Title 13 — Corporations and Associations
11 chapters · 349 sections in this title.
13 V.I.C. § 52 Change of location of principal office; change of resident agent
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The board of directors of any corporation organized under the laws of the United States Virgin Islands may change the location of the principal office or place of business of the corporation within the United States Virgin Islands to any other place within the United States Virgi…
13 V.I.C. § 53 Change of address of resident agent
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The location of the office of any resident agent of corporations in any town of the United States Virgin Islands may be transferred from one address to another in the same town, or in another town in the United States Virgin Islands, upon the making and executing by such resident…
13 V.I.C. § 54 Resignation of resident agent coupled with appointment of a successor
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The resident agent of one or more corporations, organized and operating under the laws of the United States Virgin Islands, may make and file with the Lieutenant Governor, his or its certificate, in duplicate, resigning the office of resident agent and appointing another individu…
13 V.I.C. § 55 Resignation of resident agent not coupled with appointment of successor
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(a) The resident agent of one or more corporations, organized and existing under the laws of the United States Virgin Islands, may make and file with the Lieutenant Governor his or its written resignation, in duplicate, of the office of resident agent without appointing any indiv…
13 V.I.C. § 6 Commencement of corporate existence
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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 …
13 V.I.C. § 61 Board of directors; management
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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.
13 V.I.C. § 62 Number of directors
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(a) The number of directors that constitutes the whole of board is the number fixed from time to time by, or in the manner provided in the articles of incorporation, or pursuant to authority given in the articles of incorporation, or in the bylaws; but except as provided in subse…
13 V.I.C. § 63 Term of office; quorum
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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 sha…
13 V.I.C. § 64 Filling vacancies
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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 …
13 V.I.C. § 65 Committees; designation; composition; powers
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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, s…
13 V.I.C. § 66 Classes of directors
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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 nex…
13 V.I.C. § 67 Effect of reliance upon books of account, etc
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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 g…
13 V.I.C. § 67a Indemnification of officers, directors, employees and agents; insurance
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(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 rig…
13 V.I.C. § 67b Consent of directors in lieu of meeting
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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 …
13 V.I.C. § 68 Place of board meetings
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If authorized by the articles of incorporation or the bylaws, meetings of the board of directors may be held outside the United States Virgin Islands.
13 V.I.C. § 69 Officers; selection, term, duties
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(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 …
13 V.I.C. § 7 Powers of incorporators; management prior to election of directors
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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,…
13 V.I.C. § 70 Filling vacancies
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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.
13 V.I.C. § 71 Loans to officers and directors; liability of officers
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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…
13 V.I.C. § 72 Liability for false statements as to condition of business
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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 causin…
13 V.I.C. § 73 Duty to maintain business and stock records
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(1) Every corporation formed under this chapter shall maintain—(1) correct books of account of its business transactions; and(2) a stock ledger in the form prescribed in section 189 of this title, which ledger shall be kept in the principal office of the corporation in the United…
13 V.I.C. § 74 Liability for watered stocks and bonds and loans to stockholders
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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 co…
13 V.I.C. § 8 First meeting
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(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 wit…
13 V.I.C. § 9 Bylaws
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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…
13 V.I.C. § 91 Classes and series of stock; rights, etc
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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 …
13 V.I.C. § 92 Redeemable stock
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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 …
13 V.I.C. § 93 Dividend rights of preferred and special stockholders
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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 res…
13 V.I.C. § 94 Rights on dissolution of preferred and special stockholders
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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 amend…
13 V.I.C. § 95 Convertible stock
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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 …
13 V.I.C. § 96 Statement of special rights, restrictions, etc., on stock certificate
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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, limitati…
13 V.I.C. § 97 Issuance of shares with rights, restrictions, etc., not set forth in the articles of incorporation
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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 an…
13 V.I.C. § 98 Issuance of stock; payment
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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 b…
13 V.I.C. § 99 No par stock; issuance; price
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(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…