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Saint Vincent and the Grenadines: Country and Foreign Investment

Limited Duration Company

The IBC Act also makes provision for limited duration companies (pass through companies known as limited liability companies in the USA and resembling the German GmbH and Latin American-style “Limitada”) with a single member, and provides for the governance of such entities under private operating agreements as opposed to by-laws.

A company incorporated under the IBC Act may at any time apply to the Registrar to be registered as a limited duration company. The name of the company needs to include at its end "Limited Duration Company” or the abbreviation "LDC”.

The Registrar needs to be provided with a certified copy of a special resolution of the company altering its Articles to limit the duration of the company to a period of 30 years from the date of its incorporation or less.

A limited duration company may by special resolution alter its Articles extending the duration of the company to such period or periods not exceeding in aggregate 100 years from the date of the incorporation of the company.

The Articles or By-Laws of a limited duration company may prohibit the transfer of any share or other interest of a member of the company absolutely, or may provide that the transfer of any share or other interest of a member requires either the unanimous resolution of all the members or a resolution passed by such proportion of the members as the Articles or By-Laws may specify.

The Articles or By-Laws of a limited duration company may provide that a person ceases to be a member of the company upon the happening of any one or more of the events specified in the Articles, and may further provide that the rights of such former members shall be limited to an entitlement to receive such value for their shares in the company as may be determined by the Articles or By-Laws.

 

 

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