4. Incorporation

5. Formalities

6. Required votes

7. Documentation

8. Certificate of incorporation

9. Effective date

10 Corporate name

11. Reserved name

12. Name change

13. Continued name

14. Name revocation

15. Assigned name

16. Pre-incorporation agreements

17. Capacity and powers

18. Powers reduced

19. Validity of acts

20. Notice not presumed

21. No disclaimer allowed

22. Contracts of a company

23. Bills and notes

24. Power of Attorney

25. Company seals

26. Nature of shares

27. One class of shares

28. Share classes

29. Share issue

30. Consideration

31. Stated capital accounts

32. Open-ended mutual company

33. Series shares

34. Pre-emptive rights

35. Conversion privileges

36. Reserve shares

37. Own shares

38. Acquisition of own shares

39. Other acquisition

40. Redeemable shares

41. Donated shares

42. Voting thereon

43. Stated capital reduction

44. Stated capital adjustment

45. Cancellation of shares

46. Presumption re own shares

47. Changing shares class

48. Effect of purchase contract

49. Commission for share purchase

50. Prohibited dividend

51. Payment of dividend

52. Illicit loans by company

53. Permitted loans

54. Enforcement of illicit loans

55. Immunity of shareholders

56. Lien on shares

57. Duty of directors to manage company

58. Number of directors

59. Restricted powers

60. By-Law powers

61. Organizational meeting

62. Disqualified directors

63. Court disqualified directors

64. No qualification required

65. Notice of directors

66. Alternate directors

67. Cumulative voting

68. Termination of office

69. Removal of directors

70. Right to notice

71. Filling vacancy

72, Numbers changed

73. Notice of change

74. Directors' meetings

75. Notice and waiver

76. Adjourned meeting

77. One director

78. Telephone participation

79. Delegation of powers

80. Validity of acts

81. Resolution in writing

82. Liability for share issue

83. Liability for other acts

84. Contribution for judgement

85. Recovery by action

86. Defence to liability

87. Time limit on liability

88. Interests in contracts

89. Interest declaration

90. Avoidance of nullity

91. Setting aside contract

92. Designation of officers, etc

93. Borrowing powers

94. Duty of care

95. Dissenting to resolutions

96. Indemnifying directors, etc

97. For derivative action

98. Right to indemnity

99. Insurance of directors, etc

100. Court approval of indemnity

101. Remuneration

102. Place of meetings

103 Meeting outside Anguilla

104. Calling meetings

105. Record date of shareholders

106. Statutory date

107. Notice of record date

108. Notice of meeting

109, Special business

110. Shareholder meetings; waiver of notice and telephone participation

111. List of shareholders

112. Examination of list

113. Quorum at meetings

114. Right to vote share

115 Representation of other body

116. Joint shareholders

117. voting method at meetings

118. Resolution in writing

119. Requisitioned shareholders meetings

120. Court review controversy

121. Pooling agreement

122. Unanimous shareholder agreement

123 Extraordinary transactions

124. Accounts

125. Annual financial returns

126 Exemption for information

127. Consolidated financial returns

128 Approval of directors

129. Copies of documents to be sent to shareholders

130. Registrar's copies

131. Eligibility for appointment

132. Disqualifying auditor

133. Effect of ineligibility

134. Appointment of auditor

135. Cessation of office

136. Removal of auditor

137. Filling auditor vacancy

138. Court appointed auditor

139. Auditor's rights to notice

140. Required attendance

141. Right to comment

142. Examination by auditor

143. Right to inspect

144. Detected error

145. Privilege of auditor

146. Registered office

147. Notice of address

148. Records of company

149. Trust notices

150. Other records

151. Records form

152. Duty of care of records

153. Access to records

154. Annual returns

155. Proposed compromise

156. Reconstruction and amalgamation

157. Shares of dissentient shareholders

158. Fundamental amendment to articles

159. Delivery of articles and certificate

160. Registration of charges

161. Need for trust deed

162. Kinds of debentures

163. Cover of trust deed

164. Exception

165. Contents of trust deed

DIVISION C: PROSPECTUS

166. Interpretation

167. Publication

168. Certificate of attorney

169. Contents of prospectus

170. Minimum subscription

171 Continuous offering of shares

172. Civil liability for mis-statements

173. Liability of experts

174. Association not for profit

DIVISION B: COMPANIES LIMITED BY GUARANTEE AND HYBRID COMPANIES

175. Other companies

DIVISION C: FOREIGN COMPANIES

176. Delivery of documents

177. Certificate of registration

178. Alteration of constituent instruments

179. Requirements

180. Removal from register

181. Specified private company

182. Exemptions

183. Revocation of registration

184. Former-Act company

185. Effect of corporate instrument

186. Continuation as company

187. Amending instrument

188. Articles of continuance

189. Certificate of continuance

190. Preservation of company

191. Previous shares

192. Continuance not applied for within prescribed time

193. Effect of earlier references

194. Corporations moving to Anguilla

195. Certificate of continuance

196. Application of sections 190 and 191

197. Corporation leaving Anguilla

198. Date of departure

199. Jurisdiction of court

200. Revival of company

201. Dissolution by resolution

202. No property

203. Effect of articles of dissolution

204. Proposing liquidation

205. Intent to dissolve

206. Supervised liquidation

207. Revocation of intent to dissolve

208. Right to dissolve

209. Registrar's dissolution

210. Court dissolution

211. Further grounds

212. Supervision of court

213. Court dissolution

214. Court powers

215. Cessation of business

216. Appointment of liquidator

217. Duties of liquidator

218. Powers of liquidator

219. Final accounts

220. Money distributions

221. Record custody

222. Continuation of actions

223. Unknown claimants

224. Crown vested with property

225. Companies limited by shares and guarantee

ENACTED by the Legislature of Anguilla.

1. Short title and commencement

(1) This Ordinance may be cited as the Companies Ordinance, 1994.

(2) This Ordinance shall come into operation on such day as the Governor may appoint by notice in the

Gazette.

2. Interpretation

Section 279 applies for the purpose of construing the words and expressions set out therein for the purpose of this Ordinance.

(3) Where the right to transfer any shares is restricted, a notification to that effect shall be given on each share certificate issued in respect of those shares.

6. Required votes

(1) Subject to subsection (2), if the articles or any unanimous shareholder agreement require a greater number of votes of directors or shareholders than that required by this Ordinance to effect any action, the provisions of the articles or of the unanimous shareholder agreement prevail.

(2) The articles may not require a greater number of votes of shareholders to remove a director than the number specified in section 69.

7. Documentation

An incorporator shall send to the Registrar with the articles of incorporation the documents required by subsection (1) of section 65 and subsection (1) of section 147.

8. Certificate of Incorporation

Upon receipt of articles of incorporation, the Registrar shall issue a certificate of incorporation; and the certificate is conclusive proof of the incorporation of the company named in the certificate.

9. Effective date

A company comes into existence on the date shown in its certificate of incorporation.

10. Corporate Name

(1) The word "limited", "corporation" or incorporated" or the abbreviation "ltd." or "corp." or "inc." shall be the last part of the name of every company; but a company may use and may be legally designated by either the full or the abbreviated form.

(2) In the case of a private company specified in Division C of Part III the following words and abbreviations may be used in the name of the company: "Societe Anonyme" or "Sociedad Anonima" Naamloze Vennootschap or "Besioten Vennootschap" or "Gesellschaft mit beschrankter Haftung" or "SA" or "NV", "BV" or "GmbH".

(3) The Registrar may exempt a body corporate continued as a company under this Ordinance from the requirements of subsection (1).

11. Reserved name

A company shall not be incorporated with or have a name-

(a) that is prohibited or refused under sections 249 and 250; or

(b) that is reserved for another company or intended company under section 248.

12. Name change

Where, through inadvertence or otherwise, a company-

(a) comes into existence with a name that contravenes section 11, or

(b) is, upon an application to change its name, granted a name that contravenes section 11,

the Registrar may direct the company to change its name by virtue of the provisions of this Division.

13. Continued name

Notwithstanding sections 11 and 12, a company that is continued under this Ordinance is entitled to be continued with the name it lawfully had before that continuance.

14. Name revocation

Where a company has been directed under section 12 to change its name and has not, within 60 days from the service of the direction to that effect, changed its name to a name that complies with this Ordinance, the Registrar may revoke the name of the company and assign to it a name; and, until changed by virtue of the provisions of this Division, the name of the company is thereafter the name so assigned.

15. Assigned name

(1) When a company has had its name revoked and a name assigned to it under section 14, the Registrar shall issue a certificate of amendment showing the new name of the company and shall forthwith give notice of the change in the Gazette.

(2) Upon the issue of a certificate of amendment under subsection (1), the articles of the company to which the certificate refers are amended accordingly on the date shown in the certificate.

16. Pre-Incorporation Agreements

(1) Except as provided in this section, a person who enters into a written contract in the name of or on behalf of a company before it comes into existence is personally bound by the contract and is entitled to the benefits of the contract.

(2) Within a reasonable time after a company comes into existence, it may, by any action or conduct signifying the intention to be bound thereby, adopt a written contract made, in its name or on its behalf, before it came into existence.

(3) When a company adopts a contract under subsection (2)-

(a) the company is bound by the contract and is entitled to the benefits thereof as if the company had been in existence at the date of contract and had been a party to it; and

(b) a person, who purported to act in the name of the company or on its behalf ceases, except as provided in subsection (4), to be bound by or entitled to the benefits of the contract.

(4) Except as provided in subsection (5), whether or not a written contract made before the coming into existence of the company is adopted, a party to the contract may apply to the court for an order fixing obligations under the contract as joint or joint and several, or apportioning liability between or among the company and a person who purported to act in the name of the company or on its behalf; and the court may, upon the application, make any order it thinks fit.

(5) If expressly so provided in the written contract, a person who purported to act for or on behalf of a company before it came into existence is not in any event bound by the contract or entitled to the benefits of the contract.

(2) Conversion privileges, options and rights to acquire shares of a company may be made transferable or non-transferable; and options and rights to acquire shares may be made separable or inseparable from any debentures or shares to which they are attached.

36. Reserve shares

Where a company-

(a) has granted privileges to convert any debentures or shares issued by the company into shares or into shares of another class or series of shares, or

(b) has issued or granted options or rights to acquire shares,

if the articles of the company limited the number of authorized shares, the company shall reserve and continue to reserve sufficient authorized shares to meet the exercise of those conversion privileges, options and rights.

37. Own shares

(1) Subject to subsection (2), and except as provided in sections 38 to 40, a company shall not hold shares in itself or in its holding body corporate.

(2) A company shall cause a subsidiary body corporate of the company that holds shares of the company to sell or otherwise dispose of those shares within 5 years from the date, as the case requires-

(a) that the body corporate became a subsidiary of the company, or

(b) that the company was continued under this Ordinance.

(3) A company may in the capacity of a legal representative hold shares in itself or in its holding body corporate unless it, or the holding body corporate, or a subsidiary of either of them has a beneficial interest in the shares.

(4) A company may hold shares in itself or in its holding body corporate by way of security for the purposes of a transaction entered into by it in the ordinary course of a business that includes the lending of money.

38. Acquisition of own shares

(1) Subject to subsection (2) and to its articles, a company may purchase or otherwise acquire shares issued by it.

(2) A company shall not make any payment to purchase or otherwise acquire shares issued by it, if there are reasonable grounds for believing that-

(a) the company is unable, or would, after that payment, be unable to pay its liabilities as they become due, or

(b) the realizable value of the company's assets would, after that payment, be less than the aggregate of its liabilities and stated capital of all classes.

39. Other acquisition

(1) Notwithstanding subsection (2) of section 44, but subject to subsection (3) and to its articles, a company may purchase or otherwise acquire its own issued shares-

(a) to settle or compromise a debt or claim asserted by or against the company;

(b) to eliminate fractional shares; or

(c) to fulfil the terms of a non-assignable agreement under which the company has an option or is obligated to purchase shares owned by a director, an officer or an employee of the company.

(2) Notwithstanding subsection (2) of section 38, a company may purchase or otherwise acquire its own shares or own issued shares to satisfy the claim of a shareholder who dissents under section 157.

(3) A company shall not make any payment to purchase or acquire under subsection (1) shares issued by it if there are reasonable grounds for believing that-

(a) the company is unable, or would, after the payment, be unable to pay its liabilities as they become due, or

(b) the realizable value of the company's assets would, after that payment, be less than the aggregate of its liabilities and the amount required for payment on a redemption or in a winding up of all shares the holders of which have the right to be paid before the holders of the shares to be purchased or acquired.

40. Redeemable shares

(1) Notwithstanding subsection (2) of section 38 or subsection (3) of section 39, but subject to subsection (2) and to its articles, a company may, at prices not exceeding the redemption price thereof stated in its articles or calculated according to a formula stated in its articles, purchase or redeem any redeemable shares issued by it.

(2) A company shall not make any payment to purchase or redeem any redeemable shares issued by it if there are reasonable grounds for believing that-

(a) the company is unable or would, after that payment, be unable to pay its liabilities as they become due, or

(b) the realizable value of the company's assets would, after that payment, be less than the aggregate of-

(i) its liabilities, and

(ii) the amount that would be required to pay the holders of shares that have a right to be paid, on a redemption or in a winding up, rateably with or before the holders of the shares to be purchased or redeemed.

41. Donated shares

Subject to section 45, a company may accept from any shareholder a share of the company surrendered to it as a gift, but may not extinguish or reduce a liability in respect of any amount unpaid on any such share except in accordance with section 43.

42. Voting

A company holding shares in itself or thereon in its holding body corporate shall not vote or permit those shares to be voted thereon unless the company-

(a) holds the shares in the capacity of a legal representative, and

(b) has complied with any provisions in regulations relating to proxies.

43. Stated capital reduction

(1) Subject to subsection (3), a company may by special resolution reduce its stated capital by-

(a) extinguishing or reducing a liability in respect of an amount unpaid on any share,

(b) returning any amount in respect of consideration that the company received for an issued share, whether or not the company purchases, redeems or otherwise acquires any share or fraction thereof that it issued, and

(c) declaring its stated capital to be reduced by an amount that is not represented by realizable assets.

(2) A special resolution under this section shall specify the stated capital account or accounts from which the reduction of stated capital effected by the special resolution will be deducted.

(3) A company shall not reduce its stated capital under paragraph (a) or (b) of subsection (1) if there are reasonable grounds for believing that-

(a) the company is unable, or would, after that reduction, be unable, to pay its liabilities as they become due, or

(b) the realizable value of the company's assets would thereby be less than the aggregate of its liabilities.

(4) A company that reduces its stated capital under this section shall not later than 30 days after the date of the passing of the resolution, serve notice of the resolution on all persons who on the date of the passing of the resolution were creditors of the company.

(5) A creditor may apply to the court for an order compelling a shareholder or other recipient-

(a) to pay to the company an amount equal to any liability of the shareholder that was extinguished or reduced contrary to this section, or

(b) to pay or deliver to the company any money or property that was paid or distributed to the shareholder or other recipient as a consequence of a reduction of capital made contrary to this section.

(6) An action to enforce a liability imposed by this section may not be commenced after 2 years from the date of the act complained of.

(7) This section does not affect any liability that arises under section 82 or 83.

44. Stated capital adjustment

(1) Upon a purchase, redemption or other acquisition by a company under section 38, 39, 40, 56 or 157, of shares or fractions thereof issued by it, the company must deduct, from the stated capital account maintained for the class or series of shares purchased, redeemed or otherwise acquired, an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series or fractions thereof purchased, redeemed or otherwise acquired, divided by the number of issued shares of that class or series immediately before the purchase, redemption or other acquisition.

(2) A company shall adjust its stated capital accounts in accordance with any special resolution referred to in subsection (2) of section 43.

(3) Upon a conversion of issued shares of a class into shares of another class, or upon a change under Division C of Part I of issued shares of a company into shares of another class or series, the company shall-

(a) deduct, from the stated capital account maintained for the class or series of shares changed or converted, an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series changed or converted, divided by the number of issued shares of that class or series immediately before the change or conversion; and

(b) add the result obtained under paragraph (a), and any additional consideration received by the company pursuant to the change, to the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been changed or converted.

(4) For the purposes of subsection (4), when a company issues two classes of shares and there is attached to each of the classes a right to convert a share of the one class into a share of the other class, then, if a share of one class is converted into a share of the other class, the amount of stated capital attributable to a share in either class is the aggregate of the stated capital of both classes divided by the number of issued shares of both classes immediately before the conversion.

45. Cancellation of shares

Shares or fractions of shares issued by a company and purchased, redeemed or otherwise acquired by the company shall be cancelled, or, if the articles of the company limited the number of authorized shares, the shares or fractions may be restored to the status of authorized, but unissued, shares.

46. Presumption re own shares

For the purposes of sections 44 and 45, a company holding shares in itself as permitted by section 38 is deemed not to have purchased redeemed or otherwise acquired those shares.

47. Changing share class

(1) Shares issued by a company and converted or changed under Division C of Part I into shares of another class or series of shares become issued shares of the class or series of shares into which the shares have been converted or changed.

(2) Where its articles limit the number of authorized shares of a class or series of shares of a company and issued shares of that class or series have become, pursuant to subsection (1), issued shares of another class or series, the number of unissued shares of the first-mentioned class or series shall, unless the articles of amendment or reorganization otherwise provide, be increased by the number of shares that, pursuant to subsection (1), became shares of another class or series.

48. Effect of purchase contract

(1) A contract with a company providing for the purchase of shares of the company is specifically enforceable against the company except to the extent that the company cannot perform the contract without thereby being in breach of section 38 or 39.

(2) In any action brought on a contract referred to in subsection (1), the company has the burden of proving that performance of the contract is prevented by section 38 or 39.

(3) Until the company has fully performed a contract referred to in subsection (1), the other party retains the status of a claimant who is entitled-

(a) to be paid as soon as the company is lawfully able to do so, or

(b) to be ranked in a winding up subordinate to the rights of creditors but in priority to the shareholders.

49. Commission for share purchase

The directors of a company acting honestly and in good faith with a view to the best interests of the company may authorize the company to pay a commission to any person in consideration of his purchasing or agreeing to purchase shares of the company from the company or from any other person, or procuring or agreeing to procure purchasers for any such shares.

50. Prohibited dividend

A company shall not declare or pay a dividend if there are reasonable grounds for believing that-

(a) the company is unable, or would, after the payment, be unable, to pay its liabilities as they become due, or

(b) the realizable value of the company's assets would thereby be less than the aggregate of its liabilities and stated capital of all classes.

51. Payment of dividend

(1) Subject to subsection (2) a company may pay a dividend in money, in property, or by issuing fully paid shares of the company.

(2) A company shall not pay a dividend in money or in property out of unrealized profits.

(3) If shares of a company are issued in payment of a dividend, the value of the dividend stated as an amount in money shall be added to the stated capital account maintained or to be maintained for the shares of the class or series issued in payment of the dividend.

52. Illicit loans by company

(1) When circumstances prejudicial to the company exist, the company or any company with which it is affiliated shall not, except as permitted by section 53, directly or indirectly, give financial assistance by means of a loan guarantee or otherwise-

(a) to a shareholder, director, officer or employee of the company or affiliated company, or to an associate of any such person for any purpose, or

(b) to any person for the purpose of, or in connection with, a purchase of a share issued or to be issued by the company or a company with which it is affiliated.

(2) Circumstances prejudicial to the company exist in respect of financial assistance mentioned in subsection (1) when there are reasonable grounds for believing that-

(a) the company is unable or would, after giving the financial assistance, be unable to pay its liabilities as they become due, or

(b) the realizable value of the company's assets, excluding the amount of any financial assistance in the form of a loan and in the form of assets pledged or encumbered to secure a guarantee, would, after giving the financial assistance, be less than the aggregate of the company's liabilities and stated capital of all classes.

53. Permitted loans

Notwithstanding section 52, a company may give financial assistance to any person by means of a loan, guarantee or otherwise-

(a) in the ordinary course of business, if the lending of money is part of the ordinary business of the company;

(b) on account of expenditures incurred or to be incurred on behalf of the company;

(c) to a holding body corporate if the company is a wholly-owned subsidiary of the holding body corporate;

(d) to a subsidiary body corporate of the company; and

(e) to employees of the company or any of its affiliates-

(i) to enable or assist them to purchase or erect living accommodation for their own occupation,

(ii) in accordance with a plan for the purchase of shares of the company or any of its affiliates to be held by a trustee, or

(iii) to enable or assist them to improve their education or skills, or to meet reasonable medical expenses.

54. Enforcement of illicit loans

A contract made by a company contrary to section 52 may be enforced by the company or by a lender for value in good faith without notice of the contravention.

55. Immunity of shareholders

The shareholders of a company are not, as shareholders, liable for any liability, act or default of the company except under subsection (5) of section 43 or subsection (2) of section 122.

56. Lien on shares

(1) Subject to this Ordinance, the articles of a company may provide that the company has a lien on a share registered in the name of a shareholder or his legal representative for a debt of that shareholder to the company including an amount unpaid in respect of a share issued by a company on the date it was continued under this Ordinance.

(2) A company may enforce a lien referred to in subsection (1) in accordance with its by-laws.

(5) A director appointed or elected to fill a vacancy holds office for the unexpired term of his predecessor.

72. Numbers changed

The shareholders of a company may amend the articles of the company to increase or, subject to paragraph (h) of section 67 to decrease, the number of directors, or the minimum or maximum number of directors, but no decrease shortens the term of the incumbent director.

73. Notice of change

(1) Within 15 days after a change is made among its directors, a company shall send to the Registrar a notice in the approved form setting out the change; and the Registrar shall file the notice.

(2) Any interested person, or the Registrar, may apply to the court for an order to require a company to comply with subsection (1); and the court may so order and make any further order it thinks fit.

74. Directors' meeting

(1) Unless the articles or by-laws of a company otherwise provide, the directors of a company may meet at any place, and upon such notice as the by-laws require.

(2) Subject to the articles or by-laws, a majority of the number of directors or minimum number of directors required by the articles constitutes a quorum at any meeting of directors; and notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

75. Notice and waiver

A director may, in any manner, waive a notice of meeting of directors; and attendance of a director at a meeting of directors is a waiver of notice of the meeting by the director except when he attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

76. Adjourned meeting

Notice of an adjourned meeting of directors need not be given if the time and place of the adjourned meeting is announced at the original meeting.

77. One director

Where a company has only one director, that director shall constitute a meeting.

78. Telephone participation

(1) Subject to the by-laws of a company, a director may, if all the directors of the company consent, participate in a meeting of directors of the company or of a committee of the directors by means of such telephone or other communication facilities as permit all persons participating in the meeting to hear each other.

(2) A director who participates in a meeting of directors by such means as are described in subsection (1), is, for the purposes of this Ordinance, present at the meeting.

79. Delegation of powers

(1) Directors of a company may appoint from their number a managing director or a committee of directors and delegate to the managing director or committee any of the powers of the directors.

(2) Notwithstanding subsection (1), no managing director and no committee of directors of a company may-

(a) submit to the shareholders any question or matter requiring the approval of the shareholders;

(b) fill a vacancy among the directors or in the office of auditors;

(c) issue shares except in the manner and on the terms authorized by the directors;

(d) declare dividends;

(e) purchase, redeem or otherwise acquire shares issued by the company;

(f) pay a commission referred to in section 49;

(g) approve any financial statements referred to in section 125; or

(h) adopt, amend or repeal by-laws.

80. Validity of acts

An act of a director or officer is valid notwithstanding any irregularity in his election or appointment, or any defect in his qualification.

81. Resolution in writing

(1) When a resolution in writing is signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors-

(a) the resolution is as valid as if it had been passed at a meeting of directors or a committee of directors, and

(b) the resolution satisfied all the requirements of this Ordinance relating to meetings of directors or committees of directors.

(2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors or committee of directors.

Liability of Directors

82. Liability for share issue

Directors of a company who vote for or consent to a resolution authorizing the issue of a share under section 29 for a consideration other than money are jointly and severally liable to the company to make good any amount by which the consideration received is less than the fair equivalent of the money that the company would have received if the share had been issued for money on the date of the resolution.

83. Liability for other acts

Directors of a company who vote for, or consent to, a resolution authorizing-

(a) a purchase, redemption or other acquisition of shares contrary to sections 38, 39 and 40;

(b) a commission contrary to section 49;

(c) a payment of a dividend contrary to section 50 or 51;

(d) financial assistance contrary to section 52;

are jointly and severally liable to restore to the company any amounts so distributed or paid and not otherwise recovered by the company.

84. Contribution for judgement

A director who has satisfied a judgement founded on a liability under section 82 or 83 is entitled to contribution from the other directors who voted for or consented to the unlawful act upon which the judgement was founded.

85. Recovery by action

(1) A director who is liable under section 83 may apply to the court for an order compelling a shareholder or other recipient to pay or deliver to the director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 38, 39, 49, 50, 51, 52, or 53.

(2) In connection with an application under subsection (1), the court may, if it is satisfied that it is equitable to do so-

(a) order a shareholder or other recipient to pay or deliver to a director any money or property that was paid or distributed to the shareholder or other recipient contrary to any of the provisions of section 38, 39, 40, 49, 50, 51, 52, 53, 96 to 100.

(b) order a company to return or issue shares to a person from whom the company has purchased, redeemed or otherwise acquired shares, or

(c) make any further order it thinks fit.

86. Defence to liability

A director of a company is not liable under section 82 if he did not know and could not reasonably have known that the share was issued for a consideration less than the fair equivalent of the money that the company would have received if the share had been issued for money.

87. Time limit on liability

An action to enforce a liability imposed under section 82 or 83 may not be commenced after 2 years from the date of the resolution authorizing the action complained of.

Contractual Interest

88. Interests in contracts

(1) A director or officer of a company-

(a) who is a party to a material contract or proposed material contract with the company, or

(b) who is a director or an officer of any body, or has a material interest in any body, that is a party to a material contract or proposed material contract with the company,

shall disclose in writing to the company or request to have entered in the minutes of meetings of directors the nature and extent of his interest.

(2) The disclosure required by subsection (1) shall be made, in the case of a director of a company-

(a) at the meeting at which a proposed contract is first considered;

(b) if the director was not then interested in a proposed contract, at the first meeting after he becomes so interested;

(c) if the director becomes interested after a contract is made, at the first meeting after he becomes so interested; or

(d) if a person who is interested in a contract later becomes a director of the company, at the first meeting after he becomes a director.

(3) The disclosure required by subsection (1) shall be made, in the case of an officer of a company who is not a director-

(a) forthwith after he becomes aware that the contract, or proposed contract is to be considered, or has been considered, at a meeting of directors of the company;

(b) if the officer becomes interested after a contract is made, forthwith after he becomes so interested; or

(c) if a person who is interested in a contract later becomes an officer of the company, forthwith after be becomes an officer.

(4) If a material contract or a proposed material contract is one that, in the ordinary course of the company's business, would not require approval by the directors or shareholders of the company, a director or officer of the company shall disclose in writing to the company, or request to have entered in the minutes of meeting of directors, the nature and extent of his interest forthwith after the director or officer becomes aware of the contract or proposed contract.

(5) A director of a company who is referred to in subsection (1) may vote on any resolution to approve a contract that he has an interest in, if the contract-

(a) is an arrangement by way of security for money loaned to, or obligations undertaken by him, for the benefit of the company or an affiliate of the company;

(b) is a contract that relates primarily to his remuneration as a director, officer, employee or agent of the company or an affiliate of the company;

(c) is a contract for indemnity or insurance under sections 96 to 100;

(d) is a contract with an affiliate of the company; or

(e) is a contract other than one referred to in paragraphs (a) to (d);

but, in the case of a contract described in paragraph (e), no resolution is valid unless notice of the nature and extent of the director's interest in the contract is declared and disclosed in reasonable detail to the shareholders of the company and the resolution is approved by not less than two-thirds of the votes.

89. Interest declaration

For the purposes of section 88, a general notice to the directors of a company by a director or an officer of the company declaring that he is a director or officer of, or has a material interest in, another body, and is to be regarded as interested in any contract with that body is a sufficient declaration of interest in relation to any such contract.

90. Avoidance of nullity

A material contract between a company and one or more of its directors or officers, or between a company and another body of which a director or officer of the company is a director or officer, or in which he has a material interest, is neither void nor voidable-

(a) by reason only of that relationship, or

(b) by reason only that a director with an interest in the contract is present at, or is counted to determine the presence of a quorum at, a meeting of directors or a committee of directors that authorized the contract,

if the director or officer disclosed his interest in accordance with subsection (2), (3) or (4) of section 88 or section 89, as the case may be, and the contract was approved by the directors or the shareholders and was reasonable and fair to the company at the time it was approved.

91. Setting aside contract

When a director or officer of a company fails to disclose, in accordance with section 88 or 89, his interest in a material contract made by the company, the Court may, upon the application of the company or a shareholder of the company set aside the contract on such terms as the Court thinks fit.

Officers of the Company

92. Designation of officers, etc

Subject to this Ordinance and to the articles or by-laws of a company or any unanimous shareholder agreement-

(a) the directors of the company may designate the officers of the company, appoint as officers persons of full capacity, specify their duties and delegate to them powers to manage the business and affairs of the company, except powers to do anything referred to in subsection (2) of section 79;

(b) a director may be appointed to any office of the company; and

(c) 2 or more offices of the company may be held by the same person.

Borrowing Powers of Directors

93. Borrowing powers

(1) Unless the articles or by-laws of, or any unanimous shareholder agreement relating to, the company otherwise provide, the directors of the company may, without authorization of the shareholders-

(a) borrow money upon the credit of the company;

(b) issue, re-issue, sell or pledge debentures of the company;

(c) subject to section 52, give a guarantee on behalf of the company to secure performance of an obligation of any person; and

(d) mortgage, charge, pledge, or otherwise create to secure any obligation of the company or any other person a security interest in all or any property of the company that is owned or subsequently acquired by the company.

(2) Notwithstanding subsection (2) of section 79 and paragraph (a) of section 92, unless the articles or by-laws of, or any unanimous shareholder agreement relating to, a company otherwise provide, the directors of the company may by resolution delegate the powers mentioned in subsection (1) to a director, a committee of directors or any officer of the company.

Duty of Directors and Officers

94. Duty of care

(1) Every director and officer of a company in exercising his powers and discharging his duties shall-

(a) act honestly and in good faith with a view to the best interests of the company; and

(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

(2) In determining what are the best interests of a company, a director shall have regard to the interest of the company's employees in general as well as the interests of its shareholders.

(3) The duty imposed by subsection (2) on the directors of a company is owed by them to the company alone; and the duty is enforceable in the same way as any other fiduciary duty owed to a company by its directors.

(4) No information about the business or affairs of a company shall be disclosed by a director or officer of the company except-

(a) for the purposes of the exercise or performance of his functions as a director or officer;

(b) for the purposes of any legal proceedings;

(c) pursuant to the requirements of any enactment, or

(d) when authorized by the company.

(5) Every director and officer of a company shall comply with this Ordinance and the regulations, and with the articles and by-laws of the company, and any unanimous shareholder agreement relating to the company.

(6) Subject to subsection (2) of section 122, no provision in a contract, the articles of a company, its by-laws or any resolution, relieves a director or officer of the company from the duty to act in accordance with this Ordinance or the regulations, or relieves him from liability for a breach of this Ordinance or the regulations.

95. Dissenting to resolutions

(1) A director who is present at a meeting of the directors or of a committee of directors consents to any resolution passed or action taken at that meeting, unless-

(a) he requests that his dissent be or his dissent is entered in the minutes of the meeting,

(b) he sends his written dissent to the secretary of the meeting before the meeting is adjourned, or

(c) he sends his dissent by registered post or delivers it to the registered office of the company immediately after the meeting is adjourned.

(2) A director who votes for, or consents to, a resolution may not dissent under subsection (1).

(3) A director who was not present at a meeting at which a resolution was passed or action taken is presumed to have consented thereto unless, within 7 days after he becomes aware of the resolution, he-

(a) causes his dissent to be placed with the minutes of the meeting, or

(b) sends his dissent by registered post or delivers it to the registered office of the company.

(4) A director is not liable under section 82, 83 or 94 if he relies in good faith upon-

(a) financial statements of the company represented to him by an officer of the company, or

(b) a report of an attorney-at-law, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by him.

Indemnities

96. Indemnifying directors, etc

(1) Except in respect of an action by or on behalf of a company or body corporate to obtain a judgement in its favour, a company may indemnify-

(a) a director or officer of the company,

(b) a former director or officer of the company, or

(c) a person who acts or acted at the company's request as a director or officer of a body corporate of which the company is or was a shareholder or creditor,

and his legal representatives, against all costs, charges and expenses (including an amount paid to settle an action or satisfy a judgement) reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being, or having been, a director or officer of that company or body corporate.

(2) Subsection (1) does not apply unless the director or officer to be so indemnified-

(a) acted honestly and in good faith with a view to the best interests of the company, and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful.

97. For derivative action

A company may with the approval of the Court indemnify a person referred to in section 96 in respect of an action-

(a) by or on behalf of the company or body corporate to obtain a judgement in its favour, and

(b) to which he is made a party by reason of being or having been a director or an officer of the company or body corporate,

against all costs, charges and expenses reasonably incurred by him in connection with the action, if he fulfils the conditions set out in subsection (2) of section 96.

98. Right to indemnity

Notwithstanding anything in section 96 or 97, a person described in section 96 is entitled to indemnity from the company in respect of all costs, charges and expenses reasonably incurred by him in connection with the defence of any civil, criminal or administrative action or proceedings to which he is made a party by reason of being, or having been, a director or officer of the company or body corporate, if the person seeking indemnity-

(a) was substantially successful on the merits in his defence of the action or proceeding,

(b) qualified in accordance with the standards set out in section 96 or 97, and

(c) is fairly and reasonably entitled to indemnity.

99. Insurance of directors, etc

A company may purchase and maintain insurance for the benefit of any person referred to in section 96 against any liability incurred by him under paragraph (b) of subsection (1) of section 94 in his capacity as a director or officer of the company.

100. Court approval of indemnity

(1) A company or person referred to in section 96 may apply to the Court for an order approving an indemnity under section 97 or 98; and the Court may so order and make any further order it thinks fit.

(2) An applicant under subsection (1) shall give the Registrar notice of the application; and the Registrar may appear and be heard in person or by an attorney-at-law.

(3) Upon an application under subsection (1), the Court may order notice to be given to any interested person; and that person may appear and be heard in person or by an attorney-at-law.

101. Remuneration

Subject to its articles or by-laws, or any unanimous shareholder agreement, the directors of a company may fix the remuneration of the directors, officers and employees of the company.

DIVISION E: SHAREHOLDERS OF COMPANIES

(4) If, after receiving a requisition referred to in subsection (1), the directors do not call a meeting of shareholders within 21 days after receiving the requisition, any shareholder who signed the requisition may call the meeting.

Controverted Affairs

120. Court review controversy

(1) A company or a shareholder or director thereof may apply to the court to determine any controversy with respect to an election or appointment of a director or auditor of the company.

(2) Upon an application made under this section, the court may make any order it thinks fit including-

(a) an order restraining a director or auditor whose election or appointment is challenged from acting, pending determination of the dispute;

(b) an order declaring the result of the disputed election or appointment;

(c) an order requiring a new election or appointment, and including in the order directions for the management of the business and affairs of the company until a new election is held, or appointment made; and

(d) an order determining the voting rights of shareholders and of persons claiming to own shares.

Shareholder Agreements

121. Pooling agreement

A written agreement between two or more shareholders of a company may provide that in exercising voting rights the shares held by them will be voted as provided in the agreement.

122. Unanimous shareholder agreement

(1) An otherwise lawful written agreement among all the shareholders of a company, or among all the shareholders and a person who is not a shareholder, that restricts, in whole or in part, the powers of the directors of the company to manage the business and affairs of the company is valid.

(2) A shareholder who is a party to any unanimous shareholder agreement has all the rights, powers and duties, and incurs all the liabilities of a director of the company to which the agreement relates, to the extent that the agreement restricts a resolution in writing dealing with the discretion or powers of the directors to manage the business and affairs of the company; and the directors are thereby relieved of their duties and liabilities to the same extent.

(3) If a person who is the beneficial owner of all the issued shares of a company makes a written declaration that restricts in whole or in part the powers of the directors to manage the business and affairs of the company, the declaration constitutes a unanimous shareholder agreement.

(4) Where any unanimous shareholder agreement is executed or terminated, written notice of that fact, together with the date of the execution or termination thereof, shall be filed with the Registrar within 15 days after the execution or termination.

Shareholder Approvals

123. Extraordinary transactions

(1) A sale, lease or exchange of all, or substantially all the property of a company other than in the ordinary course of business of the company requires the approval of the shareholders in accordance with this section.

(2) A notice of a meeting of shareholders complying with section 108 shall be sent in accordance with that section to each shareholder and shall-

(a) include or be accompanied by a copy or summary of the agreement of sale, lease or exchange, and

(b) state that a dissenting shareholder is entitled to be paid the fair value of his shares,

but failure to make the statement referred to in paragraph (b) does not invalidate a sale, lease or exchange referred to in subsection (1).

(3) At the meeting referred to in subsection (2) the shareholders may authorize the sale, lease or exchange of the property, and may fix or authorize the directors to fix any of the terms and conditions of the sale, lease or exchange.

(4) Each share of the company carries the right to vote in respect of a sale, lease or exchange referred to in subsection (1), whether or not it otherwise carries the right to vote.

(5) The shareholders of a class or series of shares of the company are entitled to vote separately as a class or series in respect of a sale, lease or exchange in a manner different from the shares of another class or series.

(6) A sales, lease or exchange referred to in subsection (1) is adopted when the shareholders of each class or series of shares who are entitled to vote thereon have, by special resolution, approved of the sale, lease or exchange.

(7) The directors of a company, if authorized by the shareholders approving a proposed sale, lease or exchange, may, subject to the rights of third parties, abandon the sale, lease or exchange without any further approval of the shareholders.

DIVISION F: FINANCIAL DISCLOSURE

124. Accounts

A company other than a public company shall keep proper books of accounts or other records with respect to-

(a) all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure take place;

(b) all sales and purchases of goods by the company; and

(c) the assets and liabilities of the company,

as are necessary to give a true and fair view of the state of the company's affairs and to explain its transactions.

125. Annual financial returns

(1) Subject to this section and to section 126, the directors of a public company shall place before the shareholders at every annual meeting of the shareholders of the company-

(a) comparative financial statements, as prescribed, relating separately to-

(i) the period that began on the date the company came into existence and ended not more than 12 months after that date, or, if the company has completed a financial year, the period that began immediately after the end of the last period for which financial statements were prepared and ended not more than 12 months after the beginning of that period, and

(ii) the immediately preceding financial year;

(b) the report of the auditor; and

(c) any further information respecting the financial position of the company and the results of its operations required by the articles of the company, its by-laws, or any unanimous shareholder agreement.

(2) The financial statements required by subparagraph (ii) of paragraph (a) of subsection (1) may be omitted if the reason for the omission is set out in the financial statements, or in a note thereto to be placed before the shareholders at an annual meeting.

(3) The Registrar may in any particular case adjust the period relating to which comparable financial statements are to be placed before the shareholders at any annual meeting.

126. Exemption for information

Upon the application of a company referred to in section 125 for authorization to omit for information from its financial statements any prescribed item or to dispense with the publication of any particular financial statement the Registrar may, if he reasonably believes that disclosure of the information therein contained would be detrimental to the company, permit its omission on such reasonable conditions as he thinks fit.

127. Consolidated financial returns

(1) A company shall keep at its registered office a copy of the financial statements of each of its subsidiary bodies corporate the accounts of which are consolidated in the financial statements of the company.

(2) Shareholders of a company and their agents and legal representatives may, upon request therefor, examine the statements referred to in subsection (1) during the usual business hours of the company, and may make extracts from those statements, free of charge.

(3) A company may, within 15 days of a request to examine statements under subsection (2), apply to the Court for an order barring the right of any person to examine those statements; and the Court may, if it is satisfied that the examination would be detrimental to the company or a subsidiary body corporate, bar that right and make any further order the Court thinks fit.

(4) A company shall give the Registrar and the person asking to examine statements under subsection (2) notice of any application under subsection (3); and the Registrar and that person may appear and be heard in person or by an attorney-at-law.

128. Approval of directors

(1) The directors of a public company shall approve the financial statements referred to in section 125, and the approval shall be evidenced by the signature of 1 or more directors.

(2) A public company shall not issue, publish or circulate copies of the financial statements referred to in section 125 unless the financial statements are-

(a) approved and signed in accordance with subsection (1), and

(b) accompanied by a report of the auditor of the company.

129. Copies of documents to be sent to shareholders

Not less than 21 days before each annual meeting of the shareholders of a public company or before the signing of a resolution under paragraph (b) of subsection (1) of section 118 in lieu of its annual meeting, the company shall send a copy of the documents referred to in section 125 to each shareholder, except a shareholder who has informed the company in writing that he does not want a copy of those documents.

130. Registrar's copies

(1) A public company shall send a copy of the documents referred to in section 125 to the Registrar, not less than 21 days before annual meeting of the shareholders or forthwith after the signing of a resolution under paragraph (b) of subsection (1) of section 118 in lieu of the annual meeting, and in any event not later than 15 months after the last date when the last preceding annual meeting should have been held or a resolution in lieu of the meeting should have been signed.

(2) Upon the application of a company, the Registrar may exempt the company from the application of subsection (1) in circumstances which he specifies.

(3) If a company referred to in subsection (1) -

(a) sends interim financial statements or related documents to its shareholders, or

(b) is required to file interim financial statements or related documents with, or to send them to, a public authority or a recognized stock exchange,

the company shall forthwith send copies thereof to the Registrar.

(4) A subsidiary company is not required to comply with this section if-

(a) the financial statements of its holding company are in consolidated or combined form and included the accounts of the subsidiary, and

(b) the consolidated or combined financial statements of the holding company are included in the documents sent to the Registrar by the holding company in compliance with this section.

Company Auditor

131. Eligibility for appointment

(1) A person is eligible for appointment as auditor of a company only if he-

(a) is a practising member of a recognized supervisory body, and

(b) is eligible for the appointment under the rules of that body.

(2) An individual or a firm may be appointed as auditor of a company.

(3) In this section "recognized supervisory body" means a recognized accounting body approved by the Registrar.

132. Disqualifying auditor

(1) A person is ineligible for appointment as auditor of a company if he is -

(a) an officer or employee of the company, or

(b) a partner or employee of such a person, or a partnership of which such a person is a partner,

or if he is ineligible by virtue of paragraph (a) or (b) for appointment as auditor of any associated undertaking of the company.

(2) A person is also ineligible for appointment as auditor of a company if there exists between him and any associate of his and the company or any associated undertaking a connection of any such description as may be prescribed.

(3) In this section "associated undertaking" in relation to a company means -

(a) a parent undertaking or subsidiary undertaking of the company, or

(b) a subsidiary undertaking of any parent undertaking of the company.

133. Effect of ineligibility

(1) No person shall act as auditor of a company if he is ineligible for appointment to the office.

(2) If during his term of office an auditor of a company becomes ineligible for appointment to the office, he shall thereupon vacate office and shall forthwith give notice in writing to the company concerned that he has vacated it by reason of ineligibility.

134. Appointment of auditor

(1) The shareholders of a public company shall, by ordinary resolution at the first annual meeting of shareholders and at each succeeding annual meeting, appoint an auditor to hold office until the close of the next annual meeting.

(2) An auditor appointed under section 61 (1) (e) is eligible for appointment under subsection (1).

(3) Notwithstanding subsection (1), if an auditor is not appointed at a meeting of shareholders, the incumbent auditor continues in office until his successor is appointed.

(4) The remuneration of an auditor may be fixed by ordinary resolution of the shareholders, or if not so fixed, it may be fixed by the directors.

135. Cessation of office

(1) An auditor of a company ceases to hold office when-

(a) he dies or resigns, or

(b) he is removed pursuant to section 136.

(2) A resignation of an auditor becomes effective at the time a written resignation is sent to the company, or at the times specified in the resignation, whichever is the later date.

136. Removal of auditor

(1) The shareholders of a company may by ordinary resolution at a special meeting remove an auditor other than an auditor appointed by a court order under section 138.

(2) A vacancy created by the removal of an auditor may be filled at any meeting at which the auditor is removed, or, if the vacancy is not so filled, it may be filled under section 137.

137. Filling auditor vacancy

(1) Subject to subsection (3), the directors shall forthwith fill a vacancy in the office of auditor.

(2) If there is not a quorum of directors, the directors then in office shall, within 21 days after a vacancy in the office of auditor occurs, call a special meeting of shareholders to fill the vacancy; and if they fail to call a meeting, or if there are no directors, the meeting may be called by any shareholder.

(3) The articles of a company may provide that a vacancy in the office of auditor be filled only by vote of the shareholders.

(4) An auditor appointed to fill a vacancy holds office for the unexpired term of his predecessor.

138. Court appointed auditor

If a company does not have an auditor, the court may, upon the application of a shareholder or the Registrar, appoint and fix the remuneration of an auditor, and the auditor holds office until an auditor is appointed by the shareholders.

139. Auditor's rights to notice

The auditor of a company is entitled to receive notice of every meeting of the shareholders of the company, and, at the expense of the company to attend and be heard at the meeting on matters relating to his duties as auditor.

140. Required attendance

(1) If a shareholder of a company, whether or not he is entitled to vote at the meeting, or a director of a company gives written notice to the auditor of the company, not less than 10 days before a meeting of the shareholders of the company, to attend the meeting, the auditor shall attend the meeting at the expense of the company and answer questions relating to his duties as auditor or former auditor of the company.

(2) A shareholder or director who sends a notice referred to in subsection (1) shall, concurrently, send a copy of the notice to the company.

(3) Subsection (1) applies mutatis mutandis to any former auditor of the company.

141. Right to comment

(1) An auditor who -

(a) resigns,

(b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing him from office, or

(c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed to fill the office of auditor, whether because of the resignation or removal of the incumbent auditor or because his term of office has expired or is about to expire,

may submit to the company a written statement giving the reasons for his resignation or the reasons why he opposes any proposed action or resolution.

(2) When it receives a statement referred to in subsection (1), the company shall forthwith send a copy of the statement to every shareholder entitled to receive notice of any meeting referred to in section 139 and to the Registrar.

142. Examination by auditor

(1) An auditor of a company shall make the examination that is in his opinion necessary to enable him to report in the prescribed manner on the financial statements required by this Ordinance to be placed before the shareholders, except such financial statement or parts thereof that relates to the immediately preceding financial year referred to in subparagraph (ii) of paragraph (a) of subsection (1) of section 125.

(2) Notwithstanding section 143, an auditor of a company may reasonably rely upon the report of an auditor of a body corporate or an unincorporated business the accounts of which are included in whole or in part in the financial statements of the company.

(3) For the purpose of subsection (2) reasonableness is a question of fact.

(4) Subsection (2) applies whether or not the financial statements of the holding company reported upon by the auditor are in consolidated form.

143. Right to inspect

(1) Upon the demand of an auditor of a company, the present or former directors, officers, employees or agents of the company shall furnish to the auditor-

(a) such information and explanations, and

(b) such access to records, documents, books, accounts and vouchers of the company or any of its subsidiaries,

as are, in the opinion of the auditor, necessary to enable him to make the examination and report required under section 142 and that the directors, officers, employees or agents are reasonably able to furnish.

(2) Upon the demand of an auditor of a company, the director of the company shall-

(a) obtain from the present or former directors, officers, employees or agents of any subsidiary of the company the information and explanations that the directors, officers, employees and agents are reasonably able to furnish, and that are, in the opinion of the auditor, necessary to enable him to make the examination and report required under section 142, and

(b) furnish the information and explanations so obtained to the auditor.

144. Detected error

(1) A director or an officer of a company shall forthwith notify the auditor of any error or mis-statement of which he becomes aware in a financial statement that the auditor or a former auditor of the company has reported upon.

(2) When the auditor or a former auditor of a company is notified or becomes aware of an error or mis-statement in a financial statement upon which he has reported to the company and in his opinion, the error or mis-statement is material, he shall inform each director of the company accordingly.

(3) When under subsection (2) the auditor or a former auditor of a company informs the directors of an error or mis-statement in a financial statement of the company, the directors shall-

(a) prepare and issue revised financial statements, or

(b) otherwise inform the shareholders of the error or mis-statement,

and, if the company is one that is required to comply with section 130, inform the Registrar of the error or mis-statement in the same manner as the directors inform the shareholders of the error or mis-statement.

145. Privilege of auditor

An auditor is not liable to any person in an action for defamation based on any act done or not done, or any statement made by him in good faith, in connection with any matter he is authorized or required to do under this Ordinance.

DIVISION G: CORPORATE RECORDS

Registered Office of Company

146. Registered office

(1) A company shall at all times have a registered office in Anguilla.

(2) The directors of the company may change the address of the registered office.

147. Notice of address

(1) At the time of sending articles of incorporation, the incorporators shall send to the Registrar, in the approved form, notice of the address of the registered office of the company and the Registrar shall file the notice.

(2) A company shall within 15 days of any change of address of its registered office, send to the Registrar a notice in the approved form of the change, which the Registrar shall file.

Company Registers and Records

148. Records of company

(1) A company shall prepare and maintain at its registered office, records containing-

(a) the articles and the by-laws, and all amendments thereto, and a copy of any unanimous shareholder agreement and amendments thereto;

(b) minutes of meetings and resolutions of shareholders;

(c) copies of all notices required by section 65, 73, or 147; and

(d) registers of shareholders and of directors.

(2) A company that issues debentures shall prepare and maintain a register of debenture holdings showing-

(a) the name and the latest known address of each debenture holder;

(b) the principal of the debentures held by each holder;

(c) the amount or the highest amount of any premium payable on redemption of the debentures;

(d) the issue price of the debentures and the amount paid up on the issue price;

(e) the date on which the name of each person was entered on the register as a debenture holder; and

(f) the date on which each person ceased to be a debenture holder.

(4) A company that grants conversion privileges option, or rights to acquire shares of the company shall maintain a register showing the name and latest known address of each person to whom the privileges, options or rights have been granted and such other particulars in respect thereof as are prescribed.

(5) A company may appoint an agent to prepare and maintain the registers required by this section to be prepared and maintained by the company; and the registers may be kept at the registered office of the company or at some other place in Anguilla designated by the directors of the company.

Records of Trusts

149. Trust notices

(1) Except as provided in this section, notice of a trust express, implied or constructive, shall not be-

(a) entered by a company in any of the registers maintained by it pursuant to section 148, or

(b) received by the Registrar.

(2) No liabilities are affected by anything done in pursuance of subsection (3), (4) or (5); and the company concerned is not affected with notice of any trust by reason of anything so done.

(3) A personal representative of the estate of a deceased individual who was registered in a register of a company as a member or debenture holder may become registered as the holder of that share or debenture as personal representative of that estate.

(4) A personal representative of the estate of a deceased individual who was beneficially entitled to a share or debenture of the company that is registered in a register of the company may, with the consent of the company and of the registered member or debenture holder, become the registered member or debenture holder as the personal representative of the estate.

(5) When a personal representative of an estate of a deceased individual is registered pursuant to subsection (3) as a holder of a share or debenture of a company, the personal representative is, in respect of that share or debenture, subject to the same liabilities, and no more, that he would be subject to had the share or debenture remained registered in the name of the deceased individual.

Accounts, Minutes and Other Records

150. Other records

(1) In addition to the records described in section 148, a company shall prepare and maintain adequate accounting records and records containing minutes of meetings and resolutions of the directors and any committees of the directors.

(2) The records required under subsection (1) shall be kept at the registered office of the company or at some other place in Anguilla.

Form of Records

151. Records form

All records required by this Ordinance to be prepared and maintained-

(a) may be in a bound or loose-leaf form or in a photographic film form, or

(b) may be entered or recorded-

(i) by any system of mechanical or electronic data processing, or

(ii) by any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

Care of Records

152. Duty of care of records

A company and its agents shall take reasonable precautions -

(a) to prevent loss or destruction of,

(b) to prevent falsification of entries in, and

(c) to facilitate detection and correction of inaccuracies in,

the records required by this Ordinance to be prepared and maintained in respect of the company.

Access to Records

153. Access to records

(1) The directors and shareholders of a company, and their agents and legal representatives, may during the usual business hours of the company, examine the records of the company referred to in section 148 and may take

extracts therefrom free of charge.

(2) A shareholder of a company is, upon request and without charge, entitled to one copy of the articles and by-laws of the company and any unanimous shareholder agreement, and to one copy of any amendments to any of those documents.

154. Annual Returns

(1) A company shall in each year not later than the anniversary date of its incorporation or continuance under this Ordinance send to the Registrar a return in the approved form, containing such information as the Registrar requires made up to the preceding 31st day of December and accompanied by the prescribed fees.

(2) A director or officer of the company shall certify the contents of every return made under this section.

DIVISION H: FUNDAMENTAL COMPANY CHANGES

(b) whenever any of the particulars in a prospectus issued by such a company ceases in a material respect to be accurate it shall give reasonable public notice of the change of the particulars.

Liability for mis-statements

172. Civil liability for mis-statements

(1) Where a prospectus invites persons to subscribe shares in a company, the following persons shall be liable to pay compensation to all persons who subscribe for any shares on the faith of the prospectus for the loss or damage they may have sustained by reason of any untrue statement included therein, that is to say:

(a) every person who is an officer of the company at the times of the issue of the prospectus;

(b) every person who has authorized himself to be named and is named in the prospectus as an officer or as having agreed to become an officer either immediately or after an interval of time;

(c) every person being a promoter of the company; and

(d) every person who has authorized the issue to the public of the prospectus.

(2) No person is liable under subsection (1) if he proves-

(a) that, having consented to become an officer of the company, he withdrew his consent before the issue of the prospectus, and that it was issued without his authority or consent; or

(b) that the prospectus was issued without his knowledge or consent, and that on becoming aware of its issue he forthwith gave reasonable public notice that it was issued without his knowledge or consent; or

(c) that, after the issue of the prospectus and before allotment thereunder, he on becoming aware of any untrue statement therein, withdrew his consent thereto and gave reasonable public notice of the withdrawal and of the reason therefor; or

(d) that-

(i) as regards every untrue statement not purporting to be made on the authority of an expert or of a public official document or statement, he had reasonable grounds to believe, and did up to the time of the allotment of shares believe, that the statement was true; and

(ii) as regards every untrue statement purporting to be a statement by an expert or contained in what purports to be a copy of or extract from a report or valuation of an expert, it fairly represented the statement, or was a correct and fair copy of or extract from the report or valuation, and he had reasonable grounds to believe and did up to the time of the issue of the prospectus believe that the person making the statement was competent to make it and had not withdrawn or altered it; and

(iii) as regards every untrue statement purporting to be a statement made by an official person or contained in what purports to be a copy of or extract from a public official document, it was a correct and fair representation of the statement or copy of or extract from the document.

(3) Where the prospectus contains-

(a) the name of a person as an officer of the company or as having agreed to become an officer of the company thereof, and he has not consented to become an officer, or has withdrawn his consent before the issue of the prospectus, and has not authorized or consented to the issue thereof, or

(b) a statement by an expert or what purports to be a copy of or extract from a report or valuation of any expert, which the expert has withdrawn or altered, the officer of the company, and any other person who authorized the issue thereof shall be liable to indemnify the person named or whose consent was required, as the case may be, against all damages, costs and expenses to which he may be made liable by reason of his name having been inserted in the prospectus or of the inclusion therein of a statement purporting to be made by him as an expert, as the case may be, or in defending himself against any action or legal proceeding brought against him in respect thereof.

(4) A person is not deemed for the purposes of subsection (3) to have authorized the issue of a prospectus by reason only of the inclusion therein of a statement purporting to be made by him as an expert.

173. Liability of experts

A person referred to as an expert in a prospectus is not liable under section 172 if any untrue statement was not made by him or that as regards any untrue statement made by him he was competent to make the statement and had reasonable grounds to believe and did believe up to the date of the issue of the prospectus that it was true or on becoming aware that the statement was untrue before the issue of the prospectus he had given reasonable public notice of his disassociation from the prospectus and the reasons therefor.

PART III

OTHER REGISTERED COMPANIES

DIVISION A: ASSOCIATIONS NOT FOR PROFIT

174. Association not for profit

(1) Where the Registrar is satisfied that an association is being formed as a non-profit company, he may subject to subsection (2), accept the articles of the company.

(2) In order to qualify as a non-profit company, the association must restrict its undertaking to one that is of a patriotic, religious, philanthropic, charitable, educational, scientific, sporting, or athletic nature or the like or the promotion of some other useful object.

(3) The Registrar may attach such other conditions as he thinks fit to impose, and such conditions are binding on the company, and shall be endorsed on the articles of incorporation.

(4) Section 10 (1) applies to a non-profit company.

(5) The provisions of this Ordinance apply mutatis mutandis to non-profit associations.

DIVISION B: COMPANIES LIMITED BY GUARANTEE AND HYBRID COMPANIES

175. Other companies

(1) Subject to subsections (2) and (3) a company -

(a) limited by guarantee, or

(b) limited by both shares and guarantee,

may be incorporated.

(2) Each member of such a company must undertake to contribute to the assets of the company in the event of its winding up, while he is a member or within such period after he ceases to be a member as is specified in the by-laws.

(3) The member is also liable, after he ceases to be a member for liabilities of the company incurred before he ceased to be a member and the costs, charges and expenses of winding-up and for adjusting of the rights and contributions amongst themselves in an amount to be specified.

(4) The provisions of this Ordinance apply mutatis mutandis to a company referred to in this Division.

DIVISION C: FOREIGN COMPANIES

176. Delivery of documents

(1) A foreign company shall prior to commencing business within Anguilla deliver to the Registrar

(a) a copy, certified under the public seal of the country, city, place or Registrar under the laws of which the foreign company has been incorporated, of its charter, statutes or articles of association or other instrument constituting or defining its constitution and if the instrument is not written in the English language a certified translation thereof;

(b) a list of its directors containing such particulars with respect to the directors as are by this Ordinance required to be contained with respect to directors in the register of the directors of a company;

(c) the names and addresses of one or more persons resident in Anguilla authorized to accept on its behalf service of process and any notices required to be served on it,

and shall pay to the Registrar the prescribed fee.

(2) Every foreign company that was carrying on business in Anguilla immediately before the commencement date, shall, within 12 months after that date apply to the Registrar for registration under this Ordinance.

177. Certificate of registration

(1) Upon compliance with section 176, the Registrar shall register such company and issue a certificate of registration.

(2) A certificate of registration of a company issued under this section is conclusive evidence that the company has complied with all the requirements of this Ordinance.

178. Alteration of constituent instruments

If in the case of any foreign company any alteration is made in-

(a) its charter, statutes or memorandum and articles of association or any such instruments; or

(b) the names or addresses of the persons authorized to accept service on its behalf,

the foreign company shall within 21 days after the date on which particulars of the alterations have been received in Anguilla from the place where the foreign company is incorporated, deliver to the Registrar a return containing the particulars of the alteration.

179. Requirements

(1) A foreign company shall state the country in which the foreign company is incorporated in every prospectus inviting subscriptions for its shares or debentures in Anguilla.

(2) A foreign company shall-

(i) conspicuously exhibit on every place where it carries on business in Anguilla the name of the foreign company and the country in which it is incorporated; and

(ii) cause the name of the foreign company and of the country in which it is incorporated to be stated in legible characters on all its bill heads, letter paper, notices, advertisements and other official publications; and

(iii) if the liability of the members of the foreign company is limited, cause notice of that fact to be stated in legible characters in every such prospectus as aforesaid and on all its bill heads, letter paper, notices, advertisements and other official publications in the Island, and to be affixed on every place where it or its agents carries on its business in the Island.

180. Removal from register

(1) If any foreign company ceases to have a place of business in Anguilla it shall forthwith give notice of the fact to the Registrar, and from the date on which notice is so given the obligation of the foreign company to deliver any document to the Registrar ceases.

(2) Where the Registrar is satisfied by any other means that the foreign company has ceased to carry on or have a place of business in Anguilla he may close the file of the foreign company and thereupon the obligations of the foreign company to deliver any document to the Registrar ceases.

Every former-Act company shall, within 2 years after the commencement date, apply to the Registrar for a certificate of continuance under this Ordinance.

187. Amending instrument

Within the period referred to in section 186, any amendments to, or replacement of, the corporate instruments of a former-Act company shall be made as nearly as possible in accordance with this Ordinance.

188. Articles of continuance

(1) Articles of continuance may, without so stating in the articles, effect any amendment to the corporate instruments of a former-Act company if the amendment is an amendment that a company incorporated under this Ordinance can make in its articles.

(2) Articles of continuance in the approved form shall be sent to the Registrar together with the documents required by sections 65 and 147.

(3) A shareholder or member may not dissent under section 157 in respect of an amendment made under subsection (1).

189. Certificate of continuance

(1) Upon receipt of an application under this Division, the Registrar may, if the applicant complies with all reasonable requirements of the Registrar to have the continued company accord with the requirements of this Ordinance, the Registrar shall issue a certificate of continuance to the former - Act company.

(2) On the date shown in the certificate of continuance-

(a) the former-Act company becomes a company to which this Ordinance applies as if it had been incorporated under this Ordinance;

(b) the articles of continuance are the articles of incorporation of the continued company; and

(c) except for the purposes of subsection (1) of section 61, the certificate of continuance is the certificate of incorporation of the continued company.

190. Preservation of company

(1) When a former-Act company is continued as a company under this Ordinance-

(a) the property of the former-Act company continues to be the property of the company;

(b) the company continues to be liable for the obligations of the former-Act company;

(c) an existing cause of action, claim or liability to prosecute is unaffected;

(d) a civil, criminal or administrative action or proceeding pending by or against the former-Act company may be continued by or against the company; and

(e) a conviction against, or ruling, order or judgment in favour of or against, the former-Act company may be enforced by or against the company.

(2) When the Registrar determines, on the application of a former-Act company, that it is not practicable to change a reference to the nominal or par value of shares of a class or series that the former-Act company was authorized to issue before it was continued as a company under this Ordinance, the Registrar may, notwithstanding section 26, permit the company to continue to refer in its articles to those shares, whether issued or non-issued as shares having a nominal or par value.

(3) A company shall set out in its articles the maximum number of shares of a class or series referred to in subsection (2); and it may not amend its articles to increase that maximum number of shares or to change the nominal or par value of the shares.

191. Previous shares

(1) A share of a former-Act company issued before the company was continued under this Ordinance is presumed to have been issued in compliance with this Ordinance and with the provisions of the articles of continuance, irrespective of whether the share is fully paid, and irrespective of any designation, rights, privileges, restrictions or conditions attached to the share, or set out on, or referred to in, the certificate representing the share; and continuance under this Ordinance does not deprive a shareholder of any right or privilege that he claims under an issued share of the company, nor does it relieve him of any liability in respect of an issued share of the company.

(2) For the purposes of this section, "share" includes an instrument issued pursuant to subsection (1) of section 35.

192. Continuance not applied for within prescribed time

(1) Subject to this section, a former - Act company that does not apply to the Registrar for a certificate of continuance within the time limit therefor by section 186 shall, on the expiration of the time so limited be deemed to be continued under this Ordinance.

(2) The Court may, on the application of a company deemed to be continued pursuant to subsection (1) or of the Registrar, make such order as it thinks fit for the purpose of securing the company's compliance with this Ordinance or otherwise in respect of its continuance under this Ordinance.

(3) Where a company makes an application under this section it shall give the Registrar notice thereof, and where the Registrar is the applicant under this section he shall give the company notice thereof and on any application the company and the Registrar are entitled to appear and be heard in person or by an attorney-at-law.

(4) The cost of an application under this section shall, unless the court otherwise orders, be paid by the company.

193. Effect of earlier references

(1) A reference in any corporate instrument of any body corporate to the former Act or any procedure under the former Act in relation to any former-Act company continued under this Ordinance, shall be construed as a reference to the provisions of this Ordinance or procedure thereunder that is the equivalent provision or procedure under this Ordinance.

(2) When there is no equivalent provision in this Ordinance to the provision or procedure in or under the former Act referred to in the corporate instrument of a body corporate, the provision or proceeding of the former Act is to be applied, and stands unrepealed to the extent necessary to give effect to that reference in the corporate instrument.

DIVISION F: CORPORATE MOBILITY

194. Corporations moving to Anguilla

(1) A body corporate that is incorporated in a jurisdiction other than Anguilla may, if not prohibited under the laws of that other jurisdiction, which are of general application in that jurisdiction, apply to the Registrar for a certificate of continuance under this Ordinance.

(2) An application under subsection (1) must be made by articles of continuance in the approved form.

(3) Articles of continuance may, without so stating in the articles, effect any amendment to the corporate instruments of the body corporate that applies for continuance under this section, if the amendment-

(a) is authorized in accordance with the law applicable to the body corporate before continuance under this Ordinance; and

(b) is an amendment that a company incorporated under this Ordinance is entitled to make to its articles.

195. Certificate of continuance

(1) Upon receipt of articles of continuance, the Registrar may issue a certificate of continuance.

(2) On the date shown in the certificate of continuance-

(a) the body corporate becomes a company to which this Ordinance applies as if the company had been incorporated under this Ordinance;

(b) the articles of continuance becomes the articles of incorporation of the continued company; and

(c) except for the purpose of section 61, the certificate of continuance is the certificate of incorporation of the continued company.

196. Application of sections 190 and 191

When a body corporate is continued as a company under this Division, sections 190 and 191 apply, with such modifications as the circumstances require, to the continued company as if it had been a former - Act company continued under this Ordinance.

197. Corporation leaving Anguilla

(1) A company proposing to leave Anguilla shall file a certificate of departure with the Registrar executed in the same manner as an application for continuance under section 195.

(2) The certificate of departure must specify-

(a) the names and addresses of the company's creditors and the total amount of the indebtedness, and the names and addresses of all persons who have notified the company of a claim in excess of $1,000, and the total amount of the claims;

(b) that the intended continuance in a foreign jurisdiction is unlikely to be detrimental to the rights or property interests of any creditor of or claimant against the company;

(c) that the company at the time of the application is not in breach of any duty or obligation imposed upon it by this Ordinance;

(d) that the continuance in the foreign jurisdiction is made in good faith and will not serve to hinder, delay or defraud existing shareholders or other interested parties;

(e) that the company consents to being served with process in Anguilla in any proceeding arising out of actions occurring prior to its departure; and that it appoints the Minister of Finance as agent of the company to accept service of process; and

(f) its address for service in the foreign jurisdiction.

198. Date of departure

Upon the payment of all fees payable in Anguilla, and upon the compliance with this Ordinance, the departing company shall notify the Registrar of the effective date of transfer and as from that date the company ceases to be a company domiciled in Anguilla.

199. Jurisdiction of court

Nothing in this Division affects the jurisdiction of the court to hear and determine any proceeding commenced by or against the company arising out of actions or omissions occurring before the date of its transfer.

A company that has not issued any shares may be dissolved at any time by resolution of all the directors.

202. No property

A company that has no property and no liabilities may be dissolved by special resolution of the shareholders, or if it has issued more than one class of shares by special resolution of the holders of each class, whether or not they are otherwise entitled to vote.

203. Effect of articles of dissolution

(1) Articles of dissolution in the approved form must be sent to the Registrar in respect of a company described in section 201 or 202.

(2) Upon receipt of articles of dissolution under subsection (1) for a company, the Registrar must issue a certificate of dissolution.

(3) The company referred to in subsection (2) ceases to exist on the date shown in its certificate of dissolution.

204. Proposing liquidation

(1) The directors of a company, or a shareholder who is entitled to vote at an annual meeting of the company, may make proposal for the voluntary liquidation of the company.

(2) Notice of any meeting of shareholders of a company at which a voluntary liquidation and dissolution of the company is to be proposed must set out the terms of the liquidation and dissolution.

(3) A company may liquidate and dissolve by special resolution of the shareholders, or, if the company has issued more than one class of shares, by special resolution of the holders of each class, whether or not they are otherwise entitled to vote.

205. Intent to dissolve

(1) A statement of intent to dissolve a company must be sent to the Registrar in the approved form.

(2) Upon receipt of a statement of intent to dissolve a company, the Registrar must issue a certificate of intent to dissolve.

(3) When, a certificate of intent to dissolve a company is issued by the Registrar, the company shall cease to carry on business except to the extent necessary for its liquidation; but its corporate existence continues until the Registrar issues a certificate of dissolution of the company.

(4) After the issue of a certificate of intent to dissolve the company shall-

(a) immediately cause notice of its intent to dissolve to be sent to each known creditor of the company;

(b) forthwith publish, in the Gazette and once in a newspaper distributed in Anguilla, its intent to dissolve, and take reasonable steps to give notice of its intent in every jurisdiction in which the company is registered or has a place of business at the time it sent the statement of intent to dissolve to the Registrar;

(c) proceed to collect its property, to dispose of properties that are not to be distributed in kind to its shareholders, to discharge all its obligations, and to do all other acts required to liquidate its business; and

(d) after giving the notice required under paragraph (a) and (b) and adequately providing for the payment or discharge of all its obligations, distribute its remaining property, either in money or in kind among its shareholders according to their respective rights.

206. Supervised liquidation

(1) The Registrar or any interested person may, at any time during the liquidation of a company, apply to the court for an order that the liquidation be continued under the supervision of the Court as provided in this Division; and upon the application the Court may so order and make any further order it thinks fit.

(2) An applicant under this section, other than the Registrar, must give the Registrar notice of the application; and the Registrar may appear and be heard in person or by an attorney-at-Law.

207. Revocation of intent to dissolve

(1) At any time after the issue of a certificate of intent to dissolve a company and before the issue of a certificate of its dissolution, a certificate of intent to dissolve may be revoked by sending to the Registrar, in the approved form, a statement of revocation of intent to dissolve the company, if the revocation is approved in the same manner as the resolution was approved under subsection (3) of section 204.

(2) Upon the receipt of a statement of revocation of an intent to dissolve a company, the Registrar must issue a certificate of revocation of intent to dissolve the company.

(3) On the date shown in the certificate of revocation of intent to dissolve a company, the revocation is effective and the company may continue to carry on its business.

208. Right to dissolve

(1) If a certificate of intent to dissolve a company has not been revoked and the company has complied with subsection (4) of section 205, the company must prepare articles of dissolution.

(2) The articles of dissolution in an approved form must be sent to the Registrar.

(3) Upon receipt under this section of the articles of dissolution of a company, the Registrar must issue a certificate of dissolution of the company.

(4) The company ceases to exist on the date shown in its certificate of dissolution.

209. Registrar's dissolution

(1) Subject to subsections (2) and (3), where a company-

(a) has not commenced business within 3 years after the date shown in its certificate of incorporation;

(b) has not carried on its business for 3 consecutive years; or

(c) has not had its name restored to the register within 2 years after the date on which it was struck off under section 245,

the Registrar may dissolve the company by issuing a certificate of dissolution under this section, or he may apply to the court for an order dissolving the company, in which case section 214 applies.

(2) The Registrar must not dissolve a company under this section until he has-

(a) given to the company 120 days' notice of his decision to dissolve the company;

(b) published in the Gazette notice of his decision to dissolve the company.

(3) Unless cause to the contrary has been shown, or an order has been made by the court under section 211, the Registrar may, after the expiration of the period referred to in subsection (2), issue, in the approved form, a certificate of dissolution of the company.

(4) The company ceases to exist on the date shown in its certificate of dissolution.

210. Court dissolution

(1) The Registrar or any interested person may apply to the court for an order dissolving a company, if the company-

(a) has contravened section 18 or section 127, 129, or 153;

(b) has failed for 2 or more consecutive years to comply with the requirements of this Ordinance with respect to the holding of annual meetings of shareholders; or

(c) has procured any certificate under this Ordinance by misrepresentation.

(2) An applicant under this section, other than the Registrar, must give the Registrar notice of the application; and the Registrar may appear and be heard in person or by an attorney-at-law.

(3) Upon an application under this section, the court may order that the company be dissolved, or that the company be liquidated and dissolved under the supervision of the court; and the court may make any other order it thinks fit.

(4) Upon receipt of an order under this section, section 209 or section 211, the Registrar must-

(a) if the order is to dissolve the company, issue a certificate of its dissolution; or

(b) if the order is to liquidate and dissolve the company under the supervision of the court, issue a certificate of intent to dissolve the company,

and publish a notice of that intent in the Gazette.

(5) The company ceases to exist on the date shown in its certificate of dissolution.

211. Further grounds

(1) The court may order the liquidation and dissolution of a company or any of its affiliated companies upon the application of a shareholder, debenture holder, creditor, director or officer-

(a) if the court is satisfied that, in respect of a company or any of its affiliates-

(i) any act or omission of the company or any of its affiliates effects a result,

(ii) the business or affairs of the company or any of its affiliates are or have been carried on or conducted in a manner, or

(iii) the powers of the directors of the company or any of its affiliates are or have been exercised in a manner,

that is oppressive or unfairly prejudicial to, or that unfairly disregards the interest of any shareholder, debenture holder, creditor, director or officer; or

(b) if the court is satisfied that-

(i) any unanimous shareholder agreement entitles a complaining shareholder to demand dissolution of the company after the occurrence of a specified event and that event has occurred; or

(ii) it is just and equitable that the company be liquidated and dissolved; or

(iii) the company is insolvent or unable to pay its debts.

(2) Upon an application under this section, the court may make such order under this section or section 213 as it thinks fit.

212. Supervision of court

(1) An application to the court to supervise a voluntary liquidation and dissolution under section 206 must state the reasons the court should supervise the liquidation and dissolution; and the reasons must be verified by the affidavit of the applicant.

(2) If the court makes an order applied for under section 206, the liquidation and dissolution of the company must be continued under supervision of the court in accordance with this Ordinance.

213. Court dissolution

(1) An application to the court under section 211 must state the reasons the company should be liquidated and dissolved; and the reasons must be verified by the affidavit of the applicant.

(2) Upon an application under section 211, the court may make an order requiring the company and any person having an interest in the company or claim against it to show cause, at a time and place specified in the order, which must not be less than 4 weeks after the date of the order, why the company should not be liquidated and dissolved.

(3) Upon an application under section 206 to supervise a voluntary liquidation and dissolution of a company, the court may order the directors and officers of the company to furnish to the court all material information known to, or reasonably ascertainable by, them including-

(a) the financial statements of the company;

(b) the name and address of each shareholder of the company; and

(c) the name and address of each known creditor or claimant, including any creditor or claimant with unliquidated, future or contingent claims, and any person with whom the company has a contract.

(4) A copy of an order made under subsection (2) must-

(a) be published, in a newspaper distributed in Anguilla, as directed in the order, at least once in each week before the time appointed for the hearing; and

(b) be served upon the Registrar and each person named in the order.

(5) Publication and service of an order under this section must be effected by the company or by such other person and in such manner as the court may order.

214. Court powers

In connection with the dissolution or the liquidation and dissolution of a company, the court may, if it is satisfied that the company is able to pay or adequately provide for the discharge of all its obligations, make any order it thinks fit, including-

(a) an order to liquidate;

(b) an order appointing a liquidator, with or without security, fixing his remuneration and replacing a liquidator;

(c) an order appointing inspectors, or referees, specifying their powers, fixing their remuneration and replacing inspectors or referees;

(d) an order determining the notice to be given to an interested person, or dispensing with notice to any person;

(e) an order determining the validity of any claim made against the company;

(f) an order, at any stage of the proceedings, restraining the directors and officers of the company from-

(i) exercising any of their powers, or

(ii) collecting or receiving any debt or other property of the company and from paying out or transferring any property of the company except as permitted by the court;

(g) an order determining and enforcing the duty or liability of any present or former director, officer or shareholder of the company-

(i) to the company, or

(ii) for an obligation of the company;

(h) an order approving the payment, satisfaction or compromise of claims against the company and the retention of amounts for such purpose, and determining the adequacy of provisions for the payment or discharge of obligations of the company; whether liquidated, unliquidated, future or contingent;

(i) an order disposing of, or destroying the documents and records of the company;

(j) upon the application of a creditor, the inspectors or the liquidator, an order giving directions on any matter arising in the liquidation;

(k) after notice has been given to all interested parties, an order relieving a liquidator from any omission or default on such terms as the court thinks fit, and confirming any act of the liquidator;

(l) subject to section 219, an order approving any proposed interim or final distribution to shareholders in money or in property;

(m) an order disposing of any property belonging to creditors or shareholders who cannot be found;

(n) upon the application of any director, officer, shareholder or debenture holder, creditor or the liquidator-

(i) an order staying the liquidation on such terms and conditions as the court thinks fit,

(ii) an order continuing of discontinuing the liquidation proceedings, or

(iii) an order to the liquidator to restore to the company all its remaining property; and

(o) after the liquidator has rendered his final accounts to the court, an order dissolving the company.

215. Cessation of business

(1) Where a court makes an order for the liquidation of a company, then, from the date stated in the order-

(a) the company shall cease to carry on business, except the business that is, in the opinion of the liquidator, required for an orderly liquidation; and

(b) the powers of the directors and shareholders cease and are vested in the liquidator, except as specifically authorized by the court.

(2) The liquidator may delegate any of the powers vested in him by paragraph (b) of subsection (1) to the directors or shareholders.

216. Appointment of liquidator

(1) When making an order for the liquidation of a company, or at any time thereafter, the court may appoint any person including a director, officer or shareholder of the company, as liquidator of the company.

(2) Where an order for the liquidation of a company has been made and the office of liquidator is or becomes vacant, the property of the company is under the control of the court until the office of liquidator is filled.

217. Duties of liquidator

A liquidator must-

(a) forthwith after his appointment, give notice of his appointment to the Registrar and to each claimant and creditor of the company known to the liquidator;

(b) forthwith give, by publication in the Gazette and by insertion once a week for 2 consecutive weeks in a newspaper distributed in Anguilla, notice-

(i) requiring any person indebted to the company to render an account and pay to the liquidator at the time and place specified any amount owing,

(ii) requiring any person possessing property of the company to deliver it to the liquidator at the time and place specified, and

(iii) requiring any person having a claim against the company, whether liquidated, unliquidated, future or contingent, to present particulars of the claim in writing to the liquidator not later than 2 months after the first publication of the notice,

and the liquidator must take reasonable steps to give notice of his appointment in every jurisdiction where the company is registered or has a place of business and to require persons described in paragraphs (i) to (iii) to take similar action;

(c) take into his custody and control the property of the company;

(d) open and maintain a trust account for the moneys of the company received and paid out by him;

(e) keep accounts of the moneys of the company received and paid out by him;

(f) maintain separate lists of the shareholders, creditors and other persons having claims against the company;

(g) if at any time the liquidator determines that the company is unable to pay, or adequately provide for the discharge of its obligations, apply to the court for directions;

(h) deliver to the court and to the Registrar, at least once in every 12-month period after his appointment, or more often as the court may require, financial statements of the company in the form required by section 124 or 125, or in such other form as the liquidator may think proper, or as the court may require; and

(i) after his final accounts are approved by the court, distribute any remaining property of the company among the shareholders according to their respective rights.

218. Powers of liquidator

(1) A liquidator may-

(a) retain attorneys-at-law, accountants, engineers, appraisers and other professional advisers;

(b) bring, defend or take part in any civil, criminal or administrative action or proceeding in the name and on behalf of the company;

(c) carry on the business of the company as required for an orderly liquidation;

(d) sell by public auction or private sale any property of the company;

(e) do all acts and execute any documents in the name and on behalf of the company;

(f) borrow money on the security of the property of the company;

(g) settle or compromise any claims by or against the company;

(h) make financial provision in respect of the custody of the documents and records of the company after its dissolution; and

(i) do all other things necessary for the liquidation of the company and the distribution of its property.

(2) A liquidator incurs no liability as liquidator if he relies in good faith upon-

(a) financial statements of the company represented to him by an officer of the company or in a written report of the auditor of the company to reflect fairly the financial condition of the company; or

(b) an opinion, a report or a statement of an attorney-at-law, accountant, an engineer, an appraiser or other professional adviser retained by the liquidator.

(3) If a liquidator has reason to believe that any person has in his possession or under his control, or has concealed, withheld or mis-appropriated any property of the company, the liquidator may apply to the court for an order requiring that person to appear before the court at the time and place designated in the order, and to be examined.

(4) If the examination referred to in subsection (3) discloses that a person has concealed, withheld or mis-appropriated property of the company, the court may order that person to restore the property or pay compensation to the liquidator.

(5) A liquidator must pay the costs of liquidation out of the property of the company and must pay or make adequate provision for all claims against the company.

219. Final accounts

(1) Within 1 year after his appointment, and after paying or making adequate provision for all claims against the company, the liquidator must apply to the court-

(a) for approval of final accounts and for an order permitting him to distribute in money or in kind the remaining property of the company to its shareholders according to their respective rights; or

(b) for an extension of time, setting out the reasons thereof.

(2) If a liquidator fails to make the application required by subsection (1), a shareholder of the company may apply to the court for an order for the liquidator to show cause why a final accounting and distribution should not be made.

(3) A liquidator must give to-

(a) the Registrar,

(b) each inspector appointed under section 214,

(c) each shareholder, and

(d) any person who provided a security or fidelity bond for the liquidator,

notice of the liquidator's intention to make application under subsection (1); and he must publish a notice thereof in a newspaper distributed in Anguilla, or as otherwise direct by the court.

(4) If the court approves the final accounts rendered by a liquidator, the court must make an order-

(a) directing the Registrar to issue a certificate of dissolution;

(b) directing the custody or disposal of the documents and records of the company; and

(c) subject to subsection (5) discharging the liquidator.

(5) The liquidator must forthwith send a certified copy of the order referred to in subsection (4) to the Registrar.

(6) Upon receipt of the order referred to in subsection (4), the Registrar must issue a certificate of dissolution.

(7) The company ceases to exist on the date shown in its certificate of dissolution.

220. Money distribution

(1) If, in the course of liquidation of a company, the shareholders resolve or the liquidator proposes-

(a) to exchange all or substantially all the property of the company for shares or debentures of another body corporate for distribution to the shareholders, or

(b) to distribute all or part of the property of the company to the shareholders in kind,

a shareholder may apply to the court for an order requiring the distribution of the property of the company to be in money.

(2) Upon application under subsection (1), the court may order-

(a) that all the property of the company be converted into, and distributed in, money, or

(b) that the claims of any shareholder applying under this section be satisfied by a distribution in money.

221. Record custody

A person who has been granted custody of the documents and records of a dissolved company remains liable to produce those documents and records for 6 years following the date of the company's dissolution, or until the expiry of such other shorter period as may be ordered under subsection (4) of section 219.

222. Continuation of actions

(1) In this section "shareholder" includes the legal representatives of a shareholder.

(2) Notwithstanding the dissolution of a company under this Ordinance-

(a) a civil, criminal or administrative action or proceeding commenced by or against the company before its dissolution may be continued as if the company had not been dissolved;

(b) a civil, criminal or administrative action or proceeding may be brought against the company within 2 years after its dissolution as if the company had not been dissolved; and

(c) any property that would have been available to satisfy any judgement or order if the company had not been dissolved remains available to satisfy the judgement or order.

(3) Service of a document on a company after its dissolution may be effected by serving the document upon a person shown in the last notice filed under section 65 or 73.

(4) Notwithstanding the dissolution of a company, a shareholder to whom any of its property has been distributed is liable to any person claiming under subsection (2) to the extent of the amount received by that shareholder upon the distribution; but an action to enforce that liability may not be brought after 2 years from the date of the dissolution of the company.

(5) A court may order an action referred to in subsection (4) to be brought against the persons who were shareholders as a class, subject to such conditions as the court thinks fit; and, if the plaintiff establishes his claim, the court may refer the proceedings to a referee or other officer of the court, who may-

(a) add a party to the proceedings before him each person found by the plaintiff to have been a shareholder;

(b) determine, subject to subsection (4), the amount that each person who was a shareholder should contribute towards satisfaction of the plaintiff's claim; and

(c) direct payment of the amounts so determined.

223. Unknown claimants

(1) Upon the dissolution of a company, the portion of property distributable to a creditor or shareholder who cannot be found must be converted into money and paid into the Consolidated Fund.

(2) A payment under subsection (1) is in satisfaction of the debt or claim of the creditor or shareholder.

(3) If, at any time within 6 years after the date on which any money is paid into the Consolidated Fund pursuant to subsection (1), any person establishes his entitlement to the money so paid into the Fund, he is entitled to be paid an equivalent amount out of the Consolidated Fund.

224. Crown vested with property

(1) Subject to subsection (2) of section 222 and section 223, any property of a company that has not been disposed of at the date of the company's dissolution vests in the Crown.

(2) When a company is revived under section 200, any property (other than money) that was vested in the Crown pursuant to subsection (1) on the dissolution of the company and that has not been disposed of must be returned to the company upon its revival.

(3) The company is entitled to be paid out of the Consolidated Fund-

(a) any money received by the Crown pursuant to subsection (1) in respect of the company; and

(b) if property other than money vested in the Crown pursuant to subsection (1) in respect of the company and that property has been disposed of, an amount equal to the lesser of-

(i) the value of any such property at the date it vested in the Crown, and

(ii) the amount realized by the Crown by the disposition of that property.

225. Company limited by shares and guarantee

Where a company limited by guarantee, and having a capital divided into shares, is being wound up voluntarily any share capital that may not have been called up shall be deemed to be assets of the company, and to be a specialty debt due from each member to the company, to the extent of any sums that may be unpaid on any shares held by him, and payable at such time as may be appointed by the liquidators.

PART V

ADMINISTRATION AND GENERAL

DIVISION A: FUNCTIONS OF THE REGISTRAR

Registrar of Companies

226. Responsibility

(1) The Registrar of Companies is, under the general supervision of the Minister, responsible for the administration of this Ordinance.

(2) A seal may be prescribed by the Minister for use by the Registrar in the performance of his duties.

227. Filing of documents

(1) The Registrar may, if he thinks fit accept, under any provision of this Ordinance or other enactment requiring a document to be delivered to him any material other than a document which contain the information in question and is of a kind approved by him.

(2) The delivery to the Registrar of material so accepted is sufficient compliance with the provision of this Ordinance or other enactment.

(3) In this section any reference to delivering a document includes sending, forwarding, producing or giving it.

228. Immunity

No liability attaches to the Registrar or any person acting under the authority of the Registrar for any act done in good faith in the discharge of his functions under this Ordinance.

Register of Companies

229. Register of companies

(1) The Registrar shall maintain a Register of Companies in which to keep the name of every body corporate-

(a) that is-

(i) incorporated under this Ordinance;

(ii) continued as a company under this Ordinance;

(iii) restored to the register pursuant to this Ordinance;

and

(b) that has not been subsequently struck off that register.

(2) A duplicate register of the matters specified in subsection (1) may be kept in any place outside Anguilla.

230. Inspection of register

(1) A person who has paid the prescribed fee is entitled during normal business hours, to examine, and to make copies of or extracts from, a document required by this Ordinance or the regulations, to be sent to the Registrar, except a report sent to him under subsection (2) of section 253.

(2) The Registrar shall upon request and payment of the prescribed fee, furnish any person with a copy or certified copy of any document received by the Registrar under this Ordinance, except a report received by him pursuant to subsection (2) of section 253.

(3) If the records maintained by the Registrar are prepared and maintained in other than a written form-

(a) the Registrar shall furnish any copy required to be furnished under this Ordinance in an intelligible written form; and

(b) a report reproduced from those records, if it is certified by the Registrar, is admissible in evidence to the same extent as the original written records would be.

Notices and Documents

231. Notice to directors etc

(1) A notice or document required by this Ordinance, the regulations, articles or the by-laws to be sent to a shareholder or director of a company may be sent by telex, telefax, by prepaid post or cable or by electronic means addressed to, or may be delivered personally to-

(a) the shareholder at his latest address as shown in the records of the company or its transfer agent; and

(b) the director at his latest address as shown in the records of the company or in the latest notice filed under section 65 or 73.

(2) A director named in a notice sent by a company to the Registrar under section 65 or 73 and filed by the Registrar is, for the purposes of this Ordinance, a director of the company referred to in the notice.

232. Presumption of receipt

A notice or document sent in accordance with section 231 to a shareholder or director of a company is, for the purpose of this Ordinance, presumed to be received by him at such time, having regard to the mode of dispatch, as it would in its ordinary course be delivered.

233. Undelivered documents

If a company sends a notice or document to a shareholder in accordance with section 231 and the notice or document is returned on 3 consecutive occasions because the shareholder cannot be found, the company need not send any further notices or documents to the shareholder until he informs the company in writing of his new address.

234. Notice waiver

Where a notice or document is required to be sent pursuant to this Ordinance, the sending of the notice or document may be waived, or the time for the notice or document may be waived or abridged at any time with the consent in writing of the person entitled to the notice or document.

235. Certificate by company

A certificate issued on behalf of a company stating any fact that is set out in the articles, the by-laws, any unanimous shareholder agreement, the minutes of the meetings of the directors, a committee of directors or the shareholders, or in a trust deed or other contract to which the company is a party, may be signed by a director, an officer or a transfer agent of the company.

236. Evidentiary value

When introduced as evidence, in any civil, criminal, or administrative action or proceeding-

(a) a fact stated in a certificate referred to in section 235;

(b) a certified extract from a register of members or debenture holders of a company; or

(c) a certified copy of minutes or extracts from minutes of a meeting of shareholders, directors or a committee of directors of a company,

is, in the absence of evidence to the contrary, proof of the fact so certified without proof of the signature or official character of the person appearing to have signed the certificate.

237. Copies

Where a notice or document is required by this Ordinance to be sent to the Registrar, he may accept a photostatic or photographic copy of the notice or document or a copy by telefax or other device.

238. Filed articles

(1) Where this Ordinance requires that articles relating to a company be sent to the Registrar, unless otherwise specifically provided, such documents may be delivered in such manner as the Registrar approves.

(2) A signature required on any document referred to in subsection (1) may be printed or otherwise mechanically or electronically reproduced on the document.

(3) A document with a signature referred to in subsection (2) may be accepted in evidence, notwithstanding any provision to the contrary of the Evidence Act. (Cap. 25)

239. Alteration of documents

The Registrar may alter a notice or document, other than an affidavit or statutory declaration, if so authorized by the person who sent him the notice or document, or by the representative of that person.

240. Correction of documents

(1) If a certificate that contains an error is issued to a company by the Registrar, the directors or shareholders of the company shall, upon the request of the Registrar, pass the resolutions and send to the Registrar the documents required to comply with this Ordinance, and take such other steps as the Registrar may reasonably require; and the Registrar may demand the surrender of the certificate and issue a corrected certificate.

(2) A certificate corrected under subsection (1) shall bear the date of the certificate it replaces.

241. Proof of documents

(1) The Registrar may require that a document or a fact stated in a document required or sent to him pursuant to this Ordinance be verified in accordance with subsection (2).

(2) A document or fact required by this Ordinance or by the Registrar to be verified may be verified by affidavit or affirmation.

(3) The Registrar may require of a body corporate the authentication of a document, and the authentication may be signed by the secretary, or any director or authorized person or by the attorney-at-law for the body corporate.

242. Retention of documents

The Registrar need not produce any document of a prescribed class after six years from the date he received it.

243. Registrar's certificate

(1) The Registrar may furnish any person with a certificate stating-

(a) that a body corporate has or has not sent to the Registrar a document required to be sent to him pursuant to this Ordinance;

(b) that a name, whether that of a company or not, is or is not on the register; or

(c) that a name, whether that of a company or not, was or was not on the register on a stated date.

(2) Where this Ordinance requires or authorizes the Registrar to issue a certificate or to certify any fact, the certificate or the certification shall be signed by the Registrar or by his deputy.

(3) A certificate or certification mentioned in subsection (2) that is introduced as evidence in any civil, criminal or administrative action or proceeding, is sufficient proof of the facts so certified, without proof of the signature or official character of the person appearing to have signed it.

244. Refusal power

(1) The Registrar may refuse to receive, file or register a document submitted to him, if he is of the opinion that the document-

(a) contains matter contrary to the law;

(b) by reason, of any omission or error in description, has not been duly completed;

(c) does not comply with the requirements of this Ordinance;

(d) contains an error, alteration or erasure;

(e) is not sufficiently legible; or

(f) is not sufficiently permanent for his records.

(2) The Registrar may request that a document refused under subsection (1) be amended or completed and re-submitted, or that a new document be submitted in its place.

(3) If a document that is submitted to the Registrar is accompanied with a statutory declaration by an attorney-at-law that the document contains no matter contrary to law and has been duly completed in accordance with the requirements of this Ordinance, the Registrar may accept the declaration as sufficient proof of the facts therein declared.

Removal from Register

245. Striking off register

(1) The Registrar may strike off the Register a company or other body corporate, if-

(a) the company or other body corporate fails to send any return, notice, document or prescribed fee to the Registrar as required pursuant to this Ordinance;

(b) the company is dissolved;

(c) the company or other body corporate is amalgamated with one or more other companies or bodies corporate;

(d) the company does not carry out an undertaking given under subparagraph (i) of paragraph (a) of section 249; or

(e) the registration of the body corporate is revoked pursuant to this Ordinance.

(2) Where the Registrar is of the opinion that a company or other body corporate is in default under paragraph (a) of subsection (1), he shall send a notice advising it of the default and stating that, unless the default is remedied within 90 days after the date of the notice, the company or other body corporate will be struck off the register.

(3) Section 247 applies mutatis mutandis to the notice mentioned in subsection (2).

(4) After the expiration of the time mentioned in the notice, the Registrar may strike the company or other body corporate off the register and publish a notice thereof in the Gazette.

(5) Where a company or other body corporate is struck off the register, the Registrar may, upon receipt of an application in the approved form and upon payment of the prescribed fee and any outstanding fees, restore it to the register and issue a certificate in a form adapted to the circumstances.

(6) Any person who is aggrieved by the decision of the Registrar under this section, may appeal to the Court and if the Court is satisfied that it would be just for the name of the company to be restored to the register, the Court may direct the Registrar to do so upon such terms and conditions as it may consider appropriate.

246. Liability continues

Where a body corporate is struck off the register, the liability of the body corporate and of every director, officer or shareholder of the body corporate continues and may be enforced as if it has not been struck off the register.

An oral or written statement or report made by an inspector or any other person in an investigation under this Division has absolute privilege.

Inquiries

258. Ownership interest

(1) If the Registrar is of the opinion that, for the purposes of this Ordinance, there is reason to enquire into the ownership or control of a share or debenture of a company or any of its affiliates, the Registrar may apply to the court by summons and shall cause a copy of such summons to be served on the company at its registered office:

Provided however, the Court may, upon sufficient cause shown in that behalf, dispense with the service of summons on the company.

(2) The court may after due enquiry require any person that it considers has or had interest in the share or debenture, or acts or has acted on behalf of a person with such an interest, to furnish to the court, or to any person the court appoints-

(a) information that the person has or can reasonably be expected to obtain as to present and past interests in the share or debenture; and

(b) the names and addresses of the persons so interested and of any person who acts or has acted in relation to the share or debenture on behalf of the persons so interested.

(3) For the purposes of subsection (1), a person has an interest in a share or debenture, if-

(a) he has a right to vote or to acquire or dispose of the share or debenture or any interest therein;

(b) his consent is necessary for the exercise of the rights or privileges of any other person interested in the share or debenture; or

(c) any other person interested in the share or debenture can be required, or is accustomed, to exercise rights or privileges attached to the share or debenture in accordance with his instructions.

259. Client privileges

Nothing in this Division affects the privileges that exist in respect of an attorney-at-law and his client.

260. Inquiries

The court may make of any person any inquiries that relate to compliance with this Ordinance by any persons.

Disclosure of Information

261. Request for assistance

(1) The Registrar may for the purpose of assisting a foreign regulatory authority which has requested assistance, exchange documents or other information which are in his possession or which is obtained in such manner as may be prescribed:

Provided, however, such assistance shall not extend to any matter relating directly or indirectly to the imposition, calculation and collection of taxes.

(2) In determining whether to exercise his powers under this section, the Registrar may take into account -

(a) the seriousness of the matter to which the enquiries relate and the information sought; and

(b) whether it is appropriate in the public interest to give the information sought.

262. Restrictions on disclosure

(1) No information supplied by a foreign regulatory authority to the Registrar relating to the business or affairs of any person shall be disclosed for any purpose -

(a) by the Registrar; or

(b) by any person obtaining the information directly from the Registrar,

without the consent of the foreign regulatory authority, or person to whom the information relates.

(2) A person who contravenes this section is guilty of an offence and liable on summary conviction to a fine of $10,000 or imprisonment for a term of two years or both, notwithstanding that the penalty exceeds the normal monetary limit of the Magistrate.

263. Non-application of section 262(1)

Subsection (1) of section 262 does not apply to any disclosure made for the purpose of -

(a) the institution of criminal proceedings; or

(b) carrying out a duty imposed under any law in force in Anguilla or by any international agreement to which Anguilla is a party.

264. Governor to specify foreign regulatory authorities

(1) The Governor may, at his discretion from time to time by Order published in the Gazette specify foreign regulatory authorities with whom the Registrar may exchange information and the Governor may in the same manner revoke any such Order.

(2) In determining whether to exercise his powers under this section, the Governor may take into account-

(a) whether corresponding assistance would be given in that country to an authority exercising regulatory functions in Anguilla; and

(b) whether the enquiries would relate to a possible breach of the laws of Anguilla or elsewhere.

DIVISION C: REGULATIONS

265. Regulations

(1) The Governor may make such regulations as are required for the better administration of this Ordinance, and, in particular, the Governor may make regulations-

(a) prescribing any matter required or authorized by this Ordinance to be prescribed;

(b) requiring the payment of a fee in respect of the filing, examination or copy of any documents or in respect of any action that the Registrar is required or authorized to take under this Ordinance, and prescribing the amount thereof;

(c) prescribing the contents of returns, notices or other documents required to be sent to the Registrar or to be issued by him;

(d) prescribing the rules with respect to exemptions permitted by this Ordinance;

(e) respecting the names of companies or classes thereof;

(f) respecting the authorized capital of companies;

(g) respecting the transfer of shares and the preferences, rights, conditions, restrictions, limitations or prohibitions attaching to shares or classes or series of shares of companies;

(h) respecting the designation of classes of shares;

(i) prescribing the matters relating to the appointment of proxies;

(j) prescribing that specified companies be exempt from certain provisions of this Ordinance;

(k) respecting any other matter required for the efficient administration of this Ordinance.

(2) Regulations made under this section are subject to negative resolution.

DIVISION D: OFFENCES AND PENALTIES

266. Name offence

Subject to subsection (2) of section 10, a company that contravenes section 10 is guilty of an offence and liable on summary conviction to a fine of $10,000.

267. Reports

(1) A person who makes or assists in making a report, return, notice or other document-

(a) that is required by this Ordinance or the regulations to be sent to the Registrar or to any other person, and

(b) that-

(i) contains an untrue statement of a material fact, or

(ii) omits to state a material fact required in the report, return, notice or other document, or necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made,

is guilty of an offence and liable on summary conviction to a fine of $10,000 or to imprisonment for a term of 6 months or both.

(2) A person is not guilty of an offence under subsection (1) if the making of the untrue statement or the omission of the material fact was unknown to him and with the exercise of reasonable diligence could not have been known to him.

(3) When an offence under subsection (1) is committed by a body corporate and a director or officer of that body corporate knowingly authorized, permitted or acquiesced in the commission of the offence, the director or officer is also guilty of the offence and liable on summary conviction to a fine of $10,000 or to imprisonment for a term of 6 months or to both.

268. Specific offences

(1) A person is guilty of an offence and liable on summary conviction to a fine of $10,000 and to imprisonment for a term of 6 months or to both-

(a) who without reasonable cause contravenes section 152;

(b) who wilfully contravenes Division C of Part I;

(c) who without lawful excuse contravenes the provisions of Division C of Part III;

(d) who without reasonable cause fails to comply with a requirement of the Registrar under section 258 to report to the Registrar any information or any names or addresses of a person sought by the Registrar under that section;

(e) who, being an auditor or former auditor of a company, contravenes subsection (1) of section 140 without reasonable cause; or

(f) who, being a director or officer of a company knowingly contravenes section 144.

(2) Where a person who is guilty of an offence under subsection (1) is a body corporate, then, whether the body corporate has been prosecuted or convicted, any director or officer of the body corporate who knowingly authorized, permitted or acquiesced in the act or omission that constituted the offence is liable on summary conviction to a fine of $10,000 or to imprisonment for a term of 6 months, or both.

269. Company offences

A company is guilty of an offence and liable on summary conviction to a fine of $10,000, if the company without reasonable cause contravenes section 131 or 134.

(2) When a company is guilty of an offence under this section, any director or officer of the company who knowingly authorized, acquiesced in or permitted the contravention is also guilty of an offence and liable on summary conviction to a fine of $10,000 or to imprisonment for a term of 6 months, or to both.

270. General offences

Every person who is guilty of an offence under this Ordinance or the regulations is if no punishment is elsewhere in this Ordinance provided for that offence, liable on summary conviction to a fine of $10,000.

271. Order to comply

When a person is convicted of an offence under this Ordinance or the regulations, the Court, or a Court of summary jurisdiction in which proceedings in respect of the offence are taken, may in addition to any punishment it may impose, order that person to comply with the provision of this Ordinance or the regulations for the contravention of which he has been convicted.

272. Limitation

A prosecution for an offence under this Ordinance or the regulations may be instituted at any time within 2 years from the time when the subject-matter of the prosecution arose.

273. Civil remedies unaffected

No civil remedy for any act or omission is affected by reason that the act or omission is an offence under this Ordinance.