COMPILATION OF
U.S. VIRGIN ISLANDS LAWS RELATING TO CORPORATIONS,
EXEMPT COMPANIES, FOREIGN SALES CORPORATIONS
AND CAPTIVE INSURANCE COMPANIES

I. GENERAL CORPORATION LAW

II. FOREIGN SALES CORPORATION LAW

III. EXEMPT COMPANY LAW

IV. INTERNATIONAL INSURERS ACT (CAPTIVE INSURANCE LAW)

V. CORPORATION FRANCHISE TAX LAW

Prepared & compiled by
William L. Blum, Esq.
Attorney & Counselor-at-Law
39 Third Street, Brooklyn, N.Y. 11231
Phone (718) 802-1273 Fax (718) 802-1760
Of Counsel, Grunert Stout & Bruch
24-25 Kongens Gade, Charlotte Amalie
P.O. Box 1030, St. Thomas, V.I. 00804
Phone (809) 774-1320 Fax (809) 774-7839
E-Mail: wblum@solblum.com

February 3, 1996

U.S. VIRGIN ISLANDS GENERAL CORPORATION LAW

VIRGIN ISLANDS CODE
TITLE 13. CORPORATIONS AND ASSOCIATIONS
CHAPTER 1. GENERAL CORPORATION LAW

Subchapter 1. Organization.

§1. Incorporators; purposes.
§2. Articles of incorporation; contents; definition.
§3. Execution and filing of articles of incorporation.
§4. Composite articles of incorporation.
§5. Evidence of existence.
§6. Commencement of corporate existence.
§7. Powers of incorporators; management prior to election of directors.
§8. First meeting.
§9. Bylaws.

Subchapter 2. Powers.

§31. General powers.
§32. Specific powers.
§33. Powers with respect to securities of other corporations.
§34. Banking powers reserved.

Subchapter 3. Principal Office and Resident Agent.

§51. Principal office and resident agent in Virgin Islands.
§52. Change of location of principal office; change of resident agent.
§53. Change of address of resident agent.
§54. Resignation of resident agent coupled with appointment of a successor.
§55. Resignation of resident agent not coupled with appointment of successor.

Subchapter 4. Directors and Officers.

§61. Board of directors; management.
§62. Number of directors.
§63. Term of office; quorum.
§64. Filling vacancies.
§65. Committees; designation; composition; powers.
§66. Classes of directors.
§67. Effect of reliance upon books of account, etc.
§67a. Indemnification of officers, directors, employees and agents; insurance.
§67b. Consent of directors in lieu of meeting.
§68. Place of board meetings.
§69. Officers; selection, term, duties.
§70. Filling vacancies.
§71. Loans to officers and directors; liability of officers.
§72. Liability for false statements as to condition of business.
§73. Duty to maintain business and stock records.
§74. Liability for watered stocks and bonds and loans to stockholders.

Subchapter 5. Stock and Dividends.

§91. Classes and series of stock; rights, etc.
§92. Redeemable stock.
§93. Dividend rights of preferred and special stockholders.
§94. Rights on dissolution of preferred and special stockholders.
§95. Convertible stock.
§96. Statement of special rights, restrictions, etc., on stock certificate.
§97. Issuance of shares with rights, restrictions, etc., not set forth in the articles of incorporation.
§98. Issuance of stock; payment.
§99. No par stock; issuance; price.
§100. Determination of the amount of capital.
§101. Statements of amount of par value and of authorized or issued shares.
§102. Partly paid shares.
§103. Rights and options respecting stock.
§104. Stock certificates.
§105. Shares of stock as personal property; transfer.
§106. Corporation's powers respecting ownership, etc., of its own stock.
§107. Liability of stockholder for stock not paid in full.
§108. Increase of and subscriptions to capital stock.
§109. Limitation on preemptive rights.
§110. Payment for stock; assessments.
§111. Remedies for failure to pay for stock.
§112. Certificate of payment of capital stock.
§113. Lost or destroyed stock certificates; issuance of new certificate.
§114. Dividends; payment; wasting asset corporations.
§115. Reserves.
§116. Liability of directors as to dividends.
§117. Declaration and payment of dividends.
§118. Liability of directors for unlawful dividends; exoneration from liability.

Subchapter 6. Stock Transfers.

§141-162. [Repealed.]

Subchapter 7. Meetings, Elections, Voting, and Notice.

§181. Place of stockholders' and directors' meetings.
§182. Voting rights of stockholders; proxies; limitations.
§183. Closing transfer books or fixing date for determination of stockholders of record.
§184. Cumulative voting.
§185. Quorum.
§186. Voting rights of fiduciaries and pledgors.
§187. Voting trusts.
§188. List of stockholders entitled to vote; penalty for refusal to produce.
§189. Stock ledger; inspection; evidence.
§190. Voting, inspection and other rights of bond and debenture holders.
§191. Election of directors; manner, time, place and notice.
§192. Newly created directorships.
§193. Failure to hold election of directors; proceedings to compel election.
§194. Contested election; proceedings to determine validity.
§195. Equally divided vote; receivership.
§196. Consent of stockholders in lieu of meeting.
§197. Waiver of notice.
§198. Exception as to requirements of notice.

Subchapter 8. Amendments; Changes in Capital and Capital Stock.

§221. Amendment of articles of incorporation before payment of any capital.
§222. Amendment of articles of incorporation after payment of capital.
§223. Redemption, purchase or retirement of preferred or special stock.
§224. Reduction of capital.

Subchapter 9. Merger or Consolidation.

§251. Consolidation or merger of domestic corporations.
§252. Consolidation or merger of domestic and foreign corporations; service of process upon surviving corporation.
§253. Status, rights, liabilities, etc., of constituent and surviving corporations.
§254. Powers of corporations resulting from consolidation or merger; issuance of stock, bonds, etc.
§255. Effect of consolidation or merger on pending actions.
§256. Rights of dissenting stockholders.

Subchapter 10. Sale of Assets; Dissolution.

§281. Sale, lease or exchange of assets; consideration.
§282. Surrender of corporate rights before payment of capital and beginning business.
§283. Dissolution; procedure.
§284. Payment of taxes before dissolution.
§285. Continuation of corporation after dissolution for purposes of actions and winding up affairs.
§286. Directors as trustees of dissolving corporation.
§287. Appointment of trustees by court on creditor's or stockholder's application.
§288. Revocation or forfeiture of articles of incorporation; proceedings.
§289. Filing decree of forfeiture or dissolution.
§290. Wages; preferred liabilities.

Subchapter 11. Renewal, Revival, Extension and Restoration of Articles.

§311. Revocation of voluntary dissolution.
§312. Renewal, revival, extension, etc., of corporate existence.
§313. Status of corporation.

Subchapter 12. Suits Against Corporations, Directors, Officers or Stockholders.

§341. Jurisdiction of District Court of the Virgin Islands.
§342. Institution of actions under section 341.
§343. Failure of corporation to obey court order; appointment of receiver.
§344. Actions against officers, directors or stockholders to enforce liability of corporation; unsatisfied judgment against corporation.
§345. Liabilities of corporations; impairment by certain transactions.
§346. Defective organization as a defense.
§347. Usury as a defense.
§348. Service of process on corporations.

Subchapter 13. Annual Reports To Be Filed by Domestic and Foreign Corporations.

§371. Domestic corporations; annual reports.
§372. Penalties for failure to file report.
§373. Foreign corporations; annual reports.
§374. Penalties; revocation of authorization.
§375. Extensions.

Subchapter 14. Foreign Corporations.

§401. Qualification to do business in the Virgin Islands.
§402. Additional requirements upon amendment of charter, certificate of incorporation, merger, etc.
§403. Exceptions to requirements.
§404. Service of process on foreign corporation.
§405. Change of agent upon whom process may be served.
§406. Violations and penalties.
§407. Withdrawal of foreign corporation; service of process.

Subchapter 15. Fees.

§431. Fees payable upon filing of articles or other papers.
§432. Applicability of subchapter.

Subchapter 16. Miscellaneous Provisions.

§451. Application of chapter.
§452. Rights, liabilities and duties under prior statutes.
§453. Power to amend or repeal reserved; chapter as part of corporation's charter.
§454. Preclearance of documents to be filed.
§455. Telephone information service.

Subchapter 17. Transfer of Domicile of Non-United States and Non-Virgin Islands Corporations.

§471. Transfer of situs and continuation of non-Virgin Islands corporations.
§472. Temporary transfer of domicile into the Virgin Islands.
§473. Transfer of domicile out of the Virgin Islands.

Subchapter 1. Organization

§ 1. Incorporators; purposes

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.

§ 2. Articles of incorporation; contents; definition

(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 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. -

§ 3. Execution and filing of articles of incorporation

(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.

§ 4. Composite articles of incorporation

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.

§ 5. Evidence of existence

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 Virgin Islands.

§ 6. Commencement of corporate existence

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.

§ 7. Powers of incorporators; management prior to election of directors

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.

§ 8. First meeting

(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 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.

§ 9. Bylaws

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.

Subchapter 2. Powers

§ 31. General powers

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.

§ 32. Specific powers

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 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 Virgin Islands, and have one or more offices without the Virgin Islands, and hold, purchase, mortgage and convey real and personal property both within and without the 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.

§ 33. Powers with respect to securities of other corporations

Any corporation organized under the laws of the 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 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.

§ 34. Banking powers reserved

(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 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.

Subchapter 3. Principal Office and Resident Agent

§ 51. Principal office and resident agent in Virgin Islands

Every corporation shall maintain a principal office or place of business in the 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 Virgin Islands on whom service of legal process against the corporation can be made.

§ 52. Change of location of principal office; change of resident agent

The board of directors of any corporation organized under the laws of the Virgin Islands may change the location of the principal office or place of business of the corporation within the Virgin Islands to any other place within the 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.

HISTORY

§ 53. Change of address of resident agent

The location of the office of any resident agent of corporations in any town of the Virgin Islands may be transferred from one address to another in the same town, or in another town in the 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 Virgin Islands, and thereafter or until further change of address, as authorized by law, the principal office in the 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.

§ 54. Resignation of resident agent coupled with appointment of a successor

The resident agent of one or more corporations, organized and operating under the laws of the 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.

§ 55. Resignation of resident agent not coupled with appointment of successor

(a) The resident agent of one or more corporations, organized and existing under the laws of the 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 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.

Subchapter 4. Directors and Officers

§ 61. Board of directors; management

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.

§ 62. Number of directors

The number of directors which shall constitute the whole board shall be such as from time to time shall be fixed by, or in the manner provided in, the articles of incorporation or, pursuant to authority given in the articles of incorporation, in the bylaws, but in no case shall the number be less than three.

§ 63. Term of office; quorum

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.

§ 64. Filling vacancies

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.

§ 65. Committees; designation; composition; powers

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.

§ 66. Classes 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.

§ 67. Effect of reliance upon books of account, etc.

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.

§ 67a. Indemnification of officers, directors, employees and agents; 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.

§ 67b. Consent of directors in lieu of meeting

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.

§ 68. Place of board meetings

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

§ 69. Officers; selection, term, duties

(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.

§ 70. Filling vacancies

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.

§ 71. Loans to officers and directors; liability of officers

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.

§ 72. Liability for false statements as to condition of business

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.

§ 73. Duty to maintain business and stock records

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 Virgin Islands and which shall be open daily to any stockholder for inspection at reasonable times.

§ 74. Liability for watered stocks and bonds and loans to stockholders

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.

Subchapter 5. Stock and Dividends

§ 91. Classes and series of stock; rights, etc.

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.

§ 92. Redeemable 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.

§ 93. Dividend rights of preferred and special stockholders

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.

§ 94. Rights on dissolution of preferred and special stockholders

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.

§ 95. Convertible stock

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.

§ 96. Statement of special rights, restrictions, etc., on stock certificate

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.

§ 97. Issuance of shares with rights, restrictions, etc., not set forth in 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 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.

§ 98. Issuance of stock; payment

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.

§ 99. No par stock; issuance; price

(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.

§ 100. Determination of the amount of capital

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.

§ 101. Statements of amount of par value and of authorized or issued 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.

§ 102. Partly paid shares

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.

§ 103. Rights and options respecting stock

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.

§ 104. Stock certificates

(a) Every holder of stock in a corporation shall be entitled to have a certificate or certificates, signed in the name of the corporation by the president or a vice-president 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. 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.
(b) If the articles of incorporation or bylaws contain any provision or provisions restricting or limiting the transfer of shares of stock of the corporation, such provisions shall be legibly set forth upon any certificate or certificates representing shares of stock whose transferability is restricted or limited by such provision or provisions; and no such provision or provisions shall bind any transferee of any share or shares of stock unless such provision or provisions are so set forth upon the certificate or certificates representing such share or shares.

§ 105. Shares of stock as personal property; transfer

The shares of stock in every corporation shall be deemed personal property and transferable as provided in Article 8 of Title 11A. Whenever any transfer of share shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

§ 106. Corporation's powers respecting ownership, etc., of its own stock

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.

§ 107. Liability of stockholder for stock not paid in full

(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.

§ 108. Increase of and subscriptions to capital stock

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.

§ 109. Limitation on preemptive rights

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.

§ 110. Payment for stock; assessments

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.

§ 111. Remedies for failure to pay for stock

(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 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.

§ 112. Certificate of payment of capital stock

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.

§ 113. Lost or destroyed stock certificates; issuance of new certificate

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.

§ 114. Dividends; payment; wasting asset corporations

(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.

§ 115. Reserves

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.

§ 116. Liability of directors as to dividends

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.

§ 117. Declaration and payment of dividends

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.

§ 118. Liability of directors for unlawful dividends; exoneration from 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 Virgin Islands.

Subchapter 6. Stock Transfers.

[Repealed]

Subchapter 7. Meetings, Elections, Voting, and Notice

§ 181. Place of stockholders' and directors' meetings

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 Virgin Islands, if the bylaws so provide.

§ 182. Voting rights of stockholders; proxies; limitations

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.

§ 183. Closing transfer books or fixing date for determination of 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.

§ 184. Cumulative voting

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.

§ 185. Quorum

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.

§ 186. Voting rights of fiduciaries and pledgors

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.

§ 187. Voting trusts

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 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 Virgin Islands the penalty above provided, and the same, when so recovered shall be paid into the Treasury of the Government of the 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.

§ 188. List of stockholders entitled to vote; penalty for refusal to 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.

§ 189. Stock ledger; inspection; evidence

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 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 Virgin Islands.

§ 190. Voting, inspection and other rights of bond and debenture 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 Virgin Islands or pursuant to the provisions of the articles of incorporation.

§ 191. Election of directors; manner, time, place and notice

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 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 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.

§ 192. Newly created directorships

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 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.

§ 193. Failure to hold election of directors; proceedings to compel 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.

§ 194. Contested election; proceedings to determine validity

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.

§ 195. Equally divided vote; receivership

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.

§ 196. Consent of stockholders in lieu of meeting

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.

§ 197. Waiver of notice

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.

§ 198. Exception as to requirements of notice

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 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.

Subchapter 8. Amendments; Changes in Capital and Capital Stock

§ 221. Amendment of articles of incorporation before payment of any 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.

§ 222. Amendment of articles of incorporation after payment of capital

(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 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.

§ 223. Redemption, purchase or retirement of preferred or special 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 any part of such shares, but in the case of shares subject to redemption, at not exceeding the price at which the same may redeemed; or
(3) at any time or from time to time, by of resolution the board of directors, retire any such shares redeemed or purchased 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 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.

§ 224. Reduction of capital

(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 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 succ