(1) In this Law — “ Authority ” means the Cayman Islands Monetary Authority established under section 5(1) of the Monetary Authority Law (2018 Revision) and includes a person acting under the Authority’s authorisation; “ bearer share ” means a share in the capital of any company incorporated in the Islands which — (a) is represented by a certificate that does not record the owner’s name; and (b) is transferable by delivery of the certificate; “ certified translator ” means a person whose interpretation or translation competence has been tested and approved by a professional association or governmental body or any other person determined by the Registrar; “ Court ” mean s the Grand Court of the Cayman Islands; Section 2 Companies Law Page 18 Revised as at 28th day of February, 2018 c “ company ” except where the context excludes exempted companies, means a company formed and registered under this Law or an existing company; “ currency ” includes the ECU and any unit of account used at any time by th e European Monetary Fund; “ custodian ” means — (a) “ an authorised custodian ” who is a person licensed under the Companies Management Law (2018 Revision) to act as a custodian of bearer shares or a bank or trust company licensed under the Banks and Trust Companies Law (2018 Revision) ; or (b) “ a recognised custodian ” which is an investment exchange or clearing organisation operating a securities clearance or settlement system and carrying on business in an equivalent legislation jurisdiction that is included in the list published in the Gazette and referred to in regulations 22(d) and 23(1) of the Anti-Money Laundering Regulations (2018 Revision) , and which has been approved by the Authority for the purposes of this Law to act as a custodian of bearer shares; “ dual foreign name ” means an additional name in any language not utilising the Roman alphabet, utilising any letters, characters, script, accents and other diacritical marks, and which does not have to be a translation or transliteration of the name in the Roman alphabet; “ ECU ” or “ European Currency Unit ” means the former currency basket, which was replaced by the euro on 1st January, 1999, that was, from time to time, used as the unit of account of the European Community as defined in European Council Regulation No. 3320/94; “ euro ” means the common currency of participating member states of the European Union that adopt a single currency in accordance with the Treaty as defined in European Council Regulation No. 974/98; “ exempted company ” means a company reg istered as an exempted company under section 164; “ exempted limited duration company ” means an exempted company registered as an exempted limited duration company under section 179; “ existing company ” means a company which, prior to the 1st December, 1961, has been incorporated and its memorandum of association recorded in the Islands pursuant to the laws relating to companies then in force in the Islands; “ Insolvency Rules Committee ” means the committee established in accordance with section 154; “ Judge ” m eans a Judge of the Grand Court; “ name ”, when relating to the name of a company, means a name in the Roman alphabet or Arabic numerals; Companies Law (2018 Revision) Section 2 c Revised as at 28th day of February, 2018 Page 19 “ non-resident company ” bears the meaning ascribed to that term in section 2(1) of the Local Companies (Control) Law (2015 Revision) ; “ officer ” in relation to a company, includes a manager or secretary; “ overseas company ” means a company, body corporate or corporate entity existing under the laws of a jurisdiction outside the Islands; “ public notice ” means a public notice (whether in digital form or not) affixed by the Registrar at such place as may be determined, from time to time, by the Registrar; “ Registrar ” means the Registrar of Companies appointed under section 3 and includes, where appropriate, the Deputy Registrar of Companies; “ regulated business ” means a business which is required to be licensed under one or other of the regulatory laws; “ regulatory laws ” means any one or more of the following — (a) Banks and Trust Company Law (2018 Revision) ; (b) Building Societies Law (2014 Revision) ; (c) Companies Management Law (2018 Revision) ; (d) Cooperative Societies Law (2001 Revision) ; (e) Insurance Law, 2010 [ Law 32 of 2010 ]; (f) Money Services Law (2010 Revision) ; (g) Mutual Funds Law (2015 Revision) ; and (h) Securities Investment Business Law (2015 Revision) , and any other laws that may be prescribed by the Cabinet by regulations made under section 46 of the Monetary Authority Law (2018 Revision) ; “ special resolution ” means a special resolution as defined in section 60; “ special economic zone business ” means any type of business authorised to be carried on in a special economic zone pursuant to any Law in force in the Islands; “ special economic zone company ” means an exempted company that is registered as such under section 182A; and “ translated name ” means a translation or transliteration of an exempted company’s dual foreign name into the English language provided by either a person licensed to provide such company’s registered office in the Cayman Islands or a certified translator (together with a statement in the prescribed form as to the foreign language in which such dual foreign name is written); and “ Treaty ” means the Treaty on European Union signed in Maastricht on 7th February, 1992, as amended by the Treaty of Amsterdam amending the Treaty of the European Union, signed in Amsterdam on 2nd October, 1997, the Treaty of Nice and the Convention on the Future of Europe, signed in Nice on Section 3 Companies Law Page 20 Revised as at 28th day of February, 2018 c 26th February, 2001 and the Treaty of Lisbon amending the Treaty of the European Union, signed in Lisbon on 13th December, 2007. (2) Where, in this Law, it is provided that a company and every officer of the company who is in default shall be liable to a default fine, the company and every such officer shall, for every day during which the default, refusal or contravention continues, be liable to a fine of ten dollars. (3) In this Law, where it provides that an officer of a company who is in default shall be liable to a default fine, the expression “ officer who is in default ” means any officer of the company who knowingly and wilfully authorises or permits the default, refusal or contravention mentioned in the enactment. (4) For the purposes of this Law “ paid up ” or “ fully paid ” means, in the case of shares with a nominal or par value, paid up or fully paid as to nominal or par value only and, in the case of shares without nominal or par value, means paid up or fully paid up as to the issue price.

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. (2) In subsection (1) — “ signature ” includes a facsimile of a signature however reproduced and a digital signature. Companies Law (2018 Revision) Section 5 c Revised as at 28th day of February, 2018 Page 21

s.7Memorandum of association

MODIFIED

(1) The memorandum of association shall, subject to subsections (2), (3) and (4) and to sections 8 and 9, contain — (a) the name of the proposed company which in the case of an exempted company, may be preceded by or followed with a dual foreign name, with the addition, in the case of any company not being an exempted company or a company formed on the principle of having no limit placed on the liability of its members, in this Law referred to as an “unlimited company”, of the word “Limited” or the abbreviation “Ltd.” as th e last word in such name; and (b) the part of the Islands in which the registered office of the company is proposed to be situate. (2) No subscriber shall take less than one share. (3) Each subscriber of the memorandum of association shall write opposite to his name the number of shares he takes. (4) The memorandum of association may specify objects for which the proposed company is to be established and may provide that the business of the company shall be restricted to the furtherance of the specified objects. If no objects are specified or if objects are specified but the business of the company is not restricted to the furtherance of those objects, then the company shall have full power and the authority to carry out any object not prohibited by this or any other Law. Section 8 Companies Law Page 22 Revised as at 28th day of February, 2018 c

s.9Company limited by guarantee

MODIFIED

(1) Subject to subsection (2), where a company is formed on the principle of having the liability of its members limited to such amount as the members respectively undertake to contribute to the assets of the company in the event of the same being wound up, (in this Law referred to as a company limited by guarantee), the memorandum of association shall also contain a declaration that each member undertakes to contribute to the assets of the company, in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before the time at which he ceases to be a member, and of the costs, charges and expenses of the winding up of the company, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding a specific amount to be therein named. Companies Law (2018 Revision) Section 10 c Revised as at 28th day of February, 2018 Page 23 (2) Where such a company has more than one class of member, the memorandum of association may contain a declaration that in a winding up of the company the amount of the undertaking of the members of a particular class shall be unlimited. (3) A company limited by guarantee may have a share capital.

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 — (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 fixed amount may increase its share capital by such number 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; Section 13 Companies Law Page 24 Revised as at 28th day of February, 2018 c (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. (1A) Paragraphs (b), (c) and (d) shall have no application to shares without nominal or 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 (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. Companies Law (2018 Revision) Section 14 c Revised as at 28th day of February, 2018 Page 25 (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 — (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 (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”. Section 15 Companies Law Page 26 Revised as at 28th day of February, 2018 c

s.15Application to court for confirming order, objections by creditors

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. (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. (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. Companies Law (2018 Revision) Section 16 c Revised as at 28th day of February, 2018 Page 27

s.16Order confirming reduction and powers of Court on making such order

MODIFIED

(1) The Court, if satisfied with respect to every creditor of the company who under section 15 is entitled to object to the reduction, that either his consent to the reduction has been obtained or his debt or claim has been discharged or has determined, or has been secured, may make an order confirming the reduction on such terms and conditions as it thinks fit. (2) Where the Court makes any such order, it may — (a) if for any special reason it thinks proper so to do, direct that the company shall, during such period, commencing on or at any time after the date of the order, as is specified in the order, add to its name as the last word thereof the words “and reduced”; and (b) require the company to publish as the Court directs the reasons for reduction or such other information in regard thereto as the Court may think expedient with a view to giving proper information to the public, and, if the court thinks fit, the causes which led to the reduction. (3) Where a company is ordered to add to its name the words “and reduced”, those words shall, until the expiration of the period specified in the order, be deemed to be part of the name of the company.

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. (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 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. Section 18 Companies Law Page 28 Revised as at 28th day of February, 2018 c

s.18Liability of members in respect of reduced shares

MODIFIED

(1) In the case of a reduction of share capital, a member of the company, past or present, shall not be liable in respect of any share to any call or contribution exceeding in amount the difference, if any, between the amount of the share as fixed by the minute and the amount paid or the reduced amount, if any, which is to be deemed to have been paid on the shares, as the case may be: Provided that, if any, creditor entitled in respect of any debt or claim to object to the reduction of share capital is, by reason of his ignorance of the proceedings for reduction or of their nature and effect with respect to his claim, not entered on the list of creditors, and after the reduction the company is unable, within the meaning of this Law with respect to winding up by the Court, to pay the amount of his debt or claim, then — (a) every person who was a member of the company at the date of the registration of the order for reduction and minute shall be liable to contribute for the payment of that debt or claim an amount not exceeding the amount which he would have been liable to contribute if the company had commenced to be wound up on the day before the said date; and (b) if the company is wound up, the Court, on the application of any such creditor and proof of his ignorance as aforesaid, may if it thinks fit, settle accordingly a list of persons so liable to contribute, and make and enforce calls and orders on the contributories in a winding up. (2) Nothing in this section shall affect the rights of the contributories among themselves.

s.19Penalty for concealment of names of creditors

MODIFIED

A person who, being a director, manager, secretary or other officer of the company — (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 thousand dollars or to imprisonment for a term of one year, or to both. Companies Law (2018 Revision) Section 20 c Revised as at 28th day of February, 2018 Page 29

s.20Articles prescribing regulations for companies

MODIFIED

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.

s.23Printing, stamping and signature of articles

NEW

Articles shall — (a) be divided into paragraphs numbered consecutively; (b) bear the same stamp as if they were contained in a deed; and (c) save as otherwise provided in section 25 (2), be signed by each subscriber of the memorandum of association or each existing member, as the case may, be in the presence of at least one witness who shall attest the signature, and that attestation shall be sufficient.

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. (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. Section 25 Companies Law Page 30 Revised as at 28th day of February, 2018 c

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). (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; Companies Law (2018 Revision) Section 27 c Revised as at 28th day of February, 2018 Page 31 (d) the names and addresses of the subscribers to the memorandum and the number of shares taken by each subscriber; (e) the date of execution of the memorandum of association; (f) the date of filing of the memorandum of association; (g) the number assigned to the company; and (h) in the case of a company limited by guarantee or which has no limit placed on the liability of its members, that the same is limited by guarantee or is unlimited, and any of the particulars as hereinbefore specified which may be inappropriate to the case may be omitted. (4) Upon the filing of a memorandum of association under this section, there shall be paid to the Registrar the fees specified in Part 1 of

s.27Consequences of incorporation

MODIFIED

(1) Upon the filing of the memorandum of association a company shall be deemed to be registered, and the Registrar shall issue a certificate under his hand and seal of office that the company is incorporated with effect from the date of the registration of the memorandum of association and, in the case of a limited company, that the company is limited. (2) From the date of incorporation, the subscribers of the memorandum of association, together with such other persons as may, from time to time, become members of the company, shall be a body corporate by the name contained in the memorandum of association, capable forthwith of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, and having perpetual succession with power to hold lands but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is provided in this Law. This subsection applies to companies incorporated before, on or after the 18th January, 1988. (3) A certificate of incorporation of a company issued under this Law shall be conclusive evidence that compliance has been made with all the requirements of this Law in respect of incorporation and registration. (4) Every copy of a memorandum or articles of association filed and registered in accordance with this Law or any extract therefrom certified under the hand and seal of office of the Registrar as a true copy shall be received in evidence in any court of the Islands without further proof.

s.28Lack of capacity or power; ultra vires

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 — Section 29 Companies Law Page 32 Revised as at 28th day of February, 2018 c (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 (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; (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 opi nion 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; Companies Law (2018 Revision) Section 31 c Revised as at 28th day of February, 2018 Page 33 (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”, or any similar word which in the opinion of the Registrar connotes any of such activities or any derivative of any of such four 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.31Change of name

MODIFIED

(1) Any company may, by special resolution, change its name and, in the case of an exempted company, may adopt a dual foreign name or change its dual foreign name, if any, and any dual foreign name shall precede or follow its name. (2) Where a company changes its name or its dual foreign name, the Registrar, on receiving the special resolution authorising the same and, in the case of a company changing its dual foreign name, receiving its translated name Section 32 Companies Law Page 34 Revised as at 28th day of February, 2018 c together with the fees provided under section 199(1)(a) and (b), and on being satisfied that the change of name conforms with section 30, shall enter the new name and, if applicable, the new translated name on the register in place of the former name and lodge the special resolution for record and shall issue a certificate of incorporation altered to meet the circumstances of the case. (3) If, through inadvertence or otherwise, a company on its first registration or on its registration by a new name or new translated name is registered by a name or a translated name which in any way contravenes section 30 or which, in the opinion of the Registrar, is misleading or undesirable, then the company may, with the sanction of the Registrar, change its name or its translated name as the case may be and shall, if the Registrar so directs, change its name or translated name within six weeks of the date of such direction or within such longer period as the Registrar may think fit. (4) A company which defaults in complying with a direction under subsection (3) is liable to a fine of ten dollars for every day during which the default continues.

s.32Company with power to issue bearer shares not to hold land in the Islands

MODIFIED

(1) A company which is empowered by any law or by its articles of association to issue bearer shares, certificates or coupons, has no power to hold land in the Islands: Provided that the Minister charged with responsibility for Financial Services may, at his discretion, in the case of an exempt company so empowered that has never issued bearer shares, certificates or coupons, exempt that company in writing from subsection (1) for as long as it does not issue bearer shares, certificates or coupons. (2) If a company is in breach of subsection (1), section 185(2), (3) and (4) shall apply, mutatis mutandis , to the company as if it were a foreign company which had failed to comply with Part IX. (3) In this section — “ hold land ” means to be the proprietor of a legal or beneficial interest in or claim to, or over immovable property whether freehold or leasehold and includes being the proprietor of a legal or beneficial interest in the equity capital of a company which holds land; and “ equity capital ” with respect to company includes shares, stock and scrip whether registered, inscribed or bearer which (other than by way of a fixed and predetermined right to interest and repayment of subscribed capital at par) entitles the owner to any variable right of participation in the profits of the company whether by way of dividend, bonus or conversion, or to share in the distribution of the assets of the company upon a winding up. Companies Law (2018 Revision) Section 33 c Revised as at 28th day of February, 2018 Page 35

s.33Share or interest in company to be personalty

MODIFIED

(1) A share or other interest of a member in a company — (a) is personal estate and not of the nature of real estate; and (b) is capable of being transferred if — (i) a transfer is expressly or impliedly permitted by the regulations of the company; and (ii) any restriction or condition on the transfer of the shares or interest set out in the regulations of the company is observed. (2) The shares in a company having a capital divided into shares must each be distinguished by an appropriate number except that if, at any time — (a) all the issued shares in the company; or (b) all the issued shares in the company of a particular class, are fully paid up and rank pari passu for all purposes, none of those shares need thereafter have a distinguishing number so long as it remains fully paid up and ranks pari passu for all purposes with all the shares in the company or all the shares of the particular class of shares, as the case may be, for the time being issued and fully paid up. (3) A company limited by shares, or a company limited by guarantee and having a share capital, if so authorised by its articles, may issue fractions of a share and, unless and to the extent otherwise provided in its articles, a fraction of a share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contribution, calls or otherwise howsoever), limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of the same class of shares; and in this Law the expression “ share ” includ es a fraction of a share and no issue or purported issue of a fraction of a share shall be invalid by reason only of the fact that it was issued or purportedly issued prior to the 30th September, 1985. (4) The nominal or par value of a share may be expressed in an amount which is a fraction or a percentage of the lowest available unit of legal tender of the currency in which the capital of the company is expressed. Section 34 Companies Law Page 36 Revised as at 28th day of February, 2018 c

s.34Share premium account

MODIFIED

(1) Where a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the value of the premiums on those shares shall be transferred to an account called “the share premium account”. Where a company issues shares without nominal or par value, the consideration received shall be paid up share capital of the company. (2) The share premium account may be applied by the company subject to the provisions, if any, of its memorandum or articles of association in such manner as the company may, from time to time, determine including, but without limitation — (a) paying distributions or dividends to members; (b) paying up unissued shares of the company to be issued to members as fully paid bonus shares; (c) any manner provided in section 37; (d) writing off the preliminary expenses of the company; and (e) writing off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the company. Provided that no distribution or dividend may be paid to members out of the share premium account unless, immediately following the date on which the distribution or dividend is proposed to be paid, the company shall be able to pay its debts as they fall due in the ordinary course of business; and the company and any director or manager thereof who knowingly and wilfully authorises or permits any distribution or dividend to be paid in contravention of the foregoing provision commits an offence and is liable on summary conviction to a fine of fifteen thousand dollars and to imprisonment for five years. (3) Where a company had, before the 18th day of January, 1988, issued any shares at a premium, this section shall apply as if the shares had been issued after such date. (4) At the option of the company, subsection (1) shall not apply to premiums on shares of a company allotted in pursuance of any arrangement in consideration for the acquisition or cancellation of shares in any other company, whether a company within the meaning of this Law or not, and issued at a premium. (5) At the option of the company, an amount corresponding to any amount representing the premiums or part of the premiums on shares issued by a company which, by virtue of subsection (4), is not included in such company’s share premium account may also be disregarded in determining the amount at which any shares or other consideration provided for the shares issued is to be included in such company’s balance sheet. (6) For the purposes of subsection (4) — Companies Law (2018 Revision) Section 35 c Revised as at 28th day of February, 2018 Page 37 “ arrangement ” means any agreement, scheme or arrangement, whether of reconstruction, merger, consolidation, take-over, acquisition, purchase or otherwise whereby the allotting company acquires a controlling interest in the company whose shares it acquires or cancels. (7) The relief allowed by subsections (4) and (5) shall apply even if the issue of shares took place prior to the 18th day of January, 1988.

s.35Power to issue shares at a discount

MODIFIED

(1) Subject as provided in this section, it shall be lawful for a company to issue, at a discount, shares in the company of a class already issued: Provided that — (a) the issue of the shares at a discount have been authorised by resolution of the company, and have been sanctioned by the Court; (b) the resolution specify the maximum rate of discount at which the shares are to be issued; (c) not less than one year, at the date of the issue, has elapsed since the date on which the company was entitled to commence business; and (d) the shares to be issued at a discount are issued within one month after the date on which the issue is sanctioned by the Court or within such extended time as the Court may allow. (2) Where a company has passed a resolution authorising the issue of shares at a discount, it may apply to the Court for an order sanctioning the issue, and on any such application the Court, if, having regard to all the circumstances of the case, it thinks proper so to do, may make an order sanctioning the issue on such terms and conditions as it thinks fit. (3) Every prospectus relating to the issue of the shares must contain particulars of the discount allowed on the issue of the shares or of so much of that discount as had not been written off at the date of the issue of the prospectus and if default is made in complying with this subsection, the company and every officer of the company who is in default is liable to a default fine. (4) This section does not apply to shares issued, or proposed to be issued, without nominal or par value.

s.36Power of company to pay commissions

MODIFIED

(1) A company has the power, and shall be deemed always to have had the power, to pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the company, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the company, if the payment of the commission is authorised by the articles of association of the company. Section 37 Companies Law Page 38 Revised as at 28th day of February, 2018 c (2) Nothing in subsection (1) affects the power of a company to pay such brokerage as has previously been lawful. (3) A vendor to, or promoter of, or other person who receives payment in money or shares from a company has, and is deemed always to have had, power to apply any part of the money or shares so received in payment of any commission, the payment of which, if made directly by the company, would have been lawful under subsection (1).

s.37Surrender of shares

MODIFIED

(1) Subject to any express provis ions of the company’s memorandum or articles of association to the contrary, a company may accept the surrender for no consideration of any fully paid share (including a redeemable share) unless, as a result of the surrender, there would no longer be any issued shares of the company other than shares held as treasury shares. (2) Subject to section 37A, any shares surrendered under subsection (1) shall be treated as cancelled on surrender, and the amount of the company’s issued share capital shall be diminished by the nominal value of those shares accordingly; but the surrender of shares by a member is not to be taken as reducing the amount of the company’s authorised share capital. (3) This section is without prejudice to any right or power of a company arising under this Law or otherwise to accept the surrender of a share (not being a fully paid share) in lieu of forfeiture. Companies Law (2018 Revision) Section 38 c Revised as at 28th day of February, 2018 Page 45

s.40Transfer and registration of shares in respect of a company with listed shares

MODIFIED

(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 ar ticles 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. (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.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. (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 Section 45 Companies Law Page 50 Revised as at 28th day of February, 2018 c inspection of any member gratis and to the inspection of any other person on payment of ten dollars or such less sum as the company may specify for each inspection; and every such member or other person may receive a copy of such register or any part thereof, or of such list or summary of members, on payment of one dollar for every page required to be copied. (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 (2017 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.

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 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.

s.47Notice to Registrar of rectification of register

MODIFIED

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.

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: Provided that — Section 50 Companies Law Page 52 Revised as at 28th day of February, 2018 c (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; (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. Companies Law (2018 Revision) Section 50 c Revised as at 28th day of February, 2018 Page 53

s.52Publication of name by a limited company

MODIFIED

Every company, whether limited by shares or by guarantee, shall paint or affix, and shall keep painted or affixed, its name on the outside of every office or place in which the business of the company is carried on, or in any corridor, passage or hallway adjacent or proximate thereto, in a conspicuous position, in letters easily legible, and shall have its name in legible characters on any seal it uses, and shall have its name set out in legible characters in all notices, advertisements and other official publications of such company, and in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of such company, and in all bills of parcels, invoices, receipts and letters of credit of the company and its name may be followed with or preceded by, at the discretion of the company, its dual foreign name or its translated name, if any, or both. Section 53 Companies Law Page 54 Revised as at 28th day of February, 2018 c

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. (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 — Companies Law (2018 Revision) Section 56 c Revised as at 28th day of February, 2018 Page 55 (a) send a copy of such register to the Registrar within sixty days of the first appointment of any director or officer of the company; and (b) notify the Registrar of any change in such directors or officers including a change of the name of such directors or officers, within sixty 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. 56. Penalty for failing to notify of changes to the register of directors and officers 56 . (1) A company that breaches the provisions of section 55 shall incur a penalty of five hundred dollars. (2) Notwithstanding subsection (1), if a company is in breach of section 55(1) (b) — (a) in respect of more than one change in directors or officers and) — (i) the changes occurred within a sixty day period; and (ii) the Registrar is notified of the changes on the same day; Section 57 Companies Law Page 56 Revised as at 28th day of February, 2018 c the applicable penalty for the breach shall be that specified in subsection (1), irrespective of the number of changes notified to the Registrar; and (b) in respect of directors or officers of five or more companies, the applicable aggregate penalty in respect of the companies to which the breach relates shall not exceed the sum of two thousand five hundred dollars, which shall be equally apportioned between and paid by, such companies. (3) In addition to the penalty under subsection (1), where the Registrar is satisfied that a breach of section 55 has been knowingly and willfully authorised or permitted — (a) every company to which the breach relates shall incur a penalty of one thousand dollars; and (b) every director and officer of the company to which the breach relates shall incur a penalty of one thousand dollars and a further penalty of one hundred dollars for every day during which the default continues.

s.56Section 56

REMOVED

(1) A company that breaches the provisions of section 55 shall incur a penalty of five hundred dollars. (2) Notwithstanding subsection (1), if a company is in breach of section 55(1) (b) – (a) in respect of more than one change in directors or officers and – (i) the changes occurred within a sixty day period; and (ii) the Registrar is notified of the changes on the same day; the applicable penalty for the breach shall be that specified in subsection (1), irrespective of the number of changes notified to the Registrar; and List of directors, including alternate directors, and officers Penalty for failing to notify of changes to the register of directors and officers Companies Law (2016 Revision) 49 (b) in respect of directors or officers of five or more companies, the applicable aggregate penalty in respect of the companies to which the breach relates shall not exceed the sum of two thousand five hundred dollars, which shall be equally apportioned between and paid by, such companies. (3) In addition to the penalty under subsection (1), where the Registrar is satisfied that a breach of section 55 has been knowingly and willfully authorized or permitted - (a) every company to which the breach relates shall incur a penalty of one thousand dollars; and (b) every director and officer of the company to which the breach relates shall incur a penalty of one thousand dollars and a further penalty of one hundred dollars for every day during which the default continues.

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 — (a) all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place; Companies Law (2018 Revision) Section 60 c Revised as at 28th day of February, 2018 Page 57 (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 (2017 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 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 (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 Section 61 Companies Law Page 58 Revised as at 28th day of February, 2018 c 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.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 — Companies Law (2018 Revision) Section 65 c Revised as at 28th day of February, 2018 Page 59 (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.

s.65Powers of inspectors

MODIFIED

It shall be the duty of all officers and agents of the company to produce for examination by an inspector all books and documents in their custody or power; any inspector may examine upon oath the officers and agents of the company in relation to its business, and may administer such oath accordingly; and any officer or agent who refuses or neglects to produce any book or document hereby directed to be produced, or to answer any question relating to the affairs of the company, shall incur a penalty not exceeding forty dollars in respect of each such offence.

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. Section 68 Companies Law Page 60 Revised as at 28th day of February, 2018 c

s.70Service of notices on company

MODIFIED

Any writ, notice, order or other document required to be served upon the company may be served by leaving the same, or sending it through the post in a prepaid letter, addressed to the company at its registered 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. (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 Companies Law (2018 Revision) Section 74 c Revised as at 28th day of February, 2018 Page 61 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 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. (2) All fines shall be recovered in a summary way and shall be applied in aid of the general revenue of the Islands. Section 78 Companies Law Page 62 Revised as at 28th day of February, 2018 c 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 — (a) subject as hereinafter contained, any such director, managing director or manager whether past or present shall, in addition to his liability, if any, to contribute as an ordinary member, be liable to contribute as if he were at the date of the commencement of such winding up a member of an unlimited company; (b) no contribution required from any past director or manager who has ceased to hold such office for a period of one year or upwards prior to the commencement of such winding up, shall exceed the amount, if any, which he is liable to contribute as an ordinary member of the company; (c) no contribution required from any past director of manager in respect of any debt or liability of the company contracted after the time at which he ceased to hold such office shall exceed the amount, if any, which he is liable to contribute as an ordinary member of the company; and (d) subject to the regulations of the company, no contribution required from any director or manager shall exceed the amount, if any, which he is liable to contribute as an ordinary member, unless the Court thinks it necessary to require such contribution in order to satisfy the debts and liabilities of the company and the costs, charges and expenses of the winding up. Companies Law (2018 Revision) Section 80 c Revised as at 28th day of February, 2018 Page 63 Association not for Profit 80. Circumstances in which the Governor may licence a company to be registered without “limited” in its name 80 . (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. (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.80Section 80

REMOVED

(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. (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 — (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 company in writing, Section 81 Companies Law Page 64 Revised as at 28th day of February, 2018 c 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). (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. Companies Law (2018 Revision) Section 82 c Revised as at 28th day of February, 2018 Page 65 (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.83Execution of deeds, etc., by attorney

MODIFIED

(1) A company may appoint and empower a person either generally or in respect of a specified matter to execute deeds or instruments under seal on its behalf. (2) Any appointment under subsection (1) need not be made by deed or instrument under seal, but any person so appointed otherwise than by deed or instrument under seal shall not constitute the donee of a power under the Powers of Attorney Law (1996 Revision) (but without prejudice to the authority otherwise conferred upon them by the company). (3) A deed or instrument under seal signed by a person on behalf of a company pursuant to the authority conferred pursuant to subsection (1) shall bind the company and have effect as if it were executed as such by the company. Section 84 Companies Law Page 66 Revised as at 28th day of February, 2018 c

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, 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. Companies Law (2018 Revision) Section 87 c Revised as at 28th day of February, 2018 Page 67 (2) If a majority in number representing seventy-five per cent in value of the creditors or class of creditors, or members or class of members, as the case may be, present and voting either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the Court, be binding on all the creditors or the class of creditors, or on the members or class of members, as the case may be, and also on the company or, where a company is in the course of being wound up, on the liquidator and contributories of the company. (3) An order made under subsection (2) shall have no effect until a copy of the order has been delivered to the Registrar for registration, and a copy of every such order shall be annexed to every copy of the memorandum of association of the company issued after the order has been made, or, in the case of a company not having a memorandum, of every copy so issued of the instrument constituting or defining the constitution of the company. (4) If a company makes default in complying with subsection (3), the company and every officer of the company who is in default shall be liable to a fine of two dollars for each copy in respect of which default is made. (5) In this section the expression “ company ” means any company liable to be wound up under this Law and the expression “ arrangement ” includes a reorganisation of the share capital of the company by the consolidation of shares of different classes or by the division of shares into shares of different classes or by both those methods.

s.87Provisions for facilitating reconstruction and amalgamation of companies

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 — (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; Section 87 Companies Law Page 68 Revised as at 28th day of February, 2018 c (c) the continuation by or against the transferee company of any legal proceedings pending by or against any transferor company; (d) the dissolution, without winding up, of any transferor company; (e) the provisions to be made for any person who within such time and in such manner as the Court directs dissent from the compromise or arrangement; and (f) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation is fully and effectively carried out. (2) Where an order under this section provides for the transfer of property or liabilities, that property shall, by virtue of the order, be transferred to and vest in, and those liabilities shall, by virtue of the order, be transferred to and become the liabilities of, the transferee company, and any such property shall, if the order so directs, be freed from any charge which is, by virtue of the compromise or arrangement, to cease to have effect (3) Where an order is made under this section, every company in relation to which the order is made shall cause a copy thereof to be delivered to the Registrar for registration within seven days after the making of the order, and if default is made in complying with this subsection, the company and every officer of the company who is in default shall be liable to a default fine. (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. Companies Law (2018 Revision) Section 88 c Revised as at 28th day of February, 2018 Page 69

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 fo ur 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. (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. Section 89 Companies Law Page 70 Revised as at 28th day of February, 2018 c

s.89Definitions

MODIFIED

In this Part — “ company ” includes a foreign company in respect of which the Court has made a winding up order; “ contributory ” means — (a) every person liable by virtue of section 49 to contribute to the assets of a company in the event that it is wound up under this Law; and (b) every holder of fully paid up shares of a company; “ controller ” means a person appointed by the Authority pursuant to the regulatory laws to take control of a company; “ document ” includes any device by means of which information is recorded or stored; “ foreign company ” means any body corporate incorporated outside the Islands; “ foreign practitioner ” means a person who is qualified under the law of a foreign country to perform functions equivalent to those performed by official liquidators under this Law or by trustees in bankruptcy under the Bankruptcy Law (1997 Revision) ; “ 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 (2018 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; Companies Law (2018 Revision) Section 90 c Revised as at 28th day of February, 2018 Page 71 “ 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.91Jurisdiction of the Court

MODIFIED

The Court has jurisdiction to make winding up orders in respect of — (a) an existing company; (b) a company incorporated and registered under this Law; (c) a body incorporated under any other law; and (d) a foreign company which — (i) has property located in the Islands; (ii) is carrying on business in the Islands; (iii) is the general partner of a limited partnership; or (iv) is registered under Part IX. Winding up by the Court

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

MODIFIED

A company may be wound up by the Court if — Section 93 Companies Law Page 72 Revised as at 28th day of February, 2018 c (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.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 — (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. Companies Law (2018 Revision) Section 95 c Revised as at 28th day of February, 2018 Page 73 (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 — (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 charg ed to an amount equal to or in excess of those assets or that the company has no assets. (2) The Court shall dismiss a winding up petition or adjourn the hearing of a winding up petition on the ground that the petitioner is contractually bound not to present a petition against the company. (3) If the petition is presented by members of the company as contributories on the ground that it is just and equitable that the company should be wound up, the Court shall have jurisdiction to make the following orders, as an alternative to a winding-up order, namely — (a) an order regulating the conduct of the company’s affairs in the future; (b) an order requiring the company to refrain from doing or continuing an act complained of by the petitioner or to do an act which the petitioner has complained it has omitted to do; (c) an order authorising civil proceedings to be brought in the name and on behalf of the company by the petitioner on such terms as the Court may direct; or Section 96 Companies Law Page 74 Revised as at 28th day of February, 2018 c (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 me morandum 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.

s.96Power to stay or restrain proceedings

MODIFIED

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 — (a) where any action or proceeding against the company, including a criminal proceeding, is pending in a summary court, the Court, the Court of Appeal or the Privy Council, apply to the court in which the action or proceeding is pending for a stay of proceedings therein; and (b) where any action or proceeding is pending against the company in a foreign court, apply to the Court for an injunction to restrain further proceedings therein, and the court to which application is made may, as the case may be, stay or restrain the proceedings accordingly on such terms as it thinks fit.

s.97Avoidance of attachments and stay of proceedings

MODIFIED

(1) When a winding up order is made or a provisional liquidator is appointed, no suit, action or other proceedings, including criminal proceedings, shall be proceeded with or commenced against the company except with the leave of the Court and subject to such terms as the Court may impose. (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.

s.98Notice of winding up order

MODIFIED

When a winding up order is made, the liquidator shall — Companies Law (2018 Revision) Section 99 c Revised as at 28th day of February, 2018 Page 75 (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.

s.99Avoidance of property dispositions, etc.

NEW

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.

s.100Commencement of winding up by the Court

NEW

(1) If, before the presentation of a petition for the winding up of a company by the 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.

s.101Company’s statement of affairs

NEW

(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. (2) The statement shall be verified by an affidavit sworn by the persons required to submit it and shall show — (a) particulars of the company’s assets and liabilities, including contingent and prospective liabilities; (b) the names and addresses of any persons having possession of the company’s assets; (c) the assets of the company held by those persons; (d) the names and addresses of the company’s creditors; (e) the securities held by those creditors; Section 102 Companies Law Page 76 Revised as at 28th day of February, 2018 c (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 appointe

s.102Investigation by liquidator

NEW

(1) Where a winding up order is made by the Court, the liquidator shall be empowered to investigate — (a) if the company has failed, the causes of the failure; and (b) generally, the promotion, business, dealings and affairs of the company, and to make such report, if any, to the Court as he thinks fit. (2) Subject to obtaining the directions of the Court, the liquidator shall have power to — (a) assist the Authority and the Royal Cayman Islands Police Service 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). Companies Law (2018 Revision) Section 103 c Revised as at 28th day of February, 2018 Page 77 (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.

s.103Duty to co-operate and the private examination of relevant persons

NEW

(1) This section applies to any person who, whether resident in the Islands or elsewhere — (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 thi s section as the “ relevant person ”. (2) It is the duty of every relevant person to co-operate with the official liquidator. (3) While a company is being wound up, the official liquidator may at any time before its dissolution apply to the Court for an order — (a) for the examination of any relevant person; or (b) that a relevant person transfer or deliver up to the liquidator any property or documents belonging to the company. (4) Unless the Court otherwise orders, the official liquidator shall make an application under subsection (3) if he is requested in accordance with the rules to do so by one- half, in value, of the company’s creditors or contributories. (5) On an application made under subsection (3) (a), the Court may order that a relevant person — (a) swear an affidavit in answer to written interrogatories; (b) attend for oral examination by the official liquidator at a specified time and place, or (c) do both things specified in paragraphs (a) and (b). (6) The Court may direct that any creditor or contributory of the company be permitted by the official liquidator to participate in an oral examination. (7) The Court shall have jurisdiction — (a) to make an order under this section against a relevant person resident outside the Islands; and Section 104 Companies Law Page 78 Revised as at 28th day of February, 2018 c (b) to issue a letter of request for the purpose of seeking the assistance of a foreign

s.104Appointment and powers of provisional liquidator

NEW

(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. (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. (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. Companies Law (2018 Revision) Section 105 c R

s.105Appointment of official liquidator

NEW

(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. (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 o n 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.

s.106Appointment of joint liquidators

NEW

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.

s.107Removal of official liquidators

NEW

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.

s.108Qualifications of official liquidators

NEW

(1) A foreign practitioner may be appointed to act jointly with a qualified insolvency practitioner. (2) Official liquidators are officers of the Court.

s.109Remuneration of official liquidators

NEW

(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. Section 110 Companies Law Page 80 Revised as at 28th day of February, 2018 c (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.

s.110Function and powers of official liquidators

NEW

(1) It is the function of an official liquidator — (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 c reditors 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.111Power to stay winding up

NEW

(1) The Court may at any time after an order for winding up, on the application either of the liquidator or any creditor or contributory, and on proof to the satisfaction of the Court that all proceedings in the winding up ought to be stayed, make an order staying the proceedings either all together or for a limited time, on such terms and conditions as the Court thinks fit. (2) The Court may at any time after the liquidation has commenced under section 116 (c), but before the final meeting has been held as provided for in section 127, on the application of the liquidator accompanied by — (a) a special resolution stating that the company will not be wound up and setting out the reasons for such decision; (b) proof of a recall notice published in the Gazette; and (c) such other documents as the Court may consider necessary, make an order to recall the liquidation, place the company into active status and place the company back into good standing as it was prior to the commencement of liquidation under section 116(c), on such terms and conditions as the Court thinks fit. (3) A company shall, within seven days of the making of an order under this section, forward a copy of the order to the Registrar who shall enter it in the records relating to the company.

s.112Settlement of list of contributories

NEW

(1) The liquidator shall settle a list of contributories, if any, for which purpose he shall have power to adjust the rights of contributories amongst themselves. (2) In the case of a solvent liquidation of a company which has issued redeemable shares at prices based upon its net asset value from time to time, the liquidator shall have power to settle and, if necessary rectify the company’s register of members, thereby adjusting the rights of members amongst themselves. (3) A contributory who is dissatisfied with the liquidator’s determination may appeal to the Court against such determination.

s.113Power to make calls

NEW

(1) The Court may, at any time after making a winding up order, and either before or after it has ascertained the sufficiency of the company’s assets, make calls on all or any of the contributories for the time being settled on the list of the contributories — Section 114 Companies Law Page 82 Revised as at 28th day of February, 2018 c (a) to the extent of their liability, for the payment of any money which the Court considers necessary to satisfy the company’s debts and liabilities and the expenses of winding up; and (b) to the adjustment of the rights of the contributories among themselves, and make an order for payment of any call so made. (2) In making a call the Court may take into consideration the probability that some of the contributories may partly or wholly fail to pay it.

s.114Inspection of documents by creditors, etc.

NEW

(1) At any time after making a winding up order the Court may make such orders as it thinks fit for — (a) the inspection of the company’s documents by creditors and contributories; and (b) the preparation of reports by the official liquidator and the provision of such reports to the company’s creditors and contributories. (2) A contributory shall be entitled to make an application under this section notwithstanding that the company is or may be insolvent and the Court shall not refuse to make an order upon the application of a contributory merely by reason of the fact that the company is or may be insolvent.

s.115Meetings to ascertain wishes of creditors or contributories

NEW

(1) The Court shall, as to all matters relating to the winding up, have regard to wishes of the creditors or contributories and for that purpose it may direct reports to be prepared by the official liquidator and meetings of creditors or contributories to be summoned. (2) If it considers it necessary to do so, the Court may direct that separate meetings be held of different classes of creditors or contributories. (3) Subject to Rules made under section 155, meetings may be requisitioned by creditors, if the company is insolvent, or by contributories if the company is solvent. (4) The votes of creditors and contributories shall be counted by reference to — (a) the value of their debts, in the case of creditors; (b) the number of votes, in the case of contributories whose shares carry voting rights under the articles of association of the company; and (c) the par value of all the shares held, in the case of contributories whose shares do not carry votes under the articles of association of the company and, where there are no par value shares, the net asset value of the company shown. Companies Law (2018 Revision) Section 116 c Revised as at 28th day of February, 2018 Page 83 Voluntary Winding up

s.116Circumstances in which a company may be wound up voluntarily

NEW

A company incorporated and registered under this Law or an existing company may be wound up voluntarily — (a) when the period, if any, fixed for the duration of the company by its memorandum or articles of association expires; (b) if the event, if any, occurs, on the occurrence of which the memorandum or articles of association provide that the company is to be wound up; (c) if the company resolves by special resolution that it be wound up voluntarily; or (d) if the company in general meeting resolves by ordinary resolution that it be wound up voluntarily because it is unable to pay its debts as they fall due.

s.117Commencement of winding up

NEW

(1) A voluntary winding up is deemed to commence — (a) at the time of the passing of the resolution for winding up; or (b) on the expiry of the period or the occurrence of the event specified in the company’s memorandum or articles of association, notwithstanding that a supervision order is subsequently made by the Court. (2) Subject to any contrary provision in its memorandum or articles of association, the voluntary winding up of an exempted limited duration company is taken to have commenced upon the expiry of a period of ninety days starting on — (a) the death, insanity, bankruptcy, dissolution, withdrawal, retirement or resignation of a member of the company; (b) the redemption, repurchase or cancellation of all the shares of a member of the company; or (c) the occurrence of any event which, under the memorandum or articles of association of the company, terminates the membership of a member of the company, unless there remain at least two members of the company and the company is continued in existence by the unanimous resolution of the remaining members pursuant to amended memorandum and articles of association adopted during that period of ninety days.

s.118Effect on business and status of the company

NEW

(1) In the case of a voluntary winding up, the company shall from the commencement of its winding up cease to carry on its business except so far as it may be beneficial for its winding up. Section 119 Companies Law Page 84 Revised as at 28th day of February, 2018 c (2) Notwithstanding anything to the contrary contained in the company’s articles of association, its corporate state and powers shall continue until the company is dissolved.

s.119Appointment of voluntary liquidator

NEW

(1) One or more liquidators shall be appointed for the purpose of winding up the company’s affairs and distributing its assets. (2) When the winding up has commenc ed in accordance with the company’s memorandum or articles of association upon the termination of a fixed period or the occurrence of an event — (a) the persons designated as liquidators in the memorandum or articles of association shall become such liquidators automatically from the commencement of the winding up; or (b) if no such person is designated in the memorandum or articles of association or the person designated is unable or unwilling to act, the directors shall convene a general meeting of the company for the purpose of appointing a liquidator. (3) Except in the case of a person designated as liquidator in the company’s memorandum or articles of association, the appointment of a voluntary liquidator shall take effect upon the filing of his consent to act with the Registrar. (4) If a vacancy occurs by death, resignation or otherwise in the office of voluntary liquidator appointed by the company — (a) the company in a general meeting may fill the vacancy; or (b) the Court may fill the vacancy on the application of any contributory or creditor. (5) On the appointment of a voluntary liquidator all the powers of the directors cease, except so far as the company in a general meeting or the liquidator sanctions their continuance. (6) When two or more persons are appointed as voluntary liquidators jointly, they shall be authorised to act jointly and severally unless their powers are expressly limited by the resolution or articles of association under which they are appointed.

s.120Qualifications of voluntary liquidators

NEW

Any person, including a director or officer of the company, may be appointed as its voluntary liquidator. Companies Law (2018 Revision) Section 121 c Revised as at 28th day of February, 2018 Page 85

s.121Removal of voluntary liquidators

NEW

(1) A voluntary liquidator may be removed from office by a resolution of the company in a general meeting convened especially for that purpose. (2) A general meeting of the company for the purpose of considering a resolution to remove its voluntary liquidator may be convened by any shareholder or shareholders holding not less than one fift h of the company’s issued share capital. (3) Whether or not a general meeting has been convened in accordance with subsection (2), any contributory may apply to the Court for an order that a voluntary liquidator be removed from office on the grounds that he is not a fit and proper person to hold office.

s.122Resignation of voluntary liquidator

NEW

(1) Where two or more persons are appointed as joint voluntary liquidators, they may resign by filing a notice of resignation with the Registrar, so long as at least one of them continues in office. (2) Except as provided in subsection (1), a voluntary liquidator wishing to resign shall — (a) prepare a report and accounts; and (b) convene a general meeting of the company for the purpose of accepting his resignation and releasing him from the performance of any further duties, and shall cease to hold office with effect from the date upon which the resolution is passed. (3) In the event that the company fails to pass a resolution accepting his resignation, the voluntary liquidator may apply to the Court for an order that he be released from the performance of any further duties.

s.123Notice of voluntary winding up

NEW

(1) Within twenty-eight days of the commencement of a voluntary winding up, the liquidator or, in the absence of any liquidator, the directors shall — (a) file notice of the winding up with the Registrar; (b) file the liquidator’s consent to act with the Registrar; (c) file the director’s declaration of solvency with the Registrar (if the supervision of the court is not sought); (d) in the case of a company carrying on a regulated business, serve notice of the winding up upon the Monetary Authority; and (e) publish notice of the winding up in the Gazette. (2) A director or liquidator who fails to comply with this section commits an offence and is liable to a fine of ten thousand dollars. Section 124 Companies Law Page 86 Revised as at 28th day of February, 2018 c

s.124Application for supervision order

NEW

(1) Where a company is being wound up voluntarily its liquidator shall apply to the Court for an order that the liquidation continue under the supervision of the Court unless, within twenty-eight days of the commencement of the liquidation, the directors have signed a declaration of solvency in the prescribed form in accordance with subsection (2). (2) A declaration of solvency means a declaration or affidavit in the prescribed form to the effect that a full enquiry into the company’s affairs has been made and that to the best of the directors’ knowledge and belief the company will be able to pay its debts in full together with interest at the prescribed rate, within such period, not exceeding twelve months from the commencement of the winding up, as may be specified in the declaration. (3) A person who knowingly makes a declaration under this section without having reasonable grounds for the opinion that the company will be able to pay its debts in full, together with interest at the prescribed rate, within the period specified commits an offence and is liable on summary conviction to a fine of ten thousand dollars and to imprisonment for two years.

s.125Avoidance of share transfers

NEW

Any transfer of shares, not being a transfer with the sanction of the liquidator, and any alteration in the status of the company’s members made after the commencement of a voluntary winding up is void.

s.126General meeting at year’s end

NEW

(1) In the event of a voluntary winding up continuing for more than one year, the liquidators shall summon a general meeting of the company at the end of the first year from the commencement of the winding up and at the end of each succeeding year and such meetings shall be held within three months of each anniversary of the commencement of the liquidation. (2) At each meeting the liquidator shall lay before the meeting a report and account of his acts and dealings and the conduct of the winding up during the preceding year. (3) A liquidator who fails to comply with this section commits an offence and is liable on conviction to a fine of ten thousand dollars.

s.127Final meeting prior to dissolution

NEW

(1) As soon as the company’s affairs are fully wound up, the liquidator shall make a report and an account of the winding up showing how it has been conducted and how the company’s property has been disposed of and thereupon shall call a general meeting of the company for the purpose of laying before it the account and giving an explanation for it. Companies Law (2018 Revision) Section 128 c Revised as at 28th day of February, 2018 Page 87 (2) At least twenty-one days before the meeting the liquidator shall send a notice specifying the time, place and object of the meeting to each contributory in any manner authorised by the company’s articles of association and published in the Gazette. (3) The liquidator shall, no later than seven days after the meeting, make a return to the Registrar in the prescribed form specifying — (a) the date upon which the meeting was held; and (b) if a quorum was present, particulars of the resolutions, if any, passed at the meeting. (4) A liquidator who fails to call a general meeting of the company as required by subsection (1) or fails to make a return as required by subsection (3) commits an offence and is liable on conviction to a fine of ten thousand dollars.

s.128Effect of winding up on share capital of company limited by guarantee

NEW

Where a company limited by guarantee and having a capital divided into shares is being wound up voluntarily, any share capital that may not have been called upon shall be deemed to be an asset of the company, and to be a speciality debt due from each member to the company to the extent of any sums that may be unpaid on any shares held by him, and payable at such time as may be appointed by the liquidator.

s.129Reference of questions to Court

NEW

(1) The voluntary liquidator or any contributory may apply to the Court to determine any question arising in the voluntary winding up of a company or to exercise, as respects the enforcing of calls or any other matter, all or any of the powers which the Court might exercise if the company were being wound up under the supervision of the Court. (2) The Court, if satisfied that the determination of the question or the required exercise of power will be just and beneficial, may accede wholly or partly to the application on such terms and conditions as it thinks fit, or make such other order on the application as it thinks just. (3) The voluntary liquidator shall, within seven days of the making of an order under this section, forward a copy of the order to the Registrar who shall enter it in his records relating to the company.

s.130Expenses of voluntary winding up

NEW

(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. (2) The rate and amount of the liquidator’s remuneration shall be fixed and payment authorised by resolution of the company. Section 131 Companies Law Page 88 Revised as at 28th day of February, 2018 c (3) Each report and account laid before the company in general meetings by its liquidator shall contain all such information, including the rate at which the liquidator’s remuneration is calculated and particulars of the work don e, as may be necessary to enable the members to determine what expenses have been properly incurred and what remuneration is properly payable to the liquidator. (4) If the company fails to approve the liquidator’s remuneration and expenses or the liquidator is dissatisfied with the decision of the company, he may apply to the Court which shall fix the rate and amount of his remuneration and expenses. Winding up subject to the supervision of the Court

s.131Application for supervision order

NEW

When a resolution has been passed by a company to wind up voluntarily, the liquidator or any contributory or creditor may apply to the Court for an order for the continuation of the winding up under the supervision of the Court, notwithstanding that the declaration of solvency has been made in accordance with section 124, on the grounds that — (a) the company is or is likely to become insolvent; or (b) the supervision of the Court will facilitate a more effective, economic or expeditious liquidation of the company in the interests of the contributories and creditors.

s.132Appointment of official liquidator

NEW

(1) When making a supervision order the Court — (a) shall appoint one or more qualified insolvency practitioners; and (b) may, in addition, appoint one or more foreign practitioners, as liquidator or liquidators of the company and section 105 shall apply as if the Court had made a winding up order. (2) Unless a voluntary liquidator is appointed as an official liquidator, he shall prepare a final report and accounts within twenty-eight days from the date of the supervision order.

s.133Effect of supervision order

NEW

A supervision order shall take effect for all purposes as if it was an order that the company be wound up by the Court except that — (a) the liquidation commenced in accordance with section 117; and (b) the prior actions of the voluntary liquidator shall be valid and binding upon the company and its official liquidator. Companies Law (2018 Revision) Section 134 c Revised as at 28th day of February, 2018 Page 89 Offences of fraud, etc.

s.134Fraud, etc. in anticipation of winding up

NEW

(1) Where a company is ordered to be wound up by the Court, or passes a resolution for voluntary winding up, any person, who is or was an officer, professional service provider, voluntary liquidator or controller of the company and who, within the twelve months immediately preceding the commencement of the winding up, has — (a) concealed any part of the company’s property to the value of ten thousand dollars or more or concealed any debt due to or from the company; (b) removed any part of the company’s pr operty to the value of ten thousand dollars or more; (c) concealed, destroyed, mutilated or falsified any documents affecting or relating to the company’s property or affairs; (d) made any false entry in any documents affecting or relating to the company’s property or affairs; (e) parted with, altered or made any omission in any document affecting or relating to the company’s property or affairs; or (f) pawned, pledged or disposed of any property of the company which has been obtained on credit and has not been paid for (unless the pawning, pledging or disposal was in the ordinary way of the company’s business), with intent to defraud the company’s creditors or contributories commits an offence and is liable on conviction to a fine and to imprisonment for five years. (2) In this section — “ officer ” includes a shadow director.

s.135Transactions in fraud of creditors

NEW

Where a company is ordered to be wound up by the Court or passes a resolution for voluntary winding up, any officer or professional service provider of the company who — (a) has made or caused to be made any gift or transfer of, or charge on, or has caused or connived at the levying of any execution against, the company’s property; or (b) has concealed or removed any part of the company’s pro perty, with intent to defraud the company’s creditors or contributories commits an offence and is liable on conviction to a fine and to imprisonment for five years. Section 136 Companies Law Page 90 Revised as at 28th day of February, 2018 c

s.136Misconduct in course of winding up

NEW

(1) Where a company is being wound up, whether by the Court or voluntarily, a person who is or was a director, officer or professional service provider of the company and who — (a) does not to the best of his knowledge and belief fully and truly discover to the liquidator — (i) all the company’s pro perty (except such part as has been disposed of in the ordinary way of the company’s business); (ii) the date on which and manner in which the company’s property or any part thereof property was disposed of, if it was disposed of; (iii) the persons to whom any property was transferred, if it was disposed of; or (iv) the consideration paid for any property which was disposed of; (b) does not deliver up to the liquidator or does not deliver up in accordance with the directions of the liquidator any of company ’s property which is in his custody or under his control, and which he is required by law to deliver up; (c) does not deliver up to the liquidator or does not deliver up, in accordance with the directions of the liquidator, all documents in his custody or under his control which belong to the company and which he is required by law to deliver up; (d) knows or believes that a false debt has been proved by any person in the winding up and fails to inform the liquidator of such knowledge or belief as soon as practicable; (e) prevents the production of any document affecting or relating to the company’s property or affairs; or (f) destroys, mutilates, alters or falsifies any books, papers or securities, or makes or is privy to the making of any false or fraudulent entry in any register, book of account or document belonging to the company, with intent to defraud the company’s creditors or contributories commits an offence and is liable on conviction to a fine of twenty five thousand dollars or to imprisonment for a term of five years, or to both. (2) In this section — “ officer ” includes a shadow director. Companies Law (2018 Revision) Section 137 c Revised as at 28th da

s.137Material omissions from statement relating to company’s affairs

NEW

(1) Where a company is being wound up, whether by the Court or voluntarily, a person who is or was a director, an officer a manager or a professional service provider of the company, commits an offence if he makes any material omission in any statement relating to the company’s affairs, with intent to defraud the company’s creditors or con tributories. (2) A person who commits an offence under subsection (1) is liable on conviction to a fine of twenty-five thousand dollars or to imprisonment for a term of five years, or to both. (3) In this section — “ officer ” includes a shadow director. General provisions

s.138Getting in the company’s property

NEW

(1) Where any person has in his possession any property or documents to which the company appears to be entitled, the Court may require that person to pay, transfer or deliver such property or documents to the official liquidator. (2) Where the official liquidator seizes or disposes of any property which he reasonably believed belonged to the company, he shall not be personally liable for any loss or damage caused to its true owner except in so far as such losses or damage is caused by his own negligence.

s.139Provable debts

NEW

(1) All debts payable on a contingency and all claims against the company whether present or future, certain or contingent, ascertained or sounding only in damages, shall be admissible to proof against the company and the official liquidator shall make a just estimate so far as is possible of the value of all such debts or claims as may be subject to any contingency or sound only in damages or which for some other reason do not bear a certain value. (2) Foreign taxes, fines and penalties shall be admissible to proof against the company only if and to the extent that a judgment in respect of the same would be enforceable against the company pursuant to the Foreign Judgments Reciprocal Enforcement Law (1996 Revision) or any laws permitting the enforcement of foreign taxes, fines and penalties.

s.140Distribution of the company’s property

NEW

(1) Subject to subsection (2), the property of the company shall be applied in satisfaction of its liabilities pari passu and subject thereto shall be distributed amongst the members according to their rights and interests in the company. Section 141 Companies Law Page 92 Revised as at 28th day of February, 2018 c (2) The collection in and application of the property of the company referred to in subsection (1) is without prejudice to and after taking into account and giving effect to the rights of preferred and secured creditors and to any agreement between the company and any creditors that the claims of such creditors shall be subordinated or otherwise deferred to the claims of any other creditors and to any contractual rights of set-off or netting of claims between the company and any person or persons (including without limitation any bilateral or any multi-lateral set-off or netting arrangements between the company and any person or persons) and subject to any agreement between the company and any person or persons to waive or limit the same. (3) In the absence of any contractual right of set-off or non set-off, an account shall be taken of what is due from each party to the other in respect of their mutual dealings, and the sums due from one party shall be set-off against the sums due from the other. (4) Sums due from the company to another party shall not be included in the account taken under subsection (3) if that other party had notice at the time they became due that a petition for the winding up of the company was pending. (5) Only the balance, if any, of the account taken under subsection (3) shall be provable in the liquidation or, as the case may be, payable to the liquidator as part of the assets.

s.141Preferential debts

NEW

(1) In the case of an insolvent company, the debts described in

s.142Secured creditors

NEW

(1) Notwithstanding that a winding up order has been made, a creditor who has security over the whole or part of the assets of a company is entitled to enforce his security without the leave of the Court and without reference to the liquidator. Companies Law (2018 Revision) Section 143 c Revised as at 28th day of February, 2018 Page 93 (2) Where the liquidator sells assets on behalf of a secured creditor, he is entitled to deduct from the proceeds of sale a sum by way of remuneration equivalent to that which is or would be payable under section 109.

s.143Preferential charge on goods distrained

NEW

In the event of a landlord or other person entitled to receive rent distraining or having distrained on any goods or effects of the company within three months preceding the date of the winding up order, the debts to which priority is given by section 141 shall be a first charge on the goods or effects so distrained on or the proceeds of sale thereof.

s.144Effect of execution or attachment

NEW

(1) Where a creditor has issued execution against the goods or land of a company or has attached any debt due to it, and the company is subsequently wound up, he is not entitled to retain the benefit of the execution or attachment against the liquidator unless he has completed the execution or attachment before the commencement of the winding up. (2) Notwithstanding subsection (1) — (a) where a creditor has had notice of a meeting having been called at which a resolution for voluntary winding up is to be proposed, the date on which he had notice is substituted for the purpose of subsection (1) for the date of commencement of the winding up; (b) a person who purchases in good faith under a sale by the bailiff any goods of a company on which execution has been levied in all cases acquires a good title to them against the liquidator; and (c) the rights conferred by subsection (1) on the liquidator may be set aside by the Court in favour of the creditor to such extent and subject to such terms as the Court thinks fit. (3) For the purposes of this Law — (a) an execution against goods is completed by seizure and sale; (b) an execution against securities is completed upon making a charging order absolute; (c) an attachment of a debt is completed by receipt of the debt; and (d) an execution against land is completed by the registration of a charging order. Section 145 Companies Law Page 94 Revised as at 28th day of February, 2018 c

s.145Voidable preference

NEW

(1) Every conveyance or transfer of property, or charge thereon, and every payment obligation and judicial proceeding, made, incurred, taken or suffered by any company in favour of any creditor at a time when the company is unable to pay its debts within the meaning of section 93 with a view to giving such creditor a preference over the other creditors shall be invalid if made, incurred, taken or suffered within six months immediately preceding the commencement of a liquidation. (2) A payment made as aforesaid to a related party of the company shall be deemed to have been made with a view to giving such creditor a preference. (3) For the purposes of this section a creditor shall be treated as a “related party” if it has the ability to control the company or exercise significant influence over the company in making financial and operating decisions.

s.146Avoidance of dispositions made at an undervalue

NEW

(1) In this section and section 147 — (a) “ disposition ” has the meaning ascribed in Part VI of the Trusts Law (2018 Revision) ; (b) “ intent to defraud ” means an intention to wilfully defeat an obligation owed to a creditor; (c) “ obligation ” means an obligation or liability (whic h includes a contingent liability) which existed on or prior to the date of the relevant disposition; (d) “ transferee ” means the person to whom a relevant disposition is made and shall include any successor in title; and (e) “ undervalue ” in relation to a disposition of a company’s property means — (i) the provision of no consideration for the disposition; or (ii) a consideration for the disposition the value of which in money or monies worth is significantly less than the value of the property which is the subject of the disposition. (2) Every disposition of property made at an undervalue by or on behalf of a company with intent to defraud its creditors shall be voidable at the instance of its official liquidator. (3) The burden of establishing an intent to defraud for the purposes of this section shall be upon the official liquidator. (4) No action or proceedings shall be commenced by an official liquidator under this section more than six years after the date of the relevant disposition. Companies Law (2018 Revision) Section 147 c Revised as at 28th day of February, 2018 Page 95 (5) In the event that any disposition is set aside under this section, then if the Court is satisfied that the transferee has not acted in bad faith — (a) the transferee shall have a first and paramount charge over the property, the subject of the disposition, of an amount equal to the entire costs properly incurred by the transferee in the defence of the action or proceedings; and (b) the relevant disposition shall be set aside subject to the proper fees, costs, pre-existing rights, claims and interests of the transferee (and of any predecessor transferee who has not acted in bad faith).

s.147Fraudulent trading

NEW

(1) If in the course of the winding up of a company it appears that any business of the company has been carried on with intent to defraud creditors of the company or creditors of any other person or for any fraudulent purpose the liquidator may apply to the Court for a declaration under this section. (2) The Court may declare that any persons who were knowingly parties to the carrying on of the business in the manner mentioned in subsection (1) are liable to make such contributions, if any, to the company’s assets as the Court thinks proper.

s.148Supply of utilities

NEW

(1) If a request is made by or with the concurrence of the liquidator (including a provisional liquidator) for the giving, after the effective date, of any of the supplies mentioned in the subsection (2), the supplier — (a) may make it a condition of the giving of the supply that the liquidator personally guarantees the payment of any charges in respect of the supply; but (b) shall not make it a condition of the giving of the supply, or do anything which has the effect of making it a condition of the giving of the supply, that any outstanding charges in respect of a supply given to the company before the effective date are paid. (2) The supplies referred to in subsection (1) are — (a) a supply of electricity; (b) a supply of water; and (c) a supply of telecommunication services. (3) In this section — “ effective date ” means — (a) the date on which the provisional liquidator was appointed; or (b) the date on which the winding up order was made. Section 149 Companies Law Page 96 Revised as at 28th day of February, 2018 c

s.149Interest on debts

NEW

(1) Subject to subsection (5), in a winding up interest is payable in accordance with this section on any debt proved in the winding up, including so much of any such debt as represents interest on the remainder of the debt. (2) Any surplus remaining after the payment of the debts proved in a winding up shall, before being applied for any other purpose, be applied in paying interest on those debts in respect of the period during which they have been outstanding since the company went into liquidation. (3) All interest under this section ranks equally, whether or not the debts on which it is payable ranked equally. (4) The rate of interest payable under this section in respect of any debt is the greater of — (a) the rate applicable to the currency of the liquidation prescribed from time to time by the Judgment Debts (Rates of Interest) Rules, 2012 made under section 34 of the Judicature Law (2017 Revision) ; and (b) the rate applicable to that debt apart from the winding up. (5) No interest shall be payable if the liquidation is concluded in less than six months or the accrued amount is less than five hundred dollars.

s.150Currency of the liquidation

NEW

(1) In the case of a solvent liquidation, a company’s creditors are entitled to receive payment of their debts in the currency of the obligation. (2) In the case of an insolvent liquidation, a company’s liabilities shall be translated into the functional currency of the company at the exchange rates ruling — (a) on the date of the commencement of the voluntary liquidation; or (b) on the day upon which the winding up order is made. (3) For the purposes of this section the functional currency of a company is the currency of the primary economic environment in which it operated as at the commencement of the liquidation. Dissolution of a Company

s.151Dissolution following voluntary winding up

NEW

(1) The Registrar shall, wi thin three days of receiving a liquidator’s return under section 127(3), register such return. (2) Upon the expiration of three months from the registration of the return the company is deemed to be dissolved. Companies Law (2018 Revision) Section 152 c Revised as at 28th day of February, 2018 Page 97 (3) Notwithstanding subsection (2), the Court may, on the application of the liquidator or any other person who appears to the Court to be interested, make an order deferring the date at which the dissolution of the company is to take effect to such date as the Court thinks fit. (4) An application under this section shall not be made after the company is deemed to have been dissolved. (5) An order of the Court made under this section shall be registered with the Registrar within seven days of the date upon which it was made.

s.152Dissolution following winding up by the Court

NEW

(1) When the affairs of the company have been completely wound up, the Court shall make an order that the company be dissolved from the date of that order or such other date as the Court thinks fit, and the company shall be dissolved accordingly. (2) The effect of an order for dissolution in respect of a segregated portfolio is that its creditors’ claims against the company shall be extinguished, notwithstanding that the company has not been liquidated and dissolved. (3) The official liquidator shall file the order for dissolution with the Registrar. (4) An official liquidator who fails to file the order for dissolution with the Registrar within fourteen days from the date, upon which it was perfected, commits an offence and is liable on summary conviction to a penalty of ten dollars for every day during which he is so in default.

s.153Unclaimed dividends and undistributed assets

NEW

(1) Any unclaimed dividends or undistributed assets in the possession or control of the liquidator or former liquidator of a company shall be held by him as trustee upon trust for the benefit of the contributories or creditors to whom such funds are owed. (2) At the end of one year after the dissolution of the company, the former liquidator shall transfer any funds or other assets held on trust by him to the Minister charged with responsibility for Finance who shall manage them in accordance with Part VIII of the Public Management and Finance Law (2018 Revision) . Insolvency rules and regulations

s.154Insolvency Rules Committee

NEW

(1) There shall be established an Insolvency Rules Committee comprising — (a) the Chief Justice or other judge nominated by the Chief Justice in his place who shall be chairman; Section 155 Companies Law Page 98 Revised as at 28th day of February, 2018 c (b) the Attorney General or his nominee; (c) the legal practitioner members of the Grand Court Rules Committee; (d) a qualified insolvency practitioner appointed by the Chief Justice upon the recommendation of the Cayman Islands Society of Professional Accountants; and (e) a person appointed by the Chief Justice who, in his opinion, demonstrates a wide knowledge of law, finance, financial regulation or insolvency practice. (2) The quorum of the Insolvency Rules Committee shall be the chairman and three other members of the Committee; and the chairman shall have a casting vote.

s.155Powers of the Insolvency Rules Committee

NEW

(1) The Insolvency Rules Committee shall have power — (a) to make rules and prescribe forms for the purpose of giving effect to Parts IV, V and XVI; (b) to prescribe court fees to be paid in connection with — (i) applications under Part IV; (ii) winding up proceedings under Part V; and (iii) applications under Part XVI; and (c) to make rules for the purpose of specifying — (i) the qualifications which must be held by a person appointed to the office of official liquidator; (ii) persons who are disqualified from holding office as official liquidator either generally or in relation to a particular company which is not in liquidation before the court; (iii) the nature and scope of professional indemnity insurance, if any, required to be held by persons appointed to the office of official liquidators; and (iv) the nature and scope of security bonds, if any, required to be posted by persons appointed to the office of official liquidator. (2) The Insolvency Rules Committee, after consultation with the Authority and with any organisation representing insolvency practitioners in the Islands, shall make rules prescribing the rates of fees which may be charged by an official liquidator. Companies Law (2018 Revision) Section 156 c Revised as at 28th day of February, 2018 Page 99

s.156Company not operating may be struck off register

NEW

(1) Where the Registrar has reasonable cause to believe that a company is not carrying on business or is not in operation, he may strike the company off the register and the company shall thereupon be dissolved. (2) A request on behalf of the company to strike the company off the register shall be accompanied by a fee of seventy-five dollars. 157. Company being wound up may be struck off register for want of liquidator, etc. 157 . Where a company is being wound up, and the Registrar has reasonable cause to believe either that no liquidator is acting, or that the affairs of the company are fully wound up, he may strike the company off the register and the company shall thereupon be dissolved.

s.158Registrar to publish fact of company being struck off register

NEW

The Registrar shall immediately publish a Government Notice to the effect that the company in question has been struck off the register, the date on which it has been struck off and the reason therefor. Such notice shall be gazetted. 159. Company, creditor or member may apply to court for company to be reinstated 159 . If a company or any member or creditor thereof feels aggrieved by the company having been struck off the register in accordance with this Law, the Court on the application of such company, member or creditor made within two years or such longer period not exceeding ten years as the Cabinet may allow of the date on which the company was so struck off, may, if satisfied that the company was, at the time of the striking off thereof, carrying on business or in operation, or otherwise, that it is just that the company be restored to the register, order the name of the company to be restored to the register, on payment by the company of a re-instatement fee equivalent to the original incorporation or registration fee and on such terms and conditions as to the Court may seem just, and thereupon the company shall be deemed to have continued in existence as if its name had not been struck off; and the Court may, by the same or any subsequent order, give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off. Section 160 Companies Law Page 100 Revised as at 28th day of February, 2018 c

s.160Liability of members of company to remain

NEW

The striking off the register of any company under this Law shall not affect the liability, if any, of any director, manager, officer or member of the company, and such liability shall continue and may be enforced as if the company had not been dissolved.

s.161Registrar not liable for any act performed under this Part

NEW

No liability shall attach for any act performed or thing done by the Registrar under this Part.

s.162Vesting of property

NEW

Any property vested in or belonging to any company struck off the register under this Law shall thereupon vest in the Minister charged with responsibility for Finance and shall be subject to disposition by the Cabinet, or to retention for the benefit of the Islands.

s.163What companies may apply to be registered as exempted companies

NEW

Any proposed company applying for registration under this Law, the objects of which are to be carried out mainly outside the Islands, may apply to be registered as an exempted company.

s.164Registration of exempted companies

NEW

On being satisfied that section 165 has been complied with, the Registrar shall register the company as an exempted company.

s.165Declaration by proposed company

NEW

A proposed exempted company applying for registration as an exempted company shall submit to the Registrar a declaration signed by a subscriber to the effect that the operation of the proposed exempted company will be conducted mainly outside the Islands.

s.166Shares shall be non-negotiable

NEW

The shares of an exempted company shall be non-negotiable and shall be transferred only on the books of the company.

s.167Repealed

MODIFIED

Repealed by section 3 of the Companies (Amendment) Law, 2016 [ Law 3 of 2016 ]. Companies Law (2018 Revision) Section 168 c Revised as at 28th day of February, 2018 Page 101

s.168Annual return

NEW

In January of each year after the year of its registration each exempted company shall furnish to the Registrar a return which shall be in the form of a declaration that — (a) since the previous return or since registration, as the case may be, there has been no alteration in the memorandum of association, other than an alteration in the name of the company effected in accordance with section 31 or an alteration already reported in accordance with section 10; (b) the operations of the exempted company since the last return or since registration of the exempted company, as the case may be, have been mainly outside the Islands; and (c) section 174 has been and is being complied with.

s.169Annual fee

NEW

(1) Every exempted company shall, in January of each year after the year of its registration, pay to the revenues of the Islands the annual fee specified in Part 4 of

s.170Failure to comply with section 168 or 169

NEW

Any exempted company which fails to comply with section 168 or 169 shall be deemed to be a defunct company and shall thereupon be dealt with as such under Part VI but without prejudice to its being registered again as though it were being registered for the first time. Section 171 Companies Law Page 102 Revised as at 28th day of February, 2018 c

s.171Registrar to give notice

NEW

Before taking action under section 170, the Registrar shall give one month’s notice to the defaulting company and, if the default is made good before the expiry of such notice, sections 168 and 169 shall be deemed to have been complied with.

s.172False statement in declaration

NEW

If any declaration under section 165 or 168 contains any wilful false statement or misrepresentation the company shall, on proof thereof, be liable to be immediately dissolved and removed from the register and in such case any fee tendered under section 26 or 169 shall be forfeited to the Minister charged with responsibility for Finance for credit to the general revenue.

s.173Penalty for false declaration

NEW

Every director and officer of a company who knowingly makes or permits the making of any such declaration knowing it to be false commits an offence and is liable on summary conviction to a fine of five thousand dollars and to imprisonment for a term of one year, or to both.

s.174Prohibited enterprises

NEW

An exempted company shall not trade in the Islands with any person, firm or corporation except in furtherance of the business of the exempted company carried on outside the Islands: Provided that nothing in this section shall be construed so as to prevent the exempted company effecting and concluding contracts in the Islands and exercising in the Islands all of its powers necessary for the carrying on of its business outside the Islands.

s.175Prohibited sale of securities

NEW

An exempted company that is not listed on the Cayman Islands Stock Exchange is prohibited from making any invitation to the public in the Islands to subscribe for any of its securities.

s.176Penalty for carrying on business contrary to this Part

NEW

If an exempted company carries on any business in the Islands in contravention of this Part then, without prejudice to any other proceedings that may be taken in respect of the contravention, the exempted company and every director, provisional director and officer of the exempted company who is responsible for the contravention commits an offence and is liable on summary conviction to a fine of one hundred dollars for every day during which the contravention occurs or continues, and the exempted company shall be liable to be immediately dissolved and removed from the register. Companies Law (2018 Revision) Section 177 c Revised as at 28th day of February, 2018 Page 103

s.177Electronic business by exempted companies

NEW

Nothing in this Law shall prohibit an exempted company from offering, by electronic means, and subsequently supplying, real or personal property, services or information from a place of business in the Islands or through an internet service provider or other electronic service provider located in the Islands.

s.179Registration as an exempted limited duration company

NEW

(1) The Registrar shall register as an exempted limited duration company an exempted company that has made application under section 178 if — (a) the company has at least two subscribers or two members; (b) where the company was not already registered as a company prior to the application — (i) the memorandum of association of the company limits the duration of the company to a period of thirty years or less; and (ii) the name of the company includes at its end “Limited Duration Company” or “LDC”; and (c) where the company was already registered as a company prior to the application — (i) the Registrar has been supplied, where the duration of the company is not already limited to a period of thirty years or less with a certified copy of a special resolution of the company altering its memorandum of association to limit the duration of the company to a period of thirty years or less; and Section 1 80 Companies Law Page 104 Revised as at 28th day of February, 2018 c (ii) the Registrar has been supplied, in accordance with section 31, with a copy of a special resolution of the company changing its name to a name that includes at its end “Limited Duration Company” or “LDC”. (2) On registering an exempted company as an exempted limited duration company the Registrar shall — (a) in the case of a company referred to in paragraph (b) of subsection (1), certify in the certificate of incorporation issued in accordance with section 27(2) or the certificate of registration by way of continuation issued in accordance with section 201(1) that the company is registered as an exempted limited duration company; and (b) in the case of a company referred to in paragraph (c) of subsection (1), certify in the certificate of incorporation issued in accordance with section 31(2) that the company is registered as an exempted limited duration company stating the date of such registration. (3) A special resolution passed for the purpose of paragraph (c)(ii) of subsection (1) has no effect un

s.180Contents of articles of association

NEW

(1) The articles of association of an exempted limited duration company may provide that the transfer of any share or other interest of a member of the company requires the unanimous resolution of all the other members. (2) The articles of association of an exempted limited duration company may provide that the management of the company is vested in the members of the company either equally per capita or in proportion to their share or other ownership interest in the company or in such other manner as may be specified in the articles of association. (3) Where the articles of association of an exempted limited duration company contain the provision referred to in subsection (2), the members of the company are to be considered to be the directors of the company but with power, if so provided by the articles of association, to delegate the management to a board of directors.

s.181Cancellation of registration

NEW

(1) A company ceases to be an exempted limited duration company if — (a) the Registrar issues a certificate under section 207 on de-registration of the company; (b) the Registrar issues a certificate of incorporation in accordance with section 31(2) which records a change of name for the company that does not include at its end “Limited Duration Company” or “LDC”; or Companies Law (2018 Revision) Section 182 c Revised as at 28th day of February, 2018 Page 105 (c) the company passes a special resolution in accordance with section 10 to alter its memorandum of association to provide for a period of duration of the company that exceeds or is capable of exceeding thirty years, and in the case of paragraph (b) or (c), the company pays a de-registration fee of four hundred dollars. (2) On a company ceasing to be an exempted limited duration company — (a) the Registrar shall, where the company has ceased to be an exempted limited duration company by virtue of paragraph (b) or (c) of subsection (1), issue to the company a certificate of incorporation altered to meet the circumstances of the case; and (b) in all cases the certificate issued by virtue of section 179(2) ceases to have effect. (3) A special resolution passed for the purpose of paragraph (c) of subsection (1) has no effect until a certificate of incorporation is issued by the Registrar under paragraph (a) of subsection (2).

s.182Electronic business by exempted limited duration companies

NEW

Nothing in this Law shall prohibit an exempted limited duration company from offering, by electronic means, and subsequently supplying, real or personal property, services or information from a place of business in the Islands or through an internet service provider or other electronic service provider located in the Islands. PART VIIIA - Special Economic Zone Companies 182A. Exempted company may apply to be registered as a special economic zone company 182A .(1) An exempted company may, at any time, apply to the Registrar to be registered as a special economic zone company. (2) An application may also be made under subsection (1) at the same time as an application is made — (a) to register a proposed company as an exempted company; (b) to re-register an ordinary non-resident company as an exempted company; or (c) to register a company by way of continuation as an exempted company. (3) An application under subsection (1) shall be accompanied by a fee which shall be equal to the lowest band of the annual fee payable by an exempted company under section 169(1) as specified in paragraph (a) of Part 4 of

s.183Definition of foreign company

NEW

In this Part, a foreign company means an overseas company which, after the 1st December, 1961, establishes a place of business or commences carrying on business (which expressions in this Part include, without limiting their generality, the sale by or on behalf of an overseas company of its shares or debentures and offering, by electronic means, and subsequently supplying, real or personal property, services or information from a place of business in the Islands or through an internet service provider or other electronic service provider located in the Islands) within the Islands, and all overseas companies which before the 1st December, 1961 established a place of business or carried on business as aforesaid within the Islands at the 1st December, 1961.

s.184Documents, etc., to be delivered to Registrar by foreign companies

NEW

(1) Every foreign company shall, within one month after becoming a foreign company as defined in section 183, deliver to the Registrar for registration the following — (a) a certified copy of the foreign company’s certificate of formation or incorporation, or the equivalent document issued by the relevant authority as evidence of its formation or incorporation; (b) a certificate of good standing issued by the relevant authority (or a certified copy thereof), or, if the relevant authority does not issue such certificates of good standing, a declaration signed by a director of the foreign company that the foreign company is in good standing with the relevant authority, in either case, dated no earlier than one month prior to the date of its delivery to the Registrar; Section 185 Companies Law Page 108 Revised as at 28th day of February, 2018 c (c) a certified copy of any charter, bye-laws or memorandum or articles of association or other constitutional document (howsoever called) of the foreign company that is required to be filed with the relevant authority under the laws of the relevant jurisdiction in connection with the incorporation or formation of the foreign company; (d) a list of its directors, containing such particulars with respect to the directors as are by this Law required to be contained with respect to directors in the register of the directors of a company; and (e) the names and addresses of some one or more than one person resident in the Islands authorised to accept on its behalf service of process and any notices required to be served on it, and shall pay to the Registrar the fee specified in Part 5 of

s.185Power of certain foreign companies to hold land

NEW

(1) An overseas company shall not have power to hold land in the Islands except where it is a foreign company which has delivered to the Registrar documents, particulars and fees specified in section 184. (2) If an overseas company which is not a foreign company holds land in the Islands or if a foreign company ceases to carry on, or have a place of business in the Islands or ceases to be a foreign company or fails to comply with this Part, the Cabinet may, whenever it appears to it to be necessary in the public interest, order the overseas company to transfer any lands held by, vested in or belonging to it to a person capable of holding such lands and of being registered as proprietor thereof under the Registered Land Law (2018 Revision) . (3) If an overseas company fails to comply with an order under subsection (2), the Registrar may apply to the Court for an order that the land shall vest in the Minister charged with responsibility for Finance for the benefit of the Islands and be subject to the disposition of the Cabinet, and the Court may order accordingly. Companies Law (2018 Revision) Section 186 c Revised as at 28th day of February, 2018 Page 109 (4) An order under subsection (2), and any order or proceedings required by the Court to be served in respect of an application under subsection (3) shall be served by personal service on a person, if any, whose name and address has been delivered by the company to the Registrar under paragraph (e) of section 184(1): Provided that, in the event any such order or proceedings may not be served by such personal service, it or they may be served by — (a) personal service on the attorney holding a power of attorney whereunder he is authorised to accept service of orders and proceedings of the Court; (b) sending it by registered post to the overseas company at its usual or last known postal address in the Islands; (c) leaving it at the last known place of business of the overseas company in the Islands; (d) publication in

s.186Registration of foreign companies

NEW

(1) Upon compliance with section 184, the Registrar shall issue a certificate under his hand and seal of office that the foreign company is registered under this Law. (2) A certificate of registration of a foreign company issued under subsection (1) shall be conclusive evidence that compliance has been made with all requirements of this Law in respect of registration.

s.187Return to be delivered to Registrar where documents etc., altered

NEW

If, in the case of any foreign company, an alteration is made in or to any document or other information filed with the Registrar pursuant to section 184(1) (other than a document referred to in section 184(1)(b)) the foreign company shall, within thirty days after the date of such alteration, deliver to the Registrar for registration a return containing the particulars of the alteration. 188. Obligation to state name of foreign company, whether limited, and country where formed or incorporated 188 . Every foreign company shall — Section 189 Companies Law Page 110 Revised as at 28th day of February, 2018 c (a) in every prospectus inviting subscriptions for its shares or debentures in the Islands state the country in which the foreign company is formed or incorporated; (b) conspicuously exhibit on every place where it carries on business in the Islands the name of the foreign company and the country in which the foreign company is formed or incorporated; (c) cause the name of the foreign company and of the country in which it is formed or incorporated to be stated in legible characters on all bill heads, letter paper, notices, advertisements and other official publications; and (d) if the liability of the members of the foreign company is limited, cause notice of that fact to be stated in every such prospectus as aforesaid and on all bill heads, letter paper, notices, advertisements and other official publications in the Islands, and to be affixed on every place where it carries on its business in the Islands.

s.189Service on foreign company to which this Part applies

NEW

Any process or notice required to be served on a foreign company shall be sufficiently served if addressed to any person whose name has been delivered to the Registrar under section 184 or 187 and left at or sent by post to the address which has been so delivered: Provided that — (a) where any such foreign company makes default in delivering to the Registrar the name and address of a person resident in the Islands who is authorised to accept on behalf of the foreign company service of process or notices; or (b) if, at any time, all the persons whose names and addresses have been so delivered are dead or have ceased so to reside, or refuse to accept service on behalf of the company, or for any reason cannot be served, a document may be served on the foreign company by leaving it at or sending it by post to any place of business established by the foreign company in the Islands.

s.190Deeds, etc., of overseas companies

NEW

The execution of a contract or other instrument in accordance with section 81(6)(a) and the fact that it was executed in accordance with a requirement referred to in section 81(6)(b) may be proved by the affidavit or solemn declaration of a witness to the execution of the contract or other instrument sworn or made before a notary public or any other person qualified to administer oaths in any jurisdiction. Companies Law (2018 Revision) Section 191 c Revised as at 28th day of February, 2018 Page 111

s.191Execution of deeds, etc.

NEW

(1) An overseas company may appoint and empower a person either generally or in respect of a specified matter, to execute deeds or instruments under seal on its behalf. (2) Any appointment under subsection (1) need not be made by deed or instrument under seal, but any person so appointed otherwise than by deed or instrument under seal shall not constitute the donee of a power under the Powers of Attorney Law (1996 Revision) (but without prejudice to the authority otherwise conferred upon them by the overseas company). (3) A deed or instrument under seal, signed by a person on behalf of an overseas company pursuant to authority conferred pursuant to subsection (1), shall be binding on that overseas company and shall have effect as if it were executed as such by the overseas company.

s.192Removing company’s name from register

NEW

If any foreign company ceases to carry on or have a place of business in the Islands it shall forthwith give notice of the fact to the Registrar and, as from the date on which notice is so given, the obligation of the foreign company to deliver any document to the Registrar shall cease: Provided that where the Registrar is satisfied by any other means that the foreign company has ceased to carry on or have a place of business in the Islands it shall be lawful for him to close the file of the foreign company and thereupon the obligation of the foreign company to deliver any document to the Registrar shall cease.

s.193Penalties for failing to comply with this Part

NEW

Whenever any foreign company fails to comply with any of the foregoing provisions of this Part, it and every officer or agent of it, commits an offence and is liable to a fine of one hundred dollars or, in the case of a continuing offence, a further fine of ten dollars for every day during which the default continues.

s.194Definitions in this Part

NEW

(1) In this Part — “ certified copies ” includes copies (whether in the form of an electronic record or otherwise) certified as true copies of the originals by — (a) the relevant authority; (b) a notary public in the relevant jurisdiction or in the Islands; or (c) a person qualified to practise law in the relevant jurisdiction or in the Islands, or (d) any other person acceptable to the Registrar; Section 195 Companies Law Page 112 Revised as at 28th day of February, 2018 c “ director ” in relation to a foreign company, means any director, officer, member or other person (howsoever called) in whom the management of the foreign company is vested; “ electronic record ” has the same meaning as in Part I of the Electronic Transactions Law (2003 Revision) ; “ excluded share transfer or share registration office ” means a share transfer or share registration office provided within the Islands by a person licensed or registered to do so under the regulatory laws; “ place of business ” includes a share transfer or share registration office (except an excluded share transfer or share registration office); “ relevant authority ” in respect of a foreign company, means the national, state or local government authority, registry or other body in the relevant jurisdiction that is responsible for forming or incorporating the foreign company; and “ relevant jurisdiction ” means the jurisdiction in which the foreign company has been formed or incorporated. (2) In this Part, an overseas company shall not be deemed to have established or to have commenced carrying on business within the Islands solely by reason of having an excluded share transfer or share registration office.

s.195Power of Registrar to prohibit sale

NEW

The Registrar may, at any time and from time to time, prohibit the sale of any shares or debentures of any foreign company in the Islands or any invitation in the Islands to subscribe for any shares or debentures of a foreign company, and in the event of any violation by a foreign company of such prohibition the foreign company and each of its directors and officers is liable on summary conviction to a fine of one thousand dollars and, in default of payment by any director or officer, to imprisonment for three months.

s.196Application to existing companies

NEW

In the application of this Law to existing companies, it shall apply in the same manner in the case of — (a) a limited company, other than a company limited by guarantee, as if the company had been formed and registered under this Law as a company limited by shares; (b) a company limited by guarantee, as if the company had been formed and registered under this Law as a company limited by guarantee; and Companies Law (2018 Revision) Section 197 c Revised as at 28th day of February, 2018 Page 113 (c) a company other than a limited company, as if the company had been formed and registered under this Law as an unlimited company.

s.197Date of incorporation

NEW

A reference, express or implied, to the date of incorporation of an existing company shall be, where appropriate, construed as a reference to the date on which the company was incorporated and recorded under the laws relating to companies then in force in the Islands.

s.198Articles of association remain

NEW

The articles of association of an existing company shall, so far as the same are not contrary to any express provisions of this Law, remain in force until altered or rescinded.

s.199Fees in lieu of other provisions

NEW

(1) Wherever this Law provides for or requires the filing of any document, notice or return with the Registrar or the issue of any certificate or the Registrar provides a copy of any document in respect of which no fee is elsewhere specifically provided, the fees specified in Part 6 of

s.200Express fees

NEW

(1) The Registrar, on receipt of — Section 200A Companies Law Page 114 Revised as at 28th day of February, 2018 c (a) an application for registration under section 26, 178, 184, 201, 233, or 237; (b) an application for re-registration under section 210; (c) an application for the registration of a change of name under section 31; or (d) an application for any other certificate which the Registrar is authorised to provide under this Law, which is accompanied by an express fee of an amount specified in subsection (2), shall complete the transaction for which the application has been made by — (i) the end of the working day, where the application and all fees are received by 12 noon; or (ii) 12 noon on the following working day, where the application and all fees are received after 12 noon. (2) The express fee referred to in subsection (1) is — (a) for an application referred to in paragraph (a) or (b) of subsection (1)- $400; and (b) for an application referred to in paragraph (c) or (d) of subsection (1)- $100. 200A. Certificate of good standing 200A .(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). (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.201Application for continuation

NEW

(1) A body corporate incorporated, registered or existing with limited liability and a share capital under the laws of any jurisdiction outside the Islands (which body corporate is in this Part referred to as a “registrant”) may apply to the Registrar to be registered by way of continuation as an exempted company limited by shares under this Law. Companies Law (2018 Revision) Section 201 c Revised as at 28th day of February, 2018 Page 115 (2) The Registrar shall register a registrant if — (a) the registrant is incorporated, registered or existing in a jurisdiction whose laws permit or do not prohibit the transfer of the registrant in the manner hereinafter provided in this Part (hereinafter in this section referred to as “a relevant jurisdiction”); (b) the registrant has paid to the Registrar a fee equal to the fee payable on the registration of an exempted company under section 26; (c) the registrant has delivered to the Registrar the documents listed in paragraphs (a) to (d) of section184(1) (in this Part referred to as “the charter documents”); (d) the name of the registrant is acceptable to the Registrar under section 30 or the registrant has undertaken to change the name to an acceptable name within sixty days of registration; (e) the registrant has filed with the Registrar notice of the address of its proposed registered office in the Islands; (f) the registrant has filed with the Registrar a declaration signed by a director of the registrant that the operations of the registrant will be conducted mainly outside the Islands; (g) no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the registrant in any jurisdiction; (h) no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the registrant, its affairs or its property or any part thereof; (i) no scheme, order, compromise or other similar arrangement has be

s.202Registration under this Part

NEW

(1) Upon registration of a registrant under this Part, the Registrar shall issue a certificate under his hand and seal of office that the registrant is registered by way of continuation as an exempted company and specifying the date of such registration, and section 27(3) shall apply, mutatis mutandis , to such certificate. (2) The Registrar shall enter in the register of companies the date of registration of the registrant and, to the extent possible with respect to a registrant, particulars of the matters specified in paragraphs (a) to (h) of section 26(3). (3) From the date of registration of the registrant it shall continue as a body corporate for all purposes as if incorporated and registered as an exempted company under and subject to this Law the provisions of which shall apply to the company and to persons and matters associated therewith as if such company were so incorporated and registered and such company shall have, but without limitation to the generality of the foregoing — (a) the capacity to perform all the functions of an exempted company; (b) the capacity to sue and to be sued; (c) perpetual succession; and (d) the power to acquire, hold and dispose of property, and the members of the company shall have such liability to contribute to the assets of the company in the event of its being wound up under this Law as is provided therein: Provided always that section 201 and this section shall not operate — Section 203 Companies Law Page 118 Revised as at 28th day of February, 2018 c (e) to create a new legal entity; (f) to prejudice or affect the identity or continuity of the registrant as previously constituted; (g) to affect the property of the registrant; (h) to affect any appointment made, resolution passed or any other act or thing done in relation to the registrant pursuant to a power conferred by any of the charter documents of the registrant or by the laws of the jurisdiction under which the registrant was previously incorporated, registered or

s.203Amendment, etc., of charter documents

NEW

(1) A registrant shall, within ninety days of registration by special resolution passed in accordance with this Law, make such amendments, alterations, modifications, variations, deletions and additions (in this section referred to as “changes”), if any, to its charter documents as are necessary to ensure that they comply with the requirements of this Law as they relate to an exempted company. (2) Within ninety days of registration, the registrant — Companies Law (2018 Revision) Section 204 c Revised as at 28th day of February, 2018 Page 119 (a) may, instead of passing a special resolution making the changes required by subsection (1); or (b) shall, whether or not it has passed such a special resolution making, or purporting to make, such changes, if the Registrar so directs, apply to the Court for an order approving such changes and the Court, if satisfied that the changes (with such modifications, if any, as it considers appropriate) are necessary to ensure that the charter documents of the registrant comply with the requirements of this Law, may approve them accordingly and make such consequential orders as it thinks fit. Changes, when so approved, shall take effect as if they formed part of the charter documents. (3) A copy of the special resolution passed under subsection (1) or of the order of the Court made under subsection (2) shall be filed with and registered by the Registrar whose certificate of registration thereof shall be conclusive evidence that the charter documents comply with the requirements of this Law. (4) After registration of the registrant and until such time as the charter documents of the registrant are changed to comply with the requirements of this Law or to the extent they cannot be changed so to comply, this Law shall prevail. (5) The provisions of the charter documents of a registrant which would, if the company had been incorporated under this Law, have been required by this Law to be included in its memorandum of association shall be

s.204Effect of registration under this Part on companies registered under Part IX

NEW

Where a registrant is also registered as a foreign company under Part IX it shall, upon registration under Part XII, automatically cease to be registered under Part IX and the Registrar shall cancel such registration.

s.205Notice of registration, etc., to be given in Gazette

NEW

The Registrar shall forthwith give notice in the Gazette of the registration of a registrant under this Part, the jurisdiction under whose laws the registrant was previously incorporated, registered or existing and the previous name of the registrant if different from the current name. Section 206 Companies Law Page 120 Revised as at 28th day of February, 2018 c 206. Deregistration of exempted companies including companies registered under this Part 206 . (1) An exempted company incorporated and registered with limited liability and a share capital under this Law, including a company registered by way of continuation under this Part, which proposes to be registered by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Islands (hereinafter called an “applicant”) may apply to the Registrar to be de-registered in the Islands. (2) The Registrar shall so de-register an applicant if — (a) the applicant proposes to be registered by way of continuation in a jurisdiction which permits or does not prohibit the transfer of the applicant in the manner provided in this part (hereinafter in this section referred to as “a relevant jurisdiction”); (b) the applicant has paid to the Registrar a fee equal to three times the annual fee that would have been payable pursuant to section 169 in the January immediately preceding the application for de-registration by an exempt company having the same registered capital as the applicant on the date of that application; (c) the applicant has filed with the Registrar notice of any proposed change in its name and of its proposed registered office or agent for service of process in the relevant jurisdiction; (d) no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the applicant in any jurisdiction; (e) no receiver, trustee or administrator or other similar person has been appointed in any jurisdiction and is

s.207Certification of deregistration, etc.

NEW

(1) Upon de-registration of an applicant under this Part, the Registrar shall issue a certificate under his hand and seal of office that the applicant has been de- registered as an exempted company and specifying the date of such de- registration. (2) The Registrar shall enter in the register of companies the date of de- registration of the applicant. (3) From the commencement of the date of de-registration the applicant shall cease to be a company for all purposes under this Law and shall continue as a company under the laws of the relevant jurisdiction: Provided always that this shall not operate — (a) to create a new legal entity; (b) to prejudice or affect the identity or continuity of the applicant as previously constituted; (c) to affect the property of the applicant; Section 208 Companies Law Page 122 Revised as at 28th day of February, 2018 c (d) to affect any appointment made, resolution passed or any other act or thing done in relation to the applicant pursuant to a power conferred by the memorandum and articles of association of the applicant or by the laws of the Islands; (e) except to the extent provided by or pursuant to this Part to affect the rights, powers, authorities, functions and liabilities or obligations of the applicant or any other person; or (f) to render defective any legal proceedings by or against the applicant, and any legal proceedings that could have been continued or commenced by or against the applicant before its de-registration hereunder may, notwithstanding the de-registration, be continued or commenced by or against the applicant after de-registration.

s.208Application of Part IX to deregistered companies

NEW

Part IX shall, where relevant, apply to any company which is deregistered under this Part.

s.209Notice of deregistration, etc., to be given in the Gazette

NEW

The Registrar shall forthwith give notice in the Gazette of the deregistration of an applicant under this Part, the jurisdiction under the laws of which the applicant has been registered by way of continuation and name of the applicant, if changed.

s.210Ordinary non-resident company may be reregistered as exempted company

NEW

(1) Subject to this section and section 211, an ordinary non-resident company may be reregistered as an exempted company if — (a) the company passes a special resolution that it should be so re- registered; and (b) an application for re-registration is delivered to the Registrar together with the necessary documents. (2) Such special resolution shall — (a) make such al terations in the company’s memorandum of association as are necessary to bring it in substance and in form into conformity with the requirements of this Law with respect to the memorandum of association of an exempted company; and (b) make such alterations in the company’s articles of association as are requisite in the circumstances. Companies Law (2018 Revision) Section 211 c Revised as at 28th day of February, 2018 Page 123 (3) Such application shall be signed by a director of the company, and accompanied by — (a) a copy of the memorandum and articles as altered by the special resolution; and (b) a declaration by a director of the company that the operation of the company will be conducted mainly outside the Islands. (4) A special resolution that an ordinary non-resident company be re-registered as an exempted company may change the company’s name to any name by which an exempted company could be registered. (5) The application shall be accompanied by a re-registration fee equal to the fee payable on the registration of an exempted company under section 26.

s.211Effect of reregistration of ordinary non-resident company as an exempted company

NEW

(1) If, on an application under section 210, the Registrar is satisfied that an ordinary non-resident company may be re-registered under that section as an exempted company, he shall — (a) retain the application and other documents delivered to him under the section; and (b) issue to the company a certificate of re-registration stating that the company has been re-registered as an exempted company. (2) Upon the issue to a company of a certificate of re-registration under this section — (a) the company, by virtue of the issue of that certificate, becomes an exempted company; and (b) any alterations in the memorandum and articles set out in the special resolution take effect accordingly: Provided that the foregoing shall not operate — (i) to create a new legal entity; (ii) to prejudice or affect the identity or continuity of the company; (iii) to affect the property of the company; (iv) to affect any appointment made, resolution passed or any other act or thing done in relation to the company pursuant to a power conferred by the memorandum and the articles of association of the company or by the laws of the Islands; (v) to affect the rights, powers, authorities, functions and liabilities or obligations of the company or any other person; or (vi) to render defective any legal proceedings by or against the company, and legal proceedings that could have been continued or Section 212 Companies Law Page 124 Revised as at 28th day of February, 2018 c commenced by or against the company before its re-registration hereunder may, notwithstanding the re-registration, be continued or commenced by or against the company after re-registration. (3) The certificate of re-registration is conclusive evidence — (a) that the requirements of this Law in respect of registration and of matters precedent and incidental thereto have been complied with; and (b) that the company is an exempted company.

s.212Definitions in this Part

NEW

In this Part — “ receiver ” means the person specified in a receivership order for the purposes specified in section 224(3); “ receivership order ” means an order made under section 224(1); “ segregated portfolio company ” means an exempted company which is registered under section 213(1); “ segregated portfolio shares ” means shares issued under section 217(1); “ segregated portfolio share capital ” means the proceeds of the issue of segregated portfolio shares; and “ segregated portfolio share dividend ” means a dividend paid under section 217(3).

s.213Applications for registration

NEW

(1) Subject to subsection (2) and section 214, any exempted company may apply to the Registrar to be registered as a segregated portfolio company. (2) Nothing in this Part shall derogate from the Authority’s powers to determine, where relevant, whether a segregated portfolio company is suitable to be licensed under the regulatory laws. (3) An application may also be made under subsection (1) at the same time as application is made — (a) to re-register an ordinary non-resident company as an exempted company; (b) to register a company by way of continuation as an exempted company; or (c) to register as an exempted limited duration company. (4) An application under subsection (1) shall, in addition to any other fee that may be payable, be accompanied by the fee specified in Part 7 of

s.214Conversions of existing companies

NEW

(1) Where an exempted company has been registered prior to an application under section 213 (1) the company shall — (a) file with the Registrar a declaration made by at least two directors setting out an accurate statement — (i) of the assets and liabilities of the company as at a date within three months prior to the date of the declaration; (ii) of any transaction or event which, as at the date of the declaration, has occurred or is expected to occur between the date of the statement of assets and liabilities prepared pursuant to subparagraph (i) and the date of registration of the company as a segregated portfolio company which, if it had occurred before the date of the declaration, would have caused material changes to the assets and liabilities disclosed in the declaration; (iii) that the segregated portfolio company intends to operate, and the assets and liabilities which the company proposes to transfer to each of those segregated portfolios; (iv) that, on registration as a segregated portfolio company, the company and each segregated portfolio will be solvent; (v) that each creditor of the company has consented in writing to the transfer of assets and liabilities into segregated portfolios or alternatively that adequate notice has been given in accordance with subsection (2) to all creditors of the company and that ninety-five per cent by value of the creditors have consented to that transfer of assets and liabilities into segregated portfolios; Section 215 Companies Law Page 126 Revised as at 28th day of February, 2018 c (b) pass a special resolution authorising the transfer of assets and liabilities into segregated portfolios and attach a copy of such resolution to the declaration in subparagraph (a); and (c) where the company is licensed by the Authority under the regulatory laws, obtain the written consent of the Authority and attach a copy of such consent to the declaration referred to in paragraph (a). (2) For the purposes of subsection (1) (a) (v), ad

s.215Designation

NEW

A segregated portfolio company shall include in its name the letters “SPC” or the words “Segregated Portfolio Company”.

s.216Segregated portfolios

NEW

(1) A segregated portfolio company may create one or more segregated portfolios in order to segregate the assets and liabilities of the segregated portfolio company held within or on behalf of a segregated portfolio from the assets and liabilities of the segregated portfolio company held within or on behalf of any other segregated portfolio of the segregated portfolio company or the assets and liabilities of the segregated portfolio company which are not held within or on behalf of any segregated portfolio of the segregated portfolio company. (2) A segregated portfolio company shall be a single legal entity and any segregated portfolio of or within a segregated portfolio company shall not constitute a legal entity separate from the segregated portfolio company. (3) Each segregated portfolio shall be separately identified or designated and shall include in such identification or designation the words “Segregated Portfolio” or “SP” or “S.P.”. Companies Law (2018 Revision) Section 217 c Revised as at 28th day of February, 2018 Page 127

s.217Shares and dividends

NEW

(1) A segregated portfolio company may create and issue shares in one or more classes or series (including different classes or series relating to the same segregated portfolio), the proceeds of the issue of which shall be included in the segregated portfolio assets of and accounted for in the segregated portfolio in respect of which the segregated portfolio shares are issued. (2) The proceeds of the issue of shares, other than segregated portfolio shares, shall be included in t he segregated portfolio company’s general assets. (3) A segregated portfolio company may pay a dividend or other distribution in respect of segregated portfolio shares of any class or series and whether or not a dividend is declared on any other class or series of segregated portfolio shares or any other shares. (4) Segregated portfolio dividends or other distributions shall be paid on segregated portfolio shares by reference only to the accounts of and to and out of the segregated portfolio assets and liabilities of the segregated portfolio in respect of which the segregated portfolio shares were issued and otherwise in accordance with the rights of such shares.

s.218Company to act on behalf of portfolios

NEW

(1) Any act, matter, deed, agreement, contract, instrument under seal or other instrument or arrangement which is to be binding on or to enure to the benefit of a segregated portfolio shall be executed by the segregated portfolio company on behalf of such segregated portfolio which shall be identified or specified, and such execution shall specify that it is in the name of, or by, or for the account of, such segregated portfolio. (2) If a segregated portfolio company is in breach of subsection (1) the directors shall, forthwith upon becoming aware of the breach — (a) make any necessary enquiries to determine the correct segregated portfolio to which the relevant act, matter, deed, agreement, contract, instrument under seal or other instrument or arrangement should be attributed; (b) make the correct attribution; and (c) notify in writing all persons which are party to the act, matter, deed, agreement, contract, instrument under seal or other instrument or arrangement that was executed, or which may be adversely affected by any such attribution, of that attribution and the parties’ rights under subsection (3). (3) Any person notified under subsection (2)(c) (or which should have been so notified) who objects to an attribution by the directors under subsection (2) may, within thirty days of receiving written notice under that subsection in the Section 2 19 Companies Law Page 128 Revised as at 28th day of February, 2018 c case of persons who received such notice, apply to the Court by petition for a re-attribution; and the Court may, upon hearing the petition and taking account of the intention of the parties and such other factors as are deemed relevant by it, order that the act, matter, deed, agreement, contract, instrument under seal or other instrument or arrangement be deemed to be attributable to a particular segregated portfolio or portfolios or to the general assets (if applicable in particular proportions or on a particular basis) and may make such ancillary o

s.219Assets

NEW

(1) The assets of a segregated portfolio company shall be either segregated portfolio assets or general assets. (2) The segregated portfolio assets comprise the assets of the segregated portfolio company held within or on behalf of the segregated portfolios of the company. (3) The general assets of a segregated portfolio company comprise the assets of the company which are not segregated portfolio assets. (4) The assets of a segregated portfolio comprise — (a) assets representing the share capital and reserves attributable to the segregated portfolio; and (b) all other assets attributable to or held within the segregated portfolio. (5) In subsection (4) — “ reserves ” includes profits, retained earnings, capital reserves and share premiums. (6) It shall be the duty of the directors of a segregated portfolio company to establish and maintain (or cause to be established and maintained) procedures — (a) to segregate, and keep segregated, portfolio assets separate and separately identifiable from general assets; (b) to segregate, and keep segregated, portfolio assets of each segregated portfolio separate and separately identifiable from segregated portfolio assets of any other segregated portfolio; and (c) to ensure that assets and liabilities are not transferred between segregated portfolios or between a segregated portfolio and the general assets otherwise than at full value. Companies Law (2018 Revision) Section 220 c Revised as at 28th day of February, 2018 Page 129

s.220Segregated portfolio assets

NEW

Segregated portfolio assets — (a) shall only be available and used to meet liabilities to the creditors of the segregated portfolio company and holders of segregated portfolio shares who are creditors or holders of segregated portfolio shares in respect of that segregated portfolio and who shall thereby be entitled to have recourse to the segregated portfolio assets attributable to that segregated portfolio for such purposes; and (b) shall not be available or used to meet liabilities to, and shall be absolutely protected from, the creditors of the segregated portfolio company and holders of segregated portfolio shares who are not creditors or holders of segregated portfolio shares in respect of that segregated portfolio, and who accordingly shall not be entitled to have recourse to the segregated portfolio assets attributable to that segregated portfolio.

s.221Segregation of liabilities

NEW

(1) Where a liability of a segregated portfolio company to a person arises from a matter, or is otherwise imposed, in respect of or attributable to a particular segregated portfolio — (a) such liability shall extend only to, and that person shall, in respect of that liability, be entitled to have recourse only to — (i) firstly, the segregated portfolio assets attributable to such segregated portfolio; and (ii) secondly, unless specifically prohibited by the articles of association, the segregated portfolio company’s general assets, to the extent that the segregated portfolio assets attributable to such segregated portfolio are insufficient to satisfy the liability, and to the extent that the segregated portfolio company’s general assets exceed any minimum capital amounts lawfully required by a regulatory body in the Islands; and (b) such liability shall not extend to, and that person shall not, in respect of that liability, be entitled to have recourse to the segregated portfolio assets attributable to any other segregated portfolio. (2) Where a liability of a segregated portfolio company to a person arises or is imposed otherwise than from a matter in respect of a particular segregated portfolio or portfolios, such liability shall extend only to, and that person shall, in respect of that lia bility, be entitled to have recourse only to, the company’s general assets. Section 222 Companies Law Page 130 Revised as at 28th day of February, 2018 c

s.222General liabilities and assets

NEW

(1) Liabilities of a segregated portfolio company not attributable to any of its segregated portfolios shall be discharged from the compa ny’s general assets. (2) Income, receipts and other property or rights of or acquired by a segregated portfolio company not otherwise attributable to any segregated portfolio shall be applied to and comprised in the company’s general assets.

s.223Winding-up of company

NEW

(1) Notwithstanding any statutory provision or rule of law to the contrary, in the winding-up of a segregated portfolio company, the liquidator — (a) shall deal with the company’s assets only in accordance with the procedures set out in section 219(6); and (b) in discharge of the claims of creditors of the segregated portfolio company and holders of segregated portfolio shares, shall apply the segregated portfolio company’s assets to those entitled to have recourse thereto under this Part. (2) Section 140 shall be modified so that it shall apply in relation to protected segregated portfolio companies in accordance with this Part and, in the event of any conflict between this Part and section 140, this Part shall prevail.

s.224Receivership orders

NEW

(1) Subject to subsections (2) to (5), if in relation to a segregated portfolio company, the Court is satisfied — (a) that the segregated portfolio assets attributable to a particular segregated portfolio of the company (when account is take n of the company’s general assets, unless there are no creditors in respect of that segregated portfolio entitled to have recourse to the company’s general assets) are or are likely to be insufficient to discharge the claims of creditors in respect of that segregated portfolio; and (b) that the making of an order under this section would achieve the purposes set out in subsection (3), the Court may make a receivership order under this section in respect of that segregated portfolio. (2) A receivership order may be made in respect of one or more segregated portfolios. (3) A receivership order shall direct that the business and segregated portfolio assets of or attributable to a segregated portfolio shall be managed by a receiver specified in the order for the purposes of — (a) the orderly closing down of the business of or attributable to the segregated portfolio; and Companies Law (2018 Revision) Section 225 c Revised as at 28th day of February, 2018 Page 131 (b) the distribution of the segregated portfolio assets attributable to the segregated portfolio to those entitled to have recourse thereto. (4) A receivership order — (a) may not be made if the segregated portfolio company is in winding up; and (b) shall cease to be of effect upon commencement of the winding up of the segregated portfolio company, but without prejudice to prior acts of the receiver or his agents. (5) No resolution for the voluntary winding up of a segregated portfolio company of which any segregated portfolio is subject to a receivership order shall be effective without leave of the Court.

s.225Applications for receivership orders

NEW

(1) An application for a receivership order in respect of a segregated portfolio of a segregated portfolio company may be made by — (a) the company; (b) the directors of the company; (c) any creditor of the company in respect of that segregated portfolio; (d) any holder of segregated portfolio shares in respect of that segregated portfolio; or (e) in respect of a company licensed under the regulatory Laws, the Cayman Islands Monetary Authority where the segregated portfolio company is regulated by the Authority. (2) The Court, on hearing an application — (a) for a receivership order; or (b) for leave, pursuant to section 224(5), for a resolution for voluntary winding up, may make an interim order or adjourn the hearing, conditionally or unconditionally. (3) Notice of an application to the Court for a receivership order in respect of a segregated portfolio of a segregated portfolio company shall be served upon — (a) the company; (b) in respect of a company licensed under the regulatory Laws, the Cayman Islands Monetary Authority; and (c) such other persons, if any, as the Court may direct, each of whom shall be given an opportunity of making representations to the Court before the order is made. Section 226 Companies Law Page 132 Revised as at 28th day of February, 2018 c

s.226Administration of receivership orders

NEW

(1) The receiver of a segregated portfolio — (a) may do all such things as may be necessary for the purposes set out in section 224(3); and (b) shall have all the functions and powers of the directors in respect of the business and segregated portfolio assets of or attributable to the segregated portfolio. (2) The receiver may, at any time, apply to the Court — (a) for directions as to the extent or exercise of any function or power; (b) for the receivership order to be discharged or varied; or (c) for an order as to any matter acting in the course of his receivership. (3) In exercising his functions and powers the receiver shall be deemed to act as the agent of the segregated portfolio company, and shall not incur personal liability except to the extent that he is fraudulent, reckless, negligent, or acts in bad faith. (4) Any person dealing with the receiver in good faith is not concerned to enquire whether the receiver is acting within his powers. (5) When an application has been made for, and during the period of operation of, a receivership order, no suit, action or other proceedings shall be instituted against the segregated portfolio company in relation to the segregated portfolio in respect of which the receivership order was made except by leave of the Court, which may be conditional or unconditional. (6) During the period of operation of a receivership order — (a) the functions and powers of the directors shall cease in respect of the business of or attributable to, and the segregated portfolio assets of or attributable to, the segregated portfolio in respect of which the order was made; and (b) the receiver of the segregated portfolio shall be entitled to be present at all meetings of the segregated portfolio company and to vote at such meetings, as if he were a director of the segregated portfolio company, in respect of the general assets of the company, unless there are no creditors in respect of that segregated portfolio entitled to have recourse to the

s.227Discharge of receivership orders

NEW

(1) The Court shall not discharge a receivership order unless it appears to the Court that the purpose for which the order was made has been achieved, substantially achieved or is incapable of achievement. Companies Law (2018 Revision) Section 228 c Revised as at 28th day of February, 2018 Page 133 (2) The Court, on hearing an application for the discharge or variation of a receivership order, may make any interim order or adjourn the hearing, conditionally or unconditionally. (3) Upon the Court discharging a receivership order in respect of a segregated portfolio of a segregated portfolio company on the ground that the purpose for which the order was made has been achieved or substantially achieved, the Court may direct that any payment made by the receiver to any creditor of the company in respect of that segregated portfolio shall be deemed full satisfaction of the liabilities of the company to that creditor in respect of that segregated portfolio, and the creditor’s claims against the company in respect of that segregated portfolio shall be thereby deemed extinguished.

s.228Remuneration of receiver

NEW

The remuneration of a receiver and any expenses properly incurred by him shall be payable, in priority to all other claims, from the segregated portfolio assets attributable to the segregated portfolio in respect of which the receiver was appointed but not from any other assets of the segregated portfolio company. 228A. Termination and re-instatement 228A .(1) Where a segregated portfolio has no segregated portfolio assets or liabilities of the segregated portfolio company attributable to it, the segregated portfolio company may by resolution of its directors (or such other authority as may be provided for in, and subject to the provisions of, its articles of association) terminate such segregated portfolio. (2) A segregated portfolio company may by resolution of its directors (or such other authority as may be provided for in, and subject to the provisions of, its articles of association) reinstate a segregated portfolio which has been terminated under subsection (1).

s.229Transfer of bearer shares

NEW

(1) A company incorporated under this Law shall not issue bearer shares to any person other than a custodian. (2) Except where bearer shares in a company are being redeemed by the company or the shareholder holding bearer shares in the company is seeking to convert those shares into registered shares, that shareholder shall not transfer those shares to any person other than a custodian or otherwise dispose of or deal in those shares unless the shareholder is disposing of those shares to, or dealing in those shares with, a custodian. Section 229 Companies Law Page 134 Revised as at 28th day of February, 2018 c (3) In subsection (2) the reference to bearer shares being transferred, disposed of, or dealt with means the transfer or disposal of, or dealing with, the legal interest in the shares. (4) Where bearer shares are held by an authorised custodian, a person holding the beneficial interest in those bearer shares shall not agree to transfer or otherwise dispose of or deal in the interest in those shares without the approval of the custodian; and where that person transfers the beneficial interest in those bearer shares without such approval that transfer shall be ineffective until the custodian has granted its approval. (5) Where bearer shares are held by a recognised custodian, they shall be held by or on its behalf in accordance with the rules and procedures of the recognised custodian, but a recognised custodian may deliver a bearer share to any of its members, participants or account holders in circumstances contemplated by customary market practices recognised by financial institutions in an equivalent legislation jurisdiction that is included in the list published in the Gazette and referred to in regulations 22(d) and 23(1) of the Anti-Money Laundering Regulations (2018 Revision) . (6) Where bearer shares have been delivered to a person other than a custodian in accordance with subsection (5), that person shall, within sixty days, deliver the shares to a cust

s.230Custody of bearer shares

NEW

(1) A company incorporated under this Law shall ensure that its bearer shares are deposited with a custodian within twelve months of the 26th April, 2001. (2) A company may apply in writing to the Registrar for an extension of the period specified under subsection (1), and such application shall be accompanied by — (a) a statement of the reasons for the extension; (b) the prescribed fee; and (c) such other information as the Registrar considers necessary, and the Registrar may extend the period by a further period of up to twelve months. (3) If the bearer shares of a company are not deposited with a custodian within the period specified under subsection (1) or any extension of that period granted under subsection (2), then the shares shall be null and void for all purposes under the Law. (4) Notwithstanding subsection (3), the holder of a bearer share which has been deemed null and void in accordance with subsection (3) may, within three years of the share becoming null and void, petition the Court for the share to be restored; and the Court may make such order as it considers reasonable in the circumstances. (5) Where the Court has ordered that a bearer share be restored in accordance with subsection (4), the rights under the share shall only be fully restored when the share has been deposited with a custodian. (6) Where an authorised custodian (“the former custodian”) for any reason refuses or is unable to provide services in accordance with this Law or the Companies Management Law (2018 Revision) , it shall give the beneficial owners of the bearer shares, the company which has issued the bearer shares and the Authority not less than sixty days’ notice of its intention to terminate its services, and the custodian shall provide the beneficial owners with a list consisting of not less than five names of persons who may provide the services of custodian. (7) Where a beneficial owner of bearer shares refuses or fails within sixty days of receiving a notice under subse

s.231Recognised custodians

NEW

The Authority shall, from time to time, publish a list of names of recognised custodians in the Gazette and may amend the list by the alteration of any name, the removal of any name or the insertion of any additional name. 231A. Issue and transfer of bearer shares prohibited 231A .(1) Notwithstanding any provision in this Law a company incorporated under this Law shall — (a) not issue shares in bearer form after 13th May, 2016; and (b) cause bearer shares issued by the company to be converted to registered shares before 13th July, 2016. (2) A company incorporated under this Law by Notice or through the appropriate custodian and before the 13th July, 2016 shall notify the beneficial owner of a bearer share or, if applicable the custodian of a bearer share of the requirements of subsection (1). (3) A company or custodian notifying a beneficial owner pursuant to sub section (2) shall either obtain confirmation from the beneficial owner of a name in which a share converted pursuant to subsection (1) is to be registered or, register the share converted pursuant to subsection (1) in the name of a custodian. (4) A company shall by the 13th July, 2016 enter the name provided under subsection (3) or the name of the custodian as the case may be into the register of members as the registered shareholder. (5) In relation to a company which has been struck off the companies register, subsections (1), (2), (3) and (4) apply to that company if the company is reinstated. Companies Law (2018 Revision) Section 232 c Revised as at 28th day of February, 2018 Page 137 (6) An order of the Court shall not permit a company which has been struck off the companies register to be reinstated with bearer shares in issue. (7) A company for which shares were converted pursuant to subsection (1) shall by the 31st January, 2017 file a declaration in the manner designated by the Registrar with the Registrar confirming that any bearers shares issued by that company have been registered in the form re

s.232Definitions in this Part

NEW

In this Part — “ consolidated company ” means the new company that results from the consolidation of two or more constituent companies; “ consolidation ” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies in the consolidated company; “ constituent company ” means a company that is participating in a merger or consolidation with one or more other companies; “ merger ” means the merging of two or m ore constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company; “ parent company ” means, with respect to another company, a company that holds issued shares that together represent at least ninety per cent of the votes at a general meeting of that other company; “ subsidiary company ” means, with respect to another company, a company of which that other company is the parent company; and “ surviving company ” means the sole remaining con stituent company into which one or more other constituent companies are merged.

s.233Merger and consolidation

NEW

(1) Without prejudice to sections 86 and 87, but subject to section 239A, two or more companies limited by shares and incorporated under this Law, may, subject to any express provisions to the contrary in the memorandum and articles of association of any of such companies, merge or consolidate in accordance with subsections (3) to (15). Section 233 Companies Law Page 138 Revised as at 28th day of February, 2018 c (2) Nothing in this Part shall derogate from the Authori ty’s powers in relation to any constituent company that is a licensee under the regulatory laws and that proposes to participate in a merger or consolidation, or from a constituent company’s obligations under the regulatory laws. (3) The directors of each constituent company that proposes to participate in a merger or consolidation shall on behalf of the constituent company of which they are directors approve a written plan of merger or consolidation. (4) The plan referred to in subsection (3) shall give particulars of the following matters — (a) the name of each constituent company and the name of the surviving or consolidated company; (b) the registered office of each constituent company; (c) in respect of each constituent company, the designation and number of each class of shares; (d) the date on which it is intended that merger or consolidation is to take effect, if it is intended to take effect in accordance with section 234, and not in accordance with subsection (13); (e) the terms and conditions of the proposed merger or consolidation, including where applicable, the manner and basis of converting shares in each constituent company into shares in the consolidated or surviving company or into other property as provided in subsection (5); (f) the rights and restrictions attaching to the shares in the consolidated or surviving company; (g) in respect of a merger, any proposed amendments to the memorandum of association and articles of association of the surviving company, or if none are proposed,

s.234Delay of effective date

NEW

A plan of merger or consolidation may provide that such merger or consolidation shall not become effective until a specified date or until the date of the occurrence of a specified event subsequent to the date on which the plan of merger or consolidation is registered by the Registrar, but such date shall not be a date later than the ninetieth day after the date of such registration.

s.235Termination or amendment

NEW

(1) A plan of merger or consolidation may contain a provision that at any time prior to the date that the plan becomes effective it may be — (a) terminated by the directors of any constituent company; or (b) amended by the directors of the constituent companies to — (i) change the name of the consolidated company; (ii) change the effective date of the merger or consolidation, provided that the new effective date complies with section 234; and (iii) effect any other changes to the plan as the plan may expressly authorise the directors to effect in their discretion. (2) If the plan of merger or consolidation is terminated or amended after it has been filed with the Registrar but before it has become effective, notice of termination or amendment of the plan shall be filed with the Registrar, and shall have effect on the date of registration by the Registrar after he has satisfied himself in accordance with section 233(11). (3) A copy of the notice under subsection (2) shall be sent to any person entitled to vote on, consent to or be notified of the plan of merger or consolidation in accordance with section 233. (4) The notice of termination or amendment filed in accordance with subsection (2) shall identify the plan of merger or consolidation that is to be terminated or amended and shall state that the plan has been terminated or state the amendments made and in the former case, the Registrar shall issue a certificate of termination.

s.236Effect of merger or consolidation

NEW

(1) As soon as a merger or consolidation becomes effective — Section 237 Companies Law Page 142 Revised as at 28th day of February, 2018 c (a) in the case of a consolidation, the new memorandum of association and articles of association filed with the plan of consolidation shall immediately become the memorandum of association and articles of association of the consolidated company; (b) the rights, the property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges of each of the constituent companies, shall immediately vest in the surviving or consolidated company; and (c) subject to any specific arrangements entered into by the relevant parties, the surviving or consolidated company shall be liable for and subject, in the same manner as the constituent companies, to all mortgages, charges or security interests, and all contracts, obligations, claims, debts, and liabilities of each of the constituent companies. (2) Where a merger or consolidation occurs — (a) an existing claim, cause or proceeding, whether civil (including arbitration) or criminal pending at the time of the merger or consolidation by or against a constituent company, shall not be abated or discontinued by the merger or consolidation but shall be continued by or against the surviving or consolidated company; and (b) a conviction, judgment, ruling, order or claim, due or to become due, against a constituent company, shall not be released or impaired by the merger or consolidation, but shall apply to the surviving or consolidated company instead of to the constituent company. (3) Upon a merger or consolidation becoming effective, the Registrar shall strike off the register — (a) a constituent company that is not the surviving company in a merger; or (b) a constituent company that participates in a consolidation, and section 158 shall apply. (4) The cessation of a constituent company that participates in a consolidation or that is n

s.237Merger or consolidation with overseas company

NEW

(1) Subject to section 239A, one or more companies incorporated under this Law may merge or consolidate with one or more overseas companies in accordance with subsections (2) to (18). (2) Where the surviving or consolidated company is to be a company existing under this Law, in addition to compliance by each constituent company incorporated under this Law with section 233(3) to (10) the Registrar is required to be satisfied in respect of any constituent overseas company that — Companies Law (2018 Revision) Section 237 c Revised as at 28th day of February, 2018 Page 143 (a) the merger or consolidation is permitted or not prohibited by the constitutional documents of the constituent overseas company and by the laws of the jurisdiction in which the constituent overseas company is existing, and that those laws and any requirements of those constitutional documents have been or will be complied with; (b) no petition or other similar proceeding has been filed and remains outstanding, and no order has been made or resolution adopted to wind up or liquidate the constituent overseas company in the jurisdiction in which the constituent overseas company is existing; (c) no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the constituent overseas company, its affairs or its property or any part thereof; (d) no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the constituent overseas company are and continue to be suspended or restricted; (e) the constituent overseas company is able to pay its debts as they fall due and the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the constituent overseas company; (f) in respect of the transfer of any security interest granted by the constituent overseas company to the surviving or consolidated company — (i) consent or approval to the t

s.238Rights of dissenters

NEW

(1) A member of a constituent company incorporated under this Law shall be entitled to payment of the fair value of his shares upon dissenting from a merger or consolidation. (2) A member who desires to exercise his entitlement under subsection (1) shall give to the constituent company, before the vote on the merger or consolidation, written objection to the action. (3) An objection under subsection (2) shall include a statement that the member proposes to demand payment for his shares if the merger or consolidation is authorised by the vote. (4) Within twenty days immediately following the date on which the vote of members giving authorisation for the merger or consolidation is made, the constituent company shall give written notice of the authorisation to each member who made a written objection. Companies Law (2018 Revision) Section 238 c Revised as at 28th day of February, 2018 Page 147 (5) A member who elects to dissent shall, within twenty days immediately following the date on which the notice referred to in subsection (4) is given, give to the constituent company a written notice of his decision to dissent, stating — (a) his name and address; (b) the number and classes of shares in respect of which he dissents; and (c) a demand for payment of the fair value of his shares. (6) A member who dissents shall do so in respect of all shares that he holds in the constituent company. (7) Upon the giving of a notice of dissent under subsection (5), the member to whom the notice relates shall cease to have any of the rights of a member except the right to be paid the fair value of his shares and the rights referred to in subsections (12) and (16). (8) Within seven days immediately following the date of the expiration of the period specified in subsection (5), or within seven days immediately following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company shall make

s.239Limitation on rights of dissenters

MODIFIED

(1) No rights under section 238 shall be available in respect of the shares of any class for which an open market exists on a recognised stock exchange or recognised interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5), but this section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 to accept for such shares anything except — (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognised interdealer quotation system or held of record by more than two thousand holders; Companies Law (2018 Revision) Section 239A c Revised as at 28th day of February, 2018 Page 149 (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c). (2) Rights under section 238 shall be available in respect of any class of shares of a constituent company if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 to accept for such shares anything except — (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognised interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c). 239A. Prohibition on being a segregated portfolio company 239A . No constituent company incorporated under this Law or any consolidated company existing under this Law may be a segregated portfolio company.

s.240Definitions in this Part

NEW

In this Part — “ debtor ” means a foreign corporation or other foreign legal entity subject to a foreign bankruptcy proceeding in the country in which it is incorporated or established; “ foreign bankruptcy proceeding ” includes proceedings for the purpose of reorganising or rehabilitating an insolvent debtor; and “ foreign representative ” means a trustee, liquidator or other official appointed in respect of a debtor for the purposes of a foreign bankruptcy proceeding. Section 241 Companies Law Page 150 Revised as at 28th day of February, 2018 c

s.241Ancillary orders

NEW

(1) Upon the application of a foreign representative the Court may make orders ancillary to a foreign bankruptcy proceeding for the purposes of — (a) recognising the right of a foreign representative to act in the Islands on behalf of or in the name of a debtor; (b) enjoining the commencement or staying the continuation of legal proceedings against a debtor; (c) staying the enforcement of any judgment against a debtor; (d) requiring a person in possession of information relating to the business or affairs of a debtor to be examined by and produce documents to its foreign representative; and (e) ordering the turnover to a foreign representative of any property belonging to a debtor. (2) An ancillary order may only be made under subsection (1)(d) against — (a) the debtor itself; or (b) a person who was or is a relevant person as defined in section 103(1).

s.242Criteria upon which the Court’s discretion shall be exercis ed

NEW

(1) In determining whether to make an ancillary order under section 241, the Court shall be guided by matters which will best assure an economic and expeditious administration of the debtor’s estate, consistent with — (a) the just treatment of all holders of claims against or interests in a debtor’s estate wherever they may be domiciled; (b) the protection of claim holders in the Islands against prejudice and inconvenience in the processing of claims in the foreign bankruptcy proceeding; (c) the prevention of preferential or fraudulent dispositions of property comprised in the debtor’s estate; (d) the distribution of the debtor’s estate amongst creditors substantially in accordance with the order prescribed by Part V; (e) the recognition and enforcement of security interests created by the debtor; (f) the non-enforcement of foreign taxes, fines and penalties; and (g) comity. (2) In the case of a debtor which is registered under Part IX, the Court shall not make an ancillary order under section 241 without also considering whether it should make a winding up order under Part V in respect of its local branch. Companies Law (2018 Revision) Section 243 c Revised as at 28th day of February, 2018 Page 151

s.243Publication of foreign bankruptcy proceedings

NEW

(1) Where a company incorporated under Part II or registered under Part IX is made the subject of a foreign bankruptcy proceeding, notice of this fact shall be filed with the Registrar and published in the Gazette. (2) The notice shall contain the prescribed particulars and shall be filed by the company’s liquidator or, if no liquidator has been appointed under this Law, by its directors within fourteen days of the date upon which the foreign bankruptcy proceeding commenced. (3) A liquidator or a director who fails to comply with this section commits an offence and is liable on summary conviction to a fine of ten thousand dollars. PART XVIIA – Beneficial Ownership Registers Preliminary

s.244Interpretation

MODIFIED

(1) In this Part — “ beneficial owner ”, in relation to a company, has the meaning assigned by sections 247(3), (4) and (5); “ beneficial ownership register ” means a register of adequate, accurate and current information maintained by a company pursuant to section 252, containing the required particulars of registrable persons in relation to the company; “ competent authority ” means the Minister referred to in section 246(1) and includes the person designated by the Minister under that section; “ corporate services provider ” means an individual or legal entity that provides corporate services under the Companies Management Law (2018 Revision) , the Banks and Trust Companies Law (2018 Revision) , the Insurance Law, 2010 [ Law 32 of 2010 ] or any other regulatory law pursuant to which the individual or legal entity is licensed or permitted to provide registered office services; “ individual ” means a natural person; “ legal entity ” means a company, limited liability company or other body that is a legal person under the law by which it is governed; “ prescribed ” means prescribed by regulations made under section 280; “ registered shareholder ” means a per son who is named as a shareholder of a company or member of a company on the register of members of the company; Section 245 Companies Law Page 152 Revised as at 28th day of February, 2018 c “ registrable person ” means an individual or relevant legal entity that is a registrable person under section 251; “ regulatory law ” means a law defined as such in section 2 of the Monetary Authority Law (2018 Revision) , other than the Directors Registration and Licensing Law, 2014 ; “ relevant interest ” means an interest that a person holds in a company consisting of — (a) shares or voting rights in the company; or (b) the right to appoint or remove a majority of the directors of the company; “ relevant legal entity ”, in relation to a company, has the meaning assigned by section 248(3); “ required particulars ” means particulars in respect of a registra ble person required to be kept in a company’s beneficial ownership register pursuant to sections 253 and 254; “ restrictions notice ” means a notice issued under section 265; and “ specified conditions ” means the conditions specified in sections 247(3), (4) and (5). (2) This Part is to be read and have effect as if each of the following were an individual, even if they are legal persons under the laws by which they are governed — (a) a corporation sole; (b) a government or government department of a country or territory or a part of a country or territory; (c) an international organisation whose members include two or more countries or territories (or their governments); (d) a local authority or local government body.

s.245Application

MODIFIED

(1) This Part applies in respect of companies incorporated or registered by way of continuation under this Law, except a legal entity or subsidiary of one or more legal entities, any of which is — (a) listed on the Cayman Islands Stock Exchange or an approved stock exchange in

s.246Competent authority

NEW

(1) The Minister charged with responsibility for Financial Services is the competent authority for the purposes of this Part and shall exercise the functions of the competent authority under this Part acting alone or through a person designated by the Minister to act for a specific purpose. (2) The competent authority may do all things necessary or convenient to be done in the performance of the competent authority’s functions under this Law Identifying Beneficial Owners, Relevant Legal Entities and Registrable Persons

s.247Duty of companies to identify beneficial owners

NEW

(1) Companies to which this Part applies shall take reasonable steps to identify any individual who is a beneficial owner of the company. (2) For the purpose of identifying individuals who are beneficial owners under subsection (1), a company is entitled to rely, without further enquiry, on the response of a person to a notice in writing sent in good faith by the company, unless the company has reason to believe that the response is misleading or false. (3) An individual (“X”) is a beneficial owner of a company (“company Y”) if the individual meets one or more of the following conditions in relation to the company — (a) X must hold, directly or indirectly, more than 25% of the shares in company Y; (b) X must hold, directly or indirectly, more than 25% of the voting rights in company Y; (c) X must hold the right, directly or indirectly, to appoint or remove a majority of the board of directors of company Y. (4) If no individual meets the conditions in subsection (3), X is a beneficial owner of company Y if X has the absolute and unconditional legal right to exercise, Companies Law (2018 Revision) Section 248 c Revised as at 28th day of February, 2018 Page 155 or actually exercises, significant influence or control over company Y through the ownership structure or interests described in subsection (3), other than solely in the capacity of a director, professional advisor or professional manager. (5) If no individual meets the conditions in subsections (3) and (4) but the trustees of a trust (or the members of a partnership or other entity that, under the law by which it is governed is not a legal person) meet one of those conditions in relation to company Y in their capacity as such, X is a beneficial owner of company Y if X has the absolute and unconditional legal right to exercise, or actually exercises, significant influence or control over the activities of that trust (or partnership or other entity), other than solely in the capacity of a director, professional a

s.248Duty of companies to identify relevant legal entities

NEW

(1) A company to which this Part applies shall take reasonable steps to identify all relevant legal entities that exist in relation to the company. (2) For the purpose of identifying relevant legal entities under subsection (1), a company is entitled to rely, without further enquiry, on the response of a legal entity to a notice in writing sent in good faith by the company, unless the company has reason to believe that the response is misleading or false. (3) A “ relevant legal entity ”, in relation to a company, is a legal entity that — (a) is incorporated, formed or registered (including by way of continuation or as a foreign company) in the Islands under the laws of the Islands; and (b) would be a beneficial owner of the company if it were an individual.

s.249Duty of companies to give notice to registerable persons

NEW

(1) Subject to subsection (5), a company to which this Part applies shall give notice in writing to beneficial owners and relevant legal entities identified under sections 247 and 248 and to any person that it knows or has reasonable cause to believe is a registrable person in relation to it. (2) The notice shall require the persons to whom it is addressed, within one month of the date of receipt of the notice — (a) to state whether or not they are registrable persons, within the meaning of this Part; and (b) if they are registrable persons, to confirm or correct any required particulars that are included in the notice and supply any required particulars that are missing from the notice. (3) A company may also give notice in writing to a registered shareholder or a legal entity that the company knows or has reasonable cause to believe is a relevant legal entity in relation to that company (or would be a relevant legal Section 250 Companies Law Page 156 Revised as at 28th day of February, 2018 c entity if it were registered under this Law), if the company knows or has reasonable cause to believe that such shareholder or legal entity knows the identity of a registrable person. (4) A notice under subsection (3) may require the persons to whom it is addressed — (a) to state whether or not they know the identity of a registrable person or any person likely to have that knowledge; and (b) if so, within one month of receipt of the notice, to supply, at the expense of the company, any required particulars respecting such registrable persons that are within the addressee’s knowledge, and to state whether the particulars are being supplied with or without the knowledge of the person concerned. (5) A company is not required to give a notice to an individual or a relevant legal entity if — (a) the company knows that the individual or entity is not a registrable person; or (b) the company has already been informed of the individual’s or entity’s status as a registrable person in

s.250Duty of beneficial owners and relevant legal entities to supply information

NEW

(1) This section applies to a person if — (a) the person is a registrable person in respect to a company to which this Part applies; (b) the person knows the facts referred to in paragraph (a); (c) the person has no reason to believe that the person’s required particulars are stated in the company’s beneficial ownership register; (d) the person has not received a notice from the company under section 249; and (e) the circumstances described in paragraphs (a), (b), (c) and (d) have continued for a period of at least one month. (2) The person shall — Companies Law (2018 Revision) Section 251 c Revised as at 28th day of February, 2018 Page 157 (a) notify the company of the person’s status as a registrable person in relation to the company; (b) state the date, to the best of the perso n’s knowledge, on which the person acquired that status; and (c) give the company the required particulars. (3) The duty under subsection (2) must be complied with by the end of the period of one month beginning with the day on which the conditions in subsection (1)(a), (b) and (c) were first met with respect to the person.

s.251Individuals and relevant legal entities that are registrable persons

NEW

(1) The following are registrable persons in relation to a company — (a) an individual whom the company identifies pursuant to section 247 as a beneficial owner of the company; (b) a relevant legal entity identified by the company pursuant to section 248 that — (i) holds an interest in the company or meets one or more of the specified conditions directly in respect of that company; and (ii) through which any beneficial owner or relevant legal entity indirectly owns an interest in the company. (2) Whether a person holds an interest in a company or meets a specified condition in relation to the company directly or indirectly shall be determined in accordance with the Regulations. Establishing Beneficial Ownership Registers

s.252Duty to establish and maintain beneficial ownership register

NEW

(1) A company to which this Part applies by virtue of section 245(1) shall keep its beneficial ownership register at the company’s registered office. (2) The following types of companies shall engage a corporate services provider to assist them to establish and maintain their beneficial ownership registers — (a) exempted companies; (b) ordinary non-resident companies; (c) companies registered as special economic zone companies under the Special Economic Zones Law (2017 Revision) . (3) Ordinary resident companies to which this Part applies shall engage either a corporate services provider or the Registrar to assist them to establish and maintain their beneficial ownership registers. Section 253 Companies Law Page 158 Revised as at 28th day of February, 2018 c (4) The Registrar may charge the prescribed fees for establishing and maintaining a beneficial ownership register on behalf of an ordinary resident company.

s.253Role of corporate services provider and Registrar

NEW

(1) A company to which this Part applies shall provide in writing to a corporate services provider or to the Registrar, as the case may be, the required particulars of registrable persons in respect of that company, once those particulars have been confirmed. (1A) A company that is exempt from the application of this Part under section 245(1) shall provide in the prescribed manner to the corporate services provider or the Registrar, as the case may be — (a) written confirmation of the exemption — (i) identifying the paragraph under section 245(1) that provides for the exemption; and (ii) including the prescribed information about the regulated legal entity, regulated parent entity or approved person referred to in that paragraph; and (b) instructions to file the written confirmation with the competent authority. (2) The company referred to in subsection (1) shall instruct the corporate services provider or the Registrar, as the case may be, to enter the required particulars of registrable persons in the company’s beneficial ownership register in the prescribed form and manner, or if no registrable persons are identified to enter a nil return. (3) Particulars need not be entered concerning an individual or relevant legal entity that is not a registrable person. (4) For the purposes of this section, particulars are considered to have been confirmed if — (a) the company has reasonable grounds to believe that they were supplied or confirmed by the individual or entity to whom the particulars relate; (b) another person supplied or confirmed them to the company, and the company has reasonable grounds to believe that this was done with the knowledge of the individual or entity to whom the particulars relate; or (c) the particulars were included in a statement of initial significant control delivered to the Registrar by subscribers wishing to form a company.

s.254Required particulars

NEW

(1) The required particulars of an individual are — (a) full legal name; Companies Law (2018 Revision) Section 255 c Revised as at 28th day of February, 2018 Page 159 (b) residential address and, if different, an address for service of notices under this Law; (c) date of birth; (d) information identifying the individual from their passport, driver’s licence or other government-issued document, including — (i) identifying number; (ii) country of issue; and (iii) date of issue and of expiry; and (e) the date on which the individual became or ceased to be a registrable person in relation to the company in question. (2) In the case of a person in relation to whom this Part has effect by virtue of section 244(2), the required particulars are — (a) name; (b) principal office; (c) the legal form of the person and the law by which the person is governed; and (d) the date on which the person became or ceased to be a registrable person in relation to the legal entity in question. (3) The required particulars of a relevant legal entity are — (a) corporate or firm name; (b) registered or principal office; (c) the legal form of the entity and the law by which it is governed; (d) if applicable, the register of companies in which it is entered and its registration number in that register; and (e) the date on which it became or ceased to be a registrable person in relation to the company in question.

s.255Duty of company to keep register up to date

NEW

(1) If a company to which this Part applies becomes aware of a relevant change with respect to a registrable person whose required particulars are stated in its beneficial ownership register, the company shall give notice to the registrable person, as soon as reasonably practicable after it learns of the change or first has reasonable cause to believe that the change has occurred, requesting confirmation of the change. (2) If the person to which a notice is sent under subsection (1) confirms the relevant change, the company shall record the details of the change and instruct the corporate services provider or the Registrar, as the case may be, to Section 256 Companies Law Page 160 Revised as at 28th day of February, 2018 c enter in the company’s beneficial ownership register in the prescribed for m and manner — (a) the details of the relevant change confirmed by the company; (b) the date on which the change was made; and (c) whether there are further alterations to be made. (3) For the purposes of this section, a relevant change occurs if — (a) the registrable person ceases to be a registrable person in relation to the company; or (b) any other change occurs as a result of which the required particulars stated respecting the registrable person in the company’s beneficial ownership register are materially incorrect or incomplete. (4) A relevant change with respect to a registrable person is considered to have been confirmed if — (a) the company has given notice to the person requesting confirmation, within the period of one month from the date of the notice, of the relevant change, the date of the change and the required particulars included in the notice; and (b) the details, date and particulars of the change have been supplied or confirmed to the company by the registrable person, or by another person, with the knowledge of the registrable person.

s.256Consequences of failure to disclose beneficial ownership

NEW

(1) If a company’s corporate services provider or the Registrar, as the case may be, is of the opinion that the company has failed to comply with section 253 or 255 without reasonable excuse or has made a statement to them that is false, deceptive or misleading in respect of a material particular, the corporate services provider or the Registrar, as the case may be, shall give notice of their opinion to the company. (2) On receipt of a notice under subsection (1), the company shall provide the corporate services provider or the Registrar, as the case may be, with — (a) the missing particulars required under section 253 or 255 pertaining to registrable persons; and (b) a justification or correction respecting any statement identified in the notice. (3) If the company fails, due to the failure of a registrable person to comply with their obligations under this Law, to provide the missing particulars referred to in subsection (2)(a) within one month of receipt of the notice, the company shall — Companies Law (2018 Revision) Section 257 c Revised as at 28th day of February, 2018 Page 161 (a) subject to section 265, issue a restrictions notice to the registrable persons whose particulars are missing with regard to the shares or other relevant interest of such registrable persons in the company; and (b) send a copy of the notice to the competent authority within two weeks of issuing it. (4) A person to whom a restrictions notice is issued under this section may apply to the Grand Court to set aside any restriction imposed by the notice.

s.257Duty of other persons to update register

NEW

(1) This section applies to persons if — (a) they have stated that they are registrable persons, within the meaning of this Part, in response to a notice received under section 249 or they have reason to believe that their required particulars are stated in a company’s beneficial ownership register; (b) a relevant change, within the meaning of section 255(3), occurs with respect to the person; (c) they know of the change; (d) they have no knowledge that the beneficial ownership register has been altered to reflect the change; and (e) they have not received a notice from the company under section 255 by the end of the period of one month beginning with the day on which the change occurred. (2) A person to which this section applies shall — (a) notify the company of the relevant change; (b) state the date on which it occurred; and (c) give the company any information needed to update the company’s beneficial ownership register. (3) The duty under subsection (2) shall be complied with by the end of the period of one month beginning with the day on which the person discovered the relevant change.

s.258Removal of entries from company’s beneficial ownership register

NEW

A company may cause an entry relating to a person that is no longer a registrable person to be removed from its beneficial ownership register on the expiration of five years from the date on which the person ceased to be a registrable person in relation to the company.

s.259Power of the Grand Court to rectify beneficial ownership register

NEW

(1) If — Section 260 Companies Law Page 162 Revised as at 28th day of February, 2018 c (a) the name of any individual or relevant legal entity is, without sufficient cause, entered in or omitted from a company’s beneficial owner ship register as a registrable person; or (b) default is made or unnecessary delay takes place in entering on a company’s beneficial ownership register the fact that the individual or relevant legal entity has ceased to be a registrable person, the person aggrieved, or any individual or relevant legal entity that is a registrable person in relation to the company, may apply to the Grand Court for rectification of the company’s beneficial ownership register. (2) The Grand Court may — (a) refuse the application; or (b) order rectification of the beneficial ownership register and payment by the company of any damages sustained by any person aggrieved. (3) On an application under this section, the Grand Court may decide any question — (a) as to whether the name of any person who is a party to the application should or should not be entered in or omitted from the company’s beneficial ownership register; and (b) that is necessary or expedient to be decided for rectification of the company’s beneficial ownership reg ister. (4) If the Grand Court makes an order for rectification of a company’s beneficial ownership register against the company, it shall direct notice of the rectification to be given to the competent authority. Access to Beneficial Ownership Information

s.260Duty of competent authority to establish search platform

NEW

(1) The competent authority shall establish a search platform by means of which access may be provided to information on all beneficial ownership registers maintained on behalf of companies subject to this Part by corporate services providers or the Registrar. (2) The search platform must — (a) be secure and accessible only by the competent authority; (b) be able to search all company beneficial ownership information provided to the competent authority by corporate service providers or the Registrar by the name of an individual, legal entity or company; and (c) prevent communication to any person of the fact that a search is being made or has taken place, except where the competent authority expressly discloses such communication. Companies Law (2018 Revision) Section 261 c Revised as at 28th day of February, 2018 Page 163

s.261Duty of Registrar and corporate services providers

NEW

(1) A corporate services provider engaged by a company pursuant to section 252, or the Registrar if so engaged, shall provide an information technology solution, either directly or through another corporate services provider, that enables the corporate services provider or Registrar, as the case may be — (a) to establish and maintain the company’s beneficial ownership register on its behalf; and (b) to provide the information on the beneficial ownership register to the competent authority by way of the search platform established pursuant to section 260. (2) The corporate services provider shall regularly deposit beneficial ownership information received from the companies that have engaged the provider, in such place, in such manner and at such intervals as may be prescribed. (3) If default is made in complying with subsection (2), the corporate services provider and any officer of the corporate services provider who is in default — (a) shall incur a penalty of five hundred dollars; and (b) if the competent authority is satisfied that the default was knowingly or willfully authorised or permitted, shall incur an additional penalty of one thousand dollars and a further penalty of one hundred dollars for every day during which the default continues.

s.262Limits on searches that may be executed

NEW

(1) Subject to subsection (2), the competent authority shall execute a search of a company’s beneficia l ownership register by means of the search platform if formally requested to do so by a senior official designated by name or position by the Minister, representing one of the following bodies — (a) the financial intelligence unit, as defined in the Proceeds of Crime Law (2018 Revision) ; (b) the Financial Reporting Authority, as defined in the Proceeds of Crime Law (2018 Revision) ; (c) the Cayman Islands Monetary Authority; (ca) the Anti-Corruption Commission established under section 3 of the Anti- Corruption Law (2018 Revision) ; (d) the Tax Information Authority, designated under section 4 of the Tax Information Authority Law (2017 Revision) ; and (e) any other body which is assigned responsibility for monitoring compliance with money laundering regulations under section 4(9) of the Proceeds of Crime Law (2018 Revision) . Section 263 Companies Law Page 164 Revised as at 28th day of February, 2018 c (2) The competent authority may only execute the search if the senior official referred to in subsection (1) certifies that the request for the search is proper and lawfully made for any purpose under the legislation governing the affairs or responsibilities of the body. (3) The competent authority shall execute a search of a company’s beneficial ownership register by means of the search platform if formally requested to do so by the Financial Crime Unit of the Royal Cayman Islands Police Service if a senior official of the Unit certifies that the request for the search is in response to a request from a jurisdiction listed in

s.265Right to issue restrictions notice

NEW

(1) A company to which this Part applies may send a restrictions notice to a person who has a relevant interest in that company if, by the end of the period of one month beginning with the date of receipt of the notice — (a) a notice under section 249 or 255 was served on the person; (b) the person has not — (i) complied with the notice; or (ii) provided the company with a valid reason sufficient to justify the person’s failure to comply with the notice; and (c) the relevant interest is not subject to a security interest granted to a third party who is not affiliated with the person. (2) In deciding whether to send a restrictions notice, the company shall have regard to the effect of the notice on the rights of persons in respect of the relevant interest, including third parties, persons with a security interest over the relevant interest, shareholders and other beneficial owners.

s.266Effect of restrictions notice

NEW

(1) The effect of a restrictions notice with respect to a relevant interest is as follows — (a) any transfer or agreement to transfer the interest is void; (b) no rights are exercisable in respect of the interest; (c) no shares may be issued in respect of the interest or in pursuance of an offer made to the interest-holder; (d) except in a liquidation, no payment may be made of sums due from the company in respect of the interest, whether in respect of capital or otherwise; and (e) other than in a liquidation, an agreement to transfer any of the following associated rights in relation to the relevant interest is void — (i) a right to be issued with any shares issued in respect of the relevant interest; or (ii) a right to receive payment of any sums due from the company in respect of the relevant interest. Section 267 Companies Law Page 166 Revised as at 28th day of February, 2018 c (2) This section does not apply to an agreement to transfer a relevant interest referred to in subsection (1)(a) or to an associated right referred to in subsection (1)(e), if the agreement results from the making of an order referred to in section 270(2)(b).

s.267Protection of third party rights

NEW

(1) The Grand Court may, on application by any person aggrieved, give a direction for the purpose of protecting the rights of third parties, persons with a security interest over the relevant interest, shareholders or other beneficial owners in respect of a relevant interest, if the Court is satisfied that a restrictions notice unfairly affects those rights. (2) An order under this section — (a) shall direct, subject to such terms as the Court thinks fit, that certain acts will not constitute a breach of the restrictions placed on the relevant interest by the restrictions notice; (b) shall specify the acts that will not constitute a breach of the restrictions; and (c) may confine the direction to cases where those acts are done by persons, or for purposes, described in the order.

s.268Breach of restrictions an offence

NEW

(1) A person commits an offence who, knowing that a relevant interest is subject to restrictions — (a) exercises or purports to exercise any right to dispose of the relevant interest; (b) exercises or purports to exercise any right to dispose of any right to be issued with the relevant interest; or (c) votes in respect of the relevant interest (whether as holder of the interest or as proxy) or appoints a proxy to vote in respect of the relevant interest. (2) A person who has a relevant interest that the person knows to be subject to restrictions commits an offence if the person — (a) knows a person to be entitled (apart from the restrictions) to vote in respect of the interest, whether as holder or as proxy; (b) does not know the person to be aware of the fact that the interest is subject to restrictions; and (c) fails to notify the person of that fact. (3) A person commits an offence if the person — (a) has a relevant interest that the person knows to be subject to restrictions or is entitled to an associated right; and Companies Law (2018 Revision) Section 269 c Revised as at 28th day of February, 2018 Page 167 (b) enters into an agreement that is void by virtue of section 266(1)(a) or (e). (4) A person who commits an offence under this section is liable on summary conviction to a fine of five thousand dollars. (5) No person commits an offence who contravenes subsections (1) to (3) in compliance with a direction of the Grand Court given under section 267 or 270.

s.269Company issuing shares in breach of restriction

NEW

Subject to a direction given under section 267 or 270, a company that issues shares in contravention of a restriction imposed by virtue of a restrictions notice, commits an offence and is liable on summary conviction to a fine of five thousand dollars.

s.270Relaxation of restrictions

NEW

(1) A company that issues a restrictions notice, or any person aggrieved by such notice, may apply to the Grand Court for an order directing that the relevant interest cease to be subject to restrictions. (2) The Grand Court may only make an order under this section if — (a) the Court is satisfied that the information required by the notice served under section 249 or 255 has been disclosed to the company and no unfair advantage has accrued to any person as a result of the earlier failure to make that disclosure; or (b) the relevant interest is to be transferred for valuable consideration and the Court approves the transfer. (3) An order made by virtue of subsection (2)(b) may continue, in whole or in part, the restrictions mentioned in section 266(1)(c) and (d) so far as they relate to a right acquired or offer made before the transfer. (4) Where any restrictions continue in force by virtue of subsection (3) — (a) an application may be made under this section for an order directing that the relevant interest cease to be subject to those restrictions; and (b) subsection (2) does not apply in relation to the making of such an order.

s.271Orders for sale

NEW

(1) On application by a company that issues a restrictions notice, the Grand Court may order that the relevant interest subject to restrictions be sold, provided that the Court approves the sale. (2) A Court that makes an order under subsection (1) may make such further order relating to the sale or transfer of the interest as it thinks fit on application by — (a) the company that issued the restrictions notice; (b) the person appointed in pursuance of the order to effect the sale; or Section 272 Companies Law Page 168 Revised as at 28th day of February, 2018 c (c) any person with an interest in the relevant interest. (3) On making an order under subsection (1) or (2), the Court may order that the applicant’s costs be paid from the proceeds of sale.

s.272Proceeds of sale of relevant interest

NEW

(1) If a relevant interest is sold pursuant to an order under section 271, the proceeds of the sale, less the costs of the sale, must be paid into the Grand Court for the benefit of persons who are beneficially interested in the relevant interest. (2) A person who is beneficially interested in the relevant interest may apply to the Grand Court for the whole or part of those proceeds to be paid to that person. (3) On an application under subsection (2), the Court shall order the payment to the applicant of — (a) the whole of the proceeds of sale together with any interest on the proceeds; or (b) if another person was also beneficially interested in the relevant interest at the time of the sale, such proportion of the proceeds (and any interest) as the value of the applicant’s interest bears to the total value of the relevant interest. (4) Where the Court has ordered under section 271(3) that the costs of an applicant be paid from the proceeds of sale, the applicant is entitled to payment of those costs before any person receives any part of the proceeds under this section.

s.273Company may withdraw restrictions notice

NEW

A company that issues a restrictions notice to a person shall by notice withdraw the restrictions notice if — (a) it is satisfied that there is a valid reason sufficient to justify the person’s failure to comply with the notice served under section 249 or 255; (b) the notice served under section 249 or 255 is complied with; or (c) the company discovers that the rights of a third party in respect of the relevant interest are being unfairly affected by the restrictions notice. Offences

s.274Failure of a company to establish or maintain beneficial ownership register

NEW

A company that knowingly and willfully contravenes section 247(1), 248(1), 252, 253(1) or (1A) or 255(2) or knowingly and willfully fails to issue a notice as required by section 249, 255 or 256(3) commits an offence and is liable on summary conviction for each such contravention — Companies Law (2018 Revision) Section 275 c Revised as at 28th day of February, 2018 Page 169 (a) to a fine of twenty-five thousand dollars; and (b) if the offence is a continuing one, to a fine of five hundred dollars for each day or part of a day during which the offence continues, up to a maximum of twenty-five thousand dollars.

s.275Failure to comply with notices

NEW

(1) A person to whom a notice under section 249 or 255 is addressed commits an offence if the person — (a) knowingly and willfully fails to comply with the notice; or (b) in purported compliance with the notice — (i) makes a statement that the person knows to be false in a material particular; or (ii) recklessly makes a statement that is false in a material particular. (2) A person does not commit an offence under subsection (1)(a) if the person proves that the requirement to give information was frivolous or vexatious. (3) A person guilty of an offence under this section is liable — (a) on conviction on indictment, to imprisonment for a term of two years or a fine of ten thousand dollars, or to both; (b) on summary conviction to imprisonment for a term of twelve months or a fine of five thousand dollars, or to both.

s.276Failure to provide information

NEW

(1) A person commits an offence if the person — (a) knowingly and willfully fails to comply with a duty under section 250 or 257 within the time required by that section; or (b) in purported compliance with such a duty — (i) makes a statement that the person knows to be false in a material particular; or (ii) recklessly makes a statement that is false in a material particular. (2) A person guilty of an offence under this section is liable — (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine of ten thousand dollars, or to both; (b) on summary conviction to imprisonment for a term of twelve months or to a fine of five thousand dollars, or to both. Section 277 Companies Law Page 170 Revised as at 28th day of February, 2018 c

s.277Unlawful search or disclosure of beneficial ownership information

NEW

A person who conducts a search of a company’s beneficial ownership register contrary to section 262(2), (3) or (4) or discloses beneficial ownership information contrary to section 264 commits an offence and is liable on summary conviction to a fine of five thousand dollars or imprisonment for twelve months, or to both.

s.278Offences by officers and directors

NEW

(1) Where a company or a legal entity is guilty of an offence under this Part, and it is proved that the offence was committed with the consent or connivance of, or was attributable to willful default on the part of a director or other officer concerned in the management of the company or legal entity, the director or other officer is guilty of the same offence and liable to the same penalty as the company or legal entity. (2) In subsection (1), “director” includes a member, in relation to a company whose affairs are managed by its members. Supplementary Provisions

s.279Exemptions

NEW

(1) The competent authority, if satisfied, having regard to any undertaking given by an individual or a legal entity, that there are special reasons for an exemption from compliance with a notice or duty under this Part, may exempt — (a) the individual or legal entity from complying with a notice issued under section 249 or 255; (b) a company from taking steps to identify that individual or legal entity or give notice under sections 249 or 255 to or with respect to them; (c) anyone from sending a notice or giving information pursuant to a notice under section 249(3); (d) the individual or legal entity from the duties imposed by sections 250 and 255; or (e) the individual or legal entity from being entered on a company’s beneficial ownership register as a registrable person in relation to any company. (2) The competent authority shall exercise the exemption powers in subsection (1) in accordance with the prescribed criteria. Companies Law (2018 Revision) Section 280 c Revised as at 28th day of February, 2018 Page 171

s.280Regulations

NEW

(1) The Cabinet may make regulations respecting anything required to carry out this Part or prescribing anything required to be prescribed under this Part, including regulations — (a) specifying criteria for the exercise of the competent authority’s exemption powers under section 279; (b) respecting the giving of notices under section 249 or 255, including the form, content and manner of giving such notices; (c) to add to or remove from any of the lists of required particulars, including specifying the particulars required respecting the nature of control of a person referred to in section 254 over the company referred to in the particulars; (d) requiring additional matters to be noted in a company’s beneficial ownership register; (e) requiring the competent authority, the Registrar, a corporate services provider or a company to refrain from using or disclosing particulars of a prescribed kind from a company’s beneficial ownership register (or to refrain from doing so except in prescribed circumstances) where an application is made to the competent authority requesting them to refrain from so doing; (f) specifying the manner and form in which a company shall keep its beneficial ownership register; (g) setting the fees that the Registrar may charge for services pursuant to an engagement by a company under section 252 to establish and maintain the company’s beneficial ownership re gister; (h) respecting the procedure to be followed by companies issuing and withdrawing restrictions notices, including regulations providing for — (i) the form and content of restrictions notices, and the manner in which they must be given; (ii) the factors to be taken into account in deciding what counts as a reason sufficient to justify a person’s failure to comply with a notice issued under section 249 or 255; (iii) the effect of withdrawing a restrictions notice on matters that are pending with respect to the relevant interest when the notice is withdrawn; and (i) adding the name of an

s.281Transitional provision

NEW

No prosecution may be commenced against a company for an offence under section 274, unless the act or omission that constituted the offence took place at least one year after the coming into force of that section in the Companies (Amendment) Law, 2017 [ Law 2 of 2017 ].

s.282Amendment of schedules

NEW

The Cabinet may by Order amend

s.283Regulations

NEW

The 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. Companies Law (2018 Revision)