i e AT 2 of 1931 COMPANIES ACT 1931

Transcription

1 i e AT 2 of 1931 COMPANIES ACT 1931

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3 Companies At 1931 Index i e COMPANIES ACT 1931 Index Setion Page PART I INCORPORATION OF COMPANIES AND MATTERS INCIDENTAL THERETO 17 Memorandum of Assoiation 17 1 Mode of forming inorporated ompany Requirements with respet to memorandum Signature of memorandum Restrition on alteration of memorandum Mode in whih and extent to whih objets of ompany may be altered Artiles of Assoiation 21 6 Artiles presribing regulations for ompanies Regulations required in ase of unlimited ompany Adoption and appliation of Table A Printing and signature of artiles Alteration of artiles by speial resolution Form of Memorandum and Artiles Statutory forms of memorandum and artiles Registration Registration of memorandum and artiles Effet of registration Power of ompany to hold lands Conlusiveness of ertifiate of inorporation Registration and re-registration of ompany as limited or unlimited A Re-registration under Companies At Provisions with respet to Names of Companies Prohibition of use of undesirable names Power to dispense Limited in name of haritable and other ompanies Change of name General Provisions with respet to Memorandum and Artiles Effet of memorandum and artiles AT 2 of 1931 Page 3

4 Index Companies At Provision as to memorandum and artiles of ompanies limited by guarantee Alterations in memorandum or artiles inreasing liability to ontribute to share apital not to bind existing members without onsent Copies of memorandum and artiles to be given to members Issued opies of memorandum to embody alterations Membership of Company Definition of member Private Companies Meaning of 'private ompany' Cirumstanes in whih ompany eases to be, or to enjoy privileges of, a private ompany Redution of Number of Members below Legal Minimum Prohibition of arrying on business with fewer than two members Contrats, et Company ontrats A Exeution of douments B Pre-inorporation ontrats, deeds and obligations Bills of exhange and promissory notes Exeution of deeds abroad Power for ompany to have offiial seal for use outside the Isle of Man Authentiation of Douments Authentiation of douments PART II SHARE CAPITAL AND DEBENTURES 33 Prospetus Dating of prospetus Prospetus to ontain material information [Repealed] Expert's onsent to issue of prospetus ontaining statement by him Registration of prospetus A [Repealed] B Civil liability for mis-statements in prospetus C Criminal liability for mis-statements in prospetus D Doument ontaining offer of shares or debentures for sale to be deemed prospetus DA Diretions onerning defetive prospetuses E Interpretation of provisions relating to prospetuses Allotment Prohibition of allotment unless minimum subsription reeived [Repealed] Effet of irregular allotment Return as to allotments A Rights to damages et not affeted Page 4 AT 2 of 1931

5 Companies At 1931 Index Commissions and Disounts Power to pay ertain ommissions, and prohibition of payment of all other ommissions, disounts, et Statement in balane sheet as to ommissions and disounts [Repealed] Issue of Redeemable Preferene Shares and Shares at Disount Appliation of premiums reeived on issue of shares A Power to issue redeemable preferene shares Power to issue shares at a disount Misellaneous Provisions as to Share Capital Power of ompany to arrange for different amounts being paid on shares Reserve liability of limited ompany Power of ompany limited by shares to alter its share apital Notie to Department of onsolidation of share apital, onversion of shares into stok, et Notie of inrease of share apital Power of unlimited ompany to provide for reserve share apital on reregistration Power of ompany to pay interest out of apital in ertain ases [Repealed] Redution of Share Capital Speial resolution for redution of share apital Appliation to ourt for onfirming order, objetions by reditors, and settlement of list of objeting reditors Order onfirming redution and powers of ourt on making suh order Registration of order and minute of redution Liability of members in respet of redued shares Penalty on onealment of name of reditor Variation of Shareholders' Rights Rights of holders of speial lasses of shares Transfer of Shares and Debentures, Evidene of Title, et Nature of shares Transfer not to be registered exept on prodution of instrument of transfer Transfer by personal representative Registration of transfer at request of transferor Notie of refusal to register transfer Duties of ompany with respet to issue of ertifiates Certifiate to be evidene of title Evidene of grant of probate A Conversion of bearer shares Prohibition of bearer shares Penalty for personation of shareholder Offenes in onnetion with share warrants AT 2 of 1931 Page 5

6 Index Companies At 1931 Speial Provisions as to Debentures Right of debenture holders and shareholders to inspet register of debenture holders and to have opies of trust deed Perpetual debentures Power to re-issue redeemed debentures in ertain ases Speifi performane of ontrats to subsribe for debentures Payment of ertain debts out of assets subjet to floating harge in priority to laims under the harge PART III REGISTRATION OF CHARGES 64 Registration of Charges with Department Registration of harges reated by ompanies Duty of ompany to register harges reated by ompany Duty of ompany to register harges on property aquired Register of harges to be kept by Department A Notie Endorsement of ertifiate of registration on debentures Entry of satisfation Retifiation of register of harges A Registration of supplemental partiulars Registration of enforement of seurity Provisions as to Company's Register of Charges and as to Copies of Instruments reating Charges Copies of instruments reating harges to be kept by ompany Company's register of harges Right to inspet opies of instruments reating mortgages and harges and ompany's register of harges Provisions as to borrowing powers not to apply where onferred by At of Tynwald Appliation of Part III to Companies inorporated outside the Isle of Man Appliation of Part III to harges reated, and property subjet to harge aquired by ompany inorporated outside IOM Transitional Provision as to matters required to be registered under this At, but not under former Ats Provision as to harges reated, and harges on property aquired, by ompany before ommenement of At PART IV MANAGEMENT AND ADMINISTRATION 74 Registered Offie and Name [Repealed] Publiation of name by ompany A Partiulars to be inluded in business letters, et Restritions on Commenement of Business 75 Page 6 AT 2 of 1931

7 Companies At 1931 Index 95 Restritions on ommenement of business Register of Members Register of members A Statement that ompany has only one member Index of members of ompany Provision as to entries in register in relation to share warrants Inspetion of register of members A Non-ompliane with ss 96, 97, 99: agent's default Power to lose register Power of ourt to retify register Trusts not to be entered on register Register to be evidene Branh Register Power for ompany to keep branh register Regulations as to branh register Provisions as to branh registers of overseas ompanies kept in the Isle of Man Annual Return Annual return to be made by ompany having a share apital Annual return to be made by ompany not having share apital and ompany limited by guarantee and having a share apital General provisions as to annual returns Certifiates to be sent by private ompany with annual return Meetings and Proeedings Annual general meeting [Repealed] Convening of extraordinary general meeting on requisition Provisions as to meetings and votes A Quorum at meetings of the sole member Representation of ompanies at meetings of other ompanies and of reditors Provisions as to extraordinary and speial resolutions Registration and opies of ertain resolutions and agreements Resolutions passed at adjourned meetings Written resolutions of private ompanies A Written resolutions of private ompanies B Rights of auditors in relation to written resolution C Written resolutions: supplementary provisions Minutes of proeedings of meetings and diretors A Reording of written resolutions B Reording of deisions by the sole member Inspetion of minute books Aounts and Audit [Repealed] AT 2 of 1931 Page 7

8 Index Companies At [Repealed] [Repealed] [Repealed] [Repealed] [Repealed] Aounts to ontain partiulars as to loans to, and remuneration of diretors, et and 129 [Repealed] [Repealed] to 133 [Repealed] Inspetion Investigation of affairs of ompany by inspetors appointed by ourt Proeedings on report by inspetors Power of ompany to appoint inspetors Report of inspetors to be evidene Diretors and Managers [Repealed] [Repealed] Qualifiation of diretor or manager [Repealed] A Resolution to remove diretor B Diretor's right to protest removal Validity of ats of diretors Register of diretors Partiulars with respet to diretors in offiial douments Limited ompany may have diretors with unlimited liability Speial resolution of limited ompany making liability of diretors unlimited Statement as to remuneration of diretors to be furnished to shareholders Dislosure by diretors of interest in ontrats A Contrats with sole members who are diretors Provision as to payments reeived by diretors for loss of offie or on retirement Provisions as to assignment of offie by diretors Avoidane of Provisions in Artiles or Contrats relieving Offiers from Liability Provisions as to liability of offiers and auditors Arrangements and Reonstrutions Power to ompromise with reditors and members Provisions for failitating reonstrution and amalgamation of ompanies Power to aquire shares of shareholders dissenting from sheme or ontrat approved by majority Takeovers and mergers A Regulations onerning takeovers and mergers Page 8 AT 2 of 1931

9 Companies At 1931 Index PART V WINDING UP 111 (I) PRELIMINARY 111 Modes of Winding Up Modes of winding up Contributories Liability as ontributories of present and past members Definition of ontributory Nature of liability of ontributory Contributories in ase of death of member Contributories in ase of bankrupty of member Provision as to married women (II) WINDING UP BY THE COURT 114 Cases in whih Company may be wound up by ourt Cirumstanes in whih ompany may be wound up by ourt Definition of inability to pay debts Petition for Winding Up and Effets thereof Provisions as to appliations for winding up Powers of ourt on hearing petition Power to stay or restrain proeedings against ompany Avoidane of dispositions of property, et after ommenement of winding up Avoidane of attahments, et Commenement of Winding Up Commenement of winding up by the ourt Consequenes of Winding-up Order Copy of order to be forwarded to Department Ations stayed on winding-up order Effet of winding-up order Offiial Reeiver in Winding Up Offiial reeiver appointed by Treasury Appointment of offiial reeiver by ourt in ertain ases Statement of ompany's affairs to be submitted to offiial reeiver Report by offiial reeiver Liquidators Power of ourt to appoint liquidators Appointment and powers of provisional liquidator Appointment, style, et of liquidators in winding up Provisions where person other than offiial reeiver is appointed liquidator General provisions as to liquidators Custody of ompany's property Vesting of property of ompany in liquidator AT 2 of 1931 Page 9

10 Index Companies At Powers of liquidator Exerise and ontrol of liquidator's powers Books to be kept by liquidator Payments by liquidator into ourt, et Audit of liquidator's aounts in winding up Control of ourt over liquidators Release of liquidators Committees of Inspetion Meetings of reditors and ontributories to determine whether ommittee of inspetion shall be appointed Constitution and proeedings of ommittee of inspetion Powers of ourt where no ommittee of inspetion General Powers of Court in ase of Winding Up by Court Power to stay winding up Settlement of list of ontributories and appliation of assets Delivery of property to liquidator Payment of debts due by ontributory to ompany and extent to whih set off allowed Power of ourt to make alls Payment into ourt of moneys due to ompany Order on ontributory onlusive evidene Appointment of speial manager Power to exlude reditors not proving in time Adjustment of rights of ontributories Inspetion of books by reditors and ontributories Power to order osts of winding up to be paid out of assets Power to summon persons suspeted of having property of ompany Power to order publi examination of promoters, diretors, et [Repealed] Power to arrest absonding ontributory Powers of ourt umulative Delegation to liquidator of ertain powers of ourt Dissolution of ompany Enforement of and Appeal from Orders Appeals from orders (III) VOLUNTARY WINDING UP 135 Resolutions for, and ommenement of Voluntary Winding Up Cirumstanes in whih ompany may be wound up voluntarily Notie of resolution to wind up voluntarily A Commenement of voluntary winding up Effet of Voluntary Winding Up Effet of voluntary winding up on business and status of ompany Avoidane of transfers, et after ommenement of voluntary winding up Page 10 AT 2 of 1931

11 Companies At 1931 Index Delaration of Solveny Statutory delaration of solveny in ase of proposal to wind up voluntarily Provisions appliable to a Members' Voluntary Winding Up Provisions appliable to a members' voluntary winding up Power of ompany to appoint and fix remuneration of liquidators Power to fill vaany in offie of liquidator Power of liquidator to aept shares, et as onsideration for sale of property of ompany Duty of liquidator to all general meeting at end of eah year Final meeting and dissolution Provisions appliable to a Creditors' Voluntary Winding Up Provisions appliable to a reditors' winding up Meeting of reditors Appointment of liquidator Appointment of ommittee of inspetion Fixing of liquidators' remuneration and esser of diretors' powers Power to fill vaany in offie of liquidator Appliation of s 222 to a reditors' voluntary winding up Duty of liquidator to all meetings of ompany and of reditors at end of eah year Final meeting and dissolution Provisions appliable to every Voluntary Winding Up Provisions appliable to every voluntary winding up Distribution of property of ompany Powers and duties of liquidator in voluntary winding up Appointment of liquidator Notie by liquidator of his appointment Arrangement when binding on reditors Power to apply to ourt to have questions determined or powers exerised Costs of voluntary winding up Saving for rights of reditors and ontributories (IV) WINDING UP SUBJECT TO SUPERVISION OF COURT Power to order winding up subjet to supervision Effet of petition for winding up subjet to supervision Appliation of ss 167 and 168 to winding up subjet to supervision Power of ourt to appoint additional liquidators A Effet of supervision order (V) PROVISIONS APPLICABLE TO EVERY MODE OF WINDING UP 148 Proof and Ranking of Claims Debts of all desriptions to be proved Appliation of bankrupty rules in winding up of insolvent ompanies Preferential payments AT 2 of 1931 Page 11

12 Index Companies At 1931 Effet of Winding Up on anteedent and other Transations Fraudulent preferene Effet of floating harge Dislaimer of onerous property in ase of ompany being wound up Restrition of rights of reditor as to exeution or attahment in ase of ompany being wound up Duties of oroner as to goods taken in exeution Offenes anteedent to or in ourse of Winding Up Offenes by offiers of ompanies in liquidation Penalty for falsifiation of books Frauds by offiers of ompanies whih have gone into liquidation [Repealed] Responsibililty of diretors for fraudulent trading Power of ourt to assess damages against delinquent diretors, et Proseution of delinquent offiers and members of ompany Supplementary Provisions as to Winding Up Disqualifiation for appointment as liquidator Enforement of duty of liquidator to make returns, et Notifiation that a ompany is in liquidation Books of ompany to be evidene Disposal of books and papers of ompany Information as to pending liquidations Unlaimed assets to be paid into ourt Resolutions passed at adjourned meetings of reditors and ontributories Supplementary Powers of Court Meetings to asertain wishes of reditors or ontributories Affidavits, et in United Kingdom and dominions Provisions as to Dissolution Power of ourt to delare dissolution of ompany void Department may strike defunt ompany off register A Alternative proedure for dissolving solvent ompanies B Restoration of dissolved ompanies to the register Property of dissolved ompany to be bona vaantia A Power to dislaim title to property vesting under setion B Disposal of property vesting under setion C [Repealed] Offiers Offiers and remuneration Rules and Fees Fees to be paid, et PART VI RECEIVERS AND MANAGERS Disqualifiation for appointment as reeiver Page 12 AT 2 of 1931

13 Companies At 1931 Index 278 Power to appoint offiial reeiver as reeiver for debenture holders or reditors Notifiation that reeiver or manager has been appointed Power of ourt to fix remuneration on appliation of liquidator Delivery to Department of aounts of reeivers and managers Enforement of duty of reeiver to make returns, et PART VII GENERAL PROVISIONS AS TO REGISTRATION Registration to be made at the offie for the registration of ompanies A Power to presribe fees B Power of Department to refuse to register or reeive douments C Appeals from deisions of Department Power of Department to aept information in non-doument form A Inspetion, prodution and evidene of douments kept by Department Enforement of duty of ompany to make returns to Department A Exlusion of deemed notie PART VIII - APPLICATION OF ACT TO COMPANIES FORMED OR REGISTERED UNDER FORMER ACTS Appliation of At to ompanies formed under former Companies Ats Appliation of At to ompanies registered under former Companies Ats Appliation of At to ompanies registered under former Companies Ats Provision as to ompanies registered under the Joint Stok Companies Ats PART IX COMPANIES NOT FORMED UNDER THIS ACT AUTHORISED TO REGISTER UNDER THIS ACT Companies apable of being registered Definition of joint stok ompany Requirements for registration by joint stok ompanies Requirements for registration by other than joint stok ompanies Authentiation of statements of existing ompanies Department may require evidene as to nature of ompany [Repealed] Addition of 'limited' to name Certifiate of registration of existing ompanies Vesting of property on registration Saving for existing liabilities Legal proeedings Effet of registration under At Power to substitute memorandum and artiles for deed of settlement Power of ourt to stay or restrain proeedings Ations stayed on winding up order PART X WINDING UP OF UNREGISTERED COMPANIES Meaning of unregistered ompany AT 2 of 1931 Page 13

14 Index Companies At Winding up of unregistered ompanies Contributories in winding up of unregistered ompany Power of ourt to stay or restrain proeedings Ations stayed on winding up order Provisions of this Part of At umulative PART XI COMPANIES INCORPORATED OUTSIDE THE ISLE OF MAN CARRYING ON BUSINESS WITHIN THE ISLE OF MAN Companies to whih Part XI applies Douments, et to be delivered to Department by ompanies arrying on business in Isle of Man A Regulation of oversea ompanies in respet of their names Power of ompanies inorporated outside the Isle of Man to hold lands Return to be delivered to Department where douments, et. altered A Annual delaration [Repealed] Obligation to state name of ompany, whether limited, and ountry where inorporated Servie on ompany to whih Part XI applies Offie where douments to be filed A Department may strike defunt, et foreign ompanies off register Penalties Interpretation of Part XI PART XII RESTRICTIONS ON SALE OF SHARE AND OFFERS OF SHARES FOR SALE to 324 Repealed PART XIII MISCELLANEOUS 196 Exemptions from prospetus requirements A Exemptions from prospetus requirements Dispensations for Private Companies B Power to provide dispensation by regulation Prohibition of Partnerships with more than Twenty Members Prohibition of partnerships with more than twenty members Misellaneous Offenes Penalty for false statement Perjury Penalty for improper use of word 'Limited' Forging seal, et, of Department or of ompany shall be felony General Provisions as to Offenes Provision with respet to default fines and meaning of 'offier in default' Proseution of offenes punishable by fine A [Repealed] Page 14 AT 2 of 1931

15 Companies At 1931 Index 332 Appliation of fines Saving as to private proseutors Saving for priviledged ommuniations Servie of Douments and Legal Proeedings Servie of douments on ompany A Servie of douments on ompany Costs in ations by ertain limited ompanies Power of ourt to grant relief in ertain ases Power to enfore orders Proeedings in Chambers Power to alter tables and forms A Presribed forms B Publi douments Interpretation Interpretation Interpretation: publi offers Savings, Extent, Short Title and Commenement Savings Saving of pending proeedings for winding up Short title and ommenement FIRST SCHEDULE 207 TABLE A - REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES 207 TABLE B - FORM OF MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY SHARES 221 TABLE C - FORM OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE, AND NOT HAVING A SHARE CAPITAL 222 TABLE D - MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE, AND HAVING A SHARE CAPITAL 230 TABLE E - MEMORANDUM AND ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY HAVING A SHARE CAPITAL 233 AT 2 of 1931 Page 15

16 Index Companies At 1931 SECOND SCHEDULE 235 THIRD SCHEDULE 235 FOURTH SCHEDULE 235 FIFTH SCHEDULE 235 SIXTH SCHEDULE 235 SCHEDULE 6A 236 WRITTEN RESOLUTIONS OF PRIVATE COMPANIES 236 SEVENTH SCHEDULE 237 EIGHTH SCHEDULE 238 PROVISIONS WHICH DO NOT APPLY IN THE CASE OF A WINDING UP SUBJECT TO SUPERVISION OF THE COURT 238 NINTH SCHEDULE 238 TENTH SCHEDULE 239 PROVISIONS REFERRED TO IN SECTION 326 OF THE ACT 239 ENDNOTES 241 TABLE OF LEGISLATION HISTORY 241 TABLE OF RENUMBERED PROVISIONS 241 TABLE OF ENDNOTE REFERENCES 241 Page 16 AT 2 of 1931

17 Companies At 1931 Setion 1 i e COMPANIES ACT 1931 Reeived Royal Assent: 23 July 1931 Passed: 16 Otober 1931 AN ACT to onsolidate the Companies Ats 1910 to 1926, and ertain other enatments onneted with the said Ats. PART I INCORPORATION OF COMPANIES AND MATTERS INCIDENTAL THERETO Memorandum of Assoiation 1 Mode of forming inorporated ompany (1) Any two or more persons assoiated for any lawful purpose may, by subsribing their names to a memorandum of assoiation and otherwise omplying with the requirements of this At in respet of registration, form an inorporated ompany, with or without limited liability. 1 (2) Suh a ompany may be either () A ompany having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respetively held by them (in this At termed a ompany limited by shares ); or A ompany having the liability of its members limited by the memorandum to suh amount as the members may respetively thereby undertake to ontribute to the assets of the ompany in the event of its being wound up (in this At termed a ompany limited by guarantee ); or A ompany not having any limit on the liability of its members (in this At termed an unlimited ompany ). (3) Notwithstanding subsetion (1), one person may, for a lawful purpose, by subsribing his name to a memorandum of assoiation and otherwise omplying with the requirements of the Companies AT 2 of 1931 Page 17

18 Setion 2 Companies At 1931 Ats 1931 to 1993 in respet of registration, form an inorporated ompany being a private ompany limited by shares or by guarantee. 2 2 Requirements with respet to memorandum (1) Subjet to setion 29 of the Companies At 1992, the memorandum of every ompany must state The name of the ompany, with Limited as the last word of the name in the ase of a ompany limited by shares or by guarantee; The registered offie of the ompany is to be situate in the Isle of Man; 3 () The objets of the ompany. 4 (2) The memorandum of a ompany limited by shares or by guarantee must also state that the liability of its members is limited. (3) The memorandum of a ompany limited by guarantee must also state that eah member undertakes to ontribute to the assets of the ompany in the event of its being wound up while he is a member or within one year after he eases to be a member, for payment of the debts and liabilities of the ompany ontrated before he eases to be a member, and of the osts, harges, and expenses of winding up, and for adjustment of the rights of the ontributories among themselves, suh amount as may be required, not exeeding a speified amount. (4) In the ase of a ompany having a share apital () The memorandum must also, unless the ompany is an unlimited ompany, state the amount of share apital with whih the ompany proposes to be registered and the division thereof into shares of a fixed amount; No subsriber of the memorandum may take less than one share; Eah subsriber must write opposite to his name the number of shares he takes. 3 Signature of memorandum The memorandum must be signed by eah subsriber in the presene of at least one witness who must attest the signature. 4 Restrition on alteration of memorandum A ompany may not alter the onditions ontained in its memorandum exept in the ases, in the mode and to the extent for whih express provision is made in this At. Page 18 AT 2 of 1931

19 Companies At 1931 Setion 5 5 Mode in whih and extent to whih objets of ompany may be altered [P1948/38/5] (1) Subjet to subsetion (2) a ompany may, by speial resolution, alter the provisions of its memorandum with respet to the objets of the ompany, so far as may be required to enable it () (d) (e) (f) (g) to arry on its business more eonomially or more effiiently; or to attain its main purpose by new or improved means; or to enlarge or hange the loal area of its operations; or to arry on some business whih under existing irumstanes may onveniently or advantageously be ombined with the business of the ompany; or to restrit or abandon any of the objets speified in the memorandum; or to sell or dispose of the whole or any part of the undertaking of the ompany; or to amalgamate with any other ompany or body of persons. (2) If an appliation is made to the ourt in aordane with this setion for the alteration to be anelled, it shall not have effet exept in so far as it is onfirmed by the ourt. (3) Subjet to subsetion (4), an appliation under this setion may be made by the holders of not less in the aggregate than 15 per ent. in nominal value of the ompany's issued share apital or any lass thereof or, if the ompany is not limited by shares, not less than 15 per ent. of the ompany's members; or by the holders of not less than 15 per ent. of the ompany's debentures entitling the holders to objet to alterations of its objets. (4) An appliation under this setion shall not be made by any person who has onsented to or voted in favour of the alteration. (5) An appliation under this setion must be made within 1 month after the date on whih the resolution altering the ompany's objets was passed, and may be made on behalf of the persons entitled to make the appliation by suh one or more of their number as they may appoint in writing for the purpose. (6) Subjet to subsetion (7), on an appliation under this setion the ourt may make an order onfirming the alteration either wholly or in part and on suh terms and onditions as it thinks fit, and may, if it thinks fit, adjourn the proeedings in order that an arrangement may be made to the satisfation of the ourt for the purhase of the interests of dissentient members, and may give suh diretions and AT 2 of 1931 Page 19

20 Setion 5 Companies At 1931 make suh orders as it may think expedient for failitating or arrying into effet any suh arrangement. (7) No part of the apital of the ompany shall be expended in any purhase mentioned in subsetion (6). (8) The debentures entitling the holders to objet to alterations of a ompany's objets shall be any debentures seured by a floating harge whih were issued or first issued before the 1st day of June, 1981, or form part of the same series as any debentures so issued, and a speial resolution altering a ompany's objets shall require the same notie to the holders of any suh debentures as to members of the ompany. In default of any provisions regulating the giving of notie to any suh debenture holders, the provisions of the ompany's artiles regulating the giving of notie to members shall apply. (9) In the ase of a ompany whih is, by virtue of a liene from the Attorney General, exempt from the obligation to use the word limited as part of its name, a resolution altering the ompany's objets shall also require the same notie to the Attorney General as to members of the ompany. (10) Subjet to subsetion (11) where a ompany passes a resolution altering its objets if no appliation is made with respet thereto under this setion, it shall within 1 month from the end of the period for making suh an appliation deliver to the Department a printed opy of its memorandum as altered; and 5 if suh an appliation is made it shall (i) (ii) forthwith give notie in the presribed form of that fat to the Department; and 6 within 1 month from the date of any order anelling or onfirming the alteration deliver to the Department a ertified opy of the order and, in the ase of an order onfirming the alteration a printed opy of the memorandum as altered. 7 (11) In ase of default in delivering to the Department the douments mentioned in subsetion (10), within the time stipulated, the ompany or any person liable for the default shall apply to the Department who shall aept late delivery of the douments upon payment by the appliant of suh fees as may be presribed under setion 283A. 8 (12) If a ompany makes default in giving notie or delivering any doument to the Department as required by subsetion (10), the ompany and every offier of the ompany who is in default shall be liable on onvition on information to a fine; Page 20 AT 2 of 1931

21 Companies At 1931 Setion 6 on summary onvition to a fine not exeeding 5, (13) The validity of an alteration of the provisions of a ompany's memorandum with respet to the objets of the ompany shall not be questioned on the ground that it was not authorised by subsetion (1) exept in proeedings taken for the purpose (whether under this setion or otherwise) before the expiration of 1 month after the date of the resolution in that behalf; and where any suh proeedings are taken otherwise than under this setion subsetions (10) to (12) shall apply in relation thereto as if they had been taken under this setion and as if an order delaring the alteration invalid were an order anelling it and as if an order dismissing the proeedings were an order onfirming the alteration. 10 Artiles of Assoiation 6 Artiles presribing regulations for ompanies There may in the ase of a ompany limited by shares, and there shall in the ase of a ompany limited by guarantee or unlimited, be registered with the memorandum artiles of assoiation signed by the subsribers to the memorandum and presribing regulations for the ompany. 7 Regulations required in ase of unlimited ompany (1) In the ase of an unlimited ompany the artiles, if the ompany has a share apital, must state the amount of share apital with whih the ompany proposes to be registered. (2) and (3) Adoption and appliation of Table A (1) Artiles of assoiation may adopt all or any of the regulations ontained in Table A. (2) In the ase of a ompany limited by shares and registered after the ommenement of this At, if artiles are not registered, or, if artiles are registered, in so far as the artiles do not exlude or modify the regulations ontained in Table A, those regulations shall, so far as appliable, be the regulations of the ompany in the same manner and to the same extent as if they were ontained in duly registered artiles. 9 Printing and signature of artiles Artiles must (1) be printed; AT 2 of 1931 Page 21

22 Setion 10 Companies At 1931 (2) be divided into paragraphs numbered onseutively; (3) be signed by eah subsriber of the memorandum of assoiation in the presene of at least one witness who must attest the signature. 10 Alteration of artiles by speial resolution (1) Subjet to the provisions of this At and to the onditions ontained in its memorandum, a ompany may by speial resolution alter or add to its artiles. (2) Any alteration or addition so made in the artiles shall, subjet to the provisions of this At, be as valid as if originally ontained therein, and be subjet in like manner to alteration by speial resolution. Form of Memorandum and Artiles 11 Statutory forms of memorandum and artiles The form of (1) the memorandum of assoiation of a ompany limited by shares; (2) the memorandum and artiles of assoiation of a ompany limited by guarantee and not having a share apital; (3) the memorandum and artiles of assoiation of a ompany limited by guarantee and having a share apital; (4) the memorandum and artiles of assoiation of an unlimited ompany having a share apital; shall be respetively in aordane with the forms set out in Tables B, C, D and E in the First Shedule to this At, or as near thereto as irumstanes admit. Registration 12 Registration of memorandum and artiles The memorandum and the artiles, if any, shall be delivered to the Department, and the Department shall retain and register them Effet of registration (1) On the registration of the memorandum of a ompany the Department shall ertify that the ompany is inorporated, and in the ase of a limited ompany that the ompany is limited. 13 (2) From the date of inorporation mentioned in the ertifiate of inorporation, the subsribers of the memorandum together with suh other persons as may from time to time beome members of the ompany, shall be a body orporate by the name ontained in the Page 22 AT 2 of 1931

23 Companies At 1931 Setion 14 memorandum, apable forthwith of exerising all the funtions of an inorporated ompany, and having perpetual suession and a ommon seal, but with suh liability on the part of the members to ontribute to the assets of the ompany in the event of its being wound up as is mentioned in this At. 14 Power of ompany to hold lands A ompany inorporated under this At shall have power to hold lands. 15 Conlusiveness of ertifiate of inorporation (1) A ertifiate of inorporation given by the Department in respet of any assoiation shall be onlusive evidene that all the requirements of this At in respet of registration and of matters preedent and inidental thereto have been omplied with, and that the assoiation is a ompany duly registered under this At. 14 (2) and (3) Registration and re-registration of ompany as limited or unlimited (1) Subjet to the provisions of this setion, a ompany registered as unlimited may register under this At as limited, or a ompany already registered as a limited ompany may re-register as an unlimited ompany under this At, but the registration of an unlimited ompany as a limited ompany shall not affet the rights or liabilities of the ompany in respet of any debt or obligation inurred, or any ontrat entered into, by, to, with, or on behalf of the ompany before the registration, and those rights or liabilities may be enfored in manner provided by Part IX of this At in the ase of a ompany registered in pursuane of that Part. 16 (2) On registration in pursuane of this setion the Department shall lose the former registration of the ompany, and may dispense with the delivery to it of opies of any douments with opies of whih it was furnished on the oasion of the original registration of the ompany but, save as aforesaid, the registration shall take plae in the same manner and shall have effet as if it were the first registration of the ompany under this At, and as if the provisions of the Ats under whih the ompany was previously registered and regulated had been ontained in different Ats from those under whih the ompany is registered as a limited ompany. 17 AT 2 of 1931 Page 23

24 Setion 17 Companies At A Re-registration under Companies At 2006 (1) A ompany inorporated under this At may, for the avoidane of doubt, re-register as a ompany inorporated under the Companies At 2006, subjet to ompliane with the provisions of that At. (2) A ompany that re-registers as a ompany inorporated under the Companies At 2006 shall deliver to the Registrar (as therein defined) a ertified opy of the ertifiate of re-registration issued pursuant to that At within 14 days of the date thereof. (3) A ompany that re-registers as a ompany inorporated under the Companies At 2006 shall, with effet from the date of the ertifiate of re-registration referred to in subsetion (2), ease to be a ompany registered under this At and the Companies Ats 1931 to 2004 shall ease to apply to it from that date. (4) Upon reeipt of a ertified opy of a ertifiate of registration pursuant to subsetion (2), the Department shall issue a ertifiate of de-registration to the ompany stating that the ompany eased to be registered under this At on the date speified in subsetion (3). 18 Provisions with respet to Names of Companies 17 Prohibition of use of undesirable names (1) The Department, with the onsent of the Finanial Supervision Commission in the ase of a ompany in respet of whih a liene has been issued under setion 7 of the Finanial Servies At 2008, may () refuse to register a ompany by a name, or refuse to register a hange of a name of a ompany, whih in its opinion is undesirable; or by diretion attah onditions to the use of a name by a ompany to be registered or registered under this At to ensure that it is not undesirable; or diret that a ompany hange its name if in its opinion the name by whih a ompany is registered is undesirable. 19 (2) For the purposes of this setion undesirable means misleading, offensive or in any way likely to be harmful to the publi; the Department may publish guidane notes setting out the riteria whih it will apply in determining whether a name is undesirable; 20 () the Department may presribe forms for use with this setion. 21 Page 24 AT 2 of 1931

25 Companies At 1931 Setion 18 (3) A diretion given under subsetion (1) or () must, if not made the subjet of an appliation under subsetion (5), be omplied with within six weeks of the date of that diretion, at the expiry of whih the Department may, if the diretion has not been omplied with, hange the name of the ompany upon the register to a name whih is not undesirable and shall provide notie to the ompany of suh hange within seven days of the date of the hange upon the register. 22 (4) A opy of any diretion given under subsetion (1)(), and any hange of name effeted by the Department under subsetion (3) shall be plaed by the Department upon the publi file of the ompany maintained at the Companies Registry. 23 (5) Any person interested, may, within three weeks of a refusal to register a ompany under subsetion (1), or of being given a diretion under subsetion (1) or (), apply to the Court for the refusal or diretion to be set aside, and if the appliation to set aside a diretion fails, the Court may speify a period within whih the diretion shall be omplied with, or may order that the Department hange the name of the ompany upon the register to a name whih is not undesirable, on suh terms and onditions as seem to the Court just and expedient Power to dispense Limited in name of haritable and other ompanies (1) Where it is proved to the satisfation of the Attorney General that an assoiation about to be formed as a limited ompany is to be formed for promoting ommere, art, siene, religion, harity, or any other useful objet, and intends to apply its profits, if any, or other inome in promoting its objets, and to prohibit the payment of any dividend to its members, the Attorney General may by liene diret that the assoiation may be registered as a ompany with limited liability, without the addition of the word 'Limited' to its name, and the assoiation may be registered aordingly. 25 (2) A liene by the Attorney General under this setion may be granted on suh onditions and subjet to suh regulations as the Attorney General thinks fit, and those onditions and regulations shall be binding on the assoiation, and shall, if the Attorney General so diret, be inserted in the memorandum and artiles, or in one of those douments. 26 (2A) If a ompany makes default in omplying with any ondition or regulation subjet to whih a liene was granted to it under subsetion (2) above, the ompany and eah of its diretors shall be liable on onvition on information to a fine; AT 2 of 1931 Page 25

26 Setion 19 Companies At 1931 on summary onvition to a fine not exeeding 5, (3) The assoiation shall on registration enjoy all the privileges of limited ompanies, and be subjet to all their obligations, exept those of using the word 'Limited' as any part of its name, and of publishing its name, and of sending lists of members to the Department. 28 (4) A liene under this setion may at any time be revoked by the Attorney General and upon revoation the Department shall enter the word 'Limited' at the end of the name of the assoiation upon the register, and the assoiation shall ease to enjoy the exemptions and privileges granted by this setion: Provided that before a liene is so revoked the Attorney General shall give to the assoiation notie in writing of his intention, and shall afford the assoiation an opportunity of being heard in opposition to the revoation. 29 (5) Where the name of the assoiation ontains the words 'Chamber of Commere,' the notie to be given as aforesaid shall inlude a statement of the effet of the provisions of subsetion (3) of the next following setion of this At. (6) No liene shall be granted under this setion in respet of a publi ompany or have effet in respet of suh a ompany Change of name [P1948/18(2)] (1) A ompany may, by speial resolution and with the approval of the Department signified in writing, hange its name. 31 (2) If, through inadvertene or otherwise, a ompany on its first registration or on its registration by a new name is registered by a name whih, in the opinion of the Department, is too like the name by whih a ompany in existene is previously registered in any of the British Islands or the Republi of Ireland, the first-mentioned ompany may hange its name with the santion of the Department and, in the ase of a ompany in respet of whih a liene has been issued under setion 7 of the Finanial Servies At 2008, the Finanial Supervision Commission and, if it so direts within six months of its being registered by that name, shall hange it within a period of six weeks from the date of the diretion or suh longer period as the Department may think fit to allow. If a ompany makes default in omplying with a diretion under this subsetion, it shall be liable to a fine not exeeding 5, (2A) If it appears to the Department that misleading information has been given for the purpose of a ompany's registration with a partiular name, or that undertakings or assuranes have been given for that purpose and Page 26 AT 2 of 1931

27 Companies At 1931 Setion 20 have not been fulfilled, it may within 5 years of the date of its registration with that name in writing diret the ompany to hange its name within suh period as it may speify. 33 (2B) If a ompany makes default in omplying with a diretion under subsetion (2A) above, it shall be liable to a fine not exeeding 5, (3) Where a liene granted in pursuane of the last foregoing setion of this At to a ompany the name of whih ontains the words 'Chamber of Commere' is revoked, the ompany shall, within a period of six weeks from the date of the revoation or suh longer period as the Department may think fit to allow, hange its name to a name whih does not ontain those words. If a ompany makes default in omplying with the requirements of this subsetion, it shall be liable to on information, a fine; on summary trial, a fine not exeeding 5, (4) Where a ompany hanges its name, the Department shall enter the new name on the register in plae of the former name, and shall issue a ertifiate of inorporation altered to meet the irumstanes of the ase; and the hange of name has effet from the date on whih the altered ertifiate is issued. 36 (5) The hange of name shall not affet any rights or obligations of the ompany, or render defetive any legal proeedings by or against the ompany, and any legal proeedings that might have been ontinued or ommened against it by its former name may be ontinued or ommened against it by its new name. General Provisions with respet to Memorandum and Artiles 20 Effet of memorandum and artiles (1) Subjet to the provisions of this At, the memorandum and artiles shall, when registered, bind the ompany and the members thereof to the same extent as if they respetively had been signed by eah member, and ontained ovenants on the part of eah member to observe all the provisions of the memorandum and of the artiles. (2) All money payable by any member to the ompany under the memorandum or artiles shall be a debt due from him to the ompany, and be of the nature of a speialty debt. AT 2 of 1931 Page 27

28 Setion 21 Companies At Provision as to memorandum and artiles of ompanies limited by guarantee (1) In the ase of a ompany limited by guarantee and not having a share apital, and registered on or after the first day of January, nineteen hundred and nine, every provision in the memorandum or artiles or in any resolution of the ompany purporting to give any person a right to partiipate in the divisible profits of the ompany otherwise than as a member shall be void. (2) For the purpose of the provisions of this At relating to the memorandum of a ompany limited by guarantee and of this setion, every provision in the memorandum or artiles, or in any resolution, of a ompany limited by guarantee and registered on or after the date aforesaid, purporting to divide the undertaking of the ompany into shares or interests shall be treated as a provision for a share apital, notwithstanding that the nominal amount or number of the shares or interests is not speified thereby. 22 Alterations in memorandum or artiles inreasing liability to ontribute to share apital not to bind existing members without onsent Notwithstanding anything in the memorandum or artiles of a ompany, no member of the ompany shall be bound by an alteration made in the memorandum or artiles after the date on whih he beame a member, if and so far as the alteration requires him to take or subsribe for more shares than the number held by him at the date on whih the alteration is made, or in any way inreases his liability as at that date to ontribute to the share apital of, or otherwise to pay money to, the ompany: Provided that this setion shall not apply in any ase where the member agrees in writing, either before or after the alteration is made, to be bound thereby. 23 Copies of memorandum and artiles to be given to members (1) A ompany shall, on being so required by any member, send to him a opy of the memorandum and of the artiles, if any, and a opy of any At of Tynwald whih alters the memorandum, subjet to payment, in the ase of a opy of the memorandum and of the artiles, of suh reasonable sum as the ompany may presribe, and, in the ase of a opy of an At, of suh sum not exeeding the published prie thereof as the ompany may require. 37 (2) If a ompany makes default in omplying with this setion, the ompany and every offier of the ompany who is in default shall be liable for eah offene to a fine not exeeding l,000. Page 28 AT 2 of 1931