INTERIM REVISED STATUTES OF ANGUILLA 2000
COMPANIES ACT
Division 5

Shareholders of Companies

Place of meetings

105.    (1) The articles or by-laws of a company may specify one or more places, within or outside Anguilla, where meetings of shareholders of the company may be held.

(2)  Each meeting of shareholders must be held at one of the places specified in the articles or by-laws or, in the absence of such a provision, at the place within Anguilla that the directors determine.

(3)  Notwithstanding subsection (2), a meeting of shareholders may be held at a place outside Anguilla that is not specified in the articles or by-laws if all the shareholders entitled to vote at that meeting so agree, and a shareholder who attends the meeting agrees to it being so held unless he attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.

Shareholders’ meetings

106.    (1) Subject to subsections (2) and (3), the directors of a company—

(a) shall in each year call an annual meeting of shareholders; and

(b) may at any time call a special meeting of shareholders.

(2) An annual meeting of shareholders of a company need not be called in its first year of existence if the directors of a company call an annual meeting of shareholders to be held not later than 18 months after the company comes into existence.

(3) Not more than 15 months shall elapse between the date of one annual meeting of shareholders and the next.

Record date of shareholders

107.    (1) For the purpose of—

(a)  determining the shareholders of the company who are— (i) entitled to receive payment of a dividend, or

(ii) entitled to participate in a winding-up distribution; or

(b)  determining the shareholders of the company for any purpose except the right to receive notice of, or to vote at, a meeting;

the directors may fix in advance a date as the record date for the determination of shareholders, but that record date shall not precede by more than 30 days the particular action to be taken.

(2) For the purpose of determining shareholders who are entitled to receive notice of a meeting of shareholders of the company, the directors of the company may fix in advance a date as the record date for the determination of shareholders, but the record date shall not precede by more than 30 days or by less than 7 days the date on which the meeting is to be held.

Statutory record date

108.    If no record date is fixed—

(a)  the record date for determining the shareholders who are entitled to receive a notice of a meeting of the shareholders is—

(i) the close of business on the date immediately preceding the day on which the notice is given, or

(ii) if no notice is given, the day on which the meeting is held; and

(b)  the record date for the determination of shareholders for any purpose other than the purpose specified in paragraph (a) is the close of business on the day on which the directors pass the resolution relating to that purpose.

Notice of record date

109.    If a record date is fixed under section 107, notice of it shall, in the case of a public company, be given by advertisement in a newspaper distributed in Anguilla not less than 7 days before the date so fixed.

Notice of shareholders’ meeting

110.    (1) Notice of the time and place of a meeting of shareholders shall be sent not less than 7 days nor more than 30 days before the meeting—

(a) to each shareholder entitled to vote at the meeting;

(b)  to each director; and

(c)  to the auditor of the company.

(2)  A notice of a meeting of shareholders of a company is not required to be sent to shareholders of the company who were not registered on the records of the company or its transfer agent on the record date determined under section 107 or 108, as the case may be, but failure to receive notice does not deprive a shareholder of the right to vote at the meeting.

(3)  If a meeting of shareholders is adjourned for less than 30 days, it is not necessary, unless the by-laws otherwise provide, to give notice of the adjourned meeting other than by announcement at the earliest meeting that is adjourned.

(4)  If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting.

Special business

111.    (1) All business transacted at a special meeting of shareholders, and all business transacted at an annual meeting of shareholders, is special business, except—

(a)  the consideration of the financial statements;

(b)  the directors’ report, if any;

(c)  the auditor’s report, if any;

(d)  the sanction of dividends;

(e)  the election of directors; and

(f)   the re-appointment of the incumbent auditor.

(2) Notice of a meeting of shareholders at which special business is to be transacted shall state—

(a)  the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgement on it; and

(b)  the text of any special resolution to be submitted to the meeting.

Shareholders’ meetings

112.    (1) A shareholder and any other person who is entitled to attend a meeting of shareholders may in any manner waive notice of the meeting, and the attendance of any person at a meeting of shareholders is a waiver of notice of the meeting by that person unless 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.

(2) Subject to the by-laws of a company, a shareholder may, if all the shareholders of the company consent, participate in a meeting of shareholders of the company by means of a telephone or other communication facility that permits all persons participating in the meeting to hear each other.

List of shareholders

113.    (1) A company shall—

(a)  not later than 10 days after the record date is fixed under section 107(2), if a record date is so fixed; or

(b)  if no record date is fixed—

(i) at the close of business on the date immediately preceding the day on which the notice is given, or

(ii) if no notice is given, as of the day on which the meeting is held;

prepare a list of its shareholders who are entitled to receive notice of a meeting, arranged in alphabetical order and showing the number of shares held by each shareholder.

(2)  When a company fixes a record date under section 107(2), a person named in the list prepared under paragraph (1)(a) is, subject to subsection (3), entitled at the meeting to which the list relates to vote the shares shown opposite his name.

(3)  Where a person has transferred the ownership of any of his shares in a company after the record date fixed by the company, if the transferee of those shares—

(a)  produces properly endorsed share certificates to the company or otherwise establishes to the company that he owns the shares; and

(b)  demands, not later than 10 days before the meeting of the shareholders of the company, that his name be included in the list of shareholders before the meeting;

the transferee may vote his shares at the meeting.

(4)  When a company does not fix a record date under section 107(2), a person named in a list of shareholders prepared under paragraph (1)(b) may, at the meeting to which the list relates, vote the share shown opposite his name.

Examination of list

114.    A shareholder of a company may examine the list of its shareholders—

(a)  during usual business hours at the registered office of the company or at the place where its register of shareholders is maintained; and

(b)  at the meeting of shareholders for which the list was prepared.

Quorum at meetings

115.    (1) Unless the by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders if the holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy.

(2)  If a quorum is present at the opening of a meeting of shareholders, the shareholders present may, unless the by-laws otherwise provide, proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.

(3)  If a quorum is not present within 30 minutes of the time appointed for a meeting of shareholders, the meeting stands adjourned to the same day 2 weeks thereafter, at the same time and place and, if at the adjourned meeting, a quorum is not present within 20 minutes of the appointed time, the shareholders present constitute a quorum.

(4)  When a company has only one shareholder, or has only one shareholder of any class or series of shares, that shareholder present in person or by proxy is a quorum at meetings of the shareholder.

Right to vote share

116.    Unless the articles of the company otherwise provide, on a show of hands a shareholder or proxy holder has one vote, and upon a poll a shareholder or proxy holder has one vote for every share held.

Representation of other body

117.    (1) When a body corporate or association is a shareholder of a company, the company shall recognise any individual authorised by a resolution of the directors or governing body of the body corporate or association to represent it at meetings of shareholders of the company.

(2) An individual who is authorised as described in subsection (1) may exercise, on behalf of the body corporate or association that he represents, all the powers it could exercise if it were an individual shareholder.

Joint shareholders

118.    Unless the by-laws otherwise provide, if 2 or more persons hold shares jointly, one of those holders present at a meeting of shareholders may, in the absence of the other, vote the shares but, if 2 or more of those persons who are present in person or by proxy vote, they shall vote as one on the share jointly held by them.

Voting method at meeting

119.    (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders shall be by a show of hands except when a ballot is demanded by a shareholder or proxy holder entitled to vote at the meeting.

(2) A shareholder or proxy holder may demand a ballot before or after any vote by show of hands.

Resolution in writing

120.    (1) Except where a written statement is submitted by a director under section 73 or an auditor under section 144—

(a) a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it has been passed at a meeting of the shareholders; and

(b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders, and signed by all the shareholders entitled to vote at the meeting, satisfies all the requirements of this Act relating to meetings of shareholders.

(2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of shareholders, but failure to keep the copy in that manner does not render void any action taken by the company.

Requisitioned shareholders’ meetings

121.    (1) The holders of not less than 5% of the issued shares of a company that carry the right to vote at a meeting sought to be held by them may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition.

(2)  The requisition referred to in subsection (1), which may consist of several documents of like form, each signed by one or more shareholders of the company, shall state the business to be transacted at the meeting and shall be sent to each director and to the registered office of the company.

(3)  Upon receiving a requisition referred to in subsection (1), the directors shall call a meeting of shareholders to transact the business stated in the requisition, unless—

(a)  a record date has been fixed under section 107(2) and notice of it has been given under section 109; or

(b)  the directors have called a meeting of shareholders and have given notice of it under section 110.

(4)  If, after receiving a requisition referred to in subsection (1), the directors do not call a meeting of shareholders within 21 days after receiving the requisition, any shareholder who signed the requisition may call the meeting.

Controverted elections and appointments

122.    (1) A company or a shareholder or director of the company may apply to the Court to determine any controversy with respect to an election or appointment of a director or auditor of the company.

(2) Upon an application made under this section, the Court may make any order it thinks fit including—

(a)  an order restraining a director or auditor whose election or appointment is challenged from acting, pending determination of the dispute;

(b)  an order declaring the result of the disputed election or appointment;

(c)  an order requiring a new election or appointment, and including in the order directions for the management of the business and affairs of the company until a new election is held, or appointment made; and

(d)  an order determining the voting rights of shareholders and of persons claiming to own shares.

Pooling agreements

123.    A written agreement between 2 or more shareholders of a company may provide that in exercising voting rights the shares held by them will be voted as provided in the agreement.

Unanimous shareholder agreements

124.    (1) An otherwise lawful written agreement among all the shareholders of a company, or among all the shareholders and a person who is not a shareholder, that restricts, in whole or in part, the powers of the directors of the company to manage the business and affairs of the company is valid.

(2)  A shareholder who is a party to any unanimous shareholder agreement has all the rights, powers and duties, and incurs all the liabilities of a director of the company to which the agreement relates, to the extent that the agreement restricts the discretion or powers of the directors to manage the business and affairs of the company, and the directors are thereby relieved of their duties and liabilities to the same extent.

(3)  If a person who is the beneficial owner of all the issued shares of a company makes a written declaration that restricts in whole or in part the powers of the directors to manage the business and affairs of the company, the declaration constitutes a unanimous shareholder agreement.

(4)  Where any unanimous shareholder agreement is executed or terminated, written notice of that fact, together with the date of the execution or termination of it, shall be filed with the Registrar within 15 days after the execution or termination.

Shareholder approval of extraordinary transactions

125.    (1) A sale, lease or exchange of all, or substantially all, the property of a company other than in the ordinary course of business of the company requires the approval of the shareholders in accordance with this section.

(2)  A notice complying with section 110 of a meeting of shareholders shall be sent in accordance with that section to each shareholder and shall—

(a)  include or be accompanied by a copy or summary of the agreement of sale, lease or exchange; and

(b)  state that a dissenting shareholder is entitled to be paid the fair value of his shares;

but failure to make the statement referred to in paragraph (b) does not invalidate a sale, lease or exchange referred to in subsection (1).

(3)  At the meeting referred to in subsection (2), the shareholders may authorise the sale, lease or exchange of the property, and may fix, or authorise the directors to fix, any of the terms and conditions of the sale, lease or exchange.

(4)  Each share of the company carries the right to vote in respect of a sale, lease or exchange referred to in subsection (1), whether or not it otherwise carries the right to vote.

(5)  The shareholders of a class or series of shares of the company are entitled to vote separately as a class or series in respect of a sale, lease or exchange in a manner different from the shares of another class or series.

(6)  A sale, lease or exchange referred to in subsection (1) is adopted when the shareholders of each class or series of shares who are entitled to vote on it have, by special resolution, approved of the sale, lease or exchange.

(7)  The directors of a company, if authorised by the shareholders approving a proposed sale, lease or exchange, may, subject to the rights of third parties, abandon the sale, lease or exchange without any further approval of the shareholders.

(8)  A company that contravenes subsection (2) commits an offence.

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