Anguilla
INTERIM REVISED STATUTES OF ANGUILLA 2000
CHAPTER 1
COMPANIES ACT
Showing the Law as at 16 October 2000
Published by Authority
Printed in
The Attorney General’s Chambers
ANGUILLA
COMPANIES ACT
TABLE OF CONTENTS
Part 1
INTERPRETATION
1. Definitions
2. Meaning of “affiliated”, “control”, “holding” and “subsidiary”
3. Meaning of “distribution” to public
4. Meaning of “offer” to public
Part 2
INCORPORATION AND OPERATION OF COMPANIES
Division 1
Incorporation of Companies
5. Incorporators
6. Types of companies
7. Formalities
8. Required votes
9. Certificate of incorporation
10. Effective date of incorporation
11. Corporate name
12. Prohibited, refused and reserved names
13. Name change required
14. Revoking and assigning names
15. Publication of name and registered office
16. Pre-incorporation contracts
Division 2
Corporate Capacity and Powers
17. Capacity and powers
18. Restriction of powers
19. Validity of acts
20. Notice not presumed
21. No disclaimer allowed
22. Effect of articles and by-laws
23. Contracts of company
24. Bills and notes
25. Power of attorney
26. Company seals
27. Company without shareholders
Division 3
Share Capital
28. Nature of shares
29. When only one class of shares
30. Share classes
31. Share issue
32. Consideration
33. Stated capital accounts
34. Open-ended mutual company
35. Series shares
36. Pre-emptive rights
37. Conversion privileges
38. Reserve shares
39. Company holding own shares
40. Acquisition of own shares
41. Other acquisition of own shares
42. Redeemable shares
43. Donated shares
44. Voting shares held in itself
45. Stated capital reduction
46. Stated capital adjustment
47. Cancellation of shares
48. Presumption regarding own shares
49. Changing share class
50. Effect of purchase contract
51. Commission for share purchase
52. Prohibited dividend
53. Payment of dividend
54. Illicit financial assistance by company
55. Permitted financial assistance
56. Enforcement of illicit contracts
57. Immunity of shareholders
58. Lien on shares
Division 4
Management of Companies
59. Duty of directors to manage company
60. Number of directors
61. Restricted powers
62. Power to make by-laws
63. By-law powers
64. Organizational meeting
65. Individuals not qualified to act as directors
66. Director’s disqualification order
67. No share qualification required
68. Election of directors
69. Alternate directors
70. Cumulative voting
71. Termination of office
72. Removal of directors
73. Right of director to notice
74. Filling vacancy among directors
75. Number of directors changed
76. Notice of change of directors
77. Directors’ meetings
78. Waiver of notice of directors’ meeting
79. Adjourned directors’ meeting
80. Company with one director
81. Telephone participation in meeting
82. Delegation of directors’ powers
83. Validity of acts
84. Resolution in lieu of meeting
85. Directors’ liability for share issue
86. Directors’ liability for other acts
87. Contribution by directors
88. Recovery by directors
89. Director’s defence to liability
90. Time limit on liability
91. Interests in contracts to be disclosed
92. Declaration of interest in contract
93. Avoidance of nullity of contract
94. Setting aside contract
95. Designation of officers, etc.
96. Borrowing powers
97. Duty of care of directors and officers
98. Dissenting to resolutions
99. Indemnifying directors and others
100. Indemnity for derivative action
101. Right to indemnity
102. Insurance of directors, etc.
103. Court approval of indemnity
104. Remuneration
Division 5
Shareholders of Companies
105. Place of meetings
106. Shareholders’ meetings
107. Record date of shareholders
108. Statutory record date
109. Notice of record date
110. Notice of shareholders’ meeting
111. Special business
112. Shareholders’ meetings
113. List of shareholders
114. Examination of list
115. Quorum at meetings
116. Right to vote share
117. Representation of other body
118. Joint shareholders
119. Voting method at meeting
120. Resolution in writing
121. Requisitioned shareholders’ meetings
122. Controverted elections and appointments
123. Pooling agreements
124. Unanimous shareholder agreements
125. Shareholder approval of extraordinary transactions
Division 6
Financial Disclosure
126. Company to keep accounting records
127. Accounting records kept outside Anguilla
128. Annual financial statements, etc.
129. Exemption for information
130. Consolidated financial statements
131. Directors’ approval of financial statements
132. Copies of document to be sent to shareholders
133. Registrar’s copies
134. Eligibility for appointment as auditor
135. Ineligibility for appointment as auditor
136. Effect of ineligibility
137. Appointment of auditor
138. When auditor ceases to hold office
139. Removal of auditor
140. Filling auditor vacancy
141. Court appointed auditor
142. Auditor’s right to notice
143. Required attendance of auditor
144. Right of auditor to comment
145. Examination by auditor
146. Duty to furnish information to auditor
147. Error in statements detected
148. Privilege of auditor
Division 7
Corporate Records
149. Registered office
150. Registered agent
151. Registered agent ceasing to act for company
152. Records of company
153. Trust notices
154. Records of minutes and resolutions
155. Form of records
156. Duty to care for records
157. Access to records
158. Annual returns
Division 8
Fundamental Company Changes
159. Proposed compromise with creditors
160. Reorganisation and amalgamation
161. Shares of dissenting shareholders
162. Fundamental amendment to articles
163. Filing of articles and certificate
Division 9
Merger and Consolidation
164. Interpretation
165. Merger and consolidation with Anguilla company
166. Plan of merger or consolidation
167. Approval of plan of merger or consolidation
168. Merger with subsidiaries
169. Registration of articles of merger or consolidation
170. Effect of merger or consolidation
171. Merger or consolidation with foreign company
Part 3
PROTECTION OF CREDITORS AND INVESTORS
Division 1
Registration of Charges
172. Registration of charges
Division 2
Trust Deeds and Debentures
173. Trust deed required
174. Kinds of debentures
175. Cover of trust deed
176. Exception to sections 173 to 175
177. Contents of trust deed
Division 3
Prospectuses
178. Interpretation
179. Publication of prospectus
180. Certificate of attorney
181. Contents of prospectus
182. Minimum subscription
183. Continuous offering of shares
184. Civil liability for misstatements
185. Liability of experts
Part 4
OTHER TYPES OF COMPANIES, FOREIGN COMPANIES AND CORPORATE MOBILITY
Division 1
Companies Not for Profit
186. Companies not for profit
Division 2
Companies Limited by Guarantee and Hybrid Companies
187. Other companies permitted
Division 3
Foreign Companies
188. Registration of foreign company
189. Certificate of registration
190. Alteration of constituting instrument
191. Annual return
192. Requirements of prospectus
193. Removal from Register
Division 4
Private Companies
194. Private companies
195. Exemptions
Division 5
Corporate Mobility
196. Continuance under this Act
197. Certificate of continuance
198. Preservation of company
199. Shares of continued company
200. Continuance in foreign jurisdiction
201. Certificate of discontinuance
202. Company may continue as an international business company
203. Jurisdiction of Court
Part 5
INSOLVENCY AND WINDING UP
204. Revival of company by Registrar
205. Revival of company by Court
206. Dissolution before commencing business
207. Dissolution where no property or liabilities
208. Effect of articles of dissolution
209. Proposing liquidation
210. Filing intent to dissolve
211. Court supervised liquidation
212. Revocation of intent to dissolve
213. Right to dissolve
214. Court ordered dissolution
215. Court ordered dissolution: other circumstances
216. Court supervision of voluntary liquidation
217. Dissolution by Court
218. Court powers
219. Company to cease business
220. Appointment of liquidator
221. Duties of liquidator
222. Powers of liquidator
223. Final accounts of liquidator
224. Money distribution
225. Custody of records
226. Continuation of actions
227. Whereabouts of claimants unknown
228. Property to vest in Crown
229. Disclaimer of property by Crown
230. Company limited by shares and guarantee
Part 6
ADMINISTRATION AND GENERAL
Division 1
Functions of the Registrar
231. Responsibility of Registrar
232. Immunity
233. Register of Companies
234. Sending notices, etc. to directors or shareholders
235. Presumption of receipt
236. Undelivered documents
237. Waiver of notice
238. Certificate by company
239. Evidentiary value
240. Registrar’s certificate as to certain facts
241. Striking off Register
242. Liability to continue
243. Service on company
244. Reservation of name
245. Prohibited names
246. Refusal of articles
247. Use of names of dissolved companies
248. Name of amalgamated company
Division 2
Investigation of Companies
249. Definition
250. Investigation order
251. Contents of order and copies of reports
252. Inspector’s powers
253. Hearing in camera
254. Incriminating evidence
255. Privilege absolute
256. Summons regarding ownership interest
257. Attorney-client privilege
258. Inquiries by Court
Division 3
Enforcement
259. Definition
260. Restraining or compliance order
261. Derivative actions
262. Costs of derivative action
263. Powers of Court when leave granted under section 261
264. Compromise, settlement or withdrawal of derivative action
265. Personal actions by members
266. Prejudiced members
267. Representative actions
Division 4
Regulations
268. Regulations
269. Approval of certificates and other documents by the Registrar
Division 5
Offences and Penalties
270. False and misleading reports, returns, etc.
271. Punishment of offences
272. Other offences
273. Order to comply
274. Limitation on prosecutions
275. Civil remedies unaffected
Division 6
Miscellaneous
276. Security for costs
Part 7
TRANSITIONAL PROVISIONS
Former-Act Companies
277. Former-Act company
278. Effect of corporate instrument
279. Continuance as company
280. Amending instrument
281. Articles of continuance
282. Certificate of continuance
283. Preservation of company
284. Previous shares
285. Continuance not applied for in time
286. Effect of earlier references
287. Shares with nominal or par value
288. Stated capital accounts
289. Citation
290. Repeal
SCHEDULE: Offences and Penalties
