THE BAHAMAS THE INTERNATIONAL BUSINESS COMPANIES ACT, 2000

PART X LIMITED DURATION COMPANY

169. In this Part –

"limited duration company" means an International Business Company registered in accordance with this Part.

170.

(1)   An International Business Company may at any time apply to the Registrar to be registered as a limited duration company.

(2)   An application may also be made at the same time as an application is made —

(a)     to incorporate a company under section 3; or

(b)     to continue the incorporation of a company under section 83.

(3) An application under this section shall in addition to any other fee that may be payable be accompanied by an application fee of two hundred dollars.

171.

(1)   The Registrar shall register as a limited duration company a company that has made application under section 170 if —

(a)     the company has at least two subscribers or two members;

(b)     where the company was not already incorporated as an International Business Company prior to the application —

(i) the Memorandum of the company limits the company's duration to a period of 30 years or less, and

(ii) the name of the company includes the word "Limited Duration Company" or the abbreviation "LDC"; and

(c)     where the company was already incorporated as an International Business Company prior to the application —

(i)    the Registrar has been supplied, where the duration of the company is not already limited to a period of 30 years or less, with a certified copy of a resolution of the company altering its Memorandum to limit the duration of the company to a period of 30 years or less, and

(ii) the Registrar has been supplied, in accordance with section 18(2), with a copy of the amendment changing its name to a name that includes the word "Limited Duration Company" or the abbreviation "LDC".

(2)   On registering an International Business Company as a limited duration company the Registrar shall —

(a)     where the company was not already incorporated as an International Business Company prior to the application, certify in the certificate of incorporation issued in accordance with section 15(2) or the certificate of continuation issued in accordance with section 83(1)(d) that the company is registered as a limited duration company; and

(b)   where the company was already incorporated as an International Business Company prior to the application, certify in the certificate of incorporation issued in accordance with section 15(2) that the company is registered as a limited duration company stating the date of such registration.

(3)   A resolution passed for the purpose of subsection (1)(c) shall have no effect until the company is registered as a limited duration company.

172.

(1)   The Articles of a limited duration company may provide that the transfer of any share or other interest of a member of the company shall require the unanimous resolution of all the other members.

(2)   The Articles of a limited duration company may provide that the management of the company is vested in the members of the company in their capacity as such either equally or in proportion to their share or other ownership interest in the company or in such other manner as may be specified in the Articles.

(3)   Where the Articles of a limited duration company contain the provisions referred to in subsection (2) the Articles may contain such other provisions concerning management as the members see fit including but not limited to power for the members to appoint managing agents removable with or without cause at any time and subject to supervision by the members.

173.

(1)   A limited duration company shall be taken to have commenced voluntary winding up and dissolution —

(a)    when the period fixed for the duration of the company expires;

(b)   if the members of the company pass a resolution that the company be wound up voluntarily; or

(c)    subject to any contrary provision in the Memorandum or Articles of the company, on the expiry of a period of 90 days starting on -

(i) the death, insanity, bankruptcy, withdrawal, retirement or resignation of a member of the company,

(ii) the redemption, purchase, or cancellation of all the shares of a member of the company, or

(iii) the occurrence of any event which under the Memorandum or Articles of the company terminates the membership of a member of the company,

unless there remain at least two members of the company and the company is continued in existence by the written resolution of such members pursuant to amended Articles of the company adopted during the period of 90 days.

(2)   Where the winding–up of a limited duration company is taken to have commenced by virtue of subsection (1) the members of the company shall by resolution appoint a liquidator for the purpose of the winding–up but if they fail to do so section 132(2) shall apply.

(3) Sections 130 and 131shall have no application to a limited duration company.

174.

(1)   A company shall cease to be a limited duration company if —

(a)    the Registrar issues a certificate of dissolution under section 137(6)(b);

(b)   the Registrar issues a certificate of incorporation in accordance with section 12(5) which records a change of name for the company that does not include the words "Limited Duration Company" or the abbreviation "LDC"; or

(c)    the company passes a resolution in accordance with section 18 to alter its Memorandum to provide for a period of duration of the company that exceeds or is capable of exceeding 30 years,

and in the case of paragraph (b) or (c) the company pays a cancellation fee of two hundred dollars.

(2)   On a company ceasing to be a limited duration company —

(a)    the Registrar shall, where the company has ceased to be a limited duration company by virtue of subsection (1)(b) or (c), issue to the company a certificate of incorporation altered to meet the circumstances of the case; and

(b)   in all cases the certificate issued by virtue of section 172(2) shall cease to have effect.

(3)   A resolution passed for the purpose of subsection (1)(c) has no effect until a certificate of incorporation is issued by the Registrar under subsection (2).

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