2019 US Virgin Islands Code
Title 13 - Corporations and Associations
Chapter 1 - General Corporation Law
Subchapter VIII - Amendments; Changes in Capital and Capital Stock
§ 223. Redemption, purchase or retirement of preferred or special stock
(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 prices, and otherwise as shall be stated or expressed in the articles of incorporation; or
(2) at any time or from time to time purchase all or any part of such shares, but in the case of shares subject to redemption, at not exceeding the price at which the same may be redeemed; or
(3) at any time or from time to time, by resolution of the board of directors, retire any such shares redeemed or purchased out of surplus.
The corporation may apply to such redemption or purchase an amount out of its capital which shall not be greater than the capital represented by the shares so redeemed or purchased, provided that the effect of any such redemption or purchase and application of capital thereto shall not be to reduce that actual value of its assets to an amount less than the total amount of its debts and liabilities plus the amount of its capital reduced by the amount of capital so applied. Whenever upon the conversion or exchange of preferred or special shares into or for other shares of the corporation the amount of capital represented by such preferred or special shares exceeds the total aggregate par or stated value represented by such other shares, the corporation by resolution of the board of directors may as herein provided reduce its capital at any time thereafter by all or any part of such excess. No such redemption or purchase, however, shall be made out of capital, and there shall be no such redemption of capital after such conversion or exchange, unless the assets of the corporation remaining after such redemption, purchase or reduction shall be sufficient to pay any debts of the corporation, the payment of which shall not have been otherwise provided for.
(b) Any such shares so redeemed or purchased by the application of capital or otherwise retired pursuant to the provisions of this section, shall upon the filing of the certificate hereinafter in this section provided for, and any shares of the corporation surrendered to it on the conversion or exchange thereof into or for other shares of the corporation shall, after such conversion or exchange, have the status of authorized and unissued shares of the class of stock to which such shares belong; but if the articles of incorporation prohibit the reissue of such shares, the authorized capital stock of the corporation of the class to which such shares belong shall, upon such redemption, purchase, retirement, conversion or exchange, be deemed to be, and shall, upon the filing of an appropriate certificate, executed as hereinafter provided, be reduced to the extent of the aggregate par value of the shares so redeemed, purchased, retired, converted or exchanged or, if such shares are without par value, to the extent of the number of such shares so redeemed, purchased, retired, converted or exchanged.
(c) Whenever any capital of the corporation is applied to the redemption or the purchase of shares, or any shares are retired pursuant to the provisions of this section, or whenever following the conversion or exchange of preferred or special shares of the corporation the capital of the corporation is to be reduced as herein provided, a certificate shall be made accordingly under the seal of the corporation and shall be filed in the office of the Lieutenant Governor and a copy thereof, certified by the Lieutenant Governor, shall be filed in the office of the clerk of the district court in the judicial division in which the original articles of incorporation are filed.
