Companies(amendment) bill 2013

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30th November 2012

Attorney General’s Chambers

COMPANIES (AMENDMENT) BILL 2013 ARRANGEMENT OF CLAUSES CLAUSE 1. 2. 3. 4. 5.

Short title and commencement Interpretation Section 46 amended Section 47 amended Section63 amended

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30th November 2012

Attorney General’s Chambers

TURKS AND CAICOS ISLANDS Proposal for A

BILL For Cap. 16.08

AN ORDINANCE TO AMEND THE COMPANIES ORDINANCE; AND FOR CONNECTED PURPOSES.

ENACTED by the Legislature of the Turks and Caicos Islands. Short title and commencement

Interpretation

Section 46 amended

1. This Ordinance may be cited as the Companies (Amendment) Ordinance 2013 and shall come into force on such day as the Governor may appoint by Notice published in the Gazette. 2. In this Ordinance “principal Ordinance” means the Companies Ordinance. 3. Section 46 of the principal Ordinance is amended by— (a) deleting subsection following—

(1)

and

substituting

the

“(1) Every company having a capital divided into shares shall make a list of all persons who on the fourteenth day following the day on which the General Meeting, or if there is more than one General Meeting in each year the first of such General Meetings, is held, are members of the company, other than any person who is a member solely by virtue of his holding bearer shares, and such list shall state the names, addresses and occupations of all the members therein mentioned, and the number of shares held by each of them and shall contain a summary specifying— (a) the amount of the nominal share capital of the company and the number of shares into which it is divided; (b) the number of shares issued from the commencement of the company up to the date of the summary and whether issued for cash or other consideration; (c) the amount of calls made on each share; (d) the total amount of calls received; (e) the total amount of calls unpaid;

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Attorney General’s Chambers

(f) the total amount of shares forfeited; (g) the names and addresses of the persons, other than any person who was a member solely by virtue of his holding bearer shares, who have ceased to be members since the last list was made, and the number of shares held by each of them; and (h) the names, addresses and occupations of the directors and secretary of the company. The above list and summary shall be contained in a separate part of the register of the company and a copy shall be forwarded to reach the Registrar no later than 30 June of each year, together with the prescribed fee, such copy to be kept by the Registrar in his office with the original memorandum and articles of association.” (b) inserting after subsections—

subsection

(1)

the

following

“(1A) A company may apply in writing to the Registrar, stating its reasons, for an extension of the deadline for furnishing the returns pursuant to this section and the Registrar, acting in his discretion, may grant such longer period not exceeding 60 days as the Registrar, may in writing allow. (1B) Where the Registrar grants an extension under subsection (1A), the company shall not be liable for the imposition of a penalty pursuant to section 47 until the expiration of the extension granted.”. 4. Section 47 of the principal Ordinance is amended— (a) by deleting the words “Subject to the proviso to section 46(1)” and substituting “Subject to section 46(1B)”;

Section 47 amended

(b) by inserting after the figure “$350” the words “for each year it fails to file its returns in compliance with section 46”. 5. Section 63 of the principal Ordinance is amended— (a) by deleting the word “fifteen” and substituting “twelve”; (b) by inserting after the word “year” the words “no later than 30 June”. PASSED by the House of Assembly this ……………….

day of

2013.

………………………………

Tracey Parker

Robert Hall

Clerk to the House of Assembly

Speaker

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Section 63 amended


30th November 2012

Attorney General’s Chambers

EXPLANATORY MEMORANDUM Upon review of the Companies Ordinance by the Financial Services Commission it has been realised that provisions which relate to filing of Annual Returns have become unworkable. Clause 1 of the Bill provides the short title and commencement of the Ordinance. Clause 2 is an interpretation provision. Clause 3 of the Bill seeks to amend section 46 of the Companies Ordinance by replacing subsection (1). The current section 46 provides that every company shall file with the Registrar of Companies a list of its members together with other information to reach the Registrar within eight weeks, commencing on the date of the general meeting. This would mean that each company would have different dates for filing its annual return of members. With the growing number of companies incorporated in the TCI it has become impossible to manage the time frame for the filing for each company and therefore difficulty with complying with other provisions of the Ordinance which provides for a penalty for delinquent filing. Section 46 will be amended to provide for all companies which fall under that category to file annual return of members on or before a specified date i.e. 30th June in each year. Failing to file by that date will incur a penalty under section 47 of the Ordinance. This will lead to increased efficiency in respect of managing annual returns of companies and the imposition of penalties for late filing under section 47. Clause 3 of the Bill also seeks to insert after the section 46(1) subsections (1A) and (1B) which provide for the Registrar to, on application made to him, grant extension of the deadline for filing annual returns for a period not exceeding 60 days. Where such an extension is granted the company shall not be liable for the imposition of a penalty for the late filing of returns. Clause 4 seeks to section 47 which currently provides for a penalty of $350 in default of a company making annual returns as prescribed under section 46. Section 47 will be amended to insert words that will make it clear that the penalty of $350 payable in default of a company filing its annual returns will be applied for each year that the company is in default. The new section 47 will be as follows: 47. Subject to the proviso to section 46(1)Subject to section 46(1B), if any company having a nominal share capital divided into shares makes default in complying with the provisions of this Ordinance with respect to forwarding such lists of members or

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summary as is hereinbefore mentioned to the Registrar, such company shall incur a penalty of $350 for each year it fails to file its returns in compliance with section 46 and every director, secretary and officer of the company who knowingly or wilfully authorises or permits such default shall incur the like penalty, and such default may be deemed to be reasonable cause for the purposes of section 182. Clause 5 seeks to amend section 63 which requires that a company hold its first general meeting within fifteen months of its incorporation and then a general meeting of every company shall be held at least once every year. It is proposed that all companies must have an annual general meeting each year and therefore the first general meeting of newly incorporated companies should be held within 12 months of the incorporation instead of 15 months. The new section 63 will be as follows: 63. Save for the first general meeting, which shall be held within fifteen twelve months of the date of the certificate of incorporation of the company, a general meeting of every company shall be held at least once in every year no later than 30 June at the registered office of the company or such other place as may be determined by the company in general meeting or in the case of the first general meeting at such place as the subscriber or subscribers determine.

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