Title 13 — Corporations and Associations
11 chapters · 349 sections in this title.
13 V.I.C. § 282 Surrender of corporate rights before payment of capital and beginning business
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Before the payment of any part of the capital and before beginning business for which the corporation was created, the incorporators named in the articles of incorporation, or a majority of them, may surrender all their corporate rights and franchises, by filing in the office of …
13 V.I.C. § 283 Dissolution; procedure
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(a) If in the judgment of the board of directors, it is deemed advisable and beneficial for the corporation that it should be dissolved, the board, within twenty days after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that…
13 V.I.C. § 284 Payment of taxes before dissolution
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No certificate of dissolution shall be issued under the provisions of section 283 of this title until all taxes, penalties or fees due to or assessable by Government of the United States Virgin Islands have been paid by the corporation and the Commissioner of Finance shall have s…
13 V.I.C. § 285 Continuation of corporation after dissolution for purposes of actions and winding up affairs
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All corporations, whether they expire by their own limitation or are otherwise dissolved, shall nevertheless be continued, for the term of three years from such expiration or dissolution, bodies corporate for the purpose of prosecuting and defending actions by or against them, an…
13 V.I.C. § 286 Directors as trustees of dissolving corporation
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(a) Upon the dissolution in any manner of any corporation the directors then in office shall be liquidating trustees thereof, with full power to settle the affairs, collect the outstanding debts, sell and convey the property and divide the moneys and other property among the stoc…
13 V.I.C. § 287 Appointment of trustees by court on creditor's or stockholder's application
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When any corporation shall be dissolved in any manner whatever, the district court, on application of any creditor or stockholder at any time, may either continue the directors as liquidating trustees as aforesaid, or appoint one or more persons to be receivers of such corporatio…
13 V.I.C. § 288 Revocation or forfeiture of articles of incorporation; proceedings
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(a) An action for any one or more of the following causes, to procure a judgment dissolving a corporation created by or under this chapter, and forfeiting its corporate rights and franchises; or its license to do business within the United States Virgin Islands, if it be a foreig…
13 V.I.C. § 289 Filing decree of forfeiture or dissolution
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Whenever any corporation is dissolved or its articles of incorporation forfeited by decree or judgment of a competent court, a certified copy of the decree or judgment shall be forthwith filed in the office of the Lieutenant Governor by the clerk of the court in which the decree …
13 V.I.C. § 290 Wages; preferred liabilities
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In the administration, liquidation or distribution of the property of any corporation upon its voluntary or involuntary dissolution, or upon revocation of its articles of incorporation or forfeiture of its corporate existence, after payment of necessary costs and expenses of pres…
13 V.I.C. § 3 Execution and filing of articles of incorporation
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(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…
13 V.I.C. § 31 General powers
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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 ar…
13 V.I.C. § 311 Revocation of voluntary dissolution
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(a) At any time prior to the expiration of three years following the dissolution of a corporation pursuant to the provisions of section 283 of this title, a corporation may revoke the voluntary dissolution proceeding theretofore taken by proceeding in the following manner—(1) The…
13 V.I.C. § 312 Renewal, revival, extension, etc., of corporate existence
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(a) Any corporation existing under the laws of the United States Virgin Islands may, at any time before the expiration of the time limited for its existence and any corporation existing under the laws of the United States Virgin Islands whose articles of incorporation have become…
13 V.I.C. § 313 Status of corporation
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Any corporation desiring to renew, extend and continue its corporate existence shall, upon complying with the provisions of section 312 of this title, be and continue for the time stated in its certificate of renewal a corporation and shall, in addition to the rights, privileges …
13 V.I.C. § 32 Specific powers
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(1) 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 t…
13 V.I.C. § 33 Powers with respect to securities of other corporations
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Any corporation organized under the laws of the United States 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 ot…
13 V.I.C. § 34 Banking powers reserved
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(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 o…
13 V.I.C. § 341 Jurisdiction of District Court of the United States Virgin Islands
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(1) The District Court of the United States Virgin Islands shall have jurisdiction over the directors, managers, trustees and other officers of a corporation organized under this chapter, and of any foreign corporation admitted to do business in the United States Virgin Islands, …
13 V.I.C. § 342 Institution of actions under section 341
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An action as prescribed in section 341 of this title may be brought by the United States attorney in behalf of the Government of the United States Virgin Islands or by a creditor or stockholder of the corporation, or by a trustee, director, manager, or other officer of the corpor…
13 V.I.C. § 343 Failure of corporation to obey court order; appointment of receiver
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Whenever any corporation refuses, fails, or neglects to obey any order or decree of a competent court within the time fixed by the court for its observance, such refusal, failure or neglect shall be a sufficient ground for the appointment of a receiver of the corporation. If the …
13 V.I.C. § 344 Actions against officers, directors or stockholders to enforce liability of corporation; unsatisfied judgment against corporation
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(a) When the officers, directors or stockholders of any corporation are liable to pay the debts of the corporation, or any part thereof, any action to enforce such liability shall be a class action for the benefit of all creditors to which the corporation if in existence shall be…
13 V.I.C. § 345 Liabilities of corporations; impairment by certain transactions
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The liability of corporations created under the laws of the United States Virgin Islands or of the stockholders, directors or officers thereof, or the rights or remedies of the creditors thereof, or of persons doing or transacting business with the corporation, shall not in any w…
13 V.I.C. § 346 Defective organization as a defense
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(a) No corporation organized under the laws of the United States Virgin Islands shall be permitted to set up, or rely upon the want of legal organization as a defense to any action against it, and no person transacting business with the corporation, or sued for injury done to its…
13 V.I.C. § 347 Usury as a defense
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No corporation or general or limited partnership shall plead any law against usury in any court as a defense in any action instituted to enforce the payment of any bond, note or other evidence of indebtedness issued or assumed by such entity.
13 V.I.C. § 348 Service of process on corporations
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In case legal process against a corporation cannot by due diligence be served upon any person authorized to receive it, such process, including the complaint, may be served in duplicate upon the Lieutenant Governor, which service shall be effectual for all purposes of law. Within…
13 V.I.C. § 371 Domestic corporations; annual reports
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(a) Every corporation created under the laws of the United States Virgin Islands shall file annually in the office of the Lieutenant Governor, a report authenticated by the signature of the president or the vice-president and of the treasurer or the assistant treasurer. The repor…
13 V.I.C. § 372 Penalties for failure to file report
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If the corporation fails to render such report, or to amend it whenever the Lieutenant Governor finds the report incomplete or unsatisfactory and requires that it be amended, the Lieutenant Governor shall refer the matter to the United States attorney who may institute a criminal…
13 V.I.C. § 373 Foreign corporations; annual reports
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(1) Every foreign corporation which has qualified to do business in the United States Virgin Islands shall file annually in the office of the Lieutenant Governor, not later than April 15, a report authenticated by the signature of the president or the vice-president and of the tr…
13 V.I.C. § 374 Penalties; revocation of authorization
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If any foreign corporation fails to file the report required by section 373 of this title, or refuses to file or to amend such report whenever the Lieutenant Governor finds the report incomplete or unsatisfactory and requires that it be amended, the Lieutenant Governor shall refe…
13 V.I.C. § 375 Extensions
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The Lieutenant Governor may, in special cases, grant an extension of time that shall not exceed thirty days from the date fixed for the filing of the annual reports of domestic or foreign corporations doing business in the United States Virgin Islands. The extension will be grant…
13 V.I.C. § 4 Composite articles of incorporation
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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 (…
13 V.I.C. § 401 Qualification to do business in the United States Virgin Islands
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(a) No corporation created by the laws of any foreign country or any state of the United States, or the laws of the United States, shall do any business in the United States Virgin Islands through or by branch offices, agents or representatives located in the United States Virgin…
13 V.I.C. § 402 Additional requirements upon amendment of charter, certificate of incorporation, merger, etc
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Every foreign corporation admitted to do business in the United States Virgin Islands which shall amend its charter or articles of incorporation from time to time or shall be a party to a merger or consolidation permitted by the laws of the state under which it is organized, shal…
13 V.I.C. § 403 Exceptions to requirements
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(1) No corporation created by the laws of any foreign country or any State of the United States, or the laws of the United States shall be deemed to be doing business in the United States Virgin Islands, nor shall the corporation be required to comply with the provisions of secti…
13 V.I.C. § 404 Service of process on foreign corporation
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All process issued out of any court of the United States Virgin Islands against any corporation which has qualified to do business in the United States Virgin Islands, all orders made by any court of the United States Virgin Islands, all rules and notices of any kind required to …
13 V.I.C. § 405 Change of agent upon whom process may be served
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(a) Any foreign corporation, which has qualified to do business in the United States Virgin Islands by filing a certificate of the same kind and nature, and executed as required by section 401 of this title, may change its agent and substitute another agent for the purposes of th…
13 V.I.C. § 406 Violations and penalties
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Any foreign corporation engaged in, prosecuting, or transacting any business of any kind within the United States Virgin Islands without first having complied with sections 401–405 of this title shall be fined not more than $500 for each such offense. Any agent of any foreign cor…
13 V.I.C. § 407 Withdrawal of foreign corporation; service of process
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(a) Any foreign corporation which shall have qualified to do business in the United States Virgin Islands under the provisions of section 401 of this title may surrender its authority to do business in the United States Virgin Islands and may withdraw therefrom by filing with the…
13 V.I.C. § 431 Fees payable upon filing of articles or other papers
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(a) The Lieutenant Governor shall charge and collect, for the use of the Government of the United States Virgin Islands, the following fees upon the receipt for filing of any certificate or other paper relating to corporations—(1) For filing original articles of incorporation, th…
13 V.I.C. § 432 Applicability of subchapter
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This subchapter shall not apply to domestic corporations organized for religious, fraternal, scientific, benevolent, social, charitable, or educational purposes, or to foreign corporations organized for like purposes, when not engaged in the United States Virgin Islands in the le…
13 V.I.C. § 451 Application of chapter
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(a) Except as provided in Title 9 or chapter 3 of this title, all corporations organized under the laws of the United States Virgin Islands and existing on the date this chapter becomes effective, shall be governed by the provisions of this chapter. (b) Except as provided in Titl…
13 V.I.C. § 452 Rights, liabilities and duties under prior statutes
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All rights, privileges and immunities vested or accrued, all liabilities and penalties imposed, all actions pending, and all fees due and payable, prior to the adoption of this chapter, shall not be impaired, diminished or affected by this chapter.
13 V.I.C. § 453 Power to amend or repeal reserved; chapter as part of corporation's charter
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This chapter may be amended or repealed, at the pleasure of the Legislature, but any amendment or repeal shall not take away or impair any remedy against any corporation under this chapter, or its officers, for any liability which shall have been previously incurred. This chapter…
13 V.I.C. § 454 Preclearance of documents to be filed
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Any document required to be filed under this title may be submitted to the Lieutenant Governor for review prior to the time such document is formally filed. The Lieutenant Governor shall determine whether the document is acceptable for filing and, if it is not acceptable, shall s…
13 V.I.C. § 455 Telephone information service
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(1) The Corporate and Trade Name Division of the Office of the Lieutenant Governor shall provide information by telephone to any person who makes a telephone request for the following information:(1) The availability of a corporate name;(2) Whether a corporation's certificate of …
13 V.I.C. § 471 Transfer of situs and continuation of non-Virgin Islands corporations
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(a) As used in this section, the term:(1) “Corporation” includes any incorporated organization, private law corporation (whether or not organized for business purposes), public law corporation, limited liability company, limited liability partnership, professional corporation, or…
13 V.I.C. § 472 Temporary transfer of domicile into the United States Virgin Islands
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(a) As used in this section:(1) The term “corporation” shall have the same meanings as set forth in section 471(a) of this title.(2) “Non-United States corporation” means any corporation, the internal affairs of which are governed by the laws of any jurisdiction other than the Un…
13 V.I.C. § 473 Transfer of domicile out of the United States Virgin Islands
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(a) Subject to any limitations or provisions to the contrary in its articles of incorporation, any corporation incorporated under this chapter, or which transfers its domicile into the United States Virgin Islands under this chapter, and for which the Lieutenant Governor would is…
13 V.I.C. § 5 Evidence of existence
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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 …
13 V.I.C. § 51 Principal office and resident agent in United States Virgin Islands
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Every corporation shall maintain a principal office or place of business in the United States 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 United States Vi…