ACT
(Acts 40 of 1999, 14 of 2002, 29 of 2003, 43 of 2006, 13 of 2012, 17 of 2016, 25 of 2016, 3 of 2017, 13 of 2018, 2 of 2019, 17 of 2019 and 2 of 2022)
Act 40 of 1999 .. in force 26 January 2000 (S.I. 5/2000)
Amended by Act 14 of 2002 .. in force 19 September 2002
Amended by Act 29 of 2003 .. in force 12 January 2004
Amended by Act 43 of 2006 .. in force 27 November 2006
Amended by Act 13 of 2012 .. in force 22 October 2012
Amended by Act 8 of 2015 .. in force 10 August 2015
Amended by Act 17 of 2016 .. in force 17 May 2016
Amended by Act 25 of 2016 .. in force 29 December 2016
Amended by Act 3 of 2017 .. in force 18 April 2017
Amended by Act 13 of 2018 .. in force 12 December 2018
Amended by Act 2 of 2019 .. in force 11 February 2019
Amended by Act 17 of 2019 .. in force 3 July 2019
Amended by Act 2 of 2022 .. in force 21 February 2022
ARRANGEMENT OF SECTIONS
PART 1
SHORT TITLE AND INTERPRETATION
| 1. | Short title |
| 2. | Interpretation |
PART 1A
MONITORING OF COMPLIANCE
| 2A. | Function of the Minister |
| 2B. | Delegation of functions |
| 2C. | Power to require the production of information |
| 2D. | Power to enter premises to obtain information |
PART 2
REGISTRATION AND CONSTITUTION OF COMPANIES
| 3. | Business purposes |
| 4. | Application for Registration |
| 5. | Registration |
| 5A. | Companies registered from the 1st day of January, 2019 |
| 5B. | Liability to pay income tax as a resident |
| 6. | Certificate of incorporation |
| 7. | Memorandum |
| 8. | Articles |
| 9. | Amendment of memorandum or articles |
| 10. | Name |
| 11. | Annual fee |
| 12. | Prohibitions |
| 13. | Penalty |
| 14. | Powers |
| 15. | Validity of acts of company |
| 16. | Personal liability |
PART 3
CAPITAL AND DIVIDENDS
| 17. | Consideration for shares |
| 18. | Kind of consideration for shares |
| 19. | Amount of consideration for shares |
| 20. | Fractional shares |
| 21. | Authorised capital in several currencies |
| 22. | Capital and surplus accounts |
| 23. | Dividend of shares |
| 24. | Increase or reduction of authorised capital |
| 25. | Division and combination |
| 26. | Nature of shares |
| 27. | Share certificates |
| 28. | Share register and register of beneficial owner |
| 29. | Rectification of share register |
| 30. | Transfer of registered shares |
| 31. | Transfer of registered shares of deceased, incompetent or bankrupt |
| 32. | Seizure |
| 33. | Acquisition of own shares |
| 34. | Treasury shares disabled |
| 35. | Increase or reduction of capital |
| 36. | Dividends |
| 37. | Appreciation of assets |
PART 4
REGISTERED OFFICE AND REGISTERED AGENT
| 38. | Registered office |
| 39. | Registered agent |
| 40. | Resignation of registered agent |
| 41. | Change of registered office or registered agent |
PART 5
DIRECTORS, OFFICERS, AGENTS AND LIQUIDATORS
| 42. | Management by directors |
| 43. | Election, term and removal of directors |
| 44. | Number of directors |
| 45. | Powers of directors |
| 46. | Emoluments of directors |
| 47. | Committees of directors |
| 48. | Meetings of directors |
| 49. | Notice of meetings of directors |
| 50. | Quorum for meetings of directors |
| 51. | Consents of directors |
| 52. | Alternates for directors |
| 53. | Officers and agents |
| 54. | Standard of care |
| 55. | Reliance on records and reports |
| 56. | Conflicts of interest |
| 57. | Indemnification |
| 58. | Insurance |
PART 6
PROTECTION OF MEMBERS AND CREDITORS
| 59. | Meetings of members |
| 60. | Notice of meetings of members |
| 61. | Quorum for meetings of members |
| 62. | Voting by members |
| 63. | Consents of members |
| 64. | Service of notice on members |
| 65. | Service of process |
| 66. | Books, records and common seal |
| 67. | Inspection of books and records |
| 68. | Contracts generally |
| 69. | Contracts before incorporation |
| 70. | Contracts for payments or transfer |
| 71. | Notes and bills of exchange |
| 72. | Power of attorney |
| 73. | Authentication or attestation |
| 74. | Company without members |
PART 7
MERGER, CONSOLIDATION, SALE OF ASSETS, FORCED REDEMPTIONS, ARRANGEMENTS AND DISSENTERS
| 75. | Interpretation for purposes of Part 7 |
| 76. | Merger or consolidation |
| 77. | Merger with subsidiary |
| 78. | Effect of merger or consolidation |
| 79. | Merger or consolidation with foreign company |
| 80. | Disposition of assets |
| 81. | Redemption of minority shares |
| 82. | Arrangements |
| 83. | Rights of dissenters |
PART 8
CONTINUATION
| 84. | Continuation |
| 85. | Provisional registration |
| 86. | Certificate of continuation |
| 87. | Effect of continuation |
| 88. | Continuation under foreign law |
PART 9
WINDING-UP, DISSOLUTION AND STRIKING-OFF
| 89. | Compulsory winding-up and dissolution |
| 90. | Voluntary winding-up, and dissolution |
| 91. | Powers of directors |
| 92. | Appointment and duties of liquidator |
| 93. | Powers of liquidator |
| 94. | Procedure |
| 95. | Rescission |
| 96. | Winding-up and dissolution for unpaid claims |
| 97. | Winding-up and dissolution by Court |
| 98. | Receivers and managers |
| 99. | Striking-off |
| 100. | Restoration to Register |
| 101. | Effect of striking-off |
| 102. | Appointment of official liquidator |
| 103. | Dissolution of company struck-off |
PART 10
FEES AND PENALTIES
| 104. | Fees to be prescribed |
| 105. | Penalties |
| 106. | Recovery of fees |
| 107. | Liability of fees |
| 108. | No action pending payment |
PART 11
INCOME TAX AND OTHER TAXES, DUTIES AND EXCHANGE CONTROL RESTRICTIONS
| 109. | Exemption from income tax and other taxes |
| 109A. | Exemption from stamp duty |
| 110. | Exemption for dividends and distributions |
| 111. | Records |
| 112. | Exemption from exchange controls |
| 113. | Tax concessions |
| 113A. | Concessions for a head office company |
PART 12
MISCELLANEOUS
| 114. | Employment of Registrar |
| 115. | Form of certificate |
| 116. | Certificate of good standing |
| 117. | Inspection |
| 118. | Filed memorandum and articles |
| 119. | Optional registration of registers |
| 120. | Charging of assets and registration of the charge and mortgage |
| 121. | Jurisdiction |
| 122. | Declaration by Court |
| 123. | Judge in Chambers |
| 124. | Regulations |
AN ACT to make provision for the incorporation, regulation and operation of international business companies and related matters.
Commencement [26 January 2000]