(1) In this Act — “ Authority ” means the Cayman Islands Monetary Authority established under section 5(1) of the Monetary Authority Act (2020 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; “ Cayman Islands exempted limited partnership ” means an exempted limited partnership registered in accordance with section 9 of the Exempted Limited Partnership Act (2021 Revision) ; “ Cayman Islands Stock Exchange ” means the Cayman Islands Stock Exchange Company incorporated under section 4 of the Stock Exchange Company Act (2014 Revision) ; Section 2 Companies Act (2022 Revision) Page 18 Revised as at 31st December, 2021 c “ 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 ” means the Grand Court of the Cayman Islands; “ company ” except where the context excludes exempted companies, means a company formed and registered under this Act or an existing company; “ currency ” includes the ECU and any unit of accou nt used at any time by the European Monetary Fund; “ 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 registered 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 ” means 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; “ non-resident company ” bears the meaning ascribed to that term in section 2(1) of the Local Companies (Control) Act (2019 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; Companies Act (2022 Revision) Section 2 c Revised as at 31st December, 2021 Page 19 “ Registrar ” means the Registrar of Companies appointed under sectio n 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 Companies Act (2021 Revision) ; (b) Building Societies Act (2020 Revision) ; (c) Companies Management Act (2021 Revision) ; (d) Cooperative Societies Act (2020 Revision) ; (e) Insurance Act, 2010 [ Law 32 of 2010 ]; (f) Money Services Act (2020 Revision) ; (g) Mutual Funds Act (2021 Revision) ; (h) Securities Investment Business Act (2020 Revision) ; (i) Development Bank Act (2018 Revision); (j) Directors Registration and Licensing Act, 2014 ; and (k) Private Funds Act (2021 Revision), and any other laws that may be prescribed by the Cabinet by regulations made under section 46 of the Monetary Authority Act (2020 Revision) ; “ special resolution ” means a special resolution as defined in sec tion 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 ; “ 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 on 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 26th February, 2001 and the Treaty of Lisbon amending the Treaty on European Union, signed in Lisbon on 13th December, 2007. (2) Where, in this Act, 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 Section 3 Companies Act (2022 Revision) Page 20 Revised as at 31st December, 2021 c 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 Act, where it provides that an officer of a company who is in default shall be liable t o 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 Act “ 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. (5) For the purposes of this Act “ carry on business in the Islands ” shall be construed in accordance with the Local Companies Control Act (2019 Revision) .

s.4Signature of Registrar

MODIFIED

(1) Any document purporting to bear the signature of the Registrar or of an officer authorised in accordance with section 3(2) shall be deemed, until the contrary is proved, to have been duly given, made or issued by the authority of the Registrar. (2) In subsection (1) — “ signature ” includes a facsimile of a signature however reproduced and a digital signature. Companies Act (2022 Revision) Section 5 c Revised as at 31st December, 2021 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 Act referred to as an “unlimited company”, of the word “Limited” or the abbreviation “Ltd.” as the 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 that suscriber’s name the number of shares that person 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 Act (2022 Revision) Page 22 Revised as at 31st December, 2021 c

s.8Company limited by shares

MODIFIED

(1) Subject to subsection (2), where a company is formed on the principle of having the liability of its members limited to the amount unpaid on their shares, in this Act referred to as a company limited by shares, the memorandum of association shall also contain — (a) a declaration that the liability of its members is limited; and (b) the amount of capital with which it proposes to be registered, divided into shares of a certain fixed amount to be also therein specified: Provided that the capital with which an exempted company proposes to be registered may be divided into shares without nominal or par value in which case the memorandum of association shall contain the amount of the aggregate consideration for which such shares may be issued: Provided further that no exempted company shall divide its capital into both shares of a fixed amount and shares without nominal or par value. (2) Where the capital of such a company is divided into shares of more than one class, the memorandum of association may contain a declaration that in a winding up of the company the liability of members holding the shares of a particular class shall be unlimited. (3) The capital, fixed amount of shares and aggregate consideration referred to in subsection (1) may be expressed, and subscribed for, in any one or more currencies. (4) No authorisation or issue, or purported authorisation or issue, by an exempted company of any share without nominal or par value shall, if that company has its capital divided into such shares only, be invalid only by reason of the fact it was authorised or issued, or purportedly authorised or issued, prior to the 20th November, 1989.

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 Act 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 that person is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before the time at which that person 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 Act (2022 Revision) Section 10 c Revised as at 31st December, 2021 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.12Signature and effect of memorandum of association

MODIFIED

The memorandum of association shall be signed by each subscriber in the presence of and be attested by at least one witness. It shall, when registered, bind the company and the members thereof to the same extent as if each member had subscribed that person’s name and affixed that person’s seal thereto and there were in the memorandum contained on the part of that person, that person’s heirs, executors and administrators, a covenant to observe all the conditions of such memorandum, subject to this Act, and all monies payable by any member to the company under such memorandum shall be deemed to be a debt due from such member to the company.

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 Act (2022 Revision) Page 24 Revised as at 31st December, 2021 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 Act (2022 Revision) Section 14 c Revised as at 31st December, 2021 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 that person. (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 Act. (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 Act.

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 Act , referred to as “a resolution for reducing share capital”. Section 15 Companies Act (2022 Revision) Page 26 Revised as at 31st December, 2021 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 that person’s 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 Act (2022 Revision) Section 16 c Revised as at 31st December, 2021 Page 27

s.17Registration of order and minute of reduction

MODIFIED

(1) The Registrar, on delivery to that person 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 that person’s hand the registration of the order and minute, and that person’s certificate shall be conclusive evidence that all the requirements of this Act 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 Act (2022 Revision) Page 28 Revised as at 31st December, 2021 c

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 Act (2022 Revision) Section 20 c Revised as at 31st December, 2021 Page 29

s.23Printing, stamping and signature of articles

MODIFIED

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 Act 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 Act, be as valid as if originally contained therein, and be subject in like manner to alteration by special resolution. Section 25 Companies Act (2022 Revision) Page 30 Revised as at 31st December, 2021 c

s.26Registrar to provide information

MODIFIED

(1) The Registrar shall, upon request in writing by an entity under subsection (2), provide any information required to discharge any function or exercise any power, under the following Acts — (a) the Anti-Corruption Act (2019 Revision); (b) the Monetary Authority Act (2020 Revision) ; (c) the Proceeds of Crime Act (2020 Revision); (d) the Tax Information Authority Act (2021 Revision); (2) For the purposes of subsection (1), the following entities may request information from the Registrar — (a) the Anti-Corruption Commission established under section 3 of the Anti- Corruption Act (2019 Revision) ; (b) the Authority; (ba) the Customs and Border Control Service established under section 3 of the Customs and Border Control Act (2022 Revision) ; (c) the Financial Crimes Unit of the Royal Cayman Islands Police Service; (d) the Financial Reporting Authority, as defined under section 2 of the Proceeds of Crime Act (2020 Revision); (e) the Tax Information Authority, designated under section 4 of the Tax Information Authority Act (2021 Revision) ; or (f) a competent authority as defined under section 2(1) of the Proceeds of Crime Act (2020 Revision) . (3) Where a request for information is made under subsection (1), the information shall be provided within forty-eight hours of receipt of the request. (4) The recipient of any information provided by the Registrar under this section shall — (a) use the information for the purpose for which it was provided; (b) retain the information for as long as is necessary to carry out the purpose for which it was provided; and (c) not disclose the information for any purpose other than the purpose for which it was provided, without the consent of the Registrar. Section 27 Companies Act (2022 Revision) Page 32 Revised as at 31st December, 2021 c

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 — (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. Companies Act (2022 Revision) Section 29 c Revised as at 31st December, 2021 Page 33

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 opinion of the Registrar suggests, or is calculated to suggest the patronage of Her Majesty or of any member of the Royal Family or connection with Her Majesty ’ s Government or any department thereof in the United Kingdom or elsewhere; (b) contains the words “municipal” or “chartered” or any words which in the opinion of the Registrar suggest, or are calculated to suggest, connection with any public board or other local authority or with any society or body incorporated by Royal Charter; (c) contains the words “co - operative”, “assurance”, “bank”, “insurance”, 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 Section 31 Companies Act (2022 Revision) Page 34 Revised as at 31st December, 2021 c (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 together with the fees provided under section 199(1), 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 Companies Act (2022 Revision) Section 32 c Revised as at 31st December, 2021 Page 35 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 that person’s 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 a 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.

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 — Section 34 Companies Act (2022 Revision) Page 36 Revised as at 31st December, 2021 c (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 Act the expression “ share ” includes 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.

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; Companies Act (2022 Revision) Section 35 c Revised as at 31st December, 2021 Page 37 (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 Act 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) — “ 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 has been authorised by resolution of the company, and has been sanctioned by the Court; Section 36 Companies Act (2022 Revision) Page 38 Revised as at 31st December, 2021 c (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 that person 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. (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 provisions 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 Act or otherwise to accept the surrender of a share (not being a fully paid share) in lieu of forfeiture.

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 articles of association) by a special resolution of such company, be evidenced and transferred in accordance with the laws applicable to and the rules and regulations of the relevant approved stock exchange that are or shall be applicable to such listed shares as referred to or specified in such articles of association or special resolution. (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 Section 41 Companies Act (2022 Revision) Page 48 Revised as at 31st December, 2021 c 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.41Annual list of members and return of capital, shares, calls, etc.

MODIFIED

(1) Every company, other than an exempted company that does not hold a licence to carry on business in the Islands to which section 174 refers, having a capital divided into shares shall make a list of all persons who, on the fourteenth day following the date on which the ordinary general meeting, or if there is more than one ordinary general meeting in each year, the first of such ordinary general meetings, is held, are members of the company; and such lists shall state the names and addresses of all the members therein mentioned, and the number of shares held by each of them, and shall contain a summary specifying the — Companies Act (2022 Revision) Section 42 c Revised as at 31st December, 2021 Page 49 (a) amount of the capital of the company and the number of shares into which it is divided; (b) number of shares taken from the commencement of the company up to the date of the summary; (c) amount of calls made on each share; (d) total amount of calls received: (e) total amount of calls unpaid; (f) total number of shares forfeited; (g) names and addresses of the persons who have ceased to be members since the last list was made, and the number of shares held by each of them; (h) names and addresses of directors and officers of the company and the position or office that they hold; and (i) nature of the business, and this list and summary shall be contained in a separate part of the register of the company and shall be completed within seven days after such fourteenth day as is mentioned in this section, and a copy shall be forwarded to the Registrar in January of each year after the year of its incorporation. (2) Every company, other than an exempted company, shall, in January of each year after the year of its registration, pay to the Registrar the annual fee specified in Part 2 of

s.42Penalty on company not making return

MODIFIED

Any company, not being an exempted company, which defaults in forwarding to the Registrar such lists of members or summary or the payment of any fee specified in section 41(1) and (2) shall incur a penalty of — (a) 33.33% of the annual fee specified in section 41 if the documents are submitted or the fee and penalty are paid between the 1st April and the 30th June; Section 43 Companies Act (2022 Revision) Page 50 Revised as at 31st December, 2021 c (b) 66.67% of the annual fee specified in section 41 if the documents are submitted or the fee and penalty are paid between the 1st July and the 30th September; and (c) 100% of the annual fee specified in section 41 if the documents are submitted or the fee and penalty are paid between the 1st October and the 31st December, and every director and manager of the company who knowingly and wilfully authorises or permits such default shall incur the like penalty.

s.43Certificate of shares or stock

MODIFIED

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

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 except that, in the case of an exempted company that holds a licence to carry on business in the Islands under any applicable law, the register of members shall be kept at its registered office within the Islands. (2) Except in the case of an exempted company that does not hold a licence to carry on business in the Islands under any applicable law and when closed as hereinafter provided the register of members shall, during business hours, subject to such reasonable restrictions as the company in general meeting may impose, so that no less than two hours in each day be appointed for inspection, be open to the inspection of any member gratis and to the inspection of any other person on payment of ten dollars or such less sum as the company may specify for each inspection; and every such member or other person may receive a copy of such 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. Companies Act (2022 Revision) Section 45 c Revised as at 31st December, 2021 Page 51 (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 Act (2021 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 that person’s name entered in or omitted from the register, whether such question arises Section 47 Companies Act (2022 Revision) Page 52 Revised as at 31st December, 2021 c 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.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 — (a) a past member shall not be liable to contribute to the assets of the company if that person 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 that person 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 Act; (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 that person 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); Companies Act (2022 Revision) Section 50 c Revised as at 31st December, 2021 Page 53 (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 that person’s 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 Act 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 that person’s 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 that person and any other creditor not being a member of the company; but any such sum may be taken into account for the purposes of the final adjustment of the rights of the contributions amongst themselves.

s.51Notice of situation of registered office

MODIFIED

(1) Notice of the situation of such registered office shall be given to the Registrar and recorded by that person and shall be published by Public Notice. Until such notice is given and published, the company shall not be deemed to have complied with this Act with respect to having a registered office. (2) Any member of the public shall be entitled to be informed by the Registrar, on request, of the location of the registered office of any company or exempted company registered under this Act. Section 52 Companies Act (2022 Revision) Page 54 Revised as at 31st December, 2021 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. Companies Act (2022 Revision) Section 55 c Revised as at 31st December, 2021 Page 55 (3) The register of mortgages required by subsection (1) shall be open to inspection by any creditor or member of the company at all reasonable times; and if such inspection is refused, any officer of the company refusing the same, and every director and manager of the company authorising or knowingly and wilfully permitting such refusal shall incur a penalty of four dollars for every day during which such refusal continues; and in addition to the above penalty, the Judge sitting in chambers may, by order, compel an immediate inspection of the register.

s.57Meetings

MODIFIED

Subject to the memorandum and articles of association of the company, a meeting of — (a) members; (b) a class of members; Companies Act (2022 Revision) Section 58 c Revised as at 31st December, 2021 Page 57 (c) the board of directors; or (d) any committee of the directors, may be validly convened and business conducted, as provided by the articles of association, with only one such member or director being present in person or otherwise as may be provided by the articles of association. Provisions for Protection of Members

s.59Accounts and audits

MODIFIED

(1) Every company shall cause to be kept proper books of account 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; (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 Act (2021 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. (2B) A company which keeps its books of account outside of the Islands shall, in the form and manner prescribed, provide to its registered office, annually or with such other frequency and within such time as may be prescribed, information regarding its books of account; and, if a company fails to comply with this subsection 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. Section 60 Companies Act (2022 Revision) Page 58 Revised as at 31st December, 2021 c (2C) Subsection (2B) shall not apply to a company that complies with a requirement under any regulatory law to file information regarding its accounts to the Authority. (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 chairperson that the resolution has been carried shall be conclusive evidence of the fact, without proof of the number or proportion of votes recorded in favour of or against the same. (3) Notice of any meeting shall, for the purposes of this section, be deemed to be duly given and the meeting to be duly held, whenever such notice is given and the meeting held in manner prescribed by the regulations of the company. (4) In computing the majority under this section when a poll is demanded, regard shall be had to the number of votes to which each member is entitled by the regulations of the company. Companies Act (2022 Revision) Section 61 c Revised as at 31st December, 2021 Page 59

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 — (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. Section 65 Companies Act (2022 Revision) Page 60 Revised as at 31st December, 2021 c

s.69Returns, etc., to Registrar

MODIFIED

Any list, return, notice or information required by this Act to be made, given or supplied to the Registrar shall be authenticated by the signature of the secretary or manager or one of the directors of the company. Companies Act (2022 Revision) Section 70 c Revised as at 31st December, 2021 Page 61

s.74Security for costs in actions brought by limited companies

MODIFIED

Where a company is plaintiff in any action, suit or other legal proceeding, any Judge having jurisdiction in the matter, if that person is satisfied that there is reason to believe that if the defendant is successful in that person’s defence the assets of the company will be insufficient to pay that person’s costs, may require sufficient security to be given for such costs, and may stay all proceedings until such security is given. Section 75 Companies Act (2022 Revision) Page 62 Revised as at 31st December, 2021 c

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 — Companies Act (2022 Revision) Section 80 c Revised as at 31st December, 2021 Page 63 (a) subject as hereinafter contained, any such director, managing director or manager whether past or present shall, in addition to that person’s liability, if any, to contribute as an ordinary member, be liable to contribute as if that person 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 that person is liable to contribute as an ordinary member of the company; (c) no contribution required from any past director or manager in respect of any debt or liability of the company contracted after the time at which that person ceased to hold such office shall exceed the amount, if any, which that person 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 that person is liable to contribute as an ordinary member, unless the Court thinks it necessary to require such contribution in order to satisfy the debts and liabilities of the company and the costs, charges and expenses of the winding up. Association not for Profit 80. Circumstances in which a company may be registered without “limited” in its name 80 . (1) A company registered under this Act or an association applying to be registered under this Act, may in accordance with section 80A , apply to the Registrar to be designated as a company to which this section applies if the company or association — ( a ) was formed or is to be formed primarily for the promotion of charitable, philanthropic, religious, cultural, educational, social or fraternal purposes or objects, including, for the avoidance of doubt, a group of persons sharing a co mmon profession or interest which, to the satisfaction of the Registrar, qualifies the company or association for registration under this section; and ( b ) has applied or intends to apply the profits, if any, or other income of the company or association pr imarily for the promotion of charitable, philanthropic, religious, cultural, educational, social or fraternal purposes or objects, including, for the avoidance of doubt, a group of persons sharing a common profession or interest which, to the satisfaction of the Section 80 Companies Act (2022 Revision) Page 64 Revised as at 31st December, 2021 c Registrar, qualifies the company or association for registration under this section. ( 2 ) The Registrar shall only approve an application for designation under this section if the memorandum and articles of association of a company registered under t his Act or an association being registered under this Act and applying for designation, contain language to the effect that — (a) the assets, profits, if any, and other income of the company or association applying for designation, shall be applied exclusively in the furtherance of the objects of the company or association; and (b) no portion of the assets and income of the company or association shall be distributed as profit or dividend directly or indirectly to the controllers, shareholders, owners or members of the company or association, unless such distribution is intended for the legitimate purpose of compensating a person for services to further the objects of the company or association or to pay the liabilities incurred on behalf of the company or association. ( 3 ) Pursuant to an application made under subsection (1), the Registrar may direct that a company registered under thi s Act or that an association being registered under this Act , be registered with limited liability without the addition of the word “Limited” or the abbreviation “Ltd.” to the company ’ s name and that upon registration shall enjoy all the privileges and be subject to all the obligations by this Act imposed on companies, except the obligations under this Act requiring a company — ( a ) to use the word “Limited” or the abbreviation “Ltd.” as any part of its name; ( b ) to send a list of its members to the Registra r; ( c ) to comply with the provisions of section s 51 or 55 or pay any fees pursuant to sectio n 199 ; or ( d ) to pay the fees prescribed by section s 26 , 41 and 169 . ( 4 ) The Registrar may impose any conditions that the Registrar thinks fit to impose on a company designated under this section and shall cause the conditions imposed to be inserted or endorsed on the memorandum or articles of association of the company or association being registered. ( 5 ) Where a company designated under this section is to be dissolved, the person who owns, controls or directs that company shall ensure that any assets of the company remaining after the satisfaction of all debts and liabilities of the company shall be transferred to another company registered under this section or a non - profit organisation registered under the Non - Profit Organisations Act ( 2020 Revision ) which has similar objects. Companies Act (2022 Revision) Section 80A c Revised as at 31st December, 2021 Page 65 ( 6 ) For the purpose of this section “ non - profit organisation ” has the same meaning as that assigned to these words in the Non - Profit Organisa tions Act ( 2020 Revision ) . 80A. Application for designation under section 80 80A .(1) An application for designation as a company under section 80 may be made to the Registrar by a company or an association to which section 80 refers and shall be — ( a ) made in the form specified by the Registrar; and ( b ) accompanied by the non - refundable application fee prescribed in Part 3A. ( 2 ) A company making an application under subsection (1) shall, at the time of making the application, file with the Registrar a list of the persons who own, contr ol or direct the company. 80B. Obligations for companies designated under section 80 80B .A company designated pursuant to section 80 that is not registered pursuant to the Non-Profit Organisations Act (2020 Revision) shall — ( a ) file with the Registrar, in the form specified by the Registrar, an annual return confirming the objects and activities of the company; ( b ) in the manner specified by the Registrar, notify the Registrar of any change in — ( i ) the objects or activities of the company; or ( ii ) the address of the registered office or the location of the company, within thirty days of the date of the change; ( c ) maintain the proper books of account for a minimum period of five years; ( d ) comply with any conditions imposed by the Registrar upon registration; ( e ) establish and maintain internal controls and systems appropriate for the company to identify conduct which may involve the financing of terrorism; ( f ) notify the Registrar, in the manner specified by the Registrar, of any change in the person who owns, controls or directs the company, within thirty days of the date of the change; and ( g ) pay the fee prescribed in Part 3A for any changes for which the Registrar is required to be notified pursuant to this section.

s.80Penalty for breach of section 80B

MODIFIED

(1) The Registrar — ( a ) may impose a penalty of five hundr ed dollars on a c ompany designated under sectio n 80 , if the company breaches the provisions of secti on 80B ; and ( b ) shall within ten days of the date of the imposition of the penalty, inform the compa ny upon which the penalty has been imposed, of the reasons for the imposition of the penalty. ( 2 ) A company, upon which a penalty is imposed pursuant to subsection (1), which disputes the imposition of the penalty may appeal to the Court for review of the Registrar ’ s decision to impose the penalty. ( 3 ) A dispute in relation to the penalty imposed pursuant to subsection (1) shall not be in respect of the amount of the penalty imposed and is limited to a dispute in relation to the grounds upon which the penal ty is imposed. ( 4 ) Notwithstanding subsection (1), if a company is in breach of sectio n 80B — (a) in respect of more than one change in the person who owns, controls or directs a company 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 (b) in respect of a person who owns, controls or directs 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. ( 5 ) In addition to the penalty under subsection (1), where the Registrar is satisfied that a breach of sectio n 80B has been knowingly and wilfully authorised or permitted — Companies Act (2022 Revision) Section 81 c Revised as at 31st December, 2021 Page 67 ( a ) every company to which the breach relates shall incur a penalty of one thousand dollars; and ( b ) every person who owns, controls or directs the company to which the breach relates shall incur a penalty of one thousand dollars and a further penalty of one hundred dollars for ever y day during which the default continues. 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, 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 Section 81 Companies Act (2022 Revision) Page 68 Revised as at 31st December, 2021 c 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. (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 27th April, 2011, the date commencement of this subsection by the Companies (Amendment) Act, 2011 [Law 16 of 2011] , 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). Companies Act (2022 Revision) Section 82 c Revised as at 31st December, 2021 Page 69

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. Section 85 Companies Act (2022 Revision) Page 70 Revised as at 31st December, 2021 c (5) The person affixing any such duplicate seal shall, by writing under that person’s 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. (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 Act 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. Companies Act (2022 Revision) Section 87 c Revised as at 31st December, 2021 Page 71

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 sectio n 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; (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 dissents 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; Section 88 Companies Act (2022 Revision) Page 72 Revised as at 31st December, 2021 c “ liabilities ” includes duties; and “ transferee company ” means any company or body corporate established in the Islands or in any other jurisdiction.

s.88Power to acquire shares of dissentient shareholders

MODIFIED

(1) Where a scheme or contract involving the transfer of shares or any class of shares in a company (in this section referred to as “the transferor company”) to another company, whether a company within the meaning of this Act or not (in this section referred to as “the transferee company”) has, within four months after the making of the offer in that behalf by the transferee company, been approved by the holders of not less than ninety per cent in value of the shares affected, the transferee company may, at any time within two months after the expiration of the said four months, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire that person’s 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 that person’s shares to the transferee company, in accordance with the scheme or contract. Companies Act (2022 Revision) Section 89 c Revised as at 31st December, 2021 Page 73

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 Act; and (b) every holder of fully paid up shares of a company; “ controller ” means a person appointed by the Authority pur suant 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 perso n who is qualified under the law of a foreign country to perform functions equivalent to those performed by official liquidators under this Act or by trustees in bankruptcy under the Bankruptcy Act (1997 Revision) ; “ limited partnership ” means an ordinary l imited partnership registered in accordance with section 49 of the Partnership Act (2013 Revision) or an exempted limited partnership registered in accordance with section 9 of the Exempted Limited Partnership Act (2021 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; Section 90 Companies Act (2022 Revision) Page 74 Revised as at 31st December, 2021 c “ 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 that person 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.92Circumstances in which a company may be wound up by the Court

MODIFIED

A company may be wound up by the Court if — Companies Act (2022 Revision) Section 93 c Revised as at 31st December, 2021 Page 75 (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 1st March, 2009, the date of commencement of the Companies (Amendment) Act, 2007 [Law 15 of 2007] Section 95 Companies Act (2022 Revision) Page 76 Revised as at 31st December, 2021 c have the authority to present a winding up petition on its behalf without the sanction of a resolution passed at a general meeting. (3) A contributory is not entitled to present a winding up petition unless either — (a) the shares in respect of which that person is a contributory, or some of them, are partly paid; or (b) the shares in respect of which that person is a contributory, or some of them, either were — (i) originally allotted to that person, or have been held by that person, and registered in that person’s name for a period of at least six months immediately preceding the presentation of the winding up petition; or (ii) have devolved on that person 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 charged to an amount equal to or in excess of those assets or that the company has no assets. (2) The Court shall dismiss a winding up petition or adjourn the hearing of a winding up petition on the ground that the petitioner is contractually bound not to present a petition against the company. (3) If the petition is presented by members of the company as contributories on the ground that it is just and equitable that the company should be wound up, the Court shall have jurisdiction to make the following orders, as an alternative to a winding-up order, namely — (a) an order regulating the conduct of the company ’ s affairs in the future; (b) an order requiring the company to refrain from doing or continuing an act complained of by the petitioner or to do an act which the petitioner has complained it has omitted to do; Companies Act (2022 Revision) Section 96 c Revised as at 31st December, 2021 Page 77 (c) an order authorising civil proceedings to be brought in the name and on behalf of the company by the petitioner on such terms as the Court may direct; or (d) an order providing for the purchase of the shares of any members of the company by other members or by the company itself and, in the case of a purchase by the company itself, a reduction of the company ’ s capital accordingly. (4) Where an alternative order under subsection (3) requires the company not to make any, or any specified, alteration in the memorandum or articles of association, the company does not have power, without the leave of the Court, to make any such alteration in breach of that requirement. (5) Any alteration in a company ’ s memorandum or articles of association made by virtue of an alternative order under subsection (3) is of the same effect as if duly made by resolution of the company, and the provisions of this Act 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.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. Section 98 Companies Act (2022 Revision) Page 78 Revised as at 31st December, 2021 c

s.101Company ’ s statement of affairs

MODIFIED

(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 that person 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; Companies Act (2022 Revision) Section 102 c Revised as at 31st December, 2021 Page 79 (e) the securities held by those creditors; (f) the dates when the securities were respectively given; and (g) such further or other information that the liquidator may require. (3) The persons referred to in subsection (1) are — (a) persons who are or have been directors or officers of the company; (b) persons who are or have been professional service providers to the company; and (c) persons who are or have been employees of the company, during the period of one year immediately preceding the relevant date. (4) Where any persons are required under this section to submit a statement of affairs to the liquidator, they shall do so, subject to subsection (5), before the end of the period of twenty-one days beginning with the day after that on which the prescribed notice of the requirement is given to them by the liquidator. (5) The liquidator may release a person from an obligation imposed on that person under subsection (1) or, when giving the notice mentioned in subsection (4) or subsequently, the liquidator may extend the time for compliance; and if the liquidator refuses to extend the time for compliance, the Court may do so. (6) In this section — “ relevant date ” means — (a) in a case where a provisional liquidator is appointed, the date of that person’s appointment; and (b) in any other case, the commencement of the winding up. (7) A person who, without reasonable excuse, fails to comply with any obligation imposed under this section commits an offence and is liable on conviction to a fine of ten thousand dollars.

s.102Investigation by liquidator

MODIFIED

(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 that person 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). Section 103 Companies Act (2022 Revision) Page 80 Revised as at 31st December, 2021 c (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

MODIFIED

(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 this section as the “ relevant person ”. (2) It is the duty of every relevant person to co-operate with the official liquidator. (3) While a company is being wound up, the official liquidator may at any time before its dissolution apply to the Court for an order — (a) for the examination of any relevant person; or (b) that a relevant person transfer or deliver up to the liquidator any property or documents belonging to the company. (4) Unless the Court otherwise orders, the official liquidator shall make an application under subsection (3) if that person 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 Companies Act (2022 Revision) Section 104 c Revised as at 31st December, 2021 Page 81 (b) to issue a letter of request for the purpose of seeking the assistance of a foreign court in obtaining the evidence of a relevant person resident outside the jurisdiction. Official Liquidators

s.104Appointment and powers of provisional liquidator

MODIFIED

(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 that person and that person’s powers may be limited by the order appointing that person. (5) The remuneration of the provisional liquidator shall be fixed by the Court from time to time on that person’s 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. Section 105 Companies Act (2022 Revision) Page 82 Revised as at 31st December, 2021 c

s.109Remuneration of official liquidators

MODIFIED

(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. Companies Act (2022 Revision) Section 110 c Revised as at 31st December, 2021 Page 83 (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 154 ; and if more liquidators than one are appointed such remuneration shall be distributed amongst them in such proportions as the Court directs.

s.113Power to make calls

MODIFIED

(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 — Companies Act (2022 Revision) Section 114 c Revised as at 31st December, 2021 Page 85 (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.115Meetings to ascertain wishes of creditors or contributories

MODIFIED

(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. Section 116 Companies Act (2022 Revision) Page 86 Revised as at 31st December, 2021 c Voluntary Winding up

s.118Effect on business and status of the company

MODIFIED

(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. Companies Act (2022 Revision) Section 119 c Revised as at 31st December, 2021 Page 87 (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.120Qualifications of voluntary liquidators

MODIFIED

Any person, including a director or officer of the company, may be appointed as its voluntary liquidator. Section 121 Companies Act (2022 Revision) Page 88 Revised as at 31st December, 2021 c

s.123Notice of voluntary winding up

MODIFIED

(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 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. Companies Act (2022 Revision) Section 124 c Revised as at 31st December, 2021 Page 89

s.127Final meeting prior to dissolution

MODIFIED

(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. Section 128 Companies Act (2022 Revision) Page 90 Revised as at 31st December, 2021 c (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.130Expenses of voluntary winding up

MODIFIED

(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. Companies Act (2022 Revision) Section 131 c Revised as at 31st December, 2021 Page 91 (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 done, 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, that person may apply to the Court which shall fix the rate and amount of that person’s remuneration and expenses. Winding up subject to the supervision of the Court

s.133Effect of supervision order

MODIFIED

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. Section 134 Companies Act (2022 Revision) Page 92 Revised as at 31st December, 2021 c Offences of fraud, etc.

s.135Transactions in fraud of creditors

MODIFIED

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 property, 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. Companies Act (2022 Revision) Section 136 c Revised as at 31st December, 2021 Page 93

s.136Misconduct in course of winding up

MODIFIED

(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 that person’s knowledge and belief fully and truly discover to the liquidator — (i) all the company ’ s property (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 the company ’ s property which is in that person’s custody or under that person’s control, and which that person 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 that person’s custody or under that person’s control which belong to the company and which that person 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. Section 137 Companies Act (2022 Revision) Page 94 Revised as at 31st December, 2021 c

s.140Distribution of the company ’ s property

MODIFIED

(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. Companies Act (2022 Revision) Section 141 c Revised as at 31st December, 2021 Page 95 (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.142Secured creditors

MODIFIED

(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 that person’s security without the leave of the Court and without reference to the liquidator. Section 143 Companies Act (2022 Revision) Page 96 Revised as at 31st December, 2021 c (2) Where the liquidator sells assets on behalf of a secured creditor, that person 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.144Effect of execution or attachment

MODIFIED

(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, that person is not entitled to retain the benefit of the execution or attachment against the liquidator unless that person 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 that person 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 Act — (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. Companies Act (2022 Revision) Section 145 c Revised as at 31st December, 2021 Page 97

s.146Avoidance of dispositions made at an undervalue

MODIFIED

(1) In this section and section 147 — (a) “ disposition ” has the meaning a scribed in Part VI of the Trusts Act (2021 Revision) ; (b) “ intent to defraud ” means an intention to wilfully defeat an obligation owed to a creditor; (c) “ obligation ” means an obligation or liability (which 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. (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 — Section 147 Companies Act (2022 Revision) Page 98 Revised as at 31st December, 2021 c (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.148Supply of utilities

MODIFIED

(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 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. Companies Act (2022 Revision) Section 149 c Revised as at 31st December, 2021 Page 99

s.151Dissolution following voluntary winding up

MODIFIED

(1) The Registrar shall, within 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. Section 152 Companies Act (2022 Revision) Page 100 Revised as at 31st December, 2021 c (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.154Insolvency Rules Committee

MODIFIED

(1) There shall be established an Insolvency Rules Committee comprising — (a) the Chief Justice or other judge nominated by the Chief Justice in that person’s place who shall be chairperson; Companies Act (2022 Revision) Section 155 c Revised as at 31st December, 2021 Page 101 (b) the Attorney General or that person’s 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 Institute of Professional Accountants; and (e) a person appointed by the Chief Justice who, in that person’s opinion, demonstrates a wide knowledge of law, finance, financial regulation or insolvency practice. (2) The quorum of the Insolvency Rules Committee shall be the chairperson and three other members of the Committee; and the chairperson shall have a casting vote.

s.155Powers of the Insolvency Rules Committee

MODIFIED

(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. Section 156 Companies Act (2022 Revision) Page 102 Revised as at 31st December, 2021 c

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

MODIFIED

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 Act, 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 reinstatement 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. Companies Act (2022 Revision) Section 160 c Revised as at 31st December, 2021 Page 103

s.167Repealed

MODIFIED

Repealed by section 3 of the Companies (Amendment) Act, 2016 [Law 3 of 2016] . Section 168 Companies Act (2022 Revision) Page 104 Revised as at 31st December, 2021 c

s.170Failure to comply with section 168 or 169

MODIFIED

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. Companies Act (2022 Revision) Section 171 c Revised as at 31st December, 2021 Page 105

s.175Prohibited sale of securities

MODIFIED

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. Section 176 Companies Act (2022 Revision) Page 106 Revised as at 31st December, 2021 c

s.179Registration as an exempted limited duration company

MODIFIED

(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 Companies Act (2022 Revision) Section 180 c Revised as at 31st December, 2021 Page 107 (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 (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(3) 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 until the company is registered as an exempted limited duration company.

s.180Contents of articles of association

MODIFIED

(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 Section 181 Companies Act (2022 Revision) Page 108 Revised as at 31st December, 2021 c provided by the articles of association, to delegate the management to a board of directors.

s.182Electronic business by exempted limited duration companies

MODIFIED

Nothing in this Act 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 that does not hold a licence to carry on business in the Islands to which section 174 refers may, at any time, apply to the Registrar to be registered as a special economic zone company. Companies Act (2022 Revision) Section 182B c Revised as at 31st December, 2021 Page 109 (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.184Documents, etc., to be delivered to Registrar by foreign companies

MODIFIED

(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 — Companies Act (2022 Revision) Section 185 c Revised as at 31st December, 2021 Page 111 (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; (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 Act 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

MODIFIED

(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, Section 186 Companies Act (2022 Revision) Page 112 Revised as at 31st December, 2021 c 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 Act (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. (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 that person 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 three consecutive issues of the Gazette; (e) publication in three consecutive issues of a newspaper published and circulating in the Islands; or (f) displaying it in a prominent position on the lands and causing it to be kept so displayed for one month. (5) In this section — “ hold land ” bears the meaning ascribed to that expression in section 32(3).

s.186Registration of foreign companies

MODIFIED

(1) Upon compliance with section 184 , the Registrar shall issue a certificate under that person’s hand and seal of office that the foreign company is registered under this Act. (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 Act in respect of registration. Companies Act (2022 Revision) Section 187 c Revised as at 31st December, 2021 Page 113

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

MODIFIED

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 sections 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, Section 190 Companies Act (2022 Revision) Page 114 Revised as at 31st December, 2021 c 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.192Removing company ’ s name from register

MODIFIED

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 the Registrar 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

MODIFIED

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. Companies Act (2022 Revision) Section 194 c Revised as at 31st December, 2021 Page 115

s.195Power of Registrar to prohibit sale

MODIFIED

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. Section 196 Companies Act (2022 Revision) Page 116 Revised as at 31st December, 2021 c

s.200Express fees

MODIFIED

(1) The Registrar, on receipt of — (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 Act, 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 Act have been paid and the Registrar has no knowledge that the company is in default under this Act. Section 201 Companies Act (2022 Revision) Page 118 Revised as at 31st December, 2021 c

s.202Registration under this Part

MODIFIED

(1) Upon registration of a registrant under this Part, the Registrar shall issue a certificate under that person’s 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 the registrant, particulars of the matters specified. (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 Act 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; Companies Act (2022 Revision) Section 202 c Revised as at 31st December, 2021 Page 121 (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 Act as is provided therein: Provided always that section 201 and this section shall not operate — (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 existing; (i) except to the extent provided by or pursuant to this Part, to affect the rights, powers, authorities, functions and liabilities or obligations of the registrant or any other person; or (j) to render defective any legal proceedings by or against the registrant and any legal proceedings that could have been continued or commenced by or against the registrant before its registration hereunder may, notwithstanding the registration, be continued or commenced by or against the registrant after registration. (4) Upon provisional registration of a registrant under this Part the Registrar shall issue a certificate under that person’s hand and seal of office that the registrant is provisionally registered by way of continuation as an exempted company and specifying the date of such provisional registration. (5) The Registrar shall enter in a register maintained for the purpose the date of provisional registration and name of the registrant. (6) If a registrant which is provisionally registered under this Part is registered pursuant to section 201(2) it shall automatically cease to be provisionally registered and the Registrar shall cancel such provisional registration. (7) Subsection (3) shall not apply to a registrant which is provisionally registered unless and until it is registered under section 201(2), and nothing in this section shall be construed as enabling a registrant which is provisionally registered to carry on business within the Islands unless it complies with the requirements of Part IX. Section 203 Companies Act (2022 Revision) Page 122 Revised as at 31st December, 2021 c

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

MODIFIED

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. Companies Act (2022 Revision) Section 205 c Revised as at 31st December, 2021 Page 123

s.207Certification of deregistration, etc.

MODIFIED

(1) Upon de-registration of an applicant under this Part, the Registrar shall issue a certificate under that person’s 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. Companies Act (2022 Revision) Section 208 c Revised as at 31st December, 2021 Page 125 (3) From the commencement of the date of de-registration the applicant shall cease to be a company for all purposes under this Act 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; (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.210Ordinary non-resident company may be re-registered as exempted company

MODIFIED

(1) Subject to this section and section 211 , an ordinary non-resident company may be re-registered as an exempted company if — (a) the company passes a special resolution that it should be so re- registered; and Section 211 Companies Act (2022 Revision) Page 126 Revised as at 31st December, 2021 c (b) an application for re-registration is delivered to the Registrar together with the necessary documents. (2) Such special resolution shall — (a) make such alterations 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 Act 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. (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 re-registration of ordinary non-resident company as an exempted company

MODIFIED

(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, that person shall — (a) retain the application and other documents delivered to that person 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; Companies Act (2022 Revision) Section 212 c Revised as at 31st December, 2021 Page 127 (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 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 Act 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.213Applications for registration

MODIFIED

(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. Section 214 Companies Act (2022 Revision) Page 128 Revised as at 31st December, 2021 c (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

MODIFIED

(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; Companies Act (2022 Revision) Section 215 c Revised as at 31st December, 2021 Page 129 (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; (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), adequate notice is given if notice in writing is sent to each creditor having a claim against the company exceeding one thousand dollars. (3) A director who makes a declaration under subsection (1)(a) without reasonable grounds or who knowingly makes a false declaration commits an offence and is liable on summary conviction to a fine of five thousand dollars or to imprisonment for one year. (4) For the avoidance of doubt, the provisions of the Fraudulent Dispositions Act (1996 Revision) shall not apply to an initial transfer of assets and liabilities into segregated portfolios pursuant to an application under section 213(1).

s.216Segregated portfolios

MODIFIED

(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. Section 217 Companies Act (2022 Revision) Page 130 Revised as at 31st December, 2021 c (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.”.

s.218Company to act on behalf of portfolios

MODIFIED

(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 who are party to the act, matter, deed, agreement, contract, instrument under seal or other instrument or arrangement that was executed, or who may be adversely affected by any such attribution, of that attribution and the parties ’ rights under subsection (3). Companies Act (2022 Revision) Section 219 c Revised as at 31st December, 2021 Page 131 (3) Any person notified under subsection (2)(c) (or who 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 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 orders as may be just and equitable in the case. (4) Any indemnity given by a segregated portfolio company in favour of a director in respect of a liability incurred by such director on behalf of a segregated portfolio shall only be enforceable against the assets of the segregated portfolio in respect of which such liability arose.

s.219Assets

MODIFIED

(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. Section 220 Companies Act (2022 Revision) Page 132 Revised as at 31st December, 2021 c

s.221Segregation of liabilities

MODIFIED

(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 liability, be entitled to have recourse only to, the company ’ s general assets. Companies Act (2022 Revision) Section 222 c Revised as at 31st December, 2021 Page 133

s.224Receivership orders

MODIFIED

(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 taken 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 Section 225 Companies Act (2022 Revision) Page 134 Revised as at 31st December, 2021 c (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 that person’s 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

MODIFIED

(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. Companies Act (2022 Revision) Section 226 c Revised as at 31st December, 2021 Page 135

s.227Discharge of receivership orders

MODIFIED

(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. Section 228 Companies Act (2022 Revision) Page 136 Revised as at 31st December, 2021 c (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.229Issue of bearer shares prohibited

MODIFIED

(1) Notwithstanding any provision in this Act to the contrary, a company incorporated under this Act shall not issue bearer shares. (2) In relation to a company which has been struck off the companies register, subsection (1) applies to that company if the company is reinstated. (3) 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. Companies Act (2022 Revision) Section 230 c Revised as at 31st December, 2021 Page 137 (4) Bearer shares issued prior to the commencement of the Companies (Amendment) (No. 3) Act, 2020 [Act 60 of 2020] or issued contrary to subsection (1) shall be void.

s.230Repealed

MODIFIED

Repealed by section 5 of the Companies (Amendment) (No. 3) Act, 2020 [Act 60 of 2020].

s.231Repealed

MODIFIED

Repealed by section 5 of the Companies (Amendment) (No. 3) Act, 2020 [Act 60 of 2020].

s.232Definitions in this Part

MODIFIED

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 more 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 a nother 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 constituent company into which one or more other constituent companies are merged. Section 233 Companies Act (2022 Revision) Page 138 Revised as at 31st December, 2021 c

s.233Merger and consolidation

MODIFIED

(1) Without prejudice to sections 86 and 87 , but subject to section 239A , two or more companies limited by shares and incorporated under this Act, 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). (2) Nothing in this Part shall derogate from the Authority ’ 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 the 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, a statement that the memorandum of association and articles of association of the surviving company immediately prior to merger shall be its memorandum of association and articles of association after the merger; (h) in respect of a consolidation, the proposed new memorandum of association and articles of association of the consolidated company; (i) any amount or benefit paid or payable to any director of a constituent company, a consolidated company or a surviving company consequent upon the merger or consolidation; Companies Act (2022 Revision) Section 233 c Revised as at 31st December, 2021 Page 139 (j) the name and address of any secured creditor of a constituent company and of the nature of the secured interest held; and (k) the names and addresses of the directors of the surviving or consolidated company. (5) Some or all of the shares whether of different classes or of the same class in each constituent company may be converted into or exchanged for different types of property (consisting of shares, debt obligations or other securities in the surviving company or consolidated company or any other corporate entity, or money or other property, or a combination thereof) as provided in the plan of merger or consolidation. (6) A plan of merger or consolidation shall be authorised by each constituent company by way of — (a) a special resolution of the members of each such constituent company; and (b) such other authorisation, if any, as may be specified in such constituent company ’ s articles of association. (7) Notwithstanding subsection (6)(a), if a parent company incorporated under this Act is seeking to merge with one or more of its subsidiary companies incorporated under this Act, a special resolution under that subsection of the members of such constituent companies is not required if a copy of the plan of merger is given to every member of each subsidiary company to be merged unless that member agrees otherwise. (8) The consent of each holder of a fixed or floating security interest of a constituent company in a proposed merger or consolidation shall be obtained but if such secured creditor does not grant that person’s consent then the Court may upon application of the constituent company that has issued the security waive the requirement for such consent upon such terms as to security to be issued by the consolidated or surviving company or otherwise as the Court considers reasonable. (9) After obtaining any authorisations and consents under subsections (6) and (8), the plan of merger or consolidation shall be signed by a director on behalf of each constituent company and filed with the Registrar together with, in relation to each constituent company — (a) a certificate of good standing; (b) a director ’ s declaration that the constituent company is, and the consolidated or surviving company will be, immediately after merger or consolidation, able to pay its debts as they fall due; (c) a director ’ s declaration that the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the constituent companies; (d) a director ’ s declaration that — Section 233 Companies Act (2022 Revision) Page 140 Revised as at 31st December, 2021 c (i) no petition or other similar proceeding has been filed and remains outstanding, and that no order has been made or resolution adopted to wind up the company in any jurisdiction; (ii) no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the constituent company, its affairs, or its property or any part thereof; and (iii) 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 company are, and continue to be, suspended or restricted; (e) a director ’ s declaration of the assets and liabilities of the constituent company made up to the latest practicable date before the making of the declaration; (f) in the case of a constituent company that is not a surviving company, a director ’ s declaration that the constituent company has retired from any fiduciary office held or will do so immediately prior to merger or consolidation; (g) an undertaking that a copy of the certificate of merger or consolidation under subsection (11) will be given to the members and creditors of the constituent company and that notification of the merger or consolidation will be published in the Gazette; and (h) a director ’ s declaration, where relevant, that the constituent company has complied with any applicable requirements under the regulatory laws. (10) A director ’ s declaration under subsection (9) shall be in writing, signed by, and shall include the full name and address of, the director making the declaration. (11) Upon payment of the applicable fees under this Act and upon the Registrar being satisfied that the requirements of subsection (9) in respect of the merger or consolidation have been complied with and that the name of the consolidated company complies with section 30 , the Registrar shall register the plan of merger or consolidation including any new or amended memorandum and articles of association and issue a certificate of merger or consolidation under that person’s hand and seal of office, and in the case of a consolidation section 27 shall apply in relation to the consolidated company. (12) A certificate of merger or consolidation issued by the Registrar shall be prima facie evidence of compliance with all requirements of this Act in respect of the merger or consolidation. (13) Subject to section 234 , a merger or consolidation shall be effective on the date the plan of merger or consolidation is registered by the Registrar. Companies Act (2022 Revision) Section 234 c Revised as at 31st December, 2021 Page 141 (14) A person who, being a director, makes a false declaration under subsection (9) commits an offence and is liable on summary conviction to a fine of twenty thousand dollars or to imprisonment for five years, or both. (15) In any proceedings for an offence under subsection (14) it shall be a defence for the person charged to prove that that person took all reasonable precautions and exercised all due diligence to avoid the commission of such an offence by that person or any person under that person’s control. (16) Any director ’ s declaration pursuant to this section may be given in the form of a declaration or an affidavit, as the director may determine.

s.235Termination or amendment

MODIFIED

(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 that person has satisfied that person’s self 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. Section 236 Companies Act (2022 Revision) Page 142 Revised as at 31st December, 2021 c

s.236Effect of merger or consolidation

MODIFIED

(1) As soon as a merger or consolidation becomes effective — (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 not the surviving company in a merger shall not be a winding up within Part V.

s.237Merger or consolidation with overseas company

MODIFIED

(1) Subject to section 239A , one or more companies incorporated under this Act may merge or consolidate with one or more overseas companies in accordance with subsections (2) to (18). Companies Act (2022 Revision) Section 237 c Revised as at 31st December, 2021 Page 143 (2) Where the surviving or consolidated company is to be a company existing under this Act, in addition to compliance by each constituent company incorporated under this Act with section 233(3) to (10) the Registrar is required to be satisfied in respect of any constituent overseas company that — (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 transfer has been obtained, released or waived; (ii) the transfer is permitted by and has been approved in accordance with the constitutional documents of the constituent overseas company; and (iii) the laws of the jurisdiction of the constituent overseas company with respect to the transfer have been or will be complied with; (g) the constituent overseas company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and (h) there is no other reason why it would be against the public interest to permit the merger or consolidation. (3) Subsection (2)(a) to (g) shall be satisfied by filing with the Registrar a declaration of a director of the surviving or consolidated company to the effect Section 237 Companies Act (2022 Revision) Page 144 Revised as at 31st December, 2021 c that, having made due enquiry, that person is of the opinion that the requirements of those paragraphs have been met; and — (a) the declaration shall include a statement of the assets and liabilities of the constituent overseas company made up to the latest practicable date before making the declaration; and (b) a director of the surviving or consolidated company shall be deemed to have made due enquiry for the purposes of subsection (2)(a) to (g) and this subsection if such director has obtained from a director of the constituent overseas company a declaration that the requirements of subsection 2(a) to (g) have been met with respect to such constituent overseas company. (4) A person who, being a director, makes a false declaration under subsection (3) commits an offence and is liable on summary conviction to a fine of twenty thousand dollars or to imprisonment for five years, or both. (5) In any proceedings for an offence under subsection (4), it shall be a defence for the person charged to prove that that person took all reasonable precautions and exercised all due diligence to avoid the commission of such an offence by that person or any person under that person’s control. (6) Where the surviving or consolidated company is to be established under this Act, upon payment of the applicable fees under this Act and upon the Registrar being satisfied that the requirements of subsection (2) in respect of the merger or consolidation have been complied with and that the name of the consolidated company complies with section 30 , the Registrar shall register the plan of merger or consolidation including any new or amended memorandum and articles of association and issue a certificate of merger or consolidation under that person’s hand and seal of office, and in the case of a consolidation section 27 shall apply in relation to the consolidated company. (7) Where the surviving or consolidated company is to be an overseas company the Registrar is required to be satisfied, in addition to compliance with section 233(2) to (10) (excluding section 233(9)(g)), by each constituent company incorporated under this Act, that — (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 any jurisdiction; (c) no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the surviving company, its affairs or its property or any part thereof; Companies Act (2022 Revision) Section 237 c Revised as at 31st December, 2021 Page 145 (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 surviving company are suspended or restricted; and (e) there are no reasons why it would be against the public interest to allow the merger or consolidation. (8) Subsection (7)(a) to (d) shall be satisfied by filing with the Registrar a declaration of a director of each constituent company incorporated under this Act to the effect that, having made due enquiry, that person is of the opinion that the requirements of those paragraphs have been met; and a director of each constituent company incorporated under this Act shall be deemed to have made due enquiry for the purposes of subsection (7)(a) to (d) and this subsection (8) if such director has obtained from a director of the constituent overseas company a declaration that the requirements of subsection (7)(a) to (d) have been met with respect to such constituent overseas company. (9) A person who, being a director, makes a false declaration under subsection (8) commits an offence and is liable on conviction to a fine of twenty thousand dollars or to imprisonment for five years, or both. (10) Where the surviving or consolidated company is to be an overseas company, the surviving or consolidated overseas company shall file with the Registrar — (a) an undertaking that it will promptly pay to the dissenting members of a constituent company incorporated under this Act the amount, if any, to which they are entitled under section 238 ; and (b) such evidence of the merger or consolidation from the jurisdiction of the surviving or consolidated overseas company as the Registrar considers acceptable, such evidence to include the effective date of the merger or consolidation. (11) The effect of a merger or consolidation where the surviving or consolidated company is to be an overseas company under this section is the same as in the case of a merger or consolidation under this Part if the surviving or consolidated company is incorporated or established under this Act, and all of the relevant provisions of this Part apply, except insofar as the laws of the jurisdiction of the surviving or consolidated overseas company otherwise provide. (12) For the purposes of this section — (a) any references in section 233 to the shares of any constituent company shall be deemed to include references to any other equity interests in such constituent company; (b) any references in section 233 to memoranda and articles of association shall be deemed to include references to the equivalent organisational documents of an overseas company; and Section 238 Companies Act (2022 Revision) Page 146 Revised as at 31st December, 2021 c (c) any reference in section 233 or this section to a director of a company shall be deemed to include a reference to any officer, member or other person (howsoever called) in whom the management of an overseas company is vested. (13) Where the surviving or consolidated company is to be an overseas company, upon payment of the applicable fees under this Act and upon the Registrar being satisfied that the requirements of subsections (7) and (10) have been complied with the Registrar shall, where the overseas company is the surviving or consolidated company, strike off constituent companies incorporated pursuant to this Act from the register and issue a certificate of strike off by way of merger or consolidation with an overseas company; and section 158 shall apply to the constituent companies so struck off. (14) A certificate of strike off by way of merger or consolidation with an overseas company issued by the Registrar shall be prima facie evidence of compliance with all requirements of this Act in respect of such merger or consolidation. (15) Subject to section 234 , a merger or consolidation shall be effective on the date the plan of merger or consolidation is registered by the Registrar. (16) The issuance of a certificate of merger or consolidation relating to the merger or consolidation of an overseas company registered under Part IX shall be deemed to constitute notice to the Registrar pursuant to section 192 . (17) Any declaration of a director pursuant to this section may be given in the form of a declaration or an affidavit, as the director may determine. (18) The Registrar shall submit a copy of the certificate of strike off by way of merger or consolidation issued under subsection (13) to the Authority.

s.238Rights of dissenters

MODIFIED

(1) A member of a constituent company incorporated under this Act shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation. (2) A member who desires to exercise that person’s 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 that person’s 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 Act (2022 Revision) Section 238 c Revised as at 31st December, 2021 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 that perso n’s decision to dissent, stating — (a) that person’s name and address; (b) the number and classes of shares in respect of which that person dissents; and (c) a demand for payment of the fair value of that person’s shares. (6) A member who dissents shall do so in respect of all shares that that person 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 that person’s 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 a written offer to each dissenting member to purchase that person’s shares at a specified price that the company determines to be their fair value; and if, within thirty days immediately following the date on which the offer is made, the company making the offer and the dissenting member agree upon the price to be paid for that person’s shares, the company shall pay to the member the amount in money forthwith. (9) If the company and a dissenting member fail, within the period specified in subsection (8), to agree on the price to be paid for the shares owned by the member, within twenty days immediately following the date on which the period expires — (a) the company shall (and any dissenting member may) file a petition with the Court for a determination of the fair value of the shares of all dissenting members; and (b) the petition by the company shall be accompanied by a verified list containing the names and addresses of all members who have filed a notice under subsection (5) and with whom agreements as to the fair value of their shares have not been reached by the company. (10) A copy of any petition filed under subsection (9)(a) shall be served on the other party; and where a dissenting member has so filed, the company shall within ten days after such service file the verified list referred to in subsection (9)(b). (11) At the hearing of a petition, the Court shall determine the fair value of the shares of such dissenting members as it finds are involved, together with a fair rate of Section 239 Companies Act (2022 Revision) Page 148 Revised as at 31st December, 2021 c interest, if any, to be paid by the company upon the amount determined to be the fair value. (12) Any member whose name appears on the list filed by the company under subsection (9)(b) or (10) and who the Court finds are involved may participate fully in all proceedings until the determination of fair value is reached. (13) The order of the Court resulting from proceeding on the petition shall be enforceable in such manner as other orders of the Court are enforced, whether the company is incorporated under the laws of the Islands or not. (14) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances; and upon application of a member, the Court may order all or a portion of the expenses incurred by any member in connection with the proceeding, including reasonable attorney ’ s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares which are the subject of the proceeding. (15) Shares acquired by the company pursuant to this section shall be cancelled and, if they are shares of a surviving company, they shall be available for re-issue. (16) The enforcement by a member of that person’s entitlement under this section shall exclude the enforcement by the member of any right to which that person might otherwise be entitled by virtue of that person holding shares, except that this section shall not exclude the right of the member to institute proceedings to obtain relief on the ground that the merger or consolidation is void or unlawful.

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; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or Companies Act (2022 Revision) Section 239A c Revised as at 31st December, 2021 Page 149 (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) Repealed by section 11 of the Companies (Amendment) (No. 2) Act, 2018 [Law 46 of 2018]. 239A. Prohibition on being a segregated portfolio company 239A . No constituent company incorporated under this Act or any consolidated company existing under this Act may be a segregated portfolio company.

s.241Ancillary orders

MODIFIED

(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). Section 242 Companies Act (2022 Revision) Page 150 Revised as at 31st December, 2021 c

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

MODIFIED

(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.

s.244Interpretation

MODIFIED

(1) In this Part — Companies Act (2022 Revision) Section 244 c Revised as at 31st December, 2021 Page 151 “ 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 beneficial ownership 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 Act (2021 Revision) , the Banks and Trust Companies Act (2021 Revision), the Insurance Act, 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 sectio n 280 ; “ registered shareholder ” means a person who is named as a shareholder of a company or member of a company on the register of members of the company; “ 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 Act (2020 Revision) , other than the Directors Registration and Licensing Act, 2014 [Law 10 of 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 registrable 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 sectio n 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 — Section 245 Companies Act (2022 Revision) Page 152 Revised as at 31st December, 2021 c (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.247Duty of companies to identify beneficial owners

MODIFIED

(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. Section 248 Companies Act (2022 Revision) Page 154 Revised as at 31st December, 2021 c (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, twenty-five percent or more of the shares in company Y; (b) X must hold, directly or indirectly, twenty-five percent or more 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, 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 advisor or professional manager.

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

MODIFIED

(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. Companies Act (2022 Revision) Section 250 c Revised as at 31st December, 2021 Page 155 (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 entity if it were registered under this Act), 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 relation to it, and has received all the required particulars. (6) A person to whom a notice under this section is given is not required by that notice to disclose any information — (a) in respect of which a claim to legal professional privilege could be maintained in legal proceedings; or (b) that the person is prohibited by any law applicable in the Islands from disclosing.

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

MODIFIED

(1) This section applies to a person if — Section 251 Companies Act (2022 Revision) Page 156 Revised as at 31st December, 2021 c (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 — (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 person ’ 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.252Duty to establish and maintain beneficial ownership register

MODIFIED

(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. Companies Act (2022 Revision) Section 253 c Revised as at 31st December, 2021 Page 157 (2) A corporate services provider engaged for the provision of registered office services by — (a) an exempted company; (b) an ordinary non-resident company; or (c) a company registered to carry on a special economic zone business in a special economic zone under the Special Economic Zones Act (2017 Revision) , shall keep the beneficial ownership register of the company. (3) An ordinary resident company to which this Part applies may engage the Registrar to assist the company to establish and maintain its beneficial ownership register. (3A) Where an ordinary resident company does not engage the Registrar under subsection (3), the corporate services provider engaged by the ordinary resident company shall keep the beneficial ownership register of the ordinary resident company. (4) The Registrar may charge the prescribed fees for establishing and maintaining a beneficial ownership register on behalf of an ordinary resident company. (5) In this section — “ ordinary non-resident company ” means a company designated by the Financial Secretary as a non-resident company in accordance with section 2(3) of the Local Companies (Control) Act (2019 Revision) ; and “ ordinary resident company ” means a company which carries on business in the Islands in accordance with section 2(2) of the Local Companies (Control) Act (2019 Revision) .

s.253Role of corporate services provider and Registrar

MODIFIED

(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 Section 254 Companies Act (2022 Revision) Page 158 Revised as at 31st December, 2021 c (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

MODIFIED

(1) The required particulars of an individual are — (a) full legal name; (b) residential address and, if different, an address for service of notices under this Act; (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 Companies Act (2022 Revision) Section 255 c Revised as at 31st December, 2021 Page 159 (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

MODIFIED

(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 enter in the company ’ s beneficial ownership register in the prescribed form 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 Section 256 Companies Act (2022 Revision) Page 160 Revised as at 31st December, 2021 c (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

MODIFIED

(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 Act, to provide the missing particulars referred to in subsection (2)(a) within one month of receipt of the notice, the corporate services provider shall — (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

MODIFIED

(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 Companies Act (2022 Revision) Section 258 c Revised as at 31st December, 2021 Page 161 (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.259Power of the Grand Court to rectify beneficial ownership register

MODIFIED

(1) If — (a) the name of any individual or relevant legal entity is, without sufficient cause, entered in or omitted from a company ’ s beneficial ownership 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 Section 260 Companies Act (2022 Revision) Page 162 Revised as at 31st December, 2021 c (b) that is necessary or expedient to be decided for rectification of the company ’ s beneficial ownership register. (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.261Duty of Registrar and corporate services providers

MODIFIED

(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 Companies Act (2022 Revision) Section 262 c Revised as at 31st December, 2021 Page 163 (b) if the competent authority is satisfied that the default was knowingly or wilfully 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.265Right to issue restrictions notice

MODIFIED

(1) The corporate services provider of 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 Companies Act (2022 Revision) Section 266 c Revised as at 31st December, 2021 Page 165 (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 corporate services provider 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.267Protection of third party rights

MODIFIED

(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; Section 268 Companies Act (2022 Revision) Page 166 Revised as at 31st December, 2021 c (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.270Relaxation of restrictions

MODIFIED

(1) A corporate services providerthat 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. Companies Act (2022 Revision) Section 271 c Revised as at 31st December, 2021 Page 167 (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.275Failure to comply with notices

MODIFIED

(1) A person to whom a notice under section 249 or 255 is addressed commits an offence if the person — (a) knowingly and wilfully 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. Companies Act (2022 Revision) Section 276 c Revised as at 31st December, 2021 Page 169 (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 who commits an offence under this section is liable — (a) on conviction on indictment — (i) in the case of a first offence, to a fine of twenty-five thousand dollars; or (ii) in the case of a second or subsequent offence, to a fine of fifty thousand dollars or to imprisonment for a term of two years, or to both; or (b) on summary conviction to imprisonment for a term of twelve months or a fine of five thousand dollars, or to both.

s.277Unlawful search or disclosure of beneficial ownership information

MODIFIED

A person who conducts a search of a company ’ s beneficial ownership register contrary to section 262(3), (3A) 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. Section 278 Companies Act (2022 Revision) Page 170 Revised as at 31st December, 2021 c

s.279Exemptions

MODIFIED

(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 section 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. 279A. Request for additional information 279A .(1) The competent authority may request by notice in writing, additional information from a company or corporate services provider for the purposes of carrying out its functions under this Part. (2) A company or corporate services provider which receives a notice for information under subsection (1) shall comply with the notice within the period and in the manner specified in the request. (3) Repealed by section 8 of the Companies (Amendment) (No. 3) Act, 2020 [Act 60 of 2020] . Companies Act (2022 Revision) Section 280 c Revised as at 31st December, 2021 Page 171

s.280Regulations

MODIFIED

(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 register; (h) respecting the procedure to be followed by corporate services providers 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 any country or territory to

s.281Transitional provisions

MODIFIED

(1) 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) Act, 2017 [Law 2 of 2017] . (2) A company which is incorporated or registered after the date of the commencement of the Companies (Amendment) Act, 2019 [Law 10 of 2019] shall comply with section 40 as amended no later than three months after the date of the commencement of the Companies (Amendment) Act, 2019 [Law 10 of 2019] . (3) A company which is incorporated or registered at the date of the commencement of the Companies (Amendment) Act, 2019 [Law 10 of 2019] shall comply with section 40 as amended by the Companies (Amendment) Act, 2019 [Law 10 of 2019] no later than six months after the date of the commencement of the Companies (Amendment) Act, 2019 [Law 10 of 2019] . PART XVIIB – Administrative fines Companies Act (2022 Revision) Section 281A c Revised as at 31st December, 2021 Page 173 281A. Registrar’s power to fine 281A .The Registrar has the power to impose an administrative fine on a person who breaches a provision of this Act that is specified in

s.283Regulations

MODIFIED

The Cabinet may make regulations prescribing all matters that are required or permitted under this Act to be prescribed, or are necessary or convenient to be prescribed for giving effect to the purposes of this Act. Companies Act (2022 Revision)