PART 5
DIRECTORS, OFFICERS, AGENTS AND LIQUIDATORS
42. Management by directors
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(1) Subject to any limitations in its memorandum or articles, the business and affairs of an international business company shall be managed by a board of directors that consists of one or more persons who may be natural persons or companies.
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(2) An international business company shall keep at its registered office at all times, a register to be known as the directors register containing—
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(a) the names and addresses of persons who are directors of the international business company;
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(b) the date on which each person was appointed as a director; and
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(c) the date on which any person ceased to be a director;
but an international business company may delete from its director's register information relating to persons who are no longer directors.
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(3) An international business company shall submit to its registered agent, by the 15th day of February of each year and in the prescribed form, an annual director return for the previous calendar year. (Inserted by Act 8 of 2015 and amended by Act 25 of 2016)
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(4) An international business company that fails to submit the annual director return under subsection (3) is liable to pay, before March 31st day of the year, a penalty of US$250 for late submission of its annual director return, to avoid being struck off the Register. (Inserted by Act 8 of 2015 and amended by Act 25 of 2016)
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(5) In addition to the penalty under subsection (4), the registered agent of an international business company must submit to the Registrar a declaration, in the prescribed form, that the annual director return has been received by the registered agent. (Inserted by Act 8 of 2015)
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(6) Notwithstanding subsections (4) and (5) and subject to section 100, an international business company that fails to submit the annual director return as required under subsection (3), is liable to pay a penalty of US$250 for every year or part thereof that the international business company fails to file its annual director return and this penalty must be paid before March 31st of the year. (Inserted by Act 8 of 2015 and amended by Act 25 of 2016)
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(7) A registered agent shall submit to the Registrar, by the 31st day of March of each year and in the prescribed form, a list which contains the name and registration number of any company which, that has failed to submit the annual director return in accordance with subsection (3). (Inserted by Act 8 of 2015 and amended by Act 17 of 2016)
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(8) Where an international business company fails to submit an annual director return as required under subsection (3), the Registrar shall, within ninety days from the 31st day of March of each year, by Notice published in the Gazette state—
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(a) the name of the international business company to be struck off the Register;
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(b) the due date for filing an annual director return;
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(c) the applicable penalty for failing to file an annual director return as required under subsection (6).
(Inserted by Act 8 of 2015 and amended by Act 25 of 2016)
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(9) A Notice published pursuant to subsection (8) shall take effect from the 1st day of January of the next year and must be served on an international business company at the office of its registered agent. (Inserted by Act 8 of 2015)