Saint Kitts: Types of Company
Private companies may be limited by shares or by guarantee, and are formed under the federal Companies Act 1996. They have the following characteristics:
- There may be from one to 50 shareholders.
- Either registered or bearer shares may be issued. Bearer shares must be deposited with a regulated company in St. Kitts. Nominee shareholder service is available for registered shares. Fractional and treasury shares are permitted, but shares cannot be sold at a discount except for commission payments. Public offers of shares may not be made.
- A private company must have at least one director. Every company must have a secretary and may have one or more assistant secretaries who, or each of whom, may be an individual or a body corporate.
- Every company must hold an annual general meeting unless all the members of a private company agree in writing not to.
- No annual returns required.
- Certain words are prohibited in company names and the company's name must end in "Limited," "corporation" or their abbreviations.
- All companies must have a registered office in the federation to which communications and notices may be addressed; however a registered agent is not required.
- Every company must keep a register of members.
One or more persons associated for a lawful purpose can form a company by subscribing their names to a memorandum of association written in English. Incorporators either adopt model articles or draw up their own articles of association. These documents are submitted to the registrar of companies along with a EC$540 (US$200) registration fee, after which a certificate is issued.
In its memorandum, a company limited by shares must state the maximum number of shares that the company is authorized to issue and the share value, which can be expressed in any currency but may not be printed on share certificates. A company limited by guarantee must state in its memorandum the number of members it proposes to register and the amount of the guarantee expressed in any currency.
Since the doctrine of ultra vires has been abolished, a company has the capacity, rights, powers and privileges of an individual. Perpetuity options are a limited life-span (with the number of years specified) or an unlimited lifespan.