Part 7


Former-Act Companies

Former-Act company

277.    (1) On 1st January, 1995—

(a)  all corporate instruments of a former-Act company; and

(b)  all cancellations, suspensions, proceedings, acts, registrations and things;

lawfully done under any provision of the former Act are presumed to have been lawfully done under this Act, and continue in effect under this Act as though they had been lawfully done under this Act.

(2) For the purposes of this section, “lawfully done” means to have been lawfully granted, issued, imposed, taken, done, commenced, filed, or passed, as the circumstances require.

Effect of corporate instrument

278.    (1) Notwithstanding any other provision of this Act, but subject to subsection (3), if any provision of a corporate instrument of a former-Act company lawfully in force immediately before 1st January, 1995 is inconsistent with, repugnant to, or not in compliance with, this Act, that provision is not illegal or invalid only by reason of that inconsistency, repugnancy or non-compliance.

(2) Any act, matter or proceeding or thing done or taken by the former-Act company or any director, shareholder, member or officer of the company under the provision mentioned in subsection (1) is not illegal or invalid by reason only of the inconsistency, repugnancy or non-compliance mentioned in that subsection, or by reason of being prohibited or not authorised by the law as it is after 1st January, 1995.

(3) Section 97 applies to a former-Act company immediately upon 1st January, 1995.

Continuation as company

279.    Every former-Act company shall, within 2 years after 1st January, 1995, apply to the Registrar for a certificate of continuance under this Act.

Amending instrument

280.    Within the period referred to in section 279, any amendments to, or replacement of, the corporate instruments of a former-Act company shall be made as nearly as possible in accordance with this Act.

Articles of continuance

281.    (1) Articles of continuance may, without so stating in the articles, effect any amendment to the corporate instruments of a former-Act company if the amendment is an amendment that a company incorporated under this Act can make in its articles.

(2)  Articles of continuance in prescribed form shall be filed with the Registrar.

(3)  A shareholder or member may not dissent under section 161 in respect of an amendment made under subsection (1).

Certificate of continuance

282.    (1) Upon receipt of an application under this Division, the Registrar shall, if the applicant complies with all reasonable requirements of the Registrar to have the continued company accord with the requirements of this Act, issue a certificate of continuance to the former-Act company.

(2) On the date shown in the certificate of continuance—

(a)  the former-Act company becomes a company to which this Act applies as if it had been incorporated under this Act;

(b)  the articles of continuance are the articles of incorporation of the continued company; and

(c)  except for the purposes of section 64(1), the certificate of continuance is the certificate of incorporation of the continued company.

Preservation of company

283.    (1) When a former-Act company is continued as a company under this Act—

(a)  the property of the former-Act company continues to be the property of the company;

(b)  the company continues to be liable for the obligations of the former-Act company;

(c)  an existing cause of action, claim or liability to prosecute is unaffected;

(d)  a civil, criminal or administrative action or proceeding pending by or against the former-Act company may be continued by or against the company; and

(e)  a conviction against, or ruling, order or judgment in favour of or against the former-Act company may be enforced by or against the company.

(2)  When the Registrar determines, on the application of a former-Act company, that it is not practicable to change a reference to the nominal or par value of shares of a class or series that the former-Act company was authorised to issue before it was continued as a company under this Act, the Registrar may, notwithstanding section 28, permit the company to continue to refer in its articles to those shares, whether issued or non-issued as shares having a nominal or par value.

(3)  A company shall set out in its articles the maximum number of shares of a class or series referred to in subsection (2), and it may not amend its articles to increase that maximum number of shares or to change the nominal or par value of the shares.

Previous shares

284.    (1) A share of a former-Act company issued before the company was continued under this Act is presumed to have been issued in compliance with this Act and with the provisions of the articles of continuance, irrespective of whether the share is fully paid, and irrespective of any designation, rights, privileges, restrictions or conditions attached to the share, or set out on, or referred to in, the certificate representing the share, and the continuance under this Act does not deprive a shareholder of any right or privilege that he claims under an issued share of the company, nor does it relieve him of any liability in respect of an issued share of the company.

(2) For the purposes of this section, “share” includes an instrument issued pursuant to section 37(1).

Continuance not applied for in time

285.    (1) Subject to this section, a former-Act company that does not apply to the Registrar for a certificate of continuance within the time limit under section 279 shall, on the expiration of that time be deemed to be continued under this Act.

(2)  The Court may, on the application of a company deemed to be continued pursuant to subsection (1) or of the Registrar, make such order as it thinks fit for the purpose of securing the company’s compliance with this Act or otherwise in respect of its continuance under this Act.

(3)  Where a company makes an application under this section, it shall give the Registrar notice thereof and, where the Registrar is the applicant under this section, he shall give the company notice thereof and on any application the company and the Registrar are entitled to appear and be heard.

(4)  The cost of an application under this section shall, unless the Court otherwise orders, be paid by the company.

Effect of earlier references

286.    (1) A reference in any corporate instrument of any body corporate to the former Act or any procedure under the former Act in relation to any former-Act company continued under this Act, shall be construed as a reference to the provisions of this Act or procedure thereunder that is the equivalent provision or procedure under this Act.

(2) When there is no equivalent provision in this Act to the provision or procedure in or under the former Act referred to in the corporate instrument of a body corporate, the provision or proceeding of the former Act is to be applied, and stands unrepealed to the extent necessary to give effect to that reference in the corporate instrument.

Shares with nominal or par value

287.    Subject to section 283(2), when a former-Act company is continued under this Act, a share with nominal or par value issued by the company before it was so continued is, for the purposes of section 28(2), deemed to be a share without nominal or par value.

Stated capital accounts

288.    When a former-Act company is continued under this Act—

(a)  then, notwithstanding section 33(2), it is not required to add to a stated capital account any consideration received by it before it was continued, unless the shares in respect of which the consideration is received are issued after the company is continued under this Act;

(b)  an amount unpaid in respect of a share issued by the former-Act company before it was continued shall be added to the stated capital account that is maintained for the shares of that class or series; and

(c)  its stated capital account for the purposes of— (i) section 40(2),

(ii) section 45, and

(iii) section 54(2)(b),

includes the amount that would have been included in stated capital if the company had been incorporated under this Act.


289.    This Act may be cited as Companies Act, Interim Revised Statutes of Anguilla, Chapter 1.


290.    The Companies Ordinance, 1994, Ord. 14/1994, is repealed.

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