2019 US Virgin Islands Code
Title 13 - Corporations and Associations
Chapter 1 - General Corporation Law
Subchapter VIII - Amendments; Changes in Capital and Capital Stock
§ 224. Reduction of capital

(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 supplemented by a resolution adopted by the holders of record of a majority of said shares at a meeting of the stockholders called for that purpose upon at least ten days' notice given in accordance with the bylaws of the corporation to the stockholders.

  Any preferred or special shares which have been called for redemption and the payment of the redemption price of which has been provided for shall not be deemed to be outstanding. A certificate stating the fact of such consent or the adoption of such resolution and specifying the manner in and the extent to which the capital of the corporation is to be reduced shall be made under the seal of the corporation and the hands of its president or a vice-president and its secretary or an assistant secretary and the president or such vice-president shall acknowledge the certificate before an officer authorized by the laws of the United States Virgin Islands to take acknowledgments, and the certificate, so executed and acknowledged, 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. Upon the completion of such filing the capital of the corporation shall thereby be so reduced. No such reduction, however, shall be made in the capital of the corporation unless the assets of the corporation remaining after such reduction are sufficient to pay any debts, the payment of which shall not have been otherwise provided for and the certificate shall so state.

(b) Such reduction of the capital of the corporation may be effected by—

• (1) retiring or reducing the outstanding shares of any class or by drawing the necessary number of outstanding shares of any class by lot for retirement; or

• (2) the exchange by the holders of outstanding shares of any class of the shares of such class held by them for a decreased number of shares of stock of the same or of a different class of stock; or

• (3) the exchange of shares having par value for shares having no par value, or of shares without par value for shares with par value; or

• (4) the exchange of shares having par value for an increased number of shares of lesser par value; or

• (5) the exchange of par value shares for shares without par value and/or par value shares of any class; or

• (6) the exchange of shares without par value for par value shares and/or shares without par value of any class, the effect of which is to work a reduction of capital; or

• (7) reducing (in conjunction with appropriate action under section 222 of this title) the par value of the shares of any class of stock having par value; or

• (8) reducing the amount of capital represented by shares of stock having no par value; or

• (9) in case the capital shall have been increased by the transfer thereto from surplus pursuant to the provisions of section 100 of this title, retransferring to surplus all or any part of the amount by which capital shall have been so increased; or

• (10) the purchase of shares for retirement, either pro rata from all holders of shares of that class of stock or by purchasing such shares from time to time in the open market or at private sale in both cases at not exceeding such price or prices as may be fixed or approved by the stockholders entitled to vote upon the reduction of capital to be effected in that manner; or

• (11) retiring shares owned by the corporation.

  If such reduction of capital of the corporation be effected by retiring shares, then, if the consent or resolution of stockholders above referred to shall so provide, an amount not exceeding that part of the capital of the corporation represented by such shares may be charged against or paid out of the capital of the corporation in respect of such shares.

(c) If such reduction of capital shall have been effected by retiring or reducing the outstanding shares of any class in any of the manners provided for in subsections (a) and (b) of this section, including the retirement of shares already owned by the corporation, the shares so retired or by the acquisition of which in any manner the outstanding shares of such class shall have been reduced shall, upon the filing and recording of the certificate as provided in this section, if the articles of incorporation do not prohibit the reissue thereof, have the status of authorized and unissued shares of the class of stock to which such shares belong.

(d) If the articles of incorporation prohibit the reissue of such shares the filing and recording of such certificate, containing a recital of such fact, shall constitute an amendment to the articles of incorporation effecting a reduction of the authorized capital stock of the corporation to the extent of the aggregate par value of such shares, or, if such shares are without par value, to the extent of the total number of such shares. If such shares constitute all the outstanding shares of any particular class and the reissue thereof is so prohibited, the filing and recording of such certificate, containing a recital of such fact, shall constitute an amendment to the articles of incorporation effecting a reduction in the authorized capital stock of the corporation by the elimination therefrom of all reference to the particular class of stock.

(e) When any corporation shall decrease the amount of its capital as provided in this section, the certificate shall be published for three weeks successively at least once in each week, in a newspaper of general circulation published in the United States Virgin Islands; the first publication to be made within fifteen days after the filing of such certificate, and in default thereof the directors of the corporation shall be jointly and severally liable to any creditors of the corporation who shall suffer loss by reason of the noncompliance with the provisions of this section and the stockholders shall be similarly liable up to the amount of such sums as they may respectively receive of the amount so reduced. No such decrease of capital shall release the liability of any stockholder, whose shares have not been fully paid, for debts of the corporation theretofore contracted.