Title 13 — Corporations and Associations
11 chapters · 349 sections in this title.
13 V.I.C. § 701 Short title
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This chapter may be cited as the “Professional Service Corporations Act of the Virgin Islands”.
13 V.I.C. § 702 Definitions
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(1) As used in this chapter:(1) Unless the context otherwise requires, the term “licensing authority” means the appropriate board or licensing agency established pursuant to Title 27 of the Virgin Islands Code for the purpose of examining and licensing all professions and occupat…
13 V.I.C. § 703 Corporations organized under other provisions of law
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The provisions of this chapter shall not apply to corporations heretofore or hereafter duly organized under any other provisions of law.
13 V.I.C. § 704 Organization
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(a) Notwithstanding any other provision of law, one or more individuals duly authorized by law to render the same professional service within the United States Virgin Islands may organize, or cause to be organized, a professional service corporation for pecuniary profit under thi…
13 V.I.C. § 705 Rendering of professional service
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(a) No professional service corporation may render professional services except through individuals authorized by law to render such professional services as individuals. (b) Each final plan and report made or issued by a corporation practicing professional engineering, architect…
13 V.I.C. § 706 Professional relationships and liabilities
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(a) Each shareholder, employee or agent of a professional service corporation shall be personally and fully liable and accountable for any negligent or wrongful act or misconduct committed by him or by any person under his direct supervision and control while rendering profession…
13 V.I.C. § 707 Purposes of incorporation
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No professional service corporation shall engage in any business other than the rendering of the professional services for which it was incorporated; provided, that such corporation may invest its funds in real estate, mortgages, stocks, bonds or any other type of investments.
13 V.I.C. § 708 Issuance of shares
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A professional service corporation may issue shares only to individuals who are authorized by law to practice in the United States Virgin Islands a profession which such corporation is authorized to practice and who are or have been engaged in the practice of such profession in s…
13 V.I.C. § 709 Directors and officers
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No individual may be a director or officer of a professional service corporation unless he is authorized by law to practice in the United States Virgin Islands a profession which such corporation is authorized to practice and is either a shareholder of such corporation or engaged…
13 V.I.C. § 710 Disqualification of shareholders, directors, officers and employees
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If any shareholder, director, officer or employee of a professional service corporation who has been rendering professional service to the public becomes legally disqualified to practice his profession within the United States Virgin Islands, he shall sever all employment with, a…
13 V.I.C. § 711 Death or disqualification of shareholders
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(a) A professional service corporation shall purchase or redeem the shares of a shareholder in case of his death or disqualification pursuant to the provisions of section 710, within six months after the appointment of the executor or administrator or other legal representative o…
13 V.I.C. § 712 Transfer of shares
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No shareholder of a professional service corporation may sell or transfer his shares in such corporation except to another individual who is eligible to have shares issued to him by such corporation or except in trust to another individual who would be eligible to receive shares …
13 V.I.C. § 713 Corporate name
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(a) Notwithstanding any other provision of law, the name of a professional service corporation may contain any word which, at the time of incorporation, could be used in the name of a partnership practicing a profession which the corporation is authorized to practice, and may not…
13 V.I.C. § 714 Business corporation law applicable
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Chapter 1 or chapter 15 of this title shall be applicable to a professional service corporation except to the extent that the provisions thereof conflict with this chapter. A professional service corporation may consolidate or merge only with another corporation organized under t…
13 V.I.C. § 715 Annual statement
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Each professional service corporation shall, on or before the first day of July of each year, furnish a statement to the licensing authority listing the name and residence address of each shareholder, director and officer of such corporation and certifying that all such individua…
13 V.I.C. § 716 Regulation of professions
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This chapter shall not repeal, modify or restrict any provision of Title 27, or chapter 27 of Title 4 regulating the professions referred to therein.
13 V.I.C. § 717 Corporate mergers and consolidations
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Notwithstanding any inconsistent provision of this chapter, a professional service corporation, pursuant to the provisions of chapter 1, subchapter IX of this title, may be merged or consolidated with another corporation formed pursuant to the provisions of this chapter or with a…
13 V.I.C. § 751 Forfeiture of charter and revocation of permit
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(a) The Attorney General is authorized to institute a civil proceedings in the District Court to forfeit the certificate of authority of a corporation organized under the laws of the United States Virgin Islands or to revoke the certificate authorizing a foreign corporation to co…
13 V.I.C. § 752 Enjoining operation of a business
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(a) The Attorney General is authorized to institute civil proceedings in the District Court of the Virgin Islands to enjoin the operation of any business other than a corporation, including a partnership, joint venture or sole proprietorship, when:(a) Any person in control of any…
13 V.I.C. § 753 Institution and conduct of proceedings
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(1) The proceedings authorized by section 751 of this chapter may be instituted against a corporation in any district in which it is doing business. Such proceedings shall be deemed additional to any other proceedings authorized by law for the purpose of forfeiting the certificat…
13 V.I.C. § 770 Definitions
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(1) For the purposes of this chapter:“Director” means the Director of the Virgin Islands Bureau of Internal Revenue;“Virgin Islands foreign sales corporation”, and “VIFSC” mean a corporation that elects to be treated as such pursuant to section 772 of this chapter;“Foreign trade …
13 V.I.C. § 771 Applicability of benefits
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(1) The benefits granted under this chapter:(1) apply only to an VIFSC incorporated in the United States Virgin Islands;(2) do not apply to an VIFSC or its shareholders if more than five percent (5%) of the VIFSC's gross income during the taxable year is derived from sales or ser…
13 V.I.C. § 772 Election of a corporation to be a VIFSC
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(a) A corporation shall elect to be a VIFSC, if it is created under the laws of the United States Virgin Islands and it declares, or is deemed to have declared, its intent to elect to become a VIFSC in the manner described in section 431(a)(1) of this title. (b) A corporation tha…
13 V.I.C. § 773 Exemption of VIFSCs from income taxes
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(a) An FSC shall be exempt from the payment of income tax under the Internal Revenue Code (as it applies to the United States Virgin Islands) on:(a) foreign trade income;(b) net investment income and carrying charges; and(c) foreign trade related income. (a) foreign trade income;…
13 V.I.C. § 774 Exemption of VIFSCs from gross receipts taxes
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An FSC shall be exempt from the tax imposed under Title 33, section 43, Virgin Islands Code, with respect to non-Virgin Islands trading gross receipts and foreign trade related income.
13 V.I.C. § 775 Exemption of VIFSCs from excise taxes
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An VIFSC shall be exempt from the tax imposed under Title 33, section 42, Virgin Islands Code, on non-Virgin Islands export property imported into the United States Virgin Islands for reexport by the VIFSC in the ordinary course of its trade or business.
13 V.I.C. § 776 Exemption of VIFSCs from customs duties
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(a) Non-Virgin Islands export property imported into the United States Virgin Islands for reexport by an VIFSC shall be free of customs duties. (b) The Director shall, within ten (10) days of a written request of an eligible VIFSC to do so, provide the United States Customs Servi…
13 V.I.C. § 777 Exemption of certain shareholders of an VIFSC from certain taxes
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(a) No tax shall be imposed under sections 871(a)(1) and 881 of the Internal Revenue Code upon citizens and residents of the United States and upon corporations organized in the United States with respect to payments received from sources within the United States Virgin Islands d…
13 V.I.C. § 778 Exemption of VIFSCs from certain withholding taxes
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An VIFSC shall be exempt from the requirements of sections 1441 and 1442 of the Internal Revenue Code (as it applies in the United States Virgin Islands) to withhold the tax imposed by sections 871(a)(1) and 881 of the Internal Revenue Code (as it applies in the United States Vir…
13 V.I.C. § 781 Rules
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The Director shall promulgate rules as are necessary for the implementation of this chapter. However, prior to their submission to the Governor under Title 3, chapter 35, Virgin Islands Code, such rules shall be submitted to the Commissioner of Commerce for his recommendations.
13 V.I.C. § 801 Definitions
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(1) As used in this chapter, the following words and phrases, unless differently defined or described, shall have the meanings and references as follows:(1) “Corporation” means a United States Virgin Islands economic development corporation created under this chapter.(2) “Financi…
13 V.I.C. § 802 Incorporators; articles of incorporation
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(a) Twenty-five (25) or more persons, two-thirds of whom shall be residents of the United States Virgin Islands, who may desire to create an economic development corporation under the provisions of this chapter, for the purpose of promoting, developing, and advancing the prosperi…
13 V.I.C. § 803 Applicability of general corporation law; specific powers
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(1) In furtherance of its purpose and in addition to the powers now or hereafter conferred on business corporations by the general corporation law of the United States Virgin Islands, corporations formed pursuant to this chapter shall, subject to the restrictions and limitations …
13 V.I.C. § 804 Investors, loans; membership in financial institutions
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(a) Notwithstanding any rule at common law or any provision of any general or special law or any provision in their respective charters, agreements of association, articles of organization or trust indentures:(1) Any person, including all domestic corporations organized for the p…
13 V.I.C. § 805 Applications for membership; loans to corporation
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(a) Any financial institution may request membership in the corporation by making application to the board of directors on such form and in such manner as said board of directors may require, and membership shall become effective upon acceptance of such application by said board.…
13 V.I.C. § 806 Duration of membership; withdrawal
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(a) Membership in the corporation shall be for the duration of the corporation; provided, that upon written notice given to the corporation six (6) months in advance, a member may withdraw from membership in the corporation at the expiration date of such notice. (b) A member shal…
13 V.I.C. § 807 Powers of stockholders and members; voting
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(a) The stockholders and members of the corporation shall have the following powers of the corporation:(1) To determine the number of and elect directors as provided in section 809 hereof;(2) To make, amend, and repeal bylaws;(3) To amend this chapter as provided in section 808;(…
13 V.I.C. § 808 Amendment of articles of incorporation
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(a) The articles of incorporation may be amended by the votes of the stockholders and the members of the corporation, voting separately by classes, and such amendments shall require approval by the affirmative vote of two-thirds (⅔) of the votes to which the stockholders shall be…
13 V.I.C. § 809 Management of corporation; officers and directors
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(a) The business and affairs of the corporation shall be managed and conducted by a board of directors, a president, a vice-president, a secretary, a treasurer, and such other officers and such agents as the corporation by its bylaws shall authorize. The board of directors shall …
13 V.I.C. § 810 Earned surplus
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Each year the corporation shall set apart as earned surplus not less than ten percent (10%) of its net earnings for the preceding fiscal year until such surplus shall be equal in value to one-half (½) of the amount paid in on the capital stock then outstanding. Whenever the amoun…
13 V.I.C. § 811 Depository
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The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors at an authorized meeting of the board of directors, exclusive of any director who is an officer or di…
13 V.I.C. § 812 Examination of corporation
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The corporation shall be examined at least once annually by the Banking Board and the corporation shall make an annual report of its financial condition to the Banking Board. The Banking Board shall forward copies of such annual reports to the Governor, Lieutenant Governor and th…
13 V.I.C. § 813 First meeting of corporation
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(a) The first meeting of the corporation shall be called by a notice signed by three (3) or more of the incorporators, stating the time, place, and purpose of the meeting, a copy of which notice shall be mailed or delivered to each incorporator at least ten (10) days before the d…
13 V.I.C. § 814 Duration; dissolution
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(a) The period of duration of the corporation shall be perpetual subject however, to the right of the stockholders and the members to dissolve the corporation prior to the expiration of said period. (b) The corporation may, upon the affirmative vote of two-thirds (⅔) of the votes…
13 V.I.C. § 815 No pledge of government credit
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Under no circumstances shall the credit of the Government of the United States Virgin Islands be pledged to any corporation organized under the provisions of this chapter.
13 V.I.C. § 816 Designation as state development company
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Any corporation organized under the provisions of this chapter shall be a state development company, as defined in the Small Business Investment Act of 1958, Public Law 85–699, 85th Congress, or any other similar federal legislation, and shall be authorized to operate on an islan…
13 V.I.C. § 817 Tax credits and privileges
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Any tax exemptions, tax credits, or tax privileges granted to banks, saving and loan associations, trust companies, and other financial institutions by any general laws are granted to corporations organized pursuant to this chapter.
13 V.I.C. § 818 Fiscal year
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Corporations organized under this chapter shall adopt the calendar year as their fiscal year.
13 V.I.C. § 819 Severability
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The provisions of this chapter are severable, and if any of its provisions shall be held unconstitutional by any court of competent jurisdiction, the decision of such court shall not affect or impair any of the remaining provisions.
13 V.I.C. § 850 Policy and purpose
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(1) The policies and purposes of this chapter are declared to be the promotion of the growth and development of the economy of the United States Virgin Islands by creating opportunities and incentives for international investment in the Territory, as authorized and encouraged by …