THE COMPANIES ACT, 2004
ARRANGEMENT OF SECTIONS
PART I—Preliminary
1. Short title.
2. Interpretation. Incorporation of Companies and Matters Incidental Thereto
3. Mode of forming incorporated company.
4. Capacity and powers.
5. Powers reduced.
6. Validity of Acts. 7. Notice not presumed. Articles of Incorporation 8. Form of articles. 9. Regulations required in case of unlimited company or company limited by guarantee. 10. Alteration of articles by special resolution. Registration 11. Registration of articles. 12. Effect of registration. 13. Conclusiveness of certificate of incorporation. 14. Registration of unlimited company as limited. Provisions with respect to Names of Companies 15. Prohibition of registration of companies by undesirable names. 16. Power to dispense with “limited” in name of charitable and other companies. 17. Change of name. 18. Reservation of name. General Provisions with respect to Articles 19. Effect of articles. 20. Provision as to articles of companies limited by guarantee 21. Alterations of articles increasing liability to contribute to share capital not to bind existing members without consent. 22. Copies of articles to be given to members. Membership of Company 23. Definition of member. 24. Membership of holding company. Private Companies 25. Private companies. 26. Statement in lieu of prospectus to be delivered to Registrar by company ceasing to be private company. 27. Consequences of default in complying with conditions constituting company a private company. Mutual Fund Companies 27A. Mutual Fund Companies. Contracts, etc. 28. Form of contracts. 29. Pre-incorporation contracts. 30. Bills of exchange and promissory. 31. Execution of deeds abroad. 32. Company may have official seal for use abroad. Authentication of Documents 33. Authentication of documents.
PART II—SHARE CAPITAL AND DEBENTURES
34. Minimum share capital. 35. Authorized minimum. 36. Nature of shares. 37. Election to retain par value shares. 38. Consideration. 39. Stated capital accounts 40. Dating and registration of prospectus. 41. Specific requirements as to particulars in prospectus. 42. Experts consent to issue of prospectus containing statement by him. 43. Restriction on alternation of terms mentioned in prospectus or statement in lieu of prospectus. 44. Civil liability for statements in prospectus. 45. Criminal liability for misstatements in prospectus. 46. Document containing offer of shares or debentures for sale to be deemed prospectus. 47. Interpretation of provisions relating to prospectuses. Allotment 48. Prohibition of allotment unless minimum subscription received. 49. Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar. 50. Effect of irregular allotment. 51. Applications for, and allotment of shares and debentures. 52. Return as to allotments. Commissions, etc. 53. Power to pay certain commissions, and prohibition of payment of all other commissions, etc. 54. Statement in balance sheet, as to commissions. Construction of References of Offering Shares or Debentures to the Public 55. Construction of references to offering shares or debentures to public. Issue of Redeemable Shares 56. Power to issue redeemable shares. 57. Financing etc. of redemption. 58. Power of company to purchase own shares. 59. Alternative acquisition of company’s own shares. 60. Notice to shareholders of purchase by company of own shares 61. Pre-emptive rights. 62. Power to issue redeemable preference shares. Miscellaneous Provisions as to Share Capital 63. Power of company to arrange for different amounts being paid on shares. 64. Reserve liability of limited company. 65. Power of company limited by shares to alter its share capital. 66. Notice to Registrar of consolidation of share capital, conversion of shares into stock, etc. 67. Notice of increase of share capital. 68. Power of unlimited company to provide for reserve capital share on registration. 69. Power of company to pay interest out of capital in certain cases. 70. Redemption or cancellation of shares under Employees Share Ownership Plan Act. Reduction of Share Capital 71. Reduction of stated capital. 72. Effect of redemption, purchase, etc. Variation of Shareholders’ Rights 73. Rights of holders of special classes of shares. Transfer of Shares and Debentures, Evidence of Title, etc. 74. Nature and numbering of shares. 75. Transfer not to be registered except on production of instrument of transfer. 76. Registration of transfer on request of transferor. 77. Notice of refusal to register transfer. 78. Certification of transfers. 79. Duties of company with respect to issue of certificates. 80. Certificate evidence of title. 81. Evidence of grant of probate. 82. Issue and effect of share warrants to bearer. 83. Penalty for personation of shareholder. 84. Register of debenture holders. 85. Consequences of failure to comply with requirements as to register of debenture holders owing to agent’s default. 86. Inspection of register of debenture holders. 87. Application to registers of debenture holders of certain provisions relating to registers of members. 88. Liability of trustees for debenture holders. 89. Perpetual debentures. 90. Power to re-issue redeemed debentures in certain cases. 91. Specific performance of contracts to subscribe for debentures. 92. Payments of certain debts out of assets subject to floating charge in priority to claims under the charge.
PART III—REGISTRATION OF CHARGES
Registration of Charges with Registrar 93. Registration of charges. 94. Effect of registration. 95. Duty of company to register charges created by company. 96. Duty of company to register charges existing on property acquired. 97. Registrar to keep register charges. 98. Indorsement of certificate of registration on debenturees. 99. Entries of satisfaction and release of property from charge. 100. Rectification of register of charges. 101. Registration of enforcement of security. Provisions as to Company’s Register of Charges and as to Copies of Instruments creating Charges 102. Copies of instruments creating charges to be kept by company. 103. Company’s register of charges. 104. Right to inspect copies of instruments creating charges and company’s register of charges. 105. Application of Part III to charges created, and charges on property subject to charges acquired, by company incorporated outside the Island.
PART IV—MANAGEMENT AND ADMINISTRATION
Registered Office and Name 106. Registered office of company. 107. Publication of name by company. 108. Restriction on commencement of business. Register of Members 109. Register of members. 110. Index of members of company. 111. Provisions as to entries in register in relation to share warrants. 112. Inspection of register of members and index. 113. Consequences of failure to comply with requirements as to register owing to agent’s default. 114. Power to close register. 115. Power of Court to rectify register. 116. Trusts not to be entered on register. 117. Register to be evidence. Branch Register 118. Power for company to keep branch register. 119. Regulation as to branch register. 120. Provisions as to branch registers of companies incorporated abroad kept in the Island. Annual Reports 121. Duty to deliver annual returns. 122. Annual return to be made by company having a share capital. 123. Annual return to be made by company not having share capital. 124. General provisions as to annual returns. 125. Certificates to be sent by private company with annual return 126. Annual general meeting. 127. Statutory meeting and statutory report. 128. Convening of extraordinary general meeting on requisition. 129. Length of notice for calling meetings. 130. General provisions as to meetings and votes. 131. Proxies. 132. Right to demand a poll. 133. Voting on a poll. 134. Representation of companies at meetings of other companies and of other creditors. 135. Circulation of members’ resolutions. 136. Circulation of members’ circulars. 137. General provisions affecting sections 135 and 136. 138. Provisions as to extraordinary and special resolutions. 139. Registration and copies of certain resolutions and agreements. 140. Resolutions passed at adjourned meetings. 141. Participation by electronic means. 142. Minutes of proceedings of meetings of company and of directors and managers. 143. Inspection of minute books. Accounts and Audit 144. Books and documents of account. 145. Profit and loss account and balance sheet. 146. General provisions as to contents and form of accounts. 147. Obligation to lay group accounts before holding company. 148. Form of group accounts. 149. Contents of group accounts. 150. Financial year of holding company and subsidiary. 151. Meaning of “holding company” and “subsidiary”. 152. Requirements relating to balance sheets. 153. Right to receive copies of balance Sheets and auditors’s report. 154. Appointment and remuneration of auditors. 155. Qualification for appointment as auditor. 156. Disqualification for appointment as auditor. 157. Auditor’s report and right of access to books and to attend and be heard at general meetings. 158. Dividends. 159. Exception from the provision of Audited reports. Inspection 160. Investigation of company’s affairs on application of members. 161. Investigation of company’s affairs in other cases. 162. Power of inspectors to carry investigation into affairs of related companies. 163. Production of documents, and evidence on investigation. 164. Inspector’s report. 165. Proceedings on inspector’s report. 166. Expenses of investigation of company’s affairs. 167. Inspector’s report to be evidence. 168. Appointment and powers of inspectors to investigate ownership of company. 169. Power to require information as to persons interested in shares or debentures. 170. Power to impose restrictions on shares or debentures. 171. Saving for attorneys and bankers. Directors and other Officers 172. Number of directors and secretary. 173. Avoidance of acts done by persons in dual capacity as director and secretary. 174. Duty of care. 175. Restrictions on appointment or advertisement of director. 176. Validity of acts of directors. 177. Share qualifications of directors. 178. Appointments of directors to be voted on individually. 179. Removal of directors. 180. Court disqualified directors. 181. Provisions as to undischarged bankrupts acting as directors. 182. Disqualification for persistent breaches of Act. 183. Register of directors. 184. Illicit loans by company. 185. Permitted loans. 186. Approval of company requisite for payment in connection with transfer of property to director for loss of office, etc. 187. Approval of company required for any payment re transfer of its property to director for loss of office, etc. 188. Duty of director to disclose payment for loss of office, etc. made in connection with transfer of shares in company. 189. Provisions supplementary to sections 186, 187 and 188. 190. Particulars in accounts of directors salaries, pensions, etc. 191. Particulars in accounts of loans to officers, etc. 192. General duty to make disclosure for purposes of sections 190 and 191. 193. Disclosure by directors of interest in contracts. 194. Particulars with respect to directors in trade catalogues, circulars, etc. 195. Director’s service contracts to be open to inspection. 196. Duty of directors to disclose shareholdings in own company. 197. Register of interest notified under section 196. 198. Sanctions for non-compliance. 199. Application of section 196 to spouse and child. 200. Provisions as to assignment of office by directors. 201. Indemnifying directors, etc. 202. For derivative action. 203. Right to indemnity. 204. Insurance of directors, etc. 205. Court approval of indemnity. Arrangements and Reconstructions 206. Power to compromise with creditors and members. 207. Information as to compromises with creditors and members. 208. Provisions for facilitating reconstruction and amalgamation of companies. 209. Power to acquire shares of shareholders dissenting from scheme or contract approved by majority. 210. Scheme of arrangement company and connected person. 211. Power of Court to order pooling of assets. Complainants Remedies 212. Derivative actions. 213. Court powers. 213A. Remedy in case of Oppression.
PART V—WINDING UP
(i) PRELIMINARY Modes of Winding Up 214. Modes of Winding up. Contributories 215. Liability as contributories of present and past members. 216. Definition of contributory. 217. Nature of liability of contributory. 218. Contributories in case of death of member. 219. Contributories in case of bankruptcy of member. (ii) WINDING UP BY THE COURT Cases in which Company may be wound up by Court 220. Circumstances in which companies may be wound up by Court. 221. Definition of inability to pay debts. 222. Provisions as to applications for winding up. 223. Power of Court on hearing petition. 224. Power to stay or restrain proceedings against companies. 225. Avoidance of dispositions of property, etc. after commencement of winding up. 226. Avoidance of attachments, etc. Commencement of Winding Up 227. Commencement of winding up by the Court. Consequences of Winding Up Order 228. Copy of order to be forwarded to Registrar. 229. Actions stayed on winding up order. 230. Effect of winding up order. Trustee in Bankruptcy 231. Trustee in Bankruptcy to be Trustee for winding up purposes. 232. Statement of company’s affairs to be submitted to Trustees. 233. Report by Trustees. Liquidators 234. Power of Court to appoint liquidators. 235. Appointment and powers of provisional liquidator. 236. Appointment, style, etc. of liquidators. 237. Provisions where person other than Trustee is appointed liquidator. 238. General provisions as to liquidators. 239. Custody of company’s property. -’ 240. Vesting of company’s property in liquidator. 241. Powers of liquidator. 242. Exercise and control of liquidator’s powers. 243. Books to be kept by liquidator. 244. Payments of liquidator into bank 245. Audit of liquidator’s accounts. 246. Control of Registrar over liquidators. 247. Release of liquidator. Committees of Inspection 248. Meetings of creditors and contributories to determine whether committee of inspection shall be appointed. 249. Constitution and proceedings of committee of inspection. 250. Power of Minister where no committee of inspection. General Powers of Court in case of Winding Up by Court 251. Power to stay winding up. 252. Settlement of list of contributories and application of assets. 253. Delivery of property to liquidator. 254. Payment of debts due by contributory to company and extent to which set-off allowed. 255. Power of Court to make calls. 256. Payment into bank of moneys due to company. 257. Order on contributory conclusive evidence. 258. Appointment of special manager. 259. Power to exclude creditors not proving in time. 260. Adjustment of rights of contributories. 261. Inspection of books by creditors and contributories. 262. Power to order costs of winding up to be paid out of assets. 263. Power to summon persons suspected of having company property. 264. Power to order public examination of promoters, directors, etc. 265. Procedure at examination. 266. Power to arrest absconding contributory. 267. Powers of Court cumulative. 268. Delegation to liquidator of certain powers of Court. 269. Dissolution of company 270. Power to enforce orders. 271. Appeal from orders. (iii) Voluntary Winding up Resolution for, and Commencement of, Voluntary Winding Up 272. Circumstances in which company may be wound up voluntarily. 273. Notice of resolution to wind up voluntarily. 274. Commencement of voluntary winding up. Consequences of Voluntary Winding Up 275. Effect of voluntary winding up on business and status of company. 276. Avoidance of transfers, etc., after commencement of voluntary winding up. Declaration of Solvency 277. Statutory declaration of solvency in case of proposal to wind up voluntarily. Provisions applicable to a Members’ Voluntary Winding Up 278. Provisions applicable to members’ winding up. 279. Power of company to appoint and fix remuneration of liquidators. 280. Power to fill vacancy in office of liquidator. 281. Power of liquidator to accept shares, etc. as consideration for sale of company. 282. Duty of liquidator to call creditors’ meeting in case of insolvency. 283. Duty of liquidator to call general meeting at end of each year. 284. Final meeting and dissolution. 285. Alternative provisions as to annual and final meetings in case of insolvency. Provisions applicable to a Creditors’ Voluntary Winding Up 286. Provisions applicable to creditor’s winding up. 287. Meeting of creditors. 288. Appointment of liquidator. 289. Appointment of committee of inspection 290. Fixing of liquidators’ remuneration and cesser of directors’ powers. 291. Power to fill vacancy in office of liquidator. 292. Application of section 305 to creditors’ winding up. 293. Duty of liquidator to call meetings of company and of creditors at end of each year. 294. Final meeting and dissolution. Provisions applicable to every Voluntary Winding Up 295. Provision applicable to every voluntary winding up. 296. Distribution of company’s property. 297. Powers and duties of liquidator in voluntary winding up. 298. Power of Court to appoint and remove liquidator in voluntary winding up. 299. Notice by liquidator of his appointment. 300. Arrangement when binding on creditors. 301. Power to apply to Court to have questions determined or powers exercised. 302. Costs of voluntary winding up. 303. Saving for rights of creditors and contributories. (iv) Winding Up Subject to Supervision of Court 304. Power to order winding up subject to supervision. 305. Effect of petition for winding up subject to supervision. 306. Application of sections 225 and 226 to winding up subject to supervision. 307. Power of Court to appoint or remove liquidators. 308. Effect of supervision order. (v) Provisions Applicable to every Mode of Winding Up Proof and Ranking of Claims 309. Debts of all descriptions to be proved. 310. Application of bankruptcy rules in winding up of insolvent companies. 311. Preferential payments. 312. Fraudulent preference. 313. Liabilities and rights of certain fraudulently preferred person. 314. Effect of floating charge. 315. Disclaimer of onerous property. 316. Restriction of rights of creditor as to execution or attachment. 317. Duties of bailiff as to goods taken in execution. Offences Antecedent to or in Course of Winding Up 318. Offences by officers of companies in liquidation. 319. Penalty for falsification of books. 320. Fraud by officers of companies which have gone into liquidation. 321. Liability where proper accounts not kept. 322. Responsibility for fraudulent trading of persons concerned. 323. Power of Court to assess damages against delinquent directors, etc. 324. Prosecution of delinquent officers and members of company. Supplementary Provisions as to Winding Up 325. Disqualification for appointment liquidator. 326. Enforcement of duty of liquidator to make returns, etc. 327. Notification that company is in liquidation. 328. Exemption of certain documents from stamp duty on winding up of companies. 329. Books of company to be evidence. 330. Disposal of books and papers of company. 331. Information as to pending liquidations. 332. Unclaimed assets. 333. Resolutions passed at adjourned meetings of creditors and contributories. Supplementary Powers of Court 334. Meetings to ascertain wishes of creditors or contributories. 335. Affidavits, etc. 336. Power of Court to declare dissolution of company void. 337. Registrar may strike defunct company off register. 338. Property of dissolved company to be bona vacantia. 339. Power of Crown to disclaim title to property vesting under section 337. Rules and Fees 340. Rules and fees for winding up.
PART VI—RECEIVERS AND MANAGERS
341. Disqualification for appointment as receiver and for acting as receiver or manager. 342. Power to appoint Trustee as receiver for debenture holders or creditors. 343. Notification that receiver or manager appointed. 344. Power of Court to fix remuneration on application of liquidator. 345. Provisions as to information where receiver or manager appointed. 346. Special provisions as to statement submitted to receiver. 347. Delivery to Registrar of accounts of receivers and managers. 348. Enforcement of duty of receivers and managers to make returns, etc. 349. Liability of receiver for contracts, etc. 350. Construction of references to receivers and managers.
PART VII—REGISTRATION OFFICE AND FEES
351. Registrar of Companies and registration office. 352. Inspection, production and evidence of documents kept by Registrar. 353. Enforcement of duty of company to make returns to Registrar. PART VIII—APPLICATION OF ACT TO EXISTING COMPANIES 354. Application of Act to existing companies.
PART IX—WINDING UP OF UNREGISTERED COMPANIES
355. Meaning and winding up of unregistered company. 356. Contributories in winding up of unregistered company. 357. Power of Court to stay or restrain proceedings. 358. Action stayed on winding up order. 359. Winding up company incorporated outside the Island. 360. Provisions of Part IX cumulative. 361. Winding up of limited partnership.
PART X—COMPANIES INCORPORATED OUTSIDE THE ISLAND CARRYING ON BUSINESS WITHIN THE ISLAND
362. Companies to which Part X applies. 363. Documents, etc. to be delivered to Registrar by companies carrying on business in the Island. 364. Power of companies incorporated outside Island to hold lands. 365. Return to be delivered to Registrar where documents, etc. altered. 366. Accounts of company carrying on business in Island. 367. Obligation to state name of company, whether limited and country where incorporated. 368. Service on company to which Part X applies. 369. Removing company’s name from register. 370. Penalties. 371. Interpretation of Part X.
PART XI—RESTRICTIONS ON SALE OF SHARES AND OFFERS OF SHARES FOR SALE
372. Provisions with respect to prospectuses of foreign companies inviting subscriptions for shares or offering shares for sale. 373. Additional requirements as to prospectus. 374. Provisions as to expert’s consent and allotment. 375. Penalty for contravention of sections 373, 374 and 375. 376. Civil liability for misstatements in prospectus. 377. Interpretation of provisions as to prospectus.
PART XII—MISCELLANEOUS
Prohibition of Partnership with more than Twenty Members 378. Prohibition of partnerships with more than twenty members. Provisions relating to Banks 379. Prohibition of banking partnerships with more than ten members. 380. Application of certain provisions of this Act to unregistered companies. 381. Form of registers, etc. Miscellaneous Offences 382. Penalty for false statement. 383. Penalty for improper use of word “Limited”. Provisions as to Offences 384. Provision with respect to default fines and meaning of “officer in default”. 385. Prosecution of offences punishable by fine. 386. Production and inspection of books where offence suspected. Service of Documents and Legal Proceedings 387. Service of documents on company. 388. Costs in actions by certain limited companies. 389. Power of Court to grant relief in certain cases. 390. Saving for privileged communications. Savings, etc. 391. Savings. 392. Power to alter or add to certain requirements. 393. Power to make rules. 394. Fees. 395. Repeal. 396. Transitional.
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