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Chapter 77:02 - Caribbean Investment Corporation

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L.R.O. 1/ 2012
LAWS OF GUYANA
CARIBBEAN INVESTMENT CORPORATION ACT
CHAPTER 77:02
Act
23 of 1973






(inclusive) by L.R.O.
Pages Authorised
Current Authorised Pages
1 – 37 ... 1/2012
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Note
on
Subsidiary Legislation
This Chapter contains no subsidiary legislation.

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CHAPTER 77:02
CARIBBEAN INVESTMENT CORPORATION ACT
ARRANGEMENT OF SECTIONS
SECTION
1. Short title.
2. Interpretation.
3. Financial provisions.
4. Local investment requirements of certain members of the
Corporation.
5. Certain provisions of the Agreement to have the force of law.
6. Certificate of Minister conclusive as to contents.
7. Amendment of the Schedule.
8. Restriction on the use of the name of the Corporation.
9. Regulations.
SCHEDULE—Agreement establishing the Caribbean Investment
Corporation.
__________________________
23 of 1973 An Act to provide for the implementation by Guyana of
the Agreement establishing the Caribbean Investment
Corporation and for purposes connected therewith.
[31ST DECEMBER, 1973]
Short title.
Interpretation.
Schedule.

1. This Act may be cited as the Caribbean Investment
Corporation Act.
2. (1) In this Act—
“Agreement” means the Agreement for the establishment
of the Caribbean Investment Corporation set out in the
Schedule;
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Financial
provisions.

Local
investment
requirements of
certain
members of the
Corporation.
Certain
provisions of
the Agreement
to have the
force of law.
Certificate of
Minister
conclusive as to
contents.

Amendment of
the Schedule.
“Corporation” means the Caribbean Investment Corporation
established by the Agreement;
“Minister” means the Minister responsible for finance.
(2) The reference in Article 30 of the Agreement to
the effect that the Corporation shall possess full juridical
personality shall be construed as meaning that the
Corporation is a body corporate.
3. (1) All sums required to be paid by the Government
for the purpose of meeting the obligations of Guyana under
the Agreement are charged on the Consolidated Fund.
(2) Any moneys received by the Government from
the Corporation shall be paid into the Consolidated Fund.
4. Notwithstanding any other law, any investment in
the Corporation by a member of the Corporation within the
meaning of paragraph 2(c) of Article 4 of the Agreement shall
be deemed to form part of the assets required by law to be
maintained by that member as investments in Guyana.
5. Paragraph 1 of Article 8 and Articles 30 to 36
(inclusive) of the Agreement shall have the force of law in
Guyana.
6. If in any proceedings a question arises as to the
entitlement of the Corporation or any other person to any
immunities or privileges under this Act, a certificate issued by
or under the authority of the Minister to the effect that the
Corporation or other person is or is not entitled shall be
conclusive evidence of the fact.
7. (1) Where Guyana becomes a party to any
agreement to amend the Agreement the Minister may, by
order, amend the Schedule by including therein the
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Restriction on
the use of the
name of the
Corporation.

Regulations.

amendment.
(2) An order made under subsection (1) may
contain such consequential, supplemental or ancillary
provisions (including provisions amending this Act) as
appear to the Minister to be necessary or expedient for the
purpose of giving due effect to the amendment of the
Agreement as mentioned aforesaid.
(3) Where the Agreement in the Schedule is
amended pursuant to this section any reference in this Act or
any other instrument to the Agreement shall, unless the
context otherwise requires, be construed as a reference to the
Agreement as so amended.
(4) Every order made under this section shall be
subject to negative resolution.
8. (1) Except with the consent of the Minister, no
person shall use the name of the Caribbean Investment
Corporation or any name as nearly resembling it as to be
likely to deceive, in connection with any trade or business.
(2) Every person who contravenes subsection (1) is
liable on summary conviction to a fine of five
thousand dollars and imprisonment for twelve months.
9. The Minister may make regulations which he
considers necessary for giving effect to the provisions of this
Act.
__________________

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ss. 2, 7.
SCHEDULE
AGREEMENT ESTABLISHING
THE CARIBBEAN INVESTMENT
CORPORATION
CONTENTS
PREAMBLE
CHAPTER I ESTABLISHMENT OF THE CORPORATION
ARTICLE
1. The Corporation established.
2. Membership.
3. Functions and powers.
4. Definitions.
CHAPTER II
CAPITAL, CONTRIBUTIONS AND RESOURCES
5. Authorised capital.
6. Issue and subscription of shares.
7. Payment for initial issue of shares.
8. Transfer of shares and related matters.
9. Financial resources.
10. Use of financial resources.
CHAPTER III
11. Operating principles.
CHAPTER IV
POWERS AND MANAGEMENT
12. Borrowing and other specific powers.
13. Management.
14. Composition of Board of Governors.
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ARTICLE
15. Powers of Board of Governors.
16. Procedure of Board of Governors.
17. Composition of Board of Directors.
18. Disqualification of Directors.
19. Chairman of Board of Directors.
20. Functions of Board of Directors.
21. Procedure of Board of Directors.
CHAPTER V
OFFICE AND REPORTS
22. Office.
23. Seal.
24. Reports.
CHAPTER VI
ALLOCATION OF NET INCOME
25. Allocation of net income.
CHAPTER VII
SUSPENSION AND WITHDRAWAL OF MEMBERSHIP
26. Suspension of membership.
CHAPTER VIII
TERMINATION OF OPERATIONS, LIABILITY OF
MEMBERS, DISTRIBUTION OF ASSETS
27. Suspension and termination of operations.
28. Liability of members on termination.
29. Distribution of assets on termination.
CHAPTER IX
STATUS, IMMUNITIES, EXEMPTION AND PRIVILEGES
30. Legal status.
31. Legal proceedings.
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ARTICLE
32. Freedom of assets from restrictions.
33. Immunities and privileges of personnel
34. Exemptions.
35. Implementation.
36. Waiver of immunities, exemptions and privileges.
CHAPTER X
AMENDMENT AND ARBITRATION
37. Amendments.
38. Arbitration.
CHAPTER XI
SIGNATURE, DEPOSIT AND ENTRY INTO FORCE
39. Signature and deposit.
40. Reservations.
41. Entry into force.
42. Accession.
43. Inaugural meeting.
ANNEX PART A PART B
AGREEMENT ESTABLISHING
THE CARIBBEAN INVESTMENT
CORPORATION
THE CONTRACTING PARTIES
RECOGNISING the urgent need for a more balanced
approach to the distribution of benefits accruing from the
Caribbean Free Trade Area;
BEARING IN MIND regional commitments to
introduce measures for promoting industrial development
and agro-based industries in the Less Developed Countries;
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NOTING that the proposals contained in the
report of the Industrial Location Task Force for action by the
Less Developed Countries in promoting their industrial
development are acceptable to those countries;
HAVE AGREED as follows—
ARTICLES OF AGREEMENT
CHAPTER I
ESTABLISHMENT OF THE CORPORATION
ARTICLE 1 THE CORPORATION ESTABLISHED
By this Agreement the Contracting Parties establish a
Caribbean Investment Corporation (hereinafter referred to as
“the Corporation”) having the membership, powers and
functions hereinafter specified.
ARTICLE 2
MEMBERSHIP
1. Membership of the Corporation shall be open to—
(a) the States listed in Part A of the Annex
to this Agreement which shall form an
integral part thereof;
(b) any other State of the Caribbean Region
which becomes a member of the Caribbean
Community; and
(c) residents of States that become Members
of the Corporation.

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2. The States referred to in paragraph l(a) of this
Article the Governments of which sign this Agreement in
accordance with Article 39 shall become Members of the
Corporation.
The States mentioned in paragraph l(b) of this
Article the Governments of which accede to this Agreement
in accordance with Article 42 thereof shall become members
of the Corporation.
3. Residents of States that are Members of the
Corporation may be admitted to membership on such terms
and conditions as the Board of Governors may determine.
ARTICLE 3
FUNCTIONS AND POWERS
1. The function of the Corporation shall be to
ensure the promotion of the industrial development including
the development of agro-based industries and of integrated
agricultural and industrial complexes of the Less Developed
Countries that are members of the Corporation and which:
(a) prior to the 1st May, 1974 have signed the
Accord done at Georgetown, Guyana on the
13th day of April, 1973; and
(b) on or after the 1st May, 1974 are Members of
the Caribbean Common Market.
2. For the purpose of performing this function the
Corporation is hereby empowered to—
(a) make equity investment in industrial
enterprises in the Less Developed Countries;
(b) dispose of its equity investments within the
Region in order to replenish its financial
resources;
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(c) guarantee suppliers’ credits;
(d) administer, manage and account for its
financial resources;
(e) provide the technical assistance where
necessary for the preparation and analysis of
projects to be financed, and do all such other
acts that may be necessary or incidental to
the achievements of its purposes and the
exercise of its functions.
ARTICLE 4
DEFINTIONS
1. For the purpose of this Agreement the following
expressions shall, unless the context otherwise require, have
the meaning herein provided: “More Developed Country”
means Barbados, Guyana, Jamaica, Trinidad and Tobago,
and “Less Developed Country” means any other State listed in Part A of the Annex which is a Member of the Corporation
provided that the Board of Governors may from time to time
decide to alter any designation as to them may seem fit.
2. “Residents” for the purpose of this agreement
means—

(a) a citizen of any State that is a Member
of the Corporation; or
(b) a person who has a connection with such a
State of any kind which entitles him to be
regarded as belonging to, or, if it be so
expressed, as being a native or resident of
the State for the purposes of such laws
thereof relating to immigration as are for the
time being in force; or
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(c) a company or other legal entity which in the
opinion of the Board of Governors carries on
business in a State that is a member of the
Corporation provided that such Company
or other legal entity has a registered office
and carries on substantial activity within
such a State.
CHAPTER II
CAPITAL, CONTRIBUTIONS AND RESOURCES
ARTICLE 5
AUTHORISED CAPITAL
1. The authorised capital stock of the Corporation
shall be the equivalent of fifteen million Eastern Caribbean
dollars of the weight and fineness of gold in effect on 1st May,
1973. The authorised capital stock shall be divided into one
hundred and fifty thousand shares with a par value of one
hundred dollars each, and shall be available for subscription
by members in accordance with the provisions of Article 6 of
this Agreement.
2. The authorised capital stock may be increased by
the Board of Governors at such times and on such terms and
conditions as it may determine by a vote of not less than
fourteen Governors.
ARTICLE 6
ISSUE AND SUBSCRIPTION OF SHARES
1. Each member shall subscribe to shares of the capital
stock of the Corporation in accordance with Part A of the
Annex. Within one month of the entry into force of this
Agreement the Corporation shall make an initial issue of
shares of the aggregate value of EC $5 million which shall be
subscribed in the manner set out in paragraph 2 of this
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Article.
2. The initial issue of shares shall be subscribed by the
Members of the Corporation in the proportions given in Part
B of the Annex and shall be paid for as specified in Article 7
of this Agreement.
3. Upon any subsequent issue of shares up the
amount of the capital stock specified in paragraph I of Article
5 of this Agreement each State which is a member shall
subscribe in the proportions specified in Part A of the Annex
on such terms and conditions as the Board of Governors may
determine, such a number of shares as bears the same ratio to
the issue as the shares held by it bear to the total issued stock
of the Corporation immediately before such issue.
4. Shares initially subscribed by members during the
first five years of the establishment of the Corporation shall be
issued at par. Other shares shall be issued at such value as the
Board of Governors may decide.
5. Liability of the members shall be limited to the
unpaid portion of their issue price.
6. Except as provided in paragraph 5 of this Article,
no member shall be liable, by reason only of its membership
for obligations of the Corporation.
ARTICLE 7
PAYMENT FOR INITIAL ISSUE OF SHARES
Shares subscribed in accordance with paragraph 2 of
Article 6 of this Agreement shall be paid for in five equal
instalments. The first instalment shall be paid on allotment
and thereafter one instalment shall be paid in each of the next
four succeeding years.
ARTICLE 8
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TRANSFER OF SHARES AND RELATED MATTERS
1. Subject to such conditions as the Board of
Governors may impose any member referred to in paragraph
l(c) of Article 2 of this Agreement may transfer all or any of its
shares.
2. The Board of Governors may decline to register the
transfer of a share to a person of whom it does not approve,
and it may also decline to register the transfer of a share on
which the Corporation has a lien.
3. No member of the Corporation referred to in
paragraph l(a) and (b) of Article 2 of this Agreement shall
transfer its shares in the Corporation.
ARTICLE 9
FINANCIAL RESOURCES
The resources of the Corporation shall consist of—
(a) the authorised capital stock of the
Corporation subscribed pursuant to Article
6;
(b) funds borrowed by the Corporations;
(c) funds received in repayment of loans or
from guarantees or from the sale of
securities acquired by it;
(d) any other funds or income received by the
Corporation.
ARTICLE 10
USE OF FINANCIAL RESOURCES
The financial resources of the Corporation shall be
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used exclusively to further the purpose for which it is
established and to carry out its functions in accordance with
this Agreement.
CHAPTER III
OPERATING PRINCIPLES
ARTICLE 11
1. In the performance of its functions the Corporation
shall invest in projects which are financially viable, due
regard being paid to two other important criteria:
(a) the ability of the projects in which it invests
to promote further industrial and economic
development in the economy of the Less
Developed Country concerned; and
(b) the creation of employment opportunities in
the Less Developed Country concerned.
2. In financing industrial development projects, the
Corporation shall, as far as practicable, associate with the
local capital of the Less Developed Countries of the Region
and, with joint ventures of the Less Developed Countries and
the More Developed Countries.
3. In the disposal of its equity investment, the
Corporation shall, as far as practicable, seek to make available
such equity to individuals and bodies in the Less Developed
Countries in order to increase their participation in industries
located in their territories.

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CHAPTER IV
POWERS AND MANAGEMENT
ARTICLE 12 BORROWING AND OTHER SPECIFIC POWERS
In addition to any other powers conferred on the
Corporation by this Agreement for the purpose of
exercising its functions the Corporation shall have power
to—
(a) borrow money (whether by way of
debentures or otherwise) for the purpose
for which it is established;
(b) advance money by way of loans on such
terms and conditions as it thinks necessary;
(c) invest or deposit in any State that is a
member of the Corporation any of its
resources not needed in its operations.
ARTICLE 13
MANAGEMENT
The Corporation shall have a Board of Governors, a
Board of Directors and such staff as is necessary for the
exercise of its functions.
ARTICLE 14
COMPOSITION OF BOARD OF GOVERNORS
1. The Board of Governors shall consist of the
following persons—
(a) Minister of Government appointed as a
Governor by each of the Member States;

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(b) four governors representing residents
who are members of the Corporation and
who shall be appointed by the Caribbean
Association of Industry and Commerce
provided that two of them shall be selected
from the Less Developed Countries who are
members of the Corporation.
2. Each governor shall have an alternate who shall be
appointed in like manner as the governor.

3. Each governor and each alternate may be appointed
for a period not exceeding three years but may be
reappointed. Each governor and each alternate shall serve at
the pleasure of the body appointing them. Each governor or
his alternate shall have one vote at meetings of the Board of
Governors.
4. The Chairman of the Board shall be elected from
among the governors selected from the Less Developed
Countries. He shall hold office for a term of one year and shall
be eligible for re-selection. The Chairman shall have both an
original and a casting vote.
5. The Chairman shall preside at all meetings of the
Board of Governors but in the event of his absence or his
inability to preside, the governors present and constituting a
quorum shall elect from among themselves a governor
selected from the Less Developed Countries to preside at that
meeting.
6. Governors and alternates shall serve as such
without remuneration from the Corporation, but the
Corporation may pay them for reasonable expenses incurred
in attending meetings.

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ARTICLE 15
POWERS OF BOARD OF GOVERNORS
1. All the functions and powers of the Corporation,
except the power to make equity investments, guarantee
loans and advance money by way of loans and appoint staff
of the Corporation, shall be vested in the Board of Governors.
2. The Board of Governors may delegate to the Board
of Directors all or any of its powers, except the power to—
(a) admit new members referred to in
paragraph l(b) of Article 2 of this Agreement
and determine the terms and conditions of
their admission;
(b) increase the authorised capital stock of
the Corporation;
(c) suspend a member;
(d) subject to paragraph 3 Article 6 of this
Agreement, determine the period over
which and the manner in which additional
issues of the authorised capital shall be
made;
(e) take decisions for the amendment of this
Agreement;
(f) decide to terminate the operations of the
Corporation and to determine its assets;
(g) determine the remuneration of the directors
and their alternates;
(h) determine the reserves and the distribution
of the net profits of the Corporation;
(i) approve the statement of accounts of the
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Corporation after reviewing the report of the
Board of Directors;
(j) exercise any other powers that are expressly
assigned to the Board of Governors in this
Agreement.
3. The Board of Governors shall retain full power to
exercise authority over any matter delegated to the Board of
Directors under paragraph 2 and may give general policy
directions on any matter within the competence of the Board
of Directors.
ARTICLE 16
PROCEDURE OF BOARD OF GOVERNORS
1. The Board of Governors shall hold an annual
meeting and such other meetings as may be called by the
Chairman or by the Board of Directors. The Board of
Directors shall call a meeting of the Board of Governors
whenever requested by a majority of the members of the
Corporation.
2. The quorum for any meeting of the Board of
Governors shall not be less than ten governors of whom—
(a) at least two of the governors are
representatives of the More Developed
Countries;

(b) at least two of the governors are
representatives of the members admitted to
the membership under paragraph l(c) of
Article 2 of this Agreement; and
(c) at least four of the governors are
representatives of the less Developed
Countries.
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3. The Board of Governors may by regulation
establish a procedure whereby the Board of Directors
may, when the latter considers it advisable, obtain a vote of
the governors on a specific question without calling a meeting
of the Board of Governors.
4. The Board of Governors may—
(a) establish such subsidiary bodies as it may
consider necessary in the exercise of its
powers under this Agreement;
(b) regulate the procedure to be adopted in the
conduct of its meetings;
(c) make regulations for conducting the affairs
of the Corporation.
ARTICLE 17
COMPOSITION OF BOARD OF DIRECTORS
1. The Board of Directors shall consist of the following
persons—
(a) a representative appointed by each of the
governments of the More Developed
Countries;
(b) two representatives of the Less Developed
Countries appointed by the governments
thereof; and
(c) four representatives who are residents
admitted to membership under paragraph
l(c) of Article 2, of this Agreement
appointed by the Caribbean Association
of Industry and Commerce, provided that
two of them shall be selected from the Less
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Developed Countries.
2. (a) Subject to sub-paragraph (b) and (c) of this
paragraph a director shall hold office for a term of three years
and shall be eligible for re-appointment; he shall continue in
office until his successor has assumed office.
(b) If the office of a director becomes vacant before
the expiration of his term of office, a new director shall be
appointed to fill the vacancy and shall not hold office for the
unexpired portion of the term of office of his predecessor;
(c) The appointment of a director may at any time
be revoked by the authority responsible for such appointment
under paragraph 1 of this Article.
3. Each director shall have an alternate who shall, in
the case of the director appointed under paragraph l(a) or
(b) of this Article be appointed in like manner as the
director and, in the case of a director appointed under
paragraph l(c) of this Article be appointed by the Director.
4. The alternate to a director selected from the
LDCs under paragraph l(c) hereof shall also be from LDCs.
ARTICLE 18
DISQUALIFICATION OF DIRECTORS
1. No person shall be eligible to be a director who is—
(a) a member of the Board of Governors; or
(b) a member of the Legislature of any of the
States which are members of the
Corporation; or
(c) an employee of the Corporation.
2. The office of a director appointed under paragraph
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l(c) of Article 17 of this Agreement shall be deemed to be
vacated if the director—
(a) assumes any of the offices mentioned in
paragraph 1 of this Article;
(b) becomes bankrupt or makes any
arrangement or composition with his
creditors generally;
(c) becomes of unsound mind;
(d) resigns his office by notice in writing to
the Corporation;
(e) is no longer a member of the Corporation.
In any such case, the provisions of paragraph 2(b) of
Article 17 shall apply.
ARTICLE 19
CHAIRMAN OF BOARD OF DIRECTORS
1. The Chairman of the Board of Directors shall be
selected by the Board from among its members and shall be
one of the directors appointed from the Less Developed
Countries.
2. The Chairman shall preside at all meetings of the
Board of Directors, but in the event of his absence or his
inability to preside, the directors present and forming a
quorum shall select from among themselves a director
appointed from any of the Less Developed Countries to
preside at that meeting.
ARTICLE 20
FUNCTIONS OF BOARD OF DIRECTORS
Subject to the general policy directions of the Board of
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Governors, the Board of Directors shall be responsible for the
direction of the operations of the Corporation and for this
purpose, shall, in addition to the powers expressly assigned
to it in this Agreement and those powers delegated to it by
the Board of Governors, have the final authority to—
(a) prepare the work of the Board of Governors;
(b) take decisions relating to investments in
equity capital, borrowing by the
Corporation, guarantees and technical
assistance;
(c) submit to the Board of Governors at
each annual meeting the accounts for each
financial year;
(d) approve the budget of the Corporation;
(e) advance money by way of loans; and
(f) appoint such staff as may be necessary for
the purposes of carrying out this
Agreement.
ARTICLE 21
PROCEDURE OF BOARD OF DIRECTORS
1. The Board of Directors shall meet at least four times
in each year and at such times and places as may be necessary
for the efficient performance of its functions.
2. A special meeting may be called by the Board of
Directors at any time at the written request of the majority of
the total membership of the Board of Directors.
3. The Board may regulate the procedure to be
adopted in the conduct of its meetings.
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4. Director or his alternate shall during deliberations
on any matter in which he has a pecuniary interest either
directly or indirectly declare such interest.
5. Six members of the Board of Directors shall
constitute a quorum: Provided that three members of
the quorum shall be respectively—
(a) a representative of a More Developed
Country;
(b) a representative of a Less Developed
Country; and
(c) a representative of the members
admitted to membership under paragraph
l(c) of Article 2 of this Agreement.
6. Each member of the Board of Directors shall have
one vote. The Chairman shall have a casting vote.
7. All acts done by any meeting of the directors or of a
committee of directors or by any person acting as a director
shall notwithstanding that it be afterwards discovered that
there was some defect in the appointment of any such
director or person acting as aforesaid, or that they or any of
them were disqualified, be as valid as if every such person
had been duly appointed and was qualified to be a director.
CHAPTER V
OFFICE AND REPORTS
ARTICLE 22 OFFICE
1. The principal office of the Corporation shall be
located in the territory of such Less Developed Country as the
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Board of Governors may determine. The Corporation may,
however, establish branch offices in any other part of the
Region.
2. The Corporation shall keep at its principal office
such registers as are required by the laws of the State in which
it is located.
ARTICLE 23
SEAL
1. The Corporation shall have an official seal.
2. The directors shall provide for the safe custody of
the seal which shall only be used by the authority of the
directors and any instrument to which the seal is affixed
shall be signed by a director and countersigned by the
Secretary of the Corporation or by some other duly
authorised person.
ARTICLE 24
REPORTS
1. The Board of Directors shall transmit to the Board
of Governors an annual report of its operations together with
an audited statement of its accounts.
2. The accounts of the Corporation shall be
audited by independent auditors to be selected by the Board
of Governors.
CHAPTER VI
ALLOCATION OF NET INCOME
ARTICLE 25 ALLOCATION OF NET INCOME
1. The Board of Governors shall, on the
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recommendations of the Board of Directors, determine at least
annually the disposition of the net income of the Corporation
resulting from its operations and what portion thereof, if any,
shall be allocated after making provision for reserves or other
purposes, to surplus, and what portion, if any, shall be
reinvested or distributed among members of the Corporation.
2. Any distribution of net income under paragraph 1
shall be made to each member in such manner and
currency as the Board of Governors may determine.
CHAPTER VII
SUSPENSION AND WITHDRAWAL OF MEMBERSHIP
ARTICLE 26 SUSPENSION OF MEMBERSHIP
1. The Board of Governors may by a vote of not less
than fourteen governors suspend from membership for a
period not exceeding one year any member who fails or
refuses to fulfil any of its obligations or discharge any of its
liabilities under this Agreement. The member concerned shall
not be entitled to exercise a vote in this connection.
2. A suspended member shall not be entitled to
exercise any rights under this Agreement, except the right to
withdraw its membership, but shall be subject to all its
obligations and liabilities.
3. A suspended member shall automatically cease to
be a member of the Corporation if, at the expiration of the
period of suspension, the member has failed or refused to
fulfil any obligation or discharge any liability in respect of
which the member was suspended.
4. Notwithstanding the foregoing paragraphs of this
Article a suspended member may before the expiration of the
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period of suspension be allowed to exercise any rights under
this Agreement if the Board of Governors so decides.
5. The Board of Governors shall determine the
disposition of the shares of any member who ceases to be a
member of the Corporation by the operation of paragraph 3 of
this Article.
6. The provisions of this Article shall not apply to
members mentioned in paragraph l(c) of Article 2 of this
Agreement.
CHAPTER VIII
TERMINATION OF OPERATIONS, LIABILITY OF
MEMBERS, DISTRIBUTION OF ASSETS
ARTICLE 27 SUSPENSION AND TERMINATION OF OPERATIONS
1. In an emergency, the Board of Directors may
temporarily suspend operations in respect of new loans and
guarantees, pending an opportunity for further consideration
and action by the Board of Governors.
2. The Corporation may terminate its operations by a
resolution of the Board of Governors approved by a vote of
not less than fourteen governors and after such termination
the Corporation shall cease to exercise all functions and
powers except those that are necessary or incidental to the
realisation and preservation of its assets and the fulfilment of
its outstanding obligations.
ARTICLE 28
LIABILITY OF MEMBERS ON TERMINATION
In the event that the Corporation terminates its
operations, the liability of all members for uncalled
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subscriptions to the authorised capital stock of the
Corporation shall continue until all claims of creditors have
been discharged.
ARTICLE 29
DISTRIBUTION OF ASSETS ON TERMINATION
1. In the event that the Corporation terminates its
operations, there shall be no distribution of assets among
members until—
(a) all claims of creditors have been discharged,
and if necessary on pro rata distribution
among them;
(b) members have fulfilled all their obligations
to the Corporation; and
(c) the Board of Governors has made an
evaluation of the assets to be distributed
among members.
2. Any distribution of the assets of the Corporation to
the members shall be in proportion to the contribution of the
member to the issue of the authorised capital stock of the
Corporation and shall be effected at such times and under
such conditions as the Board of Governors deems fair and
equitable.
CHAPTER IX
STATUS, IMMUNITIES, EXEMPTIONS AND PRIVILEGES
ARTICLE 30 LEGAL STATUS
1. The Corporation shall possess full juridical
personality and, in particular, full capacity to—

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(a) enter into agreement;
(b) acquire and dispose of property, whether
movable or immovable; and
(c) institute legal proceedings.
ARTICLE 31
LEGAL PROCEEDINGS
1. Legal proceedings may be instituted against the
Corporation in any court of competent jurisdiction in the
Territory of a State which is a member of the Corporation
where—
(a) the cause of action arose; or
(b) the Corporation has its principal office or a
branch office.
In any other case such proceedings may be instituted
against the Corporation in any such court in the country
where it has appointed an agent for the purpose of accepting
service or notice of process.
2. Service upon the Corporation of any document
shall be effected by delivering or sending it by registered post
to its principal office or any branch office.
ARTICLE 32
FREEDOM OF ASSETS FROM RESTRICTION
To the extent necessary to carry out its purpose and
functions effectively and subject to the provisions of this
Agreement, the Corporation—
(a) may hold assets of any kind and operate
accounts in any currency; and
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(b) shall be free to transfer its assets from one
country to another or within any country
and to convert any currency held by it into
any other currency, without being restricted
by financial controls, regulations or
moratoria of any kind.
ARTICLE 33
IMMUNITIES AND PRIVILEGES OF PERSONNEL
1. The Governors, Directors, alternates, officials and
staff of, and experts performing missions for, the Corporation
shall be immune from legal process with respect to acts done
by them in their official capacity.
2. Persons referred to in paragraph 1 of this Article
who are not nationals shall—
(a) enjoy immunity from national service
obligations;
(b) have the right to repatriate funds derived
from income earned in the service of the
Corporation;
(c) be immune, together with their families
forming part of their household, from
immigration restrictions, and alien
registration;
(d) be given, together with their families
forming part of their household, the same
repatriation facilities and right to protection
as are accorded to members of
diplomatic missions in time of international
crisis.

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ARTICLE 34
EXEMPTIONS
1. The Corporation, its assets and operations and
transactions, shall be exempt from all direct taxation and no
customs duties nor charge of equivalent effect shall be paid
on articles imported for its official use.
2. Notwithstanding the provisions of paragraph 1 of
this Article, the Corporation shall not be entitled to exemption
from taxes which are no more than charges for public utility
services.
3. Subject to paragraph 4 hereof, dividends and other
distributions made by the Corporation or a distribution of
such dividends or distributions made by a recipient thereof
shall be exempt from income tax in the hands of a recipient.
4. Where the recipient is not resident in any Member
State the exemption in paragraph 3 shall apply to so much
only of the tax as exceeds his tax liability on such dividends
or other distributions in his country of residence.
ARTICLE 35
IMPLEMENTATION
Each member, referred to in paragraph l(a) and l(b) of
Article 2 of this Agreement shall inform the Corporation of
the action taken to implement the provisions of this Chapter
in its territory.
ARTICLE 36
WAIVER OF IMMUNITIES, EXEMPTIONS AND
PRIVILEGES
Except as provided for in paragraph 2 of Article
34 of this Agreement, the chief executive officer of the
Corporation (by whatever name called) shall have the right
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and the duty to waive any immunity, exemption or privilege
in respect of any other member of the staff of the Corporation,
or any expert performing a mission for, the Corporation
where, in his opinion, the immunity, exemption or
privilege would impede the course of justice and can be
waived without prejudice to the interests of the Corporation.

In similar circumstances and under the same
conditions the Board of Directors shall have the right and
duty to waive any immunity, exemption or privileges
respecting the chief executive officer.
CHAPTER X
AMENDMENT AND ARBITRATION
ARTICLE 37 AMENDMENTS
1. This Agreement may be amended by the
Contracting Parties upon a decision for the purpose of the
Board of Governors by a vote of not less than fourteen of the
governors.
2. Any proposal to amend this Agreement shall be
addressed to the Chairman of the Board of Governors who
shall submit a copy of the proposed amendment to each
member prior to its being submitted to the Board. If the
amendment is adopted, the Corporation shall certify it in a
formal communication addressed to each member.
3. The Contracting Parties shall notify the Secretary-
General of the Commonwealth Caribbean Regional
Secretariat (hereinafter referred to as the “Secretary-
General”) in writing of their acceptance of the amendment.

The amendment shall become effective at the
expiration of three (3) months after the date of a
formal communication by the Secretary-General to all
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members of the Corporation notifying acceptance of the
amendment by the Contracting Parties.
ARTICLE 38
ARBITRATION
1. If a dispute arises—
(a) between the Corporation and a member
who ceases to be a member;
(b) between the Corporation and a member
consequent upon the adoption of a
resolution to terminate the operations of the
Corporation,
such dispute shall, at the written request of either party, be
submitted to arbitration by a tribunal consisting of three
arbitrators.
2. Each party to the dispute shall appoint an arbitrator
and the third, who shall be the president of the tribunal, shall
be appointed by the two arbitrators previously appointed.
3. If within thirty days of the request for arbitration,
either party fails to appoint an arbitrator, or, if within
fifteen days of the appointment of the two arbitrators, the
president has not been appointed, either party may request
the Secretary-General to appoint an arbitrator.
4. The arbitrator shall determine the procedure to be
adopted in arbitration disputes; however, the president shall
be empowered to settle all questions of procedure in any case
of disagreement with respect thereto.
CHAPTER XI
SIGNATURE, DEPOSIT AND ENTRY INTO FORCE
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ARTICLE 39 SIGNATURE AND DEPOSIT
1. This Agreement shall be deposited with the
Secretary-General and shall remain open for signature by the
States listed in Part A of the Annex.
ARTICLE 40 RESERVATIONS
Any State referred to in paragraph l(a) or l(b) of
Article 2 of this Agreement may upon signature enter a
reservation to paragraph 1 of Article 34 of this Agreement in
relation to a civil action arising out of an accident caused by a
motor vehicle used by any of the persons mentioned therein
in the performance of any duties relating to the Corporation.
ARTICLE 41 ENTRY INTO FORCE
This Agreement shall enter into force upon the
signature of any ten of the States listed in Part A of the Annex.
ARTICLE 42 ACCESSION
After the entry into force of this Agreement any other
of the States listed in paragraph l(a) or l(b) of Article 2 of this
Agreement may become Parties to this Agreement by
notifying the Secretary-General in writing of their intention to
be bound thereby. Such notifications shall take effect from
the date of its receipt by the Secretary-General.
ARTICLE 43 INAUGURAL MEETING
As soon as this Agreement enters into force, the
Governors representing the States listed in Part A of the
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Annex who are parties hereto shall be appointed and the
Secretary-General shall summon the inaugural meeting of the
Board of Governors.
IN WITNESS WHEREOF the undersigned
plenipotentiaries, being duly authorised thereto by their
respective Governments have signed the present Agreement.
Done at Georgetown, Guyana.
Signed by
for ANTIGUA on
Signed by GEORGE C. R. MOE
For BARBADOS on 13th June 1973 at Barbados
Signed by GEORGE PRICE
For BELIZE on August 28, 1973
at Port of Spain, Trinidad & Tobago
Signed by RONALD O. P. ARMOUR
For DOMINICA on 5th July 1973 at Port of Spain, Trinidad
& Tobago.
Signed by DEREK KNIGHT
For GRENADA on 5th July, 1973
at Port of Spain, Trinidad & Tobago
Signed by F. E. HOPE
For GUYANA on 1st June, 1973 at Georgetown, Guyana
Signed by PERCIVAL J. PATTERSON
For JAMAICA on 26th June, 1973 at Kingston, Jamaica
Signed by
For MONTSERRAT on
Signed by C. A. PAUL SOUTHWELL
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For ST. KITTS-NEVIS-ANGUILLA on 7th June, 1973
at Castries, St. Lucia
Signed by JOHN COMPTON
For ST. LUCIA on 7th June, 1973 at Castries, St. Lucia
Signed by J. M. MITCHELL
For ST. VINCENT on 7th June, 1973 at Castries, St. Lucia
Signed by GEO. M. CHAMBERS
For TRINIDAD AND TOBAGO on 5th June, 1973 at
Port of Spain.
ANNEX
PART A
States and Territories and
Other Members of the
Corporation
Number
of Shares

Proportions
Jamaica................................ 33,750 ................. .225
Trinidad and Tobago........ 33,750 ................. .225
Guyana............................... 6,750 ................. .045
Barbados............................. 6,750 ................. .045
Antigua
Belize
Dominica
Grenada
9,000
............... .060
Montserrat
St. Kitts-Nevis-Anguilla
St. Lucia
St. Vincent

Members admitted to
membership under para-
graph 1 (c) of Article 2.....
60,000
.
.................
.400
Total 150,000 ................. 1.000

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PART B
States and Territories and Other Members of the
Corporation
Number of
Shares
Jamaica................................................................. 11,250
Trinidad and Tobago......................................... 11,250
Guyana................................................................. 2,250
Barbados.............................................................. 2,250
Antigua
Belize
Dominica
Grenada .................................
Montserrat
3,000
St. Kitts-Nevis-Anguilla
St. Lucia
St. Vincent

Members admitted to membership under
paragraph 1 (c) of Article 2........................................ 20,000
Total.......................................... 50,000
____________________