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TURKS AND CAICOS ISLANDS

CHAPTER 122
COMPANIES ORDINANCE
and Subsidiary Legislation

Revised Edition
showing the law as at 15 May 1998

This is a revised edition of the law, prepared by the Law Revision Commissioner
under the authority of the Revised Edition of the Laws Ordinance 1997.

Thi edition contains a consolidation of the following laws—
s
Page
COMPANIES ORDINANCE 3
Ordinance 11 of 1981 .. in force 20 January 1982 (L.N. 5/1982)
Amended by Ordinance 9 of 1985 ..
in force 1 January 1985
Amended by Ordinance 13 of 1985 ..
in force 7 April 1986 (L.N. 12/1986)
Amended by Ordinance 11 of 1989 ..
in force 31 December 1998 (G.N. 356/89)
Amended by Ordinance 5 of 1990 ..
in force 30 March 1990 (L.N. 17/1990)
Amended by Ordinance 9 of 1992 ..
in force 7 August 1992 (L.N. 32/1992)
Amended by Ordinance 21 of 1992 ..
in force 19 March 1993 (L.N. 10/1993)
Amended by Ordinance 1 of 1993 ..
in force 2 August 1993 (L.N. 31/1993)
Amended by Ordinance 4 of 1994 ..
in force 4 March 1994
Amended by Legal Notice 41/1994 ..
in force 10 June 1994
Amended by Ordinance 8 of 1997 ..
in force 25 September 1997
Amended by Ordinance 13 of 1998 .. not in force as at revision date
Table A 119
Table B (for Exempted Companies) 147

COMPANIES (FEES) REGULATIONS – Section 224 165
Legal Notice 8/1994 ..
in force 4 March 1994
INDEX 169

2 CAP. 122 Companies Revision Date: 15 May 1998
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CHAPTER 122
COMPANIES ORDINANCE
ARRANGEMENT OF SECTIONS
P
ART I
I
NTRODUCTION
SECTION
1. Short title
2. Interpretation
3. Registrar
PART II
C
ONSTITUTION AND INCORPORATION OF COMPANIES
AND ASSOCIATIONS UNDER THIS ORDINANCE
4. Mode of forming company
5. Mode of limiting liability of members
6. Memorandum of association of a company limited by shares
7. Memorandum of association of a company limited by guarantee
8. Objects of memorandum of association may be altered by special resolution
9. Location of registered office may be changed
10. Memorandum of association of an unlimited company
11. Signature and effect of memorandum of association
12. Power of company limited by shares to alter its share capital
13. Special resolution for reduction of share capital
14. Application to Court for confirming order; objections by creditors
15. Order confirming reduction and powers of Court on making such order
16. Registration of order and minute of reduction
17. Liability of members in respect of reduced shares
18. Penalty for concealment of names of creditors
18A. Every company to have at least one director and a secretary
19. Articles prescribing regulations for companies
20. Regulations required in case of unlimited company or company limited
by guarantee
21. Adoption and application of Tables A or B
22. Printing and signature of articles
23. Alteration of articles by special resolution
24. Adoption and effect of articles of association

Companies CAP. 122 3 Revision Date: 15 May 1998
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25. Registration
26. Certificate of incorporation
27. Repealed
28. Members to be provided with copy of memorandum and articles
29. Restrictions on registration of certain names
30. Change of name
30A. Certain companies may not hold land, etc
30B. Validity of acts of company

PART III
D
ISTRIBUTION OF CAPITAL AND LIABILITY OF M EMBERS
OF COMPANIES AND ASSOCIATIONS UNDER THIS ORDINANCE
Prospectus
30C. Prospectus etc to be approved by Registrar
Distribution of Capital
31. Share or interest in company to be personalty
31A. Shares may be divided into fractions
31B. Share values may be expressed in certain fractions or percentages
32. Issue and effect of bearer shares
33. Application of premiums received on issue of shares
34. Power to issue shares at a discount
35. Power to issue redeemable preference shares
36. Definition of member
37. Transfer by personal representative
38. Register of members
39. Annual list of members, and return of capital, shares etc,
40. Penalty on company not making returns
41. Certificate of shares or stock
42. Inspection of register
43. Notice of increase of nominal capita l and of members to be given to
Registrar
44. Remedy for improper entry or omission of entry in register
45. Notice to Registrar of rectification of register
46. Register to be evidence

4 CAP. 122 Companies Revision Date: 15 May 1998
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Liability of Members
47. Liability of present and past members of company

PART IV
M
ANAGEMENT AND ADMINISTRATION OF COMPANIES
AND ASSOCIATIONS UNDER THIS ORDINANCE
Provisions for Protection of Creditors
48. Registered office of company
49. Notice of situation of registered office
50. Publication of name of company
51. Penalties on non-publication of name
52. Register of mortgages
53. Register of directors and officers
54. Penalty on company not keeping a register of directors
55. Penalty for carrying on business without a member
Provisions for Protection of Members
56. General meetings
57. Accounts
58. Definition of special resolution
59. Provisions where no regulations as to meetings
59A. Requisitioning of meetings
60. Recording of special resolutions
61. Copies of special resolutions
61A. Resolutions assented to in writing
61B. Attorney General may order report on affairs of a company
62. Appointment of inspector to report on affairs of companies
63. Powers of inspectors
64. Report of inspectors
65. Inspection by resolution of the company
66. Inspectors’ report admissible as evidence
Notices
67. Returns, etc., to Registrar
68. Service of notice on company
69. Postal service
70. Authentication of summons, notices, etc
71. Evidence of proceedings of meetings

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72. Security for costs in actions brought by companies
73. Declaration in action against members
Arbitration
74. Powers of companies to refer matters to arbitration
General Penalty
75. General penalty
Unlimited Liability of Directors
76. Articles of association may provide for unlimited liability of directors
77. Modification of section 47
77A. Power of directors to bind company
Associations Not for Profit
78. Circumstances in which the Re gistrar may licence a company to be
registered without “limited” in its name
Contracts
79. Common seal and how contracts may be made
80. Bills of exchange and promissory notes
81. Execution of deeds abroad
82. Power for company to have official seal for use abroad
83. Authentication of documents
Arrangements and Reconstructions
84. Power to compromise with creditors and members
85. Provisions for facilitating r econstruction and amalgamation of
companies
86. Power to acquire shares of dissentient shareholders

P
ART V
W
INDING UP OF COMPANIES UNDER THIS ORDINANCE
Preliminary
87. “Contributory” defined
88. Nature of liability of contributory
89. Death of contributory
90. Bankruptcy of contributory

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91. Repealed
Winding up by Court
92. Circumstances in which company may be wound up by Court
93. Company, when deemed unable to pay its debts
94. Application for winding up to be made by petition
95. Sitting in chambers
96. Commencement of winding up
97. Court may grant injunction
98. Powers of Court on hearing petition
99. Stay of proceedings after order for winding up
100. Copy of order to be forwarded to Registrar
101. Power of Court to stay any proceedings
102. Effect of order on share capital of company limited by guarantee
103. Court may have regard to wishes of creditors or contributories
Official Liquidators
104. Appointment of official liquidators
105. Resignation, removals, filling of vacancies and compensation
106. Style and duties of official liquidator
107. Powers of official liquidator
108. Discretion of official liquidator
109. Appointment of attorney to be official liquidator
Ordinary Powers of Court
110. Collection and application of assets
111. Provisions as to representative contributories
112. Power to require delivery of property
113. Power to order payment of debts by contributory
114. Power to make calls
115. Power to order payment into bank
116. Regulation of account
117. Default by representative contributory
118. Order to be conclusive evidence
119. Power to exclude creditors not proving within time fixed
120. Court to adjust rights of contributories
121. Orders as to costs
122. Dissolution of company
123. Registrar to record dissolution
124. Penalty for not reporting dissolution of company

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Extraordinary Powers of Court
125. Powers of Court to summon persons suspected of having property of company
126. Examination of parties by Court
127. Power to arrest contributory in certain cases
128. Powers of Court cumulative
Enforcement of Orders
129. Power to enforce orders
Voluntary Winding Up of Company
130. Circumstances in which company may be wound up voluntarily
131. Commencement of voluntary winding up
132. Effect of voluntary winding up on status of company
133. Notice of resolution to wind up voluntarily
134. Consequences of voluntary winding up
135. Effect of winding up on share capital of company limited by guarantee
136. Power of company to delegate authority to appoint liquidators
137. Arrangement when binding on creditors
138. Right of creditor or contributory to appeal
139. Liquidators or contributories in voluntary winding up may apply to Court
140. Liquidators may call general meetings
141. Vacancy among liquidators
142. Power to appoint liquidators
143. Liquidators’ account on conclusion of winding up
144. Liquidators to report meeting to Registrar
145. Costs of voluntary liquidation
146. Saving of rights of creditors
147. Power to adopt proceedings of voluntary winding up
Winding Up Subject to the Supervision of the Court
148. Power to direct voluntary winding up to be subject to supervision
149. Petition for winding up subject to supervision
150. Court may have regard to wishes of creditors
151. Power to appoint additional liquidators in winding up subject to supervision
152. Effect of order for winding up subject to supervision of Court
153. Appointment in certain cases of voluntary liquidators as official liquidators

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Supplementary Provisions
154. Dispositions after the commenc ement of the winding up voided
155. Books of the company to be evidence
156. As to disposal of books, acc ounts and documents of the company
157. Inspection of books
158. Power of assignee to sue
159. Debts of all descriptions to be proved
160. Preferential payments
161. General scheme of li quidation may be sanctioned
162. Power to compromise
163. Liquidators may accept shares, etc., as a consideration for sale of property of company
164. Mode of determining price
165. Certain attachments and executions to be void
166. Avoidance of preference in certain cases
167. Power to assess damages agains t delinquent directors and officers
168. Repealed
169. Prosecution of delinquent directors in the case of winding up by Court
170. Prosecution of delinquent directors, etc., in case of voluntary winding up
171. Penalty for perjury
Power of Court to make Rules
172. Rules of Court

PART VI
R
EMOVAL OF DEFUNCT COMPANIES UNDER THIS ORDINANCE
173. Company not operating may be struck off register
174. Company being wound up may be struck off register if no liquidator appointed or affairs fully wound up
175. Registrar to publish fact of company being struck off register
176. Company, creditor, member or interested party may apply to Registrar to be reinstated
177. Liability of members of company to remain
178. Registrar not liable for any act performed under this Part
179. Property to be vested in Governor

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PART VII
E
XEMPTED COMPANIES
180. What companies may apply to be registered as exempted companies
181. Registration of exempted companies
182. Memorandum of association of exempted companies
183. Declaration by proposed company
184. Fee for registration of an exempted company
184A. Non-exempted companies may become exempted companies
185. Application of Ordinance to exempted companies
186. Alteration of memorandum of association
187. Annual return
188. Annual fees
189. Failure to comply with sections 187 or 188
190. False statement in declaration
190A. An exempted company may become a company which is not exempted
191. Prohibited enterprises
192. Exempted company to have re presentative resident in Islands
193. Prohibited sale of securities
194. Penalty for carrying on business c ontrary to provisions of Part VII
195. Powers of an exempted company respecting its own shares
195A. Registration of charges
195B. Priorities of charges
196. Repealed
197. Exemption from taxes
198. Redemption and purchase of shares

PART VIIA
L
IMITED LIFE COMPANIES
198A. Exempted company may apply to be registered as a limited life company
198B. Registration as a limited life company
198C. Maximum duration of a limited life company
198D. Contents of articles of association
198E. Winding up of a limited life company
198F. Cancellation of registration
198G. Section 38 to apply to a limited life company
198H. Definition

10 CAP. 122 Companies Revision Date: 15 May 1998
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PART VIII
C
ONFIDENTIAL RELATIONSHIPS IN RELATION TO EXEMPTED COMPANIES
199. Interpretation
200. Application and scope
201. Directions regarding the giving in evidence of confidential information
202. Offences and penalties
203. Regulations
204. Attorney General’s fiat

P
ART IX
T
RANSFER OF COMPANIES FROM AND TO ANOTHER JURISDICTION
205. Continuation in the Islands of company incorporated elsewhere
206. Continuation outside Islands of company incorporated under this Ordinance

P
ART X
C
OMPANIES INCORPORATED OUTSIDE THE ISLANDS
C
ARRYING ON BUSINESS W ITHIN THE ISLANDS
207. Definition of foreign companies
208. Documents, etc., to be delivere d to Registrar by foreign companies
209. Repealed
210. Registration of foreign companies incorporated in a foreign country
211. Return to be delivered to Re gistrar where documents, etc., altered
212. Obligation to state name of company, whether limited, and country where incorporated
213. Service on foreign company to which Part X applies
214. Deeds executed out of and within the Islands
215. Removing company’s name from register
216. Penalties for failing to comply with provisions of Part X
217. Interpretation of Part X

Companies CAP. 122 11 Revision Date: 15 May 1998

LAWS OF TURKS & CAICOS ISLANDS
PART XI
A
PPLICATION OF ORDINANCE TO COMPANIES FORMED
OR REGISTERED IN THE ISLANDS PRIOR TO THIS ORDINANCE
218. Application to existing companies
219. Date of incorporation
220. Articles of association remain
221. Expired

PART XII
G
ENERAL
222. Power of Registrar to prohibit sale of securities
222A. Maintenance of company records and public inspection thereof
223. Power of Registrar to examine registers
224. Regulations
225. Expired
226. Requirement as to licences under any other law
227. Registrar to have certain immunities

FIRST SCHEDULE: Repealed by section 3(b) of Ord. 4 of 1994
SECOND SCHEDULE: Table A – Articles of Company
Table B – Articles of Exempted Company
THIRD SCHEDULE: Part I – Rules Governing Issue of Prospectus
Part II – Matters To Be Specified In Prospectus

Companies CAP. 122 13 Revision Date: 15 May 1998
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CHAPTER 122
COMPANIES ORDINANCE
(Ordinances 11 of 1981, 9 of 1985, 13 of 1985, 11 of 1989, 5 of 1990, 9 of 1992, 21 of 1992, 1 of 1993, 4 of 1994, 8 of 1997, 13 of 1997 and Legal Notice 41 of 1994)
AN ORDINANCE TO CONSOLIDATE , UPDATE AND REVISE THE LAW
RELATING TO THE INCORPORATION , REGISTRATION AND W INDING
UP OF TRADING COMPANIES , TO PROVIDE FOR THE CREATION OF
EXEMPTED COMPANIES , TO PROVIDE FOR THE INCORPORATION AS
EXEMPTED COMPANIES OF FOREIGN COMPANIES INCORPORATED IN
CERTAIN OTHER JURISDICTIONS , TO PROVIDE FOR THE CONFI –
DENTIALITY OF INFORMATION RELATING TO EXEMPTED COMPANIES ,
AND FOR MATTERS CONNECTED THEREWITH AND ANCILLARY
THERETO .
Commencement [20 January 1982] P
ART I
I
NTRODUCTION
1. This Ordinance may be cited as the Companies Ordinance.
Short title
2. (1) In this Ordinance, unless the context otherwise
requires— Inter pretation
“auditor” means a person holding a currently valid certificate under the hand of the Permanent Secretary, Finance certi-
fying that in his opinion such person is of good standing
and qualified to undertake the audit of a company;
(Inserted
by Ord. 11 of 1989 and Amended by L.N. 41/1994)
“Court” means the Supreme Court of the Turks and Caicos Islands;
“company” except where the context excludes an exempted company, means a company formed and registered under
this Ordinance or an existing company and includes a com-
pany for the time being registered under Part IX;
(Amended
by Ord. 11 of 1989)
“director” includes any person occupying the position of director, by whatever name called; (Inserted by Ord. 1 of 1993)
“exempted company” means a company registered as an exempted company under section 181;

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“existing company” means a company which prior to the coming
into operation of this Ordinance has been incorporated and
its memorandum of association recorded in the Islands;
“Governor” means— (a) in relation to exempted companies, and foreign companies registered under Part X, the Governor
acting in his discretion;
(b) in relation to other companies, the Governor in Council;
(Inserted by L.N. 41/1994)
“Islands” means the Turks and Caicos Islands;
“Judge” means a Judge of the Supreme Court;
“limited life company” means an exempted company registered as a limited life company under section 198B;
(Inserted by
Ord. 1 of 1993)
“nominal capital” means the capital of the company authorised by the Memorandum of Association;
“officer” in relation to a company includes a manager or the secretary;
“prospectus” means any prospectus, notice, circular, advertisement or other invitation offering to the public for subscription or
purchase any shares or debentures of a company; (Inserted
by Ord. 11 of 1989)
“public notice” means a notice published in the Government Gazette ;
“Registrar” means the Registrar of Companies appointed under section 3 and includes where appropriate, any Assistant
Registrar of Companies;
“share” means a share in the share capital of a company and includes bearer shares, stock and fractions of a share;
“special resolution” means a special resolution as defined in section 58.
(2) Where by any enactment in this Ordinance it is
provided that a company and every officer of the company who is
in default shall be liable to a default fine, the company and every
such officer shall be guilty of an offence and liable on summary
conviction to a fine of $20 for every day during which the default,
refusal or contravention continues.
(3) For the purpose of any enactment in this Ordinance
which provides that an officer of a company who is in default shall
be liable to a default fine, the expression “officer who is in
default” means any officer of the company who knowingly and

Companies CAP. 122 15 Revision Date: 15 May 1998
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wilfully authorises or permits the default, refusal or contravention
mentioned in the enactment.
3. (1) The Governor may by instrument under the Public Seal
appoint, and may remove, a person duly qualified by his
knowledge of law and of records to be the Registrar of Companies
for the purpose of this Ordinance, and may from time to time
appoint, and remove, a substitute to act in the case of the illness or
absence, or during a vacancy in the office, of such person.
Registra r
(2) The Registrar of Companies with the approval of the
Governor may appoint and may remove one or more assistant
Registrars of Companies, who may perform any of the duties
assigned and exercise any of the powers and discretions conferred
by this Ordinance to the Registrar. (
Amended by Ord. 11 of 1989)

P
ART II
C
ONSTITUTION AND INCORPORATION OF COMPANIES AND
ASSOCIATIONS UNDER THIS ORDINANCE
4. (1) One or more persons may, by subscribing his or their
names to a memorandum of association and otherwise complying
with the requirements of this Ordinance in respect of registration,
form an incorporated company with or without limited liability or,
in the case of an exempted company, with both limited and
unlimited liability. (Amended by Ord. 4 of 1994)
Mode of forming
com pany
(2) The memorandum of association may specify objects
for which the proposed company is to be established and may
provide that the business of the company shall be restricted to the
furtherance of the specified objects:
Provided that if no objects are specified or if objects are
specified but the business of the company is not restricted to the
furtherance of those objects, then the company shall have full
power and the authority to carry out any object not prohibited by
this or any other Ordinance.
(Substituted by Ord. 4 of 1994)
5. The liability of the members of a company formed under
this Ordinance may, according to the memorandum of association,
be limited either to the amount, if any, unpaid on the shares
respectively held by them or to such amount as the members may
respectively undertake by the memorandum of association to
contribute to the assets of the company in the event of its being
wound up. Mode of limiting
liability of
members

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6. (1) Where a company is formed on the principle of having
the liability of its members limited to the amount unpaid on their
shares (hereinafter referred to as a company limited by shares) the
memorandum of association shall, subject to subsection (2) of this
section, contain— Memorandum of
association of a
company limited
by shares
(a) the name of the proposed company, with the addi-
tion of the word “Limited” or the abbreviation
“Ltd” as the last word in such name;
(b) a statement that the registered office of the com- pany is within the Islands, and the address of such
registered office;
(c) Repealed by Ord. 4 of 1994;
(d) a declaration that the liability of the members is limited; and
(e) the amount of nominal capital with which the com- pany proposes to be registered, divided into shares
of a certain fixed amount (or, if it is stated therein
that the shares are to be of no par value, the aggre-
gate consideration for which such shares may be
issued) which capital or aggregate consideration
may be expressed in and subscribed for, or paid, in
any one or more currencies.
(Amended by Ord. 11 of
1989)

(2) No subscriber shall take less than one share.
(3) No company to which this section applies may divide
its nominal capital into both shares of a fixed amount and shares of
no par value.
(Inserted by Ord. 11 of 1989)
7. (1) Where a company is formed on the principle of having
the liability of its members limited to such amount as the members
respectively undertake to contribute to the assets of the company
in the event of the same being wound up (hereinafter referred to as
a company limited by guarantee) the memorandum of association
shall contain— Memorandum of
association of a
company limited
by guarantee
(a) the name of the proposed company, with the addi- tion of the word “Limited” or the abbreviation
“Ltd” as the last word in such name;
(b) a statement that the registered office of the com- pany is within the Islands and the address of such
registered office;
(c) Repealed by Ord. 4 of 1994;
(d) a declaration that each member undertakes to con- tribute to the assets of the company, in the event of
the same being wound up during the time that he is

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a member, or within one year afterwards, for pay-
ment of the debts and liabilities of the company
contracted before the time at which he ceases to be
a member, and of the costs, charges and expenses
of the winding up of the company, and for the
adjustment of the rights of the contributories
amongst themselves, such amount as may be
required, not exceeding a specific amount to be
therein named.
(2) A company limited by guarantee may have a share
capital.
(Inserted by Ord. 4 of 1994)
8. (1) A company may, by special resolution, alter its memo-
randum of association with respect to the objects of the company,
so far as may be required to enable it— Objects of
memorandum of
association may
be altered by
special
resolution
(a) to carry on its business more economically and more efficiently;
(b) to attain its main purpose by new or improved means;
(c) to enlarge or change the local area of its operations;
(d) to carry on business which under existing circum- stances may conveniently or advantageously be
combined with the business of the company;
(e) to restrict or abandon any of the objects specified in the memorandum of association;
(f) to sell or dispose of the whole or any part of the undertaking of the company; or
(g) to amalgamate with any other company or body of persons:
Provided that if an application is made to the
Registrar in accordance with this section for the altera-
tion to be cancelled, it shall not have effect except in so
far as is confirmed by the Registrar.
(2) An application under this section may be made— (a) if the nominal capital of the company is divided into shares of fixed amounts, by members holding not
less than fifteen per centum in nominal value of the
share capital for the time being issued of the com-
pany or any class of such capital;
(b) if the share capital of the company is divided into shares of no par value, by members holding shares
of the company for the time being issued giving

18 CAP. 122 Companies Revision Date: 15 May 1998
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rights to not less than fifteen per centum of the
dividends of the company; or
(c) if the company is not limited by shares, not less than fifteen per centum of the persons for the time
being entered on the register of the company as
members:
Provided that an application shall not be made by any person who
has consented to or voted in favour of the alteration.
(Substituted by Ord. 11 of 1989).
(3) An application under this section may not be made
except within twenty-one days after the day on which the resolu-
tion altering the company’s objects was passed, and may be made
on behalf of the persons entitled to make the application by such
one or more of their number as they may appoint in writing for the
purpose.
(4) On an application under this section the Registrar may
make an order confirming the alteration either wholly or in part
and on such terms and conditions as he thinks fit, and may if he
thinks fit adjourn the proceedings in order that an arrangement
may be made to the satisfaction of the Registrar for the purchase of
the interests of dissentient members and give such directions or
make such orders as he may think expedient for facilitating or
carrying into effect any such arrangement:
Provided that no part of the capital of the company shall be
expended in any such purchase.
(5) Within thirty days of the making of an order under
subsection (4) the applicants therefor or the company concerned
may appeal to the Court against such order and the Court, if it
considers it just so to do, may— (a) quash the order;
(b) confirm the order with alterations;
(c) make any order as to costs.
In this subsection, “the making of an order” includes the
giving of a direction.
(Inserted by Ord. 11 of 1989)
(6) Where a company passes a special resolution altering its
objects, if no application is made with respect thereto under this
section, the company shall within thirty days from the end of the
period for making such application deliver to the Registrar a
certified copy of the special resolution authorising the same.
(7) If a company makes default in delivering any document
to the Registrar as required by subsection (6), the company and
every director, secretary or officer of the company who knowingly

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or wilfully authorises or permits such default shall incur a penalty
for each day during which the default continues.
(8) The validity of an alteration of the provisions of a
company’s memorandum of association with respect to the objects
of the company shall not be questioned on the ground that it was
not authorised by subsection (1) except in proceedings taken for
the purpose (whether under this section or otherwise) before the
expiration of twenty-one days after the date of the resolution in
that behalf; and where any such proceedings are taken otherwise
than under this section, subsections (6) and (7) shall apply in
relation thereto as if the proceedings had been taken under this
section and as if an order declaring the alteration invalid were an
order cancelling it and as if an order dismissing the proceedings
were an order confirming the alteration.
9. (1) A company may, by resolution of the directors, change
the location of the registered office of the company to another
location in the Islands.
Location of
registered office
ma
y be chan ged
(2) Within thirty days of the date of the passing of the
resolution changing the location of the registered office, every
company shall deliver to the Registrar a certified copy of the
resolution of the directors authorising the same.
(3) A company shall be deemed not to have changed its
registered office if it fails to comply with the requirements of
subsection (2).
(Substituted by Ord. 4 of 1994)
10. Where a company is formed on the principle of having no
limit placed on the liability of its members (hereinafter referred to
as an unlimited company) the memorandum of association shall
contain the following things (that is to say)— Memorandum of
association of an
unlimited
com
pany
(a) the name of the proposed company;
(b) the address of the registered office of the company;
(c) Repealed by Ord. 4 of 1994;
(d) a declaration that the liability of its members is unlimited.
(Inserted by Ord. 1 of 1993)
11. The memorandum of association shall be signed by every
subscriber, who shall indicate his address and occupation and the
number of shares he takes, in the presence of at least one witness
who shall likewise sign his name and state his address and occu-
pation. It shall, when registered, bind the company and the
members thereof to the same extent as if each member had
subscribed his name and fixed his seal thereto and there were in
the memorandum contained on the part of himself, his heirs,
executors and administrators a covenant to observe all the condi-
Signature and
effect of
memorandum of
association

20 CAP. 122 Companies Revision Date: 15 May 1998
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tions of such memorandum, subject to the provisions of this
Ordinance.
12. (1) A company limited by shares or a company limited by
guarantee and having a share capital, if so authorised by its
articles, may by ordinary resolution alter the conditions of its
memorandum to—
Power of
company limited
by shares to alter
its share ca
pital
(a) increase its nominal capital by new shares of such
amount as it thinks expedient;
(b) consolidate and divide all or any of its share capital;
(c) convert all or any of its paid-up shares into stock, and reconvert that stock into paid-up shares of any
denomination;
(d) subdivide its shares, or any of them, into shares of an amount smaller than that fixed by the memoran-
dum, so, however, that in the subdivision the pro-
portion between the amount paid and the amount, if
any, unpaid on each reduced share shall be the same
as it was in the case of the share from which the
reduced share is derived; and
(e) cancel shares of nominal capital which at the date of the passing of the resolution in that behalf have not
been taken or agreed to be taken by any person, and
diminish the amount of its share capital by the
amount of the shares so cancelled.
(Amended by Ord. 11 of 1989)
(2) The powers conferred by this section may not be
exercised by the company except in general meeting.
(3) A cancellation of shares in pursuance of this section
shall not be deemed to be a reduction of share capital within the
meaning of this Ordinance.
13. (1) Subject to confirmation by the Court, a company
limited by shares or a company limited by guarantee and having a
share capital may, if so authorised by its articles, by special
resolution reduce its share capital in any way, and in particular
(but without prejudice to the generality of the foregoing power)
may—
Special
resolution for
reduction of
share ca
pital
(a) extinguish or reduce the liability on any of its shares in respect of share capital not paid up; or
(b) either with or without extinguishing or reducing liability on any of its shares, cancel any paid-up
share capital which is lost or unrepresented by
available assets; or

Companies CAP. 122 21 Revision Date: 15 May 1998
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(c) either with or without extinguishing or reducing
liability on any of its shares, pay off any paid-up
share capital which is in excess of the needs of the
company, and may, if and so far as is necessary,
alter its memorandum by reducing the amount of its
share capital and of its shares accordingly.
(2) A special resolution under this section is in this
Ordinance referred to as “a resolution for reducing share capital”.
(3) The requirements of confirmation by the Court under
subsection (1) shall not apply to shares issued in accordance with
the provisions of sections 35 or 198.
(Amended by Ord. 11 of 1989)
14. (1) Where a company has passed a resolution for reducing
share capital, it shall apply to the Court for an order confirming the
reduction. Application to
Court for
confirming
order; objections
by creditors
(2) Where the proposed reduction of share capital involves
either diminution of liability in respect of unpaid share capital or
the payment to any shareholder of any paid-up share capital, and in
any other case if the Court so directs, the following provisions
shall have effect, subject nevertheless to subsection (3)—
(a) every creditor of the company who at the date fixed by the Court is entitled to any debt or claim which,
if that date were the commencement of the winding
up of the company, would be admissible in proof
against the company, shall be entitled to object to
the reduction;
(b) the Court shall settle a list of creditors so entitled to object, and for that purpose shall ascertain as far as
possible without requiring an application from any
creditor, the names of those creditors and the nature
and amount of their debts or claims, and may pub-
lish notices fixing a day or period on or within
which creditors not entered on the list are to claim
to be so entered or are to be excluded from the right
of objecting to the reduction;
(c) where a creditor entered on the list whose debt or claim is not discharged or has not been determined
does not consent to the reduction, the Court may, if
it thinks fit, dispense with the consent of that
creditor, on the company securing payment of his
debt or claim by appropriating as the Court may
direct, the following amount—
(i) if the company admits the full amount of the debt or claim, or, though not admitting it, is
willing to provide for it, then the full amount of
the debt or claim;

22 CAP. 122 Companies Revision Date: 15 May 1998
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(ii) if the company does not admit and is not will-
ing to provide for the full amount of the debt or
claim or if the amount is contingent or not
ascertained, then an amount fixed by the Court
after the like enquiry and adjudication as if the
company were being wound up by the Court.
(3) Where a proposed reduction of share capital involves
either the diminution of any liability in respect of unpaid share
capital or the payment to any shareholder of any paid-up share
capital the Court may, if having regard to any special circum-
stances of the case it thinks proper so to do, direct that subsection
(2) shall not apply as regards any class or any classes of creditors.
15. (1) The Court, if satisfied with respect to every creditor of
the company who under section 14 is entitled to object to the
reduction, that either his consent to the reduction has been
obtained or his debt or claim has been discharged or has been
determined or has been secured, may make an order confirming
the reduction on such terms and conditions as it thinks fit.
Order
confirming
reduction and
powers of Court
on making such
orde
r
(2) Where the Court makes any such order, it may— (a) if for any special reason it thinks proper so to do, make an order directing that the company shall,
during such period, commencing on or at any time
after the date of the order, as is specified in the
order add to its name as the last words thereof the
words “and reduced”; and
(b) make an order requiring the company to publish as the Court directs the reasons for reduction or such
other information in regard thereto as the Court
may think expedient with a view to giving proper
information to the public and if the Court thinks fit,
the causes which led to the reduction.
(3) Where a company is ordered to add to its name the
words “and reduced”, those words shall until the expiration of the
period specified in the order, be deemed to be part of the name of
the company.
16. (1) The Registrar, on delivery to him by the company of a
copy of an order of the Court confirming the reduction of the share
capital of a company, and of a minute approved by the Court
showing with respect to the share capital of the company, as
altered by the order, the amount of the share capital, the number of
shares into which it is to be divided, and the amount of each share,
and the amount, if any, at the date of the registration of the order
and minute deemed to be paid upon each share, shall register the
order and minute.
Registration of
order and minute
of reduction

Companies CAP. 122 23 Revision Date: 15 May 1998
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(2) On the registration of the order and minute, and not
earlier, the resolution for reducing share capital as confirmed by
the order so registered shall take effect.
(3) Notice of the registration shall be published in the
Gazette if so directed by the Court.
(4) The Registrar shall certify under his hand the registra-
tion of the order and minute, and his certificate shall be conclusive
evidence that all the requirements of this Ordinance with respect to
reduction of share capital have been complied with, and that the
share capital of the company is such as is stated in the minute.
(5) The minute when registered shall be deemed to be
substituted for the corresponding part of the memorandum, and
shall be valid and alterable as if it had been originally contained
therein.
17. (1) In the case of a reduction of share capital, a member of
the company, past or present, shall not be liable in respect of any
share to any call or contribution exceeding in amount the differ-
ence, if any, between the amount of the share as fixed by the
minute and the amount paid or the reduced amount, if any, which
is to be deemed to have been paid on the share as the case may be:
Liability of
members in
respect of
reduced shares
Provided that if any creditor entitled in respect of any debt
or claim to object to the reduction of share capital is, by reason of
his ignorance of the proceedings for reduction or of their nature
and effect with respect to his claim, not entered on the list of
creditors, and after the reduction the company is unable, within the
meaning of the provisions of this Ordinance with respect to
winding up by the Court, to pay the amount of his debt or claim,
then— (a) every person who was a member of the company at the date of the registration of the order for reduction
and minute shall be liable to contribute for the
payment of that debt or claim an amount not
exceeding the amount which he would have been
liable to contribute if the company had commenced
to be wound up on the day before the said date; and
(b) if the company is wound up, the Court, on applica- tion of any such creditor and proof of his ignorance
as aforesaid, may, if it thinks fit, settle accordingly
a list of persons so liable to contribute, and make
and enforce calls and orders on the contributories in
a winding up.
(2) Nothing in this section shall affect the rights of the
contributories among themselves.

24 CAP. 122 Companies Revision Date: 15 May 1998
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18. Any director, secretary or other officer of the company
who— Penalty for
concealment of
names of
creditors
(a) knowingly or wilfully conceals the names of any
creditors entitled to object to the reduction; or
(b) knowingly or wilfully misrepresents the nature or amount of the debt or claim of any creditor; or
(c) aids, abets or is privy to any such concealment or misrepresentation as aforesaid,
shall be guilty of an offence and liable on summary conviction to a
fine of $5,000 and to imprisonment for six months.
18A. (1) Every company shall have not less than one director and
a secretary.
Every company
to have at least
one director and
a secretar
y (2) A sole director of a company may also be the secretary.
(Inserted by Ord. 4 of 1994)
19. There shall, in the case of a company limited by shares and
in the case of a company limited by guarantee or unlimited, be
registered, with the memorandum, articles of association signed by
the subscriber or subscribers to the memorandum and prescribing
regulations for the company. Articles
prescribing
regulations for
com
panies
20. (1) In the case of an unlimited company the articles must
state the number of members with which the company proposes to
be registered and, if the company has a share capital, the amount
of share capital with which the company proposes to be registered. Regulations
required in case
of unlimited
company or
company limited
by guarantee
(2) In the case of a company limited by guarantee, the
articles shall state the number of members with which the
company proposes to be registered and, where the company has a
share capital, the amount of share capital with which the company
proposes to be registered.
(Substituted by Ord. 4 of 1994)
(3) Where an unlimited company or a company limited by
guarantee has increased the number of its members beyond the
registered number it shall, within fifteen days after the increase
was resolved on or took place, give to the Registrar notice of the
increase, and the Registrar shall record the increase.
(4) If default is made in complying with subsection (3), the
company and every officer who is in default shall be liable to a
default fine.
21. (1) Articles of association may adopt all or any of the
regulations contained in Table A in the Second Schedule, and
articles of association of an exempted company may adopt all or
any of the regulations contained in Table B or in both such tables.
Adoption and
application of
Tables A or B

Companies CAP. 122 25 Revision Date: 15 May 1998
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(2) Subject to subsection (3), in the case of a company
limited by shares and registered after the commencement of this
Ordinance, other than as an exempted company, in so far as the
articles do not exclude or modify the regulations contained in
Table A those regulations shall, so far as applicable, be the
regulations of the company in the same manner and to the same
extent as if they were contained in duly registered articles.
(3) In the case of an exempted company registered after the
commencement of this Ordinance, in so far as the articles do not
exclude or modify the regulations contained in Table B, those
regulations shall, so far as applicable, be the regulations of the
company in the same manner and to the same extent as if they
were contained in duly registered articles.
22. Articles shall—
Printing and
signature of
articles
(a) be divided into paragraphs numbered consecutively;
and
(b) be signed by every subscriber of the memorandum of association in the presence of at least one witness
who shall sign his name and state his address and
occupation.
23. (1) Subject to the provisions of this Ordinance and to the
conditions contained in its memorandum, a company may by
special resolution alter or add to its articles.
(Amended by Ord. 11 of
1989)
Alteration of
articles by
special
resolution
(2) Any alteration or addition so made in the articles shall,
subject to the provisions of this Ordinance, be as valid as if
originally contained therein, and be subject in like manner to
alteration by special resolution. (
Amended by Ord. 11 of 1989)
24. When registered the articles of association shall bind the
company and the members thereof to the same extent as if every
member had subscribed his name thereto, and there were in such
articles contained a covenant on the part of himself, his heirs,
executors and administrators to conform to all the regulations
contained in such articles subject to the provisions of this
Ordinance, and all moneys payable by any member to the
company in pursuance of the conditions or regulations shall be
deemed to be a debt due from such member to the company. Adoption and
effect of articles
of association
25. (1) The memorandum of association and the articles of
association in triplicate shall be delivered to the Registrar who
shall file and retain the original thereof as records of the office and
shall return the duplicates thereof endorsed with a memorandum of
registration and a memorandum of the particulars set out in
subsection (3). Registration

26 CAP. 122 Companies Revision Date: 15 May 1998
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(2) Each memorandum of association and the articles of
association shall be numbered and filed consecutively and shall be
endorsed with the date of the month and year of such filing.
(3) A register of companies shall be kept in which shall be
entered the following particulars which shall be annexed to the
memorandum of association or articles of association in so far as
they are not included therein—
(a) the name of the company;
(b) the address of the registered office of the company;
(c) the amount of nominal capital of the company and the number of shares into which it is divided and
the fixed amounts thereof;
(d) the names and addresses and occupations of sub- scribers to the memorandum of association and the
number of shares taken by every subscriber;
(e) the date of execution of the memorandum of asso- ciation;
(f) the date of filing the memorandum of association;
(g) the registered number assigned to the company;
(h) in the case of a company limited by guarantee or which has no limit placed on the liability of its
members that the same is limited by guarantee or is
unlimited;
(i) in the case of an exempted company limited by shares and having a class of shareholders with
unlimited liability, particulars of those classes of
shareholders with limited liability and those classes
with unlimited liability; and
(j) in the case of an exempted company limited by guarantee and having a class of members with
unlimited liability, particulars of those classes of
members with limited liability and those classes
with unlimited liability:
Provided that the Registrar may omit any of the particulars
hereinbefore specified which he considers to be inappropriate to
any particular case.

(4) Upon the filing of the memorandum and articles of
association of any company the prescribed fees shall be paid to the
Registrar. Fees
(Amended by Ord. 4 of 1994)
26. (1) Upon filing of the memorandum and articles of
association a company shall be deemed to be registered and the Certificate of
incor poration

Companies CAP. 122 27 Revision Date: 15 May 1998
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Registrar shall issue a certificate under his hand and seal of office
that the company is incorporated and, in the case of a limited
company, that the company is limited.
(2) From the date of incorporation mentioned in the
certificate of incorporation every subscriber of the memorandum
of association, together with such other persons as may from time
to time become members of the company, shall be a body
corporate by the name contained in the memorandum of
association, capable forthwith of exercising all the functions of an
incorporated company and having perpetual succession and a
common seal, with power (subject to section 30A) to hold lands,
but with such liability on the part of the members to contribute to
the assets of the company in the event of its being wound up as is
hereinafter provided in this Ordinance.
(Amended by Ord. 11 of
1989)
(3) A certificate of incorporation of a company issued
under this Ordinance shall be conclusive evidence that compliance
has been made with all the requirements of this Ordinance in
respect of registration subject to compliance with the provisions of
section 48 hereof.
(4) Every copy of a memorandum and articles of
association filed and registered in accordance with this Ordinance
or any extract therefrom certified under the hand and seal of the
Registrar as a true copy shall be received in evidence in any Court
without further proof.
27. Repealed by Ord. 11 of 1989.
Repealed
28. A copy of the memorandum of association having annexed
thereto the articles of association shall be forwarded to every
member, at his request on payment of such reasonable sum, not
exceeding $25 for each copy, as may be fixed by any rule of the
company; and in the absence of any such rule, such copy shall be
given gratuitously; and if any company makes default in
forwarding a copy of the memorandum of association and articles
of association to a member in pursuance of this section, the
company so making default shall be guilty of an offence and liable
on summary conviction to a fine of $100. Members to be
provided with
copy of
memorandum
and articles
29. (1) No company shall be registered by a name which— Restrictions on
registration of
certain names
(a) is identical with that by which a company in exis-
tence is already registered or so nearly resembles
that name as to be calculated to deceive, except
where the company in existence is in the course of
being dissolved and signifies its consent in such
manner as the Registrar requires;

28 CAP. 122 Companies Revision Date: 15 May 1998
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(b) contains the words “Chamber of Commerce” unless
the company is a company which is to be registered
under a licence granted by the Registrar in pursu-
ance of section 78 without the addition of the word
“Limited” or the abbreviation “Ltd” to its name;
(c) except with the express written consent of the Permanent Secretary, Finance, contains, whether in
English or any other language, the words
“assurance”, “bank”, “Building Society”,
“Commonwealth”, “Co-operative Society”,
“fidelity”, “friendly society”, “guarantee”,
“indemnity”, “insurance”, “re-insurance”, “trust”,
“trustee”, “underwriter”, any derivatives of any of
those words or any other word which in the opinion
of the Registrar bears a similar connotation to any
word referred to in this paragraph; or
(Substituted by
Ord. 11 of 1989 and Amended by L.N. 41/1994)

(d) is, in the opinion of the Registrar undesirable or misleading.
(2) Except with the consent of the Registrar no company
shall be registered by a name which— (a) contains the words “royal”, “imperial”, or “empire”, or in the opinion of the Registrar suggests, or is
calculated to suggest, the patronage of Her Majesty
or of any member of the Royal Family or
connection with Her Majesty’s Government or any
department thereof in the United Kingdom or
elsewhere; or
(b) contains the words “municipal” or “chartered” or any words which in the opinion of the Registrar
suggest, or are calculated to suggest, connection
with any public board or other local authority or
with any society or body incorporated by Royal
Charter.
(3) In the event that a company is registered with an
identical or similar name to a company already registered the
Registrar may order the company last so registered to change its
name.
(4) In the event that a company is registered with a name
which contravenes the provisions of this section, the company,
with the sanction of the Registrar, may, and if the Registrar so
orders, shall, change its name.
(Inserted by Ord. 11 of 1989)
(5) If a company fails within such reasonable time as the
Registrar may specify in a written notice served upon the company
to comply with an order under subsection (3) or (4), he may strike

Companies CAP. 122 29 Revision Date: 15 May 1998
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the company off the register and thereupon the company shall be
dissolved and Part VI shall apply mutatis mutandis.
(Inserted by
Ord. 11 of 1989)
(6) Section 176 shall not apply to a company struck off the
register under this section but such a company may within thirty
days from the date on which it was struck off apply to the
Registrar to be restored to the register under a different name and
the Registrar if he considers that name complies with the
provisions of this Ordinance shall restore the company to the
register on the payment of the fees, if any, prescribed for such
restoration.
(Inserted by Ord. 11 of 1989)
(7) A company that is not a limited life company shall not
be registered by a name which includes at its end “Limited Life
Company” or the abbreviation “LLC”.
(Inserted by Ord. 1 of 1993)
(8) A company that is not formed on the principle of having
the liability of all its member s limited to the amount unpaid on
their shares or to such specified amount as all the members
respectively undertake to contribute to the assets of the company
in the event of its being wound up, shall not be registered with a
name that ends with the words “Limited” or the abbreviation
“Ltd”.
(Inserted by Ord. 4 of 1994)
30. (1) Any company may by special resolution change its
name. Chan ge of name
(2) Where a company changes its name, the Registrar on
receiving a certified copy of its resolution authorising the same
together with a non-returnable fee of $50 and on being satisfied
that the change of name conforms with the provisions of section
29, shall enter the new name on the register in place of the former
name and lodge the special resolution for registration and shall
issue a certificate of change of name showing the new name of the
company and the company shall within thirty days of the issue of
such certificate cause notice of such change of name to be
published in the Gazette.
(3) If a company makes default in advertising within the
time stipulated in subsection (2) it shall be liable to a fine of $20
for every day during which the default continues. (
Amended by
Ord. 11 of 1989)
30A . (1) Subject to the provisions of subsection (2) but
notwithstanding anything contained in any other provision of this
Ordinance or any other law, no body corporate, whether
incorporated within or without the Islands, shall have any powers
to hold land in the Islands unless it— Certain
companies may
not hold land, etc
(a) is a company formed and registered under this Ordinance;

30 CAP. 122 Companies Revision Date: 15 May 1998
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(b) is not an exempted company registered under Part
VII nor a foreign company registered under Part X;
(c) has for the time being no member which is itself an exempted company or a company the beneficial
ownership of which is wholly or in part directly or
indirectly held by any exempted company; and
(d) does not for the time being have any of its shares issued and outstanding as bearer shares pursuant to
section 32.
(2) A body corporate which, immediately before
7 August, 1992, had power to hold land in the Islands shall
continue to have such power if, but only if, it complies and
thereafter continues to comply with the provisions of section 39 in
all respects as if it had been formed and registered under Part II:

Provided that such compliance shall not be required in the
case of a body corporate the shares of which are quoted on a stock
exchange recognised by the Permanent Secretary, Finance for the
purposes of this section.
(Amended by L.N. 41/1994)
(3) Any conveyance, transfer, assignment, lease, mortgage
or other instrument which purports to vest any interest arising at
law or in equity in any land in the Islands, other than a registered
land charge, in any body corporate which by virtue of this section
does not have power to hold such land, shall not take effect
according to its tenor but shall be absolutely void and of no effect.
(4) Any company which purports to be the holder of any
land in the Islands at a time when there are outstanding any of its
shares issued as bearer shares shall incur a penalty of $50 for each
day during which those circumstances continue, and the amount of
such penalty may be sued for and recovered by the Treasurer in
any court of competent jurisdiction.
(Inserted by Ord. 9 of 1992)
30B. (1) No act of a company and no conveyance or transfer of
real or personal property to or by a company shall be invalid by
reason of the fact that the company was without capacity or power
to do such act or to make or receive such conveyance or transfer,
but such lack of capacity or power may be asserted— Validity of acts
of com pany
(a) in proceedings by a member or a director against the company to prevent the doing or continuation of
unauthorised acts, or the transfer of real or personal
property by or to the company;
(b) in proceedings by the company, whether acting directly or through a liquidator or other legal
representative or through shareholders of the
company in a representative capacity, against the

Companies CAP. 122 31 Revision Date: 15 May 1998
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incumbent or former officers or directors of the
company for exceeding their authority; and
(c) in proceedings by the Court to wind up the company, or in proceedings by the Court to restrain
the company from performing unauthorised acts, or
in any other proceedings instituted by the
liquidator.
(2) For the purposes of paragraph (a) of subsection (1) if
the unauthorised acts or transfers sought to be prevented are to be
performed pursuant to any contract to which the company is a
party, the Court may, if all of the parties to the contract are parties
to the proceedings and if it deems the same to be equitable, set
aside such contract, and in so doing may allow to the company or
the other parties to the contract, as the case may be, compensation
for the loss or damage sustained by either of them which may
result from the action of the Court in setting aside the contract, but
anticipated profits to be derived from the performance of the
contract shall not be awarded by the Court as a loss or damage
sustained.
(Inserted by Ord. 4 of 1994)

PART III
D
ISTRIBUTION OF CAPITAL AND LIABILITY OF M EMBERS OF
COMPANIES AND ASSOCIATIONS UNDER THIS ORDINANCE
Prospectus
30C. (1) No share, stock or debenture shall be advertised for
sale, issue or circulation or any prospectus issued or advertised,
and no person shall by way of advertisement solicit funds for any
company registered in the Islands or coming within the provisions
of Part XI unless application has first been made to the Registrar
and his authorisation has been obtained for such advertisement,
issue or circulation.
Prospectus etc.
to be approved
by Re gistra r
(2) An application for the Registrar’s authorisation under
subsection (1) shall be accompanied with the prescribed fee and
with such accounts and such other documents of the company as
the Registrar may in his discretion request for examination.
(3) Every prospectus issued by or on behalf of a company
shall comply with the rules set out in Part I of the Third Schedule
and shall contain the matters specified in Part II of the Third
Schedule.

32 CAP. 122 Companies Revision Date: 15 May 1998
LAWS OF TURKS &
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(4) The Registrar may refuse to grant authorisation under
this section, or may grant it subject to such conditions as he may in
his discretion impose; in either case, he shall give notice in writing
to the company of the reasons for his refusal or conditional grant,
as the case may be.
(5) Any officer of any company and any agent or person
contravening the provisions of subsection (1) shall be guilty of an
offence and shall be liable on summary conviction to a fine of
$5,000 and to imprisonment for 12 months.
(6) In this section, “company” includes a proposed
company.
(Inserted by Ord. 4 of 1994)

Distribution of Capital
31. The share or other interest of a member in a company shall
be personal estate capable of being transferred in manner provided
by the regulations of the company and shall not be of the nature of
real estate; and save in the case of shares that are fully paid up
each share shall in the case of a company having a capital divided
into shares be distinguished by its appropriate number:
Share or interest
in company to be
personalt y
Provided that, if at any time all the issued shares in a
company, or all the issued shares therein of a particular class, are
fully paid up and rank pari passu for all purposes, none of those
shares need thereafter have a distinguishing number so long as
they remain fully paid up and rank pari passu for all purposes with
all the shares of the same class for the time being issued and fully
paid up.
31A. (1) A company limited by shares, or a company limited by
guarantee and having a share capital, if so authorised by its articles
of association, may issue fractions of a share and, unless and to the
extent otherwise provided for in such articles, a fraction of a share
shall be subject to, confer or impose, as the case may be, the
corresponding fraction of liabilities (whether in respect of nominal
or par value, premiums, contributions, call or howsoever),
limitations, preferences, privileges, qualifications, restrictions,
rights and other attributes of a whole share of the same class of
shares.
Shares may be
divided into
fractions
(2) For the purposes of this Ordinance, the word “share”
includes any fraction of a share issued in accordance with this
section.
(Inserted by Ord. 11 of 1989)

Companies CAP. 122 33 Revision Date: 15 May 1998
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31B. The nominal or par value of a share may be expressed in an
amount which is a fraction or percentage of the lowest unit of legal
tender in the currency in which the capital of the company is
expressed.
(Inserted by Ord. 11 of 1989)
Share values
may be
expressed in
certain fractions
or
percenta ges
32. (1) (a) A company limited by shares if so authorised by its
articles may with respect to any fully paid up shares
issue under its common seal such shares as bearer
shares stating that the bearer is entitled to the shares
therein specified and may provide by coupons or
otherwise for the payment of the future dividends on
such shares. Issue and effect
of bearer shares
(b) A bearer share shall entitle the bearer thereof to the shares therein specified and the shares may be
transferred by delivery.
(2) (a) On the issue of a bearer share the company shall
enter in the register the following particulars
namely—
(i) the fact of the issue of such bearer shares;
(ii) a statement of the shares distinguishing each share by its number so long as the share has a
number; and
(iii) the date of issue of such bearer shares.
(b) The holder of a bearer share shall, subject to the articles of the company, be entitled on surrendering
it for cancellation to have his name entered as a
member in the register of members.
(c) The company shall be responsible for any loss incurred by any person by reason of the company
entering in the register the name of a holder of a
bearer share in respect of the shares therein
specified without the bearer shares being
surrendered and cancelled.
(d) Until the bearer share is surrendered, the particulars specified in subsection (1) shall be deemed to be
the particulars required by this Ordinance to be
entered in the register of members and on the
surrender the date of the surrender must be entered.
(e) Subject to the provisions of this Ordinance, the holder of a bearer share may, if the articles of the
company so provide, be deemed to be a member of
the company within the meaning of this Ordinance,
either to the full extent or for any purposes defined
in the articles.

34 CAP. 122 Companies Revision Date: 15 May 1998
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(3) If any person falsely and deceitfully personates any
owner of any share or interest in any company or of any bearer
share or coupon issued in pursuance of this Ordinance and thereby
obtains or endeavours to obtain any such share or interest or bearer
share or coupon, or receives or endeavours to receive any money
due to any such owner as if the offender were the true and lawful
owner, he shall be guilty of an offence and shall be liable on
conviction to imprisonment for ten years or for any term not less
than three years.
33. (1) Where a company issues shares at a premium (whether
for cash or otherwise) a sum equal to the aggregate amount or
value of the premium on those shares shall be transferred to an
account to be called the share premium account and the provision
of this Ordinance relating to the reduction of the share capital of a
company shall, except as provided in this section, apply as if the
share premium account were paid up share capital of the company.
Application of
premiums
received on issue
of shares
(2) The share premium account may, notwithstanding
anything in subsection (1), be applied by the company in paying
up unissued shares of the company to be issued to members as
fully paid bonus shares, in writing off—
(a) the preliminary expenses of the company; or
(b) the expenses of, or the commission paid or discount allowed on any issue of shares or debentures of the
company;
or in providing for the premiums payable on redemption of any
redeemable preference shares or of any debenture of the company.
34. (1) Subject as provided in this section, it shall be lawful for
a company to issue at a discount shares in the company of a class
already issued:
Power to issue
shares at a
discoun
t
Provided that— (a) the issue of the shares at a discount must be authorised by resolution passed in general meeting
of the company;
(Amended by Ord. 11 of 1989)
(b) the resolution must specify the maximum rate of discount at which the shares are to be issued;
(bb) the shares to be issued at a discount must first be
offered proportionately to all members of the
company holding shares of the same class. Any
such shares not taken after offering must be offered
to members who took shares at such first offering in
proportion to the number of shares taken. Any
shares remaining after such second offering may, in

Companies CAP. 122 35 Revision Date: 15 May 1998
LAWS OF TURKS &
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the discretion of the directors, be offered to persons
who are not members;
(Inserted by Ord. 11 of 1989)
(c) not less than one year must at the date of the issue
have elapsed since the date on which the company
was entitled to commence business.
(Amended by
Ord. 8 of 1997)

(2) Within thirty days of the date on which a resolution
under subsection (1) (a) is passed, an application may be made to
the Court for cancellation of the resolution by the holders, in the
case of a company limited by shares of not less than fifteen per
centum of the shares of the company for the time being issued of
the same class as those to which the resolution relates or, in the
case of a company limited by shares of no par value, the holders of
shares of the company for the time being issued giving rights to
not less than fifteen per centum of the dividends of the company.
Any such application may be made on behalf of the persons
entitled to make it by one or more of their number as they may
appoint in writing for the purpose. Upon hearing an application
under this section, the Court may make such other order relating to
the resolution, including an order as to costs, as it considers just.

(Substituted by Ord. 11 of 1989)
(3) Every prospectus relating to the issue of the shares must
contain particulars of the discount allowed on the issue of the
shares or of so much of that discount as has not been written off at
the date of the issue of the prospectus. If default is made in
complying with this subsection, the company and every officer of
the company who is in default, shall be liable to a default fine.
35. (1) Subject to the provisions of this section a company
limited by shares may, if so authorised by its articles, issue
preference shares which are, or at the option of the company are to
be liable, to be redeemed:
Power to issue
redeemable
preference shares
Provided that—
(a) no such shares shall be redeemed except out of profits of the company which would otherwise be
available for dividend or out of the proceeds of a
fresh issue of shares made for the purposes of
redemption;
(b) no such shares shall be redeemable unless they are fully paid;
(c) the premium, if any, payable on redemption, must have been provided for out of the profits of the
company or out of the company’s share premium
account before the shares are redeemed; and

36 CAP. 122 Companies Revision Date: 15 May 1998
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(d) where any such shares are redeemed otherwise than
out of the proceeds of a fresh issue, there shall out
of profits which would otherwise have been avail-
able for dividend be transferred to a reserve fund, to
be called “the capital redemption reserve fund”, a
sum equal to the nominal amount of the shares
redeemed, and the provisions of this Ordinance
relating to the reduction of the share capital of a
company shall, except as provided in this section,
apply as if the capital redemption reserve fund were
paid-up share capital of the company.
(2) Subject to the other provisions of this section, the
redemption of preference shares thereunder may be effected on
such terms and in such manner as may be provided by the articles
of the company.
(3) The redemption of preference shares under this section
by a company shall not be taken as reducing the amount of the
company’s authorised share capital.
(4) Where in pursuance of this section a company has
redeemed or is about to redeem any preference shares it shall have
the power to issue shares up to a nominal amount of the shares
redeemed as if those shares had never been issued, and accordingly
the share capital of the company shall not for the purpose of any
enactments relating to stamp duty or to fees payable on the filing
of memorandum of association and articles of association be
deemed to be increased by the issue of shares in pursuance of this
subsection:
Provided that where new shares are issued before the
redemption of the old shares the new shares shall not, so far as
relates to stamp duty or to fees payable on the filing of memoran-
dum of association and articles of association be deemed to have
been issued in pursuance of this subsection unless the old shares
are redeemed within one month after the issue of the new shares.
(5) The capital redemption reserve fund may, notwith-
standing anything in this section, be applied by the company in
paying up unissued shares of the company to be issued to members
of the company as fully paid bonus shares.
(6) No shares shall be redeemed under this section unless
the directors of the company concerned are satisfied that after the
redemption has taken place the company will be able to pay its
debts as they fall due in the ordinary course of business and a
statutory declaration by the chairman of the board of directors or
the managing director affirming such satisfaction has been depos-
ited with the Registrar and such deposit acknowledged by the
Registrar in writing.
(Inserted by Ord. 11 of 1989)

Companies CAP. 122 37 Revision Date: 15 May 1998
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36. The subscribers of the memorandum of association of any
company shall be deemed to have agreed to become members of
the company to whose memorandum they have subscribed, and
upon the registration of the company shall be entered as members
on the register of members hereinafter mentioned and every other
person who has agreed to become a member of a company whose
name is entered on the register of members shall be deemed to be a
member of the company. Definition of
membe r
37. Any transfer of the share or other interest of a deceased
member of a company made by his personal representative, shall
notwithstanding that such personal representative may not himself
be a member, be of the same validity as if he had been a member
at the time of the execution of the instrument of transfer. Transfer by
personal
re
presentative
38. (1) Every company shall cause to be kept in writing a
register of its members at its registered office and there shall be
entered in the register— Register of
members
(a) the names, addresses and occupations (if any) of the
members of the company with the addition, in the
case of a company having a capital divided into
shares, of a statement of the shares held by each
member, distinguishing, save in the case of shares
that are fully paid, each share by its number, and of
the amount paid, or agreed to be considered paid,
on the shares of each member;
(b) the date on which any person was entered on the register as a member;
(c) the date on which any person ceased to be a member:
Provided that in the case of shares in a company issued to
bearer there shall only be entered in the register particulars of the
number of shares, the date of issue of the shares, distinguishing
each share by its number (so long as it has a number) and the fact
that a certificate in respect thereof was issued to bearer.
(2) Any company making default in complying with this
section shall incur a penalty of $25 for every day during which the
default continues and every director, secretary or officer of the
company who knowingly or wilfully authorises or permits such
contravention shall incur the like penalty.
(Substituted by Ord. 11 of 1989)
39. (1) Every company having a capital divided into shares
shall make a list of all persons who on the fourteenth day follow-
ing the day on which the General Meeting, or if there is more than
one General Meeting in each year the first of such General
Meetings, is held, are members of the company, other than any Annual list of
members, and
return of capital,
shares etc

38 CAP. 122 Companies Revision Date: 15 May 1998
LAWS OF TURKS &
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person who is a member solely by virtue of his holding bearer
shares, and such list shall state the names, addresses and occupa-
tions of all the members therein mentioned, and the number of
shares held by each of them and shall contain a summary
specifying—
(a) the amount of the nominal share capital of the company and the number of shares into which it is
divided;
(b) the number of shares issued from the commence- ment of the company up to the date of the summary
and whether issued for cash or other consideration;
(c) the amount of calls made on each share;
(d) the total amount of calls received;
(e) the total amount of calls unpaid;
(f) the total amount of shares forfeited;
(g) the names and addresses of the persons, other than any person who was a member solely by virtue of
his holding bearer shares, who have ceased to be
members since the last list was made, and the
number of shares held by each of them; and
(Amended by Ord. 11 of 1989)
(h) the names, addresses and occupations of the directors and secretary of the company.
The above list and summary shall be contained in a separate
part of the register of the company and a copy shall be forwarded
to reach the Registrar within twenty-eight days after the said
General Meeting, together with the prescribed fee, such copy to be
kept by the Registrar in his office with the original memorandum
and articles of association:
Provided however that a company which has failed to
forward to the Registrar any copy required to be forwarded in any
year shall be deemed not to have made any default in complying
with the provisions of this section relating to the time within which
such copy is required to be forwarded if the company forwards the
copy either— (a) within such further period, if any, as the Registrar, acting in his discretion, may by notice addressed to
the company specify; or
(b) within the period of twelve months next following such General Meeting, whichever be the shorter,
together with (in addition to the appropriate fee
payable under the foregoing provisions of this
section) a late filing fee of $5 for each day after the

Companies CAP. 122 39 Revision Date: 15 May 1998
LAWS OF TURKS &
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last day for making such returns or otherwise such
lesser fee as the Registrar may direct.
(Amended by Ord. 11 of 1989 and Ord. 4 of 1994)
(2) Save in the case of a company limited by shares with a
registered nominal capital of not less than $10,000 any change in
the shareholdings in the company or of the members of the
company shall be notified to the Re gistrar within thirty days of
such change and details of the new shareholdings or members or
directors or secretary whichever, shall be given with such notifica-
tion.
(3) Any change in the directors or secretary of the company
shall be notified to the Registrar within fourteen days of such
change and details of the new directors or secretary shall be given
with such notification.
40. Subject to the proviso to section 39(1), if any company
having a nominal share capital divided into shares makes default in
complying with the provisions of this Ordinance with respect to
forwarding such lists of members or summary as is hereinbefore
mentioned to the Registrar, such company shall incur a penalty of
$50 for every day during which such default continues and every
director, secretary and officer of the company who knowingly or
wilfully authorises or permits such default shall incur the like
penalty, and such default may be deemed to be reasonable cause
for the purposes of section 173.
Penalty on
company not
makin
greturns
41. A certificate, under the common seal of the company,
specifying any shares or stock held by any member of a company,
shall be prima facie evidence of the title of the member to the
shares or stock therein specified and unless endorsed in writing to
the contrary, shall be evidence that such shares or stock are fully
paid to the respective face value thereof. Certificate of
shares or stoc k
42. The register of members, commencing from the date of the
registration of the company, shall be kept at the registered office of
the company, hereinafter mentioned. Except when closed as
hereinafter provided it shall during business hours (subject to such
reasonable restrictions as the company in general meeting may
impose, so that not less than two hours in each day be appointed
for inspection) be open to the inspection of any member gratis,
and every such member may receive a copy of such register, or
any part thereof, or of such list or summary of members as is
hereinbefore provided, on payment of $2 for every hundred words
required to be copied. If such inspection or copy is refused, the
company shall incur for each refusal a penalty of $10 and a further
penalty of $10 for every day during which such refusal continues,
and every director, manager and officer of the company who
knowingly authorises or permits such refusal shall incur the like Inspection of
registe r

40 CAP. 122 Companies Revision Date: 15 May 1998
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penalty, and in addition to the above penalty, the Registrar may by
order compel an immediate inspection of the register.
43. (1) Where a company has a nominal share capital divided
into shares, whether such shares have or have not been converted
into stock, notice of any increase in such capital beyond the
registered nominal share capital, and where a company has not a
nominal share capital divided into shares, notice of any increase in
the number of members beyond the registered number, shall be
given to the Registrar, in the case of an increase of nominal share
capital within thirty days from the date of the passing of the
resolution by which such increase has been authorised; and in the
case of an increase of members, within thirty days from the time at
which such increase of members has been resolved on or has taken
place; and the Registrar shall forthwith record the amount of such
increase of capital or members.
Notice of
increase of
nominal capital
and of members
to be given to
Re
gistra r
(2) Upon the filing of notice of increase of nominal share
capital of any company the prescribed fees shall be paid to the
Registrar. (Amended by Ord. 4 of 1994)
(3) If such notice is not given within the period aforesaid,
the company in default shall incur a penalty of $50 for every day
during which such neglect to give notice continues, and every
director and secretary of the company who knowingly or wilfully
authorises or permits such default shall incur a like penalty.
44. If the name of any person is without sufficient cause entered
in or omitted from the register of members of any company or if
default is made or unnecessary delay takes place in entering on the
register the fact of any person having ceased to be a member of the
company, the person or member aggrieved or any member of the
company or the company itself may apply for an order from the
Magistrate that the register be rectified; and the Magistrate may
either refuse such application with or without costs, to be paid by
the applicant, or he may, if satisfied of the justice of the case,
make an order for the rectification of the register, and may direct
the company to pay all the costs of such application, and any
damages the party aggrieved may have sustained. The Magistrate
may in any proceeding under this section decide any question
relating to the title of any person who is a party to such proceeding
to have his name entered in or omitted from the register, whether
such question arises between two or more members or alleged
members and the company; and generally, the Magistrate may in
any such proceedings decide any question that it may be necessary
or expedient to decide for the rectification of the register:
Remedy for
improper entry
or omission of
entr
y in re giste r
Provided that the Magistrate may direct an issue to be tried
on which any question of law may be raised.

Companies CAP. 122 41 Revision Date: 15 May 1998
LAWS OF TURKS &
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45. Whenever any order has been made rectifying the register,
in the case of a company required by this Ordinance to send a list
of its members to the Registrar, the Magistrate shall by his order
direct that due notice of such rectification be given to the
Registrar. Notice to
Registrar of
rectification of
re
giste r
46. The register of members shall be prima facie evidence of
any matter by this Ordinance directed or authorised to be inserted
therein. Register to be
evidence
Liability of Members
47. In the event of a company being wound up, every present
and past member of such company shall be liable to contribute to
the assets of the company to an amount sufficient for payment of
the debts and liabilities of the company, and the costs, charges and
expenses of the winding up and for the payment of such sums as
may be required for the adjustment of the rights of the contribu-
tories amongst themselves, with the qualifications following—
Liability of
present and past
members of
com
pany
(a) a past member shall not be liable to contribute to the assets of the company if he has ceased to be a
member for a period of six months or upwards prior
to the commencement of the winding-up;
(b) a past member shall not be liable to contribute in respect of any debt or liability of the company con-
tracted after the time at which he ceased to be a
member;
(c) a past member shall not be liable to contribute to the assets of the company unless existing members
are able to satisfy the Court that they do not have
the financial resources to pay the contributions
required to be made by them in pursuance of this
Ordinance;
(d) in the case of a company limited by shares, no con- tribution shall be required from any member
exceeding the amount, if any, unpaid on the shares
in respect of which he is liable as a present or past
member except where such member or past member
holds or held shares of a class which are expressly
stated in the memorandum of association to carry
unlimited liability as provided in section 182(3);
(Amended by Ord. 4 of 1994)
(e) in the case of a company limited by guarantee, no contribution shall be required from any member
exceeding the amount of the undertaking entered
into on his behalf by the memorandum of associa-

42 CAP. 122 Companies Revision Date: 15 May 1998
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tion except where the amount of the undertaking of
such members is unlimited as provided in section
182(4);
(Amended by Ord. 4 of 1994)
(f) nothing in this Ordinance shall invalidate any provi-
sions contained in any policy of insurance or other
contract whereby the liability of individual mem-
bers upon any such policy or contract is restricted,
or whereby the funds of the company are alone
made liable in respect of such policy or contract;
and
(g) no sum due to any member of a company in his character of a member by way of dividends, profits
or otherwise shall be deemed to be a debt of the
company payable to such member in a case of
competition between himself and any other creditor
not being a member of the company, but any such
sum may be taken into account for the purposes of
the final adjustment of the rights of the contribu-
tories amongst themselves.

PART IV
M
ANAGEMENT AND ADMINISTRATION OF COMPANIES AND
ASSOCIATIONS UNDER THIS ORDINANCE
Provisions for Protection of Creditors
48. Every company shall have a registered office in a building
situate within the Islands, to which all communications and notices
may be addressed. If any company carries on business without
having such an office it shall incur a penalty of $25 for every day
during which business is so carried on.
(Amended by Ord. 11 of
1989)

Registered office
of com pany
49. (1) Every company shall give notice of the situation of its
registered office and of any change thereof to the Registrar, and
the Registrar shall make a record of such notice. Notice of
situation of
re
gistered office
(2) Every company shall cause notice of the situation of its
registered office and of any change thereof to be published in the
Gazette .
(3) A company shall be deemed not to have complied with
the provisions of this Ordinance with respect to having a registered
office if it fails to comply with the applicable requirements of
subsections (1) or (2).

Companies CAP. 122 43 Revision Date: 15 May 1998
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(4) Any member of the public shall be entitled on payment
of the prescribed fee to be informed by the Registrar of the
location of the registered office of any company registered under
this Ordinance.
(Substituted by Ord. 4 of 1994)
50. (1) Every company whether limited by shares or guarantee
or unlimited shall paint or affix, and shall keep painted or affixed,
its name, in letters easily legible, on the outside of its registered
office and of every office or place in which the business of the
company is carried on or in any corridor, passage or hallway
adjacent proximate thereto, in a conspicuous position. Publication of
name of
com
pany
(2) Every company whether limited by shares or guarantee
or unlimited shall have its name printed in legible characters in all
notices, advertisements and other official publications of such
company, and in all bills of exchange, promissory notes, endorse-
ments, cheques and orders for money or goods purporting to be
signed by or on behalf of such company, and in all bills or parcels,
invoices, receipts and letters of credit of the company.
(Substituted by Ord. 4 of 1994)
51. If any company does not paint or affix, and keep painted or
affixed, its name in manner directed by this Ordinance it shall be
liable to a penalty of $25 for not so painting or affixing its name
and for every day during which such name is not so kept painted or
affixed, and every director, secretary and officer of the company
who knowingly or wilfully authorises or permits such default shall
be liable to the like penalty; and if any director, secretary and
officer of such company or any person on its behalf uses or
authorises the use of any seal purporting to be a seal of the
company, whereon its name is not so engraved as hereinafter
mentioned or issues or authorises the issue of any notice, adver-
tisement or other official publication of such company or signs or
authorises to be signed on behalf of such company any bill of
exchange, promissory note, endorsement, cheque or order for
money or goods or issues or authorises to be issued any bill,
invoice, receipt or letter of credit of the company wherein its name
is not set out in the manner aforesaid he shall be liable to a penalty
of $200 and shall further be personally liable to the holder of any
such bill of exchange, promissory note, cheque or order for money
or goods for the amount thereof unless the same is duly paid by the
company. Penalties on non-
publication of
name
52. (1) Every limited company shall keep in writing a register
of all mortgages, debentures and charges specifically affecting
property of the company and shall enter in such register in respect
of each mortgage, debenture or charge a short description of the
property mortgaged or charged, the amount of charge created and Register of
mort gages

44 CAP. 122 Companies Revision Date: 15 May 1998
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the names of the mortgagees, debenture holders or persons entitled
to such charge.
(2) If any property of a limited company is mortgaged or
charged without such an entry as is mentioned in subsection (1)
being made, every director and secretary of the company who
knowingly or wilfully authorises or permits the omission of such
entry, shall incur a penalty of $200.
(3) The register of mortgages, debentures and charges
required by subsection (1) shall be open to inspection by any
creditor or member of the company at all reasonable times; and if
such inspection is refused, any o fficer of the company refusing the
same, and every director and secretary of the company authorising
or knowingly or wilfully permittin g such refusal, shall incur a
penalty of $50 for every day during which such refusal continues
and in addition to the above penalty, the Magistrate may by order
compel an immediate inspection of the register.
53. Every company shall keep at its registered office a register
containing the names, addresses and the occupations of its direc-
tors and secretary.
Register of
directors and
officers
54. If any company makes default in keeping a register of its
directors and secretary in compliance with the requirements of
sections 52 or 53, or in notifying to the Registrar any change that
takes place in such directors or secretary in accordance with
section 39(3) such company shall incur a penalty of $25 for every
day during which such default continues, and every director and
secretary of the company who shall knowingly or wilfully
authorise or permit such default shall incur the like penalty.
(Amended by Ord. 11 of 1989)
Penalty on
company not
keeping a
register of
directors
55. If any company carries on business in contravention of
section 4 when it is without a member for a period exceeding six
months every person who is a director, secretary or officer of such
company during the time it so carries on business shall be sever-
ally liable for the payment of the whole of the debts of the
company contracted during such time. Penalty for
carrying on
business without
a membe
r
Provisions for Protection of Members
56. Save for the first general meeting, which shall be held
within fifteen months of the date of the certificate of incorporation
of the company, a general meeting of every company shall be held
at least once in every year at the registered office of the company
or such other place as may be determined by the company in
general meeting or in the case of the first general meeting at such
place as the subscriber or subscribers determine.
General
meetin gs

Companies CAP. 122 45 Revision Date: 15 May 1998
LAWS OF TURKS &
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57. (1) Every company shall cause to be kept proper books of
accounts including day books of account with respect to— Accounts
(a) all sums of money received and expended by the
company and the matter 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.
(2) For the purpose of subsection (1) proper books of
accounts shall not be deemed to be kept with respect to the matters
aforesaid if there are not kept such books as are necessary to give a
true and fair view of the state of the company’s affairs and to
explain its transactions.
58. (1) A resolution passed by a company shall be deemed to
be special whenever a resolution has been passed by not less than
seventy-five per centum of such members of the company for the
time being entitled, according to the regulations of the company, to
vote as may be present, in person or by proxy at any general
meeting of which notice specifying the intention to propose such
resolution has been duly given.
Definition of
special
resolution
(2) At any meeting mentioned in this section, unless a poll
is demanded by a member, a declaration of the chairman that the
resolution has been carried shall be conclusive evidence of the
fact, without proof of the number or proportion of votes recorded
in favour of or against the same.
(3) Notice of any meeting shall, for the purposes of this
section, be deemed to be duly given and the meeting to be duly
held, whenever such notice is given in writing to all members and
the meeting held in manner prescribed by the regulations of the
company. (
Amended by Ord. 11 of 1989)
(4) In computing the majority under this section when a
poll is demanded, regard shall be had to the number of votes to
which each member is entitled on such a poll. A member shall
have one vote for each voting share or, if the company has no
provisions for voting shares, for each share held by him in the
company.
59. In default of any regulations as to voting every member
shall have one vote, and in default of any regulations as to sum-
moning general meetings, a meeting shall be held to be duly
summoned of which fourteen days clear notice has been served on
every member and in default of any regulations as to the persons to
summon a meeting, two members shall be competent to summon
the same; and in default of any regulations as to who is to be
Provisions where
no regulations as
to meetin
gs

46 CAP. 122 Companies Revision Date: 15 May 1998
LAWS OF TURKS &
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chairman of such meeting, it shall be competent for any person
elected by the members present to preside.
59A. (1) A requisition under this section may be made—
Requisitioning of
meetin gs
(a) in the case of a company having a capital divided
into shares of fixed amounts, by members holding
not less than fifteen per centum of the shares of the
company for the time being issued;
(b) in the case of a company having capital divided into shares of no par value, by members holding shares
of the company for the time being issued giving
rights to not less than fifteen per centum of the
dividends of the company; or
(c) in the case of a company not having capital divided into shares, by members being in number not less
than fifteen per centum of the total number of per-
sons for the time being entered on the register of the
company as members.
(2) Notwithstanding any provision of this Ordinance or
anything in the articles of the company, on the happening of one of
the following events, that is to say— (a) the failure to hold a meeting of the company as required by section 56;
(b) by default of the company or any director or officer thereof in complying with any of the provisions of
section 8(4), 30(2), 34(2), 40 or 42 or any order or
direction made under any such provision; or
(c) persons entitled to requisition under this section wishing to propose a special resolution;
a requisition may be made requiring the directors of the company
to call a general meeting for the transaction of any business
specified in such requisition.
(3) A requisition under this section shall be in writing
signed by the requisitionists and deposited at the registered office
of the company.
(4) If the directors fail to convene a meeting within twenty-
one days of the date of the deposit of a requisition under sub-
section (3) the requisitionists may themselves convene a meeting
within three months of such date in the same manner as that in
which a meeting is convened by the directors. Any expenses
reasonably incurred by the requisitionists in convening and
holding such a meeting shall be repaid by the company and an

Companies CAP. 122 47 Revision Date: 15 May 1998
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equivalent amount shall be retained by the company from remu-
neration due to the defaulting directors.
(Inserted by Ord. 11 of 1989)
60. A copy of any special resolution passed by any company
under this Ordinance shall be forwarded within thirty days to the
Registrar and shall be recorded by him. Recording of
special
resolutions
61. (1) A copy of every special resolution for the time being in
force shall be annexed to, or embodied in, every copy of the
memorandum and articles of association that may be issued after
the passing of such resolution. Copies of special
resolutions
(2) If any company makes default in complying with the
provisions of this section it shall incur a penalty of $50 for each
copy in respect of which such default is made, and every director,
secretary and officer of the company who shall knowingly or
wilfully authorise or permit such default shall incur the like
penalty.
61A. (1) Subject to any express provisions of this Ordinance, a
resolution in writing signed by all members of a company entitled
to attend and vote at a general meeting of a company shall be as
valid and effective as if passed at a general meeting of the
company.
Resolutions
assented to in
writin
g
(2) A copy of a resolution given validity and effect by
subsection (1) shall within thirty days of its making be forwarded,
together with the prescribed fee, if any, to the Registrar and shall
be recorded by him:
Provided that this subsection shall not apply to a resolution
which but for the provisions of this section would have been valid
and effective if passed as an ordinary resolution.
(Inserted by Ord. 11 of 1989)
61B. (1) Where the Attorney General decides that it is necessary
or desirable for the detection or prevention of any crime the
maximum punishment for the commission of which exceeds six
months imprisonment or a fine of $1,000, he may appoint one or
more competent inspectors to examine the affairs of any company,
including a company in voluntary liquidation, and report thereon
in such manner as he may direct. A decision of the Attorney
General under this subsection shall be final and shall not be subject
to appeal to, or review by, any court or other authority. Attorney General
may order report
on affairs of a
com
pany
(2) Upon conclusion of the examination the inspectors shall
report their opinion to the Attorney General in writing.

48 CAP. 122 Companies Revision Date: 15 May 1998
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(3) Any person who discloses the contents, or any part of
the contents of a report made under this section otherwise than—
(a) in the performance of his duties under this Ordinance or of official duties for which he is
responsible; or
(b) pursuant to an order or direction of a court,
commits an offence and is liable to a fine of $10,000 and to
imprisonment for a term of twelve months or to both such fine and
imprisonment.
(Inserted by Ord. 11 of 1989)
62. The Court may appoint one or more than one competent
inspector to examine into the affairs of any company and to report
thereon in such manner as the Court may direct— Appointment of
inspector to
report on affairs
of com
panies
(a) in the case of a company having a capital divided into shares, upon the application of members hold-
ing not less than fifteen per centum of the shares of
the company for the time being issued;
(b) in the case of a company not having a capital divided into shares, upon the application of mem-
bers being in number not less than one-fifth of the
total number of persons for the time being entered
on the register of the company as members; and
(c) in the case of any company, upon the application of the Attorney General.
(Inserted by Ord. 11 of 1989)
63. It shall be the duty of all directors, secretary, officers and
agents of the company to produce for examination by an inspector
appointed under section 61B or 62 all books, accounts and docu-
ments relating to the company, and any inspector may examine
upon oath the officers and agents of the company in relation to its
business, and may administer such oath accordingly, and any
director, secretary, officer or agent who refuses or neglects to
produce any book or document hereby directed to be produced, or
to answer any question relating to the affairs of the company, shall
be guilty of an offence and liable on summary conviction to a fine
of $450.
(Amended by Ord. 11 of 1989)
Powers of
inspectors
64. (1) Upon the conclusion of the examination the inspectors
shall report their opinion to the Court in writing. Report of
inspectors
(2) Such report shall be filed by the Registrar of the Court,
but shall not, unless the Court so directs, be open to public inspec-
tion.
(3) All expenses of and incidental to any such examination
and report shall be defrayed by the members upon whose applica-

Companies CAP. 122 49 Revision Date: 15 May 1998
LAWS OF TURKS &
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tion the inspectors were appointed, unless the Court shall direct the
same to be paid out of the assets of the company, which it is
hereby authorised to do.
65. Any company as aforesaid may, by special resolution,
appoint inspectors for the purpose of examining the affairs of such
company and inspectors so appointed shall have the same powers
and perform the same duties as inspectors appointed by the Court,
except that instead of making the report to the Court, they shall
make the same in such manner and to such persons as the company
in general meeting direct, and the directors, secretary, officers and
agents of the company shall incur the same penalties in case of any
refusal or neglect to produce any book or document hereby
required to be produced to such inspectors, or to answer any
questions, as they would have incurred if such inspectors had been
appointed by the Court.
Inspection by
resolution of the
com
pany
66. The report of any inspectors appointed under this Ordi-
nance, or any copy thereof certified and signed by the inspectors,
shall be admissible in any legal proceeding as prima facie
evidence of the opinion of the inspectors in relation to any matter
contained in such report. Inspectors’ report
admissible as
evidence
Notices
67. Any list, return, notice or information in writing or other
document required by this Ordinance to be made, given or sup-
plied to the Registrar shall be in the prescribed form and authenti-
cated by the signature of an officer of the company or, in the case
of an exempted company, the person for the time being appointed
as its resident representative under section 192.
(Amended by Ord.
11 of 1989)
Returns, etc., to
Registra r
68. Any writ, notice, order or other document required to be
served upon the company may be served by leaving the same or
sending it through the post in a prepaid letter, addressed to the
company at its registered office. Service of notice
on com pany
69. Any document to be served by post on the company shall be
posted in such time as to admit to its being delivered in the due
course of delivery within the period (if any) prescribed for the
service thereof, and in proving service of such document, it shall
be sufficient to prove that such document was properly directed,
and that it was put as a prepaid letter into a Post Office. Postal service
70. Any summons, notice, order or proceeding requiring
authentication by the company may be signed by any director,
secretary or other authorised officer of the company, and need not Authentication
of summons,
notices etc

50 CAP. 122 Companies Revision Date: 15 May 1998
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be under the common seal of the company, and may be in writing
or in print or partly in writing and partly in print.
71. Every company shall cause minutes of all resolutions and
proceedings of general meetings of the company, and of meetings
of the directors to be duly kept in writing and maintained in a
sound condition at its registered office; and any such minutes as
aforesaid, if purporting to be signed by the chairman of the
meeting at which such resolutions were passed or proceedings had,
or by the chairman of the next succeeding meeting, shall be
received as prima facie evidence in all legal proceedings; and until
the contrary is proved, every general meeting of the company, or
meeting of the directors in respect of the proceedings of which
minutes have been so made, shall be deemed to have been duly
held and convened and all resolutions passed thereat, or proceed-
ings had, to have been duly passed and had, and all appointments
of directors, secretaries, officers or liquidators shall be deemed to
be valid, and all acts done by such directors, secretaries, officers
and liquidators shall be valid, notwithstanding any defect that may
afterwards be discovered in their appointments or qualifications.
(
Amended by Ord. 11 of 1989)
Evidence of
proceedings of
meetin
gs
72. Where a company is plaintiff in any action, suit or other
legal proceedings any Judge having jurisdiction in the matter, if he
is satisfied that there is reason to believe that if the defendant is
successful in his defence the assets of the company will be insuffi-
cient to pay his costs, may require sufficient security to be given
for such costs and may stay all proceedings until such security is
given. Security for costs
in actions
brought by
com
panies
73. In any action or suit brought by the company against any
member to recover any call or other money due from such member
in his character of member, it shall not be necessary to set forth the
special matter, but it shall be sufficient to allege that the defendant
is a member of the company and is indebted to the company in
respect of a call made or other moneys due whereby a right of
action has accrued to the company. Declaration in
action against
members
Arbitration
74. Any company may from time to time by writing under its
common seal agree to refer and may refer to arbitration, in accor-
dance with the provisions of the Arbitration Ordinance, any
existing or future difference, question or other matter whatsoever
in dispute between itself and any other company or person; and the
companies which are parties to the arbitration may in accordance
with the said Ordinance delegate to the person or persons to whom
the reference is made power to settle any terms or to determine any
matter capable of being lawfully settled or determined by the
Powers of
companies to
refer matters to
arbitration
Cap. 4 7

Companies CAP. 122 51 Revision Date: 15 May 1998
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companies themselves or by the directors or other managing body
of such companies.
General Penalty
75. (1) Where a duty is imposed by this Ordinance on any
company, director, secretary or officer of any company and no
special penalty or fine has been provided for the breach of such
duty then any such company, director, secretary or officer guilty of
such breach shall be guilty of an offence and shall be liable on
summary conviction to a fine of $500 and if it is a continuing
breach to a fine of $50 for each day of such continuing breach.
General penalt y
(2) All fines recovered under this Ordinance shall be paid
into the Consolidated Fund.
Unlimited Liability of Directors
Articles of asso-
ciation may pro-
vide for un-
limited liability
of directors 76. The liability of the directors of a company may, if so pro-
vided by the articles of association, be unlimited.
77. In the event of a company being wound up the provisions of
section 47 as respects the contribution to be required from any
director whose liability is unlimited by virtue of section 76 shall
have effect subject to the following modifications—
Modification of
section 47
(a) subject to the provisions hereinafter contained, any such director, whether past or present shall, in
addition to his liability (if any), to contribute as an
ordinary member, be liable to contribute as if he
were at the date of the commencement of such
winding up a member of an unlimited company;
(b) no contribution required from any past director who has ceased to hold such office for a period of one
year or upward prior to the commencement of such
winding up, shall exceed the amount (if any) which
he is liable to contribute as an ordinary member of
the company;
(c) no contribution required from any past director in respect of any debt or liability of the company con-
tracted after the time at which he ceased to hold
such office shall exceed the amount (if any) which
he is liable to contribute as an ordinary member of
the company;
(d) subject to the provisions contained in the regula- tions of the company, no contribution required from
any director shall exceed the amount (if any) which
he is liable to contribute as an ordinary member,

52 CAP. 122 Companies Revision Date: 15 May 1998
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unless the Court thinks it necessary to require such
contribution in order to satisfy the debts and liabili-
ties of the company and the costs, charges and
expenses of the winding up.
77A . (1) In favour of a person dealing with a company in good
faith, any transaction decided upon by the directors is deemed to
be one which it is within the capacity of the company to enter into,
and the power of the directors to bind the company is deemed to be
free of any limitation under the memorandum or articles.
Power of
directors to bind
com
pany
(2) A party to a transaction so decided on is not bound to
enquire as to the capacity of the company to enter into it or as to
any such limitation on the powers of th e directors, and is presumed
to have acted in good faith unless the contrary is proved.
(Inserted by Ord. 11 of 1989)
Associations Not for Profit
78. (1) Where any association is about to be formed as a lim-
ited company, if it is proved to the satisfaction of the Registrar that
it is to be formed for the purpose of promoting commerce, art,
science, religion, charity or any other useful object, and that it is
the intention of such association to apply the profits (if any) or
other income of the association in promoting its objects, and to
prohibit the payment of any dividend to the members of the
association, the Registrar may by licence under his hand direct
such association to be registered with limited liability without the
addition of the word “limited” or the abbreviation “Ltd” to its
name, and such association may be registered accordingly, and
upon registration shall enjoy all the privileges and be subject to all
the obligations by this Ordinance imposed on companies, except
that none of the provisions of this Ordinance that require a com-
pany to use the word “limited” or the abbreviation “Ltd” as any
part of its name, or to publish its name, or to send a list of its
members, directors or secretary to the Registrar, shall apply to an
association so registered.
(Amended by Ord. 11 of 1989)
Circumstances in
which the
Registrar may
licence a
company to be
registered
without
“limited” in its
name
(2) The licence aforesaid may be granted upon such
conditions and subject to such regulations as the Registrar may
think fit to impose, and such conditions and regulations shall be
binding on the association, and shall be inserted or endorsed on the
memorandum and articles of association.
Contracts
79. (1) Every company registered under the provisions of this
Ordinance shall have a common seal upon which its name is
engraved in legible letters.
Common seal
and how
contracts may be
made

Companies CAP. 122 53 Revision Date: 15 May 1998
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(2) Contracts on behalf of any company may be made as
follows—
(a) any contract which, if made between private per-sons, would be by law required to be in writing,
and, if made according to English law, to be under
seal, may be made on behalf of the company in
writing under the common seal of the company;
(b) any contract which, if made between private per- sons, would be by law required to be in writing and
signed by the parties to be charged therewith may
be made on behalf of the company in writing,
signed by any person acting under the express or
implied authority of the company;
(c) any contract which, if made between private per- sons, would by law be valid although made by parol
only and not reduced into writing may be made by
parol on behalf of the company by any person
acting under the express or implied authority of the
company.
(3) Any contract made according to this section may be
varied or discharged in the same manner in which it is authorised
by this section to be made.
(4) All contracts made according to this section shall be
effectual in law and shall be binding upon the company and its
successors and all other parties thereto, their heirs, executors, or
administrators, as the case may be.
(5) Where a contract purports to be made by a company, or
by a person as agent for a company, at a time when the company
has not been formed, then subject to any agreement to the contrary
the contract has effect as one entered into by the person purporting
to act for the company or as agent for it, and he is personally liable
on the contract accordingly.
(Inserted by Ord. 11 of 1989)
80. A bill of exchange or promissory note shall be deemed to
have been made, accepted or endorsed on behalf of a company if
made, accepted or endorsed in the name of, or by or on behalf or
on account of, the company by any person acting under its
authority. Bills of exchange
and promissory
notes
81. (1) A company may by writing under its common seal
empower any person either generally or in respect of any special
matters as its attorney to execute deeds on its behalf. Execution of
deeds abroad
(2) A deed signed by such an attorney on behalf of the
company and under his seal shall bind the company and have the
same effect as if it were made under its common seal.

54 CAP. 122 Companies Revision Date: 15 May 1998
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82. (1) A company whose objects require or comprise the
transaction of business outside the Is lands may, if authorised by its
articles, have for use in any territory, district or place not situate in
the Islands, an official seal, which shall be a facsimile of the
common seal of the company. Power for
company to have
official seal for
use abroad
(2) A deed or other document to which an official seal is
duly affixed shall bind the company as if it had been sealed with
the common seal of the company.
(3) A company having an official seal for use in any such
territory, district or place may by writing under its common seal
authorise any person appointed for the purpose in that territory,
district or place to affix the official seal to any deed or other
document to which the company is party in the territory, district or
place.
(4) The authority of any such agent shall, as between the
company and any person dealing with the agent, continue during
the period (if any) specified in the instrument conferring the
authority, or if no period is so specified, then until notice of the
revocation or determination of the agent’s authority has been given
to such person.
(5) The person affixing any such official seal shall by
writing under his hand certify on the deed or other instrument to
which the seal is affixed the date on which and the place at which
it is affixed.
83. A document or proceeding requiring authentication by a
company may be signed by a director, secretary or other authorised
officer of the company and need not be under its common seal.
Authentication
of documents
Arrangements and Reconstructions
84. (1) Where a compromise or arrangement is proposed
between a company and its creditors or any class of them, or
between the company and its members or any class of them, then
the Court may, on the application of the company or of any
creditor or member of the company, or, where a company is being
wound up, of the liquidator, order a meeting of the creditors or
class of creditors, or of the members of the company or class of
members, as the case may be, summoned in such manner as the
Court directs.
Power to
compromise with
creditors and
members
(2) If a majority in number representing seventy-five per
centum in value of the creditors or class of creditors, or members
or class of members as the case may be, present and voting either
in person or by proxy at the meeting, agree to any compromise or
arrangement, the compromise or arrangement shall, if sanctioned
by the Court, be binding on all creditors or the class of creditors, or

Companies CAP. 122 55 Revision Date: 15 May 1998
LAWS OF TURKS &
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on the members or class of members, as the case may be, and also
on the company or where a company is in the course of being
wound up, on the liquidator and contributories of the company.
(3) An order made under subsection (2) shall have no effect
until a copy of the order has been delivered to the Registrar for
registration, and a copy of every such order shall be annexed to
every copy of the memorandum of association of the company
issued after the order has been made, or, in the case of a company
not having a memorandum, of every copy so issued of the instru-
ment constituting or defining the constitution of the company.
(4) If a company makes a default in complying with
subsection (3), the company and every director, secretary and
officer of the company who is in default shall be guilty of an
offence and liable on summary conviction to a fine of $25 for each
copy in respect of which default is made.
(5) In this section the expression “company” means any
company liable to be wound up under this Ordinance and the
expression “arrangement” includes a reorganization of the share
capital of the company by the consolidation of shares of different
classes or by the division of shares into shares of different classes
or by both these methods.
85. (1) Where an application is made to the Court under section
84 for the sanctioning of a compromise or arrangement proposed
between a company and any such persons as are specified in that
section, and it is shown to the Court that the compromise or
arrangement has been proposed for the purpose of or in connection
with a scheme for the reconstruction of any company or companies
or the amalgamation of any two or more companies, and that under
the scheme the whole or any part of the undertaking or the
property of any company concerned in the scheme (in this section
referred to as “a transferor company”) is to be transferred to
another company (in this section referred to as “the transferee
company”), the Court may, either by the order sanctioning the
compromise or arrangement or by any subsequent order, make
provision for all or any of the following matters—
Provisions for
facilitating
reconstruction
and
amalgamation of
com
panies
(a) the transfer to the transferee company of the whole
or any part of the undertaking and of the property or
liabilities of any transferor company;
(b) the allotting or appropriation by the transferee com- pany of any shares, debentures, policies or other
like interests in that company which under the
compromise or arrangement are to be allotted or
appropriated by that company to or for any person;

56 CAP. 122 Companies Revision Date: 15 May 1998
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(c) the continuation by or against the transferee com-
pany of any legal proceedings pending by or against
any transferor company;
(d) the dissolution, without winding up, of any trans- feror company;
(e) the provision to be made for any person who, within such time and in such manner as the Court directs,
dissents from the compromise or arrangement; and
(f) such incidental, consequential and supplemental matters as are necessary to secure that the recon-
struction or amalgamation is fully and effectively
carried out.
(2) Where an order under this section provides for the
transfer of property or liabilities, that property shall, by virtue of
the order, be transferred to and vest in, and those liabilities shall,
by virtue of the order, be transferred to and become the liabilities
of, the transferee company, and any such property shall, if the
order so directs, be freed from any charge which is by virtue of the
compromise or arrangement to cease to have effect.
(3) Where an order is made under this section, every
company in relation to which the order is made shall cause a copy
thereof to be delivered to the Registrar for registration within
seven days after the making of the order, and if default is made in
complying with this subsection, the company and every director,
secretary and officer of the company who is in default shall be
liable to a default fine.
(4) In this section the expression “property” includes
property, rights and powers of every description, and the
expression “liabilities” includes duties.
86. (1) Where a scheme or contract involving the transfer of
shares or any class of shares in a company (in this section referred
to as “the transferor company”) to another company, whether a
company within the meaning of this Ordinance or not (in this
section referred to as “the transferee company”) has, within four
months after the making of the offer in that behalf by the
transferee company, been approved by the holders of not less than
ninety per centum in value of the shares affected, the transferee
company may at any time within two months after the expiration
of the said four months give notice in the prescribed manner to any
dissenting shareholder that it desires to acquire his shares, and
where such a notice is given the transferee company shall, unless,
on an application made by the dissenting shareholder within one
month from the date on which the notice was given, the Court
thinks fit to order otherwise, be entitled and bound to acquire those
shares on the terms on which under the scheme or contract the
Power to acquire
shares of
dissentient
shareholders

Companies CAP. 122 57 Revision Date: 15 May 1998
LAWS OF TURKS &
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shares of the approving shareholders are to be transferred to the
transferee company.
(2) Where a notice has been given by the transferee
company under this section and the Court has not, on an
application made by the dissenting shareholder, ordered to the
contrary, the transferee company shall on the expiration of one
month from the date on which the notice has been given, or, if an
application to the Court by the dissenting shareholder is then
pending, after that application has been disposed of, transmit a
copy of the notice to the transferor company and pay or transfer to
the transferor company the amount or other consideration
representing the price payable by the transferee company for the
shares which by virtue of this section that company is entitled to
acquire, and the transferor company shall thereupon register the
transferee company as the holder of those shares.
(3) Any sums received by the transferor company under
this section shall be paid into a separate bank account, and any
such sums and any other consideration so received shall be held by
that company on trust for the several persons entitled to the shares
in respect of which the said sums or other consideration were
respectively received.
(4) In this section the expression “dissenting shareholder”
includes a shareholder who has not assented to the scheme or
contract and any shareholder who has failed or refused to transfer
his shares to the transferee company in accordance with the
scheme or contract.

PART V
W
INDING UP OF COMPANIES UNDER THIS ORDINANCE
Preliminary
87. The term “contributory” means every person liable to
contribute to the assets of a company in the event of the same
being wound up under this Ordinance; and for the purpose of any
proceedings for determining the persons who are to be deemed
contributories, and of any proceedings prior to the final
determination of such persons, includes any person alleged to be a
contributory.
“Contributory”
define d
88. The liability of any person to contribute to the assets of a
company in the event of its being wound up shall be taken to
create a debt accruing due from such person at the time when his
liability commenced, but payable at the time or respective times
when calls are made as hereinafter provided for enforcing such Nature of
liability of
contributor
y

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liability; and it shall be lawful in case of bankruptcy of any
contributory to prove against his estate the estimated value of his
liability to future calls, as well as calls already made.
89. If any contributory dies either before or after he has been
placed on the list of contributories hereinafter mentioned, his
personal representatives, heirs and devisees shall be liable in due
course of administration to contribute to the assets of the company
in discharge of his liability, and shall be contributories
accordingly.
Death of
contributor y
90. If any contributory becomes bankrupt, either before or after
he has been placed on the list of contributories, his assigns shall be
deemed to represent such bankrupt for all the purposes of winding
up, and shall be deemed to be contributories accordingly, and may
be called upon to admit to proof against the estate of such
bankrupt, or otherwise to allow to be paid out of his assets in due
course of law, all moneys due from such bankrupt in respect of his
liability to contribute to the assets of the company being wound
up. Bankruptcy of
contributor y
91. Repealed by Ord. 11 of 1989. Repealed
Winding up by Court
92. A company may be wound up by the Court if—
Circumstances in
which company
may be wound
u
p by Cour t (a) the company has passed a special resolution requiring the company to be wound up by the
Court; or
(b) the company does not commence its business within a year from its incorporation or suspends its busi-
ness, or does not carry on business for a period of
six consecutive months; or
(c) there is no member of the company; or
(d) the company is unable to pay its debts; or
(e) the Court is of the opinion that it is just and equi- table that the company should be wound up; or
(f) the company, being a financial institution licensed under the Banking Ordinance or under any
enactment repealing or replacing that Ordinance,
has had its licence to carry on banking business
revoked.

Cap. 118

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93. A company shall be deemed to be unable to pay its debts
if— Company, when
deemed unable
to pay its debts

(a) a creditor by assignment or otherwise to whom the
company is indebted at law or in equity in a sum
exceeding $500 then due, has served on the com-
pany by serving or having served at its registered
office a demand under his hand requiring the com-
pany to pay the sum so due, and the company has
for the space of three weeks succeeding the service
of such demand neglected to pay such sum or to
secure or compound for the same to the reasonable
satisfaction of the creditor; or

(b) execution or other process issued on a judgement, decree or order obtained in the Court in favour of
any creditor at law or in equity in any proceedings
instituted by such creditor against the company, is
returned unsatisfied in whole or in part; or
(c) it is proved to the satisfaction of the Court that the company is unable to pay its debts as they fall due
in the ordinary course of business.
(Amended by
Ord. 11 of 1989)

94. Any application to the Court for the winding up of a
company shall be by petition which may be presented by the
Attorney General, the company, or by any one or more than one
creditor or contributory of the company, or by all or any of the
above parties, together or separately; and every order which may
be made on any such petition shall operate in favour of all
creditors and all the contributories of the company in the same
manner as if it had been made upon the joint petition of a creditor
and a contributory:
Application for
winding up to be
made b
y petition
Provided that in the case of a company to which the
provisions of paragraph (f) of section 92 apply, if no application
for winding up has been made to the Court under the provisions of
this section by the company or a creditor or contributory, the
Attorney General shall apply to the Court under this section for the
winding up of the company.
(Amended by Ord. 11 of 1989)
95. The Judge may do in chambers any act which the Court is
hereby authorised to do. Sitting in
chambers
96. A winding up of a company by the Court shall be deemed to
commence at the time of presentation of the petition for the
winding up. Commencement
of windin g up

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97. The Court may at any time after the presentation of a
petition for winding up a company under this Ordinance and
before making an order for winding up the company, upon the
application of the company, or any creditor or contributory of the
company, or the Attorney General in a case in which he has made
the application for the winding up of the company, restrain further
proceedings in any action, suit or proceeding against the company
upon such terms as the Court thinks fit; and the Court may also at
any time after the presentation of such petition and before the first
appointment of liquidators, appoint provisionally an official
liquidator of the estate and effects of the company. Court may grant
injunction
98. Upon hearing the petition the Court may dismiss the same
with or without costs, may adjourn the hearing conditionally or
unconditionally and may make any interim order or any other
order that it thinks just, and any such order shall be published in
the Gazette . Powers of Court
on hearing
petition
99. When an order has been made for winding up of a company
no suit, action or other proceedings shall be proceeded with or
commenced against the company except with the leave of the
Court and subject to such terms as the Court may impose. Stay of
proceedings after
order for
windin
g up
100. When an order has been made for winding up of a company
a copy of such order shall forthwith be forwarded by the company
to the Registrar, who shall make a minute thereof in his books
relating to the company. Copy of order to
be forwarded to
Re
gistra r
101. The Court may at any time after an order has been made for
winding up of a company, upon the application by motion of any
creditor or contributory of the company, and upon proof to the
satisfaction of the Court that all proceedings in relation to such
winding up ought to be stayed, make an order staying the same
either altogether or for a limited time, on such terms and subject to
such conditions as it thinks fit and any such order shall be
published in the Gazette. Power of Court
to stay any
proceedin gs
102. When an order has been made for winding up a company
limited by guarantee and having a capital divided into shares any
share capital that may not have been called up shall be deemed to
be assets of the company and to be a debt due to the company from
each member 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. Effect of order
on share capital
of company
limited by
guarantee
103. The Court may, as to all matters relating to the winding up,
have regard to the wishes of the creditors or contributories, as
proved to it by any sufficient evidence, and may, if it thinks it
expedient, direct meetings of the creditors or contributories to be
summoned, held and conducted in such manner as the Court Court may have
regard to wishes
of creditors or
contributories

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directs for the purposes of ascertaining their wishes and may
appoint a person to act as chairman of any such meeting, and to
report to the Court the result of such meeting and regard shall be
had, as respects creditors, to the value of the debts due to each
creditor, and as respects contributories, to the number of votes
conferred on each contributory by the regulations of the company.
Official Liquidators
104. For the purpose of conducting the proceedings in winding
up a company and assisting the Court therein, there may be
appointed one or more than one person to be called an official
liquidator or official liquidators; and the Court may appoint to
such office such person or persons, either provisionally or
otherwise, as it thinks fit, and if more persons than one are
appointed to such office, the Court shall declare whether any act
hereby required or authorised to be done by the official liquidator
is to be done by all or any one or more of such persons. The Court
may also determine whether any and what security is to be given
by any official liquidator on his appointment; if no official
liquidator is appointed, or during any vacancy in such office, all
the property of the company shall be in the custody of the Court.
Appointment of
official
li
quidators
105. (1) An official liquidator may resign or be removed by the
Court on due cause shown; and any vacancy in the office of an
official liquidator appointed by the Court shall be filled by the
Court. Resignation,
removals, filling
of vacancies and
com
pensation
(2) There shall be paid to the official liquidator such salary
or remuneration, by the way of percentage or otherwise, as the
Court may direct; and if more liquidators than one are appointed
such remuneration shall be distributed amongst them in such
proportions as the Court directs.
106. An official liquidator shall be described by the style of
official liquidator of the particular company in respect of which he
is appointed, and not by his individual name; he shall take into his
custody or under his control all property, effects and choses in
action to which the company is or appears to be entitled and shall
perform such duties in reference to the winding up of the company
as may be imposed by the Court.
Style and duties
of official
li
quidato r
107. An official liquidator shall have power, with the sanction of
the Court— Powers of
official
li
quidato r
(a) to bring or defend any action, suit, prosecution or other legal proceedings, whether civil or criminal,
in the name and on behalf of the company;

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(b) to carry on the business of the company so far as
may be necessary for the beneficial winding up
thereof;
(c) to sell the real and personal property, effects and choses in action of the company by public auction
or private contract, with power to transfer the whole
thereof to any person or company, or to sell the
same in parcels;
(d) to do all acts and to execute, in the name and on behalf of the company, all deeds, receipts and other
documents; and for that purpose to use, when
necessary, the company’s seal;
(e) to prove, rank, claim and draw a dividend in the matter of the bankruptcy or insolvency of any con-
tributory for any balance against the estate of such
contributory, and to take and receive dividends in
respect of such balance, in the matter of bankruptcy
or insolvency, as a separate debt due from such
bankrupt or insolvent, and rateably with the other
separate creditors;
(f) to draw, accept, make and endorse any bill of exchange or promissory note in the name and on
behalf of the company, and from time to time raise
upon the security of the assets of the company any
requisite sum or sums of money; and the drawing,
accepting, making or endorsing of every such bill
of exchange or promissory note as aforesaid on
behalf of the company shall have the same effect
with respect to the liability of such company as if
such bill or note had been drawn, accepted, made or
endorsed by or on behalf of the company in the
course of the carrying on of the business thereof;
(g) to take out in his official name letters of admini- stration to any deceased contributory, and to do in
his official name any other act necessary for obtain-
ing payment of any moneys due from a contributory
or from his estate which cannot be conveniently
done in the name of the company; and in any such
case any moneys due shall, for the purpose of
enabling him to take such letters or recover such
moneys, be deemed to be due to the official liqui-
dator himself; and
(h) to do and execute all such other things as may be necessary for winding up the affairs of the company
and distributing its assets.

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108. The Court may by any order provide that the official
liquidator may exercise any of the powers mentioned in section
107 without the sanction or intervention of the Court, and where
an official liquidator is provisionally appointed may limit and
restrict his powers by the order appointing him. Discretion of
official
li
quidato r
109. The official liquidator may with the sanction of the Court
appoint an attorney to assist him in the performance of his duties. Appointment of
attorney to be
official
li
quidato r
Ordinary Powers of Court
110. As soon as may be after making an order for winding up the
company, the Court shall settle a list of contributories and may
rectify the register of members in all cases where such rectification
is required in pursuance of this Ordinance and shall cause the
assets of the company to be collected and applied in discharge of
its liabilities.
Collection and
application of
assets
111. In settling the list of contributories the Court shall
distinguish between persons who are contributories in their own
right and persons who are contributories as being representatives
of or being liable for the debts of others; it shall not be necessary,
where the personal representative of any deceased contributory is
placed on the list, to add the heirs or devisees of such contributory,
nevertheless such heirs or devisees may be added as and when the
Court thinks fit. Provisions as to
representative
contributories
112. The Court may at any time after making an order for
winding up of a company require any contributory for the time
being on the list of contributorie s, and any trustee, receiver,
banker, agent, director, secretary or officer of the company to pay,
deliver, convey, surrender or transfer forthwith, or within such
time as the Court directs, to or into the hands of the official
liquidator, any sum or balance and any books, papers, estate or
effects in his hands to which the company is prima facie entitled. Power to require
delivery of
property
113. (1) The Court may at any time after making an order for
winding up the company make an order on any contributory for the
time being on the list of contributories, to pay in manner directed
by the order, any moneys due from him or from the estate of the
person whom he represents, to the company, exclusive of any
moneys payable by him or the estate by virtue of any calls made or
to be made by the Court in pursuance of this Part. Power to order
payment of debts
by contributor y
(2) The Court may, in making such an order when the
company is not limited, allow to the contributory by way of set-off
any moneys due to him or the estate which he represents from the
company on any independent dealing or contract with the

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company, but not any moneys due to him as a member of the
company in respect of any dividend or profit.
(3) When all the creditors of any company whether limited
or unlimited are paid in full, any moneys due on any account
whatever to any contributory from the company may be allowed to
him by way of set-off against any subsequent call.
114. The Court may at any time after making an order for
winding up of a company and either before or after it has
ascertained the sufficiency of the assets of the company, make
calls on and order payment thereof by all or any of the contributo-
ries for the time being on the list of contributories to the extent of
their liability, for payment of all or any sum it thinks necessary to
satisfy the debts and liabilities of the company, and the costs,
charges and expenses of winding it up, and for the adjustment of
the rights of the contributories amongst themselves, and it may, in
making a call, take into consideration the probability that some of
the contributories upon whom the call is made may partly or
wholly fail to pay their respective portions of the same.
Power to make
calls
115. The Court may order any contributory, purchaser or other
person from whom money is due to the company to pay the same
into a bank to the account of the official liquidator, and such order
may be enforced in the same manner as if it had directed payment
to the official liquidator. Power to order
payment into
bank
116. All moneys, bills, notes and other securities paid and
delivered into a bank in the event of a company being wound up
by the Court, shall be subject to such order and regulation for the
keeping of the account of such moneys and other effects, and for
the payment and delivery in or investment and payment and
delivery out of the same as the Court may direct. Regulation of
accoun t
117. If any person made a contributory as personal representative
of a deceased contributory makes default in paying any sum
ordered to be paid by him, proceedings may be taken for
administering either or both the personal and real estate of such
deceased contributory, and of compelling payments thereout of the
moneys due. Default by
representative
contributor
y
118. Any order made by the Court in pursuance of this
Ordinance upon any contributory shall, subject to any right of
appeal, be conclusive evidence that the moneys, if any, thereby
appearing to be due, and all other pertinent matters stated in such
order are to be truly stated as against all persons, and in all
proceedings whatsoever, with the exception of proceedings taken
against the real estate of any deceased contributory, in which case
such order shall be only prima facie evidence for the purpose of Order to be
conclusive
evidence

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charging his real estate, unless his heirs or devisees were on the list
of contributories at the time of the making of the order.
119. The Court may fix a certain day or certain days on or within
which creditors of the company are to prove their debts or claims,
or to be excluded from the benefit of any distribution made before
such debts are proved.
Power to exclude
creditors not
proving within
time fixed
120. The Court shall adjust the rights of the contributories
amongst themselves and distribute any surplus that may remain
amongst parties entitled thereto. Court to adjust
rights of
contributories
121. The Court may, in the event of the assets being insufficient
to satisfy the liabilities, make an order as to the payment out of the
estate of the company of the costs, charges and expenses incurred
in winding up any company in such order of priority as the Court
thinks just. Orders as to
costs
122. When the affairs of the company have been completely
wound up, the Court shall make an order that the company be
dissolved from the date of such order, and the company shall be
dissolved accordingly. Dissolution of
com pany
123. Any order made under section 122 shall be reported by the
official liquidator to the Registrar, who shall make a minute
accordingly in his books of the dissolution of such company. Registrar to
record
dissolution
124. If the official liquidator makes default in reporting to the
Registrar, in the case of a company being wound up by the Court,
the order that the company be dissolved, he shall be liable on
summary conviction to a penalty of $25 for every day on which he
is so in default. Penalty for not
reporting
dissolution of
com
pany
Extraordinary Powers of Court
125. (1) The Court may, after it has made an order for winding
up the company, summon before it any director, secretary and
officer of the company or person known or suspected to have in
his possession any of the estate or effects of the company, or
supposed to be indebted to the company, or any person whom the
Court may think capable of giving information concerning the
trade, dealings, estate or effects of the company; and the Court
may require any such director, secretary, officer or person to
produce any books, papers, deeds, writings or other documents in
his custody or power relating to the company.
Powers of Court
to summon
persons
suspected of
having property
of com
pany
(2) If any person so summoned fails to attend, after being
tendered a reasonable sum for his expenses to come before the

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Court at the time appointed, not having a lawful impediment
(made known to the Court at the time of its sitting, and allowed by
it), the Court may cause such person to be apprehended and
brought before the Court for examination; nevertheless, where any
person claims any lien on papers, deeds, writings or documents
produced by him, such production shall be without prejudice to
such lien, and the Court shall have jurisdiction in the winding up to
determine all questions relating to such lien.
126. The Court may examine upon oath, either orally or upon
written interrogatories, any person appearing or brought before it
in manner aforesaid concerning the affairs, dealings, estate or
effects of the company, and may reduce into writing the answers
of every person, and require him to subscribe the same.
Examination of parties b y Court
127. The Court may, at any time before or after it has made an
order for winding up a company, upon proof being given that there
is probable cause for believing that any contributory to such
company is about to quit the Islands or otherwise abscond, or to
remove or conceal any of his goods or chattels, for the purpose of
evading payment of calls, or avoiding examination in respect of
the affairs of the company, cause such contributory to be arrested,
and his books, papers, moneys, securities for moneys, goods and
chattels to be seized, and him and them to be kept safely in such
manner and until such time as the Court may order. Power to arrest
contributory in
certain cases
128. Any powers conferred on the Court by this Ordinance shall
be deemed to be in addition to and not in restriction of any other
powers subsisting either at law or in equity of instituting
proceedings against any contributory or the estate of any
contributory or against any debtor of the company for the recovery
of any call or sums due from such contributory or debtor or his
estate, and such proceedings may be instituted accordingly. Powers of Court
cumulative
Enforcement of Orders
129. (1) All orders made by the Court under this Ordinance may
be enforced in the same manner in which orders of such Court
made in any suit pending therein may be enforced.
Power to enforce
orders
(2) Appeals from any order or decision made or given in
the matter of a winding up of a company before the Judge may be
made to the Court of Appeal in the same manner, and subject to
the same rules and conditions as an appeal from any order or
decision of the Court.

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Voluntary Winding Up of Company
130. A company may be wound up voluntarily—
Circumstances in
which company
may be wound
u
p voluntaril y (a) when the period, if any, fixed for the duration of the
company by the articles of association expires, or
the event, if any, occurs, upon the occurrence of
which it is provided, by the articles of association
that the company is to be dissolved, and the com-
pany in general meeting has passed a resolution
requiring the company to be wound up voluntarily;
or
(b) if the company has passed a special resolution requiring the company to be wound up voluntarily.
131. A voluntary winding up shall be deemed to commence at
the time of the passing of the resolution authorising such winding
up.
Commencement
of voluntary
windin
g up
132. When a company is wound up voluntarily the company
shall, from the date of the commencement of such winding up,
cease to carry on its business, except in so far as may be required
for the beneficial winding up thereof, and all transfers of shares
except transfers made to or with the sanction of the liquidator or
any alteration in the status of the members of the company taking
place after the commencement of such winding up shall be void,
but its corporate state and all its corporate powers shall (whether
otherwise provided by its regulations or not) continue until the
affairs of the company are wound up. Effect of
voluntary
winding up on
status of
com
pany
133. Notice of any special resolution passed for winding up a
company shall be published in the Gazette.
(Amended by Ord. 11 of
1989)
Notice of
resolution to
wind up
voluntaril
y
134. The following consequences shall ensue upon the voluntary
winding up of a company— Consequences of
voluntary
windin
g up
(a) the property of the company shall be applied to satisfaction of its liabilities pari passu, and subject
thereto, shall, unless it be otherwise provided by the
regulations of the company, be distributed amongst
the members according to their rights and interests
in the company;
(b) a liquidator or liquidators shall be appointed for the purpose of winding up the affairs of the company
and distributing the property;
(c) the company in general meeting shall appoint such person or persons as it thinks fit to be liquidator or

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liquidators and may fix the remuneration to be paid
to him or them;
(d) if one liquidator only is appointed, all the provisions shall apply to him;
(e) upon the appointment of liquidators all the powers of the directors and secretary shall cease, except in
so far as the company in general meeting or the
liquidators may sanction the continuance of such
powers;
(f) when several liquidators are appointed, every power hereby given may be exercised by such one or more
of them as may be determined at the time of their
appointment or in default of such determination by
any number not less than two;
(g) the liquidators may without the sanction of the Court exercise any powers conferred by this Ordi-
nance on the official liquidators;
(h) the liquidators may exercise the powers here- inbefore given to the Court of settling the list of
contributories of the company, and any list so
settled shall be prima facie evidence of the liability
of the persons named therein to be contributories;
(i) the liquidators may, at any time after the passing of the resolution for winding up the company, and
before they have ascertained the sufficiency of the
assets of the company, call on all or any of the con-
tributories for the time being on the list of con-
tributories to the extent of their liability to pay all or
any sums that the liquidators think necessary to
satisfy the debts and liabilities of the company and
the costs, charges and expenses of winding it up,
and for the adjustment of the rights of the con-
tributories amongst themselves, and the liquidators
may in making a call take into consideration the
probability that some of the contributories upon
whom the same is made may partly or wholly fail to
pay their respective portions thereof;
(j) the liquidators shall pay the debts of the company and shall adjust the rights of the contributories
amongst themselves.
135. 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 upon shall be deemed to be
assets of the company, and to be a debt due from each member to
the company to the extent of any sums that may be unpaid on any
Effect of
winding up on
share capital of
company limited
by guarantee

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shares held by him, and payable at such time as may be appointed
by the liquidators.
136. A company about to be or in the course of being wound up
voluntarily may by a special resolution delegate to its creditors, or
to any committee of its creditors, the power of appointing
liquidators or any of them and of filling any vacancies among the
liquidators, or may by a like resolution enter into any arrangements
with respect to the powers to be exercised by the liquidators and
the manner in which they are to be exercised; and any act done
shall have the same effect as if it had been done by the company.
(Amended by Ord. 11 of 1989)
Power of
company to
delegate
authority to
appoint
li
quidators
137. Any arrangement entered into between a company about to
be wound up voluntarily and its creditors shall, subject to the right
of appeal under section 138, be binding on the company if
sanctioned by a special resolution, and on the creditors if acceded
to by seventy-five per centum in number and value of creditors.
(Amended by Ord. 11 of 1989)
Arrangement
when binding on
credito
rs
138. Any creditor or contributory of a company that has in
manner aforesaid entered into any arrangement with its creditors
may, within three weeks from the date of the completion of such
arrangement, appeal to the Court against such arrangement, and
the Court may thereupon amend, vary or confirm the arrangement
as it thinks just. Right of creditor
or contributory
to a
ppeal
139. Where a company is being wound up voluntarily the
liquidators or any contributory of the company may apply to the
Court to determine any question arising in the matter of such
winding up, or to exercise, in respect of the enforcement of calls or
of any other matter, all or any of the powers which the Court might
exercise if the company were being wound up by the Court; and
the Court, if satisfied that the determination of such questions or
the required exercise of power will be just and beneficial, may
accede, wholly or partially, to such application, on such terms and
subject to such conditions as the Court thinks fit, or may make
such other order or decree on such application as the Court thinks
just. Liquidators or
contributories in
voluntary
winding up may
a
pply to Cour t
140. Where a company is being wound up voluntarily the
liquidators may, from time to time during the continuance of such
winding up, summon general meetings of the company for the
purpose of obtaining the sanction of the company by special
resolution, or for any other purposes they think fit; and in the event
of the winding up continuing for more than one year, the
liquidators shall summon a general meeting of the company at the
end of the first year and of each succeeding year from the
commencement of the winding up, or as soon thereafter as may be Liquidators may
call general
meetin
gs

70 CAP. 122 Companies Revision Date: 15 May 1998
LAWS OF TURKS &
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convenient, and shall lay before such meeting an account showing
their acts and the manner in which the winding up has been
conducted during the preceding year.
(Amended by Ord. 11 of 1989)
141. If any vacancy occurs in the office of liquidators appointed
by the company, by death, resignation or otherwise, the company
in general meeting may, subject to any arrangement with its
creditors, fill such vacancy, and a general meeting for the purpose
of filling such vacancy may be convened by the continuing
liquidators, if any, or by any contributory of the company, and
shall be deemed to have been duly held if held in manner
prescribed by the regulations of the company, or in such other
manner as may, on application by the continuing liquidator, if any,
or by any contributory of the company, be determined by the
Court. Vacancy among
liquidators
142. If from any cause whatever there is no liquidator acting in
the case of a voluntary winding up, the Court may, on the
application of a contributory appoint a liquidator or liquidators;
and the Court may on due cause shown remove any liquidators and
appoint another liquidator to act in the matter of a voluntary
winding up. Power to appoint
liquidators
143. As soon as the affairs of the company are fully wound up,
the liquidators shall make up an account showing the manner in
which such winding up has been conducted, and the property of
the company disposed of; and thereupon they shall call a general
meeting of the company for the purpose of having the account laid
before them and hearing any explanation that may be given by the
liquidator; and the meeting shall be called by notice published in
the Gazette or otherwise as the Registrar may direct, specifying the
time, place and object of such meeting; and such advertisement
shall be published in the Gazette one month at least before the
meeting. Liquidators’
account on
conclusion of
windin
g up
144. The liquidators shall make a return to the Registrar of such
meeting having been held and of the date at which the same was
held, and on the expiration of three months from the date of the
registration of such return the company shall be deemed to be
dissolved; and if the liquidators make default in making such
return to the Registrar they shall be guilty of an offence and liable
on summary conviction to a fine of $50 for every day during
which such default continues. Liquidators to
report meeting to
Re
gistra r
145. All costs, charges and expenses properly incurred in the
voluntary winding up of a company including the remuneration of
the liquidators, shall be payable out of the assets of the company in
priority to all other claims. Costs of
voluntary
li
quidation

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LAWS OF TURKS &
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146. The voluntary winding up of a company shall not be a bar
to the right of any creditor of such company to have the same
wound up in Court, if the Court is of the opinion that the rights of
such creditors will be prejudiced by a voluntary winding up. Saving of rights
of creditors
147. Where a company is in the course of being wound up
voluntarily, and proceedings are taken for the purpose of having
the same wound up by the Court the Court may, if it thinks fit,
notwithstanding that it makes an order directing the company to be
wound up by the Court, provide in such order or in any other order
for the adoption of all or any of the proceedings taken in the course
of the voluntary winding up. Power to adopt
proceedings of
voluntary
windin
g up
Winding up Subject to the Supervision of the Court
148. When a resolution has been passed by a company to wind
up voluntarily, the Court may make an order directing that the
voluntary winding up should continue, but subject to such
supervision of the Court, and w ith such liberty for creditors,
contributories or others to apply to the Court, and generally upon
such terms and subject to such conditions as the Court thinks just.
Power to direct
voluntary
winding up to be
subject to
su
pervision
149. A petition praying wholly or in part that a voluntary
winding up should continue but subject to the supervision of the
Court (which winding up is hereinafter referred to as a winding up
subject to the supervision of the Court) shall, for the purpose of
giving jurisdiction to the Court over suits and actions, be deemed
to be a petition for winding up the company by the Court. Petition for
winding up
subject to
su
pervision
150. The Court, in determining whether a company is to be
wound up altogether by the Court or subject to the supervision of
the Court, in the appointment of any liquidator, and in all other
matters relating to the winding up subject to supervision, may have
regard to the wishes of such of the creditors or contributories as
proved to it by any sufficient evidence, and may direct meetings of
the creditors or contributories to be summoned, held and regulated
in such manner as the Court directs, for the purpose of ascertaining
their wishes, and may appoint a person to act as Chairman of any
such meeting and to report the result of such meeting to the Court,
and regard shall be had, as respects creditors, to the value of the
debts due to each creditor, and as respects contributories to the
number of votes conferred on each contributory by the regulations
of the company. Court may have
regard to wishes
of creditors
151. (1) Where an order is made by the Court for a winding up
subject to the supervision of the Court, the Court may, by that or
any subsequent order, appoint any additional liquidator or
liquidators; and any liquidator so appointed shall have the same
powers, be subject to the same obligations, and in all respects Power to appoint
additional
liquidators in
winding up
subject to
su
pervision

72 CAP. 122 Companies Revision Date: 15 May 1998
LAWS OF TURKS &
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stand in the same position as if he had been appointed by the
company.
(2) The Court may from time to time remove any liquidator
so appointed and fill any vacancy occasioned by such removal or
by death or resignation.
152. Where an order is made for a winding up subject to the
supervision of the Court, the liquidators appointed to conduct such
winding up may, subject to any restriction imposed by the Court,
exercise all their powers without the sanction or intervention of the
Court in the same manner as if the company were being wound up
altogether voluntarily; but, save as aforesaid, any order made by
the Court for a winding up subject to the supervision of the Court
shall for all purposes (including the staying of actions, suits and
other proceedings) be deemed to be an order of the Court for
winding up the company by the Court, and shall confer on the
Court full authority to make calls or to enforce calls made by
liquidators and to exercise all other powers which it might have
exercised if an order had been made for winding up the company
altogether by the Court, and in any provision of this Ordinance
empowering the Court to direct any act or thing to be done to or in
favour of the official liquidators, the expression “official
liquidators” shall be construed as meaning the liquidators
conducting the winding up subject to the supervision of the Court.
Effect of order
for winding up
subject to
supervision of
Cour
t
153. Where an order for winding up subject to the supervision of
the Court is afterwards superseded by an order directing the
company to be wound up compulsorily, the Court may in such last
mentioned order or in any subsequent order appoint the voluntary
liquidators or any of them, either provisionally or permanently and
either with or without the addition of any other persons, to be
official liquidators. Appointment in
certain cases of
voluntary
liquidators as
official
li
quidators
Supplementary Provisions
154. Where any company is being wound up by the Court or
subject to the supervision of the Court all dispositions of the
property, effects and choses in action of the company, and every
transfer of shares, or alteration in the status of the members of the
company made between the commencement of the winding up and
the order for winding up shall, unless the Court otherwise orders,
be void.
Dispositions
after the
commencement
of the winding
u
p voide d
155. Where any company is being wound up all books, accounts
and documents of the company and of the liquidators shall, as
between the contributories of the company, be prima facie
evidence of the truth of all matters purporting to be therein
recorded. Books of the
company to be
evidence

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LAWS OF TURKS &
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156. (1) Where any company has been registered under this
Ordinance and is about to be dissolved, the books, accounts and
documents of the company and of the liquidators may be disposed
of— As to disposal of
books, accounts
and documents
of the com
pany
(a) where the company has been wound up by or sub- ject to the supervision of the Court in such manner
as the Court directs; and
(b) where the company has been wound up voluntarily in such manner as the company by special resolu-
tion directs.
(Amended by Ord. 11 of 1989)
(2) After the lapse of two years from the date of dissolution
of the company, no responsibility shall rest on the company, the
liquidators or any person to whom the custody of the books,
accounts and documents has been committed, by reason that the
same, or any of them, cannot be made available to any party or
parties claiming to be interested therein.
157. Where an order has been made for winding up a company
by the Court or subject to the supervision of the Court, the Court
may make such order for the inspection by the creditors and
contributories of the company of its books and papers in the
possession of the company as the Court thinks just, and any books
and papers in the possession of the company may be inspected by
creditors or contributories in conformity with the order of the
Court, but not further or otherwise.
Inspection of books
158. Any person to whom any chose in action belonging to the
company is assigned in pursuance of this Ordinance may bring or
defend in his own name any action or suit relating to such chose in
action. Power of
assi gnee to sue
159. In the event of any company being wound up under this
Ordinance, all debts payable on a contingency and all claims
against the company, whether present or future, certain or
contingent, ascertained or sounding only in damages, shall be
admissible to proof against the company, a just estimate being
made so far as is possible of the value of all such debts or claims
as may be subject to any contingency or sound only in damages, or
which for some other reason do not bear a certain value. Debts of all
descriptions to
be prove d
160. (1) Subject to subsection (3) in a winding up there shall be
paid in priority to all other debts— Preferential payments
(a) all rates, taxes, assessments or impositions imposed or made under the provisions of any Ordinance
applicable to the Islands, and having become due
and payable within twelve months next before the
relevant date;

74 CAP. 122 Companies Revision Date: 15 May 1998
LAWS OF TURKS &
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(b) all wages or salary of any clerk or servant in respect
of services rendered to the company during four
months before the relevant date;
(c) all wages of any workman or labourer not exceed- ing $400 in respect of services rendered to the
company during two months before the relevant
date.
(2) The foregoing debts shall— (a) rank equally amongst themselves and be paid in full, unless the assets are insufficient to meet them,
in which case they shall abate in equal proportions;
and
(b) so far as the assets of the company available for payment of general creditors are insufficient to
meet them, have priority over the claims of holders
of debentures under any floating charge created by
the company, and be paid accordingly out of any
property comprised in or subject to that charge.
(3) Subject to the retention of such sums as may be
necessary for the costs and expenses of the winding up, the
foregoing debts shall be discharged forthwith so far as the assets
are sufficient to meet them.
(4) Where any payment on account of wages or salary has
been made to any clerk, servant, workman or labourer in the
employment of a company out of money advanced by some person
for that purpose, that person shall in a winding up have a right of
priority in respect of the money so advanced and paid up to the
amount by which the sum in respect of which that clerk, servant,
workman or labourer would have been entitled to priority in the
winding up has been diminished by reason of the payment having
been made.
(5) In the event of a landlord or other person distraining or
having distrained on any goods or effects of the company within
three months next before the date of a winding up order, the debts
to which priority is given by this section shall be a first charge on
the goods or effects so distrained on, or the proceeds of the sale
thereof:
Provided that in respect of any money paid under any such
charge the landlord or other person shall have the same rights of
priority as the person to whom the payment is made.
(6) Where it appears that there are numerous claims for
wages by workmen and others employed by the company, it shall
be sufficient if one proof for all such claims is made either by a
foreman or by some other person on behalf of all such creditors.
There shall be annexed to such proof and form part thereof a

Companies CAP. 122 75 Revision Date: 15 May 1998
LAWS OF TURKS &
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schedule setting forth the names of the workmen and others and
the amounts severally due to them. Any proof made in compliance
with this subsection shall have the same effect as if separate proofs
had been made by each of the said claimants.
(7) In this section the expression “relevant date” means—
(a) as respects a company ordered to be wound up compulsorily which had not previously commenced
to be wound up voluntarily, the date of the winding
up order; and
(b) in any other case, the date of the commencement of the winding up.
161. The liquidator may, with the sanction of the Court where
the company is being wound up by the Court or subject to the
supervision of the Court, and with the sanction of a special
resolution of the company where the company is being wound up
altogether voluntarily, pay any classes of creditors in full or make
such compromise or other arrangements as the liquidators may
think expedient with creditors or persons claiming to be creditors
or persons having or alleging themselves to have any claim,
whether present or future, certain or contingent, ascertained or
sounding only in damages against the company, or whereby the
company may be rendered liable.
(Amended by Ord. 11 of 1989)
General scheme
of liquidation
may be
sanctione
d
162. The liquidators may, with the sanction of the Court where
the company is being wound up by the Court or subject to the
supervision of the Court, and with the sanction of a special
resolution of the company where the company is being wound up
altogether voluntarily, compromise all calls and liabilities capable
of resulting in debts, and all claims whether present or future,
certain or contingent, ascertained or sounding only in damages,
subsisting or supposed to subsist between the company and any
contributory or alleged contributor y or other debtor or person
apprehending liability to the company, and all questions in any
way relating to or affecting the assets of the company or the
winding up of the company, upon the receipt of such sums,
payable at such times and generally upon such terms as may be
agreed upon, with power for the li quidators to take securities for
the discharge of such debts or liabilities and to give complete
discharge in respect of all or any such calls, debts or liabilities.
(Amended by Ord. 11 of 1989)
Power to
com promise
163. (1) Subject to subsection (2), where any company is
proposed to be or is in the course of being wound up altogether
voluntarily, and the whole or a portion of its business or property
is proposed to be transferred or sold to another company, the
liquidators of the first mentioned company may, with the sanction
of a special resolution of the company by whom they were Liquidators may
accept shares,
etc., as a
consideration for
sale of property
of com
pany

76 CAP. 122 Companies Revision Date: 15 May 1998
LAWS OF TURKS &
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appointed, conferring on the liquidators either a general authority
or an authority in respect of any particular arrangement, receive in
compensation or part compensation for such transfer or sale,
shares, policies or other like interests in such other company for
the purpose of distribution amongst the members of the company
being wound up, or may enter into any other arrangement whereby
the members of the company being wound up may, in lieu of
receiving cash, shares, policies or other like interests or in addition
thereto, participate in the profits of or receive any other benefit
from the purchasing company; and any sale made or arrangement
entered into by the liquidators in pursuance of this section shall be
binding on the members of the company being wound up.
(2) Notwithstanding subsection (1) if any member of a
company being wound up who has not voted in favour of the
special resolution referred to in that subsection expresses his
dissent from any such special resolution in writing addressed to the
liquidators or one of them, and left at the registered office of the
company not later than seven days after the date of the meeting at
which such special resolution was passed, such dissentient member
may require the liquidators to do such one of the following things
as the liquidators may elect, that is to say, either to abstain from
carrying such resolution into effect or to purchase the interest held
by such dissentient member at a price to be determined in manner
hereinafter provided, such purchase money to be paid before the
company is dissolved and to be raised by the liquidators in such
manner as may be determined by special resolution.
(3) No special resolution shall be deemed invalid for the
purpose of this section by reason that it is passed before or
concurrently with any resolution for winding up the company or
for appointing liquidators; but if an order be made within a year
for winding up the company by, or subject to the supervision of the
Court, such resolution shall not be of any validity unless it is
sanctioned by the Court.
164. The price to be paid for the purchase of the interest of any
dissentient member may be determined by agreement, but if the
parties dispute the same, such dispute shall be settled by arbitration
in accordance with the provisions of the Arbitration Ordinance.
Mode of
determining
price

Ca
p. 47
165. Where any company is being wound up by the Court or
subject to the supervision of the Court, any attachment, distress or
execution put forth against the estate or effects of the company
after the commencement of the winding up shall be void to all
intents. Certain
attachments and
executions to be
voi
d
166. (1) Every conveyance or transfer of property, or charge
thereon made, every payment made, every obligation incurred, and
every judicial proceeding taken or suffered, by or against any Avoidance of
preference in
certain cases

Companies CAP. 122 77 Revision Date: 15 May 1998
LAWS OF TURKS &
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company unable to pay its debts as they become due from its own
moneys in favour of any creditor, or of any person in trust for any
creditor, with a view to giving such creditor, or any surety or
guarantor for the debt due to such creditor, a preference over the
other creditors shall, if the company making, taking, paying or
suffering the same is wound up under the provisions of this
Ordinance within three months after the date of making, taking,
paying or suffering the same, be deemed fraudulent and void as
against any liquidator in the winding up.
(2) Subject to the other provisions of this Ordinance with
respect to the avoidance of preferences, nothing in this Ordinance
shall invalidate, in the case of winding up—
(a) any payment by the company being wound up to any of its creditors;
(b) any payment or delivery to the company being wound up;
(c) any conveyance or assignment by the company being wound up for valuable consideration;
(d) any contract, dealing or transaction by or with the company being wound up for valuable considera-
tion:
Provided that both the following conditions are complied with,
namely— (i) that the payment, delivery, conveyance, assignment, contract, dealing or transaction, as
the case may be, takes place before the date of
the presentation of a petition for winding up the
company in the case of a company being wound
up by the Court or subject to the supervision of
the Court, or a resolution for winding up the
company in the case of a voluntary winding up;
and
(ii) that the person (other than the company) to, by, or with whom the payment, delivery, convey-
ance, assignment, contract, dealing, or trans-
action was made, executed, or entered into, has
not, at the time of the payment, delivery, con-
veyance, assignment, contract, dealing or trans-
action, notice of the company being unable to
pay its debts as they become due from its own
moneys before that time.
(3) Any conveyance or assignment made by any company
of all its estate and effects to trustees for the benefit of all or any of
its creditors shall be void to all intents.

78 CAP. 122 Companies Revision Date: 15 May 1998
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167. (1) Where, in the course of the winding up of any company
under this Ordinance, it appears that any past or present director,
secretary, official or other liquidator or any officer of such
company has misapplied or retained in his own hands or become
liable or accountable for any moneys of the company or been
guilty of any misfeasance or breach of trust in relation to the
company the Court may, on the application of any liquidator or
any creditor or contributory of the company notwithstanding that
the offence is one for which the offender is criminally responsible
examine into the conduct of such director, secretary or other
officer and compel him to repay any moneys so misapplied or
retained or for which he has become liable or accountable together
with interest at such rate as the Court thinks just or to contribute
such sums of money to the assets of the company by way of
compensation in respect of such misapplication, retainer,
misfeasance or breach of trust as the Court thinks just. Power to assess
damages against
delinquent
directors and
officers
(2) Where in the course of the winding up of any company
under this Ordinance, it appears to the Court on the application of
any liquidator, creditor or contributory that the company continued
to trade at a time when any past or present director knew or ought
reasonably to have known that the company was unable to pay its
debts as they fell due in the ordinary course of business the Court
may order such director to be ma de a contributory without limit or
subject to such limit as the Court deems just.
(Inserted by Ord. 11
of 1989)
168. Repealed by Ord. 13 of 1985. Repealed
169. If it appears to the Court in the course of winding up by, or
subject to the supervision of the Court, that any past or present
director, secretary, officer or me mber of such company has been
guilty of an offence in relation to the company for which he is
criminally responsible, the Court may on the application of any
person interested in such winding up or of its own motion direct
the official liquidators or the liquidators (as the case may be) to
prosecute the offender and may order the costs and expenses to be
paid out of the assets of the company. Prosecution of
delinquent
directors in the
case of winding
u
p by Cour t
170. If it appears to the liquidator in the course of a voluntary
winding up that any past or present director, secretary, officer or
member of such company has been guilty of any offence in
relation to the company for which he is criminally responsible the
liquidator may, with the previous sanction of the Court, prosecute
such offender, and all expenses properly incurred by him in such
prosecution shall be payable out of the assets of the company in
priority to all other liabilities. Prosecution of
delinquent
directors, etc., in
case of voluntary
windin
g up

Companies CAP. 122 79 Revision Date: 15 May 1998
LAWS OF TURKS &
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171. If any person upon any examination upon oath or
affirmation authorised under this Ordinance or in any affidavit,
deposition or solemn affirmation in or about the winding up of any
company, or otherwise in or about any matters arising under this
Ordinance, wilfully and corruptly gives false evidence he shall be
guilty of an offence and liable on conviction to a fine of $5,000
and to imprisonment for two years. Penalty for perjury
Power of Court to make Rules
172. The Court may, as often as circumstances require, make
such rules concerning the mode of proceedings to be had for
winding up a company in the Court, as may from time to time
seem necessary, but until such rules are made the general practice
of the Court, including the practice in use at the commencement of
this Ordinance in winding up companies shall so far as the same is
applicable and not inconsistent with this Ordinance, apply to all
proceedings for winding up a company.
Rules of Cour t

P
ART VI
R
EMOVAL OF DEFUNCT COMPANIES UNDER THIS ORDINANCE
173. Where the Registrar has reasonable cause to believe that a
company is not carrying on business or is not in operation, he may
strike the company off the register and the company shall
thereupon be dissolved.
(Amended by Ord. 11 of 1989)
Company not
operating may be
struck off
re
giste r
174. Where a company is being wound up, and the Registrar has
reasonable cause to believe either that no liquidator is acting, or
that the affairs of the company are fully wound up, he may strike
the company off the register and the company shall thereupon be
dissolved. Company being
wound up may
be struck off
register if no
liquidator ap-
pointed or affairs
full
y wound u p
175. The Registrar shall forthwith publish in the Gazette a notice
to the effect that the company in question has been struck off the
register, the date on which it has been struck off and the reason
therefor. Registrar to
publish fact of
company being
struck off
re
giste r
176. If a company or any member, creditor or interested party
thereof feels aggrieved by the company having been struck off the
register in accordance with the provisions of this Ordinance, the
Registrar or the Court, on the application of such company,
member, creditor or interested party made within two years or such
longer period not exceeding ten years as the Registrar may allow
from the date on which the company was so struck off, may if
satisfied that the company was at the time of the striking off Company,
creditor, member
or interested
party may apply
to Registrar to be
reinstated

80 CAP. 122 Companies Revision Date: 15 May 1998
LAWS OF TURKS &
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thereof carrying on business or in operation, or otherwise that it is
just that the company be restored to the register, order the name of
the company to be restored to the register, on payment by the
company of a reinstatement fee equivalent to the original incor-
poration or registration fee, and on such terms and conditions as to
the payment of unpaid annual fees or otherwise as the Registrar or
the Court may determine, and thereupon the company shall be
deemed to have continued in existence as if its name had not been
struck off; and the Registrar or the Court may by the same or any
subsequent order give such directions and make such provisions as
seem just for placing the company and all other persons in the
same position as nearly as may be as if the name of the company
had not been struck off.
(Amended by Ord 11 of 1989)
177. The striking off the register of any company under the
provisions of this Ordinance shall not affect the liability (if any) of
any director, secretary, officer or member of the company, and
such liability shall continue and may be enforced as if the
company had not been dissolved. Liability of
members of
company to
remain
178. No liability shall attach for any act performed or thing done
by the Registrar in accordance with the provisions of this Part of
this Ordinance. Registrar not
liable for any act
performed under
this Part
179. Any property vested in or belonging to any company struck
off the register under this Ordinance shall after a period of twelve
months during which time no person has laid proper claim to the
same, vest in the Governor for the benefit of the Islands, and shall
be subject to the disposition of the Governor for the benefit of the
Consolidated Fund.
(Amended by L.N. 41/1994)
Property to be
vested in
Gove
rnor

PART VII
E
XEMPTED COMPANIES
180. A company may apply to be registered as an exempted
company, if its objects are to be carried out mainly outside the
Turks and Caicos Islands.
(Amended by Ord. 1 of 1993)
What companies
may apply to be
registered as
exempted
com
panies
181. (1) On being satisfied that the provisions of sections 182,
183 and 184 have been complied with, the Registrar shall register
the company as an exempted company, and shall issue a certificate
to that effect. Registration of
exempted
com
panies
(2) A certificate issued by the Registrar under subsection
(1) may contain the name of the exempted company in both the

Companies CAP. 122 81 Revision Date: 15 May 1998
LAWS OF TURKS &
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English language and a foreign language if—
(a) an application in that behalf is made to the Registrar by or on behalf of the company or the proposed
company; and
(b) the application is accompanied with a translation of the name of the company into the English language
certified in such manner and by such person as the
Registrar may require.
(Inserted by Ord. 4 of 1994)
(3) From the date of incorporation specified in the
certificate of incorporation, the subscriber or subscribers to the
memorandum of association, together with such other persons as
may from time to time become members of the exempted
company, shall be a body corporate by the name contained in the
memorandum of association.
(Amended by Ord. 4 of 1994)
(4) From the date of incorporation specified in the
certificate of incorporation, an exempted company shall have
perpetual succession and a common seal but with such liability on
the part of the members to contribute to the assets of the company
in the event of its being wound up as is provided in this Ordinance.
(5) A certificate of incorporation of an exempted company
issued under this Ordinance shall be conclusive evidence that
compliance has been made with all the requirements of this
Ordinance in respect of incorporation and registration.
(6) Every copy of a memorandum of association filed and
registered in accordance with this Ordinance or any extract
therefrom certified under the hand and seal of the Registrar as a
true copy shall be received in evidence in any Court of the Islands
without further proof.
Memorandum of
association of
exempted
com
panies
182. (1) A proposed company applying for registration as an
exempted company shall submit to the Registrar a memorandum of
association which shall contain the following particulars—
(a) the name of the proposed company; and
(b) the address in the Islands at which the registered office of the proposed company is to be situate; and
(c) where the proposed company is to be limited by shares—
(i) the amount of the capital of the company and the number of shares into which it is divided
and the fixed amounts thereof if such shares
have a nominal or par value or the aggregate
consideration for which the said shares may be
issued if they are without nominal or par value;

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always provided that the said capital, or, as the
case may be, the aggregate consideration may
be expressed in and subscribed for in the cur-
rency of any country; and
(ii) a declaration that the liability of the members is limited or, where the memorandum contains a
declaration in the terms specified in subsection
(3), a declaration specifying the liability of
members holding shares of each particular
class; or

(d) where the proposed company is to be limited by guarantee, a declaration that each member under-
takes to contribute to the assets of the company in
the event of the company being wound up during
the time that he is a member, or within one year
afterwards, for the payment of the debts and liabili-
ties of the company contracted before the time at
which he ceases to be a member, and of the costs,
charges and expenses of the winding up of the
company, and for the adjustment of the rights of the
contributories amongst themselves—
(i) such amount as may be required not exceeding a specified amount to be therein named; or
(ii) where the memorandum contains a declaration in the terms specified in subsection (4), an
unlimited amount; or

(e) where the proposed company is to be an unlimited company, a declaration that the liability of its
members is unlimited.
(Amended by Ord. 1 of 1993 and Ord. 4 of 1994)
(2) The name of a proposed company contained in its
memorandum of association may end with the words
“International Business Company” or the abbreviation “IBC”
which shall serve to identify it as an exempted company.
(Inserted
by Ord. 21 of 1992)

(3) Where the capital of an exempted company limited by
shares is divided into shares of more than one class, the
memorandum of association may contain a declaration that in a
winding up of the company, the liability of the members holding
the shares of a particular class shall be unlimited either generally
or respecting specified classes of creditors of the company or
unlimited for a specified period of time.
(Inserted by Ord. 4 of
1994)
(4) Where an exempted company limited by guarantee has
more than one class of member, the memorandum of association

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may contain a declaration that in a winding up of the company the
amount of the undertaking of the members of a particular class
shall be unlimited either generally or respecting specified classes
of creditors of the company or unlimited for a specified period of
time.
(Inserted by Ord. 4 of 1994)
183. A proposed exempted company applying for registration as
an exempted company shall submit to the Registrar a declaration
signed by a subscriber to the effect that the operation of the
proposed company will be conducted mainly outside the Islands.
Declaration by
proposed
com
pany
184. A proposed company applying for registration as an
exempted company shall tender such registration fee as may be
prescribed. (
Amended by Ord. 4 of 1994)
Fee for
registration of an
exempted
com
pany
184A. (1) Any company for the time being registered under the
provisions of this Ordinance other than those contained in this
Part, if its objects enable it to carry on business mainly outside the
Islands and it intends thenceforth only to carry on business mainly
outside the Islands, may by special resolution elect to be treated as
an exempted company and may thereupon apply for registration as
an exempted company under this Part.
(Inserted by Ord. 11 of 1989
and Amended by Ord. 1 of 1993)
Non-exempted
companies may
become
exempted
com
panies
(2) Upon payment of the fees prescribed for the first
registration of an exempted company having the same nominal
capital and upon the Registrar certifying that it has been
established to his satisfaction that the company is in full
compliance with the provisions of this Ordinance and that
thenceforth it is able and intends to carry on business mainly
outside the Islands, he shall register it as an exempted company
and all documents filed previously by the company which are not
applicable to, or required to be filed by, exempted companies shall
be returned to the registered office of the company.
(Inserted by
Ord. 11 of 1989)

(3) A company which elects in accordance with subsection
(1) shall on compliance with the foregoing provisions of this
section be deemed to be for all purposes an exempted company
and shall thenceforth comply with the provisions of this Part
accordingly.
(Inserted by Ord. 11 of 1989)
185. (1) Subject to subsections (2) and (3) and to any other
specific provision of this Ordinance, all the provisions of this
Ordinance shall apply to exempted companies.
Application of
Ordinance to
exempted
com
panies
(2) The following provisions of this Ordinance shall not

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apply to exempted companies—
SECTION
6. Memorandum of association of a company limited by
shares
7. Memorandum of association of a company limited by
guarantee
8. Objects of memorandum of association may be altered by
special resolution
10. Memorandum of association of an unlimited company
13. Special resolution for reduction of share capital
25(3) (c). Company registry to include details of capital and shares
25(4). Registration
35. Power to issue redeemable preference shares
36. Definition of member
37. Transfer by personal representative
38. Register of members
39. Annual list of members, and return of capital, shares etc.
40. Penalty on company not making returns
42. Inspection of register
44. Remedy for improper entry or omission of entry in
register
45. Notice to Registrar of rectification of register
46. Register to be evidence
49(2). Notice of situation of registered office
50(1). Publication of name of company
52. Register of mortgages
53. Register of directors and officers
54. Penalty on company not keeping a register of directors
56. General meetings
92(c) . Circumstances in which company may be wound up by
Court
207. Definition of foreign companies
208. Documents, etc., to be delivered to Registrar by foreign
companies
210. Registration of foreign companies incorporated in a
foreign country
211. Return to be delivered to Registrar where documents,
etc., altered
212. Obligation to state name of company, whether limited,
and country where incorporated
213. Service on foreign company to which Part X applies
214. Deeds executed out of and within the Islands
215. Removing company’s name from register
216. Penalties for failing to comply with provisions of Part X
217. Interpretation of Part X
(Amended by Ords. 5 of 1990 and 4 of 1994)

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(3) Exempted companies are exempted from the provisions
of section 71 (Evidence of proceedings of meetings) insofar as they
relate to—
(a) ordinary resolutions;
(b) minutes of annual general meetings and meetings of directors.
(4) A proposed exempted company when making its
application under section 180, or an exempted company by special
resolution in general meeting, may elect to be bound by one or
more, but not all, of the provisions of this Ordinance from which it
is exempted by this section or by any other specific provision of
this Ordinance and from the time of the passing of such resolution
the company shall be so bound unless and until such time as the
company rescinds such resolution by a special resolution in
general meeting.
(5) The shares of an exempted company may be either non-
negotiable in which case they shall be transferred only on the
books of the company, or they may be negotiable or to bearer:
Provided that no share shall be issued as negotiable or to
bearer unless the same shall be fully paid and non-assessable.
(6) Negotiable or bearer shares of an exempted company
may be exchanged for non-negotiable shares and vice versa.
(Substituted by Ord. 11 of 1989 and
Amended by Ords. 5 of 1990 and 4 of 1994)
186. An exempted company may by special resolution alter its
memorandum of association, and shall within one month from the
date of such special resolution deliver to the Registrar a certified
copy thereof. Alteration of
memorandum of
association
187. In January of each year after the year of its registration each
exempted company shall furnish to the Registrar a return which
shall be in the form of a declaration that— Annual return

(a) since the previous return or since registration, as the case may be, there has been no alteration in the
memorandum of association, other than an altera-
tion in the name of the company effected in accor-
dance with section 30 or an alteration already
reported in accordance with section 186;
(b) the operations of the exempted company since the last return or since registration of the exempted
company, as the case may be, have been mainly
outside the Islands; and
(c) the provisions of sections 191 and 192 have been and are being complied with.

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188. Every exempted company shall pay the prescribed annual
fee at such times and in such manner as may be prescribed.
(Substituted by Ord. 4 of 1994)
Annual fees
189. (1) Subject to the provisions herein contained any
exempted company which fails to comply with the provisions of
section 187 or 188 shall be deemed to be a defunct company, and
shall thereupon be dealt with as such in accordance with the
provisions of Part VI, but without prejudice to its being registered
again as though it were being registered for the first time; Failure to
comply with
sections 187 or
188
Provided that an exempted company to which this
subsection applies may before the expiration of the period of
notice given to it under subsection (2) notify the Registrar that it
has passed a resolution under section 190A and upon the payment
of all fees due and owing by it under this Ordinance the company
shall not be deemed a defunct company to which Part VI applies
but shall be treated as a company which is not an exempted
company and the provisions of this Ordinance shall apply to it
accordingly.
(Substituted by Ord. 11 of 1989 and Amended by Ord. 5
of 1990)
(2) Before taking action under this section the Registrar
shall give one month’s notice to the defaulting company, and if the
default is made good before the expiry of such notice the
provisions of sections 187 and 188 shall be deemed to have been
complied with.
190. (1) If any declaration under section 183 or 187 contains any
false statement or misrepresentation of a material matter the
company shall on proof thereof be liable to be dissolved
immediately and removed from the register, and in such case any
fee tendered under section 184 or 188 shall be forfeited and paid
into the Consolidated Fund.
False statement
in declaration
(2) Every director and officer of a company who makes or
permits the making of any such declaration knowing it to be false
shall be guilty of an offence and liable on summary conviction to a
fine of $1,000 and to imprisonment for three months.
190A. An exempted company may by special resolution elect to be
treated as a company which is not an exempted company and upon
giving notice of such special resolution to the Registrar (and
paying the prescribed fee, if any) the company, if in full
compliance with the provisions of this Ordinance, shall thenceforth
be treated as a company which is not an exempted company and
the provisions of this Ordinance shall apply accordingly.
(Inserted
by Ord. 11 of 1989)

An exempted
company may
become a
company which
is not exem
pted
191. An exempted company shall not trade in the Islands with
any person, firm or corporation except in furtherance of the Prohibited
Enter prises

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business of the exempted company carried on outside the Islands
or where such trade is of a minor nature:
Provided that nothing in this section shall be construed so as
to prevent the exempted company effecting and concluding
contracts in the Islands, and exercising in the Islands all of its
powers necessary for the carrying on of its business outside the
Islands or trading with other exempted companies.
192. (1) Every exempted company shall appoint a repre-
sentative resident in the Islands for the purpose of accepting
service of any process. Such representative shall be a natural
person of full capacity or a company other than an exempted
company.
Exempted
company to have
representative
resident in
Islands
(2) Within thirty days of submitting its memorandum of
association to the Registrar under section 182 an exempted
company shall notify the Registrar of the name and address in the
Islands of its representative and shall notify the Registrar within
seven days of any change in such name or address.
(3) The representative for the time being notified to the
Registrar by any company shall be deemed to be the person upon
whom the service on the company of any proceeding, notice or any
other document may be made.
(4) For the purposes of the application of section 42 to any
exempted company, the address of its representative notified under
this section shall be deemed to be its registered office.
(Substituted by Ord. 11 of 1989)
193. An exempted company is prohibited from making any
invitation to the public in the Islands to subscribe for any of its
shares or debentures. Prohibited sale
of securities
194. If an exempted company carries on any business in the
Islands in contravention of the provisions of this Part, then
(without prejudice to any other proceedings that may be taken in
respect of the contravention) the exempted company, and every
director, secretary and officer of the exempted company who is
responsible for the contravention shall be guilty of an offence and
may on summary conviction be liable to a fine of $100 for every
day during which the contravention occurs or continues and the
exempted company shall be liable to be dissolved immediately and
removed from the register. Penalty for
carrying on
business contrary
to provisions of
Part VII
195. (1) Every exempted company may purchase, receive, take
or otherwise acquire, own and hold, sell, lend, exchange, transfer
or otherwise deal in and with its own shares but no exempted
company may redeem or purchase its own shares except in
accordance with section 198. Powers of an
exempted
company
respecting its
own shares

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(2) If an exempted company (hereinafter called “the first
company”) holds a majority of the shares which confer the right to
vote in the election of directors of another exempted company
(hereinafter called “the second company”) and if the second
company holds any shares in the first company, the second
company shall not exercise any right conferred by the last
mentioned shares to vote on any resolution, whether special or
ordinary, or to be counted for purposes of determining whether a
quorum exists, and any purported exercise of any such right shall
be invalid and ineffectual for any purposes:
Provided that this subsection shall not apply to any shares
held by a company solely in a fiduciary capacity.
(Substituted by Ord. 11 of 1989)
195A .* (1) In this section and in section 195B, unless
otherwise specified— Registration of
char ges
“charge” means charge, mortgage, debenture or other encumbrance or any other form of security interest, fixed or
floating, over property other than an interest arising by
operation of law, and a reference to the creation of a charge
includes a reference to the acquisition of property which is
the subject of a charge;
“company” means exempted company;
“property” includes undertaking.
(2) A company may create a charge over its property,
whether existing or future and wherever situate, in accordance
with the law chosen by the company, and the charge shall be
binding on the company in accordance with the requirements of
the chosen law.
(3) The company, or any other person with the consent of
the company shall, if it is desired to register the charge, pay to the
Registrar the prescribed fee and file with the Registrar, in the
prescribed form, a notice in duplicate containing the following
particulars— (a) in the case of a charge created by the company, the date of its creation, and in the case of a charge
which is existing on property acquired by the
company, the date of the acquisition of the
property;
(b) the amount secured by the charge;
(c) a description of the property charged sufficient to identify that property;
* This section was not in force as at the Revision Date.

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(d) the name and address of the company (and its
company registration number), the person filing the
particulars (if different from the company) and the
person having an interest in the charge; and
(e) details of any prohibition or restriction (if any) contained in the instrument (if any) creating the
charge on the power of the company to create any
future charge ranking in priority to or equally with
the charge in respect of which the filing is made,
and the person filing notice of particulars of a charge may also file
the name and address of the person who has custody of the original
or true copy of the instrument (if any) by which the charge is
created.
(4) The Registrar shall keep, with respect to each company,
a register of charges and he shall, forthwith on the receipt of notice
of the particulars of a charge, endorse on the duplicate the date and
time of receipt, and enter the particulars in the register; and the
date and time of entry in the register shall be deemed to be the date
and time when the Registrar certifies the receipt of the particulars.
(5) The Registrar shall, on entering in the register the
particulars of the charge, forthwith issue to the company and to the
person filing the particulars (if different from the company) a
certified extract from the register which shall bear the date and
time when the Registrar certifies the receipt of the particulars.
(6) Where more than one notice of particulars of a charge
are presented for registration on the same day or on different days
but at so short an interval from each other that in the opinion of the
Registrar there is doubt as to their order of priority, the Registrar
may refuse registration until he has heard and determined the
rights of the parties interested thereunder.
(7) Where any person proposing to take a charge over the
property of a company has, with the consent in writing of the
company, applied in the prescribed form to the Registrar for a stay
of the registration of any notice of particulars of a charge affecting
the property to be comprised in or affected by the proposed charge,
the Registrar may stay the registration of any such notice for a
period not exceeding twenty-one days after the date of the
application (the suspension period), and a note shall be made in the
register accordingly.
(8) If within the suspension period the applicant files a
notice of particulars for the registration of the proposed charge,
such notice shall have priority over any other notice affecting the
property to be comprised in or affected by the proposed charge
which may be presented for registration during the suspension
period, and shall be registered in accordance with this section.

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(9) Where the debt in respect of which a charge registered
under this section was created is paid in whole or in part, or where
the property charged is released from the charge or ceases to form
part of the property of a company, the company shall file with the
Registrar a certificate, countersigned by the person disclosed on
the register to have an interest in the charge, attesting to the fact or
facts, as the case may be.
(10) Where it is desired to file a certificate pursuant to
subsection (9) and—
(a) the person disclosed on the register to have an interest in the charge refuses to sign or authorise a
person to sign on his behalf, or cannot be found; or
(b) the company refuses to authorise a person to sign on its behalf,
the Court may, on the application of the company or of any other
person having an interest in the charge, and on such terms as it
considers just, authorise the filing of the certificate without that
signature.
(11) The Registrar shall, on the receipt of a certificate filed
pursuant to subsections (9) or (10), and on the receipt of such
evidence in support of the certificate as he thinks fit, enter in the
register of charges a memorandum of satisfaction in whole or in
part, or a memorandum of the fact that the property charged has
been released from the charge or has ceased to form part of the
property of the company concerned, as the case may be, and he
shall note in the memorandum the date of the receipt of the
certificate.
(12) The Registrar shall issue to the company, to the person
entitled to the benefit of the charge and to any other person
disclosed on the register to have an interest in the charge a copy of
the memorandum entered pursuant to subsection (11).
(13) A company or any other person having an interest in a
charge registered under this section may apply to the Court for the
rectification of any omission or misstatement of any particular
relating to the registration of the charge or to the entry of a
memorandum of satisfaction or release, and the Court may, on
being satisfied that there is an omission or misstatement and on
such terms as it considers just, order that the omission or
misstatement be rectified.
(14) Subsection (13) does not affect the right of any person
having an interest in a charge created over the property of a
company to file further particulars of the charge supplementing or
varying the registered particulars, and subsections (4), (5) and (9)
shall have effect accordingly.

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(15) A person taking a charge over the property of a
company shall be taken to have notice of any matter disclosed on
the register.
(Inserted by Ord. 13 of 1997)
Priorities of
char ges 195B. * (1) Any proceedings taken in the Islands in relation to a
charge over the property of a company where the property is
affected by more than one charge shall be governed by the law of
the Islands and, notwithstanding the provisions of any other law, in
any such proceedings the following provisions shall apply—
(a) charges created prior to the date on which this section comes into force shall continue to rank in
the order in which they would have ranked had this
section not come into force, and where they would
have taken priority over a charge created on or after
the date on which this section comes into force they
shall continue to take such priority after the coming
into force of this section;
(b) charges created on or after the date on which this section comes into force and registered under this
section shall rank in order of the date and time of
entry in the register as provided in section 195A
(4), and shall take priority over an unregistered
charge created on or after the date on which this
section comes into force, so however that a floating
charge registered under this section shall not take
priority over a fixed charge created after the
registration of the floating charge (whether or not
the fixed charge is itself registered) unless in
respect of the floating charge there is entered on the
register a prohibition or restriction mentioned in
section 195A(3)(e);
(c) charges created on or after the date on which this section comes into force but which are unregistered
shall rank among themselves in the order in which
they would have ranked had this section not come
into force, so however that where any of such
charges is subsequently registered paragraph (b)
shall apply.
(2) Nothing in this section shall be construed so as to
require the registration, in order to preserve its priority, of a charge
created prior to the date on which this section comes into force and
the registration of such a charge shall not affect its priority
pursuant to subsection (1) (a).
* This section was not in force as at the Revision Date.

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(3) Notwithstanding subsections (1) and (2), the parties to a
registered charge may, with the consent in writing of the person
entitled to the benefit of any subsisting registered charge which
may be adversely affected, agree to alter the order in which the
charge is to rank in relation to that other subsisting or a future
registered charge (whether by reference to a foreign law or
otherwise), and such agreement shall have effect for the purpose of
determining the order of priority in relation to the property
affected and shall be noted in the register.
(4) Where a company incorporated prior to the date on
which this section comes into force has not created a charge which
remains in existence at that date over any of its property, the
company may file a declaration to that effect with the Registrar,
and charges created and registered on or after that date shall rank
in accordance with subsection (1) (b).
(5) If any declaration by a company under subsection (4)
contains any false statement or misrepresentation of a material
fact, a charge created over the property of the company which
remains in existence at the date on which this section comes into
force shall nevertheless take priority over a charge created on or
after that date, whether registered or unregistered, as provided in
subsection (1) (a), and the person entitled to the benefit of a charge
created on or after that date may demand repayment forthwith by
the company of the sum secured by the charge, together with
interest, and the company shall satisfy the demand.
(Inserted by Ord. 13 of 1997)
196. Repealed by Ord. 4 of 1994. Repealed
197. (1) For a period of twenty years from its date of incorpora-
tion an exempted company shall be exempt from— Exemption from
taxes
(a) any tax or duty to be levied on profits or income or on capital assets, gains or appreciations; and
(b) any such tax or duty, or tax in the nature of estate duty or inheritance tax, payable on the shares,
debentures or other obligations of a company.
(2) The exemption from taxes or duties conferred by
subsection (1) shall— (a) be evidenced by a certificate issued at no extra charge in the name of the Governor;
(b) not apply so as to exempt a company from increases in fees charged under this Ordinance; and

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(c) not apply so as to exempt from any tax on land a company or corporation that is a land holding cor-
poration as defined in the Land Holding Companies
(Share Transfer Duty) Ordinance.

Cap. 158
(3) Nothing in this section shall be construed as exempting
any person ordinarily resident in the Islands from the provisions of
any Ordinance imposing any tax.
(4) An exempted company registered before 2 August,
1993
* may—
(a) if it had obtained the undertaking referred to in the original section 197, at any time after 2 August,
1993 and before the expiration or the lapsing of the
undertaking; or
(b) if it had not obtained such undertaking, at any time after 2 August, 1993;
apply to the Registrar for the certificate referred to in subsection
(2), on payment of a fee of $100, and such certificate shall have
effect for 20 years from the date of issue.
(Substituted by Ord. 1 of 1993)
198. (1) Subject to the provisions of this section, an exempted
company may, if authorised to do so by its articles of association,
issue shares which are to be redeemed or are liable to be redeemed
at the option of the company or the shareholder. Redemption and
purchase of
shares
(2) Subject to the provisions of this section, an exempted
company may, if authorised to do so by its articles of association,
purchase its own shares, including any redeemable shares.
(3) (a) No share may be redeemed or purchased unless it is
fully paid.
(b) An exempted company may not redeem or purchase any of its shares if as a result of the redemption or
purchase there would no longer be any other mem-
ber of the company holding shares.
(c) Redemption of shares may be effected in such man- ner as may be authorised by or pursuant to the
company’s articles of association.
(d) If the articles of association do not authorise the manner of purchase, an exempted company shall
not purchase any of its own shares unless the man-
ner of purchase has first been authorised by a spe-
cial resolution of the company in general meeting.
* This is the date when Ord. 1 of 1993 commenced, and repealed and
replaced section 197.

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(e) The premium (if any) payable on redemption or
purchase must have been provided for out of the
profits of the company or out of the share premium
account of the company before or at the time the
shares are redeemed or purchased.
(f) Subject to the provisions of subsection (5) shares may only be redeemed or purchased out of profits
of the company or out of the proceeds of a fresh
issue of shares made for the purposes of the
redemption or purchase.
(g) Shares redeemed or purchased under this section shall be treated as cancelled on redemption or pur-
chase, and the amount of the company’s issued
share capital shall be diminished by the nominal
value of those shares accordingly; but the redemp-
tion or purchase of shares by a company is not to be
taken as reducing the amount of the company’s
authorised share capital.
(h) Without prejudice to paragraph (g), where an
exempted company is about to redeem or purchase
shares, it has power to issue shares up to the nomi-
nal value of the shares to be redeemed or purchased
as if those shares had never been issued:
Provided that where new shares are issued before the
redemption or purchase of the old shares the new shares shall not,
so far as relates to fees payable on or accompanying the filing of
any return or list, be deemed to have been issued in pursuance of
this subsection if the old shares are redeemed or purchased within
one month after the issue of the new shares.
(4) (a) Where under this section shares of an exempted
company are redeemed or purchased wholly out of
the profits of the company, the amount by which its
issued capital is diminished in accordance with
paragraph (g) of subsection (3) on cancellation of the
shares redeemed or purchased, shall be transferred to
a reserve called “the capital redemption reserve”.
(b) If the shares are redeemed or purchased wholly or partly out of the proceeds of a fresh issue and the
aggregate amount of those proceeds is less than the
aggregate nominal value of the shares redeemed or
purchased, the amount of the difference shall be
transferred to the capital redemption reserve.
(c) Paragraph (b) does not apply if the proceeds of the
fresh issue are applied by the company in making a

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purchase of its own shares in addition to a payment
out of capital under subsection (5).
(d) The provisions of this Ordinance relating to the reduction of the share capital of an exempted com-
pany shall apply as if the capital redemption reserve
were paid-up share capital of the company, except
that the reserve may be applied by the company in
paying up its unissued shares to be allotted to
members of the company as fully-paid bonus
shares.
(5) (a) Subject to the provisions of this section, an
exempted company may, if so authorised by its arti-
cles of association, make a payment in respect of the
redemption or purchase of its own shares otherwise
than out of its profits or the proceeds of a fresh issue
of shares.
(b) References in the succeeding provisions of this sub- section to payment out of capital are, subject to
paragraph (f), to be read as referring to any payment
so made, whether or not it would be regarded apart
from this subsection as a payment out of capital.
(c) The amount of any payment which may be made by an exempted company out of capital in respect of
the redemption or purchase of its own shares is
such an amount as, taken together with—
(i) any available profits of the company which are being applied for the purposes of the redemp-
tion or purchase; and
(ii) the proceeds of any fresh issue of shares made for the purpose of the redemption or purchase,
is equal to the price of redemption or purchase, and the payment out of capital permitted under this
paragraph is referred to in the succeeding provi-
sions of this subsection as the capital payment for
the shares. Nothing in this paragraph shall be taken
to imply that a company shall be obliged to exhaust
any available profits before making any payment.
(d) Subject to paragraph (f), if the capital payment for
shares redeemed or purchased and cancelled is less
than their nominal amount, the amount of the
difference shall be transferred to the company’s
capital redemption reserve.
(e) Subject to paragraph (f), if the capital payment is
greater than the nominal amount of the shares

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redeemed or purchased and cancelled the amount of
any capital redemption reserve, share premium
account or fully paid share capital of the company
may be reduced by a sum not exceeding, or by
sums not in the aggregate exceeding, the amount by
which the capital payment exceeds the nominal
amount of the shares.

(f) Where the proceeds of a fresh issue are applied by
an exempted company in making any redemption or
purchase of its own shares in addition to a payment
out of capital under this subsection, the references
in paragraphs (d) and (e) to the capital payment are
to be read as referring to the aggregate of that pay-
ment and those proceeds.
(6) A payment out of capital by an exempted company for
the redemption or purchase of its own shares is not lawful unless
immediately following the date on which the payment out of
capital proposed to be made the company shall be able to pay its
debts as they fall due in the ordinary course of business.
(7) (a) Where an exempted company is being wound up and
at the commencement of the winding up any of its
shares which are or are liable to be redeemed have
not been redeemed or which the company has agreed
to purchase have not been purchased, then subject to
the following provisions of this subsection the terms
of redemption or purchase may be enforced against
the company; and when shares are redeemed or pur-
chased under this subsection they shall be treated as
cancelled:
Provided that this paragraph shall not apply if—
(i) the terms of redemption or purchase provided for the redemption or purchase to take place at
a date later than the date of the commencement
of the winding up; or
(ii) during the period beginning with the date on which the redemption or purchase was to have
taken place and ending with the commencement
of the winding up the company could not at any
time have lawfully made a distribution equal in
value to the price at which the shares were to
have been redeemed or purchased.
(b) There shall be paid in priority to any amount which the company is liable by virtue of paragraph (a) to
pay in respect of any shares—

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(i) all other debts and liabilities of the company
(other than any due to members in their char-
acter as such); and
(ii) if other shares carry rights whether as to capital or as to income which are preferred to the rights
as to capital attaching to the first mentioned
shares, any amount due in satisfaction of those
preferred rights,
but, subject to that, any such amount shall be paid in priority to any amounts due to members in satis-
faction of their rights (whether as to capital or
income) as members.
(8) (a) Any redeemable preference shares issued by an
exempted company before 31
December, 1989 are
subject to redemption in accordance with the provi-
sions of this section.
(b) Any capital redemption reserve fund established by an exempted company before 31 December, 1989
is to be known as the company’s capital redemption
reserve and be treated as if it had been established
for the purposes of subsection (4); and accordingly,
a reference in any law, the articles of association of
any company or any other instrument to a com-
pany’s capital redemption reserve fund is to be
construed as a reference to the company’s capital
redemption reserve.
(Substituted by Ord. 11 of 1989)

P
ART VIIA
L
IMITED LIFE COMPANIES
198A. (1) An exempted company may at any time apply to the
Registrar to be registered as a limited life company.
Exempted
company may
apply to be
registered as a
limited life
com
pany (2) An application may also be made under subsection (1)
at the same time as an application is made—
(a) to register a proposed company as an exempted company under section 180;
(b) to re-register a non-exempted company as an exempted company under section 184A; or
(c) to register a foreign company as being continued in the Islands as if it had been incorporated as an
exempted company under section 205.

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(3) An application under subsections (1) and (2) shall in
addition to any other fee that may be payable, be accompanied by
an application fee of $100.
(Inserted by Ord. 1 of 1993)
198B.(1) The Registrar shall register as a limited life company an
exempted company that has made an application under section
198A— Registration as a
limited life
com
pany
(a) where the company was not already registered as a
company prior to the application, if—
(i) it has at least two subscribers;
(ii) the memorandum of association of the company limits the life of the company to a period of 50
years from the date of its incorporation or less;
and
(iii) the name of the company includes at its end “Limited Life Company” or the abbreviation
“LLC”; or
(b) where the company was already registered as a company prior to the application, if—
(i) the Registrar has been supplied with a declara- tion that it has at least two members;
(ii) the Registrar has been supplied, where the duration of the company is not already limited
to a period of 50 years or less, with a certified
copy of a special resolution of the company
altering its memorandum of association to limit
the duration of the company to a period of 50
years from the date of its incorporation or less;
and
(iii) the Registrar has been supplied, in accordance with section 30, with a copy of a special reso-
lution of the company changing its name to a
name that includes at its end “Limited Life
Company” or the abbreviation “LLC”.
(2) On registering an exempted company as a limited life
company the Registrar shall— (a) in the case of a company referred to in subsection (1)(a), certify in the certificate of incorporation
issued in accordance with section 26(1) or the cer-
tificate of registration by way of continuation
issued in accordance with section 205 that the com-
pany is registered as a limited life company; and

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(b) in the case of a company referred to in subsection
(1)(b), certify under his hand and seal of office that
the company is registered as a limited life company
stating the date of such registration.
(3) A special resolution passed for the purpose of
subsection (1)(b)(iii) has no effect until the company is registered
as a limited life company.
(Inserted by Ord. 1 of 1993)
198C. A limited life company may by special resolution alter its
memorandum of association extending the duration of the
company to such period or periods not exceeding in aggregate 150
years from the date of the incorporation of the company.
(Inserted
by Ord. 1 of 1993)

Maximum
duration of a
limited life
com
pany
198D. (1) The articles of association of a limited life company
may prohibit the transfer of any share or other interest of a
member of the company absolutely or may provide that the
transfer of any share or other interest of a member requires either
the unanimous resolution of all the members, or a resolution
passed by such proportion of the members as the articles may
specify. Contents of
articles of
association
(2) The articles of association of a limited life company
may provide that a person ceases to be a member of the company
upon the happening of any one or more of the events specified in
the articles, and may further provide that the rights of such former
members shall be limited to an entitlement to receive such value
for their shares in the company as may be determined by the
articles of association.
(3) The articles of association of a limited life company
may provide that the affairs of the company may be managed by
its members in their capacity as such, or by some person
designated as manager with such rights, powers and duties as may
be specified in the articles; and in such a case the company shall be
exempt from the requirements of section 18A.
(Inserted by Ord. 1
of 1993 and Amended by Ord. 4 of 1994)
(4) The articles of association may designate a person to be
the liquidator of the company in the event of the company being in
dissolution pursuant to section 198E.
(5) The articles of association of a limited life company
may provide that where the company has commenced winding up
and dissolution by virtue of section 198E(1) (c), the winding up and
dissolution of such a company may be discontinued by the
unanimous resolution of all the members of the company passed
within 30 days of the events specified in section 198E(1) (c),
resolving to discontinue the winding up and dissolution and

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continue the existence of the company as if the winding up and
dissolution had never occurred:
Provided that no such resolution shall be effective unless
there remain not less than two members of the company.
198E. (1) A limited life company shall automatically and without
further action be in voluntary winding up and dissolution—
Winding up of a
limited life
com
pany
(a) when the period fixed for the duration of the com-
pany expires;
(b) if the members of the company pass a special reso- lution requiring the company to be wound up and
dissolve; or
(c) subject to any contrary provisions in the articles of association, upon the happening of any one or more
of the following events—
(i) the bankruptcy, death, insanity, retirement, resignation, withdrawal, expulsion, termination,
cessation, or dissolution of a member;
(ii) the transfer of any share or other interest in the company in contravention of the articles of
association;
(iii) the redemption, repurchase or cancellation of all the shares of a member of the company; or
(iv) the occurrence of any event (whether or not relating to the company or a member) of which
it is provided in the articles of association that
the company is to be dissolved.
(Amended by Ord. 4 of 1994)
(2) The provisions of sections 130 to 147 inclusive, shall
apply to the winding up and dissolution of a limited life company
to the extent that they are not excluded or modified by subsections
(3), (4), (5), (6) and (7).
(Amended by Ord. 4 of 1994)
(3) Sections 130 and 131 shall not apply to the winding up
and dissolution of a limited life company. (
Amended by Ord. 4 of
1994)
(4) Section 132 shall apply to a limited life company as if
the words “except transfers made to or with the sanction of the
liquidator or” were omitted.
(Amended by Ord. 4 of 1994)
(5) Where a limited life company is in winding up and
dissolution by virtue of subsection (1) the person, if any,
designated in the articles of association, shall without further
action become the liquidator, failing which the director or, as the

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case may be, the manager shall without further action become the
liquidator, failing which the provisions of section 142 shall apply.

(5a) Where a person has without further action become the
liquidator pursuant to subsection (2), section 134 (b) and (c) shall
not apply.
(Inserted by Ord. 4 of 1994)
(6) Section 134 (e) shall apply to a limited life company as
if the words “except in so far as the company in general meeting or
the liquidators may sanction the continuance of such powers” were
omitted.
(7) Any reference to the passing of a resolution for the
winding up of a company in sections 130 to 147 inclusive, shall be
construed as including a reference to the happening of an event
causing a limited life company to be wound up and dissolved.
(8) The liquidator of a limited life company, or in the event
of there being no liquidator, the director, or as the case may be, the
manager of the company shall cause to be published in the Gazette
notice of the winding up and dissolution of a company pursuant to
this section but failure to so publish the same shall not prejudice
the validity of the winding up and dissolution.
(Inserted by Ord. 4
of 1994)

(Inserted by Ord. 1 of 1993 and Amended by Ord. 4 of 1994)
198F. (1) A company ceases to be a limited life company if— Cancellation of
registration
(a) the Registrar removes its name from the register under section 206; or
(b) the Registrar issues a certificate of change of name in accordance with section 30(2) which records a
change of name for the company that does not
include at its end “Limited Life Company” or
“LLC”; or
(c) the company passes a special resolution to alter its memorandum of association to provide for a period
of duration for the company that exceeds or is
capable of exceeding 150 years from the date of its
incorporation;
and in the case of paragraph (b) or (c) the company pays a
deregistration fee of $100.
(2) On a company ceasing to be a limited life company—
(a) the Registrar shall, where the company has ceased to be a limited life company by virtue of subsection
(1)(b) or (c), issue to the company a certificate of
incorporation altered to meet the circumstances of
the case; and

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(b) the certificate issued by virtue of section 198B(2)
ceases to have effect.
(3) A special resolution passed for the purpose of
subsection (1) (c) has no effect until a certificate of incorporation is
issued by the Registrar under subsection (2) (a).
(Inserted by Ord. 1 of 1993)
198G. Notwithstanding section 185(2), the provisions of section
38 shall apply to a limited life company.
(Inserted by Ord. 1 of
1993)

Section 38 to
apply to a
limited life
com
pany
198H. In this Part, unless the context otherwise requires, “transfer”
means with respect to any shares, the transfer, sale, assignment,
mortgage, creation or permission to subsist of any pledge, lien,
charge or encumbrance over, grant of any option, interest or other
rights in, or other disposition of any such shares, any part thereof
or any interest therein, whether by agreement, operation of law or
otherwise.
(Inserted by Ord. 1 of 1993)
Definition

PART VIII
C
ONFIDENTIAL RELATIONSHIPS
IN RELATION TO EXEMPTED COMPANIES
199. In this Part, unless the context otherwise requires—
Inter pretation
“bank” and “financial institution” have the meanings ascribed to them in the Banking Ordinance;
Cap. 118
“business of a professional nature” includes the relationship between a professional person and a principal, however the
latter may be described;
“confidential information” includes information concerning any property which the recipient thereof is not, otherwise than
in the normal course of business, authorised by the principal
to divulge;
“criminal” in relation to an offence means an offence contrary to the criminal law of the Islands;
“normal course of business” means the ordinary and necessary routine involved in the efficient carrying out of the instruc-
tions of a principal including compliance with such laws
and legal process as arises out of and in connection there-
with and the routine exchange of information between
licensees;

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“principal” means a person who has imparted to another
confidential information in the course of the transaction of
business of a professional nature;
“professional person” includes a public or government official, a bank, a trust company, an attorney, an accountant, an estate
agent, an insurer, a broker and every kind of commercial
agent and adviser whether or not answering to the above
descriptions and whether or not licensed or authorised to act
in that capacity and every person subordinate to or in the
employ or control of such person for the purpose of his
professional activities;
“property” includes every present, contingent and future interest or claim, direct or indirect, legal or equitable, positive or
negative, in any money, moneys worth, realty or personalty,
movable or immovable, rights and securities thereover and
all documents and things evidencing or relating thereto.
(Amended by L.N. 41/1994)
200. (1) Subject to subsection (2), this Part has application to all
confidential information with respect to business of a professional
nature of an exempted company which arises in or is brought into
the Islands and to all persons coming into possession of such
information at any time thereafter whether they be within the
jurisdiction or thereout. Application and
sco pe
(2) This Part of this Ordinance has no application to the
seeking, divulging or obtaining of confidential information—
(a) in compliance with the directions of the Supreme Court pursuant to section 201;
(b) by or to— (i) any professional person acting in the normal course of business or with the consent, express
or implied, of the relevant principal;
(ii) a police officer of the rank of Inspector or above investigating an offence committed or
alleged to have been committed within the
jurisdiction;
(iii) a police officer of the rank of Inspector or above, specifically authorised by the Governor
in that behalf, investigating an offence com-
mitted or alleged to have been committed out-
side the Islands, which offence, if it had been
committed in the Islands, would have been an
offence against its laws;
(iv) the Permanent Secretary, Finance, or, in rela- tion to particular information specified by the

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Governor, such other person as the Governor
may authorise;
(Amended by L.N. 41/1994)
(v) a bank or financial institution in any proceed-
ings, cause or matter when and to the extent to
which it is reasonably necessary for the protec-
tion of the bank’s interest, either as against its
customers or as against third parties in respect
of transactions of the bank or financial institu-
tion for or with its customers;
(vi) the relevant professional person with the approval of the Permanent Secretary, Finance,
when necessary for the protection of himself or
any other person against crime;
(Amended by
L.N. 41/1994)

(c) in accordance with the provisions of this or any other Ordinance.
201. (1) Whenever a person intends or is required to give in
evidence in, or in connection with, any proceeding being tried,
inquired into or determined by any court, tribunal or other
authority (whether within or without the Islands) of any
confidential information within the meaning of this Part of this
Ordinance, he shall before so doing apply for directions and any
adjournment necessary for that purpose shall be granted.
(Amended
by Ord. 11 of 1989)
Directions
regarding the
giving in
evidence of
confidential
information
(2) Application for directions under subsection (1) shall be
made to, and be heard and determined by, a Judge of the Supreme
Court sitting alone and in camera. At least seven days’ notice of
any such application shall be given to the Attorney General and, if
the Judge so orders, to any person in the Islands who is a party to
the proceedings in question. The Attorney General may appear as
amicus curiae at the hearing of any such application and any party
on whom notice has been served as aforesaid shall be entitled to be
heard thereon, either personally or by counsel.
(3) Upon hearing an application under subsection (2) a
Judge shall direct—
(a) that the evidence be given; or
(b) that the evidence shall not be given; or
(c) that the evidence be given subject to conditions which he may specify whereby the confidentiality
of the information is safeguarded.
(4) In order to safeguard the confidentiality of a statement,
answer or testimony ordered to be given under subsection (3) (c) a
Judge may order—

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(a) divulgence of the statement, answer or testimony to
be restricted to certain named persons;
(b) evidence to be taken in camera;
(c) reference to the names, addresses and descriptions of any particular persons to be by alphabetical
letters, numbers or symbols representing such per-
sons, the key to which shall be restricted to persons
named by him.
(5) Every person receiving confidential information by
operation of subsection (2) is as fully bound by the provisions of
this Part of this Ordinance as if such information had been
entrusted to him in confidence by a principal.
(6) In considering what order to make under this section a
Judge shall have regard to— (a) whether such order would operate as a denial of the rights of any person in the enforcement of a just
claim;
(b) any offer of compensation or indemnity made to any person desiring to enforce a claim by any per-
son having an interest in the preservation of secrecy
under this Part of this Ordinance; and
(c) in any criminal case, the requirements of the inter- ests of justice.
(7) In this section, unless the context otherwise requires—
“court” includes a Judge and a Magistrate, and, except arbitrators, all persons legally authorised to take evidence;
“given in evidence” and its cognates means make a statement, answer an interrogatory or testify during or for the purposes
of any proceedings;
“proceeding” means any court proceeding, civil or criminal, and includes a preliminary or interrogatory matter leading to or
arising out of a proceeding.
202. (1) Subject to the provisions of section 200(2), whoever—
Offences and penalties
(a) being in possession of confidential information
however obtained;
(i) divulges it; or
(ii) attempts, offers or threatens to divulge it; or
(b) wilfully obtains or attempts to obtain confidential information,

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shall be guilty of an offence and liable on summary conviction to a
fine of $5,000 and to imprisonment for two years.
(2) Whoever commits an offence under subsection (1) and
receives or solicits on behalf of himself or another any reward for
so doing shall be liable to double the penalty therein prescribed
and to a further fine equal to the reward received and also to
forfeiture of the reward.
(3) Whoever, being in possession of confidential
information clandestinely, or without the consent of the principal,
makes use thereof for the benefit of himself or another shall be
guilty of an offence and on summary conviction liable to the
penalty prescribed in subsection (2) and for that purpose any profit
accruing to any relevant transaction shall be regarded as a reward.
(4) Whoever being a professional person, entrusted as such
with confidential information, the subject of the offence, commits
an offence under subsection (1), (2) or (3) shall be liable to double
the penalty therein prescribed.
(5) For the removal of doubt it is declared that, subject to
subsection (2) of section 200, a bank which gives a credit
reference in respect of a customer without first receiving the
authorisation of that customer shall be guilty of an offence under
subsections (1) and (4).
203. The Governor may make regulations for the administration
of this Part of this Ordinance.
Regulations
204. No prosecution shall be instituted under this Part of this
Ordinance without the consent of the Attorney General. Attorney
General’s fiat

P
ART IX
T
RANSFER OF COMPANIES FROM AND TO ANOTHER JURISDICTION
205. (1) Subject to subsection (10) a company incorporated as a
company or corporation under the laws of any country other than
the Islands, or of any jurisdiction within any such country other
than the Islands (in this section referred to as a “foreign
company”), may if it appears to the Registrar that there is no
provision in the law of that country or jurisdiction preventing such
application, apply to the Registrar to be registered as being
continued in the Islands as if it had been incorporated as an
exempted company under this Ordinance.
Continuation in
the Islands of
company
incorporated
elsewhere
(2) An application for registration as an exempted company
in accordance with subsection (1) shall be made in the manner
prescribed in Part II of this Ordinance provided that the

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requirement that an application be accompanied by the original
memorandum of association, if any, shall be deemed to be
complied with if the application is accompanied by a certified
copy of the charter, statutes or memorandum and articles of the
company or other instrument constituting or defining the
constitution of the company, and if the instrument is not written in
the English language, a certified translation thereof, and shall also
be accompanied by such fee as would be payable if the foreign
company was being incorporated as an exempted company under
Part VII of this Ordinance.
(3) Such application shall in addition be supported by such
material as the Registrar may require to satisfy himself—
(a) that such application is not prohibited by the coun-try or jurisdiction in which the foreign company has
been incorporated; and
(b) that the consent of such number or proportion of the shareholders, debenture-holders and creditors of the
foreign company as may be required by the laws of
the country or jurisdiction of incorporation to such
application has been obtained.
(4) Subject to the provisions of this Ordinance the Registrar
may in his discretion grant a permit for the registration of such
foreign company as one which may be continued as an exempted
company in the Islands:
Provided that no such permit for the registration of a foreign
company may be granted if— (a) its winding up has commenced;
(b) a receiver of its property has been appointed;
(c) there is any scheme or order in relation thereto whereby the rights of creditors are suspended or
restricted; or
(d) any proceedings for breach of the laws of the coun- try or jurisdiction of incorporation have been com-
menced against such foreign company, not being
proceedings arising out of an event which on the
date of the occurrence thereof did not constitute
such a breach.
(5) A permit for the registration of a foreign company as
one which may be continued as an exempted company in the
Islands shall be endorsed on the memorandum submitted to the
Registrar and shall be in such form as the Registrar shall determine
and such memorandum endorsed with the permit shall as soon as
possible be returned to the applicant or the person or persons
acting on its behalf.

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(6) If such permit is endorsed on the memorandum of a
foreign company such company may, within three years after the
date of the grant of the permit, file the memorandum with the
Registrar, who before accepting such memorandum for filing shall
satisfy himself that it is duly endorsed with a permit and that it
conforms with the requirements of this Ordinance.
(7) Upon the due filing of the memorandum the Registrar
shall retain and forthwith register the memorandum and the name
of the company, specifying that it is registered as an exempted
company in a register of foreign companies in the Islands, and
shall then forthwith issue under his hand and seal a certificate of
continuation in the Islands with the date of registration and its
status as an exempted company specified therein and, subject to
this section, upon the issue of such certificate of continuation the
company shall be deemed thereafter to be a company incorporated
under this Ordinance and domiciled in the Islands so, however that
it may within a period of six months from the date of registration
in writing elect to continue to be subject to the laws of the juris-
diction under which it was constituted, whereupon the company
shall continue to be subject to the laws of that jurisdiction as they
had effect upon the date of the first application for registration
save in so far as those laws upon that date conferred upon the
company a right or a power which may not be granted under this
Ordinance.
(8) The registration of a company under this section shall
not operate—
(a) to create a new legal entity;
(b) to prejudice or affect the continuity of the company;
(c) to affect the property of the company;
(d) to render defective any legal or other proceedings instituted or to be instituted, by or against the com-
pany or any other person.
(9) Upon the registration of a company under this section— (a) so much of its constitution as would, if it had been incorporated under this Ordinance, have been
required by this Ordinance to be included in its
memorandum of association shall be deemed to be
the registered memorandum of association of the
company; and
(b) so much of its constitution as does not, by virtue of the preceding paragraph, comprise its memorandum
of association shall be deemed to be the registered
articles of association of the company, and shall be
binding on the company and its members accord-
ingly save in so far as the company has after its

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registration made an election in writing under sub-
section (7) to continue to be subject to the laws of
the jurisdiction under which it was constituted.
(10) No company which could not have been incorporated
under this Ordinance shall be registered under this section.
(11) The provisions of Part VII of this Ordinance shall be
applied to such foreign company registered as being continued in
the Islands.
(12) In this section “company” includes any entity having a
legal personality separate and distinct from its members or
founders.
206. (1) A company registered under this Ordinance may, where
the laws of such country or jurisdiction so allow, upon obtaining
the consent of the Registrar apply to the proper officer of any
country other than the Islands or any jurisdiction within such
country for an instrument of continuation permitting such
company to continue in being as if it had been incorporated under
the laws of that other country or jurisdiction; and on and after the
date of the instrument of continuation the company shall become a
company under the laws of that other country or jurisdiction and
be domiciled therein and shall be subject to such laws as permitted
or required (as the case may be) by the laws of that other country
or jurisdiction.
Continuation
outside Islands
of company
incorporated
under this
Ordinance
(2) No company may apply to the Registrar for his consent
under subsection (1) unless—
(a) the holders of not less than three quarters of the debentures of the company, if any, of each class,
and where any shares of the company are in exis-
tence, holders of not less than three quarters of such
shares of each class, have authorised such applica-
tion; and
(b) the company has caused to be published in the Gazette not less than fourteen days before submit-
ting an application to the Registrar a notice of its
intention to make such application; and
(c) it lodges with the Registrar an affidavit sworn by a director of the company in which are set out the
names and addresses of its creditors and the total
amount of its indebtedness to creditors.
(3) The Registrar shall not give his approval to a company
applying for its continuation in another country or jurisdiction
unless he is satisfied that— (a) the requirements of subsection (2) have been com-plied with;

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(b) the intended transfer of domicile is unlikely to be
detrimental to the rights or proper interests of any
of the creditors of the company; and
(c) the company at the time of such application is not in breach of any of its duties or obligations under this
Ordinance,
and may make his approval conditional upon such provisions as he
thinks necessary being made by the company to safeguard the
rights and proper interests of any member, debenture-holder or
creditor of the company or any such class of such members,
debenture-holders or creditors or upon the company taking such
steps as he considers necessary to remedy any such breach as
aforesaid.
(4) Upon an instrument of continuation continuing the
company in another country or jurisdiction being executed by the
proper officer of that country or jurisdiction, the company shall
forthwith notify the Registrar of the particulars of such instrument
and the company shall be deemed to have ceased to be a company
incorporated in the Islands from the date when its continuation in
that other country or jurisdicti on takes effect, and the Registrar
shall remove its name from the register:
Provided that nothing in this subsection shall—
(a) prevent such a company from being registered in the Islands as a foreign company at any time after it
has ceased to be a company incorporated in the
Islands; or
(b) take away or affect the jurisdiction of any court in the Islands to hear and determine any proceedings
commenced therein by or against the company
before it ceased to be a company registered in the
Islands.
(5) For the purposes of this section— (a) a person who has, in the Islands or elsewhere, commenced proceedings against a company, other
than proceedings to recover a debt alleged to be
owed by the company to the taxation or revenue
authority of any country or jurisdiction, or has
counter claimed against a company in proceedings
commenced by the company shall be deemed to be
a creditor of the company;
(b) no person shall be deemed to be a creditor of a company in respect of any debt owed to the taxa-
tion or revenue authority of any country or jurisdic-
tion.

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PART X
C
OMPANIES INCORPORATED OUTSIDE THE ISLANDS
C
ARRYING ON BUSINESS W ITHIN THE ISLANDS
207. This Part shall apply to all foreign companies, that is to say,
all bodies corporate incorporated outside the Islands which after
the commencement of this Ordinance established a place of
business, or commence carrying on business (which expression in
this Part includes, without limiting its generality, the sale by or on
behalf of a foreign company of its shares or debentures) within the
Islands, and all bodies corporate incorporated outside the Islands
which before the commencement of this Ordinance established a
place of business, or carried on business within the Islands and
continues to carry on or have an established place of business
within the Islands at the date of commencement of this Ordinance.
Definition of
foreign
com
panies
208. (1) Every foreign company shall within one month after
becoming a foreign company as herein defined, deliver to the
Registrar for registration— Documents, etc.
to be delivered to
Registrar by
foreign
com
panies
(a) a copy, certified under the public seal of the coun- try, city, place or Registrar under the laws of which
the foreign company has been incorporated, of its
charter, statutes or memorandum and articles of
association or other instrument constituting or
defining its constitution and if the instrument is not
written in the English language a certified transla-
tion thereof;
(b) a list of its directors containing such particulars with respect to the directors as are by this Ordi-
nance required to be contained with respect to
directors in the register of the directors of a
company;
(c) the names and addresses of some one or more than one person resident in the Islands authorised to
accept on its behalf service of process and any
notices required to be served on it; and
(d) shall pay to the Registrar a fee of $250 upon regis- tration and thereafter a similar fee upon each anni-
versary of such registration.
(2) Any person for the time being notified under paragraph
(c) of subsection (1) to the Registrar by any foreign company shall
be deemed to be the person upon whom service on that company
of any process, notice or other document may be made.
(Inserted
by Ord. 11 of 1989)

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209. Repealed by Ord. 21 of 1992. Repealed
210. (1) Upon compliance with the provisions of section 208,
the Registrar shall issue a certificate under his hand and seal of
office that the company is registered under this Ordinance. Registration of
foreign
companies
incorporated in a
forei
gn countr y
(2) A certificate of registration of a company issued under
this section shall be conclusive evidence that compliance has been
made with all the requirements of this Ordinance in respect of
registration.
211. If in the case of any foreign company any alteration is made
in—
Return to be
delivered to
Registrar where
documents, etc.,
altered
(a) its charter, statutes or memorandum and articles of association or any such inst ruments as aforesaid; or
(b) the names or addresses of the persons authorized to accept service on its behalf;
the foreign company shall within twenty-one days after the date on
which particulars of the alterations could, in due course of post and
if dispatched with due diligence, have been received in the Islands
from the place where the foreign company is incorporated, deliver
to the Registrar for registration a return containing the particulars
of the alteration.
212. (a) Every foreign company shall state the country in
which the foreign company is incorporated in every
prospectus inviting subscriptions for its shares or
debentures in the Islands;
Obligation to
state name of
company,
whether limited,
and country
where
incor
porated (b) Every foreign company shall—
(i) conspicuously exhibit on every place where it carries on business in the Islands the name of
the foreign company or company incorporated
in a foreign country and the country in which it
is incorporated; and
(ii) cause the name of the foreign company or com- pany incorporated in a foreign country 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 or company incorporated in a foreign
country is limited, cause notice of that fact to be
stated in legible characters in every such pro-
spectus as aforesaid and on all its bill heads,
letter paper, notices, advertisements and other

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official publications in the Islands, and to be
affixed on every place where it or its agents
carries on its business in the Islands.
213. Any process or notice required to be served on a foreign
company or company incorporated in a foreign country shall be
sufficiently served if addressed to any person whose name has
been delivered to the Registrar under the provisions of paragraph
(c) of section 208 or paragraph (b) of section 211 and left at or sent
by post to the address which has been so delivered:
Service on
foreign company
to which Part X
a
pplies
Provided that—
(a) where any such foreign company or company incorporated in a foreign country makes default in
delivering to the Registrar the name and address of
a person resident in the Islands who is authorised to
accept on behalf of the foreign company or com-
pany incorporated in a foreign country service of
process or notices; or
(b) if at any time all the persons whose names and addresses have been so delivered are dead or have
ceased to reside, or refuse to accept service on
behalf of the company, or for any reason cannot be
served,
a document may be served on the foreign company or company
incorporated in a foreign country by leaving it at or sending it by
post to any place of business established in the Islands by the
foreign company.
214. (1) Any deed of any foreign company which may be
executed out of the Islands may be registered in the Islands if
executed under the common seal of such foreign company in the
presence of one witness at least; if—
Deeds executed
out of and within
the Islands
(a) the execution of such deed, and the seal thereto affixed is the common seal of the foreign company;
and
(b) the same was affixed thereto by the authority of the board of directors or officers of such foreign com-
pany and in conformity with the articles of associa-
tion of such foreign company; and
(c ) there is affixed the signature of the directors,
secretary or officers to any such deed (where such
signatures are required by the charter, statutes,
memorandum or articles of association of such
foreign company),
and the signatures to such deed of the directors, secretary or
officers by whom such seal may have been affixed, may be proved

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by the affidavit or solemn declaration of one of such witnesses or
of the directors, secretary, or other officers affixing such seal, to be
sworn or made before a notary public.
(2) Every deed made in the Islands on behalf of any such
foreign company and executed under the hand of any person
empowered by instrument in writing under the common seal of
such foreign company either generally or in respect of any
specified matters, as its attorney to execute deeds on its behalf in
the Islands, shall be binding on such foreign company and shall
have the same effect as if it were under the common seal of the
foreign company.
215. If any foreign company ceases to have a place of business
in the Islands it shall forthwith give notice of the fact to the
Registrar, and as from the date on which notice is so given the
obligation of the foreign company to deliver any document to the
Registrar shall cease:
Removing
company’s name
from re
giste r
Provided that 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 the Islands he may close the file of the foreign
company and thereupon the obligation of the foreign company to
deliver any document to the Registrar shall cease.
216. If any foreign company or company incorporated in a
foreign country fails to comply with any of the foregoing
provisions of this Part, the foreign company or company incorpo-
rated in a foreign country and every officer or agent of the foreign
company or company incorporated in a foreign country shall be
guilty of an offence and liable on summary conviction to a fine of
$500 or in the case of a continuing offence to a fine of $50 for
every day during which default continues.
Penalties for
failing to comply
with provisions
of Part X
217. For the purpose of this Part— Interpretation of
Part X
“director”, in relation to a foreign company, includes any person in
accordance with whose directions or instructions the direc-
tors of the foreign company are accustomed to act; and
“place of business” includes a share transfer or registration office.

P
ART XI
A
PPLICATION OF ORDINANCE TO COMPANIES FORMED OR
REGISTERED IN THE ISLANDS PRIOR TO THIS ORDINANCE
218. In the application of this Ordinance to existing companies,
it shall be the same manner—
Application to
existing
com
panies

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(a) in the case of a limited company, other than a com-
pany limited by guarantee, as if the company had
been formed and registered under this Ordinance as
a company limited by shares;
(b) in the case of a company limited by guarantee, as if the company had been formed and registered under
this Ordinance as a company limited by guarantee;
and
(c) in the case of a company other than a limited com- pany, as if the company had been formed and reg-
istered under this Ordinance as an unlimited
company.
219. A reference express or implied, to the date of incorporation
of an existing company shall be construed as a reference to the
date on which the company was incorporated and recorded under
the provisions of the law at that time in force in the Islands.
Date of
incor poration
220. The articles of association of an existing company shall so
far as the same are not contrary to any express provisions of this
Ordinance remain in force until altered or rescinded. Articles of
association
remain
221. Expired.

PART XII
G
ENERAL
222. The Registrar may at any time and from time to time
prohibit the sale of any shares or debentures of any foreign
company or exempted company in the Islands or any invitation in
the Islands to subscribe for any shares or debentures of a foreign
company or exempted company and in the event of any violation
by a foreign company or exempted company of such prohibition
the foreign company or exempted company and each of its
directors and officers shall be guilty of an offence and liable on
summary conviction to a fine of $1,000 and also in respect of an
offence by any director or officer to imprisonment for three
months.
Power of
Registrar to
prohibit sale of
securities
222A. (1) The Registrar shall maintain under appropriate
conditions all documents and papers lodged with him under this
Ordinance and shall keep in a separate file or bundle the
documents and papers relating to each company. He shall also
keep such other indices, registers and records as are required for
the efficient discharge of his responsibilities. Maintenance of
company records
and public
inspection
thereof

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(2) Any person at any time during the prescribed hours,
may, on the payment of the prescribed fee, inspect any index,
register or record maintained under subsection (1) or the contents
of any file or bundle relating to any company and obtain a copy of
any document therein.
(3) The Registrar, if he finds it convenient so to do, may at
the request of any person and on the payment of the prescribed
fee—
(a) search a file or bundle in his custody;
(b) make any facsimile, reproduction or copy of any document in his custody or any extract from such
document;
(c) report on a search made by him and transmit it or any copy, document or extract made by him by mail
or any electronic means.
(Inserted by Ord. 11 of 1989)
223. The Registrar may at any time between 10:00 a.m. and
12:00 noon, and 2:00 p.m. and 4:00 p.m. on any business day
(Saturdays, Sundays, and any Public Holiday excluded) at the
registered office of any company examine the certificate of
incorporation, the register of members, the register of mortgages
and the register of directors of that company and any person,
without excuse, the burden of proof of which shall be on that
person, hindering the Registrar from or in his examination shall be
guilty of an offence and liable upon summary conviction to a fine
of $200 and to imprisonment for two months. Power of
Registrar to
examine
re
gisters
224. The Governor may make regulations for carrying out the
purposes of this Ordinance and, without prejudice to the generality
of the foregoing, may make regulations prescribing— Regulations
(a) the form of any document;
(b) any fee that may be prescribed under this Ordinance and such other fees to be paid for doing, or for-
bearing from doing anything;

(c) the days and hours during which the office of the Registrar shall be open for business of any class;
(d) the conditions upon which members of the public have access to any file, bundle or document in his
custody;
(e) such other things as may be incidental to, or condu- cive of, such purposes.
(Inserted by Ord. 11 of 1989 a nd Amended by Ord. 4 of 1989)
225. Expired.

Companies CAP. 122 117 Revision Date: 15 May 1998

LAWS OF TURKS &
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226. Nothing in this Ordinance shall be construed so as to relieve
any company of its obligation under any other Ordinance to apply
for, obtain and observe the conditions of any licence required by
any such Ordinance as a condition for the carrying on of any
particular kind of business. Requirement as
to licences under
an
y other law
227. (1) The Registrar shall not be liable for any act done, or
omission made, by him in good faith and without recklessness in
the performance of his duties and the exercise of his powers and
discretions under this Ordinance. Registrar to have
certain
immunities
(2) The provisions of this section are in addition to, and not
in derogation from, the provisions of section 178.
(Inserted by Ord. 11 of 1989)
____________

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FIRST SCHEDULE
(First Schedule repealed by section 3 (b) of Ord. 4 of 1994)
SECOND SCHEDULE T
ABLE “A”
Regulations for the Operation and Management of a Company
which may be Incorporated by Referen ce in its Articles of Association.
1. (1) In these Regulations “the Ordinance” means the Companies
Ordinance.
(2) Where any provision of the Ordinance is referred to, the refer-
ence is to that provision as modified by any Ordinance for the time being in
force.
Interpretation
2. In these Regulations unless there be something in the subject or
context inconsistent therewith––
“Auditor” means the person for the time being performing the duties of auditor of the Company and includes any individual or partnership;
“the Company” means the Company for which these Articles are approved and confirmed;
“Debenture” means debenture stock, mortgages, bonds and any other such securities of the Company whether constituting a charge on the
assets of the Company or not;
“Directors” means the directors for the time being of the Company;
“Member” means the person or corporation or body corporate or partner- ship registered in the Register as the holder of shares in the Com-
pany and, when two or more persons are so registered as joint
holders of shares, means the person whose name stands first in the
Register as one of such holders;
“Month” means calendar month;
“Notice” means written notice unless otherwise specifically stated;
“Paid-up” means paid up and credited as paid-up;
“Register” means the register of members to be kept pursuant to section 38 of the Ordinance;
“Registered Office” means the registered office for the time being of the
Company;
“The Seal” means the common seal of the Company;

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“Secretary” means the pers on appointed to perform the duties of Secretary
of the Company and in cludes any Assistant or Acting Secretary;
“Special resolution and ordinary resolution” has the meaning assigned thereto by the Ordinance;
“Written and In Writing” shall unless th e contrary intention appears, be
construed as including printing, lithography, photography, repro-
duction and other modes of representing words in a visible form;
Words importing the singular number only include the plural number, vice versa;
Words importing the masculine gender only include the feminine gender;
Words importing persons include corporations.
3. The business of the Company ma y be commenced as soon after
the incorporation of the Company as the Directors shall think fit, and
notwithstanding that only part of the shares may have been allotted.
4. The Directors may pay out of the capital or other monies of the
Company, all expenses incurred in or about the formation and establish-
ment of the Company including the expenses of registration.
5. None of the funds of the Company shall be used for the purchase
of or as a loan on the security of any of the shares of the Company.
Shares
6. The shares shall be under the control of the Directors who may
allot or otherwise dispose of the same to such persons, on such terms and
conditions, and at such times as the Directors think fit.
7. Subject to the provisions, if any, in that behalf of the Memoran-
dum of Association and to regulation 18 hereof or to any direction that may
be given by the Company in general meeting and without prejudice to any
special rights previously conferred on the holders of existing shares, any
share may be issued with such preferred, deferred or other special rights, or
such restrictions, whether in regard to dividend, voting, return of share
capital or otherwise as the Company may from time to time by special
resolution determine.
8. The Company shall maintain a re gister of its members and every
person whose name is entered as a memb er in the register of members shall
be entitled without payment to receive within two months after allotment or
lodgement of transfer (or within such other period as the conditions of issue
shall provide) one certificate for all of his shares or several certificates each
for one or more of his shares. Every certificate shall be under the seal and
shall specify the shares to which it relates and the amount paid thereon.
Provided that in respect of a share or shares held jointly by several persons

Companies CAP. 122 121 Revision Date: 15 May 1998 [Table A] LAWS OF TURKS &
CAICOS ISLANDS

the Company shall not be bound to issue more than one certificate and
delivery of a certificate for a share to one of the several joint holders shall
be sufficient delivery to all such holders.
9. Save as herein otherwise provided, the Company shall be entitled
to treat the registered holder of any share as the ab solute owner thereof, and
accordingly shall not, except as ordered by a court of competent jurisdic-
tion, or as provided by any Ordinance, be bound to recognise any equitable
or other claim to or interest in such share on the part of any other person.
Certificate for Shares
10. Every person whose name is entered as a member in the register of
members shall, without payment, be en titled to a certificate under the seal
of the Company and signed by a Director and countersigned by the
Secretary or another Director specifyin g the share or shares held by him
and the amount paid up thereon:
Provided that in respect of a share or shares held jointly by several
persons the Company shall not be bound to issue more than one certificate
and delivery of a certificate for a share to one of several joint holders shall
be sufficient delivery to all.
11. If any certificate be worn out or defaced, then upon production
thereof to the Directors, they may order the same to be cancelled, and may
issue a new certificate in lieu thereof; and if any certificate be lost or
destroyed, then upon proof thereof to the satisfaction of the Directors, and
on such indemnity as the Directors seem adequate being given, a new
certificate in lieu thereof may be given to the party entitled to such lost or
destroyed certificate.
Transfer of Shares
12. The instrument of transfer shall be in a form approved by the
Board of Directors, and shall be executed by or on behalf of both the
transferor and transferee, and the transferor shall be deemed to remain the
holder of a share until the name of the transferee is entered in the Register
in respect thereof.
13. The Directors may decline to regi ster a transfer of any share on
which the Company has a lien. They may also decline to register a transfer
of any share to any person of whom they do not approve and they may also
decline to register a transfer of any share without assigning any reason
therefor; provided that if the Directors refuse to re gister a transfer they shall
notify the transferee within tw o months of such refusal.
14. The Directors may decline to reco gnise any instrument of transfer
unless it is accompanied by the certificat e of the shares to which it relates,

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and by such other evidence as the Directors may reasonably require to
show the right of the transf eror to make the transfer.
15. The joint holders of a share may transfer such share to any one or
more of such joint holders, and the joint holders of two or more shares may
transfer such shares or an y or either of them to one or more of such joint
holders, and the surviving holder or holders of any share or shares previ-
ously held by them jointly with a d eceased Member may transfer any such
share to the executors or administ rators of such deceased Member.
Transmission of Shares
16. The personal representatives of a deceased registered Member (not
being one of several joint holders) shall be the only person or persons
recognised by the Company as having any title to the shares registered in
the name of such deceased Member, and in case of the death of any one or
more of the joint registered holders of any registered share, the survivors
shall be the only persons recognised by the Company as having any title to
or interest in such shares.
17. Any person becoming entitled to a share in consequence of the
death or bankruptcy of a Member shall, upon such evidence being produced
as may from time to time be properly required by the Directors, have the
right either to be registered as a Memb er in respect of the share or, instead
of being registered himself, to make such transfer of the share as the
deceased or bankrupt person could have made; but the Directors shall, in
either case, have the same right to d ecline or suspend registration as they
would have in the case of a transfer of the share by the deceased or
bankrupt person before the death or bankruptcy.
Redeemable Shares
18. Subject to the provisions of the Memorandum of Association,
shares may be issued on the terms that they may, or at the option of the
Company may, be redeemed on such terms and in such manner as the
Company, before issue of the shares, may determine.
Bearer Shares
19. The Company may issue bearer shares, and the Directors may
accordingly, with respect to any shares which are fully paid up (in any case
in which they shall in their discretion think fit so to do), upon an applica-
tion in writing signed by the person registered as the holder of such shares
and authenticated by such affidavit, statutory declaration or other evidence
(if any) as the Directors may from time to time require as to the identity of
the person signing the request, and upon receiving the share certificate,
issue under seal at the expense in all respects of the person applying for the
same bearer shares duly stamped sta ting that the bearer is entitled to the
shares therein specified, and may, in any case in which such shares are so

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issued, provide by coupons or otherwise for the payment of the future
dividends or other money on the shares.
20. Subject to the provisions of th ese presents the bearer shall be
deemed to be a Member of the Company and shall be entitled to the same
privileges and advantages as he would have had if his name had been
included in the Register as the holder of the shares.
21. No person shall, as the holder of bearer shares, be entitled (1) to
sign a requisition for calling a meeting or to give notice of intention to
submit a resolution to the meeting or (2) to attend or vote by himself or his
proxy, or exercise any privilege as a member at a meeting, unless he shall
in case (1) before or at the time of lodging such requisition or giving such
notice of intention as aforesaid, or in case (2) three days at least before the
day fixed for the meeting have deposited at the Registered Office the bearer
shares in respect of which he claims to act, attend or vote as aforesaid, and
unless the bearer shares shall remain so deposited until after the meeting or
any adjournment thereof shall have been held.
Not more than one name shall be r eceived as that of the holder of a
bearer share.

(Note. There is no regulation 22 in the Ordinance as enacted.)
23. To any person so depositing a bear er share there shall be delivered
a certificate stating his name and address, and describing the shares
included in bearer shares so deposited, and bearing the date of issue of the
certificate, and such certificate shall entitle him, or his proxy duly
appointed, as hereinafter provided to attend and vote at any general meeting
held within three months from the date of the certificate in the same way as
if he were the registered holder of the shares specified in the certificate.
24. Upon delivery of the certificate to the Company th e bearer of the
certificate shall be entitled to receive th e bearer shares in respect of which
the certificate was given.
25. The holder of bearer shares shall not, save as aforesaid, be entitled
to exercise any right as a Member, unl ess (if called upon by any Director or
the Secretary so to do) he produces hi s bearer shares and states his name
and address.
26. The Directors may from time to time make regulations as to the
terms upon which, if they in their disc retion think fit, all new bearer shares
or coupons may be issued and in any case in which a bearer share or
coupon may have been worn out, defaced or destroyed.
27. The shares included in any bearer share shall be transferred by the
delivery of the share certificate with out any written transfer and without

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registration, and to shares so included the provisions hereinbefore con-
tained with reference to the transfer of and to the lien of the Company on
shares shall not apply.
28. Upon surrender of his bearer sh are certificate to the Company for
cancellation, the holder shall be entitled to have his name entered as a
Member in the Register in respect of the shares included in the bearers
share certificate, but the Company shall in no case be responsible for any
loss or damage incurred by any person by reason of the Company entering
in the Register upon the surrender of the bearer share certificate the name
of any person not the true and lawful owner of the bearer shares
surrendered.
Variation of Rights
29. If at any time share capital is divided into different classes of
shares, the rights attached to any cl ass (unless otherwise provided by the
terms of issue of the shares of that cl ass) may be varied with the consent in
writing of the holders of three-fourths of the issued shares of that class, or
with the sanction of a special reso lution passed at a separate general
meeting of the holders of the shares of the class. To every such separate
general meeting the provisions of these regulations relating to general
meetings shall mutatis mutandis apply, but so that the necessary quorum
shall be two persons at least holding or representing by proxy one-third of
the issued shares of the class and that any holder of shares of the class
present in person or by proxy may demand a poll.
30. The rights conferred upon the hol ders of the shares of any class
issued with preferred or other rights shall not, unless otherwise expressly
provided by the terms of issue of the sh ares of that class, be deemed to be
varied by the creation or issue of further shares ranking pari passu,
therewith.
Lien on Shares
31. The Company shall have a first and paramount lien and charge on
all shares (whether fully paid-up or not) registered in the name of a member
(whether solely or jointly with others) for all debts, liabilities or engage-
ments to or with the Company (whether presently payable or not) by such
person or his estate, either alone or jointly with any other person, whether a
member or not but the Directors may at any time declare any share to be
wholly or in part exempt from the provisions of this Article. The registra-
tion of a transfer of any such shar e shall operate as a waiver of the
Company’s lien (if any) thereon. The Company’s lien (if any) on a share
shall extend to all dividends or other monies payable in respect thereof.
32. The Company may sell, in such ma nner as the Directors think fit,
any shares on which the Company has a lien, but no sale shall be made
unless a sum in respect of which the lien exists is presently payable, nor

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until the expiration of fourteen days after notice in writing stating and
demanding payment of such part of the amount in respect of which the lien
exists as is presently payable, has been given to the registered holder or
holders for the time being of the share, or the person, of which the
Company has notice, entitled thereto by reason of his death or bankruptcy.
33. To give effect to any such sale the Directors may authorise some
person to transfer the shares sold to the purchaser thereof. The purchaser
shall be registered as the holder of the shares comprised in any such
transfer, and he shall not be bound to see to the application of the purchase
money, nor shall his title to the shares be affected by any irregularity or
invalidity in the proceedings in reference to the sale.
34. The proceeds of such sale sha ll be received by the Company and
applied in payment of such part of the amount in respect of which the lien
exists as is presently payable and the re sidue, if any, shall (subject to a like
lien for sums not presently payable as existed upon the shares before the
sale) be paid to the person entitled to the shares at the date of the sale.
Call on Shares
35. (a) The Directors may from time to time make calls upon the
Members in respect of any moni es unpaid on their shares
(whether on account of the nomi nal value of the shares or
by way of premium or otherwise) and not by the
conditions of allotment thereof made payable at fixed
terms, provided that no call shall exceed one-fourth of the
nominal value of the share or be payable at less than one
month from the date fixed for the payment of the last
preceding call, and each me mber shall (subject to
receiving at least fourteen days notice specifying the time
or times of payment) pay to the Company at the time or
times specified the amount called on the shares. A call
may be revoked or postponed as the Directors may
determine. A call may be made payable by instalments.
(b) A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call
was passed.
(c) The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
36. If a sum called in respect of a share is not paid before or on a day
appointed for payment thereof, the person from whom the sum is due shall
pay interest on the sum from the day appointed for payment thereof to the
time of actual payment at such rate not exceeding ten per centum per
annum as the Directors may determine, but the Directors shall be at liberty
to waive payment of such interest either wholly or in part.

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37. Any sum which by the terms of issue of a share becomes payable
on allotment or at any fixed date, whether on account of the nominal value
of the share or by way of premium or otherwise, shall for the purpose of
these Articles be deemed to be a call duly made, notified and payable on
the date on which by the terms of issue of the same becomes payable and in
the case of non-payment all the relevant provisions of these Articles as to
payment of interest forfeiture or othe rwise shall apply as if such sum had
become payable by virtue of a call duly made and notified.
38. The Directors may, on the issue of shares, differentiate between
the holders as to the amount of calls or interest to be paid and the times of
payment.
39. (a) The Directors may, if they think fit, receive from any
Member willing to advance the same, all or any part of the
monies uncalled and unpaid upon any shares held by him,
and upon all or any of the monies so advanced may (until
the same would but for such advances, become payable)
pay interest at such rate not exceeding (unless the
Company in general meeting shall otherwise direct) seven
per centum per annum, as may be agreed upon between
the Directors and the member paying such sum in
advance.
(b) No such sum paid in advance of calls shall entitle the member paying such sum to any portion of a dividend de-
clared in respect of any peri od prior to the date upon
which such sum would, but for such payment, become
presently payable.
Forfeiture of Shares
40. (a) If a Member fails to pay any call or instalment of a call or
to make any payment required by the terms of issue on the
day appointed for payment thereof, the Directors may, at
any time thereafter during such time as any part of the call,
instalment or payment remains unpaid, give notice requir-
ing payment of so much of the call, instalment or payment
as is unpaid, together with any interest which may have
accrued and all expenses that have been incurred by the
Company by reason of such non-payment. Such notice
shall name a day (not earlier than the expiration of
fourteen days from the date of giving of the notice) on or
before which the payment required by the notice is to be
made, and shall state that, in the event of non-payment, at
or before the time appointed, the shares in respect of
which such notice was given will be liable to be forfeited.
(b) If the requirements of any su ch notice as aforesaid are not
complied with, any share in respect of which the notice

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has been given may at any time thereafter, before the
payment required by the notice has been made, be for-
feited by a resolution of the Di rectors to that effect. Such
forfeiture shall include all dividends declared in respect of
the forfeited share and not actually paid before the for-
feiture.
(c) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit
and at any time before a sale or disposition the forfeiture
may be cancelled on such terms as the Directors think fit.
41. A person whose shares have b een forfeited shall cease to be a
Member in respect of the forfeited shares, but shall, notwithstanding,
remain liable to pay the Company all mo nies which, at the date of forfei-
ture, were payable by him to the Compan y in respect of the shares together
with interest thereon, but his liability shall cease if and when the Company
shall have received payment in full of all monies whenever payable in
respect of the shares.
42. A certificate in writing under the hand of one Director and the
Secretary of a Company that a share in the Company has been duly
forfeited on a date stated in the declar ation shall be conclusive evidence of
the fact therein stated as against all persons claiming to be entitled to the
share. The Company may receive the co nsideration given for the share on
any sale or disposition thereof and may execute a transfer of the share in
favour of the person to whom the share is sold or disposed of and he shall
thereupon be registered as the holder of the share and shall not be bound to
see to the application of the purchase money, if any, nor shall his title to the
share be affected by any irregularity or invalidity in th e proceedings in
reference to forfeiture, sale or disposal of the share.
43. The provisions of these regulations as to forfeiture apply in the
case of non-payment of any sum which, by the terms of issue of a share,
becomes payable at a fixed time, whet her on account of the nominal value
of the share or by way of premium as if the same had been payable by
virtue of a call duly made and notified.
Conversion of Shares into Stock
44. The Company may by ordinary resolution convert any paid-up
shares into stock and re-convert any stock into paid-up shares of any
denomination.
(a) The holders of stock may transfer the same, or any part thereof, in the same manner, and subject to the same
regulations as and subject to which, the shares from which
the stock arose might previously to conversion have been
transferred or as near theret o as circumstances admit; the
Directors may from time to time fix the minimum amount

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of stock transferable, but so that such minimum shall not
exceed the nominal amount of shares from which the
stock arose.
(b) The holders of stock shall, according to the amount of
stock held by them have the same rights, privileges and
advantages as regards dividends, voting at meetings of the
Company and other matters as if they held the shares from
which the stock arose, but no such privilege or advantage
(except participation in the dividends and profits of the
Company and in assets on winding up) shall be conferred
by an amount of stock which would not if existing in
shares have conferred that privilege or advantage.
45. Such of these presents as are a pplicable to paid up shares shall
apply to stock and the words “share” and “shareholder” herein shall include
“stock” and “stockholder”.

A
MENDMENT OF MEMORANDUM OF ASSOCIATION , CHANGE OF LOCATION
OF REGISTERED OFFICE AND ALTERATION OF CAPITAL
46. (a) Subject to and in so far as permitted by the provisions of
the Ordinance, the Company may from time to time by
ordinary resolution alter or amend its Memorandum of
Association otherwise than with respect to its name and
objects and may, without restricting the generality of the
foregoing––
(i) increase the share capital by such sum to be divided
into shares of such amount or without nominal or par
value as the resolution shall prescribe and with such
rights, priorities and privileges annexed thereto, as
the Company in general meeting may determine;
(ii) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
(iii) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of
Association subject to the provisions of the Ordi-
nance, and so that as between the holders of the
resulting shares one or more of such shares may by
the resolution by which the sub-division is affected
be given any preference or advantage as regards divi-
dend, capital, voting or otherwise over the others or
any other such shares;
(iv) cancel any shares which at the date of the passing of the resolution in that behalf have not been taken or
agreed to be taken by any person or which have been

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forfeited, and diminish the amount of its share capital
by the amount of the shares so cancelled.
(b) Subject to the provisions of the Ordinance the Company may by Special Resolution change its name or alter its
objects.
(c) Subject to the provisions of the Ordinance the Company may by Special Resolution red eem any of its shares, or
reduce its share capital, an y capital Redemption Reserve
Fund, or any share Premium Account.
(d) Subject to the provisions of the Ordinance the Company may by resolution of the Directors change the location of
its registered office.
47. The Company may from time to time by Special Resolution
reduce its share capital in any manner au thorised and with and subject to
any incident prescribed or allowed by law.
48. Anything done in pursuance of either of the last two preceding
regulations shall be done in manner provided and subject to any conditions
imposed by the Ordinance so far as they shall be applicable, and, so far as
they shall not be applicable, in accordance with the terms of the resolution
authorising the same, and, so far as such resolution shall not be applicable,
in such manner as the Directors deem most expedient. Whenever on any
consolidation Members shall be entitled to any fractions of shares the
Directors may sell all or any of such fractions and shall distribute the net
proceeds thereof amongst the Members entitled to such fractions in due
proportions. In giving effect to any such sale the Directors may authorise
some person to transfer the shares sold to the purchaser thereof and the
purchaser shall be registered as the holder of the shares comprised in any
such transfer and he shall not be bo und to see to the application of the
purchase money nor shall his title to the shares be affected by any irregu-
larity or invalidity in the proceedings relating to the transfer.
Borrowing Powers
49. The Directors may exercise all the powers of the Company to
borrow, raise or secure money and to mortgage or charge its undertaking,
property and uncalled capital, and to issue debentures and other securities,
whether outright or as collateral security for any debt, liability or obligation
of the Company or of any third party.
General Meetings
50. A general meeting shall be held once in every calendar year at
such time (not being more than fifteen months after the holding of the last
preceding general meeting or the date of the certificate of incorporation of
the Company in respect of the first m eeting) and place as may be resolved

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by the Company in general meeting, or, in default, at such time in the third
month following that in which the an niversary of the Company’s incorpo-
ration occurs, and at such place as the Directors shall appoint. In default of
a general meeting being so held, a general meeting shall be held in the
month next following, and may be convened by any two members in the
same manner as nearly as possible as that in which meetings are to be
convened by the Directors.
51. The above-mentioned general meeting shall be called the ordinary
general meeting; all other general m eetings shall be called extraordinary
general meetings.
52. The Directors may, when ever they think fit, and they shall on the
requisition of members of the Company holding at the date of the deposit
of the requisition not less than one-tenth of such of the paid-up capital of
the Company at the date of the deposit carrying the right to voting at
general meetings of the Company, pro ceed to convene a general meeting of
the Company.
53. When all the members in person or by proxy sign the minutes of
an ordinary or extraordinary general meeting the same shall be deemed to
have been duly held notwithstanding that the members have not actually
come together or that there may ha ve been technical defects in the
proceedings, and a resolution in writing in one or more parts signed by all
the members shall be as valid and effectual as if it had been passed at a
meeting of the members duly called and constituted.
Notice of General Meetings
54. Subject to the provisions of the Ordinance relating to special
resolutions, seven days’ notice at the least (exclusive of the day on which
the notice is served or deemed to be served, but inclusive of the day for
which notice is given) specifying the pl ace, the day and the hour of meeting
and, in case of special business, the ge neral nature of that business shall be
given in manner hereinafter provided, or in such other manner (if any) as
may be prescribed by the Company in general meeting, to such persons as
are, under the regulations of the Comp any, entitled to receive such notices
from the Company; but with the consent of all the members entitled to
receive notice of some particular mee ting, that meeting may be convened
by such shorter notice and in such ma nner as those members may think fit.
55. The accidental omission to give no tice of a general meeting to, or
the non-receipt of notice of a meeting by any person entitled to receive
notice shall not invalidate the pr oceedings of that meeting.
Proceedings at General Meeting
56. Save as provided by regulation 53 no business shall be transacted
at any general meeting unless a quorum of members is present at the time

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when the meeting proceeds to business: save as herein otherwise provided,
two members personally or by proxy present together representing
personally the majority of the issued share capital of the Company shall be
a quorum.
57. Save as provided by regulation 53 if within half an hour from the
time appointed for the meeting a quorum is not present, the meeting, if
convened upon the requisition of members, shall be dissolved: in any other
case it shall stand adjourned to the same day in the next week, at the same
time and place, and if at the adjour ned meeting a quorum is not present
within half an hour from the time appointed for the meeting the members
present shall be a quorum.
58. Save as provided by regulation 53 the Chairman, if any, of the
Board of Directors shall preside as Ch airman at every general meeting of
the Company or if there is no such Chairman, or if he shall not be present
within fifteen minutes after the time appointed for the holding of the
meeting, or is unwilling to act, the Di rectors present shall elect one of their
number to be Chairman of the meeting.
59. The Chairman may, w ith the consent of any general meeting duly
constituted hereunder, and shall if so directed by the meeting, adjourn the
meeting from time to time and from pl ace to place, but no business shall be
transacted at any adjourne d meeting other than the business left unfinished
at the meeting from which the adjour nment took place. When a general
meeting is adjourned for thirty days or more notice of the adjourned
meeting shall be given as in the case of an original meeting; save as
aforesaid it shall not be necessary to give any notice of an adjournment or
of the business to be transacted at an adjourned general meeting.
60. Save as provided by regulation 53 at any general meeting a
resolution put to the vote of the meeting shall be decided on a show of
hands, unless a poll is (before or on the declaration of the result of the show
of hands) demanded by at least three members present in person or by
proxy entitled to vote or by one member or two members so present and
entitled, if that member or those me mbers together hold not less than
fifteen per centum of the paid-up capital of the Company, and, unless a poll
is so demanded, a declaration by the Chairman that a resolution has, on a
show of hands, been carried, or carried unanimously, or by a particular
majority, or lost, and an entry to that effect in the book of the proceedings
of the Company, shall be conclusive evidence of the fact, without proof of
the number or proportion of the votes recorded in favour of, or against, that
resolution.
61. If a poll is demanded as aforesaid, it shall be taken in such manner
and at such time and place as the Ch airman of the meeting directs and
either at once, or after an interval or adjournment, or otherwise, and the
results of the poll shall be deemed to be the resolution of the meeting at
which the poll was demanded. The demand for a poll may be withdrawn. In

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case of any dispute as to the admission or rejection of a vote, the Chairman
shall determine the same, and such determination made in good faith shall
be final and conclusive.
Votes of Members
62. Subject to any rights or restrictions for the time being attached to
any class or classes of shares, on a s how of hands every member present, in
person at a general meeting shall have one vote and on a poll every member
shall have one vote for each share registered in his name in the register.
63. Votes may be given either personally or by proxy.
64. In the case of joint holders the vote of the senior who tenders a
vote, whether in person or by proxy, shall be accepted to the exclusion of
the votes of the other joint holders; an d for this purpose seniority shall be
determined by the order in which the names stand in the register of
members.
65. A member of unsound mind, or in respect of whom an order has
been made by any court, having jurisdiction in lunacy, may vote, whether
on a show of hands or on a poll, by his committee, receiver or legal
representative, or other person in th e nature of a committee, receiver or
legal representative appointed by that court, and any such committee,
receiver, legal representative or other person may on a poll, vote by proxy.
66. No member shall be entitled to vote at any general meeting unless
he is registered as a shareholder of the Company on the date of such
meeting nor unless all calls or other sums presently payable by him in
respect of shares in the Company have been paid.
67. No objection shall be raised to the qualification of any voter
except at the general meeting or adjourned general meeting at which the
vote objected to is given or tendered and every vote not disallowed at such
general meeting shall be valid for all purposes. Any such objection made in
due time shall be referred to the Chairman of the general meeting whose
decision shall be final and conclusive.
Proxies
68. The instrument appointing a proxy shall be in writing and shall be
executed under the hand of the appointer or of his attorney duly authorised
in writing, or if the appointer is a corporation, either under seal, or under
the hand of an officer or attorney duly authorised in that behalf. A proxy
need not be a member of the Company.
69. The instrument appointing a proxy and the power of attorney or
other authority, if any, under which it is signed or a notarially certified
copy of that power or authority, shall be deposited at the Registered Office

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of the Company or at such other place as is specified for that purpose in the
notice convening the general meeting not less than two hours before the
time for holding the meeting, or adjourned meeting.
70. The instrument appointing a proxy may be in any usual or com-
mon form and may be expressed to be for a particular meeting or any
adjournment thereof or generally until revoked. An instrument appointing a
proxy shall be deemed to include the power to demand or join or concur in
demanding a poll.
71. A vote given in accordance with th e terms of an instrument or
proxy shall be valid notwithstanding the previous death or insanity of the
principal or revocation of the proxy or of the authority under which the
proxy was executed or the transfer of shares in respect of which the proxy
is given provided that no intimation in writing of such death, insanity,
revocation or transfer as aforesai d shall have been received by the
Company at the office before commence ment of the general meeting, or
adjourned general meeting, at which it is sought to use the proxy.
72. Any corporation which is a me mber of the Company may in ac-
cordance with its Articles or in the absence of such provisions by resolution
of its Directors or other governing body authorise such person as it thinks
fit to act as its representative at any meeting of the Company or of any class
of members of the Company, and the person so authorised shall be entitled
to exercise the same power on behalf of the corporation which he repre-
sents as the corporation could exercise if it were an individual member of
the Company.
Directors
73. There shall be a Board of Direct ors consisting of not less than one
or more than ten persons (exclusive of Alternate Directors) provided
however that the Company may from time to time by ordinary resolution
increase or reduce the limit s in the number of Directors but so that there
shall not be less than one.
74. The Directors of the Company shall be elected at the first ordinary
meeting of the Company after incorpora tion, and in every subsequent year
at the first ordinary meeting of the year. They shall be elected for a year but
shall hold office until their successors are duly elected or until the office is
vacated as provided by regulation 95 . A Director shall not require any
qualification by way of holding any sh ares or other securities of the
Company.
75. The remuneration to be paid to the Directors shall be such remu-
neration as the Directors shall determine. Such remuneration shall be
deemed to accrue from day to day. The Directors shall also be entitled to be
paid their travelling, hotel and other expenses properly incurred by them in
going to, attending and returning from meetings of the Directors, or any

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committee of the Directors, or general meetings of the Company, or
otherwise in connection with the busine ss of the Company, or to receive a
fixed allowance in respect thereof as may be determined by the Directors
from time to time, or a combination partly of one such method and partly
the other.
76. No person shall be disqualified from the office of Director or
Alternate Director or prevented by such office from contracting with the
Company, either as vendor, purchaser or otherwise, nor shall any such
contract or any contract or transaction entered into by or on behalf of the
Company in which any Director or Alte rnate Director shall be in any way
interested or be liable to be avoided, nor shall any Director or Alternate
Director so contracting or being so interested be liable to account to the
Company for any profit realised by an y such contract or transaction by
reason of such Director holding offi ce or of the fiduciary relation thereby
established. A Director (or his Alternate Director in his absence) shall be at
liberty to vote in respect of any contr act or transaction in which he is so
interested as aforesaid: Provided Howeve r that the nature of the interest of
any Director or Alternate Director in any such contract or transaction shall
be disclosed by him or the Alternate Director appointed by him at or prior
to its consideration and any vote thereon.
77. A general notice that a Director or Alternate Director is a share-
holder of any specified firm or Company and is to be regarded as interested
in any transaction with such firm or Company shall be sufficient disclosure
under regulation 76 and after such general notice it shall not be necessary
to give special notice relating to any particular transaction.
Alternate Directors
78. Any Director may at any time appoint any other Director or any
other person approved by the Directors to be an Alternate Director of the
Company, and may at any time remove any Alternate Director so appointed
by him. An Alternate Director so appointed shall not be entitled to receive
any remuneration from the Company, nor be required to hold any qualifica-
tion but shall otherwise be subject to the provisions of these regulations
with regard to Directors. An Alternate Director shall (subject to his giving
to the Company an addres s in the Islands at which notices may be served
upon him) be entitled to receive notice of all meetings of the board and to
attend and vote as Director at any such meeting at which the Director
appointing him is not personally present and where he is a Director to have
a separate vote at meetings of Dir ectors on behalf of each Director he
represents in addition to his own vote and generally shall be entitled to
perform all the functions of his appoin ter as a Director in the absence of
such appointer. An Alternate Director shall ipso facto cease to be an
Alternate Director if his appointer ceas es for any reason to be a Director,
provided that if any Director retires but is re-elected by the meeting at
which such retirement took effect any appointment made by him pursuant
to this regulation which was in force immediately prior to his retirement

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shall continue to operate after his re-el ection as if he had not so retired. All
appointments and removals of Altern ate Directors shall be effected by
writing under the hand of the Director making or revoking such appoint-
ment left at the Registered Office.
Powers and Duties of Directors
79. The business of the Company shall be managed by the Directors
who may exercise all such powers of the Company as are not, by the
Ordinance or these regulations, required to be exercised by the Company in
general meeting, subject, nevertheless, to any regulations, being not
inconsistent with the aforesaid regulations or provisions as may be
prescribed by the Company in general meeting but no regulation made by
the Company in general meeting shall invalidate any prior act of the
Directors which would have been valid if that regulation had not been
made.
80. The Directors may from time to time and at any time by power of
attorney appoint any Company, firm, person or body of persons, whether
nominated directly or indirectly by the Directors, to be the attorney or
attorneys of the Company for such purpose and with such powers, authori-
ties and discretions (not exceeding those vested in or exerciseable by the
Directors under these regulations) and for such period and subject to such
conditions as they may think fit, and any such powers of attorney may
contain such provisions for the protection and convenience of persons
dealing with any such attorney as the Directors may think fit and may also
authorise any such attorney as the Directors may think fit to delegate all or
any of the powers, authorities and discretions vested in him.
81. The Directors may from time to time appoint one or more of their
body to the office of Managing Director or manager for such terms and at
such remuneration (whether by way of salary or commission or participa-
tion in profits, or partly in one way and partly in another) as they may think
fit but his appointment shall be subject to determination ipso facto if he
ceases from any cause to be a Director, or if the Company in general
meeting resolves that his tenure of the office of Managing Director or
manager be determined.
82. All cheques, promissory notes, drafts, bills of exchange and other
negotiable instruments and all receipt s for monies paid to the Company
shall be signed, drawn, accepted, endorsed or otherwise executed as the
case may be in such manner as the Dir ectors shall from time to time by
resolution determine.
83. The Directors shall cause minutes to be made in books provided
for the purpose––
(a) of all appointments of officers made by the Directors;

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(b) of the names of the Director s present at each meeting of
the Directors and of any committee of the Directors;
(c) of all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of
Directors; provided that any minutes of such meetings if
purporting to be signed by the Chairman thereof or by the
Chairman of the next succeedi ng meeting, shall be suffi-
cient evidence of the proc eedings without any further
proof of the facts therein stated.
Local Management
84. (a) The Directors may from time to time provide for the man-
agement of the affairs of th e Company abroad in such
manner as they shall think fit and the provisions contained
in the three next following paragraphs shall be without
prejudice to the general powers conferred by this para-
graph.
(b) The Directors from time to time and at any time may
establish any committee, local board or agency for man-
aging any of the affairs of the Company abroad and may
appoint any persons to be me mbers of such committee or
local board or any managers or agents and may fix their
remuneration.
(c) The Directors from time to time and at any time may
delegate to any such committee, local board, manager or
agent any of the powers, authorities and discretions for the
time being vested in the Directors and may authorise the
members for the time being of any such local board, or
any of them to fill any vacancies therein and to act not-
withstanding vacancies and any such appointment or
delegation may be made on such terms and subject to such
conditions as the Directors may think fit; the Directors
may at any time remove any person so appointed and may
annul or vary any such delegation, but no person dealing
in good faith and without notice of any such annulment or
variation shall be affected thereby.
(d) Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers,
authorities, and discretions for the time being vested in
them.
Proceedings of Directors
85. Save as provided by regulation 88 the Directors shall meet
together for the dispatch of business, convening, adjourning and otherwise
regulating their meetings as they think fit. Questions arising at any meeting

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shall be decided by a majority of votes of the Directors and Alternate
Directors present at a meeting at whic h there is a quorum; the vote of an
Alternate Director not being counted if his appointor be present at such
meeting. In case of an equality of votes, the Chairman shall have a second
or casting vote.
86. A Director or Alternate Direct or may, and the Secretary on the
requisition of a Director or Alternate Di rector shall, at any time summon a
meeting of the Directors by at least five days’ notice in writing to every
Director and Alternate Director (to wh ich the regulation relating to a notice
to members of a general meeting shall apply) unless notice is waived by all
the Directors (or their Alte rnates) either at, before or after the meeting is
held and PROVIDED FURTHER if notice is given in person, by telegram,
telefax, telex, cablegram or wireless the same shall be deemed to have been
given on the day it is delivered to the directors or transmitting organisation
as the case may be.
87. Save as provided by regulation 88 (also 85) the quorum necessary
for transaction of the business of the Directors may be fixed by the
Directors, and unless so fixed shall, when the number of Directors exceeds
three, be at least half the number of Directors and when the number of
Directors does not exceed three, be one Director.
88. When a majority of the Directors sign the minutes of a meeting of
the Directors the same meeting shall be deemed to have been duly held at
the date and time stated notwithstanding that the Directors have not
actually come or that there may have been technical defects in the pro-
ceedings and any resolution in writing in one or more parts, contained in
the said minutes, signed by those Direct ors shall be as valid and effectual as
if the resolution had been passed at a meeting of the Directors duly called
and constituted.
89. (a) A Director may be represented at any meetings of the
Board of Directors by a proxy appointed by him in which
event the presence or vote of the proxy shall for all pur-
poses be deemed to be that of the Director.
(b) The provisions of regulations 68, 69, and 70 shall mutatis
mutandis apply to the appointment of proxies by
Directors.
90. The continuing Directors may act notwithstanding any vacancy in
their body, but, if and so long as their number is reduced below the number
fixed by or pursuant to the regulations of the Company as the necessary
quorum of Directors, the continuing Directors may act for the purpose of
increasing the number of Directors to that number or of summoning a
general meeting of the Company, but for no other purpose.

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91. The Directors may delegate any of their powers to a committee
consisting of such member or members of their body as they think fit: any
committee so formed shall in the exercise of the powers so delegated
conform to any regulations that may be imposed on it by the Directors.
92. The Directors may elect a Chairm an of their meetings and deter-
mine the period for which he is to hold office, but if no such Chairman is
elected, or if at any meeting the Chairman is not present within five
minutes after the time appointed for holding the same, the Directors present
may choose one of their number to be Chairman of the meeting.
93. A committee may elect a Chairman of its meetings; if no such
Chairman is elected, or if at any mee ting the Chairman is not present within
five minutes after the time appointed for holding the same, the members
present may choose one of their number to be Chairman of the meeting.
94. A committee may meet and adjourn as it thinks proper. Questions
arising at any meeting shall be determ ined by a majority of votes of the
members present and in case of an e quality of votes the Chairman shall
have a second or casting vote.
95. All acts done by any meeting of th e Directors or of a committee of
Directors, or by any person acting as a Director, shall notwithstanding that
it be afterwards discovered that ther e was some defect in the appointment
of any such Director or person acting as aforesaid, or that they or any of
them were disqualified, be as valid as if every such person had been duly
appointed and was qualified to be a Director.
Vacation of Office of Director
96. The office of a Director shall be vacated:
(a) if he gives notice in writing to the Company that he resigns the office of Director;
(b) if he absents himself (without being represented by proxy or an Alternate Director ap pointed by him) from three
consecutive meetings of the Board of Directors without
special leave of absence from the Directors, and they pass
a resolution that he has by reason of such absence vacated
office;
(c) if he dies, becomes bankrupt or makes any arrangement or composition with his creditors generally;
(d) if he is found a lunatic or becomes of unsound mind.
Retirement of Directors
97. At the first and every subsequent Annual General Meeting of the
Company all of the Directors constitu ting the Board of Directors immedi-

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ately prior to such meeting shall be automatically retired from office and a
new Board of Directors shall be elected. All Directors so retired from office
automatically shall be eligible for election as Directors at the Annual
General Meeting.
98. The Company, at the Annual Gene ral Meeting at which a Director
is automatically retired in the manner af oresaid, may fill the vacated office
by electing a person thereto, and in default the retiring Director shall, if
offering himself for re-election, be deemed to have been re-elected unless
at such Annual General Meeting it is expressly resolved not to fill such
vacated office or unless a resolution fo r the re-election of such Director
shall have been put to the Annual General Meeting and lost.
99. The Directors shall have power at any time and from time to time
to appoint any person to be a Director , either to fill a casual vacancy or as
an addition to the existing Directors but so that the total amount of
Directors (exclusive of Alternate Direct ors) shall not at any time exceed the
number fixed in accordance with these regulations. Any Director appointed
under this regulation shall hold office only until the next following Annual
General Meeting and then shall be eligible for re-election.
100. The Company may by Ordinary Resolution remove any Director
before the expiration of his period of office and may by Ordinary Resolu-
tion appoint another person in his stead; the person so appointed shall be
subject to retirement at the same time as if he had become a Director on the
day on which the Director in whose place he is appointed was last elected a
Director.
Officers
101. The Company may have a Presid ent and shall have a Secretary
who may be an individual ordinarily resident in the Islands, or body
corporate whose registered office is situ ated in the Islands appointed by the
Directors who may also from time to ti me appoint such other officers as
they consider necessary, all for such terms, at such remuneration and to
perform such duties, and subject to su ch provisions as to disqualification
and removal as the Directors fr om time to time prescribe.
102. A provision of the Ordinance or these regulations requiring or
authorising a thing to be done by a Director and an officer shall not be
satisfied by its being done by the one person acting in the dual capacity of
Director and officer.
Presumption of Assent
103. A Director of the Company who is present at a meeting of the
Board of Directors at which action on any Company matter is taken shall
be presumed to have assented to the action taken unless his dissent shall be
entered in the Minutes of the meeting or unless he shall file his written

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dissent from such action with the pe rson acting as the Secretary of the
Meeting before the adjour nment thereof or shall forward such dissent by
registered mail to the Secretary of the Company immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favour of such action.
Seal
104. The Seal shall only be used by the authority of the Directors or a
committee of Directors authorised by th e Directors in that behalf and every
instrument to which the Seal has been affixed shall be signed by one person
who shall be a Director and countersigned by another person who shall be
either the Secretary or another Direct or or some person appointed by the
Directors for the purpose, but no instrument may be validly signed if
bearing only the signatures of a Di rector and an Alternate Director
appointed by him: Provided that the Company may have for use in any
territory district or place not in the Isla nds an official seal which shall be a
facsimile of a common seal of the Company:
Provided further that a Director, Secr etary or other officer may affix the
Seal of the Company over his signature alone to any document of the
Company required to be authenticated by him under seal.
Authentication of Deeds and Documents
105. All deeds executed on behalf of the Company may be in such form
and certain such powers, provisos, conditions, covenants, clauses and
agreements as the Direct ors, or the Company in general meeting, shall
think fit, and, in addition to being sealed with the seal, shall be signed by a
Director or such other person as th e Directors or the Company in general
meeting shall from time to time appoint, and countersigned by the
Secretary or an Assistant Secretary or such other person as the Directors or
the Company in general meeting shall from time to time appoint.
Indemnity
106. The Directors, Secretary and othe r officers for the time being of
the Company and the Trustee for the time being acting in relation to any of
the affairs of the Company and their he irs, executors, administrators and
personal representatives respectively sh all be indemnified out of the assets
of the Company from and against all actions, proceedings, costs, charges,
losses, damages and expenses which they or any of them shall or may incur
or sustain by reason of any act done or omitted in or about the execution of
their duty in their respective offices or trusts, except such (if any) as they
shall incur or sustain by or through their own wilful neglect or default
respectively and no such officer or trus tee shall be answerable for the acts,
receipts, neglects or defaults of any othe r officer or trustee or for joining in
any receipt for the sake of conformity or for solvency or honesty of any
bankers or other persons with whom any monies or effects belonging to the

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Company may be lodged or deposited for safe custody or for any insuffi-
ciency of any security upon which any monies of the Company may be
invested or for any other loss or damage due to any such cause as aforesaid
or which may happen in or about the execution of his office or trusts unless
the same shall happen through the wilful neglect or default of such officer
or trustee.
Dividends and Reserve
107. Subject to the right of persons (if any) entitled to shares with
special rights as to dividend, the profits of the Company which it shall be
determined to distribute shall be divisible among the members holding
shares in proportion to the capital paid up on such shares held by them
respectively.
108. Subject to the Ordinance, the Directors may from time to time
declare dividends on shares of the Company outstanding and authorise
payment of the same out of the funds of the Company: PROVIDED
HOWEVER that the Directors may from time to time pay to the members
such interim dividends as appear to the Directors to be justified by the
profits of the Company.
109. No dividend shall be payable except out of the profits of the
Company.
110. Subject to the rights of persons, if any, entitled to shares with
special rights as to dividends, if divi dends are to be declared on a class of
shares they shall be declared and paid rateably on the shares of such class
outstanding: PROVIDED HOWEVER that dividends so payable on partly
paid shares shall be applied on the purchase price and shall not, except to
the extent of any excess, be paid to the holder of such shares, but no
amount paid or credited as paid on a share in advance of calls shall be
treated for the purposes of this regulation as paid on the shares.
111. The Directors may deduct from any dividend payable to any
member all sums of money (if any) presently payable by him to the
Company on account of calls or otherwise.
112. The Directors may declare that any dividend or bonus be paid
wholly or partly by the distribution of specific assets and in particular of
paid up shares, debentures, or debenture stock of itself or of any other
Company or in any one or more of such ways and where any difficulty
arises in regard to such distribution the Directors may settle the same as
they think expedient and in particular may issue fractional certificates and
fix the value for the distribution of such specific assets or any part thereof
and may determine that cash payments shall be made to any members upon
the footing of the value so fixed in order to adjust the rights of all members
and may vest any such specific assets in trustees as may seem expedient to
the Directors.

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113. Unless otherwise directed any dividend, interest or other monies
payable in cash in respect of shares may be paid by cheque or warrant sent
through the post directed to the registered address of the holder thereof, and
in case of joint holders, to the holder who is first named on the register of
members or to such person and to such address as such holder or joint
holders may in writing direct. Every such cheque or warrant shall be made
payable to the order of the person to whom it is sent. Any one of two or
more joint holders may give effectua l receipts for any dividends, bonuses,
or other monies payable in respect of the share held by them as joint
holders.
114. No dividend shall bear interest against the Company.
115. The Directors may, before recommending any dividend, set aside,
out of the profits of the Company, such sums as they think proper as a
reserve fund to meet contingencies, or for equalising dividends, or for
special dividends or bonuses, or for repairing, improving, and maintaining
any of the property of the Company, and for such other purposes as the
Directors shall in their absolute discretion think conducive to the interest of
the Company; and may invest the seve ral sums so set aside upon such
investments (other than shares of the Company) as they may think fit, and
from time to time deal with and vary such investments, and dispose of all
or any part thereof for the benefit of the Company, and may divide the
reserve fund into such special funds as they think fit and employ the
reserve fund or any part thereof in the business of the Company, and that
without being bound to keep the same separate from the other assets.
Capitalisation of Profits and Reserves
116. The Company in general meeting may, upon the recommendation
of the Directors, resolve that it is de sirable to capitalise the whole or any
part of the amount for the time being standing to the credit of any of the
Company’s reserve accounts, or to the credit of the profit and loss account,
otherwise available for distribution, and accordingly that such sum be set
free for distribution amongst the members who would have been entitled
thereto if distributed by way of dividend and in the same proportions on
condition that the same be not paid in cash but be applied either in or
towards paying up any accounts for th e time being unpaid on any shares
held by such members respectively, or paying up in full unissued shares or
debentures of the Company to be allotted and distributed, credited as fully
paid up, to and amongst such members in the proportion aforesaid, or partly
in the one way and partly in the other, and the Directors shall give effect to
such resolution.
117. Whenever such a resolution as aforesaid shall have been passed,
the Directors shall make all appropri ations and applications of the undi-
vided profits resolved to be capitalis ed thereby, and all allotments and
issues of fully paid shares, debentures or securities, if any, and generally
shall do all acts and things required to give effect thereto, with full power

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to the Directors to make such provis ion by the issue of fractional certifi-
cates or by payment in cash or otherwis e and as they think fit in the case of
shares, debentures or securities becoming distributable in fractions, and
also to authorise any person to enter on behalf of all the members interested
into an agreement with the Company providing for the allotment to them
respectively, credited as fully paid up, of any further shares, debentures or
securities to which they may be entitled upon such capitalisation, or as the
case may require, for the payment up by the Company on their behalf, by
the application thereto of their respectiv e proportions of the profits resolved
to be capitalised, of the amounts or any part of the amounts remaining
unpaid on their existing shares, a nd any agreement made under such
authority shall be effective and binding on all such members.
Accounts
118. The Directors shall cause proper books of accounts to be kept with
respect to:––
(a) all sums of money received and expended by the Company; and the matters in respect of which the receipt
or expenditure takes place;
(b) all sales and purchases of goods by the Company;
(c) the assets and liabilities of the Company.
Proper books shall not be deemed to be kept if there are not kept such
books of account as are necessary to give a true and fair view of the state of
the Company’s affairs and to explain its transactions.
119. The books of account shall be kept at the registered office of the
Company, or at such other place or pl aces as the Directors think fit, and
shall always be open to the inspection of the Directors.
120. The Directors shall from time to time determine whether and to
what extent and at what times and places and under what conditions or
regulations the accounts and books of th e Company or any of them shall be
open to the inspection of members not being Directors, and no member (not
being a Director) shall have any right of inspecting any account or book or
document of the Company except as conferred by law or authorised by the
Directors or by the Company in general meeting.
121. Once at the least in every year the Director s shall, unless waived
by a resolution of the members in general meeting, lay before the Company
in general meeting a statement of the income and expenditure for the past
year, made up to a date not more than six months before such meeting.
122. Unless waived by a resolution of the members in general meeting,
a balance sheet shall be prepared in every year, and laid before the
Company in general meeting, and such balance sheet shall contain a
summary of the property and liabilities of the Company.

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Audit
123. Unless waived by a resolution of the members in general meeting,
the Directors shall make all necessary arrangements for an annual audit of
the books and accounts of the Company.
124. The Company may at any Annual General Meeting appoint an
auditor or auditors of the Company who shall hold office until the next
Annual General Meeting and may fix his or their remuneration.
125. The Directors may before the first Annual General Meeting
appoint an auditor or auditors of the Company who shall hold office until
the first Annual General Meeting unless previously removed by a resolu-
tion of the shareholders at that mee ting. The Directors may fill any casual
vacancy in the office of auditor but while any such vacancy continues the
surviving or continuing auditor or auditors, if any, may act. The remunera-
tion of any auditor appointed by the Directors under this Article may be
fixed by the Directors.
126. Every auditor of the Company sh all have a right of access at all
times to the books and accounts and vouchers of the Company and shall be
entitled to require from the Director s and Officers of the Company such
information and explanation as may be necessary for the performance of
the duties of the auditors.
127. The auditors shall at the next Annual General Meeting following
their appointment and at any other time during their term of office, upon
request of the Directors or any general meeting of the shareholders, make a
report on the accounts of the Compan y in general meeting during their
tenure of office.
Notice
128. Notices shall be in writing and may be given by the Company to
any member either personally or by sending it by post, cable or telex to him
or to his address as shown in the regi ster of members, such notice to be
forwarded airmail if the address be outside the Turks and Caicos Islands.
129. (a) Where a notice is sent by post, service of the notice shall
be deemed to be effected by properly addressing, pre-
paying and posting a letter containing the notice, and to
have been effected at the expiration of sixty hours after the
letter containing the same is posted as aforesaid.
(b) Where a notice is sent by cab le or telex, service of the
notice shall be deemed to be effected by properly
addressing, pre-paying and sending through a transmitting
organisation the notice, and to have been effected at the

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expiration of forty-eight hours after the same is sent as
aforesaid.
130. A notice may be given by the Company to the joint holders of
record of a share by giving the notice to the joint holder first named on the
register of members in respect of their shares.
131. A notice may be given by the Company to the person or persons
which the Company has been advised are entitled to a share or shares in
consequence of the death or bankruptcy of a member by sending it through
the post as aforesaid in a pre-paid letter addressed to them by name, or by
the title of representatives of the deceased, or trustee in bankruptcy, or by
any like description at the address supplied for that purpose by the persons
claiming to be so entitled, or at the option of the Company by giving the
notice in any manner in which the same might have been given if the death
or bankruptcy had not occurred.
132. Notice of every general meeting shall be given in any manner
hereinbefore authorised to––
(a) every person shown as a member in the register of members as of the date for such meeting except that in the
case of joint holders the notice shall be sufficient if given
to the joint holder first named in the register of members;
(b) every person upon whom the ownership of a share devolves by reason of his being a legal personal repre-
sentative or a trustee in ba nkruptcy of a member where
the member but for his death or bankruptcy would be
entitled to receive notice of the meeting; and
(c) the Company’s auditors for the time being, if any.
No other person shall be entitled to receive notices of general meetings.
Winding Up
133. If the Company shall be wound up the Liquidator may, with the
sanction of a special resolution of the Company and any other sanction
required by the Ordinance, divide amongst the members in specie or kind
the whole or any part of the assets of the Company (whether they shall
consist of property of the same kind or not) and may for such purpose set
such value as he deems fair upon any property to be divided as aforesaid
and may determine how such division shall be carried out as between the
members or different classes of memb ers. The Liquidators may with the
like sanction, vest the whole or any part of such assets in trustees upon such
trusts for the benefit of the contributories as the Liquidator, with the like
sanction, shall think fit, but so that no member shall be compelled to accept
any shares or other securities whereon there is any liability.

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134. If the Company shall be wound up , and the assets available for
distribution amongst the members as such shall be insufficient to repay the
whole of the paid-up share capital, such assets shall be distributed so that,
as nearly as may be, the losses shall be borne by the members in proportion
to the capital paid-up, or which ought to have been paid up, at the com-
mencement of the winding up, on the shares held by them respectively.
And if in a winding up the assets available for distribution amongst the
members shall be more than sufficien t to repay the whole of the capital
paid up at the commencement of the winding up, the excess shall be
distributed amongst the members in proportion to their share holdings
respectively. This regulation is without prejudice to the rights of the holders
of shares issued upon special terms and conditions.
Amendment of Regulations
135. Subject to the Ordinance, the Company may at any time and from
time to time by Special Resolution alter or amend these Regulations in
whole or in part.
____________

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TABLE “B”
Regulations for the Operation and Management of
an Exempted Company which may be Incorporated by Reference in its Articles of Association.

(1) In these Regulations the following words and expressions
shall, where not inconsistent with the context, have the following meanings
respectively:––
“Members” means the person, body corporate or partnership registered in the Register of Members as the ho lder of shares in the Company,
and when two or more persons are so registered as joint holders of
shares, means the person whose name stands first in the Register of
Members as one of such joint holders;
“Notice” means written notice unless otherwise specifically stated;
“the Ordinance” means th e Companies Ordinance;
“the Company” means the Company for which these Articles are approved and confirmed;
“Secretary” means the pers on appointed to perform the duties of Secretary
of the Company and in cludes any Assistant or Acting Secretary;
“Auditor” includes any individual or partnership. (2) In these Regulations, unless there be something in the subject
or context inconsistent with such construction, words importing the plural
number shall be deemed to include the singular number.
(3) Expressions referring to writ ing shall, unless the contrary in-
tention appears, be construed as including printing, lithography, photogra-
phy and other modes of representing words in a visible form.
(4) Unless the context otherwise requires, words or expressions
contained in these Regulations shall bear the same meaning as in the
Ordinance or any statutory modification thereof in force for the time being.
(5) Shares may be issued on the terms that they may, or at the
option of the Company may, be redeemed on such terms and in such
manner as the Company before issue of the shares, may determine and the
Company may issue bearer shares in such form and in such manner as the
Directors think fit.
(6) Where joint holders are register ed holders of a share or shares
then in the event of the death of any joint holder or holders the remaining
joint holder or holders shall be absolu tely entitled to the said shares and the
Company shall recognize no claim in respect of the estate of any joint
holder except in the case of the last survivor of such joint holders.

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(7) Every Member shall be entitled to a certificate under the Seal
of the Company specifying the shares held by him and that the same are
fully paid up. If any such certificate shall be proved to the satisfaction of
the Directors to have been worn out, lost, mislaid or destroyed the Directors
may cause a new certificate to be issued, and request an indemnity for the
lost certificate if they see fit.
(8) All shares shall be fully paid and non-assessable.
Registration of Members
(9) The Company shall keep in one or more books a Register of its
Members and shall enter therein the following particulars, that is to say––
(a) the name and address of e ach Member, the number of
shares held by him and the amount paid or agreed to be
considered to be paid on such shares;
(b) the date on which each person was entered in the register
of Members; and
(c) the date on which any person ceased to be a Member.
Transfer of Shares
(10) Except in the case of bearer shares the instruments of transfer
shall be in a form or as near ther eto as circumstances admit as Form A
hereunder. The transferor shall be deemed to remain the holder of such
share until the same has been transferred to the transferee in the Register of
Members. “FORM A
Transfer of a Share or Shares
FOR VALUE RECEIVED (fill in amount for purposes of stamp duty)
(name in full of transferor) hereby sell, assign and transfer unto (name in
full of transferee) of (address) share(s) or stock represented by the within
certificate.
Dated:
……………………………………………………………………………………….. (Transferor)
……………………………………………………………………………………. (Transferee)”

(11) The Directors may decline to register the transfer of a share
without assigning an y reason therefor.
(12) The Directors may decline to recognise any instrument of
transfer unless it is accompanied by the certificate of the shares to which it

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relates, and by such other evidence as the Directors may reasonably
require, to show the right of the transfer or to make the transfer.
(13) The joint holder of a share may transfer such share to any one
or more such joint holders, and the joint holders of two or more shares may
transfer such shares or an y or either of them to one or more of such joint
holders, and the surviving holder or holders of any share or shares previ-
ously held by them jointly with a d eceased Member may transfer any such
share to the executors or administ rators of such deceased Member.
Transmission of Shares
(14) The executors or administra tors of a deceased Member shall
except as provided hereafter be th e only person recognized by the
Company as having any title to his shares, but this shall not apply in the
case of one or more joint holders of a share or shares, except in the case of
the last survivor of such joint holders. On production of evidence of the
death of a joint holder of a share or shares the remaining holder or holders
shall automatically become entitled to the issue of a new certificate in the
name of the remaining holder or holders.
(15) Any person entitled to a share in consequence of the death of
any Member, may be registered as a Member upon such evidence as the
Directors may deem sufficient, or may, instead of being registered himself,
elect to have some person named by him registered as a transferee of such
share. Meetings
(16) The Directors may convene a Special Meeting of the Company
whenever in their judgement such a Meeting is necessary upon fourteen
days notice in writing to each of the Members, ma iled to each Member at
his address as registered in the Register of Members by air mail (if
appropriate) and such notice shall state the time, place and as far as
practicable the object s of the Meeting.
(17) The accidental omission to give notice of a meeting to, or the
non-receipt of notice of a meeting by , any person entitled to receive notice
shall not invalidate the pro ceedings at that meeting.
(18) Members holding not less than one-tenth part in value of the
shares of the Company shall at all times have the right by requisition to the
Secretary of the Company, to require a Special Meeting to be called for the
transaction of any business specified in such requisition, such Meeting shall
be called within two months after such requisition.
(19) A meeting of the Company shall, notwithstanding that it is
called by shorter notice than that specified in these Regulations, be deemed
to have been properly called if it is so agreed by all the Members entitled to
attend and vote thereat.
(20) (a) At any General Meeting of the Company one or more
Members present in person and representing in person or

150 CAP. 122 Companies [Table B] Revision Date: 15 May 1998
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by proxy in excess of 50% of the outstanding voting shares
of the capital stock of the Company shall form a quorum
for the transaction of business; if within half an hour from
the time appointed for the meeting a quorum is not present,
the meeting shall stand adjourned to the following day at
the same time and place or to such other day and such other
time as the Directors may determine.
(b) The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the
meeting), adjourn the meeting from time to time and from
place to place, and only the busi ness left unfinished at the
meeting from which the members present in person or
represented by proxy have adjourned shall be dealt with.
It shall not be necessary to give any notice of the
adjourned meeting or of the business to be transacted at
the adjourned meeting; save and except for a meeting
adjourned sine die, when notice of the adjourned meeting
shall be given as in the case of an original meeting.
(21) (1) Subject to any rights or restrictions lawfully attached to any
class of shares, at any General Mee tings of the Company each registered
Member shall be entitled to one vote for each share held by him and such
vote may be given in person or by proxy.
(2) At any General Meeting of the Company any question pro-
posed for the consideration of the Members shall be decided on a simple
majority of the votes of such Member s and such majority shall be ascer-
tained in accordance with the provisions of these regulations.
(3) At any General Meeting of the Company a declaration by the
Chairman that a question proposed for consideration has, on a show of
hands, been carried, or carried unanimously or by a particular majority or
lost and an entry to that effect in a book containing the Minutes of the
proceedings of the Company shall, subject to the provisions of sub-
paragraph (4), be conclusive evidence of that fact without proof of the
number or proportion of the votes recorded in favour of or against such
question.
(4) Notwithstanding the provisions of subparagraph (3), at any
General Meeting of the Company, it shall be lawful, in respect of any
question proposed for the consideration of the Members (whether before or
on the declaration of the result of a show of hands as provided for in
subparagraph (3), for a poll to be demanded by any of the following
persons:
(a) the Chairman of such Meeting; or
(b) at least three Members present in person or represented by
proxy; or
(c) any Member or Members presen t in person or represented
by proxy and holding between them not less than one-

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tenth of the total voting rights of all the Members having
the right to vote at such Meetings.
(5) Where, in accordance with the provisions of subparagraph (4),
a poll is demanded, and subject to any rights or restrictions for the time
being lawfully attached to any class of shares, every Member present in
person at such Meeting shall have one vote for each share of which he is
the holder or for which he holds a proxy and such vote shall be counted in
such manner as the Chairman may direct and the result of such poll shall be
deemed to be the resolution of the Meeting at which the poll was demanded
and shall replace any previous resolu tion upon the same matter which has
been the subject of a show of hands.
(6) A poll demanded, in accordance with the provisions of sub-
paragraph (4), for the purpose of electing a Chairman, or on a question of
adjournment shall be taken forthwith and a poll demanded on any other
question shall be taken at such Meeting as the Chairman may direct.
(22) When a vote is taken by ballot each Member entitled to vote
shall be furnished with a ballot paper on which he shall record his vote in
such manner as shall be determined at the Meeting having regard to the
nature of the question on which the vote is taken; and each ballot paper
shall be signed or initialled or otherwise marked so as to identify the voter.
At the conclusion of the ballot the ballot paper shall be examined by the
Chairman with assistance of a Member appointed for the purpose, and the
result of the ballot shall be declared by the Chairman.
(23) An instrument appointing a proxy shall be in writing under the
hand of the Member or his attorney duly authorised in writing or, if the
Member is a corporation either under seal or under the hand of an officer or
attorney of the corporation duly authorised, and shall be in the Form B
hereunder or such other form as the Directors may from time to time
approve:––
“FORM B
……………………….………….……………………………………. LIMITED
PROXY
I/WE ..………………………………………………………………………
of ……………………………………………………………… the holder of
…..……………………………………………………………….…….shares
in the above named Company.
hereby appoint …………………………. of ……………………..…………………
or failing him ……..……… ……………… of ..…………………..…………….
or failing him ……….………. ……………… of ………………… …………………
as my/our proxy to vote on my/our behalf at the …………………… ……….
General Meeting of the Company to be held on the ………………… day of
……………………………….. 1920 ….., and at any adjournment thereof.
Dated this ……………………………. day of ………………….……… 1920 ……..

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Signed by the above named
……………..……………..……………..……………….
in the presence of
……………..……………..……………..……………….
Witness
………………..…………………………………………………”
(24) Any corporation which is a Member of the Company may by
resolution of its Directors authorise such person as it thinks fit to act as its
representative at any Meeting of th e Members of the Company and the
person so authorised shall be entitled to exercise the same powers on behalf
of the corporation which he represents as that corporation could exercise if
it were an individual Member of the Company.
Minutes
(25) The Directors shall cause Minutes to be duly entered in books
provided for the purpose––
(a) of all elections and appointments of Officers;
(b) of the names of the Directors or their Alternates present at
each Meeting of the Directors and of any Committee of
the Directors;
(c) of all resolutions and proceedings of each General Meeting of the Members, Meetings of the Directors and
Meetings of Committees of th e Directors, provided that
any minute of such Meetings, if purporting to be signed
by the Chairman thereof or by the Chairman of the next
succeeding Meeting, shall be sufficient evidence of the
proceedings without any further proof of the facts therein
stated, and further provided that when all the Members in
person or by proxy sign the Minutes of an ordinary or
extraordinary general meeting, and when a majority of the
Directors sign the minutes of a meeting of the Directors,
the same shall be deemed to have been duly held, notwith-
standing that the Members or Directors have not actually
come together or that there may have been technical
defects in the proceedings, and a resolution in writing in
one or more parts signed by all the Members or a majority
of the Directors shall be as valid and effectual as if it had
been passed at a meeting duly called and constituted.

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Directors
(26) The business of the Company shall be managed and conducted
by a Board of Directors consisting of not less than one and such number in
excess thereof as the Members may from time to time determine who shall
hold office until their successors are el ected or appointed and any General
Meeting may authorise the Board of Di rectors to fill any vacancy in their
numbers.
(27) The Directors may meet for the transaction of business,
adjourn and otherwise regulate th eir meetings as they see fit.
(28) (a) A meeting of the Directors may be convened by the Secre-
tary or by any Director. The Secretary shall convene a
Meeting of the Directors of which notice may be given by
telephone or otherwise whenever he shall be required so to
do by any Director.
(b) The Members of the Board of Directors may participate in
a meeting by means of a conf erence telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other at the
same time. Participation by such means shall constitute
presence in person at a meeting.
(c) The Directors may pass a resolution without holding a meeting if a consent in writing setting out the resolution
required by all of the Director s is filed in the minutes of
the proceedings of the Board. Such consent shall have the
same effect as an unanimous vote.
(29) The quorum necessary for the transaction of the business of the
Directors may be fixed by the Directors, and unless so fixed shall be a
majority.
(30) Any Director, or his firm, partner or Company may act in a
professional capacity for the Company, and he shall be entitled to
remuneration for professional services as if he were not a Director;
provided that nothing herein contained shall authorise a Director or his firm
to act as auditor of the Company.
(31) All acts done by any Meeting of the Directors or of a Com-
mittee of Directors or by any person acting as a Director shall, notwith-
standing that it be afterwards discovered that there was some defect in the
appointment of any su ch Director or person acting as aforesaid, or that they
or any of them were disqualified, be as valid as if every such person had
been duly appointed and was qualified to be a Director.
General Powers of Directors
(32) (a) The business of the Company shall be managed by the
Directors, who may pay all expenses incurred in promoting

154 CAP. 122 Companies [Table B] Revision Date: 15 May 1998
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and incorporating the Company, and may exercise all such
powers of the Company as are not, by this Ordinance or by
these regulations required to be exercised by the Company
in General Meeting, subject, nevertheless, to any of these
regulations, to the provision of any Ordinance and to any
regulations made there-under, being not inconsistent with
these regulations or provisions, as may be prescribed by the
Company in General Meeting; but no regulations made by
the Company in General Meeting shall invalidate any prior
act of the Directors which would have been valid if that
regulation had not been made.
(b) The Directors may from time to time and at any time by
power of attorney appoint any Company, firm or person
or body of persons, whether nominated directly or
indirectly by the Directors, to be the attorney or attorneys
of the Company for such purposes and with such powers,
authorities and discretions (not exceeding those vested in
or exercisable by the Direct ors under these regulations)
and for such period and subject to such conditions as they
may think fit, and any such powers of attorney may con-
tain such provisions for protection and convenience of
persons dealing with any such attorney as the Directors
may think fit and may also authorise any such attorney to
delegate all or any of the powers, authorities and discre-
tions so vested in the attorney.
(c) The Directors may appoint, suspend and remove the managers, secretary, clerks, agents and servants of the
Company, and may fix their remuneration and determine
their duties, and the securities (if any) to be taken from
them respectively, and ma y appoint and remove the
attorney and brokers of the Company.
(33) The Directors may delegate any of their powers to a committee
consisting of two or more of the Dir ectors, but every such committee shall
conform to such directions as th e Directors shall impose on them.
Officers
(34) The officers of the Company shall consist of a Secretary and
such additional officers as the Directors shall from time to time determine.
(35) The Secretary and additional of ficers, if any, shall be appointed
or elected by the Directors and shall hold office during the pleasure of the
Directors.
(36) The Secretary shall attend all Meetings of the Company and of
the Directors and shall keep correct mi nutes of such Meetings and enter the
same in proper books provided for the purpose. He shall perform such
duties as are prescribed by the Ordinan ce or these regulations, or as shall be

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prescribed by the Directors. The Secret ary shall receive such salary as the
Directors shall from time to time determine.
(37) The Directors shall exerci se a general supervision over the
financial affairs of the Company, and shall be responsible for correct
keeping of the books, and for safe keeping of all moneys and securities of
the Company, and shall submit their accounts and vouchers to the auditor
whenever required so to do.
Dividends
(38) The Directors may declare a dividend to be paid to the
Members, in proportion to their shares, out of the surplus or profits from
the business of the Company, and such dividend may be paid wholly or
partly in specie in which event the sanction of the Company in General
Meeting shall be obtained.
(39) The Directors may from time to time before declaring a divi-
dend set aside out of surplus or profits of the Company such sums as they
think proper as a reserve fund to be used to meet contingencies or for
equalising dividends or for any other special purpose.
(40) The Directors are authorised and empowered to lend to any
officer, Director or Member of the Company any sum or sums of money
without restriction as to amount upon such terms and conditions as they in
their absolute discretion may determine.
Accounts and Financial Statements
(41) The Directors shall cause true accounts to be kept of all trans-
actions of the Company in such manner as to show the assets and liabilities
of the Company for the time being.
(42) The financial year end of the Company shall be determined by
resolution of the Directors and failing such resolution the financial year end
shall be 31st December.
(43) As and when requested by the Members of the Company, a
balance sheet made up for the financial year containing a summary of the
assets and liabilities of the Company under convenient heads and a
statement of income and expenditure for the period requested by the
Members shall be laid before the Members in General Meeting.
(44) An independent representative of the Members may be
appointed by them as Auditor of th e Accounts of the Company and such
Auditor shall hold office until the Members shall appoint another Auditor.
Such Auditor may be a Member but no Director or Officer of the Company
shall during his continuance in office be eligible as an auditor of the
Company.
(45) The duties and remuneration of the Auditor shall be fixed by
the Company in General Meeting or in such manner as the Shareholders
may determine.

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Notices
(46) Unless otherwise herein or by law expressly provided, a notice
may be served by the Company on any Member either personally or by
telex or cable to his registered addr ess or by sending it using air mail (if
appropriate) through the post prepaid in an envelope addressed to such
Member at his address as registered in the Register of Members.
(47) Any notice required to be given to the Members shall with
respect to any shares held jointly by two or more persons be given to all
such persons.
(48) Any notice shall be deemed to have been served at the time
when the same would be delivered in the ordinary course of transmission,
and in proving such service it shall be sufficient to prove that the notice
was properly addressed and prepaid, if posted, and the time when it was
posted or transmitted by telex or to the cable Company as the case may be.
Seal of the Company
(49) The Seal of the Company shall not be affixed to any instrument
except over the signature of a Dire ctor and the Secretary or any two
Directors or by some person appointed by the Directors: provided that the
Secretary may affix the Seal of the Company over his signature only to any
authenticated copies of these regulati ons, the Memorandum of Association,
the minutes of any meetings or any other document required to be authenti-
cated by him and to any instrument which a Meeting of the Directors has
specifically approved beforehand.
Indemnity
(50) The Directors, Auditors, Se cretary and other officers for the
time being of the Company and the Trustees (if any) for the time being
acting in relation to any of the affairs of the Company and every of them,
and every of their heirs, executors and administrators, shall be indemnified
and secured harmless out of the assets and profits of the Company from and
against all actions, costs, charges, losses, damages and expenses which they
or any of them, their or any of their heirs, executors or administrators, shall
or may incur or sustain by or by reason of any act done, concurred in or
omitted in or about the execution of their duty, or supposed duty, in their
respective offices or trusts except such (i f any) as they shall incur or sustain
by or through their wilful neglect or default respectively and none of them
shall be answerable for the acts, receipts, neglects or defaults of the other or
others of them or for joining in any receipt for the sake of conformity, or
for any bankers or other persons with whom any moneys or effects
belonging to the Company shall or may be lodged or deposited for safe
custody, or for insufficiency or deficiency or of any security upon which
any moneys of or belonging to the Company shall be placed or invested, or
for any other loss, misfortune or damage which may happen in the execu-
tion of their respective offices or trusts, or in relation thereto, unless the

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LAWS OF TURKS & CAICOS ISLANDS
same shall happen by or through their own wilful neglect or default
respectively.
Alteration of Regulations
(51) No Regulation shall be rescinded, altered or amended, and no
new Regulation shall be made until the same has been proposed and passed
at a Meeting of the Directors and confirmed at a subsequent General
Meeting of Members.
____________

158 CAP. 122 Companies Revision Date: 15 May 1998
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THIRD SCHEDULE
P
ART I
R
ULES GOVERNING THE ISSUE OF A PROSPECTUS
(1) A prospectus issued by or on behalf of a Company or in rela-
tion to an intended Company shall be dated, and that date shall, unless the
contrary is proved, be taken as the date of publication of the prospectus.
(2) Subject to the provisions of paragraphs (9) and (10), every pro-
spectus issued by or on behalf of a Company, or by or on behalf of any
person who is or has been engaged or interested in the formation of a
Company, must state the matters specifi ed in Part II of this Schedule.
(3) A condition requiring or binding an applicant for shares in or
debentures of a Company to waive compliance with any requirement of this
Part or purporting to affect him with notice of any contract, document or
matter not specifically referred to in the prospectus, shall be void.
(4) Subject to the provisions of paragraphs (9) and (10), it shall not
be lawful to issue any form of application for shares in or debentures of a
Company unless the form is issued with a prospectus which complies with
the requirements of this Part:
Provided that this paragraph shall not apply if it is shown that the form
of application was issued either––
(a) in connection with a bona fide invitation to a person to
enter into an underwriting agreement with respect to the
shares or debentures; or
(b) in relation to shares or debentures which were not offered to the public.
(5) If any person acts in contravention of the provisions of para-
graph 4 he shall be guilty of an offence and liable on summary conviction
to a fine of $1,000.
(6) In the event of non-compliance with or contravention of any of
the requirements of paragraphs (2) to (6) inclusive, a director or other
person responsible for the prospectus shall not incur any liability by reason
of the non-compliance or contravention, if––
(a) as regards any matter not disclosed, he proves that he was not cognisant thereof;
(b) he proves that the non-compliance or contravention arose from an honest mistake of fact on his part; or
(c) the non-compliance or contravention was in respect of matters which in the opinion of the court dealing with the
case were immaterial or was otherwise such as ought, in

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the opinion of that court, having regard to all the circum-
stances of the case, reasonably to be excused:
Provided that, in the event of failure to include in a prospectus a state-
ment with respect to the matters specified in paragraph (31) of Part II of
this Schedule, no director or other person shall incur any liability in respect
of the failure unless it be proved that he had knowledge of matters not
disclosed.
(7) Paragraphs (2) to (6) inclusive shall not apply–– (a) to the issue to existing members or debenture holders of a Company of a prospectus or form of application relating
to shares in or debentures of the Company, whether an
applicant for shares or debentures will or will not have the
right to renounce in favour of other persons; or
(b) to the issue of a prospectus or form of application relating to shares or debentures which are or are to be in all
respects uniform with shares or debentures previously
issued;
but subject as aforesaid, this paragraph shall apply to a prospectus or a form
of application whether issued with reference to the formation of a Company
or subsequently.
(8) Nothing in paragraphs (2) to (7) inclusive, shall limit or
diminish any liability which any person may incur under the general law or
this Ordinance apart from this Part of this Schedule.
(9) Where it is proposed to offer any shares in or debentures of a
Company to the public by a prospectus issued generally (that is to say,
issued to persons who are not existing members or debenture holders of the
Company) there may, on the request of the applicant, be given by or on
behalf of the Permanent Secretary, Fi nance a certificate of exemption, that
is to say, a certificate that having rega rd to the proposals (as stated in the
request) as to the size and other circ umstances of the issue of shares or
debentures and to any limitations on the number and class of persons to
whom the offer is to be made, complia nce with requirements of Part II of
this Schedule would be unduly burdensome.
(10) If a certificate of exemption is given, and if the proposals
aforesaid are adhered to, then––
(a) a prospectus giving the particulars and information afore-said in the form in which they are so required to be pub-
lished shall be deemed to comply with the requirements of
Part II of this Schedule; and
(b) paragraph (9) shall not apply to any issue, after the permission applied for is granted, of a prospectus or form
of application relating to the shares or debentures.

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(11) A prospectus inviting persons to subscribe for shares in or
debentures of a Company and including a statement purporting to be made
by an expert shall not be issued unless––
(a) he has given and has not, before delivery of a copy of the prospectus for registration, withdrawn his written consent
to the issue thereof with th e statement included in the
form and context in which it is included; and
(b) a statement that he has given and has not withdrawn his consent as aforesaid appears on the prospectus.
(12) If any prospectus is issued in contravention of paragraph (11)
the Company and every person who is knowingly a party to the issue
thereof shall be guilty of an offence and liable on summary conviction to a
fine of $1,000.
(13) No prospectus shall be issued by or on behalf of a Company or
in relation to an intended Company unless, on or before the date of its
publication, there has been delivered to the registrar of companies for
registration a copy thereof signed by every person who is named therein as
a director or proposed director of the Company, or by his agent authorised
in writing, and having endorsed thereon or attached thereto––
(a) any consent to the issue of the prospectus required by
paragraph (11) from any person as an expert; and
(b) in the case of a prospectus issued generally, also a copy of any contract required by paragraph (29) of Part II of this
Schedule to be stated in the prospectus or in the case of a
contract not reduced into writing, a memorandum giving
full particulars thereof, or if in the case of a prospectus
deemed by virtue of a certif icate granted under paragraph
(9) to comply with the requirements of Part II a contract
or a copy thereof or a memorandum of a contract is
required to be available for inspection in connection with
the application made under that paragraph to the
Permanent Secretary, Finance a copy or, as the case may
be, a memorandum of that contract.
(14) Where a prospectus issued after the commencement of this
Ordinance includes any untrue statement, any person who authorised the
issue of the prospectus shall be liable––
(a) on conviction, to a fine of $1,000 and to imprisonment for two years; or
(b) on summary conviction, to a fine of $200 and to impris- onment for three months,
unless he proves either that the statement was immaterial or that he had
reasonable ground to believe and did, up to the time of issue of the
prospectus, believe that the statement was true.

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(15) A person shall not be deemed for the purposes of paragraph
(14) to have authorised the issue of a prospectus by reason only of his
having given the consent required by paragraph 10 to the inclusion therein
of a statement purporting to be made by him as an expert.

P
ART II
M
ATTERS TO BE SPECIFIED IN PROSPECTUS
(16) The number of founders or management or deferred shares, if
any, and the nature and extent of the in terest of the holders in the property
and profits of the Company.
(17) The number of shares, if any, fixed by the articles as the quali-
fication of a director, and any provisions in the articles as to the remunera-
tion of the directors.
(18) The names, descriptions and addresses of the directors or pro-
posed directors.
(19) Where shares are offered to the public for subscription, par-
ticulars as to––
(a) the minimum amount which, in the opinion of the directors must be raised by the issue of those shares in
order to provide the sums, or, if any part thereof is to be
defrayed in any other manner, the balance of the sums,
required to be provided in respect of each of the following
matters:––
(i) the purchase price of any property purchased or to be purchased which is defrayed in whole or in part out
of the proceeds of the issue;
(ii) any preliminary expens es payable by the Company,
and any commission so payable to any person in con-
sideration of his agreeing to subscribe for, or of his
procuring or agreeing to procure subscriptions for,
any shares in the Company;
(iii) the repayment of any moneys borrowed by the Company in respect of any of the foregoing matters;
(iv) working capital; and
(b) the amounts to be provided in respect of the matters afore- said otherwise than out of the proceeds of the issue and
the sources out of which those amounts are to be pro-
vided.
(20) The time of the opening of the subscription lists.

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(21) The amount payable on a pplication and allotment of each
share, and, in the case of a second or subsequent offer of shares, the amount
offered for subscription on each previo us allotment made within the two
preceding years, the amount actually allotted, and the amount, if any, paid
on the shares so allotted.
(22) The number, description and amount of any share in or deben-
ture of the Company which any person has, or is entitled to be given, an
option to subscribe for, together w ith the following particulars of the
option, that is to say––
(a) the period during which it is exercisable;
(b) the price to be paid for shares or debentures subscribed for under it;
(c) the consideration (if any) given or to be given for it or for the right to it;
(d) the names and addresses of the persons to whom it or the right to it was given or if given to existing shareholders or
debenture holders as such, the relevant shares or deben-
tures.
(23) The number and amount of shares and debentures which within
the two preceding years have been issued, or agreed to be issued, as fully or
partly paid up otherwise than in cash and in the latter case the extent to
which they are so paid up, and in either case the consideration for which
those shares or debentures have been issued or are proposed or intended to
be issued.
(24) (1) As respects any property to which this paragraph applies–– (a) the name and addresses of the vendors;
(b) the amount payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor,
or the Company is a sub-purchaser, the amount so payable
to each vendor;
(c) short particulars of any transa ction relating to the property
completed within the two preceding years in which any
vendor of the property to the Company or any person who
is, or was at the time of the transaction, a promoter or a
director or proposed director of the Company had any
interest direct or indirect.
(2) The property to which this paragraph applies is property pur-
chased or acquired by the Company or proposed so to be purchased or
acquired, which is to be paid for wholly or partly out of the proceeds of the
issue offered for subscription by the prospectus or the purchase or acquisi-

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tion of which has not been completed at the date of the issue of the
prospectus, other than property––
(a) the contract for the purchase or acquisition whereof was entered into in the ordinary course of the Company’s busi-
ness, the contract not being made in contemplation of the
issue nor the issue in consequence of the contract; or
(b) as respects which the amount of the purchase money is not material.
(25) The amount, if any, paid or payable as purchase money in
cash, shares or debentures for any property to which the last foregoing
paragraph applies, specifying the am ount, if any, payable for goodwill.
(26) The amount, if any, paid within the two preceding years, or
payable as commission (but not including commission to sub-underwriters)
for subscribing or agreeing to subscribe, or procuring or agreeing to
procure subscription, for any shares in or debentures of the Company, or
the rate of any such commission.
(27) The amount or estimated amount of preliminary expenses and
the persons by whom any of those expenses have been paid or are payable,
and the amount or estimated amount of the expenses of the issue and the
persons by whom any of those expenses have been paid or are payable.
(28) Any amount or benefit paid or given within the two preceding
years or intended to be paid or given to any promoter, and the consideration
for the payment or the giving of the benefit.
(29) The dates of, parties to and general nature of every material
contract, not being a contract entered into in the ordinary course of the
business carried on or intended to be carried on by the Company or a
contract entered into more than two years before the date of issue of the
prospectus.
(30) The names and addresses of the auditors, if any, of the
Company.
(31) Full particulars of the nature and extent of the interest, if any,
of every director in the promotion of, or in the property proposed to be
acquired by, the Company, or where the in terest of such a director consists
in being a partner in a firm, the nature and extent of the interest of the firm,
with a statement of all sums paid or agreed to be paid to him or to the firm
in cash or shares or otherwise by any person either to induce him to
become, or to qualify him as, a director , or otherwise for services rendered
by him or by the firm in connection with the promotion or formation of the
Company.
(32) If the prospectus invites the public to subscribe for shares in
the Company and the share capital of the Company is divided into different
classes of shares, the right of voting at meetings of the Company conferred

164 CAP. 122 Companies Revision Date: 15 May 1998

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by, and the rights in respect of capital and dividends attached to, the several
classes of shares respectively.
(33) In the case of a Company which has been carrying on business,
or of a business which has been carried on for less than three years, the
length of time during which the business of the Company or the business to
be acquired, as the case may be, has been carried on.
____________

Companies CAP. 122 165 Revision Date: 15 May 1998 [Subsidiary] LAWS OF TURKS &
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COMPANIES (FEES ) REGULATIONS – SECTION 224
(Legal Notice No. 8 of 1994)
(Made by the Governor under section 224 (b) of the Companies Ordinance)
Commencement [4 March 1994] Short title 1. (1) These Regulations may be cited as the Companies (Fees)
Regulations.
(2) In these Regulations “O rdinance” means the Companies
Ordinance.
2. Schedule I shall have effect with regard to fees payable by
companies other than exempted companies.
3. Schedule II shall have effect with regard to fees payable by
proposed exempted companie s and exempted companies.
4. Schedule III shall have effect with regard to fees payable by all
companies. ____________
SCHEDULE I (Regulation 2)
F
EES PAYABLE BY COMPANIES
OTHER THAN EXEMPTED COMPANIES
The fees payable by a Company other than an exempted Company shall be
as follows:
1. Upon the filing of the memorandum and articles of association of the
Company (section 25(4) of the Ordinance)––
(a) where the nominal share capital does not exceed
……………………………………………………………………..
$275
(b) where the nominal shar e capital exceeds $50,000
but does not exceed $100,000 ………………………….
$450
(c) where the nominal share capital exceeds
$100,000 but does not exceed $750,000 ……………
$550
(d) where the nominal share capital exceeds
$750,000 but does not exceed $2,000,000 …………
$1,050
(e) where the nominal share capital exceeds
$2,000,000 ……………………………………………………. $2,050
2. Upon the filing of the annu al list of members (section 39
(1) of the Ordinance) …………………………………………………..
$250
____________

166 CAP. 122 Companies [Subsidiary] Revision Date: 15 May 1998
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SCHEDULE II
(Regulation 3)
F
EES PAYABLE BY PROPOSED EXEMPTED COMPANIES
AND EXEMPTED COMPANIES
The fees payable by proposed exempted companies and exempted
companies shall be as follows:
1. Subject to paragraph 2, upon applying for registration as an exempted
Company (section 184 of the Ordinance)––
(a) where the nominal share capital
does not exceed $5,000 $100
(b) where the nominal share capital
exceeds $5,000 but does not
exceed $50,000 $100 and one
per centum of
the amount by which the
nominal share capital exceeds
$5,000
(c) where the nominal share capital
exceeds $50,000 but does not
exceed $100,000 $550 and one-half of one
per
centum of the amount by
which the nominal share
capital exceeds $50,000
(d) where the nominal share capital
exceeds $100,000 but does not
exceed $1,000,000
$800 and one-tenth of one
per centum
of the amount by
which the nominal share
capital exceeds $100,000
(e) where the nominal share capital
exceeds $1,000,000 $1,700
2. Notwithstanding paragraph 1, where application for registration as an
exempted Company is made by a foreign Company under section 205
of the Ordinance, the fee payable by such Company shall be $150.
3. Annual fees pursuant to section 188 of the Ordinance––
(a) from the first day of Januar y 1994 an exempted Company
registered between 1 January and 30 June in any year shall pay
the first annual fee of $300 not later than 31 January of the first
year following the year of its registration;
(b) from the first day of January 1994, an exempted Company
registered between 1 July and 31 December in any year shall pay
the first annual fee of $300 not later than 31 January of the
second year following the year of its registration;

Companies CAP. 122 167 Revision Date: 15 May 1998 [Subsidiary] LAWS OF TURKS &
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(c) except as provided in subparagraphs (a) and (b) , and subject to
subparagraph (d) of this paragraph, every exempted Company
shall pay an annual fee of $300 not later than 31 January in each
year;
(d) notwithstanding subparagraph (c) of this paragraph, an exempted
Company licensed or to be licensed under the Banking
Ordinance, the Insurance Ordinance or the Trustees (Licensing)
Ordinance, may elect to pay the annual fees in advance at the
following rates––
5 years advance payment: $ 1,000.00
10 years advance payment: $ 1,500.00
20 years advance payment: $ 2,000.00
____________
SCHEDULE III (Regulation 4)
F
EES PAYABLE BY ALL COMPANIES
1. There shall be payable by ever y Company, upon the filing of a
notice of increase of the amount of its nominal share capital, a fee of such
amount as is equivalent to the difference between––
(a) in the case of a Company other than an exempted Company—
(i) the fees which would have been payable by the Company under subsection (4) of section 25 of the
Ordinance had the memorandum of association of the
Company, showing the amount of its nominal share
capital as increased, been filed on the date on which
the notice was filed; and
(ii) the fee which would have been payable by the Company under that subsection had the
memorandum of associa tion of the Company,
showing the amount of its nominal share capital
before the increase, been filed on the date on which
the notice was filed;
(b) in the case of an exempted Company–– (i) the fee which would have been payable under section 184 of the Ordinance by the Company, as proposed,
upon application for registration as an exempted
Company, had the application been made on the date
on which the notice was filed and the memorandum
of association of the Company, as proposed, shown,

168 CAP. 122 Companies [Subsidiary] Revision Date: 15 May 1998

LAWS OF TURKS &
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on that date, the amount of its nominal share capital
as increased; and
(ii) the fee which would have been payable under that section by the Company, as proposed, upon applica-
tion for registration as an exempted Company, had
the application been made on the date on which the
notice was filed and the memorandum of association
of the Company, as proposed, shown, on that date,
the amount of its nominal share capital before the
increase (section 43(2) of the Ordinance).
2. There shall be payable a fee of $2,500 by every Company
applying for the Registrar’s authorisation under section 30C(2) of the
Ordinance.
3. There shall be payable a fee of $10 for the provision of informa-
tion pursuant to section 49(4) of the Ordinance.
____________

Companies CAP. 122 169 Revision Date: 15 May 1998
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INDEX ________________

Articles Company of, alteration
………………………….. 25
Company of, required
……………………………. 24

Audit Companies of, Table A
………………………….. 144

Bearer Shares Table A, companies
………………………………. 122

Capital Company, alteration
……………………………… 128

Companies Accounts to be kept
………………………………. 45
Accounts, Table A
………………………………… 139
Annual return of
…………………………………… 37
Arrangement – when binding
………………….. 69
Arrangements and reconstructions
………….. 54
Articles of
……………………………………………. 24
Audit of
………………………………………………. 144
Bearer shares
……………………………………….. 33
Borrowing powers …………………………………
129
Capitalisation
……………………………………….. 142
Certificate of incorporation
……………………. 26
Court winding up
………………………………….. 58
Director – one at least
……………………………. 24
Directors, register
…………………………………. 44
Directors can bind Company
………………….. 52
Directors
…………………………………………….. 133
Dissolution by Court
…………………………….. 65
Dividends, Table A
……………………………….. 141
Execution of deeds abroad
……………………… 53
Exempted
…………………………………………….. 81
Exempted, confidential relationships
………. 102
Fees payable – all companies
………………….. 165
Fees payable – exempted
……………………….. 166
Fees payable – general companies
…………… 167
Foreign
……………………………………………….. 111
Formation of
…………………………………………
15
General Meetings
…………………………………. 129
General Meetings
…………………………………. 44
Indemnity for officers
……………………………. 140
Insolvent
……………………………………………… 59
Inspector may be appointed
……………………. 48
Land holding may be restricted
………………. 29
Liability of members
…………………………….. 41

170 Companies Revision Date: 31 October 1997
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Companies Licenses still necessary
………………………….. 117
Limited Life
…………………………………………. 97
Liquidator – power to appoint
…………………. 70
Local management
……………………………….. 136
Meetings can be required
……………………….. 46
Memorandum
………………………………………. 16
Mortgages Register
……………………………….. 43
Name may be changed
…………………………… 29
Names restricted
…………………………………… 27
Notices to
……………………………………………. 144
Objects may be altered
………………………….. 17
Official liquidator
…………………………………. 61
Ordinance, Governor defined
…………………. 14
Preferential payments
……………………………. 73
Prospectus
……………………………………………. 31
Prospectus, Third Schedule
……………………. 158
Records to be kept
………………………………… 115
Register inspection allowed
……………………. 39
Register of Members
…………………………….. 37
Registered Office
………………………………….. 42
Registered office may be altered
…………….. 19
Registrar’s powers
…………………………………. 115
Registration
…………………………………………. 25
Re-instatement if struck off
……………………. 79
Returns etc.
………………………………………….. 49
Secretary, Table A …………………………………
139
Service upon
………………………………………… 49
Share capital may be altered
…………………… 20
Share capital reduction
………………………….. 20
Share Certificate
…………………………………… 121
Shares certificates etc.
…………………………… 39
Shares, Table A
……………………………………. 120
Special resolution
…………………………………. 47

Special resolution …………………………………. 45
Table A
……………………………………………….. 119
Transfer of shares, Table A
……………………. 121
Transfer of, from foreign country
……………. 106
Transfer of, to foreign country
……………….. 109
Voluntary winding up
……………………………. 67
Votes of members
…………………………………. 132
When can be stricken from register
…………. 79
Winding up …………………………………………..
57
Winding up …………………………………………..
145
Winding up – dispositions voided
……………. 72

Companies CAP. 122 171 Revision Date: 15 May 1998
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Winding up petition
………………………………. 59

Confidential
relationships Exempted companies
…………………………….. 102

Directors Companies of, Table A
………………………….. 133
Company of, one at least
……………………….. 24
Power to bind Company
………………………… 52
Meetings
…………………………………………….. 136
Powers and duties
…………………………………. 135
Retirement
…………………………………………… 136

Exempted
Companies Accounts, Table A
…………………………………
Accounts, Table B …………………………………. 143
155
Annual Fees
…………………………………………. 86
Annual return
…………………………………….. 85
Articles of, Table B
………………………………. 147
Cannot trade internally etc.
…………………….. 87
Confidential relationships
………………………. 102
Dealing in own shares ……………………………
87
Directors, Table B
………………………………… 153
Dividends, Table B
……………………………….. 155
Failure to make return and pay fees
…………. 86
Fees payable
………………………………………… 166
May convert to
………………………………………. 83
Meetings, Table B
………………………………… 149
Memorandum of
………………………………….. 82
Notices, Table B
…………………………………… 156
Officers, Table B
………………………………….. 154
Ordinance
……………………………………………. 81
Powers of Director, Table B
…………………… 153
Redemption and purchase of shares
………… 87
Register of members
……………………………… 148
Registration of ………………………………………
81
Resident Representative
………………………… 87
Tax exemption
……………………………………… 92