(1) The Governor shall, by instrument under the Public Seal, appoint a Registrar and a Deputy Registrar of Companies for the purposes of this Law, and the Deputy Registrar may, in the absence of the Registrar, act as Registrar for all purposes of this Law. Registrar (2) Without divesting the Registrar of any of his powers or duties the Financial Secretary may authorise by name any officer in the Registrar’s department to exercise and perform any of such powers and duties under the direction and control of the Registrar and may, at any time, vary or revoke such authorisation. 15 Companies Law (2013 Revision)

s.4Signature of Registrar

MODIFIED

(1) Any document purporting to bear the signature of the Registrar or of an officer authorised in accordance with section 3(2) shall be deemed, until the contrary is proved, to have been duly given, made or issued by the authority of the Registrar. Signature of Registrar (2) In subsection (1)- “signature” includes a facsimile of a signature however reproduced and a digital signature.

s.11Address of registered office may be changed

MODIFIED

(1) A company may, by resolution of the directors, change the address of the registered office of the company to another address in the Islands, and shall, within thirty days from the date on which the resolution is made, file with the Registrar a certified copy of the resolution of the directors authorising the change together with the prescribed amendment fee. Address of registered office may be changed (2) Until subsection (1) is complied with, the company shall not be deemed to have complied with this Law with respect to having a registered office.

s.13Power of company limited by shares to alter its share capital

MODIFIED

(1) A company limited by shares or a company limited by guarantee and having a share capital, if so authorised by its articles, may alter the conditions of its memorandum to- Power of company limited by shares to alter its share capital (a) increase its share capital by new shares of such amount as it thinks expedient: Provided that an exempted company having no shares of a 18 Companies Law (2013 Revision) fixed amount may increase its share capital by such numbe r of shares without nominal or par value, or may increase the aggregate consideration for which such shares may be issued, as it thinks expedient; (b) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (c) convert all or any of its paid-up shares into stock, and reconvert that stock into paid-up shares of any denomination; (d) subdivide its shares or any of them, into shares of an amount smaller than that fixed by the memorandum, so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; and (e) cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled or, in the case of shares without nominal or par value, diminish the number of shares into which its capital is divided. Paragraphs (b), (c) and (d) shall have no application to shares without nominal o r par value. (2) The powers conferred by subsection (1) may not be exercised except by a resolution of the members of the company. (3) If a currency in which any of the capital of a company limited by shares or by guarantee is replaced by the euro, the provisions of the company’s memorandum of association and articles of association shall automatically be altered so as to re-denominate in euros the capital that is denominated in the replaced currency, at the conversion rate specified in, or otherwise calculated in accordance with, the relevant regulations adopted by the Council of the European Union, and the company, by resolution of the directors, may- (a) take such action to round up or down the euro nominal or par value of each share in the company or the euro guarantee amount to such multiple of the euro as the directors may deem appropriate; (b) notwithstanding the requirement for a special resolution in section 31, if the name of the company includes a reference to a currency replaced by the euro, or an abbreviation thereof- (i) alter the name of the company to delete the reference or to substitute the reference with a reference to the euro or an abbreviation thereof; and 19 Companies Law (2013 Revision) (ii) add such further distinguishing wording as the directors consider appropriate; and (c) if the memorandum of association or articles of association of the company include a reference or references to a currency replaced by the euro, alter any or all such references in either or both of the memorandum of association and the articles of association by substituting such references with references to the euro or an abbreviation thereof. (4) A company may, by resolution of the directors, reverse or vary the re- denomination of currency or any other action taken under subsection (3). (5) A copy of any resolution passed under subsection (3) or (4) shall be forwarded to the Registrar within fifteen days and shall be recorded by him. (6) A cancellation of shares or a rounding down of the nominal or par value of shares under this section shall not be deemed to be a reduction of share capital within the meaning of this Law. (7) If any action is taken by the company under paragraph (a) of subsection (3) to- (a) round up the euro nominal or par value of any issued share in the company, then an amount equal to the increase in nominal or par value of that share shall be transferred from the share premium account or from the profit and loss account (as the directors shall, in their discretion, determine) and shall thereafter be deemed to be and treated as paid up share capital of the company; or (b) round down the euro nominal or par value of any issued share in the company, then an amount equal to the decrease in the nominal or par value of that share shall be transferred from the paid up share capital of the company to the share premium account and shall thereafter be deemed to be and treated as share premium for the purposes of this Law.

s.14Special resolution for reduction of share capital

MODIFIED

(1) Subject to section 37 and to confirmation by the Court, a company limited by shares or a company limited by guarantee and having a share capital may, if so authorised by its articles, by special resolution reduce its share capital in any way, and in particular (but without prejudice to the generality of the foregoing power) may- Special resolution for reduction of share capital (a) extinguish or reduce the liability on any of its shares in respect of share capital not paid up; (b) either with or without extinguishing or reducing liability on any of its shares, cancel any paid-up share capital which is lost or unrepresented by available assets; or 20 Companies Law (2013 Revision) (c) either with or without extinguishing or reducing liability of any of its shares, pay off any paid-up share capital which is in excess of the needs of the company, and may, if and so far as is necessary, alter its memorandum by reducing the amount of its share capital and of its shares accordingly. (2) A special resolution under subsection (1) is, in this Law, referred to as “a resolution for reducing share capital”.

s.15Section 15

MODIFIED

(1) Where a company has passed a resolution for reducing share capital, it may apply by petition to the Court for an order confirming the reduction. Application to court for confirming order, objections by creditors (2) Where the proposed reduction of share capital involves either diminution of liability in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital, and, in any other case, if the Court so directs, subject to subsection (3), the following shall have effect- (a) every creditor of the company who at the date fixed by the Court is entitled to any debt or claim which, if that date were the commencement of the winding up of the company, would be admissible in proof against the company, shall be entitled to object to the reduction; (b) the Court shall settle a list of creditors so entitled to object, and for that purpose shall ascertain as far as possible without requiring an application from any creditor, the names of those creditors and the nature and amount of their debts or claims, and may publish notices fixing a day or period on or within which creditors not entered on the list are to claim to be so entered or are to be excluded from the right of objecting to the reduction; and (c) where a creditor entered on the list whose debt or claim is not discharged or has not determined does not consent to the reduction, the Court may, if it thinks fit, dispense with the consent of that creditor, on the company securing payment of his debt or claim by appropriating as the Court may direct, the following amount- (i) if the company admits the full amount of the debt or claim, or, though not admitting it, is willing to provide for it, then the full amount of the debt or claim; or (ii) if the company does not admit and is not willing to provide for the full amount of the debt or claim, or, if the amount is contingent or not ascertained, then an amount fixed by the Court after the like enquiry and adjudication as if the company were being wound up by the Court. 21 Companies Law (2013 Revision) (3) Where a proposed reduction of share capital involves either the diminution of any liability in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital the Court may, if having regard to any special circumstances of the case it thinks proper so to do, direct that subsection (2) shall not apply as regards any class or any classes of creditors.

s.17Registration of order and minute of reduction

MODIFIED

(1) The Registrar, on delivery to him of a copy of an order of the Court confirming the reduction of the share capital of a company, and of a minute approved by the Court, showing, with respect to the share capital of the company as altered by the order, the amount of the share capital, the number of shares into which it is to be divided and the amount of each share, and the amount, if any, at the date of the registration of the order and minute deemed to be paid up on each share, shall register the order and minute. Registration of order and minute of reduction (2) On the registration of the order and minute, and not earlier, the resolution for reducing share capital as confirmed by the order so registered shall take effect. (3) Notice of the registration shall be published in such manner as the Court may direct. (4) The Registrar shall certify under his hand the registration of the order and minute, and his certificate shall be conclusive evidence that all the requirements of this Law with respect to reduction of share capital have been 22 Companies Law (2013 Revision) complied with, and that the share capital of the company is such as is stated in the minute. (5) The minute, when registered, shall be deemed to be substituted for the corresponding part of the memorandum, and shall be valid and alterable as if it had been originally contained therein.

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, commits an offence and is liable on summary conviction to a fine of five hundred 23 Companies Law (2013 Revision) dollars or to imprisonment for a term of one year, or to both. 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.24Alteration of articles by special resolution

MODIFIED

(1) Subject to this Law and to the conditions contained in its memorandum, a company may, by special resolution, alter or add to its articles. Alteration of articles by special resolution (2) Any alteration or addition so made in the articles shall, subject to this Law, be as valid as if originally contained therein, and be subject in like manner to alteration by special resolution.

s.25Adoption and effect of articles of association

MODIFIED

(1) If the memorandum of association is accompanied by articles of association the articles shall be signed by each subscriber to the memorandum in the presence of and be attested by at least one witness. Adoption and effect of articles of association 24 Companies Law (2013 Revision) (2) If the memorandum of association is not accompanied by articles of association, the company may, subject to the conditions contained in the memorandum of association, adopt articles of association which shall be signed by each existing member of the company in the presence of and be attested by at least one witness, or may, by passing a special resolution under section 60, adopt articles of association. (3) When registered the said articles of association shall bind the company and the members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto, and there were in such articles contained a covenant on the part of himself, his heirs, executors and administrators to conform to all the regulations contained in such articles subject to this Law; and all monies payable by any member to the company in pursuance of the conditions or regulations shall be deemed to be a debt due from such member to the company. General Provisions

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 (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 and, in the case of an exempted company, the exempted company’s dual foreign name (if any) together with its translated name; (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; 25 Companies Law (2013 Revision) (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 the fees specified in Part 1 of

s.28Lack of capacity or power;

MODIFIED

(1) No act of a company and no disposition of real or personal property to or by a company shall be invalid by reason only of the fact that the company was without capacity or power to perform the act or to dispose of or receive the property, but the lack of capacity or power may be asserted- Lack of capacity or power; ultra vires (a) in proceedings by a member or a director against the company to prohibit the performance of any act, or the disposition of real or personal property by or to the company; and 26 Companies Law (2013 Revision) (b) in proceedings by the company, whether acting directly or through a liquidator or other legal representative or through members of the company in a representative capacity, against the incumbent or former officers or directors of the company for loss or damage through their unauthorised act. (2) This section applies to companies incorporated before, on or after the 18th day of January, 1988.

s.30Restrictions on registration of certain names

MODIFIED

(1) No company shall be registered by a name which- (a) is identical with a name by which a company in existence is already registered or any translated name entered on the register of companies, or so nearly resembles such name or translated name so as to be calculated to deceive, except where the company in existence is in the course of being dissolved and signified its consent in such manner as the Registrar requires; Restrictions on registration of certain names (b) contains the words “Chamber of Commerce” unless the company is a company which is to be registered under a licence granted by the Governor under section 80 without the addition of the word “Limited” or the abbreviation “Ltd.” to its name; or (c) contains the words “building society”. (2) Except with the consent of the Registrar, no company shall be registered by a name which- (a) contains the words “royal”, “imperial” or “empire” or in the opinion of the Registrar suggests, or is calculated to suggest the patronage of Her Majesty or of any member of the Royal Family or connection with Her Majesty’s Government or any department thereof in the United Kingdom or elsewhere; (b) contains the words “municipal” or “chartered” or any words which in the opinion of the Registrar suggest, or are calculated to suggest, connection with any public board or other local authority or with any society or body incorporated by Royal Charter; (c) contains the words “co-operative”, “assurance”, “bank”, “insurance”, “trust” or any similar word which in the opinion of 27 Companies Law (2013 Revision) the Registrar connotes any of such activities or any derivative of any of such words or of such similar words, whether in English or in any other language, or in the opinion of the Registrar suggests or is calculated to suggest any of such activities; or (d) contains the word “gaming” or “lottery” or any similar word which in the opinion of the Registrar connotes any such activity or any derivative of such words or of such similar word, whether in English or in any other language, or in the opinion of the Registrar suggests or is calculated to suggest any such activity. (3) A company that is not an exempted limited duration company shall not be registered by a name which includes at its end “Limited Duration Company” or “LDC”. (3A) A company that is not a special economic zone company shall not be registered by a name which includes the words “Special Economic Zone Company” or the letters “SEZC”. (4) The provisions of the regulatory laws shall apply to any translated name as if it were the name of the company and a company shall not have a translated name which is a name - (a) prohibited under any regulatory laws; or (b) which requires approval or permission under any regulatory laws unless such approval or permission as is necessary for the use of such name under the relevant regulatory laws has first been obtained. (5) A company’s dual foreign name shall only be entered on the register of companies if its translated name conforms with the provisions of this section and if it does not so conform then such dual foreign name and such translated name shall not be entered on the register of companies.

s.40Register of members

MODIFIED

(1) Every company shall cause to be kept in writing on one or more sheets, whether bound or unbound, a register of its members and there shall be entered therein- Register of members (a) the names and addresses of the members of the company, with the addition, in the case of a company having a capital divided into shares, of a statement of the shares held by each member, distinguishing each share by its number (so long as the share has a number), and of the amount paid, or agreed to be considered as paid, on the shares of each member; (b) the date on which the name of any person was entered on the register as a member; and (c) the date on which any person ceased to be a member: Provided that in the case of shares of an exempted company issued to beare r there shall only be entered in the register particulars of the date of issue of the share or shares, distinguishing each share by its number (so long as the share has a number), the name of the custodian of its bearer shares and the fact that a certificate in respect thereof was issued to bearer. (2) Any company making default in complying with this section shall incur a penalty of five thousand dollars for every day during which the default continues; and every director or manager of the company who knowingly and wilfully authorises or permits such default shall incur the like penalty. 40 Companies Law (2013 Revision) 40A. (1) An exempted company may cause to be kept in any country or territory one or more branch registers of such category or categories of members as the exempted company may determine from time to time. Branch registers of members (2) A branch register is deemed to be part of the exempted company’s register of members. (3) Subject to subsection (6), a branch register shall be kept in the same manner in which a principal register is by this Law required or permitted to be kept. (4) The exempted company shall cause to be kept at the place where the exempted company’s principal register is kept a duplicate of any branch register duly entered up from time to time. (5) If default is made in complying with subsection (4) within twenty-one days after - (a) establishing a branch register; or (b) making changes to the details recorded in a branch register, the exempted company and every officer of the exempted company who is in default is liable to a penalty of five thousand dollars; and every director or manager of the company who knowingly and wilfully authorises or permits such default shall incur the like penalty. (6) Subject to subsection (4) with respect to a duplicate of any branch register - (a) the shares registered in a branch register shall be distinguished from those registered in the principal register; and (b) no transaction with respect to any shares registered in a branch register shall, during the continuance of that registration, be registered in any other register. (7) An exempted company may discontinue keeping any branch register, and thereupon all entries in that branch register shall be transferred to some other branch register kept by the exempted company or to the principal register. (8) For the avoidance of doubt a listed share register maintained under section 40B(3) shall not constitute a branch register for the purposes of this section. (9) In this section - “branch register” means a branch register referred to in subsection (1); and “principal register” means a company’s register of members. 41 Companies Law (2013 Revision) 40B. (1) Title to listed shares of a company may, if so authorised by such company’s articles of association, or (in the absence of any applicable provisions in the company’s articles of association) by a special resolution of such company, be evidenced and transferred in accordance with the laws applicable to and the rules and regulations of the relevant approved stock exchange that are or shall be applicable to such listed shares as referred to or specified in such articles of association or special resolution. Transfer and registration of shares in respect of a company with listed shares (2) For the purposes of subsection (1), the laws applicable to an approved stock exchange include, without limitation, the laws of the jurisdiction under which such approved stock exchange is established in so far as they would apply to an entity established under such laws which has listed shares on such approved stock exchange. (3) Any register of members maintained by a company in respect of its listed shares may be kept by recording the particulars required by section 40 in a form otherwise than legible if such recording otherwise complies with the laws applicable to and the rules and regulations of the relevant approved stock exchange referred to in subsection (1). (4) To the extent the listed shares register is kept in a form otherwise than legible it must be capable of being reproduced in a legible form. (5) A company which maintains a listed shares register must also maintain, in respect of any shares which are not listed shares, a separate register of members in accordance with section 40. (6) References in any enactment or instrument to a company’s register of members shall, unless the context otherwise requires, be construed in relation to a company which maintains any listed shares register as referring to each of such company’s listed shares register and, if any, its non-listed shares register. (7) For the purposes of this section - “approved stock exchange” means a stock exchange listed in

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; (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; and (h) names and addresses of directors and offices of the company and the position or office that they hold, and this list and summary shall be contained in a separate part of the register o f the company and shall be completed within seven days after such fourteenth da y 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 the annual fee specified in Part 2 of

s.44Inspection of register

MODIFIED

(1) 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 outside the Islands. Inspection of register (2) Except in the case of an exempted company and when closed as hereinafter provided the register of members 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 44 Companies Law (2013 Revision) 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. (3) If such inspection or copy is refused, the company shall incur for each refusal a penalty of five hundred dollars; 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. (4) A company, including an exempted company, shall make available at the registered office, in electronic form or any other medium, such register, including any branch register in the case of an exempted company, as may be required of it upon service of an order or notice by the Tax Information Authority pursuant to the Tax Information Authority Law (2013 Revision); and if the company fails to comply with the order or notice without reasonable excuse, the company shall incur a penalty of five hundred dollars and a further penalty of one hundred dollars for every day during which such non-compliance continues. 2013 Revision

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 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 Remedy for improper entry or omission of entry in register 45 Companies Law (2013 Revision) 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.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 are unable to satisfy the contributions required to be made by them under this Law; 46 Companies Law (2013 Revision) (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.50Registered office of company

MODIFIED

(1) Every company shall have a registered office in the Islands to which all communications and notices may be addressed and any company which carries on business without having such an office, shall incur a penalty of ten dollars for every day during which business is so carried on. Registered office of company (2) In the case of an exempted company or a non-resident company, the address of the registered office referred to in subsection (1) shall be the same as the address of the person licensed by the Authority who provides company management services for the exempted company or non-resident company except where the registered office was located at a different address in the Islands immediately prior to the date of commencement of this provision and remains at such address on or after the date of commencement of this provision.

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 of situation of registered office 47 Companies Law (2013 Revision) notice is given and published, the company shall not be deemed to have complied with this Law with respect to having a registered office. (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 which 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 48 Companies Law (2013 Revision) (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. (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.55List of directors, including alternate directors, and officers

MODIFIED

(1) Every company shall keep at its registered office a register containing the names and addresses of its directors, including alternate directors, and officers, and shall - List of directors, including alternate directors, and officers (a) send a copy of such register to the Registrar within ninety days of the registration of the company; and (b) notify the Registrar of any change that takes place in such directors or officers including a change of the name of such directors or officers, within thirty days of any such change. (2) For the purposes of subsection (1) a person shall be registered by a company as an alternate director if that person is - (a) appointed by a director of the company to exercise all the powers and perform all the responsibilities of that director; (b) entitled to receive notice of meetings of the board of directors of the company; (c) entitled to sign or execute written resolutions of the board of directors of the company; and (d) considered in all respects to be a director of the company. (3) Subsection (2) does not apply to a person - (a) appointed by a director to exercise limited powers or to fulfil limited responsibilities; (b) appointed for a specified period that is less than ninety days; (c) appointed to attend a particular meeting or series of meetings or adjournments; (d) appointed to consider and, if approved, sign a particular written resolution or series of written resolutions of the board of directors of the company; (e) who is a director of the company; or (f) who at the time of his appointment, is the alternate of another director of the company. 49 Companies Law (2013 Revision)

s.56Penalty on company not keeping a register of directors

MODIFIED

Any company which fails to comply with any of the provisions of section 55, shall incur a penalty of one thousand dollars and a further penalty of one hundred dollars for every day during which the default continues, and every director and manager of the company who shall knowingly and wilfully authorise or permit such default shall incur the like penalty. Penalty on company not keeping a register of directors

s.59Accounts and audits

MODIFIED

(1) Every company shall cause to be kept proper books of account including, where applicable, material underlying documentation including contracts and invoices 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 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. (2A) A company which keeps its books of account at any place other than at its registered office or at any other place within the Islands shall, upon service of an order or notice by the Tax Information Authority pursuant to the Tax Information Authority Law (2013 Revision), make available, in electronic form or any other medium, at its registered office copies of its books of account, or any part or parts thereof, as are specified in such order or notice; and if the company fails to comply with the order or notice without reasonable excuse, the company shall incur a penalty of five hundred dollars and a further penalty 2013 Revision 50 Companies Law (2013 Revision) of one hundred dollars for every day during which such non- compliance continues. (3) A company shall cause all books of account required to be kept under subsection (1) to be retained for a minimum period of five years from the date on which they are prepared. (4) A company that knowingly and wilfully contravenes subsection (1) or (3) shall be subject to a penalty of five thousand dollars.

s.60Definition of special resolution

MODIFIED

(1) A resolution is a special resolution when- (a) it has been passed by a majority of at least two-thirds 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, except that a company may in its articles of association specify that the required majority shall be a number greater than two-thirds, and may additionally so provide that any such majority (being not less than two-thirds) may differ as between matters required to be approved by a special resolution; or Definition of special resolution (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.61Provisions where no regulations as to meetings

MODIFIED

In default of any regulations as to voting, every member shall have one vote, and in default of any regulations as to summoning general meetings, a meeting Provisions where no regulations as to meetings 51 Companies Law (2013 Revision) shall be held to be duly summoned of which five days’ notice has been served on every member; and in default of any regulations as to the persons to summon meetings, three members shall be competent to summon the same; and in default of any regulations as to who is to be chairman of such meeting, it shall be competent for any person elected by the members present to preside.

s.63Copies of special resolutions

MODIFIED

(1) Where articles of association have been registered, a copy of every special resolution for the time being in force shall be annexed to or embodied in, every copy of the articles of association that may be issued after the passing of such resolution. Copies of special resolutions (2) Where no articles of association have been registered, a copy of any special resolution shall be forwarded in print to any member requesting the same, on payment of ten cents or such less sum as the company may direct. (3) Any company which fails to comply with this section shall incur a penalty of two dollars for each copy in respect of which such default is made; and every director and manager of the company who shall knowingly and wilfully authorise or permit such default shall incur the like penalty.

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 Powers of inspectors 52 Companies Law (2013 Revision) company, shall incur a penalty not exceeding forty dollars in respect of each such offence.

s.67Inspection by resolution of the company

MODIFIED

Any company as aforesaid may, by special resolution, appoint inspectors for the purpose of examining into the affairs of such company; and inspectors so appointed shall have the same powers and perform the same duties as inspectors appointed by the Court, except that instead of making their report to the Court, they shall make the same in such manner and to such persons as the company by resolution of its members directs, and the officers and agents of the company shall incur the same penalties in case of any refusal or neglect to produce any book or document hereby required to be produced to such inspectors or answer any question, as they would have incurred if such inspectors had been appointed by the Court. Inspection by resolution of the company

s.71Postal service

MODIFIED

Any document to be served by post on the company shall be posted in such time as to admit of its being delivered in the due course of delivery within the period, if any, prescribed for the service thereof; and in proving service of such Postal service 53 Companies Law (2013 Revision) document, it shall be sufficient to prove that such document was properly directed, and that it was put as a prepaid letter into the post office.

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 (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.76Power of companies to refer matters to arbitration

MODIFIED

Any company may, from time to time, by writing, agree to refer and may refer to arbitration any existing or future difference, question or other matter whatsoever in dispute between itself and any other company or person; and the companies, parties to the arbitration, may delegate to the person or persons to whom the reference is made power to settle any terms or to determine any matter Power of companies to refer matters to arbitration 54 Companies Law (2013 Revision) capable of being lawfully settled or determined by the companies themselves or by the directors or other managing body of such companies. General Penalty

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 responsible for such breach commits an offence and is liable on conviction to a fine of five thousand dollars. General penalty; application of fines (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 55 Companies Law (2013 Revision) 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 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, to the Registrar or to pay the fees prescribed by sections 41 and 169, shall apply to an association so registered. Circumstances in which the Governor may licence a company to be registered without “limited” in its name (2) The licence aforesaid may be granted upon such conditions and subject to such regulations as the 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.81Contracts and other instruments

MODIFIED

(1) Contracts, deeds, instruments under seal or other instruments on behalf of any company may be made as follows - Contracts and other instruments (a) a contract or other instrument which, if made between individuals, would by law be required to be in writing, and to be made by deed or under seal, and a deed or instrument under seal may be made by instrument - (i) sealed with any seal of the company; or (ii) which is executed on behalf of the company by any person acting under the express or implied authority of the company and which is either expressed to be executed as, or otherwise makes clear on its face it is intended to be, a deed or instrument under seal; (b) any contract or other instrument 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 56 Companies Law (2013 Revision) 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 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, deed or other instrument 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, deeds or other instruments 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. (6) A contract or other instrument to be governed by the laws of the Islands which is executed by an overseas company is, and is to be treated as, a deed or instrument under seal if it is - (a) executed in conformity with subsection (1)(a); and (b) executed in conformity with the requirements imposed by - (i) the laws of the jurisdiction in which the overseas company was formed or incorporated; and (ii) its memorandum or articles of association or other constitutional documents (howsoever called). 57 Companies Law (2013 Revision) (7) A contract or other instrument executed in accordance with subsection (6) meets any requirement of any law of the Islands that the contract or instrument is, and is to be treated as, a deed or instrument executed under seal. (8) A contract, deed or instrument is executed validly as a contract, deed or instrument under seal where it is executed in any manner contemplated by the parties thereto, including, without limitation - (a) where the complete contract, deed or instrument is executed; or (b) where any signature or execution page to the contract, deed or instrument is executed (whether or not the contract, deed or instrument is at such time in final form) which is attached by, or on behalf of, the relevant party to, or otherwise with the relevant party’s express or implied authority to, the contract, deed or instrument, provided always that the contract, deed or instrument is executed in conformity with subsection (1)(a) or (b), or subsection (6), as the case may be. (9) Subsections (1), (4), (5), (6), (7) and (8) shall apply to contracts, deeds, instruments under seal or other instruments regardless of whether they were made before, on or after the commencement of this subsection, and no contract, deed, instrument under seal or other instrument made before the commencement of this subsection shall be invalid by reason only of any provision of subsections (1), (4), (5), (6), (7) and (8).

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, which may, at the discretion of the company, Power of company to have official seal for use abroad 58 Companies Law (2013 Revision) be followed with or preceded by its dual foreign name or its translated name, if any, or both 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. (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 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 59 Companies Law (2013 Revision) 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 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; 60 Companies Law (2013 Revision) (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. (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 61 Companies Law (2013 Revision) (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 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; 62 Companies Law (2013 Revision) “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 (2013 Revision) or an exempted limited partnership registered in accordance with Section 9 of the Exempted Limited Partnership Law (2013 Revision); 2013 Revision 2013 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 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. 63 Companies Law (2013 Revision)

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; (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.93Definition of inability to pay debts

MODIFIED

A company shall be deemed to be unable to pay its debts if- Definition of inability to pay debts (a) a creditor by assignment or otherwise to whom the company is indebted at law or in equity in a sum exceeding one hundred dollars then due, has served on the company by leaving at its registered office a demand under his hand requiring the company to pay the sum so due, and the company has for the space of three weeks succeeding the service of such demand, neglected to pay such sum, or to secure or compound for the same to the satisfaction of the creditor; (b) execution of other process issued on a judgement, decree or order obtained in the Court in favour of any creditor at law or in equity in any proceedings instituted by such creditor against the company, is returned unsatisfied in whole or in part; or (c) it is proved to the satisfaction of the Court that the company is unable to pay its debts.

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 64 Companies Law (2013 Revision) (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- (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 65 Companies Law (2013 Revision) 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 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. 66 Companies Law (2013 Revision)

s.96Power to stay or restrain proceedings

MODIFIED

The directors shall cause proper books of account to be kept with respect to- (a) all sums of money received and expended by the company, and the matters in respect of which the receipt and expenditure takes place; and (b) all sales and purchases of goods by the company and the assets and liabilities of the company. 97. The books of account shall be kept at the registered office of the company, or at such other place or places as the directors think fit, and shall always be open to the inspection of the directors. 155 Companies Law (2013 Revision)

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 members made after the commencement of the winding up is, unless the Court otherwise orders, void. Avoidance of property dispositions, etc. 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- 67 Companies Law (2013 Revision) (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 (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 commits an offence and is 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, 68 Companies Law (2013 Revision) 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. 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; 69 Companies Law (2013 Revision) (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. 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 or, subject to subsection (6), the Authority, 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. 70 Companies Law (2013 Revision) (6) An application for the appointment of a provisional liquidator may be presented by the Authority on the grounds under subsection (2), 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 regardless of whether or not the Authority presented the winding up petition. 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. (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. 71 Companies Law (2013 Revision) 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- (a) with the sanction of the Court, exercise any of the powers specified in Part I of

s.200Section 200A

NEW

(1) The Registrar may on application made by a company issue a certificate of good standing to a company that is in good standing in accordance with subsection (2). Certificate of good standing (2) A certificate of good standing is evidence of the fact that the company is in good standing on the date that the certificate of good standing is issued. (3) A company shall be deemed to be in good standing if all fees and penalties under this Law have been paid and the Registrar has no knowledge that the company is in default under this Law.

s.245Section 245

MODIFIED

The Governor in Cabinet may make regulations prescribing all matters that are required or permitted under this Law to be prescribed, or are necessary or convenient to be prescribed for giving effect to the purposes of this Law. Regulations Companies Law (2013 Revision)