INTERIM REVISED STATUTES OF ANGUILLA 2000
COMPANIES ACT
Division 4

Management of Companies

Duty of directors to manage company

59.      (1) Subject to any unanimous shareholder agreement, the directors of a company shall—

(a)  exercise the powers of the company directly or indirectly through the employees and agents of the company; and

(b)  direct the management of the business and affairs of the company.

(2)  The directors of a public company must take all reasonable steps to ensure that the secretary or each joint secretary of the company is a person who appears to the directors to have the requisite knowledge and experience to discharge the functions of a secretary of a public company.

(3)  For the purposes of this section, a person—

(a)  who, immediately before 1st January, 1995, held the office of secretary, assistant secretary or deputy secretary of a public company;

(b)  who, for at least 3 of the 5 years immediately preceding his appointment as secretary, held the office of secretary to a public company;

(c)  who is a member in good standing of a recognised accounting body approved by the Registrar;

(d)  who is an attorney-at-law; or

(e)  who by virtue of his holding or having held any other position or having been a member of any other accounting or similar body appears to be capable of discharging the functions of a secretary of a public company;

may be assumed by a director of a public company to have the requisite knowledge and experience to discharge the functions of a secretary to the public company, if the director does not know otherwise.

Number of directors

60.      A company must have at least 1 director but a public company shall have no fewer than 3 directors, at least 2 of whom are not officers or employees of the company or any of its affiliates.

Restricted powers

61.      If the powers of the directors of a company to manage the business and affairs of the company are in whole or in part restricted by the articles or by-laws of the company, the directors have all the rights, powers and duties of the directors to the extent that the articles or by-laws do not restrict those powers, but the directors are thereby relieved of their duties and liabilities to the extent that the articles or by-laws restrict their powers.

Power to make by-laws

62.      At any time before the organisational meeting of directors held pursuant to section 64, the incorporators may make by-laws by signing them.

By-law powers

63.      (1) Unless the articles, a by-law, or any unanimous shareholder agreement otherwise provides, the directors of a company may by resolution make, amend, or repeal any by-laws for the regulation of the business or affairs of the company.

(2)  The directors of a company shall submit a by-law, or any amendment or repeal of a by-law made under subsection (1) to the shareholders of the company at the next meeting of shareholders after the making, amendment or repeal of the by-law, and the shareholders may, by ordinary resolution, confirm, amend or reject the by-law, amendment or repeal.

(3)  A by-law, or any amendment or repeal of a by-law, is effective from the date of the resolution of the directors making, amending or repealing the by-law until—

(a) the by-law, amendment or repeal is confirmed, amended or rejected by the shareholders under subsection (2); or

(b) the by-law, amendment or repeal ceases to be effective under subsection (4);

and, if the by-law, amendment or repeal is confirmed or amended by the shareholders, it continues in effect in the form in which it was confirmed or amended.

(4)  When a by-law, or an amendment or repeal of a by-law is not submitted to the shareholders as required by subsection (2), or is rejected by the shareholders, the by-law, amendment or repeal ceases to be effective, and no subsequent resolution of the directors to make, amend or repeal a bylaw having substantially the same purpose or effect is effective until the resolution is confirmed, with or without amendment, by the shareholders.

(5)  A shareholder who is entitled to vote at an annual meeting of shareholders may make a proposal to make, amend or repeal a by-law.

Organisational meeting

64.      (1) After the issue of a certificate of incorporation of a company, a meeting of the directors of the company shall be held at which—

(a)  the directors shall either issue at least one share or pass a resolution to dissolve the company under section 206; and

(b)  the directors may—

(i) make by-laws, unless by-laws have been made by the incorporators under section 62;

(ii)  adopt forms of share certificates and corporate records;

(iii)  appoint officers;

(iv)  appoint an auditor to hold office until the first annual meeting of shareholders;

(v)  make banking arrangements; and

(vi)  transact other business.

(2) An incorporator or a director may call a meeting of directors referred to in subsection (1) by giving by post not less than 7 clear days notice of the meeting to each director and stating in the notice the time and place of the meeting.

Individuals not qualified to act as directors

65.      (1) An individual who is prohibited by section 5(2) from being an incorporator of a company may not be a director of a company.

(2)  An individual who is disqualified under section 66 from being a director of a company, may not, during that period of disqualification, be a director of any company.

(3)  An individual who contravenes subsection (2) commits an offence.

Director’s disqualification order

66.      (1) When, on the application of the Registrar, it appears to the Court that an individual is unfit to be concerned in the management of a company, the Court may order that, without the prior leave of the Court, he may not be a director of the company, or, in any way, directly or indirectly, be concerned with the management of the company for such period—

(a)  beginning—

(i) with the date of the order, or

(ii) if the individual is undergoing, or is to undergo a term of imprisonment and the Court so directs, with the date on which he completes that term of imprisonment or is otherwise released from prison; and

(b)  not exceeding 5 years; as may be specified in the order.

(2)  In determining whether or not to make an order under subsection (1), the Court shall have regard to all the circumstances that it considers relevant, including any previous convictions of the individual in Anguilla or elsewhere for an offence involving fraud or dishonesty or in connection with the promotion, incorporation or management of any body corporate.

(3)  Before making an application under this section in relation to any individual, the Registrar shall give that individual not less than 10 days notice of the Registrar’s intention to make the application.

(4)  On the hearing of an application made by the Registrar under this section or an application for leave under this section to be concerned with the management of a company, the Registrar and any individual concerned with the application may appear and call attention to any matter that is relevant, and may give evidence and call witnesses.

(5)  The Registrar shall register any order made under this section in a Register of Disqualified Directors to be maintained by him for that purpose.

No share qualification required

67.      Unless the articles or by-laws of a company otherwise provide, a director of the company need not hold shares issued by the company.

Election of directors

68.      (1) A person must not be appointed a director of a company unless he has consented to be a director.

(2)  Each person named in the articles of incorporation as a person who has consented to be a first director of the company holds office as a director of the company from the issue of the certificate of incorporation of the company until the first meeting of the shareholders of the company.

(3)  Subject to section 70(b), the shareholders of a company shall by ordinary resolution at the first meeting of the company and at each following annual meeting at which an election of directors is required, elect directors to hold office for a term expiring not later than the close of the third annual meeting of the shareholders of the company following the election.

(4)  It is not necessary that all the directors of a company elected at a meeting of shareholders hold office for the same term.

(5)  A director who is not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of shareholders following his election.

(6)  Notwithstanding subsections (2), (3) and (5), if directors are not elected at a meeting of shareholders, the incumbent directors continue in office until their successors are elected.

(7)  If a meeting of shareholders fails, by reason of the disqualification, incapacity or death of any candidates, to elect the number or the minimum number of directors required by the articles of the company, the directors elected at that meeting may exercise all the powers of the directors as if the number of directors so elected constituted a quorum.

(8)  The articles or by-laws of a company or any unanimous shareholder agreement may, for terms expiring not later than the close of the third annual meeting of the shareholders following the election, provide for the election or appointment of directors by the creditors or employees of the company or by any classes of these creditors or employees.

Alternate directors

69.      (1) A meeting of the shareholders of a company may, by ordinary resolution, elect a person to act as a director in the alternative to a director of the company, or may authorise the directors to appoint such alternate directors as are necessary for the proper discharge of the affairs of the company.

(2) An alternate director shall have all the rights and powers of the director for whom he is elected or appointed in the alternative, except that he is not entitled to attend and vote at any meeting of the directors otherwise than in the absence of that other director.

Cumulative voting

70.      Where the articles of a company provide for cumulative voting, the following rules apply—

(a)  the articles shall require a fixed number, and not a minimum and maximum number of directors;

(b)  each shareholder who is entitled to vote at an election of directors has the right to cast a number of votes equal to the number of votes attached to the shares held by him, multiplied by the number of directors to be elected, and he may cast all his votes in favour of one candidate, or distribute them among the candidates in any manner;

(c)  a separate vote of shareholders shall be taken with respect to each candidate nominated for director unless a resolution is passed unanimously permitting 2 or more persons to be elected by a single resolution;

(d)  if a shareholder votes for more than one candidate without specifying the distribution of his votes among the candidates, he distributes his votes equally among the candidates for whom he votes;

(e)  if the number of candidates nominated for director exceeds the number of positions to be filled, the candidates who receive the least number of votes must be eliminated until the number of candidates remaining equals the number of positions to be filled;

(f)   each director ceases to hold office at the close of the first annual meeting of shareholders following his election;

(g)  a director may not be removed from office if the votes cast against his removal would be sufficient to elect him and those votes could be voted cumulatively at the election at which the same total number of votes were cast and the number of directors required by the articles were then being elected;

(h) the number of directors required by the articles may not be decreased if the votes cast against the motion to decrease would be sufficient to elect a director and those votes could be voted cumulatively at an election at which the same total number of votes were cast and the number of directors required by the articles were then being elected.

Termination of office

71.      (1) A director of a company ceases to hold office when—

(a)  he dies or resigns;

(b)  he is removed in accordance with section 72; or

(c)  he ceases to be qualified under section 65 or 66.

(2) The resignation of a director of a company becomes effective at the time his written resignation is sent to the company or at the time specified in the resignation, whichever is later.

Removal of directors

72.      (1) Subject to section 70(g), the shareholders of a company may—

(a)  by ordinary resolution at a special meeting, remove any director from office; or

(b)  where a director was elected for a term exceeding 1 year and is not up for re-election at an annual meeting, remove that director by ordinary resolution at that meeting.

(2)  Where the holders of any class or series of shares of a company have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series of shares.

(3)  Subject to sections 70(b) to (e), a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed, or, if the vacancy is not so filled, it may be filled pursuant to section 74.

Right of director to notice

73.      (1) A director of a company is entitled to receive notice of, and to attend and be heard at, every meeting of shareholders.

(2) A director—

(a)  who resigns;

(b)  who receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing him from office; or

(c)  who receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill the office of director, whether because of his resignation or removal, or because his term of office has expired or is about to expire;

may submit to the company a written statement giving the reasons for his resignation or the reasons why he opposes any proposed action or resolution.

(3)  The company shall forthwith file a copy of the statement referred to in subsection (2) with the Registrar and send a copy to every shareholder entitled to receive notice of any meeting referred to in subsection (1).

(4)  No company or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (3).

Filling vacancy among directors

74. (1) Subject to subsections (3) and (4), a quorum of directors of a company may fill a vacancy among the directors of the company, except a vacancy resulting from an increase in the number or minimum number of directors, or from a failure to elect the number or minimum number of directors required by the articles of the company.

(2)  If there is no quorum of directors, or if there has been a failure to elect the number or minimum number of directors required by the articles, the directors then in office shall forthwith call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting, or if there are no directors then in office, the meeting may be called by any shareholder.

(3)  Where the holders of any class or series of shares of a company have an exclusive right to elect one or more directors and a vacancy occurs among those directors—

(a)  then, subject to subsection (4), the remaining directors elected by that class or series may fill the vacancy except a vacancy resulting from an increase in the number or minimum number of directors for that class or series, or from a failure to elect the number or minimum number of directors for that class or series; or

(b)  if there are no such remaining directors, any holder of shares of that class or series may call a meeting of the holders thereof for the purpose of filling the vacancy.

(4)  The articles of a company may provide that a vacancy among the directors be filled only—

(a)  by a vote of the shareholders; or

(b)  by a vote of the holders of any class or series of shares having an exclusive right to elect one or more directors, if the vacancy occurs among the directors elected by that class or series.

(5) A director appointed or elected to fill a vacancy holds office for the unexpired term of his predecessor.

Number of directors changed

75.      The shareholders of a company may amend the articles of the company to increase, or, subject to section 70(h), to decrease, the number of directors or the minimum or maximum number of directors, but no decrease shortens the term of the incumbent director.

Notice of change of directors

76.      (1) A company and a foreign company registered under Division 3 of Part 4 must, within 15 days after a change is made among its directors or in the particulars registered in respect of a director, file a notice of the change containing the information in a prescribed form.

(2)  Any interested person, or the Registrar, may apply to the Court for an order to require a company to comply with subsection (1), and the Court may so order and make any further order it thinks fit.

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

Directors’ meetings

77.      (1) Unless the articles or by-laws of a company otherwise provide, the directors of a company may meet at any place, and upon such notice as the articles or by-laws require.

(2) Subject to the articles or by-laws, a majority of the number of directors or minimum number of directors required by the articles constitutes a quorum at any meeting of directors, and notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

Waiver of notice of directors’ meeting

78.      (1) A director may in any manner waive a notice of meeting of directors.

(2) Attendance of a director at a meeting of directors is a waiver of notice of the meeting by the director except when he attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

Adjourned directors’ meeting

79.      Notice of an adjourned meeting of directors need not be given if the time and place of the adjourned meeting is announced at the original meeting.

Company with one director

80.      Where a company has only one director—

(a)  that director present in person or by proxy is a quorum at meetings of the director; and

(b)  where the director takes any decision that has effect as a resolution of the directors, he shall, unless the decision is taken by way of a written resolution, provide the company with a written record of the resolution.

Telephone participation in meeting

81.      (1) Subject to the articles or by-laws of a company, a director may, if all the directors of the company consent, participate in a meeting of directors of the company or of a committee of the directors by means of any telephone or other communication facility that permits all persons participating in the meeting to hear each other.

(2) A director who participates in a meeting of directors by means described in subsection (1), is, for the purposes of this Act, present at the meeting.

Delegation of directors’ powers

82.      (1) Directors of a company may appoint from their number a managing director or a committee of directors and delegate to the managing director or committee any of the powers of the directors.

(2) Notwithstanding subsection (1), no managing director and no committee of directors of a company may—

(a)  submit to the shareholders any question or matter requiring the approval of the shareholders;

(b)  fill a vacancy among the directors or in the office of auditor;

(c)  issue shares except in the manner and on the terms authorised by the directors;

(d)  declare dividends;

(e)  purchase, redeem or otherwise acquire shares issued by the company;

(f)   pay a commission referred to in section 51;

(g)  approve any financial statements referred to in section 128; or (h) adopt, amend or repeal by-laws.

Validity of acts

83.      An act of a director or officer is valid notwithstanding any irregularity in his election or appointment or any defect in his qualification.

Resolution in lieu of meeting

84.      (1) When a resolution in writing is signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors—

(a)  the resolution is as valid as if it had been passed at a meeting of directors or a committee of directors; and

(b)  the resolution satisfies all the requirements of this Act relating to meetings of directors or committees of directors.

(2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors or committee of directors.

Directors’ liability for share issue

85.      Directors of a company who vote for, or consent to a resolution authorising, the issue of a share under section 31 for a consideration other than money are jointly and severally liable to the company to make good any amount by which the consideration received is less than the fair equivalent of the money that the company would have received if the share had been issued for money on the date of the resolution.

Directors’ liability for other acts

86.      Directors of a company who vote for, or consent to, a resolution authorising—

(a)  a purchase, redemption or other acquisition of shares contrary to sections 40, 41 and 42;

(b)  a commission contrary to section 51;

(c)  a payment of a dividend contrary to section 52 or 53; or

(d)  financial assistance contrary to section 54;

are jointly and severally liable to restore to the company any amounts so distributed or paid and not otherwise recovered by the company.

Contribution by directors

87.      A director who has satisfied a judgment founded on a liability under section 85 or 86 is entitled to contribution from the other directors who voted for or consented to the unlawful act upon which the judgment was founded.

Recovery by directors

88.      (1) A director who is liable under section 86 may apply to the Court for an order compelling a shareholder or other recipient to pay or deliver to the director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 40, 41, 42, 51, 52, 53 or 54.

(2) In connection with an application under subsection (1), the Court may, if it is satisfied that it is equitable to do so—

(a)  order a shareholder or other recipient to pay or deliver to a director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 40, 41, 42, 51, 52, 53, 54 or 99 to 103;

(b)  order a company to return or issue shares to a person from whom the company has purchased, redeemed or otherwise acquired shares; or

(c)  make any further order it thinks fit.

Director’s defence to liability

89.      A director of a company is not liable under section 85 if he did not know and could not reasonably have known that the share was issued for a consideration less than the fair equivalent of the money that the company would have received if the share had been issued for money.

Time limit on liability

90.      An action to enforce a liability imposed under section 85 or 86 may not be commenced after 2 years from the date of the resolution authorising the action complained of.

Interests in contracts to be disclosed

91.      (1) A director or officer of a company—

(a)  who is a party to a material contract or proposed material contract with the company; or

(b)  who is a director or an officer of any body, or has a material interest in any body, that is a party to a material contract or proposed material contract with the company;

shall disclose in writing to the company or request to have entered in the minutes of meetings of the directors the nature and extent of his interest.

(2)  The disclosure required by subsection (1) shall be made, in the case of a director of a company—

(a)  at the meeting at which a proposed contract is first considered;

(b)  if the director was not then interested in a proposed contract, at the first meeting after he becomes so interested;

(c)  if the director becomes interested after a contract is made, at the first meeting after he becomes so interested; or

(d)  if a person who is interested in a contract later becomes a director of the company, at the first meeting after he becomes a director.

(3)  The disclosure required by subsection (1) shall be made, in the case of an officer of a company who is not a director—

(a)  forthwith after he becomes aware that the contract, or proposed contract is to be considered, or has been considered, at a meeting of directors of the company;

(b)  if the officer becomes interested after a contract is made, forthwith after he becomes so interested; or

(c)  if a person who is interested in a contract later becomes an officer of the company, forthwith after he becomes an officer.

(4)  If a material contract or a proposed material contract is one that, in the ordinary course of the company’s business, would not require approval by the directors or shareholders of the company, a director or officer of the company shall disclose in writing to the company, or request to have entered in the minutes of a meeting of directors, the nature and extent of his interest forthwith after the director or officer becomes aware of the contract or proposed contract.

(5)  A director of a company who is referred to in subsection (1) may vote on any resolution to approve a contract that he has an interest in, if the contract—

(a)  is an arrangement by way of security for money loaned to, or obligations undertaken by him, for the benefit of the company or an affiliate of the company;

(b)  is a contract that relates primarily to his remuneration as a director, officer, employee or agent of the company or an affiliate of the company;

(c)  is a contract for indemnity or insurance under sections 99 to 103;

(d)  is a contract with an affiliate of the company; or

(e)  is a contract other than one referred to in paragraphs (a) to (d);

but, in the case of a contract described in paragraph (e), no resolution is valid unless notice of the nature and extent of the director’s interest in the contract is declared and disclosed in reasonable detail to the shareholders of the company and the resolution is approved by not less than two-thirds of the votes.

(6) A director who contravenes subsection (1) commits an offence.

Declaration of interest in contract

92.      For the purposes of section 91, a general notice to the directors of a company by a director or an officer of the company declaring that he is a director or officer of, or has a material interest in, another body, and is to be regarded as interested in any contract with that body is a sufficient declaration of interest in relation to the contract.

Avoidance of nullity of contract

93.      A material contract between a company and one or more of its directors or officers, or between a company and another body of which a director or officer of the company is a director or officer, or in which he has a material interest, is neither void nor voidable—

(a)  by reason only of that relationship; or

(b)  by reason only that a director with an interest in the contract is present at, or is counted to determine the presence of a quorum at, a meeting of directors or a committee of directors that authorised the contract;

if the director or officer disclosed his interest in accordance with section 91(2), (3) or (4) or section 92, as the case may be, and the contract was approved by the directors or the shareholders and was reasonable and fair to the company at the time it was approved.

Setting aside contract

94.      When a director or officer of a company fails to disclose, in accordance with section 91 or 92, his interest in a material contract made by the company, the Court may, upon the application of the company or a shareholder of the company, set aside the contract on such terms as the Court thinks fit.

Designation of officers, etc.

95.      Subject to this Act and to the articles or by-laws of a company or any unanimous shareholder agreement—

(a)  the directors of the company may designate the officers of the company, appoint as officers persons of full capacity, specify their duties and delegate to them powers to manage the business and affairs of the company, except powers to do anything referred to in section 82(2);

(b)  a director may be appointed to any office of the company; and

(c)  2 or more offices of the company may be held by the same person.

Borrowing powers

96.      (1) Unless the articles or by-laws of the company or any unanimous shareholder agreement relating to the company otherwise provide, the directors of the company may, without authorisation of the shareholders—

(a)  borrow money upon the credit of the company;

(b)  issue, re-issue, sell or pledge debentures of the company;

(c)  subject to section 54, give a guarantee on behalf of the company to secure performance of an obligation of any person; and

(d)  mortgage, charge, pledge, or otherwise create to secure any obligation of the company or any other person a security interest in all or any property of the company that is owned or subsequently acquired by the company.

(2) Notwithstanding section 82(2) and section 95(a), unless the articles or by-laws of, or any unanimous shareholder agreement relating to, a company otherwise provide, the directors of the company may by resolution delegate the powers mentioned in subsection (1) to a director, a committee of directors or any officer of the company.

Duty of care of directors and officers

97.      (1) Every director and officer of a company in exercising his powers and discharging his duties shall—

(a)  act honestly and in good faith with a view to the best interests of the company; and

(b)  exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

(2)  In determining what are the best interests of a company, a director shall have regard to the interest of the company’s employees in general as well as the interests of its shareholders.

(3)  The duty imposed by subsection (2) on the directors of a company is owed by them to the company alone and the duty is enforceable in the same way as any other fiduciary duty owed to a company by its directors.

(4)  No information about the business or affairs of a company shall be disclosed by a director or officer of the company except—

(a)  for the purposes of the exercise or performance of his functions as a director or officer;

(b)  for the purposes of any legal proceedings;

(c)  pursuant to the requirements of any enactment; or

(d)  when authorised by the company.

(5)  Every director and officer of a company shall comply with this Act and the regulations, the articles and by-laws of the company, and any unanimous shareholder agreement relating to the company.

(6)  Subject to section 124(2), no provision in a contract, the articles of a company, its by-laws or any resolution relieves a director or officer of the company from the duty to act in accordance with this Act or the regulations or relieves him from liability for a breach of this Act or the regulations.

Dissenting to resolutions

98. (1) A director who is present at a meeting of the directors or of a committee of directors consents to any resolution passed or action taken at that meeting, unless—

(a)  he requests that his dissent be, or his dissent is, entered in the minutes of the meeting;

(b)  he sends his written dissent to the secretary of the meeting before the meeting is adjourned; or

(c)  he sends his dissent by registered post or delivers it to the registered office of the company immediately after the meeting is adjourned.

(2)  A director who votes for, or consents to, a resolution may not dissent under subsection (1).

(3)  A director who was not present at a meeting at which a resolution was passed or action taken is presumed to have consented thereto unless, within 7 days after he becomes aware of the resolution, he—

(a)  causes his dissent to be placed with the minutes of the meeting; or

(b)  sends his dissent by registered post or delivers it to the registered office of the company.

(4)  A director is not liable under section 85, 86 or 97 if he relies in good faith upon—

(a)  financial statements of the company represented to him by an officer of the company; or

(b)  a report of an attorney-at-law, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by him.

Indemnifying directors and others

99.      (1) Except in respect of an action by or on behalf of a company or body corporate to obtain a judgment in its favour, a company may indemnify—

(a)  a director or officer of the company;

(b)  a former director or officer of the company; or

(c)  a person who acts or acted at the company’s request as a director or officer of a body corporate of which the company is or was a shareholder or creditor;

and his legal representatives, against all costs, charges and expenses (including an amount paid to settle an action or satisfy a judgment) reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being, or having been, a director or officer of that company or body corporate.

(2) Subsection (1) does not apply unless the director or officer to be so indemnified—

(a)  acted honestly and in good faith with a view to the best interests of the company; and

(b)  in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful.

Indemnity for derivative action

100.    A company may with the approval of the Court indemnify a person referred to in section 99 in respect of an action—

(a)  by or on behalf of the company to obtain a judgment in its favour; and

(b)  to which he is made a party by reason of being or having been a director or an officer of the company;

against all costs, charges and expenses reasonably incurred by him in connection with the action, if he fulfils the conditions set out in section 99(2).

Right to indemnity

101.    Notwithstanding anything in section 99 or 100, a person described in section 99 is entitled to indemnity from the company in respect of all costs, charges and expenses reasonably incurred by him in connection with the defence of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being, or having been, a director or officer of the company or body corporate, if the person seeking indemnity—

(a)  was substantially successful on the merits in his defence of the action or proceeding;

(b)  qualified in accordance with the standards set out in section 99 or 100; and

(c)  is fairly and reasonably entitled to indemnity.

Insurance of directors, etc.

102.    A company may purchase and maintain insurance for the benefit of any person referred to in section 99 against any liability incurred by him under section 97(1)(b) in his capacity as a director or officer of the company.

Court approval of indemnity

103.    (1) A company or person referred to in section 99 may apply to the Court for an order approving an indemnity under section 100 or 101, and the Court may so order and make any further order it thinks fit.

(2)  An applicant under subsection (1) shall give the Registrar notice of the application and the Registrar may appear and be heard at the hearing of the application.

(3)  Upon an application under subsection (1), the Court may order notice to be given to any interested person, and that person may appear and be heard at the hearing of the application.

Remuneration

104.    Subject to its articles or by-laws or any unanimous shareholder agreement, the directors of a company may fix the remuneration of the directors, officers and employees of the company.

Our latest offshore news
30/09/2006
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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.