Title 13, Corporations and Associations
11 chapters · 347 sections in this title.
13 V.I.C. § 1 Incorporators; purposes
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Three or more natural persons of lawful age may unite together by articles of incorporation to form a stock corporation, for any lawful business purpose or purposes not excluded from the operation of this chapter.
13 V.I.C. § 100 Determination of the amount of capital
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The capital of any corporation having capital stock shall be an amount at least equal to the sum of the aggregate par value of all issued shares having par value, plus the aggregate amount of the purchase price received by the corporation for the issue of shares without par value…
13 V.I.C. § 101 Statements of amount of par value and of authorized or issued shares
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In any case in which the law requires that the par value of the shares of the capital stock of a corporation be stated in any certificate or paper, it shall be stated in respect of any shares without par value that such shares are without par value and wherever the amount of the …
13 V.I.C. § 102 Partly paid shares
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Any corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the purchase price to be paid therefor. Upon the face or back of the certificates issued to represent any such partly paid shares the total amount of the purchase…
13 V.I.C. § 103 Rights and options respecting stock
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Subject to any provisions in respect thereof set forth in the articles of incorporation every corporation may create and issue, whether or not in connection with the issue and sale of any shares of stock or other securities of the corporation, rights or options entitling the hold…
13 V.I.C. § 104 Certificates stock
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Every holder of stock in a corporation shall be entitled to have a certificate or certificates, provided that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated s…
13 V.I.C. § 106 Corporation's powers respecting ownership, etc., of its own stock
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Every corporation organized under this chapter may purchase, hold, sell and transfer shares of its own capital stock; but no such corporation shall use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of the capita…
13 V.I.C. § 107 Liability of stockholder for stock not paid in full
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(a) When the whole of the price payable for shares of a corporation has not been paid in, and the assets shall be insufficient to satisfy the claims of its creditors, each holder of such shares shall be bound to pay on each share held by him the sum necessary to complete the amou…
13 V.I.C. § 108 Increase of and subscriptions to capital stock
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At any time after a corporation is authorized to commence business, the directors may, if its whole capital stock has not been subscribed, and subject to any limitations provided in its articles of incorporation increase its capital stock up to the amount authorized in its articl…
13 V.I.C. § 109 Limitation on preemptive rights
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(1) Unless otherwise provided in the articles of incorporation, shares or other securities offered for sale shall not be subject to preemptive rights if they—(1) are issued or optioned by the board of directors to effect a merger or consolidation or for a value other than cash;(2…
13 V.I.C. § 110 Payment for stock; assessments
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The capital stock of a corporation shall be paid in such amounts and at such times as the directors may require. The directors may, from time to time, assess upon each share of stock not fully paid up, such sum of money as the necessities of the business may, in the judgment of t…
13 V.I.C. § 111 Remedies for failure to pay for stock
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(a) When any stockholder fails to pay any installment or call upon his stock which may have been properly assessed thereon by the directors, at the time when such payment is due, the directors may collect the amount of any such installment or call or any balance thereof remaining…
13 V.I.C. § 112 Certificate of payment of capital stock
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The president with the secretary or treasurer of every corporation organized under this chapter shall, upon the written request of any creditor of such corporation, who shall have obtained a judgment against it and order of execution against the corporation has been returned unsa…
13 V.I.C. § 113 Lost or destroyed stock certificates; issuance of new certificate
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Every corporation organized under this chapter may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the directors may require the owner of the lost or destroyed certificate, or his legal represe…
13 V.I.C. § 114 Dividends; payment; wasting asset corporations
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(a) The directors of every corporation created under this chapter which has issued capital stock, subject to any restrictions contained in its articles of incorporation, may declare and pay dividends upon the shares of its capital stock but only out of its net assets in excess of…
13 V.I.C. § 115 Reserves
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Nothing contained in section 114 of this title shall prevent the stockholders of any corporation, or the directors thereof if the articles of incorporation shall so provide, from setting apart out of any of the funds of the corporation available for dividends a reserve or reserve…
13 V.I.C. § 116 Liability of directors as to dividends
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A director shall be fully protected in relying in good faith upon the books of account of the corporation or statements prepared by any of its officials as to the value and amount of the assets, liabilities and/or net profits of the corporation, or any other facts pertinent to th…
13 V.I.C. § 117 Declaration and payment of dividends
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No corporation created under the provisions of this chapter, nor the directors thereof, shall pay dividends upon any shares of the corporation except in accordance with the provisions of this chapter. Dividends may be paid in cash, in property, or in shares of the capital stock, …
13 V.I.C. § 118 Liability of directors for unlawful dividends; exoneration from liability
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In case of any willful or negligent violation of the provisions of section 117 of this title, the directors under whose administration the same may happen shall be jointly and severally liable, at any time within six years after paying such unlawful dividend, to the corporation a…
13 V.I.C. § 181 Place of stockholders' and directors' meetings
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In all cases after the first meeting of the incorporators, the meetings of the stockholders of every corporation shall be held annually. The stockholders and directors may hold their meetings and have an office or offices outside of the United States Virgin Islands, if the bylaws…
13 V.I.C. § 182 Voting rights of stockholders; proxies; limitations
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Unless otherwise provided in the articles of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock held by such stockholder, but no proxy shall be voted on after one year from i…
13 V.I.C. § 183 Closing transfer books or fixing date for determination of stockholders of record
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The board of directors may close the stock transfer books of the corporation for a period not exceeding 50 days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or convers…
13 V.I.C. § 184 Cumulative voting
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The articles of incorporation of any corporation may provide that at all elections of directors of the corporation, each stockholder shall be entitled to as many votes as shall equal the number of votes which (except for such provision as to cumulative voting) he would be entitle…
13 V.I.C. § 185 Quorum
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Subject to any provision of this chapter specifying the vote that shall be required for a specified action, the articles of incorporation or the bylaws may specify the number of shares and the amount of other securities having voting power the holders of which shall be present or…
13 V.I.C. § 186 Voting rights of fiduciaries and pledgors
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Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held, and persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the corporation he has expressly empowered the pledgee to vote thereon, …
13 V.I.C. § 187 Voting trusts
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A stockholder, by agreement in writing, may transfer his stock to a voting trustee or trustees for the purpose of conferring the right to vote thereon for a period not exceeding ten years upon the terms and conditions therein stated. Every other stockholder may transfer his stock…
13 V.I.C. § 188 List of stockholders entitled to vote; penalty for refusal to produce
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The officer who has charge of the stock ledger of a corporation shall prepare and make, at least ten days before every election of directors, a complete list of the stockholders entitled to vote at said election, arranged in alphabetical order. Such list shall be open during the …
13 V.I.C. § 189 Stock ledger; inspection; evidence
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The original or duplicate stock ledger certified by an officer of the corporation to be correct shall be the only evidence as to who are the stockholders entitled to examine the list required by section 188 of this title or the books and accounts of the corporation, or to vote in…
13 V.I.C. § 190 Voting, inspection and other rights of bond and debenture holders
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Every corporation organized under this chapter may make suitable provision in its articles of incorporation and thereby to the extent, in the manner and subject to the conditions provided in the articles of incorporation confer upon the holders of any bonds or debentures issued o…
13 V.I.C. § 191 Election of directors; manner, time, place and notice
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All elections of directors shall be by ballot, unless otherwise provided in the articles of incorporation. The first meeting for the election of directors, at which meeting any business may be transacted, shall be held at any place either within or without the United States Virgi…
13 V.I.C. § 192 Newly created directorships
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Newly created directorships resulting from any increase in the authorized number of directors, may be filled by a majority of the directors then in office, though less than a quorum, unless it is otherwise provided in the articles of incorporation or bylaws, and the directors so …
13 V.I.C. § 193 Failure to hold election of directors; proceedings to compel election
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If the election for directors of any corporation shall not be held on the day designated by the bylaws, the directors shall cause the election to be held as soon thereafter as convenient. No failure to elect directors at the designated time shall work any forfeiture or dissolutio…
13 V.I.C. § 194 Contested election; proceedings to determine validity
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Upon the application by any stockholder the district court may hear and determine the validity of any stockholders' vote or any election of any director of any corporation organized under this chapter, and the right of any person to hold such office, and in case any such office i…
13 V.I.C. § 195 Equally divided vote; receivership
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Whenever, by reason of an equally divided vote of the stockholders, there shall be a failure to elect directors, and such failure for such reason shall exist at two successive annual elections, or if there shall be a failure to elect directors by reason of an equally divided vote…
13 V.I.C. § 196 Consent of stockholders in lieu of meeting
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Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action, by any section of this chapter, the meeting and vote of stockholders may be dispensed with, if all of the stockholders who would have been entitled…
13 V.I.C. § 197 Waiver of notice
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Whenever any notice whatever is required to be given under the provisions of this chapter, or under the provisions of the articles of incorporation or bylaws of any corporation organized under the provisions of this chapter, a waiver thereof in writing, signed by the person or pe…
13 V.I.C. § 198 Exception as to requirements of notice
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Whenever any notice whatever is required to be given under the provisions of this chapter, or under the provisions of the articles of incorporation or bylaws of any corporation organized under the provisions of this chapter, to any person with whom communication is made unlawful …
13 V.I.C. § 2 Articles of incorporation; contents; definition
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(a) The articles of incorporation shall set forth —(1) the name of the corporation, which shall not be the same as, nor so similar as to cause confusion with, the name of any other domestic corporation or foreign corporation admitted to do business in the United States Virgin Isl…
13 V.I.C. § 221 Amendment of articles of incorporation before payment of any capital
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The incorporators, or the directors if any have been elected and qualified, of any corporation organized under the provisions of this chapter before the payment of any part of its capital, may file with the Lieutenant Governor an amendment or amendments to its articles of incorpo…
13 V.I.C. § 222 Amendment of articles of incorporation after payment of capital
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(a) Any corporation created under the provisions of this chapter, may, from time to time, when and as desired, amend its articles of incorporation by—(1) addition to its corporate powers and purposes, or diminution thereof, or both; or(2) substitution of other powers and purposes…
13 V.I.C. § 223 Redemption, purchase or retirement of preferred or special stock
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(a) Whenever any corporation organized under this chapter has issued any preferred or special shares it may, subject to the provisions of its articles of incorporation—(1) redeem all or any part of such shares, if subject to redemption, at such time or times, at such price or pri…
13 V.I.C. § 224 Reduction of capital
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(a) Any corporation organized under this chapter may reduce its capital at any time by—(1) the written consent of the holders of record of the total number of shares of the corporation having voting powers at the time outstanding; or(2) resolution of its board of directors supple…
13 V.I.C. § 251 Consolidation or merger of domestic corporations
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(a) Any two or more corporations organized under the provisions of this chapter or existing under the laws of the United States Virgin Islands, for the purpose of carrying on any kind of business may merge into a single corporation which may be any one of said constituent corpora…
13 V.I.C. § 252 Consolidation or merger of domestic and foreign corporations; service of process upon surviving corporation
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(a) Any one or more corporations organized under the provisions of this chapter or existing under the laws of the United States Virgin Islands may consolidate or merge with one or more other corporations organized under the laws of any state or states, if the laws under which suc…
13 V.I.C. § 253 Status, rights, liabilities, etc., of constituent and surviving corporations
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When an agreement of consolidation or merger shall have been signed, acknowledged and filed, in accordance with the requirements of this chapter, for all purposes of the laws of the United States Virgin Islands the separate existence of all the constituent corporations, parties t…
13 V.I.C. § 254 Powers of corporations resulting from consolidation or merger; issuance of stock, bonds, etc
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When two or more corporations are consolidated or merged, the corporation resulting from such consolidation or surviving such merger may issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates thereto attached, to an amount …
13 V.I.C. § 255 Effect of consolidation or merger on pending actions
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Any action or proceeding pending by or against any of the corporations consolidated or merged may be prosecuted as if such consolidation or merger had not taken place, or the corporation resulting from such consolidation or surviving such merger may be substituted in its place.
13 V.I.C. § 256 Rights of dissenting stockholders
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(a) The corporation resulting from any consolidation or surviving any merger shall within 10 days after the date in which the agreement of consolidation or merger has been filed, notify each stockholder in any corporation of the United States Virgin Islands consolidating or mergi…
13 V.I.C. § 281 Sale, lease or exchange of assets; consideration
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Every corporation may, by resolution of its board of directors, sell, lease or exchange all of its property and assets, including its good will, upon such terms and conditions and for such price, rent or property, which may be in whole or in part shares of stock in, and/or other …
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 …