INTERIM REVISED STATUTES OF ANGUILLA 2000
COMPANIES ACT

Part 2

INCORPORATION AND OPERATION OF COMPANIES

Division 1

Incorporation of Companies

Incorporators

5.        (1) Subject to subsection (2), one or more persons may incorporate a company by signing and filing articles of incorporation with the Registrar.

(2) An individual who—

(a)  is less than 18 years of age;

(b)  is of unsound mind and has been so found by a Court or tribunal in Anguilla or elsewhere; or

(c)  has the status of a bankrupt;

may not be an incorporator of a company under this Act.

Types of companies

6.        Every company incorporated under this Act shall be—

(a)  a company limited by shares;

(b)  a company limited by guarantee; or

(c)  a company limited by both shares and guarantee.

Formalities

7.        (1) Articles of incorporation of a proposed company shall follow the prescribed form and shall set out—

(a)  its proposed name;

(b)  the address and mailing address, if any, of the first registered office of the company and the name, address and mailing address, if any, of its first registered agent;

(c)  whether the company is limited by shares or guarantee or by both;

(d)  whether the company is a non-profit company;

(e)  the classes and any maximum number of shares that the company is authorised to issue and—

(i) if there will be two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares, and

(ii) if a class of shares can be issued in series, the authority given to the directors to fix the number of shares in, or to determine the designation of, and the rights, privileges, restrictions and conditions attaching to, the shares of each series;

(f)   if the right to transfer shares of the company is to be restricted, a statement that the right to transfer shares is restricted and the nature of those restrictions;

(g)  the number of directors or, subject to section 70(a), the minimum and maximum number of directors and in respect of each person who has consented to be a first director of the company—

(i) in the case of an individual, his name, nationality, address and mailing address, if any, and

(ii) in the case of a corporation, its name, country of registration, address and mailing address, if any;

(h) any restrictions on the business that the company may carry on; and

(i) that—

(i) in the case of a company limited by shares and a company limited by shares and guarantee, the liability of each shareholder shall be limited to the amount paid up on the shares held by him, and

(ii) in the case of a company limited by guarantee and a company limited by shares and guarantee, the liability of each member shall be limited to such amount as he may undertake by the articles of incorporation to contribute to the assets of the company in the event that it is wound up.

(2)  The articles may set out any provisions permitted by this Act or by law to be set out in the by-laws of the company.

(3)  Where the right to transfer any shares is restricted, a notification to that effect shall be given on each share certificate issued in respect of those shares.

Required votes

8. (1) Subject to subsection (2), if the articles or any unanimous shareholder agreement requires a greater number of votes of directors or shareholders than that required by this Act to effect any action, the provisions of the articles or of the unanimous shareholder agreement prevail.

(2) The articles may not require a greater number of votes of shareholders to remove a director than the number specified in section 72.

Certificate of incorporation

9.        If he is satisfied that the requirements of this Act in respect of incorporation have been complied with, the Registrar shall, upon receipt of articles of incorporation, issue a certificate of incorporation, and the certificate is conclusive proof of the incorporation of the company named in the certificate.

Effective date of incorporation

10.      A company comes into existence on the date shown in its certificate of incorporation.

Corporate name

11.      (1) The word “Limited”, “Corporation” or “Incorporated” or the abbreviation “Ltd.” or “Corp.” or “Inc.” shall be the last part of the name of every company, but a company may use and may be legally designated by the full or the abbreviated form.

(2)  Notwithstanding subsection (1), in the case of a private company the words or abbreviations specified in one of the following paragraphs may be used in the name of the company in place of one of the words or abbreviations set out in subsection (1)—

(a)  “Sendirian Berhad” or the abbreviation “Sdn Bhd”;

(b)  “Société à Responsabilité Limitée” or the abbreviation “SARL”;

(c)  “Sociedad Anonima” or the abbreviation “S.A.”;

(d)  “Besloten Vennootschap” or the abbreviation “B.V.”;

(e)  “Gesellschaft mit beschrankter Haftung” or the abbreviation “GmbH”;

(f)   “Naamloze Vennootschap” or the abbreviation “NV”;

(g)  one or more words, or an abbreviation thereof, approved by the Registrar that, in his opinion, denote the existence of a body corporate with limited liability in a jurisdiction other than Anguilla.

(3)  Where the words or abbreviation set out in paragraph (2)(a), (b), (c), (d), (e) or (f) are used in the name of a company, they shall form the last part of the company’s name.

(4)  Where one or more words, or an abbreviation thereof, approved by the Registrar under paragraph (2)(g) are used in the name of a company, the word, words or abbreviation shall be placed in the position within the name of the company that the Registrar directs.

(5)  The Registrar may exempt a body corporate continued as a company under this Act from the requirements of subsection (1).

(6)  A person who is not a company incorporated, formed, continued or registered under this Act, the International Business Companies Act or the Limited Liability Company Act may not carry on business under a name—

(a) that includes as its last part one of the words or phrases set out in subsection (1), or in paragraphs (2)(a) to (f); or

(b) that is likely to suggest that he is incorporated, formed, continued or registered under this Act, the International Business Companies Act or the Limited Liability Company Act.

(7) A person who contravenes subsection (6) commits an offence.

Prohibited, refused and reserved names

12.      A company shall not be incorporated with or have a name—

(a)  that is prohibited or refused under section 245 or 246; or

(b)  that is reserved for another company or intended company under section 244.

Name change required

13.      Where—

(a)  by inadvertence or otherwise, a company is incorporated or continued under, or changes its name to, a name that—

(i) is reserved for another company or intended company under section 244, or

(ii) is prohibited under section 245;

(b)  the Registrar is of the opinion that he should have refused— (i) to accept the articles of incorporation or continuance, or

(ii) to register articles amending the name of a company, under section 246; or

(c)  a company is permitted to use a name on the undertaking of another person given under section 245(a) to cease carrying on business under a similar name and that person fails to comply with his undertaking;

the Registrar may direct the company to change its name within such period of time as he may stipulate.

Revoking and assigning names

14.      (1) Where a company has been directed under section 13 to change its name and has not, within the time stipulated by the Registrar under section 13, changed its name to a name that complies with this Act—

(a)  the Registrar may revoke the name of the company and assign to it a name, and

(b)  until changed under this Division, the name of the company is thereafter the name so assigned.

(2)  When a company has had its name revoked and a name assigned to it under subsection (1), the Registrar shall issue a certificate of amendment showing the new name of the company and shall forthwith give notice of the change in the Gazette.

(3)  Upon the issue of a certificate of amendment under subsection (2), the articles of the company to which the certificate refers are amended accordingly on the date shown in the certificate.

(4) A company that, after the issue of a certificate of amendment under subsection (1), uses a name that has been revoked by the Registrar commits an offence.

Publication of name and registered office

15.      (1) A company must ensure—

(a)  that its name and the address of its registered office is clearly stated in every written communication issued by or on behalf of the company; and

(b)  that its name is clearly stated in every document issued or signed by or on behalf of the company that evidences or creates a legal obligation of the company.

(2)  If the name of a company is not stated or is incorrectly stated on a document referred to in paragraph (1)(b) and the company fails to discharge its legal obligation, every person who issued or signed the document is liable to the same extent as the company unless—

(a)  the person in whose favour the obligation was incurred was aware at the time the document was issued or signed that the obligation was being incurred by the company; or

(b)  the Court is of the opinion that it would not be just and equitable for the person who issued or signed the document to be liable.

(3)  If a written communication or a document is issued or signed by or on behalf of a company in contravention of subsection (1), the company and every person who issued the written communication or who issued or signed the document commits an offence.

Pre-incorporation contracts

16.      (1) Except as provided in this section, a person who enters into a written contract in the name of or on behalf of a company before it comes into existence is personally bound by the contract and is entitled to the benefits of the contract.

(2)  Within a reasonable time after a company comes into existence, it may, by any action or conduct signifying the intention to be bound by it, adopt a written contract made in its name or on its behalf before it came into existence.

(3)  When a company adopts a contract under subsection (2)—

(a) the company is bound by the contract and is entitled to its benefits as if the company had been in existence at the date of contract and had been a party to it; and

(b) a person, who purported to act in the name of the company or on its behalf ceases, except as provided in subsection (4), to be bound by or entitled to the benefits of the contract.

(4)  Whether or not a written contract made before the coming into existence of the company is adopted, a party to the contract may apply to the Court for an order fixing obligations under the contract as joint or joint and several, or apportioning liability between or among the company and a person who purported to act in the name of the company or on its behalf, and the Court may make any order it thinks fit.

(5)  Notwithstanding anything in this section, if expressly so provided in the written contract, a person who purported to act for or on behalf of a company before it came into existence is not bound by the contract or entitled to the benefits of the contract.

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