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Cayman Islands Co. & Associations: Formation, Liability & Capital, Exercises of Law

University of CumbriaLaw

The Memorandum of Association (MOA) for companies and associations in the Cayman Islands. It covers the mode of forming a company, regulations for unlimited and limited companies, distribution of capital, and liability of members. Key concepts include the role of the Registrar, the definition of a 'certified translator', and the process for transferring and registering shares in a company with listed shares.

Typology: Exercises

2021/2022

Uploaded on 09/12/2022

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CAYMAN ISLANDS

COMPANIES ACT

(2021 Revision)

Supplement No. 8 published with Legislation Gazette No. 4 of 12th January, 2021.

Page 2 Revised as at 31st December, 2020

PUBLISHING DETAILS

Cap. 22 [Law 3 of 1961 and 12 of 1962] of the 1963 Revised Edition of the Laws

consolidated with Laws 12 of 1962, 9 of 1966, 1 of 1971, 7 of 1973, 24 of 1974, 25 of

1975, 19 of 1977, 16 of 1978, 6 of 1980, 21 of 1981, 34 of 1983, 2 of 1984, 22 of 1984, 15

of 1985, 38 of 1985, 24 of 1987, 14 of 1988, 14 of 1989, 10 of 1990, 3 of 1991, 23 of 1991

(part), 11 of 1992, 3 of 1993, 23 of 1993, 33 of 1993, 2 of 1994, 8 of 1994, 14 of 1996, 26

of 1997, 4 of 1998, 6 of 1998, 20 of 1998 (part), 5 of 1999, 7 of 2000 (part), 5 of 2001, 10

of 2001, 29 of 2001, 46 of 2001, 22 of 2002, 26 of 2002, 28 of 2003, 13 of 2006, 15 of

2007, 12 of 2009, 33 of 2009, 37 of 2010, 16 of 2011, 29 of 2011, 6 of 2012, 14 of 2012,

29 of 2012, 1 of 2013, 6 of 2013, 14 of 2015, 3 of 2016, 2 of 2017, 42 of 2017, 37 of 2018,

46 of 2018, 10 of 2019, 56 of 2020 and the Companies (Amendment of Schedule) Order,

2011, Schedule 4 of the Companies Law Departmental Notice, 2015 and Schedule 4 of the

Companies Law Departmental Notice, 2017.

Revised under the authority of the Law Revision Act (2020 Revision).

Originally enacted —

Cap. 22-1st January, 1964 Law 5 of 1999-14th April, 1999

Law 9 of 1966-14th March, 1966 Law 7 of 2000- 20th July, 2000

Law 1 of 1971-15th December, 1970 Law 5 of 2001-20th April, 2001

Law 7 of 1973-28th June, 1973 Law 10 of 2001-25th May, 2001

Law 24 of 1974-22nd November, 1974 Law 29 of 2001-26th September, 2001

Law 25 of 1975-9th December, 1975 Law 46 of 2001-14th January, 2002

Law 19 of 1977-10th November, 1977 Law 22 of 2002-5th December, 2002

Law 16 of 1978-8th September, 1978 Law 26 of 2002-5th December, 2002

Law 6 of 1980-17th March, 1980 Law 28 of 2003-3rd December, 2003

Law 21 of 1981-13th October, 1981 Law 13 of 2006-1st June, 2006

Law 34 of 1983-24th November, 1983 Law 15 of 2007-17th September, 2007

Law 2 of 1984-28th February, 1984 Law 12 of 2009-20th March, 2009

Law 22 of 1984-7th September, 1984 Law 33 of 2009-2nd December, 2009

Law 15 of 1985-24th May, 1985 Law 37 of 2010-15th September, 2010

Law 38 of 1985-19th December, 1985 Law 16 of 2011-11th April, 2011

Law 24 of 1987-17th November, 1987 Law 29 of 2011-18th November, 2011

Law 14 of 1988-9th September, 1988 Order of 2011-10th January, 2012

Law 14 of 1989-5th September, 1989 Law 6 of 2012-29th August, 2012

Companies Act (2021 Revision) Arrangement of Sections

Revised as at 31st December, 2020 Page 5

CAYMAN ISLANDS

COMPANIES ACT

(2021 Revision)

Arrangement of Sections

Section Page

PART I - Preliminary

  1. Short title .................................................................................................................................... 17
  2. Definitions and interpretation ...................................................................................................... 17
  3. Registrar ..................................................................................................................................... 20
  4. Signature of Registrar................................................................................................................. 20

PART II - Constitution and Incorporation of Companies and

Associations - Memorandum of Association

  1. Mode of forming company .......................................................................................................... 21
  2. Mode of limiting liability of members........................................................................................... 21
  3. Memorandum of association ...................................................................................................... 21
  4. Company limited by shares ........................................................................................................ 22
  5. Company limited by guarantee ................................................................................................... 23
  6. Memorandum of association may be altered.............................................................................. 23
  7. Address of registered office may be changed ............................................................................ 23
  8. Signature and effect of memorandum of association ................................................................. 23
  9. Power of company limited by shares to alter its share capital .................................................... 24
  10. Special resolution for reduction of share capital ......................................................................... 25
  11. Application to court for confirming order, objections by creditors ............................................... 26
  12. Order confirming reduction and powers of Court on making such order .................................... 27
  13. Registration of order and minute of reduction ............................................................................ 27
  14. Liability of members in respect of reduced shares ..................................................................... 28
  15. Penalty for concealment of names of creditors .......................................................................... 28

PART VIII - Exempted Limited Duration Companies

PART X - Application of Law to Companies Formed or

PART XIII - Reregistration as a Means of an Ordinary Non-

  • Law 10 of 1990-18th July, 1990 Law 14 of 2012-31st August,
  • Law 3 of 1991-21st February, 1991 Law 29 of 2012-19th November,
  • Law 23 of 1991-12th December, 1991 Law 1 of 2013-10th January,
  • Law 11 of 1992-13th July, 1992 Law 6 of 2013 - 15th March,
  • Law 3 of 1993-26th March, 1993 Law 14 of 2015-12th August,
  • Law 23 of 1993-29th September, 1993 Law 3 of 2016-6th May,
  • Law 33 of 1993-29th November, 1993 Law 2 of 2017-27th February,
  • Law 2 of 1994-9th March, 1994 Law 42 of 2017-16th November,
  • Law 8 of 1994-23rd September, 1994 Law 37 of 2018-22nd November,
  • Law 14 of 1996-5th September, 1996 Law 46 of 2018-17th December,
  • Law 26 of 1997- 9 th March, 1998 Law 10 of 2019- 26 th July,
  • Law 4 of 1998 - 4th March, 1998 Law 4 of 2020-31st January,
  • Law 6 of 1998-9th March, 1998 Law 19 of 2020-20th May,
  • Law 20 of 1998-15th February, 1999 Law 56 of 2020-7th December,
  • Page 6 Revised as at 31st December,
    1. Articles prescribing regulations for companies
    1. Regulations required in case of unlimited company or company limited by guarantee
    1. Adoption and application of Table A in Schedule
    1. Printing, stamping and signature of articles
    1. Alteration of articles by special resolution
    1. Adoption and effect of articles of association.............................................................................
  • General Provisions
    1. Registration
  • 26A. Registrar to provide information
    1. Consequences of incorporation
    1. Lack of capacity or power; ultra vires
    1. Copies of memorandum and articles to be given to members
    1. Restrictions on registration of certain names
    1. Change of name
    1. Company with power to issue bearer shares not to hold land in the Islands
  • Distribution of Capital Companies and Associations
    1. Share or interest in company to be personalty
    1. Share premium account
    1. Power to issue shares at a discount
    1. Power of company to pay commissions
    1. Redemption and purchase of shares
  • 37A. Treasury shares
  • 37B. Surrender of shares
    1. Definition of member
    1. Transfer by personal representative
    1. Register of members
  • 40A. Branch registers of members
  • 40B. Transfer and registration of shares in respect of a company with listed shares
    1. Annual list of members and return of capital, shares, calls, etc.
    1. Penalty on company not making return
    1. Certificate of shares or stock
    1. Inspection of register
    1. Notice of increase of capital and of members to be given to Registrar......................................
    1. Remedy for improper entry or omission of entry in register
    1. Notice to Registrar of rectification of register
    1. Register to be evidence
  • Liability of Members
    1. Liability of present and past members of company
    1. Registered office of company and Associations - Provisions for Protection of Creditors
  • Revised as at 31st December, 2020 Page Companies Act (2021 Revision) Arrangement of Sections
    1. Notice of situation of registered office
    1. Publication of name by a limited company
    1. Penalties on non-publication of name
    1. Register of mortgages
    1. Filing deadline for updated list of directors etc.
  • 55A. Registrar to make list of directors available for inspection
    1. Penalty for failing to notify of changes to the register of directors and officers
    1. Meetings
  • Provisions for Protection of Members
    1. General meetings
    1. Accounts and audits
    1. Definition of special resolution
    1. Provisions where no regulations as to meetings
    1. Recording of special resolutions.................................................................................................
    1. Copies of special resolutions
    1. Appointment of inspectors to report on affairs of companies
    1. Powers of inspectors
    1. Report of inspectors
    1. Inspection by resolution of the company
    1. Inspectors’ report admissible as evidence..................................................................................
  • Notices
    1. Returns, etc., to Registrar...........................................................................................................
    1. Service of notices on company...................................................................................................
    1. Postal service
    1. Authentication of summons, notice, etc.
    1. Minutes of proceedings
    1. Security for costs in actions brought by limited companies
    1. Declaration in action against members
  • Arbitration
    1. Power of companies to refer matters to arbitration.....................................................................
  • General Penalty
    1. General penalty; application of fines
  • Unlimited Liability of Directors and Managers
    1. Unlimited liability of directors and managers
    1. Modification of section
  • Association not for Profit
    1. Circumstances in which a company may be registered without “limited” in its name
  • 80A. Application for designation under section
  • 80B. Obligations for companies designated under section
  • 80C. Examination by the Registrar
  • 80D. Exempt from Part XVIIA
  • 80E. Penalty for breach of section 80B...............................................................................................
  • Contracts
    1. Contracts and other instruments
    1. Bills of exchange and promissory notes
    1. Execution of deeds, etc., by attorney
    1. Power of company to have official seal for use abroad
    1. Authentication of documents
  • Arrangements and Reconstructions
  • Page 8 Revised as at 31st December, Arrangement of Sections Companies Act (2021 Revision)
    1. Power to compromise with creditors and members
    1. Provisions for facilitating reconstruction and amalgamation of companies
    1. Power to acquire shares of dissentient shareholders
  • Preliminary PART V - Winding up of Companies and Associations
    1. Definitions
    1. Alternative modes of winding up
    1. Jurisdiction of the Court
  • Winding up by the Court
    1. Circumstances in which a company may be wound up by the Court.........................................
    1. Definition of inability to pay debts
    1. Application for winding up
    1. Powers of the Court
    1. Power to stay or restrain proceedings
    1. Avoidance of attachments and stay of proceedings
    1. Notice of winding up order
    1. Avoidance of property dispositions, etc.
    1. Commencement of winding up by the Court
    1. Company’s statement of affairs
    1. Investigation by liquidator
    1. Duty to co-operate and the private examination of relevant persons.........................................
  • Official Liquidators
    1. Appointment and powers of provisional liquidator
    1. Appointment of official liquidator
    1. Appointment of joint liquidators
    1. Removal of official liquidators
    1. Qualifications of official liquidators
    1. Remuneration of official liquidators
    1. Function and powers of official liquidators
  • General Powers of the Court
    1. Power to stay winding up
    1. Settlement of list of contributories
    1. Power to make calls
    1. Inspection of documents by creditors, etc.
    1. Meetings to ascertain wishes of creditors or contributories
  • Voluntary Winding up
    1. Circumstances in which a company may be wound up voluntarily
    1. Commencement of winding up
    1. Effect on business and status of the company
    1. Appointment of voluntary liquidator
    1. Qualifications of voluntary liquidators
    1. Removal of voluntary liquidators
    1. Resignation of voluntary liquidator
    1. Notice of voluntary winding up
    1. Application for supervision order
  • Revised as at 31st December, 2020 Page Companies Act (2021 Revision) Arrangement of Sections
    1. Avoidance of share transfers
    1. General meeting at year’s end
    1. Final meeting prior to dissolution
    1. Effect of winding up on share capital of company limited by guarantee
    1. Reference of questions to Court
    1. Expenses of voluntary winding up
  • Winding up subject to the supervision of the Court
    1. Application for supervision order
    1. Appointment of official liquidator.................................................................................................
    1. Effect of supervision order
  • Offences of fraud, etc.
    1. Fraud, etc. in anticipation of winding up
    1. Transactions in fraud of creditors
    1. Misconduct in course of winding up............................................................................................
    1. Material omissions from statement relating to company’s affairs
  • General provisions
    1. Getting in the company’s property
    1. Provable debts
    1. Distribution of the company’s property
    1. Preferential debts
    1. Secured creditors
    1. Preferential charge on goods distrained
    1. Effect of execution or attachment
    1. Voidable preference
    1. Avoidance of dispositions made at an undervalue
    1. Fraudulent trading
    1. Supply of utilities.........................................................................................................................
    1. Interest on debts
    1. Currency of the liquidation
  • Dissolution of a Company
    1. Dissolution following voluntary winding up
    1. Dissolution following winding up by the Court
    1. Unclaimed dividends and undistributed assets
  • Insolvency rules and regulations
    1. Insolvency Rules Committee
    1. Powers of the Insolvency Rules Committee
    1. Company not operating may be struck off register PART VI - Removal of Defunct Companies
    1. Company being wound up may be struck off register for want of liquidator, etc.
    1. Registrar to publish fact of company being struck off register
    1. Company, creditor or member may apply to court for company to be reinstated
    1. Liability of members of company to remain
    1. Registrar not liable for any act performed under this Part
    1. Vesting of property
  • Page 10 Revised as at 31st December, Arrangement of Sections Companies Act (2021 Revision)
    1. What companies may apply to be registered as exempted companies PART VII - Exempted Companies
    1. Registration of exempted companies
    1. Declaration by proposed company
    1. Shares shall be non-negotiable
    1. Repealed
    1. Annual return
    1. Annual fee
    1. Failure to comply with section 168 or
    1. Registrar to give notice
    1. False statement in declaration
    1. Penalty for false declaration
    1. Prohibited enterprises
    1. Prohibited sale of securities
    1. Penalty for carrying on business contrary to this Part
    1. Electronic business by exempted companies
  • company 178. Exempted company may apply to be registered as an exempted limited duration
    1. Registration as an exempted limited duration company
    1. Contents of articles of association
    1. Cancellation of registration
    1. Electronic business by exempted limited duration companies
  • 182A. Exempted company may apply to be registered as a special economic zone company PART VIIIA - Special Economic Zone Companies
  • 182B. Registration as a special economic zone company
  • 182C. Cancellation of registration
    1. Definition of foreign company PART IX - Overseas Companies
    1. Documents, etc., to be delivered to Registrar by foreign companies.......................................
    1. Power of certain foreign companies to hold land
    1. Registration of foreign companies
    1. Return to be delivered to Registrar where documents etc., altered
  • or incorporated 188. Obligation to state name of foreign company, whether limited, and country where formed
    1. Service on foreign company to which this Part applies
    1. Deeds, etc., of overseas companies
    1. Execution of deeds, etc.
    1. Removing company’s name from register
    1. Penalties for failing to comply with this Part
    1. Definitions in this Part
  • Revised as at 31st December, 2020 Page Companies Act (2021 Revision) Arrangement of Sections
    1. Power of Registrar to prohibit sale
    1. Application to existing companies Registered in the Islands
    1. Date of incorporation
    1. Articles of association remain
    1. Fees in lieu of other provisions PART XI - General
    1. Express fees
  • 200A. Certificate of good standing
    1. Application for continuation PART XII - Transfer by Way of Continuation
    1. Registration under this Part
    1. Amendment, etc., of charter documents...................................................................................
    1. Effect of registration under this Part on companies registered under Part IX
    1. Notice of registration, etc., to be given in Gazette
    1. Deregistration of exempted companies including companies registered under this Part
    1. Certification of deregistration, etc.
    1. Application of Part IX to deregistered companies
    1. Notice of deregistration, etc., to be given in the Gazette
    1. Ordinary non-resident company may be reregistered as exempted company resident Company Becoming Exempted
    1. Effect of reregistration of ordinary non-resident company as an exempted company
    1. Definitions in this Part PART XIV - Segregated Portfolio Companies
    1. Applications for registration
    1. Conversions of existing companies
    1. Designation...............................................................................................................................
    1. Segregated portfolios
    1. Shares and dividends
    1. Company to act on behalf of portfolios
    1. Assets
    1. Segregated portfolio assets
    1. Segregation of liabilities............................................................................................................
    1. General liabilities and assets
    1. Winding-up of company
    1. Receivership orders..................................................................................................................
    1. Applications for receivership orders
    1. Administration of receivership orders
  • Page 12 Revised as at 31st December, Arrangement of Sections Companies Act (2021 Revision)
    1. Discharge of receivership orders
    1. Remuneration of receiver
  • 228A. Termination and re-instatement
    1. Transfer of bearer shares Part XV - Custody, Etc. of Bearer Shares
    1. Custody of bearer shares
    1. Recognised custodians
  • 231A. Issue and transfer of bearer shares prohibited
    1. Definitions in this Part PART XVI - Merger and Consolidation
    1. Merger and consolidation
    1. Delay of effective date
    1. Termination or amendment
    1. Effect of merger or consolidation
    1. Merger or consolidation with overseas company
    1. Rights of dissenters
    1. Limitation on rights of dissenters
  • 239A. Prohibition on being a segregated portfolio company
    1. Definitions in this Part PART XVII - International Co-operation
    1. Ancillary orders
    1. Criteria upon which the Court’s discretion shall be exercised
    1. Publication of foreign bankruptcy proceedings
  • Preliminary PART XVIIA – Beneficial Ownership Registers
    1. Interpretation
    1. Application
    1. Competent authority
  • Identifying Beneficial Owners, Relevant Legal Entities and Registrable Persons
    1. Duty of companies to identify beneficial owners
    1. Duty of companies to identify relevant legal entities
    1. Duty of companies to give notice to registerable persons
    1. Duty of beneficial owners and relevant legal entities to supply information
    1. Individuals and relevant legal entities that are registrable persons
  • Establishing Beneficial Ownership Registers
    1. Duty to establish and maintain beneficial ownership register
    1. Role of corporate services provider and Registrar
    1. Required particulars
    1. Duty of company to keep register up to date
  • Revised as at 31st December, 2020 Page Companies Act (2021 Revision) Arrangement of Sections
    1. Consequences of failure to disclose beneficial ownership
    1. Duty of other persons to update register
    1. Removal of entries from company’s beneficial ownership register
    1. Power of the Grand Court to rectify beneficial ownership register
  • Access to Beneficial Ownership Information
    1. Duty of competent authority to establish search platform
    1. Duty of Registrar and corporate services providers
    1. Limits on searches that may be executed
    1. Disclosure of beneficial ownership information by the Cayman Islands Monetary Authority
    1. Non-disclosure of information concerning requests for beneficial ownership information
  • Enforcement – Restrictions Notices
    1. Right to issue restrictions notice
    1. Effect of restrictions notice
    1. Protection of third party rights...................................................................................................
    1. Breach of restrictions an offence
    1. Company issuing shares in breach of restriction
    1. Relaxation of restrictions
    1. Orders for sale
    1. Proceeds of sale of relevant interest
    1. Company may withdraw restrictions notice
  • Offences
    1. Failure of a company to establish or maintain beneficial ownership register
    1. Failure to comply with notices
    1. Failure to provide information
    1. Unlawful search or disclosure of beneficial ownership information
    1. Offences by officers and directors
  • Supplementary Provisions
    1. Exemptions
    1. Regulations...............................................................................................................................
    1. Transitional provisions
    1. Amendment of schedules PART XVIII - Miscellaneous
    1. Regulations...............................................................................................................................
  • SCHEDULE
  • Table A
  • Regulations for Management of a Company Limited by Shares
  • Preliminary
  • Shares
  • Lien
  • Calls on Shares
  • Transfer and Transmission of Shares
  • Forfeiture of Shares
  • Alteration of Capital
  • General Meetings
  • Notice of General Meetings
  • Proceedings at General Meetings
  • Page 14 Revised as at 31st December, Arrangement of Sections Companies Act (2021 Revision)
  • Votes of Members
  • Corporations Acting by Representatives at Meetings
  • Directors
  • Powers and Duties of Directors
  • The Seal
  • Disqualification of Directors
  • Rotation of Directors
  • Proceedings of Directors
  • Dividends and Reserve
  • Accounts
  • Audit
  • Notices
  • SCHEDULE
  • Categories of Preferred Debts
  • Category 1: Debts due to employees
  • Category 2: Debts due to bank depositors
  • Category 3: Taxes due to the Government
  • SCHEDULE
  • Powers of Liquidators
  • PART
  • Powers exercisable with sanction
  • PART II
  • Powers exercisable without sanction
  • SCHEDULE
  • APPROVED STOCK EXCHANGES
  • SCHEDULE
  • FEES
  • PART
  • PART
  • PART
  • PART 3A
  • PART
  • PART
  • PART
  • PART 6A
  • PART
  • SCHEDULE
  • GOVERNMENT FOR THE SHARING OF BENEFICIAL OWNERSHIP INFORMATION COUNTRIES OR TERRITORIES THAT HAVE ENTERED INTO AGREEMENTS WITH THE

Companies Act (2021 Revision) Section 1

Revised as at 31st December, 2020 Page 17

CAYMAN ISLANDS

COMPANIES ACT

(2021 Revision)

PART I - Preliminary

1. Short title

1. This Act may be cited as the Companies Act (2021 Revision).

2. Definitions and interpretation

2. (1) In this Act —

“ Authority ” means the Cayman Islands Monetary Authority established under

section 5(1) of the Monetary Authority Act (2020 Revision) and includes a

person acting under the Authority’s authorisation;

“ bearer share ” means a share in the capital of any company incorporated in the

Islands which —

(a) is represented by a certificate that does not record the owner’s name; and

(b) is transferable by delivery of the certificate;

“ Cayman Islands exempted limited partnership ” means an exempted limited

partnership registered in accordance with section 9 of the Exempted Limited

Partnership Act (2021 Revision) ;

“ Cayman Islands Stock Exchange ” means the Cayman Islands Stock

Exchange Company incorporated under section 4 of the Stock Exchange

Company Act (2014 Revision) ;

Companies Act (2021 Revision) Section 2

Revised as at 31st December, 2020 Page 19

“ Judge ” means a Judge of the Grand Court;

“ name ”, when relating to the name of a company, means a name in the Roman

alphabet or Arabic numerals;

“ non-resident company ” bears the meaning ascribed to that term in

section 2(1) of the Local Companies (Control) Act (2019 Revision) ;

“ officer ” in relation to a company, includes a manager or secretary;

“ overseas company ” means a company, body corporate or corporate entity

existing under the laws of a jurisdiction outside the Islands;

“ public notice ” means a public notice (whether in digital form or not) affixed

by the Registrar at such place as may be determined, from time to time, by the

Registrar;

“ Registrar ” means the Registrar of Companies appointed under section 3 and

includes, where appropriate, the Deputy Registrar of Companies;

“ regulated business ” means a business which is required to be licensed under

one or other of the regulatory laws;

“ regulatory laws ” means any one or more of the following —

(a) Banks and Trust Company Act (2021 Revision) ;

(b) Building Societies Act (2020 Revision) ;

(c) Companies Management Act (2021 Revision) ;

(d) Cooperative Societies Act (2020 Revision) ;

(e) Insurance Act, 2010 [ Law 32 of 2010 ];

(f) Money Services Act (2020 Revision) ;

(g) Mutual Funds Act (2021 Revision) ;

(h) Securities Investment Business Act (2020 Revision) ;

(i) Development Bank Act (2018 Revision);

(j) Directors Registration and Licensing Act, 2014 ; and

(k) Private Funds Act (2021 Revision),

and any other laws that may be prescribed by the Cabinet by regulations made

under section 46 of the Monetary Authority Act (2020 Revision) ;

“ special resolution ” means a special resolution as defined in section 60 ;

“ special economic zone business ” means any type of business authorised to be

carried on in a special economic zone pursuant to any Law in force in the

Islands;

“ special economic zone company ” means an exempted company that is

registered as such under section 182A;

“ translated name ” means a translation or transliteration of an exempted

company’s dual foreign name into the English language provided by either a

Section 3 Companies Act (2021 Revision)

Page 20 Revised as at 31st December, 2020

person licensed to provide such company’s registered office in the Cayman

Islands or a certified translator (together with a statement in the prescribed form

as to the foreign language in which such dual foreign name is written); and

“ Treaty ” means the Treaty on European Union signed in Maastricht on 7th

February, 1992, as amended by the Treaty of Amsterdam amending the Treaty

on European Union, signed in Amsterdam on 2nd October, 1997, the Treaty of

Nice and the Convention on the Future of Europe, signed in Nice on 26th

February, 2001 and the Treaty of Lisbon amending the Treaty on European

Union, signed in Lisbon on 13th December, 2007.

(2) Where, in this Act, it is provided that a company and every officer of the

company who is in default shall be liable to a default fine, the company and

every such officer shall, for every day during which the default, refusal or

contravention continues, be liable to a fine of ten dollars.

(3) In this Act, where it provides that an officer of a company who is in default shall

be liable to a default fine, the expression “ officer who is in default ” means any

officer of the company who knowingly and wilfully authorises or permits the

default, refusal or contravention mentioned in the enactment.

(4) For the purposes of this Act “ paid up ” or “ fully paid ” means, in the case of

shares with a nominal or par value, paid up or fully paid as to nominal or par

value only and, in the case of shares without nominal or par value, means paid

up or fully paid up as to the issue price.

(5) For the purposes of this Act “ carry on business in the Islands ” shall be

construed in accordance with the Local Companies Control Act (2019 Revision).

3. Registrar

3. (1) The Governor shall, by instrument under the Public Seal, appoint a Registrar

and a Deputy Registrar of Companies for the purposes of this Act, and the

Deputy Registrar may, in the absence of the Registrar, act as Registrar for all

purposes of this Act.

(2) Without divesting the Registrar of any of that person’s powers or duties the

Minister charged with responsibility for Financial Services may authorise by

name any officer in the Registrar’s department to exercise and perform any of

such powers and duties under the direction and control of the Registrar and may,

at any time, vary or revoke such authorisation.

4. Signature of Registrar

4. (1) Any document purporting to bear the signature of the Registrar or of an officer

authorised in accordance with section 3(2) shall be deemed, until the contrary is

proved, to have been duly given, made or issued by the authority of the

Registrar.

(2) In subsection (1) —