INTERIM REVISED STATUTES OF ANGUILLA 2000
COMPANIES ACT
Division 7

Corporate Records

Registered office

149.    (1) A company shall at all times have a registered office in Anguilla.

(2)  On the registration of a company, its registered office is as specified in its articles.

(3)  A company may change the location of its registered office by filing a notice in prescribed form with the Registrar.

(4)  The change of registered office takes effect upon the notice being registered by the Registrar.

(5)  The registered office of a non-domestic company must be provided by a person who holds a relevant licence.

(6)  If the person providing the registered office for a non-domestic company ceases to hold a relevant licence, the company shall, within 14 days of becoming aware that the person concerned has ceased to hold a relevant licence, change the location of its registered office so that it is provided by a person who holds such a licence.

(7)  A company that contravenes subsection (6) commits an offence.

(8)  Subject to subsection (9), a person who, not being the holder of a relevant licence, provides the registered office of a non-domestic company commits an offence.

(9)  If a person providing the registered office of a non-domestic company ceases to hold a relevant licence, he does not commit an offence under subsection (8) if, upon ceasing to hold the licence, he forthwith notifies the company that he no longer holds a relevant licence and that the company must change its registered offence in accordance with subsection (6).

Registered agent

150.    (1) A company and a foreign company registered under Division 3 of Part 4 shall at all times have a registered agent in Anguilla.

(2)  The first registered agent—

(a)  of a company is the registered agent specified in its articles; and

(b)  of a foreign company registered under Division 3 of Part 4 is the registered agent specified in the notice filed under section 188(2)(c).

(3)  A company and a foreign company registered under Division 3 of Part 4 may change its registered agent by filing a notice in prescribed form with the Registrar.

(4)  The change of registered agent takes effect upon the notice being registered by the Registrar.

(5)  The registered agent of a non-domestic company must be a person who holds a relevant licence.

(6)  If the registered agent of a non-domestic company ceases to hold a relevant licence, the company shall, within 14 days of becoming aware that the person concerned has ceased to hold a relevant licence, change its registered agent to a person who holds such a licence.

(7)  A company that contravenes subsection (6) commits an offence.

(8)  Subject to subsection (9), a person who, not being the holder of a relevant licence, acts as the registered agent of a non-domestic company commits an offence.

(9)  If a person who acts as the registered agent of a non-domestic company ceases to hold a relevant licence, he does not commit an offence under subsection (8) if, upon ceasing to hold the licence, he forthwith notifies the company that he no longer holds a relevant licence and that the company must change its registered agent in accordance with subsection (6).

Registered agent ceasing to act for company

151.    (1) If the registered agent of a company desires to cease to act as its registered agent, he must give not less than 30 days written notice of his intention to do so in accordance with subsection (2).

(2)  A notice given under subsection (1) must be sent—

(a)  to a director of the company at the address of the director last known to the registered agent; or

(b)  if the company does not have a director, to the person from whom he last received instructions concerning the company.

(3)  The registered agent shall, within 7 days of sending a notice in accordance with subsection (2), file a copy of the notice with the Registrar.

(4)  If, at the time of expiry of the notice given under subsection (1), the company has not filed a notice of change of registered agent under section 150(3), the Registrar shall publish a notice in the Gazette that, unless the company files notice of a change of registered agent within 30 days of the date of the publication of the notice in the Gazette, it will be struck off the Register of Companies and dissolved.

(5)  If a company fails to file a notice of change of registered agent within 30 days of publication of a notice in the Gazette under subsection (4), the Registrar must strike the company off the Register of Companies whereupon it is dissolved, and the Registrar must publish a notice of the striking off and dissolution of a company under this section in the Gazette.

(6)  The striking of a company off the Register of Companies is effective from the date of the notice published in the Gazette under subsection (5).

(7)  A registered agent who contravenes subsection (3) commits an offence.

Records of company

152. (1) A company shall prepare and maintain records containing—

(a)  the articles and the by-laws, and all amendments to them, and a copy of any unanimous shareholder agreement and amendments to it;

(b)  minutes of meetings and resolutions of shareholders;

(c)  copies of all notices required by sections 76, 149 and 150; and

(d)  registers of shareholders and of directors.

(2) A company that issues debentures shall prepare and maintain a register of debenture holdings showing—

(a)  the name and the latest known address of each debenture holder;

(b)  the principal of the debentures held by each holder;

(c)  the amount or the highest amount of any premium payable on redemption of the debentures;

(d)  the issue price of the debentures and the amount paid up on the issue price;

(e)  the date on which the name of each person was entered on the register as a debenture holder; and

(f)   the date on which each person ceased to be a debenture holder.

(3)  A company that grants conversion privileges, options or rights to acquire shares of the company shall maintain a register showing the name and latest known address of each person to whom the privileges, options or rights have been granted and any other particulars in respect thereof as may be prescribed.

(4)  A company may appoint an agent to prepare and maintain the registers required by this section to be prepared and maintained by the company.

(5)  Subject to subsection (6)—

(a)  the records required to be prepared and maintained under subsection (1) must be kept at the registered office of the company; and

(b)  the records required to be prepared and maintained under subsections (2) and (3) must be kept at the registered office of the company or at such other place in Anguilla as the directors may, by resolution, determine.

(6)  A public company whose shares are listed on an appointed stock exchange may keep its register of shareholders outside Anguilla at a place in the country in which the appointed stock exchange is located.

(7)  A public company that keeps its register of shareholders outside Anguilla under subsection (6) shall—

(a)  ensure that a copy of its register of shareholders as at the end of the last day of each calendar quarter is sent to its registered office within 14 days of the end of the quarter; and

(b)  keep at its registered office—

(i) each copy of its register of shareholders sent to the registered office under paragraph (a), and

(ii) a written record of the address of the place outside Anguilla at which its register of shareholders is kept.

(8)  A company that contravenes subsection (1), (2), (3), (5) or (7) commits an offence.

Trust notices

153. (1) Except as provided in this section, notice of a trust express, implied or constructive, shall not be—

(a)  entered by a company in any of the registers maintained by it under section 152; or

(b)  received by the Registrar.

(2)  No liabilities are affected by anything done under subsection (3), (4) or (5) and the company concerned is not affected with notice of any trust by reason of anything so done.

(3)  A personal representative of the estate of a deceased individual who was registered in a register of a company as a member or debenture holder may become registered as the holder of that share or debenture as personal representative of that estate.

(4)  A personal representative of the estate of a deceased individual who was beneficially entitled to a share or debenture of the company that is registered in a register of the company may, with the consent of the company and of the registered member or debenture holder, become the registered member or debenture holder as the personal representative of the estate.

(5)  When a personal representative of an estate of a deceased individual is registered under subsection (3) as a holder of a share or debenture of a company, the personal representative is, in respect of that share or debenture, subject to the same liabilities, and no more, that he would be subject to, had the share or debenture remained registered in the name of the deceased individual.

Records of minutes and resolutions

154.    (1) In addition to the records described in section 152, a company shall prepare and maintain records and records containing minutes of meetings and resolutions of the directors and any committees of the directors.

(2)  The records required under subsection (1) shall be kept at the registered office of the company or at some other place in Anguilla.

(3)  A company that contravenes subsection (1) or (2) commits an offence.

Form of records

155.    All records required by this Act to be prepared and maintained by a company—

(a)  may be in a bound or loose-leaf form or in a photographic film form; or

(b)  may be entered or recorded— (i) by any system of mechanical or electronic data processing, or

(ii) by any other information storage device;

that is capable of reproducing any required information in intelligible written form within a reasonable time.

Duty to care for records

156.    (1) A company and its agents shall take reasonable precautions—

(a)  to prevent loss or destruction of;

(b)  to prevent falsification of entries in; and

(c)  to facilitate detection and correction of inaccuracies in;

the records required by this Act to be prepared and maintained in respect of the company. (2) A person who contravenes subsection (1) commits an offence.

Access to records

157. (1) The directors and shareholders of a company, and their agents and legal representatives, may during the usual business hours of the company, examine the records of the company required by section 152 to be kept within Anguilla and may take extracts from them free of charge.

(2)  A director or a shareholder of a company is entitled to be provided with a copy of the register of shareholders of the company at any given date upon—

(a)  delivering a request to the company in writing; and

(b)  making payment of such fee as the directors may determine to be reasonably necessary to defray the costs incurred by the company in complying with the request.

(3)  The company must provide a copy of the register of shareholders to the director or shareholder who has requested it under subsection (2) within 5 working days of the date that it received the request.

(4)  A shareholder of a company is, upon request, entitled—

(a)  to one copy of the articles and by-laws of the company and any unanimous shareholder agreement, and to one copy of any amendment to those documents, without charge; and

(b)  to additional copies of the articles and by-laws of the company and of any unanimous shareholder agreement, and to any amendment to those documents, upon the payment of such fee as the directors may determine to be reasonably necessary to defray the costs of preparing and furnishing them.

(5)  If a request—

(a)  to examine the company’s records or to take an extract therefrom under subsection (1);

(b)  for a copy of the register of shareholders under subsection (2); or

(c)  for a copy of the articles and by-laws, and any amendments to them under subsection (4);

is refused or, in the case of a request under subsection (2), the register of shareholders is not provided within the time specified in subsection (3), any interested person, or the Registrar, may on notice to the company apply to the Court for an order to require the company to comply with subsection (1), (2), (3) or (4), as the case may be, and the Court may so order and make any further order it thinks fit.

(6)  A person who contravenes this section commits an offence.

Annual returns

158.    (1) Subject to subsection (2), a company shall, not later than the last day of the calendar quarter in which the anniversary of its incorporation, continuance or first registration falls, file with the Registrar an annual return made up to the first day of the same quarter.

(2)  The annual return of a public company whose shares are listed on an appointed stock exchange may, at the option of the company, be made up to the record date of the company immediately prior to the date upon which the return would otherwise have had to have been made under subsection (1).

(3)  The annual return shall—

(a)  contain the prescribed information and be in prescribed form; and

(b)  be certified as correct by a director or officer of the company or by its registered agent.

(4)  A company that contravenes subsection (1) commits an offence.

Our latest offshore news
30/09/2006
Welcome to join our discussions
on Offshore Companies, Incorporations,
Jurisdictions, etc..
31/08/2006
Anguilla Financial Services Commission issued a letter regarding  compliance of company managers and trust companies with the Anti-Money Laundering Regulations.
24/08/2006
Anguilla Financial Services Commission has published the Notice of Revocation of the licence of Stewart Trust Limited, formerly known as Sterling Trust (Anguilla) Limited.