Company Legislation
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AN ACT TO CONSOLIDATE AND REVISE THE LAW RESPECTING THE INCORPORATION,
MANAGEMENT AND CONTROL COMPANIES
The Companies Act - Date of Assent: 10th June, 1992
Part 1 - Preliminary
Section 1 Short Title and Commencement
Section 2 Interpretation
Part II - Constitution and Incorporation of Companies
(Legal Formalities)
Section 3 Method of Incorporation
Section 4 Mode of Limiting Liability of Members
Section 5 Memorandum of Company with Limited Liability
Section 6 Memorandum of Company with Unlimited Liability
Section 7 Memorandum of Company Limited by Guarantees
Section 8 Company Limited both by Shares and by
Guarantees
Section 9 Signature, etc. of Memorandum
Section 10 Articles of Association
Section 11 Signature and Effect of Articles
Section 12 Restriction on Names of Company
Section 13 Requirements as to Name
Section 14 Exclusion of "Limited" from Company Name
Section 15 Reserving Name
(Incorporation)
Section 16 Certificate of Incorporation and Consequences
Thereof
Section 17 Registered Office
Section 18 Company Records
Section 19 Register of Companies
Section 20 Copies of Memorandum and Articles to Members
Section 21 Publication of Name
Section 22 Pre-Incorporation Contracts
Section 23 Service of Documents on Company
(Capacity and Powers)
Section 24 Capacity and Powers
Section 25 Contracts
Section 26 Company Seal
Section 27 Bills and Notes
Section 28 Power of Attorney
Section 29 Alteration of Memorandum and Articles
Section 30 Permitted Loans
Section 31 Prohibited Loans
Section 32 Enforcement of Prohibited Loans
Section 33 Power to Refer Matters to Arbitration
Section 34 Authentication of Summons, Notices or Proceedings
Part III - Share Capital, Shareholders and Related Matters
(Share Capital)
Section 35 Nature of Shares and Certain Transfers
Section 36 Classes of Shares and Issue Thereof
Section 37 Variation of Shareholders' Rights
Section 38 Share Issue
Section 39 Consideration
Section 40 Restrictions on Allotment
Section 41 Contravention of Section 40
Section 42 Restrictions on Commencement of Business
Section 43 Return of Allotments
Section 44 Shares
Section 45 Cancellation of Shares
Section 46 Effect of Purchase Contract
Section 47 Commission for Share Purchase
Section 48 Issue of Share Warrants
Section 49 Alteration of Share Capital
Section 50 Reduction of Share Capital
Section 51 Court Confirmation of Reduction of Share Capital
Section 52 Order Confirming Reduction and Powers of Court
Section 53 Registration of Confirming Order & Minute of
Reduction
Section 54 Liability of Shareholders-Reduced Shares
Section 55 Changes in Share Capital-Notice to Registrar
(Members)
Section 56 Register of Members
Section 57 Rectification of Register of Members
Section 58 Annual List of Members, Return of Capital, Shares, etc
Section 59 Return-Beneficial Ownership of Shares
(Dividends)
Section 60 Payment of Dividends
Section 61 Prohibited Dividends
Section 62 Immunity of Shareholders
Section 63 Lien on Shares
Section 64 Liability of Present & Past Members
(Public Companies: Prospectus)
Section 65 Date of Publication, Copies, Registration
Section 66 Content
Section 67 Obligation of Companies without Issued Prospectus
Section 68 Restrictions on Alteration of Prospectus
Section 69 Liability for Statements in Prospectus
(Meetings & Proceedings)
Section 70 General Meeting
Section 71 Extraordinary General Meeting
Section 72 Meetings Called by the Court
Section 73 Place of Meetings
Section 74 Meetings Outside The Bahamas
Section 75 Quorum at Meetings
Section 76 Voting at Meetings & Evidence of Meetings
Section 77 Representative of Another Body/Joint Shareholders
Section 78 Unanimous Shareholders Agreement
Section 79 Proxies
Section 80 Notice of Meetings-Special Requirements
Section 81 Validity of Proxy Appointment
Section 82 Revocation of Proxy
Section 83 Applications of 79-82
Part IV - Management of Companies & Protection of Creditors and
Investors
(The Directors)
Section 84 Duty to Manage Company
Section 85 Number of Directors & Remuneration Thereof
Section 86 Duty of Care
Section 87 Disqualified Directors
Section 88 Directors Disqualified by Court
Section 89 Notice of Directors
Section 90 Termination of Office
Section 91 Resignation of Directors
Section 92 Removal of Directors
Section 93 Right to Notice
Section 94 Filling Vacancies
Section 95 Change in Number of Directors
Section 96 Notice of Change
Section 97 Directors' Meetings
Section 98 Notices and Waivers
Section 99 Adjourned Meetings
Section 100 Two-Director Boards
Section 101 Telephone Participation
Section 102 Delegation
Section 103 Limitation of Delegated Powers
Section 104 Validity of Acts
Section 105 Directors' Resolutions in Writing
(Liabilities of Directors
Section 106 Liability-Share Issue
Section 107 Liability-Other Acts
Section 108 Contribution for Judgement
Section 109 Recovery by Action
Section 110 Defence to Liability
Section 111 Time Limit on Liability
(Contractual Interest)
Section 112 Interests in Contracts and Declaration Thereof
Section 113 Validity of Certain Contracts
Section 114 Setting Aside of Contracts
(Officers of the Company)
Section 115 Designation of Officers, etc.
(Borrowing Powers of Directors)
Section 116 Borrowing Powers
(Procedural Matters and Indemnities)
Section 117 Dissenting to Resolutions
Section 118 Indemnifying Directors
Section 199 Indemnifying Other Persons
Section 120 Right to Indemnity
Section 121 Indemnity Approved by Court
Section 122 Insurance of Directors, etc.
(Financial Disclosure)
Section 123 Annual Financial Returns
Section 124 Omission of Matters
Section 125 Approval of Financial Statements
Section 126 Auditors Report
Section 127 Members' Copies
Section 128 Registrar's Copies
Section 129 Application of Sections 123-128
(Auditors)
Section 130 Appointment of Auditors
Section 131 Dispensing with Auditors
Section 132 Disqualified Auditors
Section 133 Auditors Qualifications
Section 134 Powers & Duties of Auditors
Section 135 Removal of Auditors
Section 136 Filing-Auditors' Vacancy
Section 137 Occurrence of Vacancy
Section 138 Auditors' Right to Notice
Section 139 Auditors' Compulsory Attendance at Meetings
Section 140 Statement by Auditors
Section 141 Notification of Error to Auditors
Section 142 Non Liability for Defamation
Section 143 Liability of Officers and Auditors
(Receivers)
Section 144 Appointment and Registration of Receiver
Section 145 Notice of Receivership
Section 146 Disqualified Receivers
Section 147 Functions of Receiver
Section 148 Functions of Receiver-Manager
Section 149 Court Appointed Receiver
Section 150 Receiver Under Instrument
Section 151 Duty of Care
Section 152 Duties of Receiver
Section 153 Directions by Court
Section 154 Liability of Receivers, etc.
Section 155 Preparation of Statement for Receiver
Section 156 Content of Statement
(Public companies - Insider Trading)
Section 157 Definitions
Section 158 Presumed Insider
Section 159 Liability of Insider
Section 160 Limitation and Application
Part V - Merger, Consolidation and Consequential Matters
Section 161 Definitions
Section 162 Merger and Consolidation
Section 163 Merger with Subsidiary
Section 164 Effect of Merger or Consolidation
Section 165 Disposition of Assets
Section 166 Redemption of Minority Shares
Section 167 Arrangements
Section 168 Rights of Dissenters
Part VI - Incorporation and Registration of Other Companies
(Incorporation of Companies Without Share Capital)
Section 169 Application
Section 170 Form of Memorandum
Section 171 By-Laws
Section 172 Directors
Section 173 Unlimited Membership
Section 174 Classes of Membership
Section 175 Admission to Membership
Section 176 Voting
Section 177 Transfer of Members' Interests
Section 178 Dissolution and Distribution
(Registration of Foreign Companies)
Section 179 Interpretation
Section 180 Carrying On Business in The Bahamas
Section 181 Registration of Foreign Companies
Section 182 Requirements for Registration of Foreign Companies
Section 183 Certificate of Registration
Section 184 Effect of Registration
Section 185 Capacity of Foreign Company
Section 186 Suspension of Registration
Section 187 Cancellation of Registration
Section 188 Revival of Registration
Section 189 Name Display
Section 190 Registered Office
Section 191 Returns
Part VII - Winding Up of Companies
(Preliminary)
Section 192 Definition of "Contributory"
Section 193 Nature of Liability of Contributory
Section 194 Contributories in Case of Death
Section 195 Contributories in Case of Bankruptcy
Section 196 Contributories in Case of Marriage
(Winding Up By Court)
Section 197 Circumstances
Section 198 Companies Deemed Unable to Pay Its Debts
Section 199 Application for Winding up to be made by Petition
Section 200 Power of Court
Section 201 Commencement of Winding Up
Section 202 Court Injunction
Section 203 Course Pursued by Court
Section 204 Actions, Suits, etc.
Section 205 Copy of Order Forwarded to Registrar
Section 206 Power of Court to Stay Proceedings
Section 207 Effect of Order on Share Capital of Company Limited
by Guarantee
Section 208 Court Regard to Wishes of Creditors of Contributories
(Official Liquidators)
Section 209 Appointment of Official Liquidator
Section 210 Resignation, Removals, etc.
Section 211 Style & Duties of Official Liquidator
Section 212 Powers of Official Liquidator
Section 213 Discretion of Official Liquidator
Section 214 Vesting of Property in Liquidator
Section 215 Assistance for Liquidator
(Ordinary Powers of Court)
Section 216 Collection and Application of Assets
Section 217 Provision as to Representative Contributories
Section 218 Power of Court to Require Delivery of Property
Section 219 Power of Court to Order Payment of Debts by
Contributories
Section 220 Power of Court to Make Calls
Section 221 Power of Court to Order Payment into Bank
Section 222 Regulation of Account with Court
Section 223 Representative Contributories Not Paying Monies
Ordered
Section 224 Order As Conclusive Evidence
Section 225 Court May Exclude Creditors Not Proven Within
Certain Time
Section 226 Court Adjustment of Rights of Contributories
Section 227 Court to Order Costs
Section 228 Dissolution of Company
Section 229 Registrar to Minute of Dissolution
(Extraordinary Powers of Court)
Section 230 Power of Court to Summon Persons
Section 231 Examination of Parties by Court
Section 232 Powers of Arrest
Section 233 Powers of Court Cumulative
Section 234 Power to Enforce Orders
(Voluntary Winding Up of Company)
Section 235 Circumstances Under Which Company May Be
Wound Up Voluntarily
Section 236 Commencement of Voluntary Winding Up
Section 237 Effect of Voluntary Winding Up
Section 238 Notice of Resolution to Winding Up
Section 239 Consequences of Voluntary Winding Up
Section 240 Special Powers & Duties of Liquidator
Section 241 Effect of Winding Up on Share Capital of Company
Limited by Guarantee
Section 242 Power of Company to Delegate Authority to
Appoint Liquidator
Section 243 Arrangement When Binding On Creditors
Section 244 Power of Creditor or Contributory to Appeal
Section 245 Powers of Liquidators or Contributories on Voluntary
Winding Up To Apply to Court
Section 246 Power of Liquidator to Call General Meeting
Section 247 Power to Fill Vacancy of Liquidator
Section 248 Power of Court to Appoint Liquidators
Section 249 Liquidators On Conclusion of Winding Up to Make
up an Account
Section 250 Liquidator to Report Meeting to Registrar
Section 251 Costs of Voluntary Liquidation
Section 252 Saving of Rights of Creditors
Section 253 Power of Court To Adopt Proceedings of voluntary
Winding Up
(Winding Up Subject to the Supervision of the Court)
Section 254 Power of Court on Application to Direct Winding
Up Subject to Supervision
Section 255 Petition for Winding Up Subject to Supervision
Section 256 Court May Have Regard to Wishes of Creditors
Section 257 Powers of Court to Appoint Additional Liquidators
in Winding Up Subject to Supervision
Section 258 Effect of Order of Court for Winding Up Subject
to Supervision
Section 259 Appointment of Voluntary Liquidators to Office
of Official Liquidators
(Supplemental Provisions)
Section 260 Dispositions After the Commencement of Winding
Up to be Rendered Void
Section 261 Company Books to be Evidence
Section 262 Disposal of Books, Accounts and Documents of
the Company
Section 263 Inspection of Books
Section 264 Power of Assignee to Sue
Section 265 Debts to be Proved
Section 266 Rules to be Observed
Section 267 Preferential Payments
Section 268 Liquidation Scheme May Be Approved
Section 269 Acceptance of Shares, etc. As Consideration for
Sale of Property of Company
Section 270 Mode of Determining Price
Section 271 Certain Attachments and Executions to be Void
Section 272 Fraudulent Preference
Section 273 Assessment of Damages Against Delinquent Directors
and Officers
Section 274 Prosecution of Delinquent Directors in Winding Up
by Court
Section 275 Prosecution of Delinquent Directors in Voluntary
Winding Up
Part VIII - Administrative Matters
Section 276 Responsibility of Registrar
Section 277 Application for Directions
Section 278 Registrar's Seal
Section 279 Delegation
Section 280 Power to Investigate
Section 281 Removal of Companies from Register
Section 282 Continuation of Liability
Section 283 Indemnity
Section 284 Returns to Registrar
Part IX - Civil Remedies, Civil Penalties and Offences
(Civil Remedies)
Section 285 Definitions
Section 286 Derivative Action
Section 287 Restraining Oppressive Action
Section 288 Limitation of Staying of Action
Section 289 Interim Costs
Section 290 Restraining Order
Section 291 Appeal from Registrar's Decisions
Section 292 Security for Costs
(Civil Penalties)
Section 293 Civil Penalties
Section 294 Recovery of Civil Penalties
(Offences)
Section 295 Criminal Liability and Proceedings
Section 296 Name Offence
Section 297 Establishing Prohibited Association
Section 298 Offence Regarding Reduction of Capital
Section 299 False Return Regarding Beneficial Ownership
of Shares
Section 300 False Reports and False Statements
Section 301 Unsigned Balance Sheet
Section 302 Insider Trading
Section 303 Falsification of Company Books, etc.
Section 304 Offences in the Course of Winding Up
Section 305 Miscellaneous Offences
Section 306 Penalty of Perjury
Part X - Miscellaneous
Section 307 Exemptions
Section 308 Fees - Third Schedule
Section 309 Amendment of Third Schedule
Section 310 Rules and Regulations
Section 311 Repeals & Savings - Fourth Schedule
Section 312 Existing Companies
First Schedule - Articles of Association of A Company Limited By
Shares
Preliminary
Business
Shares
Lien
Transfer and Transmission of Shares
Forfeiture of Shares
Conversion of Shares into Stock
Share Warrants
Alteration of Capital
General Meetings
Proceedings at General Meetings
Votes of Members
Powers and Duties of Directors
The Seal
Rotation of Directors
Proceedings of Directors
Dividends and Reserve
Accounts
Notices
Second Schedule
By-Laws
Third Schedule
Fees to be Paid to the Registrar
Fourth Schedule
Companies Act, Ch. 279
Foreign Companies Act, Ch. 280
AN ACT TO AMEND THE COMPANIES ACT
The Companies (Amendment) Act - Date of Assent: 17th October, 1994
Section 1 Short Title
Section 2 Amendment of Section 2 of the Principal Act
Section 2A Amendment of Section 3 of the Principal Act
Section 3 Amendment of Section 12 of the Principal Act
Section 4 Amendment of Section 14 of the Principal Act
Section 5 Amendment of Section 17 of the Principal Act
Section 6 Amendment of Section 27 of the Principal Act
Section 7 Amendment of Section 29 of the Principal Act
Section 8 Amendment of Section 35 of the Principal Act
Section 9 Amendment of Section 51 of the Principal Act
Section 10 Repeal and Replacement of Section 67 of the
Principal Act
Section 11 Repeal and Replacement of Section 68 of the
Principal Act
Section 12 Amendment of Section 69 of the Principal Act
Section 13 Amendment of Section 70 of the Principal Act
Section 14 Amendment of Section 85 of the Principal Act
Section 15 Amendment of Section 97 of the Principal Act
Section 16 Amendment of Section 116 of the Principal Act
Section 17 Amendment of Section 130 of the Principal Act
Section 18 Repeal and Replacement of Section 131 of the
Principal Act
Section 19 Amendment of Section 143 of the Principal Act
Section 20 Amendment of Section 165 of the Principal Act
Section 21 Amendment of Section 167 of the Principal Act
Section 22 Repeal and Replacement of Section 169 of the
Principal Act
Section 23 Amendment of Section 182 of the Principal Act
Section 24 Amendment of Section 185 of the Principal Act
Section 25 Amendment of Section 188 of the Principal Act
Section 26 Repeal of Section 196 of the Principal Act
Section 27 Amendment of Section 235 of the Principal Act
Section 28 Amendment of the Principal Act (Insertion after
Section 284)
Section 29 Amendment of Section 312 of the Principal Act
AN ACT TO AMEND THE COMPANIES ACT, 1992
The Companies (Amendment) Act - Date of Assent: 18th February, 1999
Section 1 Short title
Section 2 Amendment of Section 12 of the Principal Act
Section 3 Repeal and Replacement of Section 266 of the
Principal Act
Section 4 Amendment of the First Schedule to the Principal Act
AN ACT TO AMEND THE COMPANIES ACT, 1992
The Companies (Amendment) Act - Date of Assent: 30th June, 1999
Section 1 Short title
Section 2 Amendment of Section 212 of Principal Act
AN ACT TO ESTABLISH EXEMPTED LIMITED PARTNERSHIPS AND
FOR CONNECTED PURPOSES
The Exempted Limited Partnership Act - Date of Assent: 29th March,
1995
Section 1 Short Title
Section 2 Interpretation
Section 3 Provisions of Partnership Act to Apply
Section 4 Constitution
Section 5 Establishment
Section 6 Name and Registered Office
Section 7 Modification of General Law
Section 8 Registrar
Section 9 Registration
Section 10 Changes in Registered Particulars
Section 11 Register of Limited Partnership Interests
Section 12 Right to Accounts
Section 13 Proceedings
Section 14 Return of Contributions
Section 15 Dissolution
Section 16 Inspection & Certification
Section 17 Exemptions
Section 18 Regulations
Section 19 Annual Return
Section 20 Transactions with the Exempted Limited Partnership
Section 21 Re-registration
Section 22 When Licence Not Required
AN ACT TO AMEND THE EXEMPTED LIMITED PARTNERSHIP ACT
The Exempted Limited Partnership (Amendment) Act - Date of Assent:
30th June, 1999
Section 1 Short title
Section 2 Amendment to Section 17 (SS4) of Principal Act (Deletion
of
Paragraph a)
AN ACT TO PROVIDE FOR THE INCORPORATION, REGISTRATION AND OPERATION
OF INTERNATIONAL BUSINESS COMPANIES
The International Business Companies Act - Date of Assent: 11th
January, 1990
Part 1 - Preliminary
Section 1 Short Title and Commencement
Section 2 Interpretation
Part II - Constitution of Companies
Section 3 Incorporation
Section 4 Restrictions on Incorporation
Section 5 Requirements of International Business Company
Section 6 Effect of Failure to Satisfy Requirements of Section 5
Section 7 Personal Liability
Section 8 Business Objects or Purposes
Section 9 Powers
Section 10 Validity of Acts of Company
Section 11 Incorporation
Section 12 Memorandum
Section 13 Articles
Section 14 Registration
Section 15 Certificate of Incorporation
Section 16 Certificate to be evidence of Compliance
Section 17 Amendment of Memorandum of Articles
Section 18 Copies of Memorandum and Articles to members
Part III - Capital and Dividends
Section 19 Consideration for Shares
Section 20 Amount of Consideration
Section 21 Fractional Shares
Section 22 Capital and Surplus Accounts
Section 23 Dividend of Shares
Section 24 Increase or Reduction of Capital
Section 25 Division and Combination of Shares
Section 26 Nature of Shares
Section 27 Share Certificates
Section 28 Share Registers
Section 29 Rectification of Share Register
Section 30 Transfer of Registered Shares
Section 31 Transfer of Bearer Shares
Section 32 Seizure
Section 33 Acquisition of Shares
Section 34 Treasury Shares Disabled in respect of Voting
and Dividends
Section 35 Increase or Reduction of Capital
Section 36 Dividends
Section 37 Appreciation of Assets
Part IV - Registered Office and Agent
Section 38 Registered Offices
Section 39 Registered Agent
Section 40 Penalty for Contravention of Sections 38 & 39
Part V - Directors, Officers, Agents and Liquidations
Section 41 Management by Directors
Section 42 Election, Term and Removal of Directors
Section 43 Number of Directors
Section 44 Powers of Directors
Section 45 Emoluments of Directors
Section 46 Committee of Directors
Section 47 Meeting of Directors
Section 48 Notice of Meetings of Directors
Section 49 Quorum for Meetings of Directors
Section 50 Consents of Directors
Section 51 Alternates for Directors
Section 52 Offices and Agents
Section 53 Standard of Care
Section 54 Reliance on Records and Reports
Section 55 Conflict of Interests
Section 56 Indemnification
Section 57 Insurance
Part VI - Protection of Members and Creditors
Section 58 Meetings of Members
Section 59 Notice of Meetings of Members
Section 60 Quorum for Meetings of Members
Section 61 Voting by Members
Section 62 Consents of Members
Section 63 Service of Notices on Members
Section 64 Service of Process, etc. on Company
Section 65 Books, Records and Common Seal
Section 66 Inspection of Books and Records
Section 67 Contracts Generally
Section 68 Pre-Incorporation Contracts
Section 69 Notes and Bills of Exchange
Section 70 Power of Attorney
Section 71 Authentication or Attestation
Section 72 Company Without a Member
Part VII - Merger, Consolidation, Sale of Assets, Forced Redemptions,
Arrangements, and Dissenters
Section 73 Interpretation for Purposes of Part VII
Section 74 Mergers and Consolidations
Section 75 Merger With Subsidiary
Section 76 Effect of Merger or Consolidation
Section 77 Merger of Consolidation with Foreign Company
Section 78 Disposition of Assets
Section 79 Redemption of Minority Shares
Section 80 Arrangements
Section 81 Rights of Dissenters
Part VIII - Continuation
Section 82 Continuation
Section 83 Provisional Registration
Section 84 Certification of Continuation
Section 84 Effect of Continuation
Section 86 Continuation Under Foreign Law
Part IX - Winding-Up, Dissolution and Striking-Off
Section 87 Winding-up by Resolution of Directors
Section 88 Voluntary Winding-up and Dissolution
Section 89 Powers of Directors in Winding-up and Dissolution
Section 90 Duties of Liquidator
Section 91 Powers of Liquidator
Section 92 Procedures on Winding-up and Dissolution
Section 93 Rescission of Winding-up and Dissolution
Section 94 Winding-up and Dissolution of Company Unable To Pay Its
Claims, etc.
Section 95 Winding-up and Dissolution by the Court
Section 96 Receivers and Managers
Section 97 Striking-Off
Section 98 Restoration to Register
Section 99 Effect of Striking-off
Section 100 Appointment of Official Liquidator
Section 101 Dissolution of Company Struck Off
Part X - Fees and Penalties
Section 102 Fees
Section 103 Licence Fees
Section 104 Penalties Payable to Registrar
Section 105 Recovery of Penalties, etc.
Section 106 Company Struck Off Liable for Fees, etc.
Section 107 Fees, etc. Paid into Consolidated Fund
Section 108 Fees payable to Registrar
Part XI - Exemptions
Section 109 Exemptions-Certain Taxes, Duties & Exchange Control
Restrictions
Part XII - Miscellaneous
Section 110 Regulations
Section 111 Form of Certificate
Section 112 Certificate of Good Standing
Section 113 Inspection of Documents
Section 114 Jurisdiction
Section 115 Declaration by Court
Section 116 Judge in Chambers
Section 117 Minister Vary Fees
AN ACT TO AMEND THE INTERNATIONAL BUSINESS COMPANIES ACT
The International Business Companies (Amendment) Act
Date of Assent: 29th December, 1992
Section 1 Short Title
Section 2 Repeal & Replacement of Section 5 (1a) of Principal Act
Section 3 Insertion of Subsections (3) and (4) of Section 5
in Principal Act
Section 4 Repeal & Replacement of Section 39 of Principal Act
Section 5 Repeal & Replacement of Section 65(3) of Principal Act
Section 6 Amendment of Section 65(6) of Principal Act
AN ACT TO AMEND THE INTERNATIONAL BUSINESS COMPANIES ACT
The International Business Companies (Amendment) Act
Date of Assent: 27th October, 1994
Section 1 Short Title
Section 2 Amendment of Section 2 of the Principal Act
Section 3 Amendment of Section 5 of the Principal Act
Section 4 Amendment of Principal Act (Insertion after Section 7)
Section 5 Amendment of Section 11 of the Principal Act
Section 6 Amendment of Section 12 of the Principal Act
Section 7 Amendment of Section 17 of the Principal Act
Section 8 Amendment of Section 20 of the Principal Act
Section 9 Amendment of Section 28 of the Principal Act
Section 10 Amendment of Section 38 of the Principal Act
Section 11 Amendment of Section 39 of the Principal Act
Section 12 Amendment of the Principal Act (Insertion after
Section 40)
Section 13 Amendment of the Principal Act
Section 14 Amendment of the Principal Act (Insertion after
Section 41)
Section 15 Amendment of the Principal Act (Insertion after
Section 51)
Section 16 Amendment of Section 57 of the Principal Act
Section 17 Amendment of Section 65 of the Principal Act
Section 18 Amendment of Section 80 of the Principal Act
Section 19 Amendment of Section 83 of the Principal Act
Section 20 Amendment of Section 86 of the Principal Act
Section 21 Amendment of Section 88 of the Principal Act
Section 22 Amendment of the Principal Act (Insertion after
Section 88)
Section 23 Amendment of Section 92 of the Principal Act
Section 24 Amendment of Section 93 of the Principal Act
Section 25 Amendment of Section 98 of the Principal Act
Section 26 Amendment of Section 101 of the Principal Act
Section 27 Amendment of the Principal Act (Limited Duration
Company)
Section 28 Amendment of Section 102 of the Principal Act
Section 29 Amendment of Section 103 of the Principal Act
Section 30 Repeal of Section 114 of the Principal Act
AN ACT TO AMEND THE INTERNATIONAL BUSINESS COMPANIES ACT
The International Business Companies (Amendment) Act
Date of Assent: 1st July, 1998
Section 1 Short Title
Section 2 Amendment of Section 102 of the Principal Act
Section 3 Amendment of Section 103 of the Principal Act
Section 4 Transitional and Savings
AN ACT TO AMEND THE INTERNATIONAL BUSINESS COMPANIES ACT
The International Business Companies (Amendment) Act
Date of Assent: 30th June, 1999
Section 1 Short title
Section 2 Amendment of Section 109 of Principal Act
AN ACT TO PROVIDE FOR THE INCORPORATION, REGISTRATION AND OPERATION
OF INTERNATIONAL BUSINESS COMPANIES
The International Business Companies Act, 2000 - 29 December, 2000
Part 1 - Preliminary
Section 1 Short Title and Commencement
Section 2 Interpretation
Part II - Constitution of Companies
Section 3 Incorporation
Section 4 Requirements of International Business Company
Section 5 No Criminal Objects or Purposes
Section 6 Contravention of Section 5
Section 7 Personal Liability
Section 8 Mode of Limiting Liability of Members
Section 9 Company Limited Both by Shares and by Guarantee
Section 10 Powers
Section 11 Validity of Acts of Company
Section 12 Name
Section 13 Memorandum
Section 14 Articles
Section 15 Registration
Section 16 Certificate of Incorporation
Section 17 Certificate to be Evidence of Compliance
Section 18 Amendment of Memorandum of Articles
Section 19 Copies of Memorandum and Articles to Members
Part III - Capital and Dividends
Section 20 Consideration for Shares
Section 21 Amount of Consideration
Section 22 Fractional Shares
Section 23 Capital and Surplus Accounts
Section 24 Dividend of Shares
Section 25 Increase or Reduction of Capital
Section 26 Division and Combination of Shares
Section 27 Nature of Shares
Section 28 Share Certificates
Section 29 Share Registers
Section 30 Rectification of Share Register
Section 31 Transfer of Registered Shares
Section 32 Acquisition of Shares
Section 33 Treasury Shares Disabled in respect of Voting and Dividends
Section 34 Increase or Reduction of Capital
Section 35 Dividends
Section 36 Appreciation of Assets
Part IV - Registered Office and Agent
Section 37 Registered Offices
Section 38 Registered Agent
Section 39 Register of Registered Agent
Part V - Directors, Officers, Agents and Liquidators
Section 40 Management by Directors
Section 41 Unanimous Shareholder Agreement
Section 42 Election, Term and Removal of Directors
Section 43 Number of Directors
Section 44 Register of Directors
Section 45 Powers of Directors
Section 46 Emoluments of Directors
Section 47 Board of Directors
Section 48 Meeting of Directors
Section 49 Notice of Meetings of Directors
Section 50 Quorum for Meetings of Directors
Section 51 Consents of Directors
Section 52 Alternates for Directors
Section 53 Offices and Agents
Section 54 Standard of Care
Section 55 Reliance on Records and Reports
Section 56 Conflict of Interests
Section 57 Indemnification
Section 58 Insurance
Part VI - Protection of Members and Creditors
Section 59 Meetings of Members
Section 60 Notice of Meetings of Members
Section 61 Quorum for Meetings of Members
Section 62 Voting by Members
Section 63 Consents of Members
Section 64 Service of Notices on Members
Section 65 Service of Process, etc. on Company
Section 66 Books, Records and Common Seal
Section 67 Inspection of Books and Records
Section 68 Contracts Generally
Section 69 Pre-Incorporation Contracts
Section 70 Notes and Bills of Exchange
Section 71 Power of Attorney
Section 72 Authentication or Attestation
Section 73 Company Without a Member
Part VII - Merger, Consolidation, Sale of Assets, Forced Redemptions,
Arrangements, and Dissenters
Section 74 Interpretation for Purposes of Part VII
Section 75 Mergers and Consolidations
Section 76 Merger With Subsidiary
Section 77 Effect of Merger or Consolidation
Section 78 Merger of Consolidation with Foreign Company
Section 79 Disposition of Assets
Section 80 Redemption of Minority Shares
Section 81 Arrangements
Section 82 Rights of Dissenters
Part VIII - Continuation
Section 83 Continuation
Section 84 Provisional Registration
Section 85 Certification of Continuation
Section 86 Effect of Continuation
Section 87 Continuation Under Foreign Law
Part IX - Winding-Up, Dissolution and Striking-Off
Section 88 Definition of Contributory
Section 89 Nature of Liability of Contributory
Section 90 Contributories in Case of Death
Section 91 Contributories in Case of Bankruptcy
Section 92 Circumstances Giving Rise to Winding Up by Court
Section 93 Company Deemed Unable to Pay its Debts
Section 94 Application for Winding up to be Made by Petition
Section 95 Power of Court
Section 96 Commencement of Winding up
Section 97 Court May Grant Injunction
Section 98 Course to be Pursued by Court
Section 99 Actions and Suits to be Stayed
Section 100 Copy of Order to be Forwarded to Registrar
Section 101 Power of Court to Stay Proceedings
Section 102 Effect of Order on Share Capital of Company Limited
by Guarantee
Section 103 Court May Have Regard to Wishes of Creditors or Contributors
Section 104 Appointment of Official Liquidator
Section 105 Remuneration of Official Liquidator
Section 106 Style and Duties of Official Liquidator
Section 107 Power of Official Liquidator
Section 108 Discretion of Official Liquidator
Section 109 Vesting of Property in Liquidator
Section 110 Assistance for Liquidator
Section 111 Collection and Application of Assets
Section 112 Provisions as to Representative Contributories
Section 113 Power of Court to Require Delivery of Property
Section 114 Power of Court to Order Payment of Debts by Contributory
Section 115 Power of Court to Make Calls
Section 116 Power of Court to Order Payment Into Bank
Section 117 Regulation of Account with Court
Section 118 Representative Contributory Not Paying Moneys Ordered
Section 119 Order Conclusive Evidence
Section 120 Court May Exclude Creditors Not Providing (Debts or
Claims)in
Certain
Time
Section 121 Court to Adjust Rights of Contributories
Section 122 Court to Order Costs
Section 123 Dissolution of Company
Section 124 Registrar to Make Minute of Dissolution
Section 125 Power of Court to Summon Persons
Section 126 Examination of Parties by Court
Section 127 Power of Arrest
Section 128 Power of Court Cumulative
Section 129 Power to Enforce Orders
Section 130 Winding up by Resolution of Directors
Section 131 Voluntary Winding up and Dissolution
Section 132 Appointment of Liquidator
Section 133 Power of Directors in a Winding up and Dissolution
Section 134 Duties of Liquidator
Section 135 Powers of Liquidator
Section 136 Power of Liquidators or Contributories in Voluntary
Winding up to Apply to Court
Section 137 Procedure on Winding up and dissolution
Section 138 Effect of voluntary winding up
Section 139 Rescinding of Winding up and Dissolution
Section 140 Winding up and Dissolution of Company Unable to
Pay Its Claims, etc.
Section 141 Power of Court on Application to Direct Winding up
Section 142 Petition for Windup Up
Section 143 Court May Have Regard to Wishes of Creditors
Section 144 Powers of Court to Appoint Additional Liquidators
in Winding Up
Section 145 Effect of Order of Court for Winding up
Section 146 Appointment of Voluntary Liquidators to Office of
Official Liquidators
Section 147 Disposition After the Commencement of Windup
Up Void
Section 148 Books of the Company to be Evidence
Section 149 Disposal of Books, Accounts and Documents of
the Company
Section 150 Inspection of Books
Section 151 Power of Assignee to Sue
Section 152 Debts to be Proved
Section 153 Rules to be Observed
Section 154 Preferential Payments
Section 155 Liquidation Scheme
Section 156 Acceptance of Shares, etc. as Consideration for
Sale of Property
Section 157 Mode of Determining Price
Section 158 Certain Attachments and Executions to be Void
Section 159 Fraudulent Preference
Section 160 Assessment of Damages Against Delinquent
Directors and Officers
Section 161 Prosecution of Delinquent Directors in Winding
up by Court
Section 162 Prosecution of Delinquent Directors in Voluntary
Winding up
Section 163 Receivers and Managers
Section 164 Striking Off
Section 165 Restoration to Register
Section 166 Effect of Striking Off
Section 167 Appointment of Official Liquidator
Section 168 Dissolution of Company Struck Off
Part X - Limited Duration Company
Section 169 Interpretation for Purposes of Part X
Section 170 International Business Company May Apply to be
Registered as a Limited Duration Company
Section 171 Registration of Limited Duration Company
Section 172 Contents of Articles of Limited Duration Company
Section 173 Winding up of a Limited Duration Company
Section 174 Cancellation of Registration
Part XI - Fees and Penalties
Section 175 Fees
Section 176 Penalties Payable to Registrar
Section 177 Criminal Liability and Proceedings
Section 178 Name Offence
Section 179 Failure to Keep Share Register
Section 180 False Reports and False Statements
Section 181 Miscellaneous Offence
Section 182 Recovery of Penalties, etc.
Section 183 Company Struck Off Liable for Fees, etc.
Section 184 Fees, etc. Paid into Consolidated Fund
Section 185 Fees payable to Registrar
Part XII - Exemptions
Section 186 Exemptions
Part XIII - Miscellaneous
Section 187 Regulations
Section 188 Form of Certificate
Section 189 Certificate of Good Standing
Section 190 Inspection of Documents
Section 191 Declaration by Court
Section 192 Judge in Chambers
Section 193 Minister Vary Fees
Section 194 Repeal
Section 195 Transitional Provision
Schedule
Fees to be Paid to the Registrar
AN ACT TO AMEND THE INTERNATIONAL BUSINESS COMPANIES ACT, 2000
The International Business Companies (Amendment) Act, 2001 - 7 September,
2001
Section 1 Short Title and Commencement
Section 2 Amendment of Section 2 of the Principal Act
Section 3 Repeal and Replacement of Section 4 of the Principal Act
Section 4 Amendment of Section 10 of the Principal Act
Section 5 Amendment of Section 15 of the Principal Act
Section 6 Amendment of Section 25 of the Principal Act
Section 7 Amendment of Section 29 of the Principal Act
Section 8 Amendment of Section 32 of the Principal Actbr
Section 9 Amendment of Section 33 of the Principal Act
Section 10 Amendment of Section 42 of the Principal Act
Section 11 Repeal and Replacement of Section 43 of the Principal Act
Section 12 Amendment of Section 44 of the Principal Act
Section 13 Amendment of Section 47 of the Principal Act
Section 14 Repeal and Replacement of Section 50 of the Principal Act
Section 15 Amendment of Section 51 of the Principal Act
Section 16 Amendment of the Principal Act (Adding Section 52A)
Section 17 Amendment of Section 56 of the Principal Act
Section 18 Amendment of Section 59 of the Principal Act
Section 19 Amendment of Section 81 of the Principal Act
Section 20 Amendment of Section 92 of the Principal Act
Section 21 Amendment of Section 112 of the Principal Act
Section 22 Amendment of Section 135 of the Principal Act
Section 23 Amendment of Section 140 of the Principal Act
Section 24 Amendment of Section 164 of the Principal Act
Section 25 Amendment of Section 175 of the Principal Act
Section 26 Amendment of Section 186 of the Principal Act
Section 27 Repeal and Replacement of Section 194 of the Principal Act
Section 28 Amendment of Section 195 of the Principal Act
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