2019 US Virgin Islands Code
Title 13 - Corporations and Associations
Chapter 1 - General Corporation Law
Subchapter XI - Renewal, Revival, Extension and Restoration of Articles
§ 312. Renewal, revival, extension, etc., of corporate existence

(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 inoperative by law and any corporation existing under the laws of the United States Virgin Islands whose articles of incorporation have expired by reason of failure to renew the same or whose articles of incorporation have been renewed, but, through failure to comply strictly with the provisions of this chapter, the validity of such renewal has been brought into question, may at any time procure an extension, restoration, renewal or revival of its articles of incorporation, subject to all of its duties, debts and liabilities which had been secured or imposed by its original articles of incorporation and all amendments thereto.

(b) The extension, restoration, renewal or revival of the articles of incorporation may be procured by filing with the Lieutenant Governor a certificate of any two of its last acting officers or other officers to be elected as provided in subsection (h) of this section, duly sworn or affirmed to by such officers before any person authorized by the laws of the United States Virgin Islands to administer oaths. The certificate shall not be executed by any officer and his assistant officer, as for instance a secretary and an assistant secretary, and the two officers executing the certificate shall not be one and the same person.

(c) The certificate prescribed in subsection (b) of this section shall state—

• (1) the name of the corporation, which name shall be the existing name of the corporation or the name it bore when its articles of incorporation expired, except as otherwise provided in subsection (f) of this section;

• (2) the name of the town and the address therein at which its principal office or place of business within the United States Virgin Islands is located and the name and address within the United States Virgin Islands of its resident agent;

• (3) whether or not the renewal, restoration or revival is to be perpetual and if not perpetual the time for which the renewal, restoration or revival is to continue and, in case of renewal before the expiration of the time limited for its existence, the date when the renewal is to commence, which shall be prior to the date of the expiration of the old articles of incorporation which it is desired to renew;

• (4) that the corporation desiring to be renewed or revived and so renewing or reviving its articles of incorporation was duly organized under the laws of the United States Virgin Islands;

• (5) the date when the articles of incorporation of the corporation would expire, if such is the case, or such other facts as may show that the articles of incorporation have become inoperative or void or that the validity of any renewal has been brought into question; and

• (6) that the certificate for renewal or revival is filed by authority of those who were directors or managers of the corporation at the time its articles of incorporation expired or who were elected directors or managers of the corporation as provided in subsection (h) of this section.

(d) The certificate shall be filed in the office of the Lieutenant Governor, who shall furnish a certified copy of the same under his hand and seal of office. The certified copy shall be filed in the office of the clerk of the district court in the judicial division in which the principal office of the corporation is maintained. The certificate or a copy thereof duly certified by the Lieutenant Governor shall be evidenced in all courts of the United States Virgin Islands.

(e) Upon the filing of the certified copy the corporation shall be renewed and revived with the same force and effect as if its articles of incorporation had not become inoperative and void or had not expired by limitation. Such reinstatement shall validate all contracts, acts, matters and things made, done and performed within the scope of its articles of incorporation by the corporation, its officers and agents during the time when its articles of incorporation were inoperative or void or after its expiration by limitation, with the same force and effect and to all intents and purposes as if the articles of incorporation had at all times remained in full force and effect. All real and personal property, rights and credits, which belonged to the corporation at the time its articles of incorporation became inoperative or void, or expired by limitation and which were not disposed of prior to the time of its revival or renewal shall be vested in the corporation, after its revival and renewal, as fully and amply as they were held by the corporation at and before the time its articles of incorporation became inoperative or void or expired by limitation, and the corporation after its renewal and revival shall be as exclusively liable for all contracts, acts, matters and things made, done or performed in its name and on its behalf by its officers and agents prior to its reinstatement, as if its articles of incorporation had at all times remained in full force and effect.

(f) If, after the articles of incorporation became inoperative or void for nonpayment of taxes or expired by limitation, any other corporation organized under the laws of the United States Virgin Islands shall have adopted the same name as the corporation sought to be renewed or revived or shall have adopted a name so nearly similar thereto as not to distinguish it from the corporation renewed or revived under the provisions of this section, then, in such case, the renewed or revived corporation shall not be renewed under the same name which it bore when its articles of incorporation became inoperative or void or expired but shall adopt and be renewed under some other name which, under existing law, could be adopted by a corporation formed and organized under the provisions of this chapter and in such case the certificate to be filed under the provisions of this section shall set forth the name borne by the corporation at the time its articles of incorporation became inoperative or void or expired and the new name under which the corporation is to be renewed or revived.

(g) Any corporation seeking to renew or revive its articles of incorporation under the provisions of this chapter shall pay to the Government of the United States Virgin Islands in lieu of and in full satisfaction of all taxes and penalties thereon due such government a sum equal to all taxes and penalties thereon due at the time its articles of incorporation became inoperative and void for nonpayment of taxes, or expired by limitation or otherwise.

(h) If only one or more of the last acting officers of any corporation desiring to renew or revive its articles of incorporation is available by reason of death, unknown address or refusal or neglect to act at the time of its renewal, the directors of the corporation, or those remaining on the board if not less than three, may elect a successor to the officer or officers who are dead or whose addresses are unknown or who refuse or neglect to act. In any case where there shall be less than three directors of the corporation available for the purposes aforesaid, by reason of death, unknown address or refusal or neglect to act, the stockholders of the corporation may elect as many directors as may be necessary, together with the directors who are ready and willing to act, to constitute a board of three directors or they may elect a full board of directors, as provided by the bylaws of the corporation, and the board may elect successors to the officers who are deceased or whose addresses are unknown or who refuse or neglect to act. A meeting of the directors of the corporation for the election of officers may be called by any officer or any director upon ten days' written notice delivered personally or mailed to the last known post-office address of each director. A meeting of the stockholders for the purpose of electing directors may be called by any officer, director or stockholder upon ten days' written notice delivered or mailed to the last known post-office address of each stockholder. Any two of the officers may then take all steps and do all things necessary and proper to be done for the renewal or revival of the existence of the corporation as provided in this section.

(i) After a renewal or revival of the articles of incorporation of the corporation shall have been effected, the two officers who signed the certificate of renewal or revival shall, jointly, forthwith call a meeting of the stockholders of the corporation upon not less than ten days' written notice, and at the meeting the stockholders shall elect a full board of directors, which board shall then elect such officers as are provided by law, by the articles of incorporation or the bylaws to conduct and carry on the business of the corporation.