| BRITISH VIRGIN ISLANDS | ||
|
COMPANIES ACT (as amended) Arrangement of Sections 1. Short title 2. Interpretation 3. Prohibition of partnership exceeding certain number 4. Application to private companies 4A. Application to banks Part I - Constitution and Incorporation 5. Mode of forming company 5A. Restriction on carrying on Insurance business 6. Mode of limiting liability of members 7. Memorandum of Association of a company limited by shares 8. Memorandum of Association of a company limited by guarantee 9. Memorandum of Association of an unlimited company 10. Signature and effect of Memorandum of Association 11. Power to alter Memorandum of Association 12. Restriction of registration of companies by certain names 13. Power to dispense with "Limited" in name of charitable and other companies 14. Change of name Unlimited Liability of Directors 15. Companies may have directors with unlimited liability 16. Liability of director, past and present, where liability is unlimited 17. Director with unlimited liability may have set off as under S.135. 18. Notice to be given to director, on his election, that his liability will be unlimited 19. Existing limited companies may by special resolution make liability of directors unlimited Reduction of Capital 20. Construction of "capital" and powers to reduce capital 21. Power of company to reduce capital 22. Company to add "and reduced" to its name for a limited period 23. Company to apply to the Court for an order confirming reduction 24. Creditors may object to reduction and list of objecting creditors to be settled by the Court 25. Court may dispense with consent of creditor on security being given for his debt 26. Order and minute to be registered 27. Minute to form part of Memorandum of Association. 28. Savings of rights of creditors who are ignorant of proceedings 29. Copy of registered minute30.Penalty on concealment of name of creditor 31. Further provisions as to reduction of capital 32. Power to reduce capital by the cancellation of unissued shares 33. Accumulated profits may be returned to shareholders in reduction of capital 34. No resolution to take effect until particulars have been registered 35. Power to any shareholder within one month after passing of resolution, to require company to retain moneys paid upon shares held by such person. 36. Company to specify amounts which shareholders have required them to retain under S.35; also to specify amounts of profits returned to shareholders. 36A. Power to issue redeemable shares. Subdivision of Shares 37. Shares may be divided into shares of smaller amount 38. Special resolution to be embodied in Memorandum of Association Articles of Association 39. Regulations to be prescribed by Articles of Association. 40. Application of Table A. Table A. First Schedule. 41. Signature and effect of Articles of Association Cap. 67. General Provisions 42. Registration of Memorandum and Articles 43. Effect of registration 44. Copies of Memorandum and Articles to be given to members Part II - Distribution of Capital and Liability of Members 45. Nature and interest in company 46. Definition of "member" 47. Transfer by personal representative 48. Register of members 49. Annual list of members and summary 50. Penalty on company not forwarding list to Registrar 51. Company to give notice of consolidation or of conversion of capital into stock 52. Effect of conversion of shares into stock 53. No trusts on register 54. Certificate of shares or stock 55. Inspection of register 56. Power to close register 57. Notice of increase of capital and of members to be given to Registrar 58. Remedy for improper entry, or omission of entry, in register 59. Notice to Registrar of rectification of register 60. Register to be evidence Reserve Capital 61. Reserve capital of company, how provided Liability of Members 62. Liability of present and past members of company Calls Upon Shares 63. Company may have some shares fully paid and others not 64. Manner in which shares are to be issued and held Transfer of Shares 65. Transfer may be registered at request of transferorbr> Share Warrants to Bearer 66. Warrant of limited shares fully paid up may be issued in name of bearerbr> 67. Effect of share warrantbr> 68. Re-registration of bearer of a share warrant in the registerbr> 69. Regulations of the company may make the bearer of a share warrant a member 70. Entries in register where share warrant issued 71. Particulars to be contained in annual summary 72. Penalties on persons committing forgery 73. Penalties on person falsely personating owner of shares 74. Penalties on persons engraving plates, etc. Contracts 75. Contracts how made 76. Prospectus, etc. to specify dates and names of parties to any contract made prior to issue of such prospectus, etc. Part III -Management and Administration Provisions for Protection of Creditors 77. Registered office of company 78. Notice of situation of registered office 79. Publication of name by a limited company 80. Penalties on non-publication of name 81. Register of mortgages 82. Certain companies to publish statement entered in First Schedule. 83. List of directors to be sent to Registrar 84. Penalty on company not keeping register of directors 85. Promissory notes and bills of exchange 86. Prohibition against carrying on business with less than a certain number of members 87. Company to hold meeting within four months after registration 88. General meeting of company 89. Power to alter regulations by special resolution 90. Definition of special resolution 91. Provision where no regulations as to meetings 92. Registry of special resolutions 93. Copies of special resolutions 94. Execution of deeds abroad 95. Examination of affairs of company by inspectors 96. Application for inspection to be supported by evidence 97. Inspection of books 98. Result of examination how dealt with 99. Power of company to appoint inspectors 100. Report of inspectors to be evidence Notices 101. Service of notices on company 102. Rules as to notices by letter 103. Authentication of notices of company Legal Proceedings 104. Recovery of penalties 105. Application of penalties 106. Evidence of proceedings at meetings 107. Provisions as to costs in actions brought by certain limited companies 108. Declaration in action against members Arbitration 109. Power for companies to refer matters to arbitration 110. Provisions of Arbitration Act 1976 to apply Part IV - Winding up Preliminary 111. Meaning of contributory 112. Nature and liability of contributory 113. Contributories in case of death 114. Contributories in case of bankruptcy Winding up by Court 115. Circumstances under which company may be wound up by Court 116. Company when deemed unable to pay its debts 117. Application for winding up to be made by petition 118. Commencement of winding up by Court 119. Court may grant injunction 120. Course to be pursued by Court on hearing petition 121. Actions and suits to be stayed after order for winding up 122. Copy of order to be forwarded to Registrar 123. Power of Court to stay proceedings 124. Effect of order on share capital of company limited by guarantee 125. Court may have regard to wishes of creditors or contributories Official Liquidator 126. Appointment of official liquidator 127. Resignations, removals, filling up vacancies, and compensation of official liquidator 128. Style and duties of official liquidator 129. Powers of official liquidator 130. Discretion of official liquidator 131. Solicitor to assist official liquidator Ordinary Powers of Court 132. Collection and application of assets 133. Provision as to representative contributories 134. Power of Court to require delivery of property 135. Power of Court to order payment of debts by contributories 136. Power of Court to make calls 137. Power of Court to order payment into bank 138. Regulation of account with Court 139. Provision in case of representative contributory not paying moneys ordered 140. Order conclusive evidence 141. Court may exclude creditors not proving within certain time 142. Court to adjust rights of contributories 143. Costs 144. Dissolution of company 145. Registrar to make minute of dissolution of company 146. Penalty on not reporting dissolution of company Extraordinary Powers of Court 147. Power of Court to summon before it persons suspected of having property of company 148. Examination of parties by Court 149. Power to arrest contributory about to abscond, or to remove or conceal any of his property 150. Powers of Court cumulative Enforcement of and Appeal from Orders 151. Power to enforce orders 152. Appeals from order 153. Affidavits, etc., sworn in UK, in the Territories or in foreign parts Voluntary Winding up of Company 154. Circumstances under which company may be wound up voluntarily 155. Commencement of voluntary winding up 156. Effect of voluntary winding up on status of company 157. Notice of resolution to wind up voluntarily 158. Consequences of voluntary winding up 159. Effect of winding up on share capital of company limited by guarantee 160. Power of company to delegate authority to appoint liquidators 161. Arrangement when binding on creditors 162. Power of creditor or contributory to appeal 163. Power of liquidators or contributories in voluntary winding up to apply to Court 164. Power of liquidators to call general meeting 165. Power to fill vacancy in liquidators 166. Power of Court to appoint liquidators 167. Liquidators on conclusion of winding up to make up an account 168. Liquidators to report meeting to Registrar 169. Costs of voluntary liquidation 170. Saving of rights of creditors 171. Power of Court to adopt proceedings of voluntary winding up Winding up Subject to the Supervision of the Court 172. Power of Court on application to direct winding up subject to supervision 173. Petition for winding up subject to supervision 174. Court may have regard to wishes of creditors 175. Power of Court to appoint additional liquidators in winding up subject to supervision 176. Effect of order of Court for winding up subject to supervision 177. Appointment in certain cases of voluntary liquidators to office of official liquidators Supplemental Provisions 178. Dispositions after the commencement of the winding up to be void 179. The books of the company to be evidence 180. As to disposal of books, accounts and documents of the company 181. Inspection of books 182. Power of assignee to sue 183. Proof of debts in winding up 184. General scheme of liquidation may be sanctioned 185. Power to compromise 186. Where compromise proposed, Court may order a meeting of creditors, etc. to decide as to such compromise 187. Powers for liquidators to accept shares etc. as a consideration for sale of property of company 188. Mode of determining price 189. Certain attachments, sequestration and executions to be void saving rights of Crown 190. Fraudulent preference 191. Power of Court to assess damages against delinquent directors and officers 192. Penalty on falsification of books 193. Prosecution of delinquent directors, etc. in case of winding up by Court 194. Prosecution of delinquent directors etc. in case of voluntary winding up by Court 195. Penalty of perjury 196. Wages and salary to be preferential claims 197. Such claims to rank equally 198. Liquidator to discharge same on receipt of sufficient assets Striking Companies off Register 199. Power of Registrar to strike names of defunct companies off register 200. Notice to be sent to company by Registrar 201. Notice in Gazette 202. Name to be struck off register and company dissolved 203. Court may order restoration of name and company 203.A Property of dissolved company to be bona vacantia 203.B Effect of Section 203 of company's revival after dissolution 203C. Crown disclaimer of property vesting as bona vacantia 204. Notice by post in above cases 205. Registrar to conform to regulations of Governor Procedure in Winding up by Court 206. Procedure in winding up by Court Part V - Constitution of Registration Office 207. Appointment of Registrar of companies etc. 208. Power of company to keep registers in U.K. or British Territories. Part Vl - Companies Authorized to Register 209. Registration of existing companies 210. Companies capable of being registered 211. Definition of joint stock company 212. Requisitions for registration by companies 213. Requisitions for registration by existing company not being a joint stock company 214. Power for existing company to register amount of stock instead of shares 215. Authentication of statements of existing companies 216. Registrar may require evidence as to nature of company 217. Exemption of certain companies from payment of fees 218. Power of company to change name 219. Certificate of registration of existing companies 220. Certificate to be evidence of compliance with Act 221. Transfer of property to company 222. Registration not to affect obligations incurred previous to registration 223. Continuation of existing actions 224. Effect of registration under Act 225. Power of Court to restrain further proceedings 226. Order for winding up company Part VII - Private Companies 227. Private company can convert into public company 228. Consequences attached to breach of certain Articles of private companies 229. Annual list, summary and certificate to be sent to Registrar Part VIII - Unregistered Companies 230. Winding up of unregistered companies, except Friendly Societies 231. Who to be deemed a contributory in event of unregistered company being wound up 232. Power of Court to restrain further proceedings 233. Effect of order for winding up unregistered company 234. Further provision in case of unregistered company 235. Provisions in this Part of Act cumulative Part IX - Companies Established Outside the Territory 235A.Requirements as to companies established outside the Territory Part X 236.Forms in Second Schedule 237.Right of appeal to the High Court Part XI - Miscellaneous 238.Interpretation 239.Licence fee 240.Striking off for failure to pay fee 241.Regulations | ||