(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 difference, 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 shares, 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 p roceedings 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 this Law with respect to winding up by the Court, to pa y 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 22 Companies Law (2010 Revision) (b) if the company is wound up, the Court, on the application 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.

s.19Penalty for concealment of names of creditors

MODIFIED

A person who, being a director, manager, secretary or other officer of the company - Penalty for concealment of names of creditors (a) wilfully conceals the name of any creditor entitled to object to the reduction; (b) 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, is guilty of a misdemeanour and liable on summary conviction to a fine of two hundred dollars or to imprisonment for six months. 20. There may, in the case of a company limited by shares, and there shall, in the case of a company limited by guarantee or unlimited, be registered with the memorandum, articles of association signed by the subscribers to the memorandum and prescribing regulations for the company. Articles prescribing regulations for companies

s.26Registration

MODIFIED

(1) The memorandum of association and the articles of association, if any, shall be delivered in duplicate to the Registrar who shall file and retain the original thereof and shall return the duplicate thereof endorsed with a memorandum of registration and a memorandum of the particulars set out in subsection (2). Registration 24 Companies Law (2010 Revision) (2) Each memorandum of association and the articles of association, if any, 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 and articles of association, if any, insofar as they are not included therein- (a) the name of the company; (b) the part of the Islands in which the registered office of the company is proposed to be situate; (c) the amount of capital of the company and, in the case of a company having its share capital divided into shares of a nominal or par value, the number of shares into which it is divided and the fixed amounts thereof; (d) the names and addresses of the subscribers to the memorandum and the number of shares taken by each subscriber; (e) the date of execution of the memorandum of association; (f) the date of filing of the memorandum of association; (g) the number assigned to the company; and (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, and any of the particulars as hereinbefore specified which may be inappropriate to the case may be omitted. (4) Upon the filing of a memorandum of association under this section, there shall be paid to the Registrar- (a) in respect of a non-resident company- (i) with no registered capital, or a registered capital not exceeding $42,000, a fee of $575; and (ii) with a registered capital exceeding $42,000, a fee of $815; (b) in respect of an exempted company- (i) with no registered capital, or a registered capital not exceeding $42,000, a fee of $600; (ii) with a registered capital exceeding $42,000, but not exceeding $820,000 a fee of $900; (iii) with a registered capital exceeding $820,000 but not exceeding $1,640,000, a fee of $1,884; and (iv) with a registered capital exceeding $1,640,000, a fee of $2,468; and (c) in respect of any other company- (i) with no registered capital or a registered capital not exceeding $42,000, a fee of $300; and (ii) with a registered capital exceeding $42,000, a fee of $500. 25 Companies Law (2010 Revision)

s.32Section 32

MODIFIED

(1) A company which is empowered by any law or by its articles of association to issue bearer shares, certificates or coupons, has no power to hold land in the Islands: Company with power to issue bearer shares not to hold land in the Islands Provided that the Financial Secretary may, at his discretion, in the case of an exempt company so empowered that has never issued bearer shares, certificates o r coupons, exempt that company in writing from subsection (1) for as long as it does not issue bearer shares, certificates or coupons. (2) If a company is in breach of subsection (1), section 185(2), (3) and (4) shall apply, mutatis mutandis , to the company as if it were a foreign company which had failed to comply with Part IX. (3) In this section- “hold land” means to be the proprietor of a legal or beneficial interest in or clai m to, or over immovable property whether freehold or leasehold and includes being the proprietor of a legal or beneficial interest in the equity capital of a company which holds land; and “equity capital” with respect to company includes shares, stock and scrip whethe r registered, inscribed or bearer which (other than by way of a fixed and p redetermined right to interest and repayment of subscribed capital at par) entitles the owner to any variable right of participation in the profits of the compan y whether by way of dividend, bonus or conversion, or to share in the distribution o f the assets of the company upon a winding up. 28 Companies Law (2010 Revision)

s.41Section 41

MODIFIED

(1) Every company, other than an exempted company, having a capital divided into shares shall make a list of all persons who, on the fourteenth day following the date on which the ordinary general meeting, or if there is more than one ordinary general meeting in each year, the first of such ordinary general meetings, is held, are members of the company; and such lists shall state the names and addresses of all the members therein mentioned, and the number of shares held by each of them, and shall contain a summary specifying the- Annual list of members and return of capital, shares, calls, etc. (a) amount of the capital of the company and the number of shares into which it is divided; (b) number of shares taken from the commencement of the company up to the date of the summary; (c) amount of calls made on each share; (d) total amount of calls received: (e) total amount of calls unpaid; (f) total number of shares forfeited; and (g) names and addresses of the persons who have ceased to be members since the last list was made, and the number of shares held by each of them. This list and summary shall be contained in a separate part of the register of the company and shall be completed within seven days after such fourteenth day as is mentioned in this section, and a copy shall be forwarded to the Registrar in January of each year after the year of its incorporation. (2) Every company, other than an exempted company, shall, in January of each year after the year of its registration, pay to the Registrar- (a) in the case of a non-resident company- (i) with no registered capital, or a registered capital not exceeding $42,000, an annual fee of $575; and (ii) with a registered capital exceeding $42,000, an annual fee of $815; and (b) in the case of any other company- (i) with no registered capital, or a registered capital not exceeding $42,000, an annual fee of $300; and (ii) with a registered capital exceeding $42,000, an annual fee of $500. 37 Companies Law (2010 Revision) (3) Each such annual fee shall be tendered with the list and summary required under subsection (1). A company which has failed to forward to the Registrar any copy required to be forwarded in any January shall be deemed not to have made any default in complying with 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 month of January, whichever is the shorter, together with the fee payable under subsection (2) and the penalty specified in section 42. Penalty on company not making return

s.42Penalty on company not making return

MODIFIED

Any company, not being an exempted company, who defaults in forwarding to the Registrar such lists of members or summary or the payment of any fee specified in section 41 (1) and (2) shall incur a penalty of- (a) 33.33% of the annual fee specified in section 41 if the documents are submitted or the fee and penalty are paid between the 1st April and the 30th June; (b) 66.67% of the annual fee specified in section 41 if the documents are submitted or the fee and penalty are paid between the 1st July and the 30th September; and (c) 100% of the annual fee specified in section 41 if the documents are submitted or the fee and penalty are paid between the 1st October and the 31st December, and every director and manager of the company who knowingly and wilfully authorises or permits such default shall incur the like penalty.

s.43Certificate of shares or stock

MODIFIED

A certificate- Certificate of shares or stock (a) specifying the shares or stock held by a member of a company; and (b) purportedly signed by a person (including by facsimile or other mechanically affixed signature) with the express or implied authority of that company, is admissible in evidence as proof of the title of that member to those shares o r that stock.

s.44Inspection of register

MODIFIED

The register of members, commencing from the date of the registration of the company, shall be kept at the registered office of the company or, in the case of an exempted company, at any other place within or without the Islands. Except in the case of an exempted company and when closed as hereinafter provided it Inspection of register 38 Companies Law (2010 Revision) shall, during business hours, subject to such reasonable restrictions as the company in general meeting may impose, so that no less than two hours in each day be appointed for inspection, be open to the inspection of any member gratis and to the inspection of any other person on payment of ten dollars or such less sum as the company may specify for each inspection; and every such member or other person may receive a copy of such register or any part thereof, or of such list or summary of members, on payment of one dollar for every page required to be copied. If such inspection or copy is refused, the company shall incur for each refusal a penalty of four dollars and a further penalty of four dollars for every day during which such refusal continues; and every director and manager of the company who knowingly authorises or permits such refusal shall incur the like penalty; and in addition to the above penalty, a Judge sitting in chambers may, by order, compel an immediate inspection of the register.

s.45Section 45

MODIFIED

(1) Where a company has a 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 capital, and where a company has not a 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 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 capital and of members to be given to Registrar (2) The fees payable on an increase of capital shall be, in the case of- (a) an exempted company which has a capital divided into shares, $500; (b) an exempted company which has not a capital divided into shares, $500; (c) a company other than an exempted company which has a capital divided into shares, $500; and (d) a company which has not a capital divided into shares, $500. (3) If such notice is not given within the period aforesaid the company in default shall incur a penalty of ten dollars for every day during which such neglect to give notice continues, and every director and officer of the company who knowingly and wilfully authorises or permits such default shall incur a like penalty.

s.46Remedy for improper entry or omission of entry in register

MODIFIED

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 Remedy for improper entry or omission of entry in register 39 Companies Law (2010 Revision) or any member of the company or the company itself may, by motion to the Court, apply for an order that the register be rectified; and the Court may either refuse such application with or without costs to be paid by the applicant or it 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 motion, application or petition, and any damages the party aggrieved may have sustained. The Court 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, or between any members or alleged members and the company, and generally, the Court may, in any such proceeding, decide any question that it may be necessary or expedient to decide for the rectification of the register: Provided that the Court may direct an issue to be tried, on which any question of law may be raised. 47. Whenever any order has been made rectifying the register, in the case of a company required by this Law to send a list of its members to the Registrar, the Court shall, by its order, direct that due notice of such rectification be given to the Registrar. Notice to Registrar of Rectification of register

s.48Register to be evidence

MODIFIED

The register of members shall be prima facie evidence of any matters by this Law directed or authorised to be inserted therein. Register to be evidence Liability of Members

s.49Liability of present and past members of company

MODIFIED

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 contributories amongst themselves: Liability of present and past members of company Provided that - (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 one year 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 contracted 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 it appears to the Court that the existing members 40 Companies Law (2010 Revision) are unable to satisfy the contributions required to be made by them under this Law; (d) in case of a company limited by shares, no contribution 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 8(2); (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 association, except where the amount of the undertaking of such member is unlimited, as provided in section 9(2); (f) nothing in this Law shall invalidate any provisions contained in any policy of insurance or other contract whereby the liability of individual members 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 contributions amongst themselves.

s.51Notice of situation of registered office

MODIFIED

(1) Notice of the situation of such registered office shall be given to the Registrar and recorded by him and shall be published by Public Notice. Until such notice is given and published, the company shall not be deemed to have complied with this Law with respect to having a registered office. Notice of situation of registered office 41 Companies Law (2010 Revision) (2) Any member of the public shall be entitled to be informed by the Registrar, on request, of the location of the registered office of any company or exempted company registered under this Law.

s.53Penalties on non-publication of name

MODIFIED

Any company who does not paint or affix, and keep painted or affixed, its name in manner directed by this Law is liable to a penalty of ten dollars 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 and manager of the company who knowingly and wilfully authorises or permits such default shall be liable to the like penalty; and any director, manager or officer of such company, or any person on its behalf, who uses or authorises the use of any seal purporting to be a seal of the company, whereon its name is not so engraven as aforesaid, or issues or authorises the issue of any notice, advertisement or other official publication of such company, or signs or authorises to be signed on behalf of such company any bills of exchange, promissory note, endorsement, cheque or order for money or goods, or issues or authorises to be issued any bill of parcels, invoice, receipt or letter of credit of the company, wherein its name is not set out in the manner aforesaid, is liable to a penalty of one hundred dollars, 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

s.54Register of mortgages

MODIFIED

(1) Every limited company shall keep at its registered office in writing on one or more sheets, whether bound or unbound, a register of all mortgages and charges specifically affecting property of the company, and shall enter in such register in respect of each mortgage or charge a short description of the property mortgaged or charged, the amount of charge created and the names of the mortgagees or persons entitled to such charge. Register of mortgages (2) If any property of the company is mortgaged or charged without such entry as aforesaid being made, every director, manager or other officer of the company who knowingly and wilfully authorises or permits the omission of such entry, shall incur a penalty of one hundred dollars. 42 Companies Law (2010 Revision) (3) The register of mortgages 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 officer of the company refusing the same, and every director and manager of the company authorising or knowingly and wilfully permitting such refusal shall incur a penalty of four dollars for every day during which such refusal continues; and in addition to the above penalty, the Judge sitting in chambers may, by order, compel an immediate inspection of the register.

s.57Meetings

MODIFIED

Subject to the memorandum and articles of association of the company, a meeting of- Meetings (a) members; (b) a class of members; (c) the board of directors; or (d) any committee of the directors, may be validly convened and business conducted, as provided by the articles o f association, with only one such member or director being present in person o r otherwise as may be provided by the articles of association. Provisions for Protection of Members

s.59Accounts and audits

MODIFIED

(1) Every company shall cause to be kept proper books of account with respect to- Accounts and audits (a) all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place; (b) all sales and purchases of goods by the company; and (c) the assets and liabilities of the company. (2) For the purposes of subsection (1), proper books of account shall not be deemed to be kept with respect to the matters aforesaid if there are not kept 43 Companies Law (2010 Revision) 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.

s.60Definition of special resolution

MODIFIED

(1) A resolution is a special resolution when- Definition of special resolution (a) it has been passed by a majority of not less than two-thirds (or such greater number as may be specified in the articles of association of the company) of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given; or (b) if so authorised by its articles of association, it has been approved in writing by all of the members entitled to vote at a general meeting of the company in one or more instruments each signed by one or more of the members aforesaid, and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed. (2) At any meeting mentioned in this section, unless a poll is demanded by at least one 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 and the meeting held in manner prescribed by the regulations of the company. (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 by the regulations of the company.

s.62Recording of special resolutions

MODIFIED

A copy of any special resolution passed by any company under this Law shall be forwarded within fifteen days to the Registrar and shall be recorded by him. Recording of special resolutions 44 Companies Law (2010 Revision)

s.64Appointment of inspectors to report on affairs of companies

MODIFIED

The Court may appoint one or more than one competent inspectors to examine into the affairs of any company and to report thereon in such manner as the Court may direct- Appointment of inspectors to report on affairs of companies (a) in case of a banking company having a capital divided into shares, upon the application of members holding not less than one-third of the shares of the company for the time being issued; (b) in the case of any other company having a capital divided into shares, upon application of members holding not less than one- fifth of the shares of the company for the time being issued; and (c) in the case of a company not having a capital divided into shares, upon the application of members 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. 65. It shall be the duty of all officers and agents of the company to produce for examination by an inspector all books and documents in their custody or power; 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 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 incur a penalty not exceeding forty dollars in respect of each such offence. Powers of inspectors

s.66Report of inspectors

MODIFIED

(1) Upon the conclusion of the examination, the inspectors shall report their opinions to the Court. Report of inspectors (2) Such report shall be filed by the Clerk of the Court, but shall not, unless the Court so directs, be open to public inspection. (3) All expenses of and incidental to any such examination and report shall be defrayed by the members upon whose application the inspectors were 45 Companies Law (2010 Revision) 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.

s.69Section 69

MODIFIED

Any list, return, notice or information required by this Law to be made, given or supplied to the Registrar shall be authenticated by the signature of the secretary or manager or one of the directors of the company. Returns, etc., to Registrar

s.73Minutes of proceedings

MODIFIED

(1) Every company shall cause minutes of all resolutions and proceedings of its members, whether at general meetings or otherwise, and of its directors or managers (where there are directors or managers), whether at meetings or otherwise, to be duly kept in writing. Minutes of proceedings 46 Companies Law (2010 Revision) (2) Any minute of a general meeting of the company or a meeting of the directors or managers, if purporting to be signed by the chairman of the meeting, or by the chairman of the next succeeding meeting, shall be received as evidence of the proceedings at that meeting; and until the contrary is proved, every general meeting of the company or meeting of the directors or managers 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 proceedings had, to have been duly passed and had, and all appointments of directors, managers or liquidators shall be deemed to be valid, and all acts done by such directors, managers and liquidators shall be valid, notwithstanding any defect that may afterwards be discovered in their appointments or qualifications.

s.75Declaration in action against members

MODIFIED

In any action or suit brought by the company against any member to recover any call or other monies 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 monies due whereby a right of action has accrued to the company. Declaration in action against members Arbitration

s.77General penalty; application of fines

MODIFIED

(1) Where a duty is imposed by this Law on any company, director 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 or officer guilty of such breach is guilty of an offence and liable on conviction to a fine of one hundred dollars. General penalty; application of fines 47 Companies Law (2010 Revision) (2) All fines shall be recovered in a summary way and shall be applied in aid of the general revenue of the Islands. Unlimited Liability of Directors and Managers

s.79Modification of section 49

MODIFIED

In the event of a company being wound up, section 49 as respects the contribution to be required from any director or manager whose liability is unlimited by virtue of section 78 shall have effect subject to the following modifications- Modification of section 49 (a) subject as hereinafter contained, any such director, managing director or manager 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 or manager who has ceased to hold such office for a period of one year or upwards 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 of manager in respect of any debt or liability of the company contracted 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; and (d) subject to the regulations of the company, no contribution required from any director or manager shall exceed the amount, if any, which he is liable to contribute as an ordinary member, unless the Court thinks it necessary to require such contribution in order to satisfy the debts and liabilities of the company and the costs, charges and expenses of the winding up. Association not for Profit

s.80Section 80

MODIFIED

(1) Where any association is about to be formed as a limited company, if it is proved to the satisfaction of the Governor 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 Governor may, by licence under his hand and the Public Seal, direct such association to be registered with Circumstances in which the Governor may licence a company to be registered without “limited” in its name 48 Companies Law (2010 Revision) limited liability without the addition of the word “limited” 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 Law imposed on companies, except that none of the provisions of this Law that require a company to use the word “limited” as any part of its name, or to publish its name, or to send a list of its members, directors or managers to the Registrar or to pay the fees prescribed by sections 41 and 169, shall apply to an association so registered. (2) The licence aforesaid may be granted upon such conditions and subject to such regulations as the Governor 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 or articles of association. Contracts

s.81How contracts may be made

MODIFIED

(1) Contracts on behalf of any company may be made as follows- How contracts may be made (a) a contract which, if made between individuals, would by law be required to be in writing, and to be made by deed or under seal, may be made by instrument- (i) sealed with any seal of the company; or (ii) expressed to be, or is executed on behalf of the company and expressed to be executed as, or otherwise makes clear on its face it is intended to be, a deed; (b) any contract which, if made between private persons, 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; and (c) any contract which, if made between private persons, 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. (2) Where a contract or other transaction purports to be made by a company or by a person on its behalf at a time when the company has not been registered, then subject to any agreement to the contrary, the contract or other transaction has effect as one entered into by the person purporting to act on behalf of the company and, subject to subsection (3), that person is personally liable on the contract or other transaction. (3) A contract or other transaction purported to be entered into by a company prior to its registration or by a person on behalf of the company prior to its registration may be ratified by the company after its registration and thereupon 49 Companies Law (2010 Revision) the company shall become bound by and entitled to the benefit thereof from the date of registration, and the person so entering into such contract or other transaction shall be deemed to have been duly authorised to act on behalf of the company and shall cease to be personally liable on the contract or other transaction. (4) Any contract made according to this section may be varied or discharged in the same manner as it is authorised by this section to be made. (5) 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.

s.83Section 83

MODIFIED

(1) A company may, by deed or instrument under seal, empower a person either generally or in respect of a specified matter to be its attorney to execute deeds or instruments under seal on its behalf. Execution of deeds, etc., by attorney (2) A deed or instrument under seal signed by an attorney on behalf of a company shall bind the company and have effect as if it were executed as such by the company.

s.84Power of company to have official seal for use abroad

MODIFIED

(1) A company may maintain a common seal, which shall bear the name of the company in legible characters, at such place as the company may, from time to time, determine and in default of any such determination, at its registered office, and may, if so authorised by its articles of association, maintain a duplicate seal or seals, each of which shall be a facsimile of its common seal at such place or places throughout the world as it may authorise and any such duplicate seal may, but shall not be obliged to, bear on its face the name of any country, territory, district, or place where it is to be used. Power of company to have official seal for use abroad (2) A deed or instrument under seal to which any such duplicate 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 any such duplicate seal may authorise any person appointed for the purpose to affix the duplicate seal to any deed or other document to which the company is party. (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 50 Companies Law (2010 Revision) instrument conferring the authority, or if no period is so specified, then until notice of the revocation or determination of the authority of the agent has been given to such person. (5) The person affixing any such duplicate seal shall, by writing under his hand, certify on the deed or other instrument to which the seal is affixed the date on which it is affixed.

s.86Power to compromise with creditors and members

MODIFIED

(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, 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, to 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 cent 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 the creditors or the class of creditors, or 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 instrument constituting or defining the constitution of the company. (4) If a company makes default in complying with subsection (3), the company and every officer of the company who is in default shall be liable to a fine of two dollars 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 Law and the expression “arrangement” includes a reorganisation of the share capital of the company by the consolidation of shares 51 Companies Law (2010 Revision) of different classes or by the division of shares into shares of different classes or by both those methods.

s.87Section 87

MODIFIED

(1) Where an application is made to the Court under section 86 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- Provisions for facilitating reconstruction and amalgamation of companies (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 company 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; (c) the continuation by or against the transferee company of any legal proceedings pending by or against any transferor company; (d) the dissolution, without winding up, of any transferor company; (e) the provisions to be made for any person who within such time and in such manner as the Court directs dissent from the compromise or arrangement; and (f) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction 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 officer of the company who is in default shall be liable to a default fine. 52 Companies Law (2010 Revision) (4) In this section- “property” includes property, rights and powers of every description; “liabilities” includes duties; and “transferee company” means any company or body corporate established in the Islands or in any other jurisdiction.

s.88Power to acquire shares of dissentient shareholders

MODIFIED

(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 Law 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 cent 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 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 shares of the approving shareholders are to be transferred to the transferee company. Power to acquire shares of dissentient shareholders (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 sum or other consideration were respectively received. (4) In this section- “dissenting shareholder” includes a shareholder who has not assented to the 53 Companies Law (2010 Revision) 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.

s.89Definitions

MODIFIED

In this Part - Definitions “company” includes a foreign company in respect of which the Court has made a winding up order; “contributory” means - (a) every person liable by virtue of section 49 to contribute to the assets of a company in the event that it is wound up under this Law; and (b) every holder of fully paid up shares of a company; “controller” means a person appointed by the Authority pursuant to the regulatory laws to take control of a company; “document” includes any device by means of which information is recorded or stored; “foreign company” means any body corporate incorporated outside the Islands; “foreign practitioner” means a person who is qualified under the law of a foreign country to perform functions equivalent to those performed by official liquidators under this Law or by trustees in bankruptcy under the Bankruptcy Law (1997 Revision); 1997 Revision “limited partnership’ means an ordinary limited partnership registered in accordance with section 49 of the Partnership Law (2002 Revision) or an exempted limited partnership registered in accordance with Section 9 of the Exempted Limited Partnership Law (2010 Revision); 2002 Revision 2010 Revision “official liquidator” means the liquidator of a company which is being wound up by order of the Court or under the supervision of the Court and includes a provisional liquidator; “prescribed” means prescribed by the Insolvency Rules Committee; “professional service provider” means a person who contracts to provide general managerial or administrative services to a company on an annual or continuing basis; “qualified insolvency practitioner” means a person holding the qualifications specified in the regulations made by the Insolvency Rules Committee under 54 Companies Law (2010 Revision) section 155 or such other qualifications as the Court considers appropriate for the conduct of the winding up of a company; “Rules” mean rules prescribed by the Insolvency Rules Committee; “shadow director” means, in relation to a company, any person in accordance with whose directions or instructions the directors of the company are accustomed to act, but the person is not deemed to be a shadow director by reason only that the directors act on advice given by him in a professional capacity; and “winding up order” includes an order that a voluntary winding up continue under the supervision of the Court and references to a company being wound up by the Court includes a company which is being wound up under the supervision of the Court.

s.90Alternative modes of winding up

MODIFIED

A company may be wound up- Alternative modes of winding up (a) compulsorily by order of the Court; (b) voluntarily- (i) by virtue of a special resolution; (ii) because the period, if any, fixed for the duration of the company by its articles of association has expired; or (iii) because the event, if any, has occurred, on the occurrence of which its articles of association provide that the company shall be wound up; or (c) under the supervision of the Court.

s.92Circumstances in which a company may be wound up by the Court

MODIFIED

A company may be wound up by the Court if- Circumstances in which a company may be wound up by the Court (a) the company has passed a special resolution requiring the company to be wound up by the Court; (b) the company does not commence its business within a year from its incorporation, or suspends its business for a whole year; 55 Companies Law (2010 Revision) (c) the period, if any, fixed for the duration of the company by the articles of association expires, or whenever the event, if any, occurs, upon the occurrence of which it is provided by the articles of association that the company is to be wound up; (d) the company is unable to pay its debts; or (e) the Court is of opinion that it is just and equitable that the company should be wound up

s.94Application for winding up

MODIFIED

(1) An application to the Court for the winding up of a company shall be by petition presented either by- Application for winding up (a) the company; (b) any creditor or creditors (including any contingent or prospective creditor or creditors); (c) any contributory or contributories; or (d) subject to subsection (4), the Authority pursuant to the regulatory laws. (2) Where expressly provided for in the articles of association of a company the directors of a company incorporated after the commencement of this Law have the authority to present a winding up petition on its behalf without the sanction of a resolution passed at a general meeting. (3) A contributory is not entitled to present a winding up petition unless either- (a) the shares in respect of which he is a contributory, or some of them, are partly paid; or (b) the shares in respect of which he is a contributory, or some of them, either were- 56 Companies Law (2010 Revision) (i) originally allotted to him, or have been held by him, and registered in his name for a period of at least six months immediately preceding the presentation of the winding up petition; or (ii) have devolved on him through the death of a former holder. (4) A winding up petition may be presented by the Authority in respect of any company which is carrying on a regulated business in the Islands upon the grounds that it is not duly licensed or registered to do so under the regulatory laws or for any other reason as provided under the regulatory laws or any other law.

s.95Powers of the Court

MODIFIED

(1) Upon hearing the winding up petition the Court may- Powers of the Court (a) dismiss the petition; (b) adjourn the hearing conditionally or unconditionally; (c) make a provisional order; or (d) any other order that it thinks fit, but the Court shall not refuse to make a winding up order on the ground only that the company’s assets have been mortgaged or charged to an amount equal to or in excess of those assets or that the company has no assets. (2) The Court shall dismiss a winding up petition or adjourn the hearing of a winding up petition on the ground that the petitioner is contractually bound not to present a petition against the company. (3) If the petition is presented by members of the company as contributories on the ground that it is just and equitable that the company should be wound up, the Court shall have jurisdiction to make the following orders, as an alternative to a winding-up order, namely- (a) an order regulating the conduct of the company’s affairs in the future; (b) an order requiring the company to refrain from doing or continuing an act complained of by the petitioner or to do an act which the petitioner has complained it has omitted to do; (c) an order authorising civil proceedings to be brought in the name and on behalf of the company by the petitioner on such terms as the Court may direct; or (d) an order providing for the purchase of the shares of any members of the company by other members or by the company itself and, in the case of a purchase by the company itself, a reduction of the company’s capital accordingly. (4) Where an alternative order under subsection (3) requires the company not to make any, or any specified, alteration in the memorandum or articles of 57 Companies Law (2010 Revision) association, the company does not have power, without the leave of the Court, to make any such alteration in breach of that requirement. (5) Any alteration in a company’s memorandum or articles of association made by virtue of an alternative order under subsection (3) is of the same effect as if duly made by resolution of the company, and the provisions of this Law shall apply to the memorandum or articles of association as so altered accordingly. (6) A copy of an alternative order made under subsection (3) altering, or giving leave to alter, a company’s memorandum or articles of association shall be filed by the company with the Registrar within fourteen days of the making of the order. 96. At any time after the presentation of a winding up petition and before a winding up order has been made, the company or any creditor or contributory may- Power to stay or restrain proceedings (a) where any action or proceeding against the company, including a criminal proceeding, is pending in a summary court, the Court, the Court of Appeal or the Privy Council, apply to the court in which the action or proceeding is pending for a stay of proceedings therein; and (b) where any action or proceeding is pending against the company in a foreign court, apply to the Court for an injunction to restrain further proceedings therein, and the court to which application is made may, as the case may be, stay or restrain the proceedings accordingly on such terms as it thinks fit.

s.97Avoidance of attachments and stay of proceedings

MODIFIED

(1) When a winding up order is made or a provisional liquidator is appointed, no suit, action or other proceedings, including criminal 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. Avoidance of attachments and stay of proceedings (2) When a winding up order has been made, any attachment, distress or execution put in force against the estate or effects of the company after the commencement of the winding up is void. 98. When a winding up order is made, the liquidator shall- Notice of winding up order (a) file a copy of the winding up order with the Registrar; and (b) publish notice of the winding up in the Gazette and any newspaper in which the winding up petition was advertised. 99. When a winding up order has been made, any disposition of the company’s property and any transfer of shares or alteration in the status of the company’s Avoidance of property dispositions, etc. 58 Companies Law (2010 Revision) members made after the commencement of the winding up is, unless the Court otherwise orders, void. 100. (1) If, before the presentation of a petition for the winding up of a company by the Court- Commencement of winding up by Court (a) a resolution has been passed by the company for voluntary winding up; (b) the period, if any, fixed for the duration of the company by the articles of association has expired; or (c) the event upon the occurrence of which it is provided by the articles of association that the company is to be wound up has occurred, the winding up of the company is deemed to have commenced at the time of passing of the resolution or the expiry of the relevant period or the occurrence of the relevant event. (2) In any other circumstance not specified in subsection (1), the winding up of a company by the Court is deemed to commence at the time of the presentation of the petition for winding up. 101. (1) Where the Court has made a winding up order or appointed a provisional liquidator, the liquidator may require some or all of the persons mentioned in subsection (3) to prepare and submit to him a statement in the prescribed form as to the affairs of the company. Company’s statement of affairs (2) The statement shall be verified by an affidavit sworn by the persons required to submit it and shall show- (a) particulars of the company’s assets and liabilities, including contingent and prospective liabilities; (b) the names and addresses of any persons having possession of the company’s assets; (c) the assets of the company held by those persons; (d) the names and addresses of the company’s creditors; (e) the securities held by those creditors; (f) the dates when the securities were respectively given; and (g) such further or other information that the liquidator may require. (3) The persons referred to in subsection (1) are- (a) persons who are or have been directors or officers of the company; (b) persons who are or have been professional service providers to the company; and 59 Companies Law (2010 Revision) (c) persons who are or have been employees of the company, during the period of one year immediately preceding the relevant date. (4) Where any persons are required under this section to submit a statement of affairs to the liquidator, they shall do so, subject to subsection (5), before the end of the period of twenty-one days beginning with the day after that on which the prescribed notice of the requirement is given to them by the liquidator. (5) The liquidator may release a person from an obligation imposed on him under subsection (1) or, when giving the notice mentioned in subsection (4) or subsequently, the liquidator may extend the time for compliance; and if the liquidator refuses to extend the time for compliance, the Court may do so. (6) In this section- “relevant date” means- (a) in a case where a provisional liquidator is appointed, the date of his appointment; and (b) in any other case, the commencement of the winding up. (7) A person who, without reasonable excuse, fails to comply with any obligation imposed under this section is guilty of an offence and liable on conviction to a fine of ten thousand dollars. 102. (1) Where a winding up order is made by the Court, the liquidator shall be empowered to investigate- Investigation by liquidator (a) if the company has failed, the causes of the failure; and (b) generally, the promotion, business, dealings and affairs of the company, and to make such report, if any, to the Court as he thinks fit. (2) Subject to obtaining the directions of the Court, the liquidator shall have power to - (a) assist the Authority and the Royal Cayman Islands Police Force to investigate the conduct of persons referred to in section 101(3); and (b) institute and conduct a criminal prosecution of persons referred to in section 101(3). (3) Subject to obtaining the prior approval of the company’s creditors, if it is insolvent, or its contributories, if it is solvent, the directions given under subsection (2) may include a direction that the whole or part of the costs of investigation and prosecution be paid out of the assets of the company. 60 Companies Law (2010 Revision) 103. (1) This section applies to any person who, whether resident in the Islands or elsewhere- Duty to co-operate and the private examination of relevant persons (a) has made or concurred with the statement of affairs; (b) is or has been a director or officer of the company; (c) is or was a professional service provider to the company; (d) has acted as a controller, advisor or liquidator of the company or receiver or manager of its property; (e) not being a person falling within paragraphs (a) to (c), is or has been concerned or has taken part in the promotion, or management of the company, and such person is referred to in this section as the “relevant person”. (2) It is the duty of every relevant person to co-operate with the official liquidator. (3) While a company is being wound up, the official liquidator may at any time before its dissolution apply to the Court for an order- (a) for the examination of any relevant person; or (b) that a relevant person transfer or deliver up to the liquidator any property or documents belonging to the company. (4) Unless the Court otherwise orders, the official liquidator shall make an application under subsection (3) if he is requested in accordance with the rules to do so by one-half, in value, of the company's creditors or contributories. (5) On an application made under subsection (3) (a), the Court may order that a relevant person- (a) swear an affidavit in answer to written interrogatories; (b) attend for oral examination by the official liquidator at a specified time and place, or (c) do both things specified in paragraphs (a) and (b). (6) The Court may direct that any creditor or contributory of the company be permitted by the official liquidator to participate in an oral examination. (7) The Court shall have jurisdiction- (a) to make an order under this section against a relevant person resident outside the Islands; and (b) to issue a letter of request for the purpose of seeking the assistance of a foreign court in obtaining the evidence of a relevant person resident outside the jurisdiction. 61 Companies Law (2010 Revision) Official Liquidators 104. (1) Subject to this section and any rules made under section 155, the Court may, at any time after the presentation of a winding up petition but before the making of a winding up order, appoint a liquidator provisionally. Appointment and powers of provisional liquidator (2) An application for the appointment of a provisional liquidator may be made under subsection (1) by a creditor or contributory of the company on the grounds that- (a) there is a prima-facie case for making a winding up order; and (b) the appointment of a provisional liquidator is necessary in order to- (i) prevent the dissipation or misuse of the company’s assets; (ii) prevent the oppression of minority shareholders; or (iii) prevent mismanagement or misconduct on the part of the company's directors. (3) An application for the appointment of a provisional liquidator may be made under subsection (1) by the company ex-parte on the grounds that- (a) the company is or is likely to become unable to pay its debts within the meaning of section 93; and (b) the company intends to present a compromise or arrangement to its creditors. (4) A provisional liquidator shall carry out only such functions as the Court may confer on him and his powers may be limited by the order appointing him. (5) The remuneration of the provisional liquidator shall be fixed by the Court from time to time on his application and the Court shall in fixing such remuneration act in accordance with rules made under section 155. 105. (1) 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 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 or more of such persons. Appointment of official liquidator (2) The Court may also determine whether any and what security is to be given by an official liquidator on his appointment; and 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. 62 Companies Law (2010 Revision) (3) The liquidator shall, within twenty-eight days of the date upon which the winding up order is made, summon- (a) a meeting of the company’s creditors if the order was made on the grounds that the company is insolvent; or (b) a meeting of the company’s contributories if the order was made on grounds other than insolvency, for the purposes of resolving any other matters which the liquidator puts before the meeting. (4) The Court may make an order dispensing with the need to summon a meeting under this section or extending the time within which it shall be summoned. 106. When two or more persons are appointed to the office of liquidator, either provisionally or as official liquidators, they shall be authorised to act jointly and severally, unless their powers are expressly limited by order of the Court. Appointment of joint liquidators 107. An official liquidator may be removed from office by order of the Court made on the application of a creditor or contributory of the company. Removal of official liquidators 108. (1) A foreign practitioner may be appointed to act jointly with a qualified insolvency practitioner. Qualifications of official liquidators (2) Official liquidators are officers of the Court. 109. (1) The expenses properly incurred in the winding up, including the remuneration of the liquidator, are payable out of the company's assets in priority to all other claims. Remuneration of official liquidators (2) There shall be paid to the official liquidator such remuneration, by way of percentage or otherwise, that the Court may direct acting in accordance with rules made under section 155; and if more liquidators than one are appointed such remuneration shall be distributed amongst them in such proportions as the Court directs. 110. (1) It is the function of an official liquidator- Function and powers of official liquidators (a) to collect, realise and distribute the assets of the company to its creditors and, if there is a surplus, to the persons entitled to it; and (b) to report to the company’s creditors and contributories upon the affairs of the company and the manner in which it has been wound up. (2) The official liquidator may- 63 Companies Law (2010 Revision) (a) with the sanction of the Court, exercise any of the powers specified in Part I of the Third Schedule; and (b) with or without that sanction, exercise any of the general powers specified in Part II of the Third Schedule. (3) The exercise by the liquidator of the powers conferred by this section is subject to the control of the Court, and subject to subsection (5), any creditor or contributory may apply to the Court with respect to the exercise or proposed exercise of such powers (hereinafter referred to as a “sanction application”). (4) In the case of- (a) a solvent company, a sanction application may only be made by a contributory and the creditors shall have no right to be heard; (b) an insolvent company, a sanction application may only be made by a creditor and the contributories shall have no right to be heard; and (c) a company whose solvency is doubtful, a sanction application may be made by both contributories and creditors and both contributories and creditors shall have a right to be heard. (5) For the purposes of this section, a person shall be treated as a related to a company if- (a) he has acted for the company as a professional service provider; (b) he is or was a shareholder or director of the company or of any other company in the same group as the company; (c) he has a direct or indirect beneficial interest in the shares of the company; or (d) he is a creditor or debtor of the company. General Powers of the Court 111. (1) The Court may at any time after an order for winding up, on the application either of the liquidator or any creditor or contributory, and on proof to the satisfaction of the Court that all proceedings in the winding up ought to be stayed, make an order staying the proceedings either all together or for a limited time, on such terms and conditions as the Court thinks fit. Power to stay winding up (2) The Court may at any time after the liquidation has commenced under section 116 (c), but before the final meeting has been held as provided for in section 127, on the application of the liquidator accompanied by- (a) a special resolution stating that the company will not be wound up and setting out the reasons for such decision; (b) proof of a recall notice published in the Gazette; and (c) such other documents as the Court may consider necessary, 64 Companies Law (2010 Revision) make an order to recall the liquidation, place the company into active status and place the company back into good standing as it was prior to the commencement of liquidation under section 116(c), on such terms and conditions as the Court thinks fit. (3) A company shall, within seven days of the making of an order under this section, forward a copy of the order to the Registrar who shall enter it in the records relating to the company. 112. (1) The liquidator shall settle a list of contributories, if any, for which purpose he shall have power to adjust the rights of contributories amongst themselves. Settlement of list of contributories (2) In the case of a solvent liquidation of a company which has issued redeemable shares at prices based upon its net asset value from time to time, the liquidator shall have power to settle and, if necessary rectify the company’s register of members, thereby adjusting the rights of members amongst themselves. (3) A contributory who is dissatisfied with the liquidator’s determination may appeal to the Court against such determination. 113. (1) The Court may, at any time after making a winding up order, and either before or after it has ascertained the sufficiency of the company’s assets, make calls on all or any of the contributories for the time being settled on the list of the contributories- Power to make calls (a) to the extent of their liability, for the payment of any money which the Court considers necessary to satisfy the company’s debts and liabilities and the expenses of winding up; and (b) to the adjustment of the rights of the contributories among themselves, and make an order for payment of any call so made. (2) In making a call the Court may take into consideration the probability that some of the contributories may partly or wholly fail to pay it. 114. (1) At any time after making a winding up order the Court may make such orders as it thinks fit for- Inspection of documents by creditors, etc. (a) the inspection of the company’s documents by creditors and contributories; and (b) the preparation of reports by the official liquidator and the provision of such reports to the company’s creditors and contributories. 65 Companies Law (2010 Revision) (2) A contributory shall be entitled to make an application under this section notwithstanding that the company is or may be insolvent and the Court shall not refuse to make an order upon the application of a contributory merely by reason of the fact that the company is or may be insolvent. 115. (1) The Court shall, as to all matters relating to the winding up, have regard to wishes of the creditors or contributories and for that purpose it may direct reports to be prepared by the official liquidator and meetings of creditors or contributories to be summoned. Meetings to ascertain wishes of creditors or contributories (2) If it considers it necessary to do so, the Court may direct that separate meetings be held of different classes of creditors or contributories. (3) Subject to Rules made under section 155, meetings may be requisitioned by creditors, if the company is insolvent, or by contributories if the company is solvent. (4) The votes of creditors and contributories shall be counted by reference to- (a) the value of their debts, in the case of creditors; (b) the number of votes, in the case of contributories whose shares carry voting rights under the articles of association of the company; and (c) the par value of all the shares held, in the case of contributories whose shares do not carry votes under the articles of association of the company and, where there are no par value shares, the net asset value of the company shown. Voluntary Winding up 116. A company incorporated and registered under this Law or an existing company may be wound up voluntarily- Circumstances in which a company may be wound up voluntarily (a) when the period, if any, fixed for the duration of the company by its memorandum or articles of association expires; (b) if the event, if any, occurs, on the occurrence of which the memorandum or articles of association provide that the company is to be wound up; (c) if the company resolves by special resolution that it be wound up voluntarily; or (d) if the company resolves by ordinary resolution that it be wound up voluntarily because it is unable to pay its debts as they fall due. 117. (1) A voluntary winding up is deemed to commence- Commencement of winding up 66 Companies Law (2010 Revision) (a) at the time of the passing of the resolution for winding up; or (b) on the expiry of the period or the occurrence of the event specified in the company's memorandum or articles of association, notwithstanding that a supervision order is subsequently made by the Court. (2) Subject to any contrary provision in its memorandum or articles of association, the voluntary winding up of an exempted limited duration company is taken to have commenced upon the expiry of a period of ninety days starting on- (a) the death, insanity, bank [...]