INTERIM REVISED STATUTES OF ANGUILLA 2000
COMPANIES ACT
Division 8

Fundamental Company Changes

Proposed compromise with creditors

159.    (1) Where a compromise or arrangement is proposed between a company and its creditors of any class, or between the company and its shareholders of any class, the Court may, on the application of the company or of any creditor or shareholder of the company or, in the case of a winding up, of the liquidator, order a meeting of the creditors or class of creditors, or of the shareholders of the company or class of shareholders, as the case may be.

(2)  If a majority representing 75% in value of the creditors or class of creditors, or shareholders or class of shareholders as the case may be, present and voting in person or by proxy at the meeting agree to any compromise or arrangement, the compromise or arrangement shall, if approved by the Court, be binding on all creditors or members of the class of creditors, or on all shareholders or shareholders in the class of shareholders, as the case may be, and on the company or in the event of a winding up, on the liquidator.

(3)  An order made under subsection (2) has no effect until a copy has been filed with the Registrar, and a copy of the order shall be annexed to copies of the articles of the company issued after the making of the order.

(4)  In this section, “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.

Reorganisation and amalgamation

160.    (1) Where an application is made to the Court under section 159 for the approval of a compromise or arrangement proposed between a company and any of the persons specified in that section, and the Court is satisfied that the compromise or arrangement is proposed for the purpose of, or in connection with, a scheme for the reorganisation of any company or the amalgamation of any 2 or more companies, and that under the scheme the undertaking or any part thereof or the property of any company concerned in the scheme (in this section referred to as a “transferor company”) is to be transferred to another company (in this section referred to as the “transferee company”), the Court may, by the order approving the compromise or arrangement or by any subsequent order, make provision for any of the following matters—

(a)  the transfer to the transferee company of the undertaking in whole or in part 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 that 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 provision to be made for any person who, within the time and in the manner that the Court directs, dissents from the compromise or arrangement;

(f)   such incidental or consequential matters as are necessary to ensure that the reorganisation or amalgamation is 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, be transferred to and become the liabilities of, the transferee company, and the property shall, if the order so directs, be freed from any charge that by virtue of the compromise or arrangement is 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 filed with the Registrar within 7 days of the making of the order.

Shares of dissenting shareholders

161. (1) Where a scheme or contract involving the transfer of shares or any class thereof in a company (in this section referred to as the “transferor company”) to another company, whether or not a company within the meaning of this Act (in this section referred to as the “transferee company”) is, within 4 months after the making of the offer by the transferee company, approved by the holders of not less than 90% in value of the shares affected, the transferee company may at any time within 2 months after the expiration of the 4 month period give notice in accordance with subsection (2) to any dissenting shareholder.

(2) The notice referred to in subsection (1) must specify that the transferee company desires to acquire the shares of the dissenting shareholder and the transferee company shall be entitled to acquire the shares subject to the terms specified in the scheme unless, on an application made by the dissenting shareholder within 1 month from the date on which the notice is given, the Court orders otherwise.

(3)  Where a notice is 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 1 month from the date on which the notice is given or if an application to the Court by the dissenting shareholder is pending, after the 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 that that company is entitled to acquire, and the transferor company shall thereupon register the transferee company as the holder of the shares.

(4)  Any amounts received by the transferor company under this section shall be paid into a separate bank account, and the amounts and any other consideration so received shall be held by that company in trust for the several persons entitled to the shares in respect of which the amounts or other consideration were respectively received.

(5)  In this section “dissenting shareholder” includes a shareholder who has not assented to the scheme or contract and any shareholder who has failed or refused to transfer his shares to the transferee company in accordance with the scheme or contract.

Fundamental amendment to articles

162. (1) The articles of a company may, by special resolution, be amended—

(a)  to change its name;

(b)  to add, change or remove any restrictions upon the business that the company can carry on;

(c)  to change any maximum number of shares that the company is authorised to issue;

(d)  to create new classes of shares;

(e)  to change the designation of all or any of its shares, and add change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends in respect of all or any of its shares, whether issued or unissued;

(f)   to change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series, or into the same or a different number of shares or other classes or series;

(g)  to divide a class of shares, whether issued or unissued, into a series of shares and fix the number of shares in each series, and the rights, privileges, restrictions and conditions attached thereto;

(h) to authorise the directors to divide any class of unissued shares into series of shares and fix the number of shares in each series, and the rights, privileges, restrictions and conditions attached thereto;

(i) to authorise the directors to change the rights, privileges, restrictions and conditions attached to the unissued shares of any series;

(j) to revoke, diminish or enlarge any authority conferred under paragraph (h) or (i);

(k) to increase or decrease the number of directors or the minimum or maximum number of directors subject to sections 70 and 75;

(l) to add, change or remove restrictions on the transfer of shares; or

(m) to add, change or remove any other provision that is permitted or required by this Act to be set out in the articles.

(2)  The directors of a company may, if authorised by the shareholders in the special resolution effecting an amendment under this section, revoke the resolution before it is acted upon, without further approval of the shareholders.

(3)  A provision in the articles of a company that restricts in whole or in part the powers of the directors to manage the business or affairs of the company may not be amended except with the consent of all the shareholders.

Filing of articles and certificate

163.    (1) Subject to any revocation under section 162(2), after an amendment has been adopted under that section, articles of amendment in prescribed form shall be filed with the Registrar.

(2)  If an amendment effects or requires a reduction in stated capital, sections 45(3) and (4) apply.

(3)  If he is satisfied that the requirements of this Act in respect of an amendment to a company’s articles have been complied with, the Registrar shall, on receipt of articles of amendment from a company issue a certificate of amendment.

(4)  An amendment to the articles of a company becomes effective on the date shown in the certificate issued by the Registrar in respect of that company and the articles of the company are amended accordingly.

(5)  No amendment to the articles affects—

(a)  an existing cause of action or claim or liability to prosecution in favour of or against the company or its directors or officers; or

(b)  any civil, criminal or administrative action or proceeding to which a company or any of its directors or officers is a party.

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