INTERIM REVISED STATUTES OF ANGUILLA 2000
COMPANIES ACT

Part 1

INTERPRETATION

Definitions

1. In this Act—

“affairs” means, in relation to any company or other body corporate, the relationship among the company or body corporate, its affiliates and the shareholders, directors and officers thereof, but does not include any businesses carried on by the companies or other bodies corporate;

“Anguilla company” means a company incorporated or continued under this Act, a company incorporated or continued under the International Business Companies Act, or a company formed or continued under the Limited Liability Company Act;

“appointed stock exchange” means any stock exchange appointed by the Minister by notice in the Gazette to approve the offering of shares or debentures to the public;

“articles” means—

(a)  the articles of incorporation, articles of amendment, articles of continuance, articles of consolidation, articles of merger, articles of dissolution and articles of revival; and

(b)  any statute, letters patent, memorandum of association, certificate of incorporation, or other corporate instrument evidencing the existence of a body corporate continued as a company under this Act;

“associated”, when used to indicate a relationship with any person, means—

(a)  a company or body corporate of which that person beneficially owns or controls, directly or indirectly, shares or debentures convertible into shares, that carry more than 20% of the voting rights—

(i) under all circumstances,

(ii) by reason of occurrence of an event that has occurred and is continuing, or

(iii) by reason of a currently exercisable option or right to purchase those shares or those convertible debentures;

(b)  a partner of that person acting on behalf of the partnership of which they are partners;

(c)  a trust or estate in which that person has a substantial beneficial interest or in respect of which he serves as a trustee or in a similar capacity;

(d)  a spouse of that person;

(e)  a legitimate or an illegitimate child, a step-child or an adopted child of that person; or

(f)   a relative of that person or of his spouse if that relative has the same residence as that person;

“auditor” includes a partnership of auditors;

“beneficial interest” or “beneficial ownership” includes ownership through a trustee, legal representative, agent or other intermediary;

“body corporate” includes a company or other body corporate wherever or however incorporated, other than a corporation sole;

“calendar quarter” means one of the following periods—

(a)  1st January to 31st March;

(b)  1st April to 30th June;

(c)  1st July to 30th September; or

(d)  1st October to 31st December;

“company” means a body corporate that is incorporated or continued under this Act;

“Court” means the High Court;

“corporate instruments” includes any statute, letters patent, memorandum of association, articles of association, certificate of incorporation, certificate of continuance, by-laws, regulations or other instrument by which a body corporate is incorporated or continued or that governs or regulates the affairs of a body corporate;

“debenture” includes debenture stock and any bond or other instrument evidencing an obligation or guarantee, whether secured or not;

“director”, in relation to a body corporate, means a person occupying the position of a director of the corporate body by whatever title he is called;

“domestic company” means a company other than a non-domestic company;

“enactment” means an Act of the Legislature of Anguilla or a regulation made under an Act of the Legislature of Anguilla;

“foreign company” means a body that is incorporated or formed under the laws of a country other than Anguilla;

“former Act” means the Companies Act, Revised Laws 1961, Cap. 335;

“former-Act company” means a company incorporated or registered under the former Act or any Act replaced by that Act;

“incorporator”, in relation to a company, means a person who signs the articles of incorporation of the company;

“Judge” means Judge of the Court;

“legal representative”, in relation to a company, shareholder, debenture holder or other person, means a person who stands in place of and represents the company, shareholder, debenture holder or person, and without limiting the generality of the foregoing, includes, as the circumstances require, a trustee, executor, administrator, assignee, or receiver of the company, shareholder, debenture holder or person;

“member” means a person who, in respect of a company limited by guarantee or a company limited by shares and guarantee, has undertaken to contribute to the assets of the company in the event of its winding up in accordance with section 187;

“Minister” means the Minister responsible for finance;

“non-domestic company” means a company that does not maintain a physical presence, office or staff in Anguilla or that does not engage in any revenue generating activities in Anguilla;

“officer”, in relation to a body corporate, means—

(a)  the chairman, deputy chairman, president or vice-president of the board of directors;

(b)  the managing director, general manager, comptroller, secretary or treasurer; or

(c)  any other person who performs for the body corporate functions similar to those normally performed by the holder of any office specified in paragraph (a) or (b) and who is appointed by the board of directors to perform those functions;

“ordinary resolution” means a resolution passed by a majority of the votes cast by the shareholders who voted in respect of that resolution;

“person” includes a company, trust, partnership, limited liability company or other association;

“prescribed” means prescribed by regulation under section 268;

“public company” means a company any of whose issued shares or debentures are or were part of a distribution to the public;

“record” includes any register, book or other record that is required to be kept by a company;

“redeemable share” means a share issued by a company—

(a)  that the company can purchase or redeem upon demand of the company; or

(b)  that the company is required by its articles to purchase or redeem at a specified time or upon the demand of a shareholder;

“Registrar” refers to the Registrar of Companies under this Act;

“relevant licence” means—

(a)  a licence issued under the Company Management Act, 2000; or

(b)  a licence issued under the Trust Companies and Offshore Banking Act, 2000;

“security interest” means any interest in or charge upon any property of a company by way of mortgage, bond, lien, pledge or other means that is created or taken to secure the payment of an obligation of the company;

“send” includes deliver;

“series”, in relation to shares, means a division of a class of shares;

“share” includes stock;

“shareholder”, in relation to a company, includes—

(a)  a member of a company described in Divisions 1 or 2 of Part 4, except where inconsistent with a provision of that Division;

(b)  the personal representative of a deceased shareholder;

(c)  the trustee in bankruptcy of a bankrupt shareholder; and

(d)  a person in whose favour a transfer of shares has been executed but whose name has not been entered in the register of members, or, if 2 or more transfers of those shares have been executed, the person in whose favour the most recent transfer has been made;

“special resolution” means a resolution of which at least 21 days notice is given that is—

(a)  passed by a majority of not less than 75% of the votes cast by the shareholders who voted in respect of the resolution; or

(b)  signed by all the shareholders entitled to vote on the resolution.

Meaning of “affiliated”, “control”, “holding” and “subsidiary”

2. (1) For the purposes of this Act—

(a)  one body corporate is affiliated with another body corporate if one of them is the subsidiary of the other, or both are subsidiaries of the same body corporate, or each of them is controlled by the same person; and

(b)  if two bodies corporate are affiliated with the same body corporate at the same time, they are affiliated with each other.

(2) For the purposes of this Act, a body corporate is controlled by a person if any shares of the body corporate carrying voting rights sufficient to elect a majority of the directors of the body corporate are, except by way of security only, held, directly or indirectly, by or on behalf of that person.

(3) For the purposes of this Act—

(a)  a body corporate is the holding body corporate of another if that other body corporate is its subsidiary; and

(b)  a body corporate is a subsidiary of another body corporate if it is controlled by that other body corporate.

Meaning of “distribution” to public

3.        (1) For the purposes of this Act—

(a)  a share or debenture of a body corporate is part of a distribution to the public, when, in respect of the share or debenture—

(i) there has been, under the laws of Anguilla or any other jurisdiction, a filing of a prospectus, statement in lieu of prospectus, registration statement, stock exchange take-over bid circular or similar instrument, or

(ii) the share or debenture is listed for trading on any stock exchange wherever situated; and

(b)  a share or debenture of a body corporate is deemed to be part of a distribution to the public where the share or debenture has been issued and a filing referred to in sub-paragraph (a)(i) would be required if the share or debenture were being issued currently.

(2)  For the purposes of this Act, the shares or debentures of a company that are issued upon a conversion of other shares or debentures of a company, or in exchange for other shares or debentures, are part of a distribution to the public if any of those others were part of a distribution to the public.

(3)  For the purposes of this Act—

(a)  a statement included in a prospectus or a statement in lieu of prospectus is deemed to be untrue if it is misleading in the form and context in which it is included; and

(b)  a reference to an offer or offering of shares or debentures for subscription or purchase is deemed to include an offer of shares or debentures by way of barter or otherwise.

Meaning of “offer” to public

4.        (1) A reference in this Act to offering shares or debentures to the public includes, unless the contrary intention appears, a reference to offering them to any section of the public, whether selected as clients of the person issuing the prospectus or in any other manner, and a reference in this Act or in the articles of a company to invitations to the public to subscribe for shares or debentures shall, unless the contrary intention appears, be similarly interpreted.

(2) Subsection (1) does not require that any offer or invitation be treated as being made to the public if the offer or invitation can properly be regarded, in all the circumstances, as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation, or otherwise as being a domestic concern of the persons making and receiving the offer or invitation.

(3) A provision in the articles or by-laws of a company that prohibits invitations to the public to subscribe for shares or debentures does not prohibit the making of an invitation to the shareholders, debenture holders or employees of the company.

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