapter may be cited as the "Professional Service Corporations Act of the Virgin Islands". History: Added July 2, 1973, No. 3447, Sess. L. 1973, p. 133.

As used in this chapter: (1) Unless the context otherwise requires, the term "licensing authority" means the appropriate board or licensing agency established pursuant to Title 27 of the Virgin Islands Code for the purpose of examining and licensing all professions and occupations licensed under the said Title 27, and the District Court of the Virgin Islands in the case of the profession of law. (2) "Profession" includes any practice as an attorney and counselor at law, or as a licensed physician, and those occupations designated in Title 27 of the Virgin Islands Code. (3) "Professional service" means any type of service to the public which may be lawfully rendered by a member of a profession within the purview of his profession. (4) "Professional service corporation" means a corporation organized under this chapter. (5) "Officer" does not include the secretary or an assistant secretary of a corporation having only one shareholder. History: Added July 2, 1973, No. 3447, Sess. L. 1973, p. 133.

The provisions of this chapter shall not apply to corporations heretofore or hereafter duly organized under any other provisions of law. History: Added July 2, 1973, No. 3447, Sess. L. 1973, p. 134.

(a) Notwithstanding any other provision of law, one or more individuals duly authorized by law to render the same professional service within the United States Virgin Islands may organize, or cause to be organized, a professional service corporation for pecuniary profit under this chapter for the purpose of rendering the same professional service, except that one or more individuals duly authorized by law to practice professional engineering, architecture, landscape architecture or land surveying within the United States Virgin Islands may organize, or cause to be organized, a professional service corporation for pecuniary profit under this chapter for the purpose of rendering such professional services as such individuals are authorized to practice. (b) The certificate of incorporation of a professional service corporation shall meet the requirements of this chapter and (1) shall state the profession or professions to be practiced by such corporation and the names and residence addresses of all individuals who are to be the original shareholders, directors and officers of such corporation, and (2) shall have attached thereto a certificate or certificates issued by the appropriate licensing authority certifying that each of the proposed shareholders, directors and officers is authorized by law to practice a profession which the corporation is being organized to practice and, if applicable, that one or more of such individuals is authorized to practice each profession which the corporation will be authorized to practice. (c) A certified copy of the certificate of incorporation and of each amendment thereto shall be filed by the corporation with the licensing authority within thirty days after the filing of such certificate or amendment with the Office of the Lieutenant Governor. (d) A professional service corporation, other than a corporation authorized to practice law, shall be under the supervision of the appropriate licensing authority as set forth in Title 27 and be subject to disciplinary proceedings and penalties, and its certificate of incorporation shall be subject to suspension, revocation of annulment for cause, in the same manner and to the same extent as is provided with respect to individuals and their licenses, certificates, and registrations in Title 27 relating to the applicable profession. (e) A corporation authorized to practice law shall be subject to the regulation and control of, and its certificate of incorporation shall be subject to suspension, revocation or annulment for cause by the Supreme Court of the Virgin Islands in the same manner and to the same extent provided in the rules of the Supreme Court with respect to individual attorneys. (f) The order of suspension, revocation or annulment of the certificate of incorporation of a professional service corporation pursuant to subdivisions (d) and (e) of this section shall be effective upon the filing of such order with the Office of the Lieutenant Governor. History: Added July 2, 1973, No. 3447, Sess. L. 1973, p. 134; amended July 30, 2016, No. 7888, § 12, Sess. L. 2016, p. 113.

(a) No professional service corporation may render professional services except through individuals authorized by law to render such professional services as individuals. (b) Each final plan and report made or issued by a corporation practicing professional engineering, architecture, landscape architecture or land surveying shall bear the name and seal of one or more professional engineers, architects, landscape architects, or land surveyors respectively, who are in responsible charge of such plan or report. (c) Each report, diagnosis, prognosis, and prescription made or issued by a corporation practicing medicine, dentistry, podiatry, optometry, ophthalmic dispensing, veterinary medicine, osteopathy, pharmacy, nursing, or physiotherapy shall bear the signature of one or more physicians, dentists, podiatrists, optometrists, ophthalmic dispensers, veterinarians, osteopaths, pharmacists, nurses, or physiotherapists, respectively, who are in responsible charge of such report, diagnosis, prognosis, or prescription. (d) Each record, transcript, report and hearing report prepared by a corporation practicing certified shorthand reporting shall bear the signature of one or more certified shorthand reporters who are in responsible charge of such record, transcript, report, or hearing report. (e) Each report and statement prepared by a corporation practicing public accounting or certified public accounting shall bear the signature of one or more public accountants or certified public accountants respectively, who are in responsible charge of such report or statement. (f) Each opinion prepared by a corporation practicing law shall bear the signature of one or more attorneys who are in responsible charge of such opinion. (g) In addition to the requirements in subdivisions (b) through (f), inclusive, each document prepared by a corporation which under the rules, regulations, laws or customs of the applicable professions is required to bear the signature of an individual in responsible charge of such document, shall be signed by one or more such individuals. History: Added July 2, 1973, No. 3447, Sess. L. 1973, p. 135.

(a) Each shareholder, employee or agent of a professional service corporation shall be personally and fully liable and accountable for any negligent or wrongful act or misconduct committed by him or by any person under his direct supervision and control while rendering professional services on behalf of such corporation. (b) The relationship of an individual to a professional service corporation with which such individual is associated, whether as shareholder, director, officer, employee or agent, shall not modify or diminish the jurisdiction over him of the licensing authority and in the case of an attorney, the courts of the United States Virgin Islands. History: Added July 2, 1973, No. 3447, Sess. L. 1973, p. 136.

No professional service corporation shall engage in any business other than the rendering of the professional services for which it was incorporated; provided, that such corporation may invest its funds in real estate, mortgages, stocks, bonds or any other type of investments. History: Added July 2, 1973, No. 3447, Sess. L. 1973, p. 136.

A professional service corporation may issue shares only to individuals who are authorized by law to practice in the United States Virgin Islands a profession which such corporation is authorized to practice and who are or have been engaged in the practice of such profession in such corporation of a predecessor entity, or who will engage in the practice of such profession in such corporation within thirty days of the date such shares are issued. No shareholder of a professional service corporation shall enter into a voting trust agreement, proxy, or any other type agreement vesting in another person, other than another shareholder of the same corporation or a person who would be eligible to become a shareholder if employed by the corporation, the authority to exercise voting power of any or all of his shares. All shares issued, agreements made, or proxies granted in violation of this section shall be void. History: Added July 2, 1973, No. 3447, Sess. L. 1973, p. 136.

No individual may be a director or officer of a professional service corporation unless he is authorized by law to practice in the United States Virgin Islands a profession which such corporation is authorized to practice and is either a shareholder of such corporation or engaged in the practice of his profession in such corporation. History: Added July 2, 1973, No. 3447, Sess. L. 1973, p. 137.

Employees If any shareholder, director, officer or employee of a professional service corporation who has been rendering professional service to the public becomes legally disqualified to practice his profession within the United States Virgin Islands, he shall sever all employment with, and financial interests (other than interests as a creditor) in, such corporation forthwith or as otherwise provided in section 711 of this chapter. All provisions of law regulating the rendering of professional services by a person elected or appointed to a public office shall be applicable to a shareholder, director, officer and employee of such corporation in the same manner and to the same extent as if fully set forth herein. Such legal disqualification to practice his profession within the United States Virgin Islands shall be deemed to constitute an irrevocable offer by the disqualified shareholder to sell his shares to the corporation, pursuant to the provisions of section 711 or of the certificate of incorporation, bylaws or agreement among the corporation and all shareholders, whichever is applicable. Compliance with the terms of such offer shall be specifically enforceable in the courts of the United States Virgin Islands. A professional service corporation's failure to enforce compliance with this provision shall constitute a ground for forfeiture of its certificate of incorporation and its dissolution. History: Added July 2, 1973, No. 3447, Sess. L. 1973, p. 137.

(a) A professional service corporation shall purchase or redeem the shares of a shareholder in case of his death or disqualification pursuant to the provisions of section 710, within six months after the appointment of the executor or administrator or other legal representative of the estate of such deceased shareholder, or within six months after such disqualification, at the book value of such shares as of the end of the month immediately preceding the death or disqualification of the shareholder as determined from the books and records of the corporation in accordance with its regular method of accounting. The certificate of incorporation, the bylaws of the corporation or an agreement among the corporation and all shareholders may modify this section by providing for a shorter period of purchase or redemption, or an alternate method of determining the price to be paid for the shares, or both. If the corporation shall fail to purchase or redeem such shares within the required period, a successful plaintiff in an action to recover the purchase price of such shares shall also be awarded reasonable attorneys' fees and costs. Limitations on the purchase or redemption of shares set forth in section 714 shall not apply to the purchase or redemption of shares pursuant to this section. Nothing herein contained shall prevent a corporation from paying pension benefits or other deferred compensation to or on behalf of a former or deceased officer, director or employee thereof as otherwise permitted by law. The provisions of this section shall not be deemed to require the purchase of the shares of a disqualified shareholder where the period of disqualification is for less than six months, and the shareholder again becomes eligible to practice his profession within six months from the date of disqualification. (b) Notwithstanding the provisions of subdivision (a), the corporation shall not be required to purchase or redeem the shares of a deceased or disqualified shareholder if such shares, within the time limit prescribed by subdivision (a), are sold or transferred to another professional pursuant to the provisions of section 712. History: Added July 2, 1973, No. 3447, Sess. L. 1973, p. 138.

No shareholder of a professional service corporation may sell or transfer his shares in such corporation except to another individual who is eligible to have shares issued to him by such corporation or except in trust to another individual who would be eligible to receive shares if he were employed by the corporation. Nothing herein contained shall be construed to prohibit the transfer of shares by operation of law or by court decree. No transferee of shares by operation of law or court decree may vote the shares for any purpose whatsoever except with respect to corporate action under section 281 and section 283 of chapter 1 of this title. The restriction in the preceding sentence shall not apply, however, where such transferee would be eligible to have shares issued to him if he were an employee of the corporation and, if there are other shareholders, a majority of such other shareholders shall fail to redeem the shares so transferred, pursuant to section 711, within sixty days of receiving written notice of such transfer. Any sale or transfer except by operation of law or court decree or except for a corporation having one shareholder, may be made only after the same shall have been approved by the board of directors, or at a shareholders' meeting specially called for such purpose by such proportion, not less than a majority, of the outstanding shares as may be provided in the certificate of incorporation or in the bylaws of such professional service corporation. The certificate of incorporation or the bylaws of the professional service corporation, or the professional service corporation and the shareholders by private agreement, may provide, in lieu of or in addition to the foregoing provisions, for the alienation of shares and may require the redemption or purchase of such shares by such corporation at prices and in a manner specifically set forth therein. The existence of the restrictions on the sale or transfer of shares, as contained in this chapter and, if applicable, in the certificate of incorporation, bylaws, stock purchase or stock redemption agreement, shall be noted conspicuously on the face or back of every certificate for shares issued by a professional service corporation. Any sale or transfer in violation of such restrictions shall be void. History: Added July 2, 1973, No. 3447, Sess. L. 1973, p. 138.

(a) Notwithstanding any other provision of law, the name of a professional service corporation may contain any word which, at the time of incorporation, could be used in the name of a partnership practicing a profession which the corporation is authorized to practice, and may not contain any word which could not be used by such a partnership; provided, however, the name of a professional service corporation may not contain the name of a deceased person unless (1) such person's name was part of the corporate name at the time of such person's death; or (2) such person's name was part of the name of an existing partnership and at least two-thirds of such partnership's partners become shareholders of the corporation. (b) Such corporate name shall end with the words "Professional Corporation or Professional Limited Liability Corporation" or the abbreviation "P.C., PC, P.L.L.C. or PLLC". The provisions of subsection (1) of subdivision (a) of section 2 of Title 13 shall not apply to a professional service corporation. History: Added July 2, 1973, No. 3447, Sess. L. 1973, p. 139; amended Feb. 12, 1998, No. 6204, § 4(a)(1), Sess. L. 1998, p. 99.

Chapter 1 or chapter 15 of this title shall be applicable to a professional service corporation except to the extent that the provisions thereof conflict with this chapter. A professional service corporation may consolidate or merge only with another corporation organized under this chapter and only if all of the professions practiced by such corporations could be practiced by a single corporation organized under this chapter. History: Added July 2, 1973, No. 3447, Sess. L. 1973, p. 140; amended Feb. 12, 1998, No. 6204, § 4(a)(2), Sess. L. 1998, p. 99.

Each professional service corporation shall, on or before the first day of July of each year, furnish a statement to the licensing authority listing the name and residence address of each shareholder, director and officer of such corporation and certifying that all such individuals are authorized by law in the United States Virgin Islands to practice a profession which such corporation is authorized to practice. The statement shall be signed by the president or any vice-president of the corporation and attested to by the secretary or any assistant secretary of the corporation. History: Added July 2, 1973, No. 3447, Sess. L. 1973, p. 140.

This chapter shall not repeal, modify or restrict any provision of Title 27, or chapter 27 of Title 4 regulating the professions referred to therein. History: Added July 2, 1973, No. 3447, Sess. L. 1973, p. 140.

Notwithstanding any inconsistent provision of this chapter, a professional service corporation, pursuant to the provisions of chapter 1, subchapter IX of this title, may be merged or consolidated with another corporation formed pursuant to the provisions of this chapter or with a foreign corporation, provided that the corporation which survives or which is formed pursuant thereto is a professional corporation or a foreign professional corporation practicing the same profession or professions in the United States Virgin Islands or state of incorporation. The restrictions on the issuance, transfer or sale or shares of a professional service corporation shall not apply to any issuance, transfer or sale of shares made pursuant to a merger or consolidation, provided that, after such merger or consolidation, any professional service corporation which survives or which is created thereby shall be subject to all of the provisions of this chapter, and shares thereafter only may be held by persons who are eligible to receive shares of such professional service corporation. Nothing herein contained shall be construed as permitting the practice of a profession by a corporation which is not incorporated pursuant to the provisions of this chapter. History: Added July 2, 1973, No. 3447, Sess. L. 1973, p. 140.

The Attorney General is authorized to institute a civil proceedings in the District Court to forfeit the certificate of authority of a corporation organized under the laws of the United States Virgin Islands or to revoke the certificate authorizing a foreign corporation to conduct businesses in the United States Virgin Islands when: (a) Any of the corporation officers or any other person controlling the management or operation of such corporation, with the knowledge of the president and a majority of the board of directors or under such circumstances wherein the president and a majority of the directors should have knowledge, is a person or persons engaged in activities such as organized violent revolutionary or unlawful activity aimed at the overthrow of the Government of the United States Virgin Islands (or any of its instrumentalities, boards, agencies or commissions), organized homosexuality, organized crimes against nature, organized prostitution, organized gambling, organized narcotics, organized extortion, organized embezzlement or who is connected directly or indirectly with organizations, syndicates or criminal societies engaging in such; or (b) A director, officer, employee, agent or stockholder acting for, through or on behalf of such corporation has, in conducting the corporation's affairs, purposely engaged in a persistent course of violent revolutionary or unlawful activity aimed at the overthrow of the Government of the United States Virgin Islands (its instrumentalities, agencies, boards, or commissions), organized crime, homosexuality, crimes against nature, intimidation, coercion, bribery, prostitution, gambling, extortion, embezzlement, unlawful sale of narcotics or other such illegal conduct, with the knowledge of the president and majority of the board of directors or under such circumstances wherein the president and a majority of the directors should have knowledge, with the intent to compel or induce other persons, firms or corporations to deal with such corporation or engage in any such illegal conduct; or (c) For the prevention of future illegal conduct of the same character, the public interest requires the charter of the corporation be forfeited and the corporation be dissolved or the certificate of authority be revoked. History: Added May 28, 1971, No. 3053, § 1, Sess. L. 1971, p. 184.

The Attorney General is authorized to institute civil proceedings in the District Court of the Virgin Islands to enjoin the operation of any business other than a corporation, including a partnership, joint venture or sole proprietorship, when: (a) Any person in control of any such business, who may be a partner in a partnership, a participant in a joint venture, the owner of a sole proprietorship, an employee or agent of any such business, or a person who, in fact, exercises control over the operations of any such business, has, in conducting its business affairs, purposely engaged in a persistent course of violent, revolutionary or unlawful activity aimed at the overthrow of the Government of the United States Virgin Islands (or any of its instrumentalities, boards, agencies, or commissions), homosexuality, crimes against nature, intimidation, coercion, bribery, prostitution, gambling, extortion, embezzlement, unlawful use of narcotics or other such illegal conduct with the intent to compel or induce other persons, firms or corporations to deal with such business or engage in any such illegal conduct, and (b) That for the prevention of future illegal conduct of the same character, the public interest requires the operation of the business to be enjoined. History: Added May 28, 1971, No. 3053, § 1, Sess. L. 1971, p. 185.

(1) The proceedings authorized by section 751 of this chapter may be instituted against a corporation in any district in which it is doing business. Such proceedings shall be deemed additional to any other proceedings authorized by law for the purpose of forfeiting the certificate of authority of a corporation or revoking the certificate of authority of a foreign corporation. (2) The proceedings authorized by section 752 of this chapter may be instituted against a business other than a corporation in any district in which it is doing business. History: Added May 28, 1971, No. 3053, § 1, Sess. L. 1971, p. 186.

For the purposes of this chapter: "Director" means the Director of the Virgin Islands Bureau of Internal Revenue; "Virgin Islands foreign sales corporation", and "VIFSC" mean a corporation that elects to be treated as such pursuant to section 772 of this chapter; "Foreign trade income" means income which is: (1) foreign trade income as defined in Subpart E of Part III of subchapter N of the Internal Revenue Code; and (2) gross income of a VIFSC attributable to non-Virgin Islands trading gross receipts; "Foreign trade related income" of a VIFSC means the income of a VIFSC other than foreign trade income: (1) income derived from or related to the non-Virgin Islands trading gross receipts of the VIFSC, including but not limited to, penalties, forfeitures, accelerated lease payments, payments in lieu of lease payments, liquidated damages, payments on default, guarantees, indemnities, and the like; (2) other payments received by a lessor under, or in connection with, a long-term lease of all or substantially all its non-Virgin Islands export property, or from the sale, exchange, or other disposition of such leased non-Virgin Islands export property; and (3) such other income as the Director shall by regulation designate. "Internal Revenue Code" means the Internal Revenue Code of 1986 (Title 26, United State Code), as amended: "Non-Virgin Islands trading gross receipts" means the gross receipts of any VIFSC, which are: (1) from the sale, exchange or other disposition of non-Virgin Islands export property for direct use, consumption or disposition outside the Virgin Islands; or (2) from the lease or rental of non-Virgin Islands export property for use by the lessee outside the Virgin Islands: (3) for services that are related and subsidiary to: (A) any sale, exchange, or other disposition of non-Virgin Islands export property by such corporation; (B) any lease or rental of non-Virgin Islands export property for use by the lessee outside the Virgin Islands; (4) for engineering or architectural services for construction projects located, or proposed for location, outside the Virgin Islands; or (5) for the performance of managerial services for a person other than a related person in furtherance of the production of non-Virgin Islands trading gross receipts described in item (1), (2), or (3) of this definition: Provided, that this item (5) shall not apply to a VIFSC for any taxable year unless at least fifty percent (50%) of its non-Virgin Islands trading gross receipts, determined without regards for this sentence, for such taxable year are derived from activities described in items (1), (2), and (3) of this definition; and "Non-Virgin Islands export property" means property which is: (1) qualified export property as defined in Subpart E of Part III of subchapter N of the Internal Revenue Code; and (2) property held for sale, lease, or rental, in the ordinary course of trade or business, by, or to, an VIFSC, for direct use, consumption, or disposition outside the Virgin Islands. History: Added Sept. 25, 1984, No. 4990, § 1, Sess. L. 1984, p. 233; amended Dec. 19, 1984, No. 5032, § 1, Sess. L. 1984, p. 413; Sept. 28, 1990, No. 5641, § 3(b), Sess. L. 1990, p. 353; Dec. 29, 2001, No. 6490, § 1(f), Sess. L. 2001, p. 374.

The benefits granted under this chapter: (1) apply only to an VIFSC incorporated in the United States Virgin Islands; (2) do not apply to an VIFSC or its shareholders if more than five percent (5%) of the VIFSC's gross income during the taxable year is derived from sales or services in the United States Virgin Islands; provided, that this paragraph shall not be construed to disqualify an VIFSC for the performance of services provided by or on behalf of an VIFSC earning sales commissions from sales that generate non-Virgin Islands trading gross receipts; (3) do not apply to any Business Management or Consulting Firm for a Virgin Islands Foreign Sales Corporation described in Title 27, section 302(a), Virgin Islands Code. History: Added Sept. 25, 1984, No. 4990, § 1, Sess. L. 1984, p. 233; amended Dec. 19, 1984, No. 5032, § 2, Sess. L. 1984, p. 413.

(a) A corporation shall elect to be a VIFSC, if it is created under the laws of the United States Virgin Islands and it declares, or is deemed to have declared, its intent to elect to become a VIFSC in the manner described in section 431(a)(1) of this title. (b) A corporation that is in good standing as of the effective date of this section, and which, as of the day prior to such effective date, was a foreign sales corporation, as defined in section 770 of this chapter as in effect as of that day may elect to be treated as a VIFSC if, prior to, or within twelve months of such effective date, it amends it articles of incorporation to conform with section 431(a)(1) of this title, as amended, or otherwise files a document with the Lieutenant Governor evidencing its intent to be treated as a VIFSC. Such election, if timely filed after such effective date, will be deemed to be effective as of such effective date. History: Added Sept. 25, 1984, No. 4990, § 1, Sess. L. 1984, p. 233; Jan. 1, 2002, No. 6490, § 1(g), Sess. L. 2001, p. 376.

An FSC shall be exempt from the payment of income tax under the Internal Revenue Code (as it applies to the United States Virgin Islands) on: (a) foreign trade income; (b) net investment income and carrying charges; and (c) foreign trade related income. History: Added Sept. 25, 1984, No. 4990, § 1, Sess. L. 1984, p. 233; amended Dec. 19, 1984, No. 5032, § 3, Sess. L. 1984, p. 413; Sept. 28, 1990, No. 5641, § 3(a), Sess. L. 1990, p. 352.

An FSC shall be exempt from the tax imposed under Title 33, section 43, Virgin Islands Code, with respect to non-Virgin Islands trading gross receipts and foreign trade related income. History: Added Sept. 25, 1984, No. 4990, § 1, Sess. L. 1984, p. 233; amended Sept. 28, 1990, No. 5641, § 3(c), Sess. L. 1990, p. 353.

An VIFSC shall be exempt from the tax imposed under Title 33, section 42, Virgin Islands Code, on non- Virgin Islands export property imported into the United States Virgin Islands for reexport by the VIFSC in the ordinary course of its trade or business. History: Added Sept. 25, 1984, No. 4990, § 1, Sess. L. 1984, p. 233.

(a) Non-Virgin Islands export property imported into the United States Virgin Islands for reexport by an VIFSC shall be free of customs duties. (b) The Director shall, within ten (10) days of a written request of an eligible VIFSC to do so, provide the United States Customs Service with a certification that such VIFSC is eligible for the benefits of this section. Should an VIFSC (or former VIFSC) which has been so certified become no longer eligible for such benefits, the Director shall immediately so certify to the United States Customs Service. History: Added Sept. 25, 1984, No. 4990, § 1, Sess. L. 1984, p. 233.

(a) No tax shall be imposed under sections 871(a)(1) and 881 of the Internal Revenue Code upon citizens and residents of the United States and upon corporations organized in the United States with respect to payments received from sources within the United States Virgin Islands derived from the foreign trade income, investment income and carrying charges, or foreign trade related income of an VIFSC, of which such citizen, resident or corporation is a shareholder. However, the exemption from tax under this section shall apply to payments made by a former VIFSC only to the extent such payment is made with respect to expenses paid or accrued from foreign trade income or foreign trade related income earned by the former VIFSC during taxable years in which it was an VIFSC. (b) For the purposes of this section, distributions shall he deemed to first be made from foreign trade income and foreign trade related income earned by an VIFSC, or by a former VIFSC in a taxable year during which the former VIFSC was an VIFSC. History: Added Sept. 25, 1984, No. 4990, § 1, Sess. L. 1984, p. 233; amended Sept. 28, 1990, No. 5641, § 3(d), Sess. L. 1990, p. 353.

An VIFSC shall be exempt from the requirements of sections 1441 and 1442 of the Internal Revenue Code (as it applies in the United States Virgin Islands) to withhold the tax imposed by sections 871(a)(1) and 881 of the Internal Revenue Code (as it applies in the United States Virgin Islands) with respect to payments exempt from tax under section 777 of this chapter. History: Added Sept. 25, 1984, No. 4990, § 1, Sess. L. 1984, p. 2331.

History: Repealed. Jan. 1, 2002, No. 6490, § 2, Sess. L. 2001, p. 377. Cite as: 13 V.I.C. § 779, 780

The Director shall promulgate rules as are necessary for the implementation of this chapter. However, prior to their submission to the Governor under Title 3, chapter 35, Virgin Islands Code, such rules shall be submitted to the Commissioner of Commerce for his recommendations. History: Added Sept. 25, 1984, No. 4990, § 1, Sess. L. 1984, p. 233.

As used in this chapter, the following words and phrases, unless differently defined or described, shall have the meanings and references as follows: (1) "Corporation" means a United States Virgin Islands economic development corporation created under this chapter. (2) "Financial institution" means any banking corporation or trust company, savings and loan association, insurance company or related corporation, partnership, foundation, or other institution engaged primarily in lending or investing funds. (3) "Member" means any financial institution authorized to do business within the United States Virgin Islands which shall undertake to lend money to a corporation created under this chapter, upon its call, and in accordance with the provisions of this chapter. (4) "Board of directors" means the board of directors of the corporation created under this chapter. (5) "Loan limit" means for any member, the maximum amount permitted to be outstanding at one time on loans made by such member to the corporation, as determined under the provisions of this chapter. History: Added July 27, 1972, No. 3278, § 1, Sess. L. 1972, p. 233.

(a) Twenty-five (25) or more persons, two-thirds of whom shall be residents of the United States Virgin Islands, who may desire to create an economic development corporation under the provisions of this chapter, for the purpose of promoting, developing, and advancing the prosperity and economic welfare of the United States Virgin Islands and, to that end, to exercise the powers and privileges hereinafter provided, may be incorporated by filing in the office of the Lieutenant Governor, as hereinafter provided, articles of incorporation. The articles of incorporation shall contain: (1) The name of the corporation, which shall include the words "Economic Development Corporation of the Virgin Islands". (2) The location of the principal office of the corporation, but such corporation may have offices in such other places within the United States Virgin Islands as may be fixed by the board of directors. (3) The purposes for which the corporation is founded, which shall be to promote, stimulate, develop, and advance the business prosperity and economic welfare of the United States Virgin Islands and its citizens; to encourage and assist through loans, investments or other business transactions in the location of new business and industry in the United States Virgin Islands and to rehabilitate and assist existing business and industry; to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of the United States Virgin Islands, provide maximum opportunities for employment, encourage thrift, and improve the standard of living of the citizens of the United States Virgin Islands; similarly, to cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural, and recreational developments in the United States Virgin Islands, and to provide financing for the promotion, development, and conduct of all kinds of business activity in the United States Virgin Islands, thereby establishing a source of credit not otherwise available therefor. (4) The names and post office addresses of the members of the first board of directors, who, unless otherwise provided by the articles of incorporation or the bylaws, shall hold office for the first year of existence of the corporation or until their successors are elected and have qualified. (5) Any provision which the incorporators may choose to insert for the regulation of the business and for the conduct of the affairs of the corporation and any provisions creating, dividing, limiting, and regulating the powers of the corporation, the directors, stockholders or any class of the stockholders, including, but not limited to a list of the officers, and provisions governing the issuance of stock certificates to replace lost or destroyed certificates, provided that no provision shall be contained for cumulative voting for directors. (6) The amount of authorized capital stock and the number of shares into which it is divided, the par value of each share and the amount of capital with which it will commence business and, if there is more than one class of stock, a description of the different classes; the names and post office addresses of the subscribers of stock and the number of shares subscribed by each. The aggregate of the subscription shall be the minimum amount of capital with which the corporation shall commence business which shall not be less than fifty thousand ($50,000.00) dollars. The articles of incorporation may also contain any provision consistent with the laws of the United States Virgin Islands for the regulation of the affairs of the corporation. (7) The articles of incorporation shall be in writing, subscribed by not less than three (3) natural persons competent to contract and acknowledged by each of the subscribers before an officer authorized to take acknowledgements and filed in the office of the Lieutenant Governor for approval. A duplicate copy so subscribed and acknowledged may also be filed. (8) The articles of incorporation shall recite that the corporation is organized under the provisions of this chapter (b) The Lieutenant Governor shall not approve articles of incorporation for a corporation organized under this chapter until a total of at least three (3) national banks, territorial banks, savings banks, industrial savings banks, federal savings and loan associations, domestic building and loan associations, or insurance companies authorized to do business within the United States Virgin Islands, or any combination thereof, have agreed in writing to become members of said corporation; and said written agreement shall be filed with the Lieutenant Governor with the articles of incorporation and the filing of same shall be a condition precedent to the approval of the articles of incorporation by the Lieutenant Governor. Whenever the articles of incorporation shall have been filed in the office of the Lieutenant Governor and approved by him, and all filing fees and taxes prescribed by law, have been paid, the subscribers, their successors and assigns shall constitute a corporation, and said corporation shall then be authorized to commence business, and stock thereof, to the extent herein or hereafter duly authorized, may from time to time be issued. History: Added July 27, 1972, No. 3278, § 1, Sess. L. 1972, p. 233.

In furtherance of its purpose and in addition to the powers now or hereafter conferred on business corporations by the general corporation law of the United States Virgin Islands, corporations formed pursuant to this chapter shall, subject to the restrictions and limitations herein contained, have the following powers: (1) To elect, appoint, and employ officers, agents, and employees; to make contracts and incur liabilities for any of the purposes of the corporation; provided, that the corporation shall not incur any secondary liability by way of guaranty or endorsement of the obligations of any person, firm, corporation, joint stock company, association or trust, or in any other manner. (2) To borrow money from its members and the Federal Small Business Administration and any other similar federal agency for any of the purposes of the corporation; to issue therefor its bonds, debentures, notes or other evidences of indebtedness, whether secured or unsecured, and to secure the same by mortgage, pledge, deed of trust or other lien on its property, franchises, rights, and privileges of every kind and nature, or any part thereof or interest therein, without securing stockholder or member approval. (3) To make loans to any person, firm, corporation, joint-stock company, association or trust, and to establish and regulate the terms and conditions with respect to any such loans and the charges for interest and service connected therewith; provided, however, that the corporation shall not approve any application for a loan unless and until the person applying for said loan shall show that he has applied for the loan through ordinary banking channels and that the loan has been refused by at least one (1) bank or other financial institution. (4) To purchase, receive, hold, lease, or otherwise acquire, and to sell, convey, transfer, lease, or otherwise dispose of real and personal property, together with such rights and privileges as may be incidental and appurtenant thereto and the use thereof, including, but not restricted to any real or personal property acquired by the corporation from time to time in the satisfaction of debts or enforcement of obligations. (5) To acquire the goodwill, business, rights, real and personal property; and other assets, or any part thereof, or interest therein, or any persons, firms, corporations, joint-stock companies, associations or trusts, and to assume, undertake, or pay the obligations, debts, and liabilities of any such person, firm, corporation, joint-stock company, association or trust; to acquire improved or unimproved real estate for the purpose of constructing industrial plants or other business establishments thereon or for the purpose of disposing of such real estate to others for the construction of industrial plants or other business establishments; and to acquire, construct or reconstruct, alter, repair, maintain, operate, sell, convey, transfer, lease, or otherwise dispose of industrial plants or business establishments. (6) To acquire, subscribe for, own, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the stock, shares, bonds, debentures, notes or other securities and evidences of interest in, or indebtedness of any person, firm, corporation, joint-stock company, association or trust, and while the owner or holder thereof to exercise all the rights, powers, and privileges and ownership, including the right to vote thereon. (7) To mortgage, pledge, or otherwise encumber any property, right or thing of value, acquired pursuant to the powers contained in subsections (4), (5) or (6) as security for the payment of any part of the purchase price thereof. (8) To cooperate with and avail itself of the facilities of the United States Department of Commerce, the Virgin Islands Small Business Development Agency, and any other similar territorial or federal governmental agencies; and to cooperate with and assist, and otherwise encourage organizations in the various communities of the United States Virgin Islands in the promotion, assistance, and development of the business prosperity and economic welfare of such communities or of the United States Virgin Islands or of any part thereof. (9) To conduct its business within or without the United States Virgin Islands. (10) To accept gifts or grants of money, service or property, real or personal. (11) To do and perform any and all acts and things necessary or convenient to carry out the powers expressly granted in this chapter and to effect the purposes for which the corporation is organized. History: Added July 27, 1972, No. 3278, § 1, Sess. L. 1972, p. 235.

(a) Notwithstanding any rule at common law or any provision of any general or special law or any provision in their respective charters, agreements of association, articles of organization or trust indentures: (1) Any person, including all domestic corporations organized for the purpose of carrying on business within the United States Virgin Islands, and further including without implied limitation public utility companies and insurance companies, and foreign corporations licensed to do business within the United States Virgin Islands, and all financial institutions as defined herein, and all trusts, are hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of any bonds, securities, or other evidence of indebtedness created by, or the shares of the capital stock of the corporation, and while owners of said stock to exercise all the rights, powers, and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory authority of the Government of the United States Virgin Islands except as otherwise provided in this chapter; provided, however, that a financial institution which does not become a member of the corporation shall not be permitted to acquire any shares of the capital stock of the corporation. (2) All financial institutions are hereby authorized to become members of the corporation and to make loans to the corporations as provided herein and; (3) Each financial institution which becomes a member of the corporation is hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of any bonds, securities, or other evidences of indebtedness created by, or the shares of the capital stock of the corporation, and while owners of said stock to exercise all the rights, powers, and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory authority of the Government of the United States Virgin Islands; provided, that the amount of the capital stock of the corporation which may be acquired by any member pursuant to the authority granted herein shall not exceed ten percent (10%) of the loan limit of such member. (b) The amount of capital stock of the corporation which any member is authorized to acquire pursuant to the authority granted herein is in addition to the amount of capital stock in corporations which such member may otherwise be authorized to acquire. History: Added July 27, 1972, No. 3278, § 1, Sess. L. 1972, p. 237.

(a) Any financial institution may request membership in the corporation by making application to the board of directors on such form and in such manner as said board of directors may require, and membership shall become effective upon acceptance of such application by said board. (b) Each member of the corporation shall make loans to the corporation as and when called upon by it to do so on such terms and other conditions as shall be approved from time to time by the board of directors, subject to the following conditions: (1) All loan limits shall be established at the thousand dollar amount nearest to the amount computed in accordance with the provisions of this section. (2) No loan to the corporation shall be made if immediately thereafter the total amount of the obligations of the corporation would exceed ten (10) times the amount then paid in on the outstanding capital stock of the corporation. (3) The total amount outstanding on loans to the corporation made by any member at any one time, when added to the amount of the investment in the capital stock of the corporation then held by such member, shall not exceed: (i) Twenty percent (20%) of the total amount then outstanding on loans to the corporation by all members, including in said total amount outstanding amounts validly called for loan but not yet loaned. (ii) The following limit, to be determined as of the time such member becomes a member on the basis of the audited balance sheet of such member at the close of its fiscal year immediately preceding its application for membership, or in the case of an insurance company, its last annual statement to the Insurance Commissioner; two and one-half percent (2 1/2%) of the capital and surplus of commercial banks and trust companies; one-half of one percent (1/2%) of the total outstanding loans made by savings and loan associations, and building and loan associations; two and one-half (2 1/2%) of the capital and unassigned surplus of mutual insurance companies, except fire insurance companies; one tenth of one percent (1/10%) of the assets of fire insurance companies; and such limits as may be approved by the board of directors of the corporation for other financial institutions. (c) Subject to subparagraph (i) of paragraph (3) of subsection (b) of this section, each call made by the corporation shall be prorated among the members of the corporation in substantially the same proportion that the adjusted loan limit of each member bears to the aggregate of the adjusted loan limits of all members. The adjusted loan limit of a member shall be the amount of such member's loan limit, reduced by the balance of outstanding loans made by such member to the corporation and the investment in capital stock of the corporation held by such member at the time of such call. (d) All loans to the corporation by members shall be evidenced by bonds, debentures, notes, or other evidences of indebtedness of the corporation, which shall be freely transferable at all times, and which shall bear interest at a rate of not less than one-quarter of one percent (1/4%) in excess of the rate of interest determined by the board of directors to be the prime rate prevailing at the date of issuance thereof on unsecured commercial loans. History: Added July 27, 1972, No. 3278, § 1, Sess. L. 1972, p. 238.

(a) Membership in the corporation shall be for the duration of the corporation; provided, that upon written notice given to the corporation six (6) months in advance, a member may withdraw from membership in the corporation at the expiration date of such notice. (b) A member shall not be obligated to make any loans to the corporation pursuant to calls made subsequent to notice of the intended withdrawal of said member. History: Added July 27, 1972, No. 3278, § 1, Sess. L. 1972, p. 240.

(a) The stockholders and members of the corporation shall have the following powers of the corporation: (1) To determine the number of and elect directors as provided in section 809 hereof; (2) To make, amend, and repeal bylaws; (3) To amend this chapter as provided in section 808; (4) To dissolve the corporation as provided in section 814(b); (5) To do all things necessary or desirable to secure aid, assistance loans and other financing from any financial institutions, and from any agency established under the Small BusSmall Business Investment Act of 1958LaPublic Law 85-699ngress, or similar federal laws now or hereafter enacted; (6) To exercise such other of the powers of the corporation consistent with this chapter as may be conferred on the stockholders and the members by the bylaws. (b) As to all matters requiring action by the stockholders and the members of the corporation, said stockholders and said members shall vote separately thereon by classes, and except as otherwise herein provided, such matters shall require the affirmative vote of a majority of the votes to which the stockholders present or represented at the meeting shall be entitled and the affirmative vote of a majority of the votes to which the members present or represented at the meeting shall be entitled. (c) Each stockholder shall have one (1) vote, in person or by proxy, for each share of capital stock held by him, and each member shall have one (1) vote, in person or by proxy, except that any member having a loan limit of more than one thousand dollars ($1,000.00) shall have one (1) additional vote, in person or by proxy, for each additional one thousand dollars ($1,000.00) which such member is authorized to have outstanding on loans to the corporation at any one time as determined under subparagraph (ii) of paragraph (3) of subsection (b) of section 805 of this chapter. History: Added July 27, 1972, No. 3278, § 1, Sess. L. 1972, p. 240.

(a) The articles of incorporation may be amended by the votes of the stockholders and the members of the corporation, voting separately by classes, and such amendments shall require approval by the affirmative vote of two-thirds (2/3) of the votes to which the stockholders shall be entitled and two-thirds (2/3) of the votes to which the members shall be entitled; provided, that no amendment of the articles of incorporation which is inconsistent with the general purposes expressed herein or which authorizes any additional class of capital stock to be issued, or which eliminates or curtails the right of the Banking Board to examine the corporations or the obligation of the corporation to make reports as provided in section 812 of this chapter, shall be made; and, provided further, that no amendment of the articles of incorporation which increases the obligation of a member to make loans to the corporation, or makes any change in the principal amount, interest rate, maturity date, or in the security or credit position of any outstanding loan of a member to the corporation, or affects a member's right to withdraw from membership as provided herein, or affects a member's voting rights as provided herein, shall be made without the consent of each member affected by such amendment. (b) Within thirty (30) days after any meeting at which an amendment of the articles of incorporation has been adopted, articles of amendment signed and sworn to by the president, treasurer, and a majority of the directors, setting forth such amendments and due adoption thereof, shall be submitted to the Lieutenant Governor who shall examine them, and if he finds that they conform to the requirements of this chapter, shall so certify and endorse his approval thereon. Thereupon, the articles of amendment shall be filed in the office of the Lieutenant Governor, and no such amendment shall take effect until such articles of amendment shall have been filed as aforesaid. History: Added July 27, 1972, No. 3278, § 1, Sess. L. 1972, p. 241.

(a) The business and affairs of the corporation shall be managed and conducted by a board of directors, a president, a vice-president, a secretary, a treasurer, and such other officers and such agents as the corporation by its bylaws shall authorize. The board of directors shall consist of such number not less than fifteen (15) nor more than twenty-one (21), as shall be determined in the first instance by the incorporators and thereafter annually by the members and the stockholders of the corporation. The board of directors may exercise all the powers of the corporation except such as are conferred by law or by the bylaws of the corporation upon the stockholders or members and shall choose and appoint all the agents and officers of the corporation and fill all vacancies except vacancies in the office of director, which shall be filled as hereinafter provided. The board of directors shall be elected in the first instance by the incorporators and thereafter at the annual meeting, which annual meeting shall be held during the month of January or, if no annual meeting shall be held in the year of incorporation, then within ninety (90) days after the approval of the articles of incorporation at a special meeting held as provided in this section. At each annual meeting, or at a special meeting held as provided in this section, the members of the corporation shall elect one- third (1/3) of the members of the board of directors; the stockholders shall elect one-third (1/3) of the members of the board and remaining members of the board shall be elected jointly by the members of the corporation and its stockholders; provided, however, that the ratio of member-stockholder representation on the board of directors may be altered if at a special meeting called for such purpose two-thirds (2/3) of all members and two-thirds (2/3) of the stockholders elect to do so. The directors shall hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after the election and until their successors are elected and qualified unless sooner removed in accordance with the provisions of the bylaws. Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders. (b) Directors and officers shall not be responsible for losses unless the same shall have been occasioned by the willful misconduct of such directors and officers. History: Added July 27, 1972, No. 3278, § 1, Sess. L. 1972, p. 241.

Each year the corporation shall set apart as earned surplus not less than ten percent (10%) of its net earnings for the preceding fiscal year until such surplus shall be equal in value to one-half (1/2) of the amount paid in on the capital stock then outstanding. Whenever the amount of surplus established herein shall become impaired, it shall be built up again to the required amount in the manner provided for its original accumulation. Net earnings and surplus shall be determined by the board of directors, after providing for such reserves as said directors deem desirable, and the determination of the directors made in good faith shall be conclusive on all persons. History: Added July 27, 1972, No. 3278, § 1, Sess. L. 1972, p. 242.

The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated. The corporation shall not receive money on deposit. History: Added July 27, 1972, No. 3278, § 1, Sess. L. 1972, p. 243.

The corporation shall be examined at least once annually by the Banking Board and the corporation shall make an annual report of its financial condition to the Banking Board. The Banking Board shall forward copies of such annual reports to the Governor, Lieutenant Governor and the Legislature. The corporation shall also furnish such other information as may from time to time be required by the Banking Board or the Lieutenant Governor. History: Added July 27, 1972, No. 3278, § 1, Sess. L. 1972, p. 243.

(a) The first meeting of the corporation shall be called by a notice signed by three (3) or more of the incorporators, stating the time, place, and purpose of the meeting, a copy of which notice shall be mailed or delivered to each incorporator at least ten (10) days before the day appointed for the meeting. Said first meeting may be held without such notice upon agreement in writing to that effect, signed by all the incorporators. There shall be recorded in the minutes of the meeting a copy of said notice or of such unanimous agreement of the incorporators. (b) At such first meeting, the incorporators shall organize by the choice, by ballot, of a temporary clerk; by the adoption of bylaws; by the election by ballot of directors; and by action upon such other matters within the powers of the corporation as the incorporators may see fit. The temporary clerk shall be sworn and shall make and attest a record of the proceedings. Ten (10) of the incorporators shall be a quorum for the transaction of business. History: Added July 27, 1972, No. 3278, § 1, Sess. L. 1972, p. 243.

(a) The period of duration of the corporation shall be perpetual subject however, to the right of the stockholders and the members to dissolve the corporation prior to the expiration of said period. (b) The corporation may, upon the affirmative vote of two-thirds (2/3) of the votes to which the stockholders shall be entitled and two-thirds (2/3) of the votes to which the members shall be entitled, dissolve said corporation. Upon any dissolution of the corporation, none of the corporation's assets shall be distributed to the stockholders until all sums due the members of the corporation as creditors thereof have been paid in full. History: Added July 27, 1972, No. 3278, § 1, Sess. L. 1972, p. 244.

Under no circumstances shall the credit of the Government of the United States Virgin Islands be pledged to any corporation organized under the provisions of this chapter. History: Added July 27, 1972, No. 3278, § 1, Sess. L. 1972, p. 244.

Any corporation organized under the provisions of this chapter shall be a state development company, as defined in the Small Business Investment Act of 1958, Public Law 85-699, 85th Congress, or any other similar federal legislation, and shall be authorized to operate on an island-wide basis. History: Added July 27, 1972, No. 3278, § 1, Sess. L. 1972, p. 244.

Any tax exemptions, tax credits, or tax privileges granted to banks, saving and loan associations, trust companies, and other financial institutions by any general laws are granted to corporations organized pursuant to this chapter. History: Added July 27, 1972, No. 3278, § 1, Sess. L. 1972, p. 244.

Corporations organized under this chapter shall adopt the calendar year as their fiscal year. History: Added July 27, 1972, No. 3278, § 1, Sess. L. 1972, p. 244.

The provisions of this chapter are severable, and if any of its provisions shall be held unconstitutional by any court of competent jurisdiction, the decision of such court shall not affect or impair any of the remaining provisions. History: Added July 27, 1972, No. 3278, § 1, Sess. L. 1972, p. 244.

The policies and purposes of this chapter are declared to be the promotion of the growth and development of the economy of the United States Virgin Islands by creating opportunities and incentives for international investment in the Territory, as authorized and encouraged by the federal Tax Reform Act of 1986, which will result in: (1) worldwide exposure of the United States Virgin Islands as a business center as well as a tourist destination; (2) the creation of new jobs through the expansion of existing local businesses; (3) the creation of new local business opportunities; and (4) the promotion of capital formation for the development of the United States Virgin Islands. All of these policies and purposes are declared to be in the public interest. History: Added Dec. 8, 1986, No. 5224, § 3, Sess. L. 1986, p. 352.

For the purposes of this chapter: (a) "Exempt company" means a corporation organized in the United States Virgin Islands which meets the requirements of section 852 of this chapter and an exempt branch as such term is defined in section 853a of this chapter. (b) "Internal Revenue Code" means the United States Internal Revenue Code (Title 26, United States Code), as amended. (c) "Exempt Insurer" means an exempt company which also meets the definition of "exempt captive insurer" in Title 22, Chapter 55, Virgin Islands Code, and which conducts no business other than that of an exempt international insurer. (d) "Exempt international banking facility" means an exempt company which is granted a license pursuant to Title 9, chapter 21, Virgin Islands Code. (e) "Exempt mutual fund" means an exempt company the principal business of which is trading in stocks or securities for its own account. (f) "Virgin Islands person" has the same meaning as is contained in the Internal Revenue Code as it applies in the United States Virgin Islands. (g) "United States person" has the same meaning as is contained in the Internal Revenue Code as it applies in the United States. (h) "Exempt activities" are any of the activities undertaken by an exempt company outside of the United States Virgin Islands, the earning or receipt of interest on deposits with banks or savings institutions or on amounts held by an insurance company under an agreement to pay interest thereon, the earning of receipt of interest or dividends from another exempt company, and the realization of gain or loss from the sale or exchange or other disposition of the stock of another exempt company. In the case of exempt insurers, exempt mutual funds, and exempt international banking facilities, exempt activities may also include activities within the United States Virgin Islands provided such activities are a required part of the business of the exempt insurer, exempt mutual fund or exempt international banking facility. Without limiting the foregoing, "exempt activities" also include, in the case of an exempt mutual fund, activities conducted in the United States Virgin Islands of a type described in clauses (1clauses (1)- (10) appear in U.S. TreasU.S. Treasury Regulations Section 1.864-2(c)(2)(iii)empt activities shall include: (1) Communicating with its shareholders (including the furnishing of financial reports), (2) Communicating with the general public, (3) Soliciting sales of its own stock, (4) Accepting the subscriptions of new stockholders, (5) Maintaining its principal corporate records and books of accounts, (6) Auditing its books of accounts, (7) Disbursing payments of dividends, legal fees, accounting fees, and officers" and directors" salaries, (8) Publishing or furnishing the offering and redemption price of the shares of stock issued by it, (9) Conducting meetings of its shareholders and board of directors, and (10) Making redemptions of its own stock. (i) "Corporation" includes a domestic limited liability company and a foreign limited liability company as defined in section 1102 of this Title if such limited liability company otherwise meets all requirements herein to be an exempt company; provided that such limited liability company shall be treated as a corporation for the purposes of the Internal Revenue Code. History: Added Dec. 8, 1986, No. 5224, § 3, Sess. L. 1986, p. 353; amended Aug. 17, 1993, No. 5880, § 2(a) (2), (d)(1), Sess. L. 1993, p. 153; Oct. 13, 1994, No. 6029, § 1(A), Sess. L. 1994, p. 225; Feb. 12, 1998, No. 6204, § 5(a), Sess. L. 1998, p. 99; amended Apr. 11, 2022, No. 8563, § 3(1), Sess. L. 2022, p. 137.

In order to qualify and remain eligible for the benefits granted by this chapter, an exempt company shall: (1) Except in the case of an exempt insurer which is a domestic corporation as defined in Sections 7701(a) (3) and (4) of the Internal Revenue Code (as it applies in the United States), or which has an election in effect under Section 953(d) of the Internal Revenue Code (as it applies in the United States), not engage in the conduct of a trade or business in the United States; (2) Except in the case of an exempt insurer, exempt international banking facility, or exempt mutual fund, not engage in the active conduct of a trade or business in the United States Virgin Islands. (3) Except in the case of an exempt insurer which is a domestic corporation as defined in Sections 7701(a) (3) and (4) of the Internal Revenue Code (as it applies in the United States), or which has an election in effect under Section 953(d) of the Internal Revenue Code (as it applies in the United States), comply with Section 934 of the Internal Revenue Code or any successor provision, with respect to ownership of stock of the exempt company by United States persons. (4) Comply with section 854 of this chapter with respect to ownership of stock of the exempt company by Virgin Islands persons; and (5) Elect to be an exempt company in accordance with section 853 of this chapter. History: Added Dec. 8, 1986, No. 5224, § 3, Sess. L. 1986, p. 353. amended Oct. 13, 1994, No. 6029, § 1(B), Sess. L. 1994, p. 226; Dec. 30, 1994, No. 6064, § 4, Sess. L. 1994, p. 315.

Election (a) In order to elect to become an exempt company a corporation shall take any one of the following actions: (1) include a statement in its original articles of incorporation, or in its certificate of domestication filed in accordance with section 471 of this title, that it may or shall be considered an exempt company pursuant to this chapter; or (2) file with the Lieutenant Governor, at the time of filing its original articles of incorporation, or its certificate of domestication filed in accordance with section 471 of this title, that it may or shall be considered an exempt company pursuant to this chapter; or (3) in the case of a corporation to which section 853a of this chapter applies, files with the Lieutenant Governor, at the time of filing the documents required by section 401 of this title or Title 22, Chapter 55, Virgin Islands Code, a letter or statement signed by its president, vice-president or managing director, attested to by another corporate officer or director, that it shall be considered an exempt company pursuant to this chapter; provided, however, that originals or copies of any such letter or statement filed by an exempt insurer shall be filed with both the Division of Corporations and the Division of Banking, Insurance and Financial Regulation of the Office of the Lieutenant Governor. (b) A corporation may include in the letter or statement by which it elects to become an exempt company, or in a subsequent letter or statement, a statement to the effect that it elects to be subject to the provisions of section 855(c) of this title. A corporation that makes such election may revoke the election at any time by filing with the Lieutenant Governor, a letter or statement in which it states that it revokes the election and sets forth the effective date of the revocation, which shall not be prior to the first day of the taxable year of the corporation in which the letter or statement is filed. (c) A corporation that shall propose to transfer its domicile into the United States Virgin Islands may include in the certificate required by paragraph (4) of section 472(c) of this title, a statement that upon its transfer of domicile into the United States Virgin Islands it shall be considered an exempt company pursuant to this chapter. Such election shall only become effective upon the transfer of the domicile of such corporation to the United States Virgin Islands and shall be in lieu of any other election required by this section. (d) An exempt company may revoke its election to be treated as such by filing a letter or statement with the Lieutenant Governor signed by the President or Vice-President and the Secretary or Assistant Secretary stating the effective date of the revocation. (e) Any revocation of an election to be an exempt company shall only take effect as of the first day of the company's present or next subsequent taxable year. History: Added Dec. 8, 1986, No. 5224, § 3, Sess. L. 1986, p. 354; amended Aug. 17, 1993, No. 5880, §§ 2(a)(3), (b)(2), 3(b)(1), (2), Sess. L. 1993, pp. 153, 156; Oct. 13, 1994, No. 6029, § 1(F), Sess. L. 1994, p. 226; amended Jan. 20, 2017, No. 7962, § 8(2), Sess. L. 2016, p. 311.

Any corporation that (i) is not a domestic corporation as that term is defined in sections 7701(a) (3) and (4) of the Internal Revenue Code (as it applies in the United States Virgin Islands), and (ii) is not a domestic corporation as that term is defined in section 7701(a)(3) and (4) of the Internal Revenue Code (as it applies in the United States), and (iii) which qualifies to do business in the Virgin Islands pursuant to section 401 of this Title; or in the case of a foreign limited liability company, registers to do business in the Virgin Islands pursuant to section 2002 of this Title, or is licensed as a captive insurer under Title 22, chapter 55, Virgin Islands Code, and (iv) meets the requirements of section 852 of this chapter, and (v) makes an election in accordance with section 853(a)(3) of this chapter, shall be an exempt branch and shall be treated for all purposes in the same manner as an exempt company. The requirements of clause (ii) above shall not apply to an exempt insurer. History: Added Aug. 17, 1993, No. 5880, § 2(a)(1), Sess. L. 1993, p. 153; amended Oct. 13, 1994, No. 6029, § 1(C), Sess. L. 1994, p. 226; Dec. 30, 1994, No. 6064, § 5, Sess. L. 1994, p. 316; Feb. 12, 1998, No. 6204, § 5(b), Sess. L. 1998, p. 99; amended Apr. 11, 2022, No. 8563, § 3(2), Sess. L. 2022, p. 137.

(a) A corporation shall qualify as an exempt company only if less than ten percent (10%) of: (1) the total voting power of the stock of such corporation; or (2) the total value of the stock of such corporation; is owned or treated as owned (within the meaning of section 958 of the Internal Revenue Code) by one or more Virgin Islands persons. (b) For the purposes of this section, "Virgin Islands persons" shall not include exempt companies. (c) This section shall not apply to an exempt international banking facility owned in whole or in part by a United States Virgin Islands bank. (d) Notwithstanding any other provision to the contrary, a company shall not be disqualified as an exempt company if ten percent (10%) or more of the total voting power of the stock of such company is owned or treated as owned by one or more Virgin Islands persons as trustee or trustees pursuant to a voting trust, so long as such trustee or trustees have no beneficial ownership interest in the stock of such company and the company otherwise qualifies as an exempt company. History: Added Dec. 8, 1986, No. 5224, § 3. Sess. L. 1986, p. 354; amended Aug. 17, 1993, No. 5880, § 2(d) (2), Sess. L. 1993, p. 153.

(a) An exempt company, other than an exempt insurer, an exempt mutual fund, or an exempt international banking facility, shall be treated with respect to its exempt activities for the purposes of the Internal Revenue Code (as it applies in the United States Virgin Islands) as a foreign corporation which does not earn United States Virgin Islands source income and which is not engaged in trade or business within the United States Virgin Islands. (b) An exempt insurer, an exempt mutual fund and an exempt international banking facility shall be exempt from the payment of income tax under the Internal Revenue Code (as it applies in the United States Virgin Islands) with respect to its exempt activities provided, however, that this exemption shall not apply to: (1) income which is derived from sources within the United States, unless the income is effectively connected with the conduct of a trade or business within the United States Virgin Islands, or (2) with respect to an exempt insurer that is not required to meet the ownership requirement of section 852(3) of this chapter, income which is derived from sources other than the United States Virgin Islands, unless the income is effectively connected with the conduct of a trade or business within the United States Virgin Islands. (c) In the case of an exempt company electing to be subject to the provisions of this subsection: (i) subsections (a) and (b) of this section shall not apply; (ii) with respect to its exempt activities, such exempt company shall be subject to the payment of income tax under the Internal Revenue CInternal Revenue Code the United States Virgin Islands) but only to the extent of one percent (1%) of its taxable income from such activities; provided however, that of the one percent (1%) of such taxable income, ten percent (10%) thereof shall be put aside and used for promotion and advertising of the Exempt Company program by the Department of Economic Development and Agriculture. (iii) such exempt company may elect to credit against its income tax liability described in clause (iclause (ii)e amount of franchise tax it pays during the taxable year pursuant to section 860(a) of this chapter, but in no event shall the amount of such credit exceed the amount of such income tax liability; and (iv) any exempt company which elects to take the credit described in clause (iii) above in respect of any franchise tax payment may not also deduct the amount of such franchise tax payment in determining its taxable income. History: Added Dec. 8, 1986, No. 5224, § 3, Sess. L. 1986, p. 355; amended Aug. 17, 1993, No. 5880, § 2(b) (1), (d)(3), Sess. L. 1993, p. 153; Oct. 13, 1994, No. 6029, § 1(D), Sess. L. 1994, p. 226; Dec. 30, 1994, No. 6064, § 6, Sess. L. 1994, p. 316.

An exempt company shall be exempt from the tax imposed under Title 33, section 43, Virgin Islands Code. History: Added Dec. 8, 1986, No. 5224, § 3, Sess. L. 1986, p. 355.

Taxes and Creditors No tax shall be imposed under sections 871(a)(1) and 881 of the Internal Revenue Code (as it applies in the United States Virgin Islands) with respect to dividends or interest received from sources within the United States Virgin Islands by a shareholder or creditor, respectively, of an exempt company. History: Added Dec. 8, 1986, No. 5224, § 3, Sess. L. 1986, p. 355; amended Aug. 17, 1993, No. 5880, § 2(d) (4), Sess. L. 1993, p. 153.

(a) An exempt company shall be exempt from the requirements of sections 1441 and 1442 of the Internal Revenue Code (as it applies in the United States Virgin Islands) to withhold the tax imposed by sections 871(a)(1) and 881 of the Internal Revenue Code (as it applies in the United States Virgin Islands) with respect to payments exempt from tax under section 857 of this chapter. (b) An exempt branch, as such term is defined in section 853a of this title, shall be exempt from the branch profits tax of section 884 of the Internal Revenue Code (as it applies in the United States Virgin Islands). History: Added Dec. 8, 1986, No. 5224, § 3, Sess. L. 1986, p. 355; amended Aug. 17, 1993, No. 5880, § 2(a) (4), Sess. L. 1993, p. 153.

An exempt insurer shall be exempt from the payment of premium tax under Title 22, Virgin Islands Code. History: Added Oct. 13, 1994, No. 6029, § 1(E), Sess. L. 1994, p. 226.

(a) Except in the case of an exempt insurer and an exempt international banking facility, no exempt company shall be required to obtain a license to do business in the United States Virgin Islands unless such company: (1) revokes its election to be an exempt company; or (2) commences doing business in the United States Virgin Islands. Notwithstanding the preceding sentence, an exempt company which, in violation of section 852 of this chapter, conducts business in the United States Virgin Islands, shall be subject to the penalties set forth in Title 27, chapter 9, Virgin Islands Code. (b) Holding meetings of shareholders or directors, or maintaining the principal office required by section 51 of this title, shall not be deemed as doing business in the United States Virgin Islands. (c) An exempt insurer and an exempt international banking facility shall be licensed in accordance with Titles 22 and 9, Virgin Islands Code, respectively. History: Added Dec. 8, 1986, No. 5224, § 3, Sess. L. 1986, p. 355.

(a) In lieu of filing an annual report pursuant to section 371 of this title and in lieu of filing an annual franchise tax report and paying the annual franchise tax prescribed pursuant to chapter 5 of this title, every exempt company (including exempt insurers, exempt mutual funds and exempt international banking facilities) incorporated or in existence on or before June 30 of any calendar year, shall, on or before June 30 of such calendar year, file a combined annual report and annual franchise tax report on a form prescribed by the Lieutenant Governor and shall pay an annual franchise tax of $1,000. Said report shall include the following information and shall be authenticated by the signature of an officer or director of the company: (1) The name of the exempt company; (2) The mailing address of the exempt company; (3) The date on which its most recent fiscal year ended; (4) The names and addresses of all the directors and officers of the exempt company and the expiration of their terms of office; and (5) A statement that the exempt company is in compliance with all of the requirements set forth in section 852 of this chapter. (b) Failure to timely file said report will subject the exempt company to a penalty of $100 for each month or part thereof that the report remains unfiled. Failure to file the said report and pay said franchise tax within six months of the de date may subject the exempt company to disqualification as an exempt company effective as of the first day of its fiscal year next preceding the date the report was due. Such disqualification shall only take effect upon 60 days written notice by the Lieutenant Governor delivered to the resident agent of the exempt company which notice shall state the amount of franchise tax and penalty due and any report which is outstanding. Should full payment be made and all outstanding reports be filed within such 60 day period, then the disqualification shall not take effect. History: Added Dec. 8, 1986, No. 5224, § 3, Sess. L. 1986, p. 356; amended Oct. 13, 1994, No. 6029, § 1(G), Sess. L. 1994, p. 226; Aug. 17, 1999, No. 6287, § 14, Sess. L. 1999, p. 46.

The Office of Lieutenant Governor is authorized and directed to provide any exempt company, within sixty (60) days of a request by the exempt company to do so, a contract signed by the Lieutenant Governor, on behalf of the Government of the United States Virgin Islands, stating that the benefits of this chapter as they exist upon the date of the contract shall be and remain available to said exempt company, and shall not be reduced, until twenty (20) years has elapsed, so long as the exempt company is: (1) in compliance with all laws, rules and regulations of the United States Virgin Islands; and (2) current in the payment of taxes and fees to the United States Virgin Islands. The contract shall further state that the Government shall not adopt any legislation impairing or limiting the obligation of such contract. The contract shall become effective with regard to an exempt company upon its acceptance by the exempt company. Such acceptance shall be indicated by the signature of an officer or the registered agent of the exempt company on a copy of the contract, which copy shall be returned to the Office of the Lieutenant Governor and shall remain on file in that office. History: Added Dec. 8, 1986, No. 5224, § 3, Sess. L. 1986, p. 357.

The Lieutenant Governor shall promulgate rules as are necessary for the implementation of this chapter. However, prior to their submission to the Governor under Title 3, chapter 35, Virgin Islands Code, such rules shall be submitted to the Commissioner of Commerce for his recommendations. History: Added Dec. 8, 1986, No. 5224, § 3, Sess. L. 1986, p. 357.

The resident agent of an exempt company shall solicit and maintain records of such information as may be required to establish that the exempt company is in compliance with section 852 of this chapter and to establish that any requirements relating to the ownership of an exempt company imposed by federal or local law or regulatory or administrative action have been met. Any resident agent who: (1) signs the statement described in section 860(a) of this chapter of the annual report of the exempt company and arranges for the filing of such report, or who provides and files at least annually with the Lieutenant Governor an affidavit containing such statement, and (2) who maintains in the United States Virgin Islands current records of the legal and beneficial ownership of the exempt company, shall be deemed to have complied with this provision. For this purpose, maintenance in the United States Virgin Islands of the original or duplicate stock ledger required by section 189 of this title shall be deemed to be an adequate record of the legal ownership and, if all of the shareholders are individuals, the beneficial ownership of the exempt company. History: Added Aug. 17, 1993, No. 5880, § 2(c), Sess. L. 1993, p. 153.

This chapter shall be known and may be cited as "The Uniform Limited Liability Company Act". History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

In this chapter, unless the context otherwise requires: (a) "Articles of organization" means initial, amended, and restated articles of organization and articles of merger. In the case of a foreign limited liability company, the term includes all records serving a similar function required to be filed in the office of the Lieutenant Governor or other official having custody of company records in the jurisdiction under whose law it is organized. (b) "At-will company" means a limited liability company other than a term company. (c) "Business" includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. (d) "Debtor in bankruptcy" means a person who is the subject of an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application or a comparable order under federal, state, territorial or foreign law governing insolvency. (e) "Distribution" means a transfer of money, property, or other benefit from a limited liability company to a member in the member's capacity as a member or to a transferee of the member's distributional interest. (f) "Distributional interest" means all of a member's interest in distributions by the limited liability company. (g) "Entity" means a person other than an individual. (h) "Foreign limited liability company" means an unincorporated entity organized under laws other than the laws of the Virgin Islands which afford limited liability to its owners comparable to the liability under section 1303 of this chapter and is not required to obtain a certificate of authority to transact business under any law of the Virgin Islands other than this chapter. (i) "Limited liability company" means a limited liability company organized under this chapter. (j) "Manager" means a person, whether or not a member of a manager-managed company, who is vested with authority under section 1301 of this chapter. (k) "Manager-managed company" means a limited liability company which is so designated in its articles of organization. (l) "Member-managed company" means a limited liability company other than a manager-managed company. (m) "Operating agreement" means the agreement under section 1104 of this chapter concerning the relations among the members, managers, and limited liability company. The term includes amendments to the agreement. (n) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. (o) "Principal office" means the office, whether or not in the Virgin Islands, where the principal executive office of a domestic or foreign limited liability company is located. (p) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (q) "Sign" means to identify a record by means of a signature, mark, or other symbol, with intent to authenticate it. (r) "State" means the United States Virgin Islands, a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States. (s) "Term company" means a limited liability company in which its members have agreed to remain members until the expiration of a term specified in the articles of organization. (t) "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, and gift. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) knows the fact; (2) has received a notification of the fact; or (3) has reason to know the fact exists from all of the facts known to the person at the time in question. (c) A person notifies or gives a notification of a fact to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact. (d) A person receives a notification when the notification: (1) comes to the person's attention; or (2) is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications. (e) An entity knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction for the entity knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention had the entity exercised reasonable diligence. An entity exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the entity and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the entity to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) Except as otherwise provided in subsection (b) of this section, all members of a limited liability company may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and the conduct of its business, and to govern relations among the members, managers, and company. To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and company. (b) The operating agreement may not: (1) unreasonably restrict a right to information or access to records under section 1408 of this chapter; (2) eliminate the duty of loyalty pursuant to section 1409, subsection (b) or section 1603, subsection (b), item (3) of this chapter, but the agreement may: (i) identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and (ii) specify the number or percentage of members or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty; (3) unreasonably reduce the duty of care under section 1409, subsection (c) or section 1603, subsection (b), item (3) of this chapter; (4) eliminate the obligation of good faith and fair dealing under section 1409, subsection (d) of this chapter, but the operating agreement may determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (5) vary the right to expel a member in an event specified in section 1601, item (6) of this chapter; (6) vary the requirement to wind up the limited liability company's business in a case specified in section 1801, subsection (b), items (3) or (4) of this chapter; or (7) restrict rights of a person, other than a manager, member, and transferee of a member's distributional interest, under this chapter. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in Title 11, section 951, Virgin Islands Code. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) The name of a limited liability company must contain "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C.", or "LC". "Limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co.". (b) Except as authorized by subsections (c) and (d) of this section, the name of a limited liability company must be distinguishable upon the records of the office of the Lieutenant Governor from: (1) the name of any corporation, limited partnership, or company incorporated, organized or authorized to transact business in the Virgin Islands; (2) a name reserved or registered under section 1107 or 1108 of this chapter; (3) a fictitious name approved under section 2005 of this chapter for a foreign company authorized to transact business in the Virgin Islands because its real name is unavailable. (c) A limited liability company may apply to the office of the Lieutenant Governor for authorization to use a name that is not distinguishable upon the records of the office of the Lieutenant Governor from one or more of the names described in subsection (b) of this section. The Lieutenant Governor shall authorize use of the name applied for if: (1) the present user, registrant, or owner of a reserved name consents to the use in a record and submits an undertaking in form satisfactory to the Lieutenant Governor to change the name to a name that is distinguishable upon the records of the office of the Lieutenant Governor from the name applied for; or (2) the applicant delivers to the Lieutenant Governor a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in the Virgin Islands. (d) A limited liability company may use the name, including a fictitious name, of another domestic or foreign company which is used in the Virgin Islands if the other company is organized or authorized to transact business in the Virgin Islands and the company proposing to use the name has: (1) merged with the other company; (2) been formed by reorganization with the other company; or (3) acquired substantially all of the assets, including the name, of the other company. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A person may reserve the exclusive use of the name of a limited liability company, including a fictitious name for a foreign company whose name is not available, by delivering an application to the office of the Lieutenant Governor for filing. The application must set forth the name, together with the mailing and physical address of the applicant and the name proposed to be reserved. If the Lieutenant Governor finds that the name applied for is available, it shall be reserved for the applicant's exclusive use for a nonrenewable 120-day period. (b) The owner of a name reserved for a limited liability company may transfer the reservation to another person by delivering to the Lieutenant Governor a signed notice of the transfer which states the name, mailing address and physical address of the transferee. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A foreign limited liability company may register its name subject to the requirements of section 2005 of this chapter, if the name is distinguishable upon the records of the office of the Lieutenant Governor from names that are not available under section 1106, subsection (b) of this chapter. (b) A foreign limited liability company registers its name, or its name with any addition required by section 2005 of this chapter, by delivering to the office of the Lieutenant Governor for filing an application: (1) setting forth its name, or its name with any addition required by section 2005 of this chapter, the state or country and date of its organization, and a brief description of the nature of the business in which it is engaged; and (2) accompanied by a certificate of existence, or a record of similar import, from the state or country of organization. (c) A foreign limited liability company whose registration is effective may renew it for successive years by delivering for filing in the office of the Lieutenant Governor a renewal application complying with subsection (b) of this section between January 1 and June 30 of the preceding year. The renewal application renews the registration for the following report period. (d) A foreign limited liability company whose registration is effective may qualify as a foreign company under its name or consent in writing to the use of its name by a limited liability company later organized under this chapter or by another foreign company later authorized to transact business in the Virgin Islands. The registered name terminates when the limited liability company is organized or the foreign company qualifies or consents to the qualification of another foreign company under the registered name. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A limited liability company and a foreign limited liability company authorized to do business in the Virgin Islands shall designate and continuously maintain in the Virgin Islands: (1) an office, which need not be a place of its business in the Virgin Islands; and (2) an agent and physical address of the agent for service of process on the company. (b) An agent must be an individual resident of the Virgin Islands, a domestic corporation, another limited liability company, or a foreign corporation or foreign company authorized to do business in the Virgin Islands. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

A limited liability company may change its designated office or agent for service of process by delivering to the office of the Lieutenant Governor for filing a statement of change which sets forth: (1) the name of the company; (2) the physical address of its current designated office; (3) if the current designated office is to be changed, the physical address of the new designated office; (4) the name and address of its current agent for service of process; and (5) if the current agent for service of process or physical address of that agent is to be changed, the new address or the name and physical address of the new agent for service of process. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) An agent for service of process of a limited liability company may resign by delivering to the office of the Lieutenant Governor for filing a record of the statement of resignation. (b) After filing a statement of resignation, the Lieutenant Governor shall mail a copy to the designated office and another copy to the limited liability company at its principal office. (c) An agency is terminated on the 31st day after the statement is filed in the office of the Lieutenant Governor. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) An agent for service of process appointed by a limited liability company or a foreign limited liability company is an agent of the company for service of any process, notice, or demand required or permitted by law to be served upon the company. (b) If a limited liability company or foreign limited liability company fails to appoint or maintain an agent for service of process within the Virgin Islands or the agent for service of process cannot with reasonable diligence be found at the agent's address, the Lieutenant Governor shall be deemed an agent of the company upon whom process, notice, or demand may be served. (c) Service of any process, notice, or demand on the Lieutenant Governor may be made by delivering to and leaving with the Lieutenant Governor, the Director of the Corporate and Tradename Division within the office of the Lieutenant Governor, or any clerk having charge of the limited liability companies within the office of the Lieutenant Governor, duplicate copies of the process, notice, or demand. If the process, notice, or demand is served within the office of the Lieutenant Governor, the Lieutenant Governor shall forward one of the copies by registered or certified mail, return receipt requested, to the company at its designated office. Service is effected under this subsection at the earliest of: (1) the date the company receives the process, notice, or demand; (2) the date shown on the return receipt, if signed on behalf of the company; or (3) five days after its deposit in the mail, if mailed postpaid and correctly addressed. (d) The office of the Lieutenant Governor shall keep a record of all processes, notices, and demands served pursuant to this section and record the time of and the action taken regarding the service. (e) This section does not affect the right to serve process, notice, or demand in any manner otherwise provided by law. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A limited liability company may be organized under this chapter for any lawful purpose, subject to any law of the Virgin Islands governing or regulating business. (b) Unless its articles of organization provide otherwise, a limited liability company has the same powers as an individual to do all things necessary or convenient to carry on its business or affairs, including power to: (1) sue and be sued, and defend in its name; (2) purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with real or personal property, or any legal or equitable interest in property, wherever located; (3) sell, convey, mortgage, grant a security interest in, lease, exchange, and otherwise encumber or dispose of all or any part of its property; (4) purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, grant a security interest in, or otherwise dispose of and deal in and with, shares or other interests in or obligations of any other entity; (5) make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the limited liability company, and secure any of its obligations by a mortgage on or a security interest in any of its property, franchises, or income; (6) lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment; (7) be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity; (8) conduct its business, locate offices, and exercise the powers granted by this chapter within or without the Virgin Islands; (9) elect managers and appoint officers, employees, and agents of the limited liability company, define their duties, fix their compensation, and lend them money and credit; (10) pay pensions and establish pension plans, pension trusts, profit sharing plans, bonus plans, option plans, and benefit or incentive plans for any or all of its current or former members, managers, officers, employees, and agents; (11) make donations for the public welfare or for charitable, scientific, or educational purposes; and (12) make payments or donations, or do any other act, not inconsistent with law, that furthers the business of the limited liability company. (c) A limited liability company organized and existing under this chapter may conduct its business, carry on its operations and have and exercise the powers granted by this chapter in any state or foreign jurisdiction. (d) It is the intention of the Legislature by enactment of this chapter that the legal existence of limited liability companies formed under this chapter be recognized beyond the limits of this Territory and that, subject to any reasonable registration requirements, any such limited liability company transacting business outside the Territory be granted the protection of full faith and credit under Section 1 of Article IV of the United States Constitution. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

A limited liability company is a legal entity distinct from its members. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the office of the Lieutenant Governor for filing. (b) Unless a delayed effective date is specified, the existence of a limited liability company begins when the articles of organization are filed. (c) The filing of the articles of organization with the office of the Lieutenant Governor is conclusive proof that the organizers satisfied all conditions precedent to the creation of a limited liability company. (d) Original articles of organization may contain the election of a limited liability company to be treated as an exempt company pursuant to section 853 of this Title, but no such election may be made by amending articles of organization. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) Articles of organization of a limited liability company must set forth: (1) the name of the company; (2) the physical and mailing addresses of the initial designated office; (3) the name and physical address of the initial agent for service of process; (4) the name and physical address of each organizer; (5) the minimum amount of capital with which the company will commence business, which shall not be less than $1,000; (6) whether the company is to be a term company and, if so, the term specified; (7) whether the company is to be manager-managed, and, if so, the name, physical and mailing address of each initial manager; and (8) whether one or more of the members of the company are to be liable for its debts and obligations under section 1303, subsection (c) of this chapter. (b) Articles of organization of a limited liability company may set forth: (1) provisions permitted to be set forth in an operating agreement; or (2) other matters not inconsistent with law. (c) Articles of organization of a limited liability company may not vary the nonwaivable provisions of section 1104, subsection (b) of this chapter. As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization: (1) the operating agreement controls as to managers, members, and members transferees; and (2) the articles of organization control as to persons, other than managers, members and their transferees, who reasonably rely on the articles to their detriment. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) Articles of organization of a limited liability company may be amended at any time by delivering articles of amendment to the office of the Lieutenant Governor for filing. The articles of amendment shall set forth the: (1) name of the limited liability company; (2) date of filing of the articles of organization; and (3) amendment to the articles. (b) A limited liability company may restate its articles of organization at any time. Restated articles of organization must be signed and filed in the same manner as articles of amendment. Restated articles of organization must be designated as such in the heading and state in the heading or in an introductory paragraph the limited liability company's present name and, if it has been changed, all of its former names and the date of the filing of its initial articles of organization. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) Except as otherwise provided in this chapter, a record to be filed by or on behalf of a limited liability company in the office of the Lieutenant Governor must be signed in the name of the company by a: (1) manager of a manager-managed company; (2) member of a member-managed company; (3) person organizing the company, if the company has not been formed; or (4) fiduciary, if the company is in the hands of a receiver, trustee, or other court-appointed fiduciary. (b) A record signed under subsection (a) of this section must state adjacent to the signature the name and capacity of the signer. (c) Any person may sign a record to be filed under subsection (a) of this section by an attorney-in-fact. Powers of attorney relating to the signing of records to be filed under subsection (a) of this section by an attorney in fact need not be filed in the office of the Lieutenant Governor as evidence of authority by the person filing, but must be retained by the company. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) Articles of organization or any other record authorized to be filed under this chapter must be in a medium permitted by the office of the Lieutenant Governor and must be delivered to the office of the Lieutenant Governor. Unless the Lieutenant Governor determines that a record fails to comply as to form with the filing requirements of this chapter, and if all filing fees have been paid, the office of the Lieutenant Governor shall file the record and send a receipt for the record and the fees to the limited liability company or its representative. (b) Upon request and payment of a fee, the office of the Lieutenant Governor shall send to the requester a certified copy of the requested record. (c) Except as otherwise provided in subsection (d) of this section and section 1207, subsection (c) of this chapter, a record accepted for filing by the Lieutenant Governor is effective: (1) at the time of filing on the date it is filed, as evidenced by the office of Lieutenant Governor's date and time endorsement on the original record; or (2) at the time specified in the record as its effective time on the date it is filed. (d) A record may specify a delayed effective time and date, and if it does so the record becomes effective at the time and date specified. If a delayed effective date, but no time is specified, the record is effective at the close of business on that date. If a delayed effective date is later than the 90th day after the record is filed, the record is effective on the 90th day. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A limited liability company or foreign limited liability company may correct a record filed with the office of the Lieutenant Governor if the record contains a false or erroneous statement or was defectively signed. (b) A record is corrected: (1) by preparing articles of correction that: (i) describe the record, including its filing date, or attach a copy of it to the articles of correction; (ii) specify the incorrect statement and the reason it is incorrect or the manner in which the signing was defective; and (iii) correct the incorrect statement or defective signing; and (2) by delivering the corrected record to the office of the Lieutenant Governor for filing. (c) Articles of correction are effective retroactively on the effective date of the record they correct, except as to persons relying on the uncorrected record and adversely affected by the correction. As to those persons, articles of correction are effective when filed. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A person may request the office of the Lieutenant Governor to furnish a certificate of existence for a limited liability company or a certificate of authorization for a foreign limited liability company. (b) A certificate of existence for a limited liability company must set forth: (1) the company's name; (2) that it is duly organized under the laws of the Virgin Islands, the date of organization, whether its duration is at-will or for a specified term, and, if the latter, the period specified; (3) if payment is reflected in the records of the Lieutenant Governor and if nonpayment affects the existence of the company, that all fees, taxes, and penalties owed to the Virgin Islands have been paid; (4) whether its most recent annual report required by section 1211 has been filed with the office of the Lieutenant Governor; (5) that articles of termination have not been filed; and (6) other facts of record in the office of the Lieutenant Governor which may be requested by the applicant. (c) A certificate of authorization for a foreign limited liability company must set forth: (1) the company's name used in the Virgin Islands; (2) that it is authorized to transact business in the Virgin Islands; (3) if payment is reflected in the records of the office of the Lieutenant Governor and if nonpayment affects the authorization of the company, that all fees, taxes, and penalties owed to the Government of the Virgin Islands have been paid; (4) whether its most recent annual report required by section 1211 of this chapter has been filed with the office of the Lieutenant Governor; (5) that a certificate of cancellation has not been filed; and (6) other facts of record in the office of the Lieutenant Governor which may be requested by the applicant. (d) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the office of the Lieutenant Governor may be relied upon as conclusive evidence that the domestic or foreign limited liability company is in existence or is authorized to transact business in the Virgin Islands. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

If a record authorized or required to be filed under this chapter contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from a person who signed the record or caused another to sign it on the person's behalf and knew the statement to be false at the time the record was signed. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

If a person required by section 1205 of this chapter to sign any record fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the Superior Court of the Virgin Islands to direct the signing of the record. If the Superior Court finds that it is proper for the record to be signed and that a person so designated has failed or refused to sign the record, it shall order the Lieutenant Governor to sign and file an appropriate record. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A limited liability company, and a foreign limited liability company authorized to transact business in the Virgin Islands, shall deliver to the office of the Lieutenant Governor for filing an annual report that sets forth: (1) the name of the company and the state or country under whose law it is organized; (2) the mailing and physical address of its designated office and the name and physical address of its agent for service of process in the Virgin Islands; (3) the mailing and physical address of its principal office; and (4) the names and business addresses of any managers. (b) Information in an annual report must be current as of the date the annual report is signed on behalf of the limited liability company. (c) The first annual report must be delivered to the Lieutenant Governor on or before June 30 of the year following the calendar year in which a limited liability company was organized or a foreign company was authorized to transact business. Subsequent annual reports must be delivered to the Lieutenant Governor on or before June 30 of the ensuing calendar years. (d) If an annual report does not contain the information required in subsection (a) of this section, the office of the Lieutenant Governor shall promptly notify the reporting limited liability company or foreign limited liability company and return the report to it for correction. If the report is corrected to contain the information required in subsection (a) of this section and delivered to the office of the Lieutenant Governor within 30 days after the effective date of the notice, it is timely filed. (e) The fee for filing an annual report as set forth in subsection (a) shall be computed by assessing $1.50 for each thousand dollars of capital used in conducting business in the Virgin Islands; provided, however, that the minimum fee shall be $300.00. Any limited liability company, or foreign limited liability company, which fails to file the mandatory annual report or pay the required filing fee shall be liable for a penalty of 20 percent of the fee or $50, whichever is greater, and interest at 1.5 percent, compounded annually for each month or part thereof that the fee remains unpaid, payable to the Office of the Lieutenant Governor. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) Subject to subsections (b) and (c) of this section: (1) Each member is an agent of the limited liability company for the purpose of its business, and an act of a member, including the signing of an instrument in the company's name, for apparently carrying on in the ordinary course the company's business or business of the kind carried on by the company binds the company, unless the member had no authority to act for the company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority. (2) An act of a member which is not apparently for carrying on in the ordinary course the company's business or business of the kind carried on by the company binds the company only if the act was authorized by the other members. (b) Subject to subsection (c) of this section, in a manager-managed company: (1) A member is not an agent of the company for the purpose of its business solely by reason of being a member. Each manager is an agent of the company for the purpose of its business, and an act of a manager, including the signing of an instrument in the company's name, for apparently carrying on in the ordinary course the company's business or business of the kind carried on by the company binds the company, unless the manager had no authority to act for the company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authority. (2) An act of a manager which is not apparently for carrying on in the ordinary course the company's business or business of the kind carried on by the company binds the company only if the act was authorized under section 1404 of this chapter. (c) Unless the articles of organization limit their authority, any member of a member-managed company or manager of a manager-managed company may sign and deliver any instrument transferring or affecting the company's interest in real property. The instrument is conclusive in favor of a person who gives value without knowledge of the lack of the authority of the person signing and delivering the instrument. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

Actionable Conduct A limited liability company is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a member or manager acting in the ordinary course of business of the company or with authority of the company. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) Except as otherwise provided in subsection (c) of this section, the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the company. A member or manager is not personally liable for a debt, obligation, or liability of the company solely by reason of being or acting as a member or manager. (b) The failure of a limited liability company to observe the usual company formalities or requirements relating to the exercise of its company powers or management of its business is not a ground for imposing personal liability on the members or managers for liabilities of the company. (c) All or specified members of a limited liability company are liable in their capacity as members for all or specified debts, obligations, or liabilities of the company if: (1) a provision to that effect is contained in the articles of organization; and (2) a member so liable has consented in writing to the adoption of the provision or to be bound by the provision. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

A contribution of a member of a limited liability company may consist of tangible or intangible property or other benefit to the company, including money, promissory notes, services performed, or other agreements to contribute cash or property, or contracts for services to be performed. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A member's obligation to contribute money, property, or other benefit to, or to perform services for, a limited liability company is not excused by the member's death, disability, or other inability to perform personally. If a member does not make the required contribution of property or services, the member is obligated at the option of the company to contribute money equal to the value of that portion of the stated contribution which has not been made. (b) A creditor of a limited liability company who extends credit or otherwise acts in reliance on an obligation described in subsection (a) of this section, and without notice of any compromise under section 1404, subsection (c), item (5) of this chapter, may enforce the original obligation. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

Reimbursement (a) A limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property. (b) A limited liability company shall reimburse a member for an advance to the company beyond the amount of contribution the member agreed to make. (c) A payment or advance made by a member which gives rise to an obligation of a limited liability company under subsection (a) or (b) of this section constitutes a loan to the company upon which interest accrues from the date of the payment or advance. (d) A member is not entitled to remuneration for services performed for a limited liability company, except for reasonable compensation for services rendered in winding up the business of the company. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) In a member-managed company: (1) each member has equal rights in the management and conduct of the company's business; and (2) except as otherwise provided in subsection (c) of this section, any matter relating to the business of the company may be decided by a majority of the members. (b) In a manager-managed company: (1) each manager has equal rights in the management and conduct of the company's business; (2) except as otherwise provided in subsection (c) of this section, any matter relating to the business of the company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers; and (3) a manager: (i) must be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of a majority of the members; and (ii) holds office until a successor has been elected and qualified, unless the manager sooner resigns or is removed. (c) The only matters of a member or manager-managed company's business requiring the consent of all of the members are: (1) the amendment of the operating agreement under section 1104 of this chapter; (2) the authorization or ratification of acts or transactions under section 1104, subsection (b), item (2), subitem (ii) of this chapter which would otherwise violate the duty of loyalty; (3) an amendment to the articles of organization under section 1204 of this chapter; (4) the compromise of an obligation to make a contribution under section 1402, subsection (b) of this chapter; (5) the compromise, as among members, of an obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter; (6) the making of interim distributions under section 1405, subsection (a) of this chapter, including the redemption of an interest; (7) the admission of a new member; (8) the use of the company's property to redeem an interest subject to a charging order; (9) the consent to dissolve the company under section 1801, subsection (b), item (2) of this chapter; (10) a waiver of the right to have the company's business wound up and the company terminated under section 1802, subsection (b) of this chapter; (11) the consent of members to merge with another entity under section 1904, subsection (c), item (1) of this chapter; and (12) the sale, lease, exchange, or other disposal of all, or substantially all, of the company's property with or without goodwill. (d) Action requiring the consent of members or managers under this chapter may be taken without a meeting. (e) A member or manager may appoint a proxy to vote or otherwise act for the member or manager by signing an appointment instrument, either personally or by the member's or manager's attorney-in-fact. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares. (b) A member has no right to receive, and may not be required to accept, a distribution in kind. (c) If a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A distribution may not be made if: (1) the limited liability company would not be able to pay its debts as they become due in the ordinary course of business; or (2) the company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those receiving the distribution. (b) A limited liability company may base a determination that a distribution is not prohibited under subsection (a) of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances. (c) Except as otherwise provided in subsection (e) of this section, the effect of a distribution under subsection (a) of this section is measured: (1) in the case of distribution by purchase, redemption, or other acquisition of a distributional interest in a limited liability company, as of the date money or other property is transferred or debt incurred by the company; and (2) in all other cases, as of the date the: (i) distribution is authorized if the payment occurs within 120 days after the date of authorization; or (ii) payment is made if it occurs more than 120 days after the date of authorization. (d) A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors. (e) Indebtedness of a limited liability company, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of determinations under subsection (a) of this section if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to members could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A member of a member-managed company or a member or manager of a manager-managed company who votes for or assents to a distribution made in violation of section 1406 of this chapter, the articles of organization, or the operating agreement is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without violating section 1406 of this chapter, the articles of organization, or the operating agreement if it is established that the member or manager did not perform the member's or manager's duties in compliance with section 1409 of this chapter. (b) A member of a manager-managed company who knew a distribution was made in violation of section 1406 of this chapter, the articles of organization, or the operating agreement is personally liable to the company, but only to the extent that the distribution received by the member exceeded the amount that could have been properly paid under section 1406 of this chapter. (c) A member or manager against whom an action is brought under this section may implead in the action all: (1) other members or managers who voted for or assented to the distribution in violation of subsection (a) of this section and may compel contribution from them; and (2) members who received a distribution in violation of subsection (b) of this section and may compel contribution from the member in the amount received in violation of subsection (b) of this section. (d) A proceeding under this section is barred unless it is commenced within two years after the distribution. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A limited liability company shall provide members and their agents and attorneys access to its records, if any, at the company's principal office or other reasonable locations specified in the operating agreement. The company shall provide former members and their agents and attorneys access for proper purposes to records pertaining to the period during which they were members. The right of access provides the opportunity to inspect and copy records during ordinary business hours. The company may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished. (b) A limited liability company shall furnish to a member, and to the legal representative of a deceased member or member under legal disability: (1) without demand, information concerning the company's business or affairs reasonably required for the proper exercise of the member's rights and performance of the member's duties under the operating agreement or this chapter; and (2) on demand, other information concerning the company's business or affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. (c) A member has the right upon written demand given to the limited liability company to obtain at the company's expense a copy of any written operating agreement. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) The only fiduciary duties a member owes to a member-managed company and its other members are the duty of loyalty and the duty of care imposed by subsections (b) and (c) of this section. (b) A member's duty of loyalty to a member-managed company and its other members is limited to the following: (1) to account to the company and to hold as trustee for it any property, profit, or benefit derived by the member in the conduct or winding up of the company's business or derived from a use by the member of the company's property, including the appropriation of a company's opportunity; (2) to refrain from dealing with the company in the conduct or winding up of the company's business as or on behalf of a party having an interest adverse to the company; and (3) to refrain from competing with the company in the conduct of the company's business before the dissolution of the company. (c) A member's duty of care to a member-managed company and its other members in the conduct of and winding up of the company's business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. (d) A member shall discharge the duties to a member-managed company and its other members under this chapter or under the operating agreement and exercise any rights consistently with the obligation of good faith and fair dealing. (e) A member of a member-managed company does not violate a duty or obligation under this chapter or under the operating agreement merely because the member's conduct furthers the member's own interest. (f) A member of a member-managed company may lend money to and transact other business with the company. As to each loan or transaction, the rights and obligations of the member are the same as those of a person who is not a member, subject to other applicable law. (g) This section applies to a person winding up the limited liability company's business as the personal or legal representative of the last surviving member as if the person were a member. (h) In a manager-managed company: (1) a member who is not also a manager owes no duties to the company or to the other members solely by reason of being a member; (2) a manager is held to the same standards of conduct prescribed for members in subsections (b) through (f) of this section; (3) a member who pursuant to the operating agreement exercises some or all of the rights of a manager in the management and conduct of the company's business is held to the standards of conduct in subsections (b) through (f) of this section to the extent that the member exercises the managerial authority vested in a manager by this chapter; and (4) a manager is relieved of liability imposed by law for violation of the standards prescribed by subsections (b) through (f) of this section to the extent of the managerial authority delegated to the members by the operating agreement. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A member may maintain an action against a limited liability company or another member for legal or equitable relief, with or without an accounting as to the company's business, to enforce: (1) the member's rights under the operating agreement; (2) the member's rights under this chapter; and (3) the rights and otherwise protect the interests of the member, including rights and interests arising independently of the member's relationship to the company. (b) The accrual, and any time limited for the assertion, of a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

Term (a) If a term company is continued after the expiration of the specified term, the rights and duties of the members and managers remain the same as they were at the expiration of the term except to the extent inconsistent with rights and duties of members and managers of an at-will company. (b) If the members in a member-managed company or the managers in a manager-managed company continue the business without any winding up of the business of the company, it continues as an at-will company. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A member is not a co-owner of, and has no transferable interest in, property of a limited liability company. (b) A distributional interest in a limited liability company is personal property and, subject to sections 1502 and 1503 of this chapter, may be transferred in whole or in part. (c) An operating agreement may provide that a distributional interest may be evidenced by a certificate of the interest issued by the limited liability company and, subject to section 1503 of this chapter, may also provide for the transfer of any interest represented by the certificate. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

A transfer of a distributional interest does not entitle the transferee to become or to exercise any rights of a member. A transfer entitles the transferee to receive, to the extent transferred, only the distributions to which the transferor would be entitled. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A transferee of a distributional interest may become a member of a limited liability company if and to the extent that the transferor gives the transferee the right in accordance with authority described in the operating agreement or all other members consent. (b) A transferee who has become a member, to the extent transferred, has the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement of a limited liability company and this chapter. A transferee who becomes a member also is liable for the transferor member's obligations to make contributions under section 1402 of this chapter and for obligations under section 1407 of this chapter to return unlawful distributions, but the transferee is not obligated for the transferor member's liabilities unknown to the transferee at the time the transferee becomes a member. (c) Whether or not a transferee of a distributional interest becomes a member under subsection (a) of this section, the transferor is not released from liability to the limited liability company under the operating agreement or this chapter. (d) A transferee who does not become a member is not entitled to participate in the management or conduct of the limited liability company's business, require access to information concerning the company's transactions, or inspect or copy any of the company's records. (e) A transferee who does not become a member is entitled to: (1) receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; (2) receive, upon dissolution and winding up of the limited liability company's business: (i) in accordance with the transfer, the net amount otherwise distributable to the transferor; (ii) a statement of account only from the date of the latest statement of account agreed to by all the members; (3) seek under section 1801, item (5) of this chapter a judicial determination that it is equitable to dissolve and wind up the company's business. (f) A limited liability company need not give effect to a transfer until it has notice of the transfer. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) On application by a judgment creditor of a member of a limited liability company or of a member's transferee, a court having jurisdiction may charge the distributional interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances may require to give effect to the charging order. (b) A charging order constitutes a lien on the judgment debtor's distributional interest. The court may order a foreclosure of a lien on a distributional interest subject to the charging order at any time. A purchaser at the foreclosure sale has the rights of a transferee. (c) At any time before foreclosure, a distributional interest in a limited liability company which is charged may be redeemed: (1) by the judgment debtor; (2) with property other than the company's property, by one or more of the other members; or (3) with the company's property, but only if permitted by the operating agreement. (d) This chapter does not affect a member's right under exemption laws with respect to the member's distributional interest in a limited liability company. (e) This section provides the exclusive remedy by which a judgment creditor of a member or a transferee may satisfy a judgment out of the judgment debtor's distributional interest in a limited liability company. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

A member is dissociated from a limited liability company upon the occurrence of any of the following events: (1) the company's having notice of the member's express will to withdraw upon the date of notice or on a later date specified by the member; (2) an event agreed to in the operating agreement as causing the member's dissociation; (3) upon transfer of all of a member's distributional interest, other than a transfer for security purposes or a court order charging the member's distributional interest which has not been foreclosed; (4) the member's expulsion pursuant to the operating agreement; (5) the member's expulsion by unanimous vote of the other members if: (i) it is unlawful to carry on the company's business with the member; (ii) there has been a transfer of substantially all of the member's distributional interest, other than a transfer for security purposes or a court order charging the member's distributional interest which has not been foreclosed; (iii) within 90 days after the company notifies a corporate member that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, the member fails to obtain a revocation of the certificate of dissolution or a reinstatement of its charter or its right to conduct business; or (iv) a partnership or a limited liability company that is a member has been dissolved and its business is being wound up; (6) on application by the company or another member, the member's expulsion by judicial determination because the member: (i) engaged in wrongful conduct that adversely and materially affected the company's business; (ii) willfully or persistently committed a material breach of the operating agreement or of a duty owed to the company or the other members under section 1409 of this chapter; or (iii) engaged in conduct relating to the company's business which makes it not reasonably practicable to carry on the business with the member; (7) the member's: (i) becoming a debtor in bankruptcy; (ii) executing an assignment for the benefit of creditors; (iii) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member's property; or (iv) failing, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member's property obtained without the member's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated; (8) in the case of a member who is an individual: (i) the member's death; (ii) the appointment of a guardian or general conservator for the member; or (iii) a judicial determination that the member has otherwise become incapable of performing the member's duties under the operating agreement; (9) in the case of a member that is a trust or is acting as a member by virtue of being a trustee of a trust, distribution of the trust's entire rights to receive distributions from the company, but not merely by reason of the substitution of a successor trustee; (10) in the case of a member that is an estate or is acting as a member by virtue of being a personal representative of an estate, distribution of the estate's entire rights to receive distributions from the company, but not merely the substitution of a successor personal representative; or (11) termination of the existence of a member if the member is not an individual, estate, or trust other than a business trust. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) Unless otherwise provided in the operating agreement, a member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, by express will pursuant to section 1601, item (1) of this chapter. (b) If the operating agreement has not eliminated a member's power to dissociate, the member's dissociation from a limited liability company is wrongful only if: (1) it is in breach of an express provision of the agreement; or (2) before the expiration of the specified term of a term company: (i) the member withdraws by express will; (ii) the member is expelled by judicial determination under section 1601, item (6) of this chapter; (iii) the member is dissociated by becoming a debtor in bankruptcy; or (iv) in the case of a member who is not an individual, trust other than a business trust, or estate, the member is expelled or otherwise dissociated because it willfully dissolved or terminated its existence. (c) A member who wrongfully dissociates from a limited liability company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members. (d) If a limited liability company does not dissolve and wind up its business as a result of a member's wrongful dissociation under subsection (b) of this section, damages sustained by the company for the wrongful dissociation must be offset against distributions otherwise due the member after the dissociation. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) Upon a member's dissociation: (1) in an at-will company, the company must cause the dissociated member's distributional interest to be purchased under subchapter VII of this chapter; and (2) in a term company: (i) if the company dissolves and winds up its business on or before the expiration of its specified term, subchapter VIII of this chapter applies to determine the dissociated member's rights to distributions; and (ii) if the company does not dissolve and wind up its business on or before the expiration of its specified term, the company must cause the dissociated member's distributional interest to be purchased under subchapter VII of this chapter on the date of the expiration of the term specified at the time of the member's dissociation. (b) Upon a member's dissociation from a limited liability company: (1) the member's right to participate in the management and conduct of the company's business terminates, except as otherwise provided in section 1803 of this chapter, and the member ceases to be a member and is treated the same as a transferee of a member; (2) the member's duty of loyalty under section 1409, subsection (b), item (3) of this chapter terminates; and (3) the member's duty of loyalty under section 1409, subsection (b), items (1) and (2) of this chapter and duty of care under section 1409, subsection (c) of this chapter continue only with regard to matters arising and events occurring before the member's dissociation, unless the member participates in winding up the company's business pursuant to section 1803 of this chapter. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A limited liability company shall purchase a distributional interest of a: (1) member of an at-will company for its fair value determined as of the date of the member's dissociation if the member's dissociation does not result in a dissolution and winding up of the company's business under section 1801 of this chapter; or (2) member of a term company for its fair value determined as of the date of the expiration of the specified term that existed on the date of the member's dissociation if the expiration of the specified term does not result in a dissolution and winding up of the company's business under section 1801 of this chapter. (b) A limited liability company must deliver a purchase offer to the dissociated member whose distributional interest is entitled to be purchased not later than 30 days after the date determined under subsection (a) of this section. The purchase offer must be accompanied by: (1) a statement of the company's assets and liabilities as of the date determined under subsection (a) of this section; (2) the latest available balance sheet and income statement, if any; and (3) an explanation of how the estimated amount of the payment was calculated. (c) If the price and other terms of a purchase of a distributional interest are fixed or are to be determined by the operating agreement, the price and terms so fixed or determined govern the purchase unless the purchaser defaults. If a default occurs, the dissociated member is entitled to commence a proceeding to have the company dissolved under section 1801, item (4), subitem (iv) of this chapter. (d) If an agreement to purchase the distributional interest is not made within 120 days after the date determined under subsection (a) of this section, the dissociated member, within another 120 days, may commence a proceeding against the limited liability company to enforce the purchase. The company at its expense shall notify in writing all of the remaining members, and any other person the court directs, of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced under this subsection is plenary and exclusive. (e) The court shall determine the fair value of the distributional interest in accordance with the standards set forth in section 1702 of this chapter, together with the terms for the purchase. Upon making these determinations, the court shall order the limited liability company to purchase or cause the purchase of the interest. (f) Damages for wrongful dissociation under section 1602, subsection (b) of this chapter, and all other amounts owing, whether or not currently due, from the dissociated member to a limited liability company, must be offset against the purchase price. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) In an action brought to determine the fair value of a distributional interest in a limited liability company, the court shall: (1) determine the fair value of the interest, considering among other relevant evidence the going concern value of the company, any agreement among some or all of the members fixing the price or specifying a formula for determining value of distributional interests for any other purpose, the recommendations of any appraiser appointed by the court, and any legal constraints on the company's ability to purchase the interest; (2) specify the terms of the purchase, including, if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the company's other creditors, security for a deferred purchase price, and a covenant not to compete or other restriction on a dissociated member; and (3) require the dissociated member to deliver an assignment of the interest to the purchaser upon receipt of the purchase price or the first installment of the purchase price. (b) After the dissociated member delivers the assignment, the dissociated member has no further claim against the company, its members, officers, or managers, if any, other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the company or the remaining members that is not terminated by the court. (c) If the purchase is not completed in accordance with the specified terms, the company is to be dissolved upon application under section 1801, subsection (b), item (5), subitem (iv) of this chapter. If a limited liability company is so dissolved, the dissociated member has the same rights and priorities in the company's assets as if the sale had not been ordered. (d) If the court finds that a party to the proceeding acted arbitrarily, vexatiously, or not in good faith, it may award one or more other parties their reasonable expenses, including attorney's fees and the expenses of appraisers or other experts, incurred in the proceeding. The finding may be based on the company's failure to make an offer to pay or to comply with section 1701, subsection (b) of this chapter. (e) Interest must be paid on the amount awarded from the date determined under section 1701, subsection (a) of this chapter to the date of payment. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

For two years after a member dissociates without the dissociation resulting in a dissolution and winding up of a limited liability company's business, the company, including a surviving company under subchapter IX of this chapter, is bound by an act of the dissociated member which would have bound the company under section 1301 of this chapter before dissociation only if at the time of entering into the transaction the other party: (1) reasonably believed that the dissociated member was then a member; (2) did not have notice of the member's dissociation; and (3) is not deemed to have had notice under section 1704 of this chapter. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A dissociated member or a limited liability company may file in the office of the Lieutenant Governor a statement of dissociation stating the name of the company and that the member is dissociated from the company. (b) For the purposes of sections 1301 and 1703 of this chapter, a person not a member is deemed to have notice of the dissociation 90 days after the statement of dissociation is filed. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

Business A limited liability company is dissolved, and its business must be wound up, upon the occurrence of any of the following events: (1) an event specified in the operating agreement; (2) consent of the number or percentage of members specified in the operating agreement; (3) an event that makes it unlawful for all or substantially all of the business of the company to be continued, but any cure of illegality within 90 days after notice to the company of the event is effective retroactively to the date of the event for purposes of this section; (4) on application by a member or a dissociated member, upon entry of a judicial decree that: (i) the economic purpose of the company is likely to be unreasonably frustrated; (ii) another member has engaged in conduct relating to the company's business that makes it not reasonably practicable to carry on the company's business with that member; (iii) it is not otherwise reasonably practicable to carry on the company's business in conformity with the articles of organization and the operating agreement; (iv) the company failed to purchase the petitioner's distributional interest as required by section 1701 of this chapter; or (v) the managers or members in control of the company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner; or (5) on application by a transferee of a member's interest, a judicial determination that it is equitable to wind up the company's business: (i) after the expiration of the specified term, if the company was for a specified term at the time the applicant became a transferee by member dissociation, transfer, or entry of a charging order that gave rise to the transfer; or (ii) at any time, if the company was at will at the time the applicant became a transferee by member dissociation, transfer, or entry of a charging order that gave rise to the transfer. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) Subject to subsection (b) of this section, a limited liability company continues after dissolution only for the purpose of winding up its business. (b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. In that case: (1) the limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and (2) the rights of a third party accruing under section 1804, subsection (a) of this chapter or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company's business, but on application of any member, member's legal representative, or transferee, the Superior Court, for good cause shown, may order judicial supervision of the winding up. (b) A legal representative of the last surviving member may wind up a limited liability company's business. (c) A person winding up a limited liability company's business may preserve the company's business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the company's business, dispose of and transfer the company's property, discharge the company's liabilities, distribute the assets of the company pursuant to section 1806 of this chapter, settle disputes by mediation or arbitration, and perform other necessary acts. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

Dissolution (a) A limited liability company is bound by a member's or manager's act after dissolution that: (1) is appropriate for winding up the company's business; or (2) would have bound the company under section 1301 of this chapter before dissolution, if the other party to the transaction did not have notice of the dissolution. (b) A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for winding up the company's business is liable to the company for any damage caused to the company arising from the liability. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) At any time after dissolution and winding up, a limited liability company may terminate its existence by filing with the office of the Lieutenant Governor articles of termination stating: (1) the name of the company; (2) the date of the dissolution; and (3) that the company's business has been wound up and the legal existence of the company has been terminated. (b) The existence of a limited liability company is terminated upon the filing of the articles of termination, or upon a later effective date, if specified in the articles of termination. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

Business (a) In winding up a limited liability company's business, the assets of the company must be applied to discharge its obligations to creditors, including members who are creditors. Any surplus must be applied to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (b) of this section. (b) Each member is entitled to a distribution upon the winding up of the limited liability company's business consisting of a return of all contributions which have not previously been returned and a distribution of any remainder in equal shares. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section. (b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution. The notice must: (1) specify the information required to be included in a claim; (2) provide a mailing address where the claim is to be sent; (3) state the deadline for receipt of the claim, which may not be less than 120 days after the date the written notice is received by the claimant; and (4) state that the claim will be barred if not received by the deadline. (c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) of this section are met, and: (1) the claim is not received by the specified deadline; or (2) in the case of a claim that is timely received but rejected by the dissolved company, the claimant does not commence a proceeding to enforce the claim within 90 days after the receipt of the notice of the rejection. (d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) The notice must: (1) be published at least once in a newspaper of general circulation in the judicial district in which the dissolved limited liability company's principal office is located or, if none in the Virgin Islands, in which its designated office is or was last located; (2) describe the information required to be contained in a claim and provide a mailing address where the claim is to be sent; and (3) state that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice. (c) If a dissolved limited liability company publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved company within five years after the publication date of the notice: (1) a claimant who did not receive written notice under section 1807 of this chapter; (2) a claimant whose claim was timely sent to the dissolved company but not acted on; and (3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (d) A claim not barred under this section may be enforced: (1) against the dissolved limited liability company, to the extent of its undistributed assets; or (2) if the assets have been distributed in liquidation, against a member of the dissolved company to the extent of the member's proportionate share of the claim or the company's assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

The Lieutenant Governor may commence a proceeding to dissolve a limited liability company administratively if the company does not: (1) pay any fees, taxes, or penalties imposed by this chapter or other law within 60 days after they are due; or (2) deliver its annual report to the office of the Lieutenant Governor within 60 days after it is due. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) If the Lieutenant Governor determines that a ground exists for administratively dissolving a limited liability company, the Lieutenant Governor shall enter a record of the determination and serve the company with a copy of the record. (b) If the company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Lieutenant Governor that each ground determined by the Lieutenant Governor does not exist within 60 days after service of the notice, the Lieutenant Governor shall administratively dissolve the company by signing a certification of the dissolution that recites the ground for dissolution and its effective date. The Lieutenant Governor shall file the original of the certificate and serve the company with a copy of the certificate. (c) A company administratively dissolved continues its existence, but may carry on only business necessary to wind up and liquidate its business and affairs under section 1802 of this chapter and to notify claimants under sections 1807 and 1808 of this chapter. (d) The administrative dissolution of a company does not terminate the authority of its agent for service of process. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A limited liability company administratively dissolved may apply to the office of the Lieutenant Governor for reinstatement within two years after the effective date of dissolution. The application must: (1) recite the name of the company and the effective date of its administrative dissolution; (2) state that the ground for dissolution either did not exist or have been eliminated; (3) state that the company's name satisfies the requirements of section 1106 of this chapter; and (4) contain a certificate from the Virgin Islands Bureau of Internal Revenue reciting that all taxes owed by the company have been paid. (b) If the Lieutenant Governor determines that the application contains the information required by subsection (a) of this section and that the information is correct, the Lieutenant Governor shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement, file the original of the certificate, and serve the company with a copy of the certificate. (c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the company may resume its business as if the administrative dissolution had never occurred. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) If the Lieutenant Governor denies a limited liability company's application for reinstatement following administrative dissolution, the Lieutenant Governor shall serve the company with a record that explains the reason or reasons for denial. (b) The company may appeal the denial of reinstatement to the Superior Court within 30 days after service of the notice of denial is perfected. The company appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Lieutenant Governor's certificate of dissolution, the company's application for reinstatement, and the Lieutenant Governor's notice of denial. (c) The court may summarily order the Lieutenant Governor to reinstate the dissolved company or may take other action the court considers appropriate. (d) The court's final decision may be appealed as in other civil proceedings. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

In this subchapter: (1) "Corporation" means a corporation under Title 13, chapter 1, Virgin Islands Code, a predecessor law, or comparable law of another jurisdiction. (2) "General partner" means a partner in a partnership and a general partner in a limited partnership. (3) "Limited partner" means a limited partner in a limited partnership. (4) "Limited partnership" means a limited partnership created pursuant to Title 26, Virgin Islands Code, a predecessor law, or comparable law of another jurisdiction. (5) "Partner" includes a general partner and a limited partner. (6) "Partnership" means a general partnership under Title 26, Virgin Islands Code, a predecessor law, or comparable law of another jurisdiction. (7) "Partnership agreement" means an agreement among the partners concerning the partnership or limited partnership. (8) "Shareholder" means a shareholder in a corporation. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

Liability Company (a) A partnership or limited partnership may be converted to a limited liability company pursuant to this section. (b) The terms and conditions of a conversion of a partnership or limited partnership to a limited liability company must be approved by all of the partners or by a number or percentage of the partners required for conversion in the partnership agreement. (c) An agreement of conversion must set forth the terms and conditions of the conversion of the interests of partners of a partnership or of a limited partnership, as the case may be, into interests in the converted limited liability company or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of the partners, or a combination thereof. (d) After a conversion is approved under subsection (b) of this section, the partnership or limited partnership shall file articles of organization in the office of the Lieutenant Governor which satisfy the requirements of section 1203 of this chapter and contain: (1) a statement that the partnership or limited partnership was converted to a limited liability company from a partnership or limited partnership, as the case may be; (2) its former name; (3) a statement of the number of votes cast by the partners entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under subsection (b) of this section; and (4) in the case of a limited partnership, a statement that the certificate of limited partnership is to be canceled as of the date the conversion took effect. (e) In the case of a limited partnership, the filing of articles of organization under subsection (d) of this section cancels its certificate of limited partnership as of the date the conversion took effect. (f) A conversion takes effect when the articles of organization are filed in the office of the Lieutenant Governor or at any later date specified in the articles of organization. (g) A general partner who becomes a member of a limited liability company as a result of a conversion remains liable as a partner for an obligation incurred by the partnership or limited partnership before the conversion takes effect. (h) A general partner's liability for all obligations of the limited liability company incurred after the conversion takes effect is that of a member of the company. A limited partner who becomes a member as a result of a conversion remains liable only to the extent the limited partner was liable for an obligation incurred by the limited partnership before the conversion takes effect. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A partnership or limited partnership that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) all property owned by the converting partnership or limited partnership vests in the limited liability company; (2) all debts, liabilities, and other obligations of the converting partnership or limited partnership continue as obligations of the limited liability company; (3) an action or proceeding pending by or against the converting partnership or limited partnership may be continued as if the conversion had not occurred; (4) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting partnership or limited partnership vest in the limited liability company; and (5) except as otherwise provided in the agreement of conversion under section 1902, subsection (c) of this chapter, all of the partners of the converting partnership continue as members of the limited liability company. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) Pursuant to a plan of merger approved under subsection (c) of this section, a limited liability company may be merged with or into one or more limited liability companies, foreign limited liability companies, corporations, foreign corporations, partnerships, foreign partnerships, limited partnerships, foreign limited partnerships, or other domestic or foreign entities. (b) A plan of merger must set forth: (1) the name of each entity that is a party to the merger; (2) the name of the surviving entity into which the other entities will merge; (3) the type of organization of the surviving entity; (4) the terms and conditions of the merger; (5) the manner and basis for converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or in part; and (6) the physical address of the surviving entity's principal place of business. (c) A plan of merger must be approved: (1) in the case of a limited liability company that is a party to the merger, by all of the members or by a number or percentage of members specified in the operating agreement; (2) in the case of a foreign limited liability company that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the foreign limited liability company is organized; (3) in the case of a partnership or domestic limited partnership that is a party to the merger, by the vote required for approval of a conversion under section 1902, subsection (b) of this chapter; and (4) in the case of any other entities that are parties to the merger, by the vote required for approval of a merger by the law of the Virgin Islands or of the state or foreign jurisdiction in which the entity is organized and, in the absence of such a requirement, by all the owners of interests in the entity. (d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan. (e) The merger is effective upon the filing of the articles of merger with the office of the Lieutenant Governor, or at such later date as the articles may provide. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) After approval of the plan of merger under section 1904, subsection (c) of this chapter, unless the merger is abandoned under section 1904, subsection (d) of this chapter, articles of merger must be signed on behalf of each limited liability company and other entity that is a party to the merger and delivered to the office of the Lieutenant Governor for filing. The articles must set forth: (1) the name and jurisdiction of formation or organization of each of the limited liability companies and other entities that are parties to the merger; (2) for each limited liability company that is to merge, the date its articles of organization were filed with the Lieutenant Governor; (3) that a plan of merger has been approved and signed by each limited liability company and other entity that is to merge; (4) the name and address of the surviving limited liability company or other surviving entity; (5) the effective date of the merger; (6) if a limited liability company is the surviving entity, such changes in its articles of organization as are necessary by reason of the merger; (7) if a party to a merger is a foreign limited liability company, the jurisdiction and date of filing of its initial articles of organization and the date when its application for authority was filed with the office of the Lieutenant Governor or, if an application has not been filed, a statement to that effect; and (8) if the surviving entity is not a limited liability company, an agreement that the surviving entity may be served with process within the Virgin Islands and is subject to liability in any action or proceeding for the enforcement of any liability or obligation of any limited liability company previously subject to suit within the Virgin Islands which is to merge, and for the enforcement, as provided in this chapter, of the right of members of any limited liability company to receive payment for their interest against the surviving entity. (b) If a foreign limited liability company is the surviving entity of a merger, it may not do business within the Virgin Islands until an application for that authority is filed with the office of the Lieutenant Governor. (c) The surviving limited liability company or other entity shall furnish a copy of the plan of merger, on request and without cost, to any member of any limited liability company or any person holding an interest in any other entity that is to merge. (d) Articles of merger operate as an amendment to the limited liability company's articles of organization. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) When a merger takes effect: (1) the separate existence of each limited liability company and other entity that is a party to the merger, other than the surviving entity, terminates; (2) all property owned by each of the limited liability companies and other entities that are party to the merger vests in the surviving entity; (3) all debts, liabilities, and other obligations of each limited liability company and other entity that is party to the merger become the obligations of the surviving entity; (4) an action or proceeding pending by or against a limited liability company or other party to a merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and (5) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of every limited liability company and other entity that is a party to a merger vest in the surviving entity. (b) The Lieutenant Governor shall be an agent for service of process in an action or proceeding against the surviving foreign entity to enforce an obligation of any party to a merger if the surviving foreign entity fails to appoint or maintain an agent designated for service of process within the Virgin Islands or the agent for service of process cannot with reasonable diligence be found at the designated office. Upon receipt of process, the Lieutenant Governor shall send a copy of the process by registered or certified mail, return receipt requested, to the surviving entity at the address set forth in the articles of merger. Service is effected under this subsection at the earliest of: (1) the date the company receives the process, notice, or demand; (2) the date shown on the return receipt, if signed on behalf of the company; or (3) five days after its deposit in the mail, if mailed postpaid and correctly addressed. (c) A member of the surviving limited liability company is liable for all obligations of a party to the merger for which the member was personally liable before the merger. (d) Unless otherwise agreed, a merger of a limited liability company that is not the surviving entity in the merger does not require the limited liability company to wind up its business under this chapter or pay its liabilities and distribute its assets pursuant to this chapter. (e) Articles of merger serve as articles of dissolution for a limited liability company that is not the surviving entity in the merger. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

This subchapter does not preclude an entity from being converted or merged under other law. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) The laws of the state or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its managers, members, and their transferees. (b) A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the laws of another jurisdiction under which the foreign company is organized and the laws of the Virgin Islands. (c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in the Virgin Islands. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A foreign limited liability company may apply for a certificate of authority to transact business in the Virgin Islands by delivering an application to the office of the Lieutenant Governor for filing. The application must set forth: (1) the name of the foreign company or, if its name is unavailable for use in the Virgin Islands, a name that satisfies the requirements of section 2005 of this chapter; (2) the name of the state or country under whose law it is organized; (3) the physical address of its principal office; (4) the address of its initial designated office in the Virgin Islands; (5) the name and physical address of its initial agent for service of process within the Virgin Islands; (6) the minimum amount of capital with which the company will conduct business in the Virgin Islands, which shall not be less than $1,000; (7) whether the duration of the company is for a specified term and, if so, the period specified; (8) whether the company is manager-managed, and, if so, the name and address of each initial manager; and (9) whether the members of the company are to be liable for its debts and obligations under a provision similar to section 1303, subsection (c) of this chapter. (b) A foreign limited liability company shall deliver with the completed application a certificate of existence or a record of similar import authenticated by the secretary of state or other official having custody of company records in the state or country under whose law it is organized. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) Activities of a foreign limited liability company that do not constitute transacting business in the Virgin Islands within the meaning of this subchapter include: (1) maintaining, defending, or settling an action or proceeding; (2) holding meetings of its members or managers or carrying on any other activity concerning its internal affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange, and registration of the foreign company's own securities or maintaining trustees or depositories with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside the Virgin Islands before they become contracts; (7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired; (9) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of a like manner; and (10) transacting business in interstate commerce. (b) For purposes of this subchapter, the ownership in the Virgin Islands of income-producing real property or tangible personal property, other than property excluded under subsection (a) of this section, constitutes transacting business in the Virgin Islands. (c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to personal jurisdiction, including the jurisdiction of the courts in the Virgin Islands under section 4903 of Title 5, Virgin Islands Code, service of process, taxation, or regulation under any other law of the Virgin Islands. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

Unless the Lieutenant Governor determines that an application for a certificate of authority fails to comply as to form with the filing requirements of this chapter, the office of the Lieutenant Governor, upon payment of all filing fees, shall file the application and send a receipt for it and the fees to the limited liability company or its representative. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) If the name of a foreign limited liability company does not satisfy the requirements of section 1106 of this chapter, the company, to obtain or maintain a certificate of authority to transact business in the Virgin Islands, must use a fictitious name to transact business in the Virgin Islands if its real name is unavailable and it delivers to the office of the Lieutenant Governor for filing a copy of the resolution of its managers, in the case of a manager-managed company, or of its members, in the case of a member-managed company, adopting the fictitious name. (b) Except as authorized by subsections (c) and (d) of this section, the name, including a fictitious name to be used to transact business in the Virgin Islands, of a foreign limited liability company must be distinguishable upon the records of the office of the Lieutenant Governor from: (1) the name of any corporation, limited partnership, or company incorporated, organized, or authorized to transact business in the Virgin Islands; (2) a name reserved or registered under sections 1107 or 1108 of this chapter; and (3) the fictitious name of another foreign limited liability company authorized to transact business in the Virgin Islands. (c) A foreign limited liability company may apply to the office of the Lieutenant Governor for authority to use in the Virgin Islands a name that is not distinguishable upon the records of the office of the Lieutenant Governor from a name described in subsection (b) of this section. The Lieutenant Governor shall authorize use of the name applied for if: (1) the present user, registrant, or owner of a reserved name consents to the use in a record and submits an undertaking in form satisfactory to the Lieutenant Governor to change its name to a name that is distinguishable upon the records of the office of the Lieutenant Governor from the name of the foreign applying limited liability company; or (2) the applicant delivers to the office of the Lieutenant Governor a certified copy of a final judgment of a court establishing the applicant's right to use the name applied for in the Virgin Islands. (d) A foreign limited liability company may use in the Virgin Islands the name, including the fictitious name, of another domestic or foreign entity that is used in the Virgin Islands if the other entity is incorporated, organized, or authorized to transact business in the Virgin Islands and the foreign limited liability company: (1) has merged with the other entity; (2) has been formed by reorganization of the other entity; or (3) has acquired all or substantially all of the assets, including the name, of the other entity. (e) If a foreign limited liability company authorized to transact business in the Virgin Islands changes its name to one that does not satisfy the requirements of section 1106 of this chapter, it may not transact business in the Virgin Islands under the name as changed until it adopts a name satisfying the requirements of section 1106 of this chapter and obtains an amended certificate of authority. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A certificate of authority of a foreign limited liability company to transact business in the Virgin Islands may be revoked by the Lieutenant Governor in the manner provided in subsection (b) of this section if: (1) the company fails to: (i) pay any fees, taxes, and penalties owed to the Government of the Virgin Islands; (ii) deliver its annual report required under section 1211 of this chapter to the office of the Lieutenant Governor within 60 days after it is due; (iii) appoint and maintain an agent for service of process as required by this subchapter; or (iv) file a statement of a change in the name or business address of the agent as required by this subchapter; or (2) a misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the company pursuant to this subchapter. (b) The Lieutenant Governor may not revoke a certificate of authority of a foreign limited liability company unless the Lieutenant Governor sends the company notice of the revocation, at least 60 days before its effective date, by a record addressed to its agent for service of process in the Virgin Islands, or if the company fails to appoint and maintain a proper agent in the Virgin Islands, addressed to the office required to be maintained by section 1109 of this chapter. The notice must specify the cause for the revocation of the certificate of authority. The authority of the company to transact business in the Virgin Islands ceases on the effective date of the revocation unless the foreign limited liability company cures the failure before that date. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

A foreign limited liability company may cancel its authority to transact business in the Virgin Islands by filing in the office of the Lieutenant Governor a certificate of cancellation. Cancellation does not terminate the authority of the Lieutenant Governor to accept service of process on the company for claims for relief arising out of the transactions of business in the Virgin Islands. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) A foreign limited liability company transacting business in the Virgin Islands may not maintain an action or proceeding in the Virgin Islands unless it has a certificate of authority to transact business in the Virgin Islands. (b) The failure of a foreign limited liability company to have a certificate of authority to transact business in the Virgin Islands does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in the Virgin Islands. (c) Limitations on personal liability of managers, members, and their transferees are not waived solely by transacting business in the Virgin Islands without a certificate of authority. (d) If a foreign limited liability company transacts business in the Virgin Islands without a certificate of authority, it appoints the Lieutenant Governor as its agent for service of process for claims for relief arising out of the transaction of business in the Virgin Islands. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

The Attorney General may maintain an action to restrain a foreign limited liability company from transacting business in the Virgin Islands in violation of this subchapter. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

A member of a limited liability company may maintain an action in the right of the company if the members or managers having authority to do so have refused to commence the action or an effort to cause those members or managers to commence the action is not likely to succeed. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

In a derivative action for a limited liability company, the plaintiff must be a member of the company when the action is commenced, and: (1) must have been a member at the time of the transaction of which the plaintiff complains; or (2) the plaintiff's status as a member must have devolved upon the plaintiff by operation of law or pursuant to the terms of the operating agreement from a person who was a member at the time of the transaction. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

In a derivative action for a limited liability company, the complaint must set forth with particularity the effort of the plaintiff to secure initiation of the action by a member or manager or the reasons for not making the effort. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

If a derivative action for a limited liability company is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct the plaintiff to remit to the limited liability company the remainder of the proceeds received. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among jurisdictions enacting it. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

(a) The liability of members, managers, employees and agents of a limited liability company organized under this chapter shall at all times be determined solely and exclusively by this chapter and the laws of the United States Virgin Islands. (b) If a conflict arises between the law of this Territory and the laws of any other jurisdiction with regard to the liability of a member, manager employee or agent of a limited liability company organized and existing under this chapter for the debts, obligations and liabilities of the limited liability company, or for the acts or omissions of another member, manager or employee, or agent of the limited liability company, this chapter and the laws of the United States Virgin Islands shall govern in determining such liability. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.

If any provision of this Chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this Chapter which can be given effect without the invalid provision or application, and to this end the provisions of this Chapter are severable. History: Added Feb. 12, 1998, No. 6204, § 1, Sess. L. 1998, p. 30, eff. May 1, 1998.