Companies Ordinance, 2004

1 ST HELENA REVISED EDITION OF THE LAWS 2017 CORPORATE BODIES COMPANIES ORDINANCE 20041 Ordinance 1 of 2004 In force 10 March 2004 Amended by Ordinances 11 of 2011, 6 of 2013, 14 of 2017, 1 of 2025 Subsidiary legislation: COMPANIES (APPOINTMENT OF REGISTRAR) REGULATIONS, 2004 Page 96 Legal Notice 1 of 2004; in force 10 March 2004 COMPANIES (FEES AND FORMS) REGULATIONS, 2004 Page 96 Legal Notice 2 of 2004; in force 10 March 2004 Amended by L.N. 4/2009, L.N. 10/2018, L.N. 8/2019, L.N. 23/2020 COMPANIES ORDINANCE, 2004 ARRANGEMENT OF SECTIONS 1. Short title and commencement PART I CONSTRUCTION AND INTERPRETATION OF ORDINANCE 2. Interpretation Corporate relationships 3. Affiliated corporations 4. Meaning of “control” 5. Meaning of “holding” Public distribution of corporate securities 1 Under section 10 of the Revised Edition of the Laws Ordinance, 1999 this text is authoritative and is the sole authentic edition in respect of the law contained in it as at 10 July 2020. 2 6. Meaning of “distribution” to the public 7. Meaning of “offer” to the public 8. Meaning of “subsidiary” PART II FORMATION AND OPERATION OF COMPANIES DIVISION A: INCORPORATION OF COMPANIES 9. Incorporation 10. Formalities 11. Required votes 12. Documentation 13. Certificate of incorporation 14. Effective date 15. Corporate name 16. Reserved name 17. Name change 18. Name revocation 19. Assigned name 20. Pre-incorporation agreements DIVISION B: CORPORATE CAPACITY AND POWERS 21. Capacity and powers 22. Powers reduced 23. Validity of acts 24. Notice not presumed 25. No disclaimer allowed 26. Contracts of a company 27. Bills and notes 28. Power of Attorney 29. Company seals DIVISION C: SHARE CAPITAL Shares 30. Nature of shares 31. One class of shares 32. Share classes 33. Share issue 34. Consideration 35. Stated capital accounts 36. Series shares 37. Pre-emptive rights 38. Conversion privileges 39. Reserve shares 40. Own shares 41. Acquisition of own shares 42. Other acquisition 43. Redeemable shares 44. Donated shares 45. Voting thereon 46. Stated capital reduction 47. Stated capital adjustment 48. Cancellation of shares 3 49. Presumption re own shares 50. Changing shares class 51. Effect of purchase contract 52. Commission for share purchase 53. Prohibited dividend 54. Payment of dividend 55. Illicit loans by company 56. Permitted loans 57. Enforcement of illicit loans 58. Immunity of shareholders 59. Lien on shares DIVISION D: MANAGEMENT OF COMPANIES 60. Duty of directors to manage company 61. Number of directors 62. Restricted powers 63. By-law powers 64. Organisational meeting 65. Disqualified directors 66. Court disqualified directors 67. No qualification required 68. Notice of directors 69. Alternate directors 70. Cumulative voting 71. Termination of office 72. Removal of directors 73. Right to notice 74. Filling vacancy 75. Numbers changed 76. Notice of change 77. Directors’ meetings 78. Notice and waiver 79. Adjourned meeting 80. One director 81. Telephone participation 82. Delegation of powers 83. Validity of acts 84. Resolution in writing Liability of directors 85. Liability for share issue 86. Liability for other acts 87. Contribution for judgement 88. Recovery by action 89. Defence to liability 90. Time limit on liability Contractual interest 91. Interests in contracts 92. Interest declaration 93. Avoidance of nullity 94. Setting aside contract 4 Officers of the company 95. Designation of officers, etc Borrowing powers of directors 96. Borrowing powers Duty of directors and officers 97. Duty of care 98. Dissenting to resolutions Indemnities 99. Indemnifying directors, etc. 100. Indemnity for derivative action 101. Right to indemnity 102. Insurance of directors, etc 103. Court approval of indemnity 104. Remuneration DIVISION E: SHAREHOLDERS OF COMPANIES 105. Place of meetings 106 Meeting outside St Helena 107. Calling meetings 108. Record date of shareholders 109. Statutory date 110. Notice of record date 111. Notice of meeting 112. Special business 113. Shareholder meetings; waiver of notice and telephone participation Shareholders list 114. List of shareholders 115. Examination of list Quorum 116. Quorum at meetings Voting the shares 117. Right to vote share 118 Representation of other body 119. Joint shareholders 120. Voting method at meetings 121. Resolution in writing Compulsory meeting 122. Requisitioned shareholders meetings Controverted affairs 123. Court review of controversy Shareholder agreements 124. Pooling agreement 125. Unanimous shareholder agreement 5 Shareholder approvals 126. Extraordinary transactions DIVISION F: FINANCIAL DISCLOSURE 127. Accounts 128. Annual financial returns 129 Exemption for information 130. Consolidated financial returns 131 Approval of directors 132. Copies of documents to be sent to shareholders 133. Registrar’s copies Company auditor 134. Eligibility for appointment 135. Disqualifying auditor 136. Effect of ineligibility 137. Appointment of auditor 138. Cessation of office 139. Removal of auditor 140. Filling auditor vacancy 141. Court appointed auditor 142. Auditor’s rights to notice 143. Required attendance 144. Right to comment 145. Examination by auditor 146. Right to inspect 147. Detected error 148. Privilege of auditor DIVISION FA: BENEFICIAL OWNERSHIP2 148A. Interpretation 148B. Beneficial ownership of a company 148C. Duty to ascertain beneficial ownership, file and maintain records 148D. Request for non-disclosure and revocation of request 148E. Duty to supply and maintain information 148F. Duty to update records 148G. Duty of Registrar – establishment, administration and inspection of register 148H. Authority to request information and documents 148I. Rectification of the register by Court 148J. Application of section 231 DIVISION G: CORPORATE RECORDS Registered office of company 149. Registered office 150. Notice of address Company registers and records 151. Records of company Records of trusts 152. Trust notices 2 Division FA inserted by Ordinance 1 of 2025 6 Accounts, minutes and other records 153. Other records 154. Records form 155. Duty of care of records 156. Access to records 157. Annual returns DIVISION H: FUNDAMENTAL COMPANY CHANGES Reconstruction and amalgamation 158. Proposed compromise 159. Reconstruction and amalgamation 160. Shares of dissenting shareholders Altering articles 161. Fundamental amendment to articles 162. Delivery of articles and certificate PART III PROTECTION OF CREDITORS AND INVESTORS DIVISION A: REGISTRATION OF CHARGES 163. Registration of charges DIVISION B: TRUST DEEDS AND DEBENTURES Trust deeds 164. Need for trust deed 165. Kinds of debentures 166. Cover of trust deed 167. Exception 168. Contents of trust deed DIVISION C: PROSPECTUS 169. Interpretation 170. Publication 171. Certificate of legal practitioner 172. Contents of prospectus Minimum amount required to be raised 173. Minimum subscription 174 Continuous offering of shares Liability for misstatements 175. Civil liability for misstatements 176. Liability of experts PART IV OTHER REGISTERED COMPANIES 7 DIVISION A: ASSOCIATIONS NOT FOR PROFIT 177. Association not for profit DIVISION B: COMPANIES LIMITED BY GUARANTEE 178. Companies limited by guarantee DIVISION C: OVERSEAS COMPANIES 179. Delivery of documents 180. Certificate of registration 181. Alteration of constituent instruments 182. Requirements 183. Removal from register DIVISION D: PRIVATE COMPANIES 183A. Private companies generally 184. Exempt private companies 185. Exemptions 186. Revocation of registration PART V INSOLVENCY AND WINDING UP 187. Revival of company 188. Dissolution by resolution 189. No property 190. Effect of articles of dissolution 191. Proposing liquidation 192. Intent to dissolve 193. Supervised liquidation 194. Revocation of intent to dissolve 195. Right to dissolve 196. Registrar’s dissolution 197. Court dissolution 198. Further grounds 199. Supervision by the court 200. Court liquidation and dissolution 201. Court powers 202. Cessation of business 203. Appointment of liquidator 204. Duties of liquidator 205. Powers of liquidator 206. Final accounts 207. Money distributions 208. Record custody 209. Continuation of actions 210. Unknown claimants 211. Crown vested with property 8 PART VI ADMINISTRATION AND GENERAL DIVISION A: FUNCTIONS OF THE REGISTRAR Registrar of Companies 212. Responsibility 213. Filing of documents 214. Immunity Register of companies 215. Register of companies 216. Inspection of register Notices and documents 217. Notice to directors, etc 218. Presumption of receipt 219. Undelivered documents 220. Notice waiver 221. Certificate by company 222. Evidentiary value 223. Copies 224. Filed documents 225. Alteration of documents 226. Correction of documents 227. Proof of documents 228. Retention of documents 229. Registrar’s certificate 230. Refusal power Removal from register 231. Striking off register 232. Liability continues Service 233. Service on company Company names 234. Reservation of name 235. Prohibited name 236. Refusal of articles 237. Amalgamated company DIVISION B: INVESTIGATION OF COMPANIES Investigation 238. Investigation order 239. Court powers 240. Inspector’s powers 241. In camera hearing 242. Incriminating evidence 243. Privilege absolute 9 Inquiries 244. Ownership interest 245. Client privileges 246. Inquiries Disclosure of information 247. Request for assistance 248. Restrictions on disclosure 249. Non-application of section 248(1) 250. Foreign regulatory authorities DIVISION C: REGULATIONS 251. Regulations DIVISION D: OFFENCES AND PENALTIES 252. Name offence 253. Reports 254. Specific offences 255. Company offences 255A. Offences relating to beneficial ownership 256. General penalty 257. Order to comply 258. Limitation 259. Civil remedies unaffected DIVISION E: REPEAL, SAVINGS AND CONSEQUENTIAL AMENDMENTS 260. Repeal and savings 261. Omitted 10 COMPANIES ORDINANCE 2004 AN ORDINANCE to make provision for the registration of companies in St Helena and to provide for related matters. Short title and commencement 1. (1) This Ordinance may be cited as the Companies Ordinance, 2004. (2) This Ordinance comes into operation on a day the Governor appoints by notice in the Gazette. (3) A notice may appoint different days for different provisions or for different purposes of the same provision. PART I CONSTRUCTION AND INTERPRETATION OF ORDINANCE Interpretation 2. In this Ordinance, unless the context otherwise requires— “affairs” means, in relation to any company or other corporate body, the relationship among the company or corporate body, its affiliates and the shareholders, directors and officers of it, but does not include any businesses carried on by the companies or other corporate bodies; “affiliate” means an affiliated company or affiliated corporate body within the meaning of section 3; “approved form” means a form that has been approved for the purpose by the Registrar; “articles” means, unless qualified— (a) the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of re-organisation, articles of dissolution, and articles of revival; and (b) any statute, letters patent, memorandum of association, certificate of incorporation, or other corporate instrument evidencing the existence of a corporate body; “associated” when used to indicate a relationship with any person means— (a) a company or corporate body of which that person beneficially owns or controls, directly or indirectly, shares or debentures convertible into shares, that carry more than 20 percent of the voting rights— (i) under all circumstances; (ii) by reason of occurrence of an event that has occurred and is continuing; or (iii) by reason of a currently exercisable option or right to purchase those shares or those convertible debentures; (b) a partner of that person acting on behalf of the partnership of which they are partners; (c) a trust or estate in which that person has a substantial beneficial interest or in respect of which that person serves as a trustee or in a similar capacity; (d) a spouse of that person; (e) a legitimate or an illegitimate child, a step-child or an adopted child of that person; and (f) a relative of that person or of his or her spouse if that relative has the same residence as that person; “auditor” means a person appointed under section 137 to be the auditor of a company and includes a partnership of auditors; “beneficial interest” or “beneficial ownership” includes ownership through a trustee, legal representative, agent or other intermediary; 11 “corporate body” includes a company within the meaning of this section or other corporate body wherever or however incorporated, other than a corporation sole; “commencement date” means the date on which this Ordinance comes into operation; “company” means a corporate body that is incorporated under this Ordinance; “court” means the St Helena Supreme Court or a judge of the Supreme Court; “corporate instruments” includes any statute, letters patent, memorandum of association, articles of association, certificate of incorporation, certificate of continuance, by-laws, regulations or other instrument by which a corporate body is incorporated or continued or that governs or regulates the affairs of a corporate body; “debenture” includes debenture stock and any bond or other instrument evidencing an obligation or guarantee, whether secured or not; “director” in relation to a corporate body, means a person occupying in it the position of a director by whatever title called; “overseas company” means any firm or other body of persons, whether corporate or incorporated, that is formed under the laws of a country other than St Helena; “foreign regulatory authority” means an authority specified by the Governor by Order published in the Gazette as the authority which exercises any function which in the opinion of the competent authority relates to financial services, companies or insurance; “incorporator” in relation to a company, means a person who signs the articles of incorporation of the company; “legal representative” in relation to a company, shareholder, debenture holder or other person, means a person who stands in place of and represents the company, shareholder, debenture holder or person, and, without limiting that definition, includes, as the circumstances require, a trustee, executor, administrator, assignee, or receiver of the company, shareholder, debenture holder or person; “officer” in relation to a corporate body means— (a) the chair, deputy chair, president or vice-president of the board of directors; (b) the managing director, general manager, comptroller, secretary or treasurer; or (c) any other person who performs for the corporate body functions similar to those normally performed by the holder of any office specified in paragraph (a) or (b) and who is appointed by the board of directors to perform such functions; “ordinary resolution” means a resolution passed by a majority of the votes cast by the shareholders who voted in respect of that resolution; “person” includes a company, trust, partnership, limited duration company or other association; “private company” means a company whose shares or debentures are not available for purchase by the public; “public company” means a company any of whose issued shares or debentures are or were part of a distribution to the public within the meaning of section 7; “record” includes any register, book or other record that is required to be kept by a company or other corporate body; “redeemable share” means a share issued by a company— (a) that the company can purchase or redeem upon demand of the company; or (b) that the company is required by its articles to purchase or redeem at a specified time or upon the demand of a shareholder; “Registrar” means the person appointed as the Registrar of Companies under a power to make such an appointment; “regulations” means regulations made under section 251; “security interest” means any interest in or charge upon any property of a company, by way of mortgage, bond, lien, pledge or other means that is created or taken to secure the payment of an obligation of the company; “send” includes deliver; “series” in relation to shares, means a division of a class of shares; “share” includes stock; “shareholder” in relation to a company, includes— (a) a member of a company described in Divisions A and B of Part III, except where 12 inconsistent with a provision of that Division; (b) the personal representative of a deceased shareholder; (c) the trustee in bankruptcy of a bankrupt shareholder; and (d) a person in whose favour a transfer of shares has been executed but whose name has not been entered in the register of members, or, if 2 or more transfers of those shares have been executed, the person in whose favour the most recent transfer has been made; “special resolution” means a resolution of which at least 21 days’ notice is given which is— (a) passed by a majority of not less than 75% of the votes cast by the shareholders who voted in respect of the resolution; or (b) signed by all the shareholders entitled to vote on the resolution. Corporate relationships Affiliated corporations 3. For the purposes of this Ordinance— (a) one corporate body is affiliated with another corporate body if one of them is the subsidiary of the other, or both are subsidiaries of the same corporate body, or each of them is controlled by the same person; and (b) if 2 corporate bodies are affiliated with the same corporate body at the same time, they are affiliated with each other. Meaning of “control” 4. For the purposes of this Ordinance, a corporate body is controlled by a person if any shares of the corporate body carrying voting rights sufficient to elect a majority of the directors of the corporate body are, except by way of security only, held, directly or indirectly, by or on behalf of that person. Meaning of “holding” 5. For the purposes of this Ordinance a corporate body is the holding corporate body of another if that other corporate body is its subsidiary. Public distribution of corporate securities Meaning of “distribution” to public 6. (1) For the purposes of this Ordinance— (a) a share or debenture of a corporate body is part of a distribution to the public, when, in respect of the share or debenture – (i) there has been, under the laws of St Helena or any other jurisdiction, a filing of a prospectus, statement in lieu of prospectus, registration statement, stock exchange take-over bid circular or similar instrument; or (ii) the share or debenture is listed for trading on any stock exchange wherever situated; and (b) a share or debenture of a corporate body is deemed to be part of a distribution to the public if the share or debenture has been issued and a filing referred to in subparagraph (i) of paragraph (a) would be required if the share or debenture were being issued currently. (2) For the purposes of this Ordinance, the shares or debentures of a company that are issued upon a conversion of other shares or debentures of a company, or in exchange for other shares or debentures, are part of a distribution to the public if any of those others were part of a 13 distribution to the public. (3) For the purposes of this Ordinance— (a) a statement included in a prospectus or a statement in lieu of prospectus is deemed to be untrue if it is misleading in the form and context in which it is included; and (b) a reference to an offer or offering of shares or debentures for subscription or purchase is deemed to include an offer of shares or debentures by way of barter or otherwise. Meaning of “offer” to the public 7. (1) Any reference in this Ordinance to offering shares or debentures to the public includes, unless the contrary intention appears, a reference to offering them to any section of the public, whether selected as clients of the person issuing the prospectus or in any other manner; and references in this Ordinance or in the articles of a company to invitations to the public to subscribe for shares or debentures must, unless the contrary intention appears, be similarly construed. (2) Subsection (1) does not require that any offer or invitation be treated as being made to the public if the offer or invitation can properly be regarded, in all the circumstances, as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by person other than those receiving the offer or invitation, or otherwise as being a domestic concern of the persons making and receiving the offer or invitation. (3) A provision in the articles or by-laws of a company that prohibits invitations to the public to subscribe for shares or debentures does not prohibit the making of an invitation to the shareholders, debenture holders or employees of the company. Meaning of “subsidiary” 8. For the purpose of this Ordinance a corporate body is a subsidiary of another corporate body if it is controlled by that other corporate body. PART II FORMATION AND OPERATION OF COMPANIES DIVISION A: INCORPORATION OF COMPANIES Incorporation 9. (1) Subject to subsection (2), one or more persons may incorporate a company by signing and sending articles of incorporation to the Registrar. (2) No individual who (a) is less than 18 years of age; (b) is of unsound mind and has been so found by a tribunal in St Helena or elsewhere; or (b) has the status of a bankrupt, may form or join in the formation of a company under this Ordinance. (2A)3 The Attorney General may (by the title of that office, acting on behalf of Her Majesty in right of Her Government of St Helena)— (a) incorporate, either alone or in association with others, a company; (b) hold shares in a company limited by shares; 3 Subsection (2A) inserted by Ordinance 11 of 2011 14 (c) be a member of a company limited by guarantee; (d) hold debentures or other securities issued by a company; or (e) be appointed to be a director or other officer of a company. (3) Every company incorporated under this Ordinance must be— (a) a company limited by shares; or (b) a company limited by guarantee. Formalities 10. (1) Articles of incorporation must follow the approved form and set out, in respect of the proposed company (a) its proposed name; (b) the name and address within St Helena of the first registered office of the company; (c) whether the company is limited by shares or guarantee; (d) the classes and any maximum number of shares that the company is authorised to issue; and (i) if there will be 2 or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares; and (ii) if a class of shares can be issued in series, the authority given to the directors to fix the number of shares in, or to decide the designation of, and the rights, privileges, restrictions and conditions attaching to, the shares of each series; (e) if the right to transfer shares of the company is to be restricted, a statement that the right to transfer shares is restricted and the nature of those restrictions; (f) the number of directors, or, subject to section 70(a), the minimum and maximum number of directors; (g) any restrictions on the business that the company may carry on. (1A) The articles of incorporation of a company incorporated under this Ordinance must state that the liability of the members is limited, either to the amount paid on the shares respectively held by them, or to an amount the members respectively undertake by the articles of incorporation to contribute to the assets of the company in the event of its being wound up. (2) The articles may also set out any provisions permitted by this Ordinance or by law to be set out in the articles of the company. (3) If the right to transfer any shares is restricted, a notification to that effect must be given on each share certificate issued in respect of those shares. Required votes 11. (1) Subject to subsection (2), if the articles or any unanimous shareholder agreement require a greater number of votes of directors or shareholders than that required by this Ordinance to effect any action, the provisions of the articles or of the unanimous shareholder agreement prevail. (2) The articles may not require a greater number of votes of shareholders to remove a director than the number specified in section 72. Documentation 12. An incorporator must send to the Registrar with the articles of incorporation the documents required by sections 68(1) and 150(1). Certificate of Incorporation 15 13. Upon receipt of articles of incorporation, the Registrar must issue a certificate of incorporation; and the certificate is conclusive proof of the incorporation of the company named in the certificate. Effective date 14. A company comes into existence on the date shown in its certificate of incorporation. Corporate Name 15. The word “limited”, “corporation” or “incorporated” or the abbreviation “ltd.” or “corp.” or “inc.” or “plc” must be the last part of the name of every company; but a company may use and may be legally designated by either the full or the abbreviated form. Reserved name 16. A company must not be incorporated with or have a name (a) that is prohibited or refused under sections 235 and 236; or (b) that is reserved for another company or intended company under section 234. Name change 17. If, through inadvertence or otherwise, a company (a) comes into existence with a name that contravenes section 16; or (b) is, upon an application to change its name, granted a name that contravenes section 16, the Registrar may direct the company to change its name as provided by this Division. Name revocation 18. If a company has been directed under section 17 to change its name and has not, within 60 days from the service of the direction to that effect, changed its name to a name that complies with this Ordinance – (a) the Registrar may revoke the name of the company and assign to it a name; and (b) until changed as provided by this Division, the name of the company is thereafter the name so assigned. Assigned name 19. (1) When a company has had its name revoked and a name assigned to it under section 18, the Registrar must issue a certificate of amendment showing the new name of the company and must forthwith give notice of the change in the Gazette. (2) Upon the issue of a certificate of amendment under subsection (1), the articles of the company to which the certificate refers are amended accordingly on the date shown in the certificate. Pre-incorporation agreements 20. (1) Except as provided in this section, a person who enters into a written contract in the name of or on behalf of a company before it comes into existence is personally bound by the contract and is entitled to the benefits of the contract. (2) Within a reasonable time after a company comes into existence, it may, by any action or conduct signifying the intention to be bound thereby, adopt a written contract made, in its 16 name or on its behalf, before it came into existence. (3) When a company adopts a contract under subsection (2)— (a) the company is bound by the contract and is entitled to the benefits of it as if the company had been in existence at the date of contract and had been a party to it; and (b) a person who purported to act in the name of the company or on its behalf ceases, except as provided in subsection (4), to be bound by or entitled to the benefits of the contract. (4) Except as provided in subsection (5), whether or not a written contract made before the coming into existence of the company is adopted – (a) a party to the contract may apply to the court for an order fixing obligations under the contract as joint or joint and several, or apportioning liability between or among the company and a person who purported to act in the name of the company or on its behalf; and (b) the court may, upon the application, make any order it thinks fit. (5) If expressly so provided in the written contract, a person who purported to act for or on behalf of a company before it came into existence is not in any event bound by the contract or entitled to the benefits of the contract. DIVISION B: CORPORATE CAPACITY AND POWERS Capacity and powers 21. (1) A company has the capacity, and, subject to any limitations in this Ordinance or any other law, all the rights, powers and privileges of an individual. (2) A company has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside St Helena to the extent that the laws of St Helena and of that jurisdiction permit. (3) It is not necessary for a by-law to be passed to confer any particular power on a company or its directors. (4) This section does not authorise any company to carry on any business or activity in breach of— (a) any enactment prohibiting or restricting the carrying on of the business or activity, or (b) any provision requiring any permission or licence for the carrying on of the business or activity. Powers reduced 22. A company must not carry on any business or exercise any power that it is restricted by its articles from carrying on or exercising, nor must a company exercise any of its powers in a manner contrary to its articles. Validity of acts 23. No act of a company, including any transfer of property to or by a company is invalid by reason only that the act or transfer is contrary to its articles. Notice not presumed 17 24. No person is affected by, or presumed to have notice or knowledge of, the contents of a document concerning a company only because the document has been filed with the Registrar or is available for inspection at any office of the company. No disclaimer allowed 25. A company or a guarantor of an obligation of the company may not assert against a person dealing with the company or with any person who has acquired rights from the company— (a) that any of the articles or by-laws of the company or any unanimous shareholder agreement has not been complied with; (b) that the persons named in the most recent notice to the Registrar under section 68 or 76 are not the directors of the company; (c) that the place named in the most recent notice sent to the Registrar under section 150 is not the registered office of the company; (d) that a person held out by a company as a director, an officer or an agent of the company has not been duly appointed or had no authority to exercise the powers and perform the duties that are customary in the business of the company or usual for such a director, officer or agent; (e) that a document issued by any director, officer or agent of the company with actual or usual authority to issue the document is not valid or not genuine; or (f) that the financial assistance referred to in section 55 or the sale, lease, or exchange of property referred to in section 126 was not authorised, unless that person has, or ought to have by virtue of the person’s position with or relationship to the company, knowledge to the contrary. Contracts of a company 26. (1) A contract made according to this section on behalf of a company— (a) is in form effective in law and binds the company and the other party to the contract; and (b) may be varied or discharged in the same manner that it is authorised by this section to be made. (2) A contract that, if made between individuals, would, by law, be required to be in writing under seal may be made on behalf of a company in writing under seal. (3) A contract that, if made between individuals, would, by law, be required to be in writing or to be evidenced in writing by the parties to be charged by it may be made or evidenced in writing signed in the name or on behalf of the company. (4) A contract that, if made between individuals, would, by law, be valid although made orally only and not reduced to writing may be made orally on behalf of the company. Bills and notes 27. A bill of exchange or promissory note is presumed to have been made, accepted or endorsed on behalf of the company, if— (a) made, accepted or endorsed in the name of the company; or (b) expressed to be made, accepted or endorsed on behalf or on account of the company. Power of attorney 28. (1) A company may, by writing under seal, empower any person, either generally or in respect of any specified matter, as its legal representative to execute deeds on its behalf in 18 any place within or outside St Helena. (2) A deed signed by a person empowered as provided in subsection (1) binds the company and has the same effect as if it were under the company’s seal. Company seals 29. (1) A company may have a common seal with its name engraved on it in legible characters. (1A) Unless required by any enactment to use its common seal, the company may, for the purpose of sealing any document, use either its common seal or any other form of seal. (2) If authorised by its by-laws, a company may have for use in any country other than St Helena or for use in any district or place outside St Helena, an official seal, which must be a facsimile of the common seal of the company with the addition on its face of the name of every country, district or place where it is to be used. (3) Every document to which an official seal of the company is duly affixed binds the company as if it had been sealed with the common seal of the company. (4) A company may, by an instrument in writing under its common seal, authorise any person appointed for that purpose to affix the company’s official seal to any document to which the company is party in the country, district or place where its official seal can be used. (5) Any person dealing with an agent appointed pursuant to subsection (4) in reliance on the instrument conferring the authority may assume that the authority of the agent continues during the period, if any, mentioned in the instrument, or, if no period is so mentioned, until that person has actual notice of the revocation or termination of the authority. (6) A person who affixes an official seal of a company to a document must, by writing under his or her hand, certify on the document the date on which, and the place at which, the official seal is affixed. DIVISION C: SHARE CAPITAL Shares Nature of shares 30. (1) Shares in a company are personal estate and are not of the nature of real estate; and a share is transferable in the manner provided by this Ordinance. (2) Shares in a company are to be without nominal or par value. (3) Subject to subsection (4), each share in a company must be distinguished by an appropriate designation. (4) If at any time all the issued shares in a company, or all the issued shares in a company of a particular class, rank equally for all purposes, none of those shares need thereafter have a distinguishing designation so long as they rank equally for all purposes with all shares for the time being issued, or, as the case may be, all the shares for the time being issued of the particular class. One class of shares 19 31. When a company has only one class of shares, the right of the holders are equal in all respects, and include— (a) the right to vote at any meeting of shareholders; (b) the right to receive any dividend declared by the company; and (c) the right to receive the remaining property of the company on dissolution. Shares classes 32. The articles of a company may provide for more than one class of shares; and, if they so provide— (a) the rights, privileges, restrictions and conditions attaching to the shares of each class must be set out in the articles; and (b) the rights set out in section 31 must be attached to at least one class of shares, but all of those rights need not be attached to the same class of shares. Share issue 33. (1) Subject to the articles, the by-laws, any unanimous shareholder agreement, and section 37, shares may be issued at such times, and to such persons, and for such consideration, as the directors decide. (2) No company may issue bearer shares or bearer share certificates. Consideration 34. (1) A share must not be issued until it is fully paid— (a) in money, or (b) in property or past service that is the fair equivalent of the money that the company would have received if the share had been issued for money. (2) In determining whether property or past service is the fair equivalent of a money consideration, the directors may take into account reasonable charges and expenses of organisation and reorganisation, and payments for property and past services reasonably expected to benefit the company. (3) For the purposes of this section, “property” does not include a promissory note or a promise to pay. Stated capital accounts 35. (1) A company must maintain a separate stated capital account expressed in any of the established currencies for each class and series of shares that it issues. (2) A company must add to the appropriate stated capital account the full amount of the consideration that it receives for any shares that it issues. (3) A company must not reduce its stated capital or any stated capital account except in the manner provided by this Ordinance. (4) A company must not, in respect of a share that it issues, add to a stated capital account an amount greater than the amount of the consideration that it receives for the share. (5) When a company proposes to add an amount to a stated capital account that it maintains in respect of a class or series of shares, that addition to the stated capital account must be approved by special resolution if— 20 (a) the amount to be added was not received by the company as consideration for the issue of shares, and (b) the company has issued any outstanding shares of more than one class or series. (6) Notwithstanding section 34 and subsection (2) of this section— (a) when, in exchange for property, a company issues shares— (i) to a corporate body that was an affiliate of the company immediately before the exchange; or (ii) to a person who controlled the company immediately before the exchange, the company, subject to subsection (4), may add to the stated capital accounts that are maintained for the shares of the classes or series issued the amount agreed, by the company and the corporate body or person, to be the consideration for the shares so exchanged; (b) when a company issues shares in exchange for shares of a corporate body that was an affiliate of the company immediately before the exchange, the company may, subject to subsection (4), add to the stated capital accounts that are maintained for the shares of the classes or series issued an amount that is not less than the amount set out, in respect of the acquired shares of the corporate body, in the stated capital or equivalent accounts of the corporate body immediately before the exchange; (c) when a company issues shares in exchange for shares of a corporate body that becomes, because of the exchange, an affiliate of the company, the company may, subject to subsection (4), add to the stated capital accounts that are maintained for the classes or series issued an amount that is not less than the amount set out, in respect of the acquired shares of the corporate body, in the stated capital or equivalent accounts of the corporate body immediately before the exchange. Series shares 36. (1) The articles of a company may authorise the issue of any class of shares in one or more series, and may authorise the directors to fix the number of shares in and to decide the designation, rights, privileges, restrictions and conditions attaching to the shares of each series, subject to the limitations set out in the articles. (2) If any cumulative dividends or amounts payable on return of capital in respect of a series of shares are not paid in full, the shares of all series of the same class participate rateably in respect of accumulated dividends and return of capital. (3) No rights, privileges, restrictions or conditions attached to a series of shares authorised under this section may confer upon the series a priority in respect of dividends or return of capital over any other series of shares of the same class that are then outstanding. (4) Before the issue of shares of a series authorised under this section, the directors must send to the Registrar articles of amendment in the approved form to designate a series of shares. (5) Upon receipt from a company of articles of amendment designating a series of shares, the Registrar must issue to the company a certificate of amendment. (6) The articles of a company are amended accordingly on the date shown in the certificate of amendment issued under subsection (5). 21 Pre-emptive rights 37. (1) If the articles so provide, no shares of a class of shares may be issued unless the shares have first been offered to the shareholders of the company holding shares of that class; and those shareholders have a pre-emptive right to acquire the offered shares in proportion to their holdings of the shares of that class, at the same price and on the same terms as those shares are to be offered to others. (2) Notwithstanding that the articles of a company provide the pre-emptive right referred to in subsection (1), the shareholders of the company have no pre-emptive right in respect of shares to be issued by the company— (a) for consideration other than money; and (b) pursuant to the exercise of conversion privileges, options or rights previously granted by the company. Conversion privileges 38. (1) A company may grant conversion privileges, options or rights to acquire shares of the company, but must set out the conditions of them in any certificates or other instruments issued in respect of them. (2) Conversion privileges, options and rights to acquire shares of a company may be made transferable or non-transferable; and options and rights to acquire shares may be made separable or inseparable from any debentures or shares to which they are attached. Reserve shares 39. If a company— (a) has granted privileges to convert any debentures or shares issued by the company into shares or into shares of another class or series of shares, or (b) has issued or granted options or rights to acquire shares, then, if the articles of the company limited the number of authorised shares, the company must reserve and continue to reserve sufficient authorised shares to meet the exercise of those conversion privileges, options and rights. Own shares 40. (1) Subject to subsections (3) and (4), and except as provided in sections 41 to 43, a company must not hold shares in itself or in its holding corporate body. (2) A company must cause a subsidiary corporate body of the company that holds shares of the company to sell or otherwise dispose of those shares within 5 years from the date that the corporate body became a subsidiary of the company. (3) A company may in the capacity of a legal representative hold shares in itself or in its holding corporate body unless it, or the holding corporate body, or a subsidiary of either of them, has a beneficial interest in the shares. 22 (4) A company may hold shares in itself or in its holding corporate body by way of security for the purposes of a transaction entered into by it in the ordinary course of a business that includes the lending of money. Acquisition of own shares 41. (1) Subject to subsection (2) and to its articles, a company may purchase or otherwise acquire shares issued by it. (2) A company must not make any payment to purchase or otherwise acquire shares issued by it, if there are reasonable grounds for believing that— (a) the company is unable, or would, after that payment, be unable to pay its liabilities as they become due; or (b) the realisable value of the company’s assets would, after that payment, be less than the aggregate of its liabilities and stated capital of all classes. Other acquisition 42. (1) Notwithstanding section 41(2), but subject to subsection (3) of this section and to its articles, a company may purchase or otherwise acquire its own issued shares— (a) to settle or compromise a debt or claim asserted by or against the company; (b) to eliminate fractional shares; or (c) to fulfil the terms of a non-assignable agreement under which the company has an option or is obligated to purchase shares owned by a director, an officer or an employee of the company. (2) Notwithstanding section 41(2), a company may purchase or otherwise acquire its own shares or own issued shares to satisfy the claim of a shareholder who dissents under section 160. (3) A company must not make any payment to purchase or acquire under subsection (1) shares issued by it if there are reasonable grounds for believing that— (a) the company is unable, or would, after the payment, be unable to pay its liabilities as they become due; or (b) the realisable value of the company’s assets would, after that payment, be less than the aggregate of its liabilities and the amount required for payment on a redemption or in a winding up of all shares the holders of which have the right to be paid before the holders of the shares to be purchased or acquired. Redeemable shares 43. (1) Notwithstanding section 41(2) or (3), but subject to subsection (2) of this section and to its articles, a company may, at prices not exceeding their redemption price stated in its articles or calculated according to a formula stated in its articles, purchase or redeem any redeemable shares issued by it. (2) A company must not make any payment to purchase or redeem any redeemable shares issued by it if there are reasonable grounds for believing that— (a) the company is unable or would, after that payment, be unable to pay its liabilities as they become due; or 23 (b) the realisable value of the company’s assets would, after that payment, be less than the aggregate of— (i) its liabilities; and (ii) the amount that would be required to pay the holders of shares that have a right to be paid, on a redemption or in a winding up, rateably with or before the holders of the shares to be purchased or redeemed. Donated shares 44. Subject to section 48, a company may accept from any shareholder a share of the company surrendered to it as a gift, but may not extinguish or reduce a liability in respect of any amount unpaid on any such share except in accordance with section 46. Voting 45. A company that holds shares in itself or in its holding corporate body must not vote or permit those shares to be voted thereon unless the company— (a) holds the shares in the capacity of a legal representative; and (b) has complied with any provisions in regulations relating to proxies. Stated capital reduction 46. (1) Subject to subsection (3), a company may by special resolution reduce its stated capital by— (a) extinguishing or reducing a liability in respect of an amount unpaid on any share; (b) returning any amount in respect of consideration that the company received for an issued share, whether or not the company purchases, redeems or otherwise acquires any share or fraction thereof that it issued; and (c) declaring its stated capital to be reduced by an amount that is not represented by realisable assets. (2) A special resolution under this section must specify the stated capital account or accounts from which the reduction of stated capital effected by the special resolution will be deducted. (3) A company must not reduce its stated capital under paragraph (a) or (b) of subsection (1) if there are reasonable grounds for believing that— (a) the company is unable, or would, after that reduction, be unable, to pay its liabilities as they become due; or (b) the realisable value of the company’s assets would as a result be less than the aggregate of its liabilities.

(4) A company that reduces its stated capital under this section must, no later than 30 days after the date of the passing of the resolution, serve notice of the resolution on all persons who on the date of the passing of the resolution were creditors of the company. (5) A creditor may apply to the court for an order compelling a shareholder or other recipient— (a) to pay to the company an amount equal to any liability of the shareholder that was extinguished or reduced contrary to this section; or 24 (b) to pay or deliver to the company any money or property that was paid or distributed to the shareholder or other recipient as a consequence of a reduction of capital made contrary to this section. (6) An action to enforce a liability imposed by this section may not be commenced more than 2 years after the date of the act complained of. (7) This section does not affect any liability that arises under section 85 or 86. Stated capital adjustment 47. (1) Upon a purchase, redemption or other acquisition by a company under section 41, 42, 43, 59 or 160, of shares or fractions of shares issued by it, the company must deduct, from the stated capital account maintained for the class or series of shares purchased, redeemed or otherwise acquired, an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series or fractions of them purchased, redeemed or otherwise acquired, divided by the number of issued shares of that class or series immediately before the purchase, redemption or other acquisition. (2) A company must adjust its stated capital accounts in accordance with any special resolution referred to in section 46(2). (3) Upon a conversion of issued shares of a class into shares of another class, or upon a change under Division C of Part I of issued shares of a company into shares of another class or series, the company must— (a) deduct, from the stated capital account maintained for the class or series of shares changed or converted, an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series changed or converted, divided by the number of issued shares of that class or series immediately before the change or conversion; and (b) add the result obtained under paragraph (a), and any additional consideration received by the company pursuant to the change, to the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been changed or converted. (4) For the purposes of subsection (3), when a company issues 2 classes of shares and there is attached to each of the classes a right to convert a share of the one class into a share of the other class, then, if a share of one class is converted into a share of the other class, the amount of stated capital attributable to a share in either class is the aggregate of the stated capital of both classes divided by the number of issued shares of both classes immediately before the conversion. Cancellation of shares 48. Shares or fractions of shares issued by a company and purchased, redeemed or otherwise acquired by the company must be cancelled, or, if the articles of the company limited the number of authorised shares, the shares or fractions may be restored to the status of authorised, but unissued, shares. 25 Presumption re own shares 49. For the purposes of sections 47 and 48, a company holding shares in itself as permitted by section 41 is deemed not to have purchased, redeemed or otherwise acquired those shares. Changing share class 50. (1) Shares issued by a company and converted or changed under Division C of Part I into shares of another class or series of shares become issued shares of the class or series of shares into which the shares have been converted or changed. (2) If its articles limit the number of authorised shares of a class or series of shares of a company and issued shares of that class or series have become, pursuant to subsection (1), issued shares of another class or series, the number of unissued shares of the first-mentioned class or series must, unless the articles of amendment or reorganisation otherwise provide, be increased by the number of shares that, pursuant to subsection (1), became shares of another class or series. Effect of purchase contract 51. (1) A contract with a company providing for the purchase of shares of the company is specifically enforceable against the company except to the extent that the company cannot perform the contract without being in breach of section 41 or 42. (2) In any action brought on a contract referred to in subsection (1), the company has the burden of proving that performance of the contract is prevented by section 41 or 42. (3) Until the company has fully performed a contract referred to in subsection (1), the other party retains the status of a claimant who is entitled to be— (a) paid as soon as the company is lawfully able to do so; or (b) ranked in a winding up subordinate to the rights of creditors but in priority to the shareholders. Commission for share purchase 52. The directors of a company, acting honestly and in good faith with a view to the best interests of the company, may authorise the company to pay a commission to any person in consideration of the person purchasing or agreeing to purchase shares of the company from the company or from any other person, or procuring or agreeing to procure purchasers for any such shares. Prohibited dividend 53. A company must not declare or pay a dividend if there are reasonable grounds for believing that— (a) the company is unable, or would, after the payment, be unable, to pay its liabilities as they become due; or (b) the realisable value of the company’s assets would as a result be less than the aggregate of its liabilities and stated capital of all classes. 26 Payment of dividend 54. (1) Subject to subsection (2) a company may pay a dividend in money, in property, or by issuing fully paid shares of the company. (2) A company must not pay a dividend in money or in property out of unrealised profits. (3) If shares of a company are issued in payment of a dividend, the value of the dividend stated as an amount in money must be added to the stated capital account maintained or to be maintained for the shares of the class or series issued in payment of the dividend. Illicit loans by company 55. (1) When circumstances prejudicial to the company exist, the company or any company with which it is affiliated must not, except as permitted by section 56, directly or indirectly, give financial assistance by means of a loan guarantee or otherwise— (a) to a shareholder, director, officer or employee of the company or affiliated company, or to an associate of any such person for any purpose; or (b) to any person for the purpose of, or in connection with, a purchase of a share issued or to be issued by the company or a company with which it is affiliated. (2) Circumstances prejudicial to the company exist in respect of financial assistance mentioned in subsection (1) when there are reasonable grounds for believing that— (a) the company is unable or would, after giving the financial assistance, be unable to pay its liabilities as they become due; or (b) the realisable value of the company’s assets, excluding the amount of any financial assistance in the form of a loan and in the form of assets pledged or encumbered to secure a guarantee, would, after giving the financial assistance, be less than the aggregate of the company’s liabilities and stated capital of all classes. Permitted loans 56. Notwithstanding section 55, a company may give financial assistance to any person by means of a loan, guarantee or otherwise— (a) in the ordinary course of business, if the lending of money is part of the ordinary business of the company; (b) on account of expenditures incurred or to be incurred on behalf of the company; (c) to a holding corporate body if the company is a wholly-owned subsidiary of the holding corporate body; (d) to a subsidiary corporate body of the company; and (e) to employees of the company or any of its affiliates— (i) to enable or assist them to purchase or erect living accommodation for their own occupation; (ii) in accordance with a plan for the purchase of shares of the company or any of its affiliates to be held by a trustee; or (iii) to enable or assist them to improve their education or skills, or to meet reasonable medical expenses. 27 Enforcement of illicit loans 57. A contract made by a company contrary to section 55 may be enforced by the company or by a lender for value in good faith without notice of the contravention. Immunity of shareholders 58. The shareholders of a company are not, as shareholders, liable for any liability, act or default of the company except under section 46(5) or 125(2). Lien on shares 59. (1) Subject to this Ordinance, the articles of a company may provide that the company has a lien on a share registered in the name of a shareholder or the shareholder’s legal representative for a debt of that shareholder to the company. (2) A company may enforce a lien referred to in subsection (1) in accordance with its by-laws. DIVISION D: MANAGEMENT OF COMPANIES Duty of directors to manage company 60. (1) Subject to any unanimous shareholder agreement, the directors of a company must— (a) exercise the powers of the company directly or indirectly through the employees and agents of the company; and (b) direct the management of the business and affairs of the company. (2) The directors of a public company must take all reasonable steps to ensure that the secretary or each joint secretary of the company is a person who appears to the directors to have the requisite knowledge and experience to discharge the functions of a public company. (3) For the purposes of this section, a person— (a) who immediately before the commencement date of this Ordinance held the office of secretary, assistant secretary or deputy secretary of a public company; (b) who, for at least 3 of the 5 years immediately preceding his or her appointment as secretary, held the office of secretary to a public company; (c) who is a member of good standing of a recognised accounting body approved by the Registrar; (d) who is a legal practitioner; or (e) who by virtue of holding or having held any other position appears to be capable of discharging the functions of a secretary of a public company, may be assumed by a director of a public company to have the requisite knowledge and experience to discharge the functions of a secretary to the pubic company, if the director does not know otherwise. Number of directors 28 61. A company must have at least one director but a public company must have no fewer than 3 directors, at least 2 of whom are not officers or employees of the company or any of its affiliates. Restricted powers 62. If the powers of the directors of a company to manage the business and affairs of the company are in whole or in part restricted by the articles of the company, the directors have all the rights, powers and duties of the directors to the extent that the articles do not restrict those powers; but the directors are thereby relieved of their duties and liabilities to the extent that the articles restrict their powers. By-law powers 63. (1) Unless the articles, by-laws, or a unanimous shareholder agreement otherwise provide, the directors of a company may by resolution make, amend, or repeal any by-laws for the regulation of the business or affairs of the company. (2) The directors of a company must submit by-laws, or any amendment or repeal of a by-law made under subsection (1) to the shareholders of the company at the next meeting of shareholders after the making, amendment or repeal of the by-law; and the shareholders may, by ordinary resolution, confirm, amend or reject the by-law, amendment or repeal. (3) A by-law, or any amendment or repeal of a by-law, is effective from the date of the resolution of the directors making, amending or repealing the by-law until— (a) the by-law, amendment or repeal is confirmed, amended or rejected by the shareholders pursuant to subsection (2); or (b) the by-law, amendment or repeal ceases to be effective pursuant to subsection (4), and, if the by-law, amendment or repeal is confirmed or amended by the shareholders, it continues in effect in the form in which it was confirmed or amended. (4) If a by-law, or an amendment or repeal of a by-law is not submitted to the shareholders as required by subsection (2), or is rejected by the shareholders, the by-law, amendment or repeal ceases to be effective; and no subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect is effective until the resolution is confirmed, with or without amendment, by the shareholders. (5) A shareholder who is entitled to vote at an annual meeting of shareholders may make a proposal to make, amend or repeal a by-law. Organisational meeting 64. (1) After the issue of a certificate of incorporation of a company, a meeting of the directors of the company must be held at which the directors may— (a) make by-laws; (b) adopt forms of share certificates and corporate records; (c) authorise the issue of shares; (d) appoint officers; (e) appoint an auditor to hold office until the first annual meeting of shareholders; (f) make banking arrangements; and 29 (g) transact any other business. (2) An incorporator or a director may call a meeting of directors referred to in subsection (1) by giving by post not less than 7 clear days’ notice of the meeting to each director and stating in the notice the time and place of the meeting. Disqualified directors 65. (1) An individual who is prohibited by section 9(2) from forming or joining in the formation of a company may not be a director of any company. (2) An individual who is disqualified under section 66 from being a director of a company may not, during that period of disqualification, be a director of any company. Court disqualified directors 66. (1) If, on the application of the Registrar, it is made to appear to the court that an individual is unfit to be concerned in the management of a public company, the court may order that, without the prior leave of the court, that individual may not be a director of the company, or in any way, directly or indirectly, be concerned with the management of the company for a period specified in the order that— (a) begins with— (i) the date of the order; or (ii) if the individual is undergoing, or is to undergo a term of imprisonment and the court so directs - the date on which he completes that term of imprisonment or is otherwise released from prison; and (b) does not exceed 5 years. (2) In deciding whether or not to make an order under subsection (1), the court must have regard to all the circumstances that it considers relevant, including any previous convictions of the individual in St Helena or elsewhere for an offence involving fraud or dishonesty or in connection with the promotion, formation or management of any corporate body. (3) Before making an application under this section in relation to any individual, the Registrar must give the individual not less than 10 days’ notice of the Registrar’s intention to make the application. (4) On the hearing of an application by the Registrar under this section or an application for leave under this section to be concerned with the management of a public company, the Registrar and any individual concerned with the application may appear and call attention to any matters that are relevant, and may give evidence, call witnesses and be represented by a legal practitioner. No qualification required 67. Unless the articles of a company otherwise provide, a director of the company need not hold shares issued by the company. 30 Notice of directors 68. (1) When sending articles of incorporation of a company to the Registrar, the incorporators must send, in the approved form, a notice of the names of the directors of the company; and the Registrar must file the notice. (2) Each director named in the notice referred to in subsection (1) holds office as a director of the company from the issue of the certificate of incorporation of the company until the first meeting of the shareholders of the company. (3) Subject to section 70(b), the shareholders of a company must by ordinary resolution at the first meeting of the company, and at each following annual meeting at which an election of directors is required, elect directors to hold office for a term expiring no later than the close of the third annual meeting of the shareholders of the company following the election. (4) It is not necessary that all the directors of a company elected at a meeting of shareholders hold office for the same term. (5) A director who is not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of shareholders following the election. (6) Notwithstanding subsections (2), (3) and (5), if directors are not elected at a meeting of shareholders, the incumbent directors continue in office until their successors are elected. (7) If a meeting of shareholders fails, by reason of the disqualification, incapacity or death of any candidates, to elect the number or the minimum number of directors required by the articles of the company, the directors elected at that meeting may exercise all the powers of the directors as if the number of directors so elected constituted a quorum. (8) The articles of a company or an unanimous shareholder agreement may, for terms expiring no later than the close of the third annual meeting of the shareholders following the election, provide for the election or appointment of directors by the creditors or employees of the company or by any classes of these creditors or employees. Alternate directors 69. (1) A meeting of the shareholders of a company may, by ordinary resolution, elect a person to act as a director in the alternative to a director of the company, or may authorise the directors to appoint such alternative directors as are necessary for the proper discharge of the affairs of the company. (2) An alternate director has all the rights and powers of the director for whom the alternate is elected or appointed, except that an alternate director is not entitled to attend and vote at any meeting of the directors otherwise than in the absence of that other director. Cumulative voting 70. If the articles of a company provide for cumulative voting, the following rules apply— 31 (a) the articles must require a fixed number, and not a minimum and maximum number of directors; (b) each shareholder who is entitled to vote at an election of directors has the right to cast a number of votes equal to the number of votes attached to the shares held by that shareholder, multiplied by the number of directors to be elected, and the shareholder may cast all the votes in favour of one candidate, or distribute them among the candidates in any manner; (c) a separate vote of shareholders must be taken with respect to each candidate nominated for director unless a resolution is passed unanimously permitting 2 or more persons to be elected by a single resolution; (d) if a shareholder votes for more than one candidate without specifying the distribution of votes among the candidates, the votes are distributed equally among the candidates for whom the shareholder votes; (e) if the number of candidates nominated for director exceeds the number of positions to be filled, the candidates who receive the least number of votes must be eliminated until the number of candidates remaining equals the number of positions to be filled; (f) every director ceases to hold office at the close of the first annual meeting of shareholders following the election; (g) a person must not be removed from office as a director if the votes cast against the person’s removal would be sufficient to elect the person, and those votes could be voted cumulatively at the election at which the same total number of votes were cast, and the number of directors required by the articles were then being elected; and (h) the number of directors required by the articles must not be decreased if the votes cast against the motion to decrease would be sufficient to elect a director and those votes could be voted cumulatively at an election at which the same total number of votes were cast and the number of directors required by the articles were then being elected. Termination of office 71. (1) A director of a company ceases to hold office when the director— (a) resigns; (b) is removed in accordance with section 72; (c) becomes disqualified under section 65 or 66; or (d) being an individual, dies (2) The resignation of a director of a company becomes effective when a written resignation is sent to the company or at the time specified in the resignation, whichever is later. Removal of directors 72. (1) Subject to section 70(g), the shareholders of a company may (a) by ordinary resolution at a special meeting, remove any director from office; or (b) if a director was elected for a term exceeding one year and is not up for re-election at an annual meeting, remove the director by ordinary resolution at that meeting. (2) If the holders of any class or series of shares of a company have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series of shares. 32 (3) Subject to section 70(b) to (e), a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed, or, if the vacancy is not so filled, it may be filled pursuant to section 74. Right to notice 73. (1) A director of a company is entitled to receive notice of, and to attend and be heard at, every meeting of shareholders. (2) A director who— (a) resigns; or (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing him from office; or (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill the office of director, whether because of resignation or removal, or because the term of office has expired or is about to expire, may submit to the company a written statement giving the reasons for the resignation or the reasons why the director opposes any proposed action or resolution. (3) The company must forthwith send a copy of the statement referred to in subsection (2) to the Registrar and to every shareholder entitled to receive notice of any meeting referred to in subsection (1). (4) No company or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (3). Filling vacancy 74. (1) Subject to subsections (3) and (4), a quorum of directors of a company may fill a vacancy among the directors of the company, except a vacancy resulting from an increase in the number or minimum number of directors, or from a failure to elect the number or minimum number of directors required by the articles of the company. (2) If there is no quorum of directors, or if there has been a failure to elect the number or minimum number of directors required by the articles, the directors then in office must forthwith call a special meeting of shareholders to fill the vacancy; and, if they fail to call a meeting, or if there are no directors then in office, the meeting may be called by any shareholder. (3) If the holders of any class or series of shares of a company have an exclusive right to elect one or more directors and a vacancy occurs among those directors— (a) then, subject to subsection (4), the remaining directors elected by that class or series may fill the vacancy, except a vacancy resulting from an increase in the number or minimum number of directors for that class or series, or from a failure to elect the number or minimum number of directors for that class or series; or (b) if there are no such remaining directors, any holder of shares of that class or series may call a meeting of the holders thereof for the purpose of filling the vacancy. (4) The articles of a company may provide that a vacancy among the directors be filled only by— 33 (a) a vote of the shareholders; or (b) a vote of the holders of any class or series of shares having an exclusive right to elect one or more directors, if the vacancy occurs among the directors elected by that class or series. (5) A director appointed or elected to fill a vacancy holds office for the unexpired term of the director’s predecessor. Numbers changed 75. The shareholders of a company may amend the articles of the company to increase or, subject to 70(b) to decrease, the number of directors, or the minimum or maximum number of directors, but no decrease shortens the term of the incumbent director. Notice of change 76. (1) Within 15 days after a change is made among its directors, a company must send to the Registrar a notice in the approved form setting out the change; and the Registrar must file the notice. (2) Any interested person, or the Registrar, may apply to the court for an order to require a company to comply with subsection (1); and the court may so order and make any further order it thinks fit. Directors’ meeting 77. (1) Unless the articles or by-laws of a company otherwise provide, the directors of a company may meet at any place, and upon such notice as the by-laws require. (2) Subject to the articles or by-laws, a majority of the number of directors or minimum number of directors required by the articles constitutes a quorum at any meeting of directors; and notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors. Notice and waiver 78. A director may, in any manner, waive a notice of meeting of directors; and attendance of a director at a meeting of directors is a waiver of notice of the meeting by the director except when the director 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. Adjourned meeting 79. Notice of an adjourned meeting of directors need not be given if the time and place of the adjourned meeting is announced at the original meeting. One director 80. If a company has only one director, that director constitutes a meeting. 34 Telephone participation 81. (1) Subject to the by-laws of a company, a director may, if all the directors of the company consent, participate in a meeting of directors of the company or of a committee of the directors by means of such telephone or other communication facilities as permit all persons participating in the meeting to hear each other. (2) A director who participates in a meeting of directors by such means as are described in subsection (1) is, for the purposes of this Ordinance, present at the meeting. Delegation of powers 82. (1) Directors of a company may appoint from their number a managing director or a committee of directors and delegate to the managing director or committee any of the powers of the directors. (2) Notwithstanding subsection (1), no managing director and no committee of directors of a company may— (a) submit to the shareholders any question or matter requiring the approval of the shareholders; (b) fill a vacancy among the directors or in the office of auditor; (c) issue shares except in the manner and on the terms authorised by the directors; (d) declare dividends; (e) purchase, redeem or otherwise acquire shares issued by the company; (f) pay a commission referred to in section 52; (g) approve any financial statements referred to in section 128; or (h) adopt, amend or repeal by-laws. Validity of acts 83. An act of a director or officer is valid notwithstanding any irregularity in the election or appointment, or any defect in the qualifications of the director. Resolution in writing 84. (1) If a resolution in writing is signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors— (a) the resolution is as valid as if it had been passed at a meeting of directors or a committee of directors; and (b) the resolution satisfies all the requirements of this Ordinance relating to meetings of directors or committees of directors. (2) A copy of every resolution referred to in subsection (1) must be kept with the minutes of the proceedings of the directors or committee of directors. Liability of directors Liability for share issue 35 85. Directors of a company who vote for or consent to a resolution authorising the issue of a share under section 33 for a consideration other than money are jointly and severally liable to the company to make good any amount by which the consideration received is less than the fair equivalent of the money that the company would have received if the share had been issued for money on the date of the resolution. Liability for other acts 86. Directors of a company who vote for, or consent to, a resolution authorising— (a) a purchase, redemption or other acquisition of shares contrary to any of sections 41, 42 or 43; (b) a commission contrary to section 52; (c) a payment of a dividend contrary to section 53 or section 54; (d) financial assistance contrary to section 55, are jointly and severally liable to restore to the company any amounts so distributed or paid and not otherwise recovered by the company. Contribution for judgement 87. A director who has satisfied a judgement founded on a liability under section 85 or section 86 is entitled to contribution from the other directors who voted for or consented to the unlawful act upon which the judgement was founded. Recovery by action 88. (1) A director who is liable under section 86 may apply to the court for an order compelling a shareholder or other recipient to pay or deliver to the director any money or property that was paid or distributed to the shareholder or other recipient contrary to any of sections 42, 52, 53, 54, 55 or 56. (2) In connection with an application under subsection (1) the court may, if satisfied that it is equitable to do so— (a) order a shareholder or other recipient to pay or deliver to a director any money or property that was paid or distributed to the shareholder or other recipient contrary to a provision of any of sections 41, 42, 43, 52, 53, 54, 55, 56 or 99 to 103; (b) order a company to return or issue shares to a person from whom the company has purchased, redeemed or otherwise acquired shares; or (c) make any further order it thinks fit. Defence to liability 89. A director of a company is not liable under section 85 if the director did not know and could not reasonably have known that the share was issued for a consideration less than the fair equivalent of the money that the company would have received if the share had been issued for money. Time limit on liability 36 90. An action to enforce a liability imposed under section 85 or section 86 may not be commenced more than 2 years after the date of the resolution authorising the action complained of. Contractual interest Interests in contracts 91. (1) A director or officer of a company— (a) who is a party to a material contract or proposed material contract with the company; or (b) who is a director or an officer of any body, or has a material interest in any body, that is a party to a material contract or proposed material contract with the company, must disclose in writing to the company or request to have entered in the minutes of meetings of directors the nature and extent of the interest. (2) The disclosure required by subsection (1) must be made, in the case of a director of a company— (a) at the meeting at which a proposed contract is first considered; (b) if the director was not then interested in a proposed contract, at the first meeting after the director becomes so interested; (c) if the director becomes interested after a contract is made, at the first meeting after the director becomes so interested; or (d) if a person who is interested in a contract later becomes a director of the company, at the first meeting after the interested person becomes a director. (3) The disclosure required by subsection (1) must be made, in the case of an officer of a company who is not a director— (a) forthwith after the officer becomes aware that the contract, or proposed contract is to be considered, or has been considered, at a meeting of directors of the company; (b) if the officer becomes interested after a contract is made, forthwith after the officer becomes so interested; or (c) if a person who is interested in a contract later becomes an officer of the company, forthwith after the interested person becomes an officer. (4) If a material contract or a proposed material contract is one that, in the ordinary course of the company’s business, would not require approval by the directors or shareholders of the company, a director or officer of the company must disclose in writing to the company, or request to have entered in the minutes of meeting of directors, the nature and extent of the interest immediately after the director or officer becomes aware of the contract or proposed contract. (5) (1) A director of a company who is referred to in subsection (1) may vote on any resolution to approve a contract in which the director has an interest, if the contract— (a) is an arrangement by way of security for money loaned to, or obligations undertaken by the director for the benefit of the company or an affiliate of the company; (b) is a contract that relates primarily to the director’s remuneration as a director, officer, employee or agent of the company or an affiliate of the company; (c) is a contract for indemnity or insurance under sections 99 to 103; (d) is a contract with an affiliate of the company; or 37 (e) subject to subsection (2), is a contract other than one referred to in paragraphs (a) to (d). (6) In the case of a contract described in subsection (1)(e), no resolution is valid unless notice of the nature and extent of the director’s interest in the contract is declared and disclosed in reasonable detail to the shareholders of the company and the resolution is approved by not less than 2/3 of the votes. Interest declaration 92. For the purposes of section 91, a general notice to the directors of a company by a person who is a director or an officer of the company declaring that the person is a director or officer of, or has a material interest in, another body, and is to be regarded as interested in any contract with that body, is a sufficient declaration of interest in relation to any such contract. Avoidance of nullity 93. (1) If the conditions in subsection (2) are satisfied, a material contract between a company and one or more of its directors or officers, or between a company and another body of which a director or officer of the company is a director or officer, or in which the director has a material interest, is neither void nor voidable only because— (a) of that relationship; or (b) a director with an interest in the contract is present at, or is counted to ascertain the presence of a quorum at, a meeting of directors or a committee of directors that authorised the contract. (2) The conditions are that– (a) the director or officer disclosed the interest in accordance with section 91(2), (3) or (4), or with section 92, as the case may be; and (b) the contract was approved by the directors or the shareholders and was reasonable and fair to the company at the time it was approved. Setting aside contract 94. If a director or officer of a company fails to disclose, in accordance with section 91 or section 92, an interest in a material contract made by the company, the court may, upon the application of the company or a shareholder of the company set aside the contract on any terms the court thinks fit. Officers of the company Designation of officers, etc 95. Subject to this Ordinance and to the articles or by-laws of a company or any unanimous shareholder agreement— (a) the directors of the company may designate the officers of the company, appoint as officers persons of full capacity, specify their duties and delegate to them powers to manage the business and affairs of the company, except powers to do anything referred to in section 82(2); (b) a director may be appointed to any office of the company; and 38 (c) 2 or more offices of the company may be held by the same person. Borrowing powers of directors Borrowing powers 96. (1) Unless the articles or by-laws of, or any unanimous shareholder agreement relating to, the company otherwise provide, the directors of the company may, without authorisation of the shareholders— (a) borrow money upon the credit of the company; (b) issue, re-issue, sell or pledge debentures of the company; (c) subject to section 55, give a guarantee on behalf of the company to secure performance of an obligation of any person; and (d) mortgage, charge, pledge, or otherwise create to secure any obligation of the company or any other person a security interest in all or any property of the company that is owned or subsequently acquired by the company. (2) Notwithstanding section 82(2) and 95(a), unless the articles or by-laws of, or any unanimous shareholder agreement relating to, a company otherwise provide, the directors of the company may by resolution delegate the powers mentioned in subsection (1) to a director, a committee of directors or any officer of the company. Duty of directors and officers Duty of care 97. (1) Every director and officer of a company in exercising the powers and discharging the duties of the office must— (a) act honestly and in good faith with a view to the best interests of the company; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. (2) In deciding what the best interests of a company are, a director must have regard to the interest of the company’s employees in general as well as the interests of its shareholders. (3) The duty imposed by subsection (2) on the directors of a company is owed by them to the company alone; and the duty is enforceable in the same way as any other fiduciary duty owed to a company by its directors. (4) No information about the business or affairs of a company may be disclosed by a director or officer of the company except— (a) for the purposes of the exercise or performance of functions as a director or officer; (b) for the purposes of any legal proceedings; (c) pursuant to the requirements of any enactment; or (d) when authorised by the company. (5) Every director and officer of a company must comply with this Ordinance and the regulations, with the articles and by-laws of the company, and with any unanimous shareholder agreement relating to the company. 39 (6) Subject to section 125(2), no provision in a contract, the articles of a company, its by-laws or any resolution, relieves a director or officer of the company from the duty to act in accordance with this Ordinance or the regulations, or relieves an officer or director from liability for a breach of this Ordinance or the regulations. Dissenting to resolutions 98. (1) A director who is present at a meeting of the directors or of a committee of directors is presumed to consent to any resolution passed or action taken at that meeting, unless the director— (a) requests that the director’s dissent be entered in the minutes of the meeting; (b) sends a written dissent to the secretary of the meeting before the meeting is adjourned; or (c) sends a written dissent by registered post or delivers it to the registered office of the company immediately after the meeting is adjourned. (2) A director who votes for, or consents to, a resolution may not dissent under subsection (1). (3) A director who was not present at a meeting at which a resolution was passed or action taken is presumed to have consented to it unless, within 7 days after the director becomes aware of the resolution, the director— (a) causes the director’s dissent to be placed with the minutes of the meeting; or (b) sends a written dissent by registered post or delivers it to the registered office of the company. (4) A director is not liable under any of section 85, 86 or 97 if the director relies in good faith upon— (a) financial statements of the company represented to the director by an officer of the company; or (b) a report of a legal practitioner, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by the director. Indemnities Indemnifying directors, etc. 99. (1) Except in respect of an action by or on behalf of a company or corporate body to obtain a judgement in its favour, a company may indemnify— (a) a director or officer of the company; (b) a former director or officer of the company; or (c) a person who acts or acted at the company’s request as a director or officer of a corporate body of which the company is or was a shareholder or creditor, and that person’s legal representatives, against all costs, charges and expenses (including an amount paid to settle an action or satisfy a judgement) reasonably incurred by the director or officer in respect of any civil, criminal or administrative action or proceeding to which the director or officer is made a party by reason of being, or having been, a director or officer of that company or corporate body. (2) Subsection (1) does not apply unless the director or officer to be so indemnified— 40 (a) acted honestly and in good faith with a view to the best interests of the company; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that the conduct was lawful. Indemnity for derivative action 100. A company may with the approval of the court indemnify a person referred to in section 99 in respect of an action— (a) by or on behalf of the company or corporate body to obtain a judgement in its favour; and (b) to which the person is made a party by reason of being or having been a director or an officer of the company or corporate body, against all costs, charges and expenses reasonably incurred by the person in connection with the action, if the person fulfils the conditions set out in section 99(2). Right to indemnity 101. Notwithstanding anything in section 99 or 100, a person described in section 99 is entitled to indemnity from the company in respect of all costs, charges and expenses reasonably incurred by the person in connection with the defence of any civil, criminal or administrative action or proceedings to which the person is made a party by reason of being, or having been, a director or officer of the company or corporate body, if the conditions in subsection (2) are satisfied. (2) The conditions are that the person seeking indemnity— (a) was substantially successful on the merits in defending the action or proceeding; (b) qualifies in accordance with the standards set out in section 99 or 100; and (c) is fairly and reasonably entitled to indemnity. Insurance of directors, etc. 102. A company may purchase and maintain insurance for the benefit of any person referred to in section 99 against any liability incurred by the person under section 97(1)(b) in the capacity as a director or officer of the company. Court approval of indemnity 103. (1) A company or person referred to in section 99 may apply to the court for an order approving an indemnity under section 100 or section 101; and the court may so order and make any further order it thinks fit. (2) An applicant under subsection (1) must give the Registrar notice of the application; and the Registrar may appear and be heard in person or by a legal practitioner. (3) Upon an application under subsection (1), the court may order notice to be given to any interested person; and that person may appear and be heard in person or by a legal practitioner. Remuneration 41 104. Subject to its articles or by-laws, or any unanimous shareholder agreement, the directors of a company may fix the remuneration of the directors, officers and employees of the company. DIVISION E: SHAREHOLDERS OF COMPANIES Place of meetings 105. (1) Meetings of shareholders of a company must be held at a place within St Helena provided in the by-laws, or, in the absence of any such provision, at a place within St Helena that the directors decide. (2) Notwithstanding subsection (1), a meeting of shareholders of a company may be held outside St Helena if all the shareholders entitled to vote at the meeting so agree. (3) A shareholder who attends a meeting of shareholders held outside St Helena is presumed to agree to its being so held unless the shareholder attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held. Meetings outside St Helena 106. Notwithstanding section 105, if the articles of a company so provide, meetings of shareholders of the company may be held outside St Helena at one or more places specified in the articles. Calling meetings 107. The directors of a company— (a) must call an annual meeting of shareholders no later than 18 months after the company comes into existence, and subsequently no later than 15 months after holding the last preceding annual meeting; and (b) may at any time call a special meeting of shareholders. Record date of shareholders 108. (1) For the purpose of— (a) ascertaining the shareholders of the company who are entitled— (i) to receive payment of a dividend; or (ii) to participate in a winding-up distribution; or (b) ascertaining 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 ascertaining shareholders; but that record date must not precede by more than 30 days the particular action to be taken. (2) For the purpose of ascertaining 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 ascertaining shareholders; but the record date must not precede by more than 30 days or by less than 7 days the date on which the meeting is to be held. 42 Statutory date 109. If no record date is fixed— (a) the record date for ascertaining 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 ascertaining 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 110. If a record date is fixed under section 108, notice of it must, in the case of a public company, be given by advertisement in a newspaper distributed in St Helena not less than 7 days before the date so fixed. Notice of meeting 111. (1) Notice of the time and place of a meeting of shareholders must be sent not less than 7 days nor more than 30 days before the meeting to— (a) each shareholder entitled to vote at the meeting; (b) each director; and (c) the auditor of the company.

(2) A notice of a meeting of shareholders of a company does not need 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 decided under section 108 or section 109, 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 a total of 30 days or more, notice of the adjourned meeting must be given as for an original meeting. Special business 112. (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) consideration of the financial statements; (b) the directors’ report, if any; (c) the auditor’s report, if any; (d) approval of dividends; (e) election of directors; and (f) re-appointment of the incumbent auditor. 43 (2) Notice of a meeting of shareholders at which special business is to be transacted must 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. Shareholder meetings; waiver of notice and telephone participation 113. (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 the person 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 any telephone or other communication facilities that permit all persons participating in the meeting to hear each other. Shareholders list List of shareholders 114. (1) A company must— (a) no later than 10 days after the record date is fixed under section 108(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 108(2), a person named in the list prepared under subsection (1)(a) of this section is, subject to subsection (3), entitled, at the meeting to which the list relates, to vote the share shown opposite the person’s name. (3) If a person has transferred the ownership of any of the person’s shares in a company after the record date fixed by the company, and if the transferee of those shares – (a) produces properly endorsed share certificates to the company or otherwise establishes to the company that the person owns the shares; and (b) demands, no later than 10 days before the meeting of the shareholders of the company, that the person’s name be included in the list of shareholders before the meeting, the transferee may vote that person’s shares at the meeting. (4) If a company does not fix a record date under 108(2), a person named in a list of shareholders prepared under subsection (1)(b) of this section may, at the meeting to which the list relates, vote the share shown opposite the person’s name. 44 Examination of list 115. 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 Quorum at meetings 116. (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, even if 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 must stand adjourned to the same day 2 weeks later, 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) If 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 constitutes a meeting. Voting the shares Right to vote share 117. 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 118. (1) When a corporate body or association is a shareholder of a company, the company must recognize any individual authorised by a resolution of the directors or governing body of the corporate body 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 corporate body or association that he or she represents, all the powers it could exercise if it were an individual shareholder. Joint shareholders 45 119. 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 must vote as one on the share jointly held by them. Voting method at meeting 120. (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders must 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 either before or after any vote by show of hands. Resolution in writing 121. (1) Unless a written statement is submitted by a director under section 73 or by 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 had been passed at a meeting of the shareholders; and (b) a resolution in writing dealing with all matters required by this Ordinance 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 Ordinance relating to a meeting of shareholders. (2) A copy of every resolution referred to in subsection (1) must be kept with the minutes of the meetings of shareholders, but failure so to keep such a copy does not render void any action taken by the company. Compulsory meeting Requisitioned shareholders meetings 122. (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 similar form, each signed by one or more shareholders of the company, must – (a) state the business to be transacted at the meeting; and (b) 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 must call a meeting of shareholders to transact the business stated in the requisition, unless— (a) a record date has been fixed under 108(2) and notice of it has been given under section 110; or (b) the directors have called a meeting of shareholders and have given notice of it under section 108. 46 (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 affairs Court review of controversy 123. (1) A company or a shareholder or director of a 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. Shareholder agreements Pooling agreement 124. 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 agreement 125. (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 a resolution in writing dealing with 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. 47 (4) If any unanimous shareholder agreement is executed or terminated, written notice of that fact, together with the date of the execution or termination, must be filed with the Registrar within 15 days after the execution or termination. Shareholder approvals Extraordinary transactions 126. (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 of a meeting of shareholders complying with section 108 must be sent in accordance with that section to each shareholder and must— (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 them 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. DIVISION F: FINANCIAL DISCLOSURE Accounts 127. (1) A company, other than a public company (for which provision is made elsewhere in this Ordinance), must keep proper books of accounts or other records with respect to— (a) all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure take place; (b) all sales and purchases of goods by the company; and (c) the assets and liabilities of the company. 48 (2) The books of accounts or other records must be such as are necessary to give a true and fair view of the state of the company’s affairs and to explain its transactions. Annual financial returns 128. (1) Subject to this section and to section 129, the directors of a public company must place before the shareholders at every annual meeting of the shareholders of the company— (a) comparative financial statements, as prescribed, relating separately to— (i) the period that began on the date the company came into existence and ended not more than 12 months after that date, or, if the company has completed a financial year, the period that began immediately after the end of the last period for which financial statements were prepared and ended not more than 12 months after the beginning of that period; and (ii) the immediately preceding financial year; (b) the report of the auditor; and (c) any further information respecting the financial position of the company and the results of its operations required by the articles of the company, its by-laws, or any unanimous shareholder agreement. (2) The financial statements required by subsection (1)(a)(ii) may be omitted if the reason for the omission is set out in the financial statements, or in a note to them to be placed before the shareholders at an annual meeting. (3) The Registrar may in any particular case adjust the period relating to which comparable financial statements are to be placed before the shareholders at any annual meeting. Exemption for information 129. Upon the application of a company referred to in section 128 for authorisation to omit for information from its financial statements any prescribed item or to dispense with the publication of any particular financial statement, the Registrar may, if the Registrar reasonably believes that disclosure of the information therein contained would be detrimental to the company, permit its omission on such reasonable conditions as the Registrar thinks fit. Consolidated financial returns 130. (1) A company must keep at its registered office a copy of the financial statements of each of its subsidiary corporate bodies the accounts of which are consolidated in the financial statements of the company. (2) Shareholders of a company and their agents and legal representatives may, upon request, examine the statements referred to in subsection (1) during the usual business hours of the company, and may make extracts from those statements, free of charge. (3) A company may, within 15 days of a request to examine statements under subsection (2), apply to the Court for an order barring the right of any person to examine those statements; and the Court may, if satisfied that the examination would be detrimental to the company or a subsidiary corporate body, bar that right and make any further order the court thinks fit. 49 (4) A company must give the Registrar and the person asking to examine statements under subsection (2) notice of any application under subsection (3); and the Registrar and that person may appear and be heard in person or by a legal practitioner. Approval of directors 131. (1) The directors of a public company must approve the financial statements referred to in section 128, and the approval must be evidenced by the signature of one or more directors. (2) A public company must not issue, publish or circulate copies of the financial statements referred to in section 128 unless the financial statements are— (a) approved and signed in accordance with subsection (1); and (b) accompanied by a report of the auditor of the company. Copies of documents to be sent to shareholders 132. Not less than 21 days before each annual meeting of the shareholders of a public company, or before the signing of a resolution under section 121(1)(b) in lieu of its annual meeting, the company must send a copy of the documents referred to in section 128 to each shareholder, except a shareholder who has informed the company in writing that the shareholder does not want a copy of those documents. Registrar’s copies 133. (1) A public company must send a copy of the documents referred to in section 128 to the Registrar, not less than 21 days before annual meeting of the shareholders or immediately after the signing of a resolution under section 121(1)(b) in lieu of the annual meeting, and in any event no later than 15 months after the last date when the last preceding annual meeting should have been held or a resolution in lieu of the meeting should have been signed. (2) Upon the application of a company, the Registrar may exempt the company from the application of subsection (1) in circumstances that the Registrar specifies. (3) If a company referred to in subsection (1)— (a) sends interim financial statements or related documents to its shareholders; or (b) is required to file interim financial statements or related documents with, or to send them to, a public authority or a recognised stock exchange, the company must immediately send copies of them to the Registrar. (4) A subsidiary company does not need to comply with this section if— (a) the financial statements of its holding company are in consolidated or combined form and include the accounts of the subsidiary; and (b) the consolidated or combined financial statements of the holding company are included in the documents sent to the Registrar by the holding company in compliance with this section. 50 Company auditor Eligibility for appointment 134. (1) A person is eligible for appointment as auditor of a company only if the person— (a) is a practising member of a recognised supervisory body, and (b) is eligible for the appointment under the rules of that body. (2) An individual or a firm may be appointed as auditor of a company. (3) In this section “recognised supervisory body” means a recognised accounting body approved by the Registrar. Disqualifying auditor 135. (1) A person is ineligible for appointment as auditor of a company if the person is— (a) an officer or employee of the company; (b) a partner or employee of such a person; (c) a partnership of which such a person is a partner; (d) ineligible by virtue of paragraph (a) or (b) for appointment as auditor of any associated undertaking of the company. (2) A person is also ineligible for appointment as auditor of a company if there exists between the person and any associate of the persons and the company or any associated undertaking a connection of any description that is prescribed. (3) In this section “associated undertaking” in relation to a company means— (a) a parent undertaking or subsidiary undertaking of the company; or (b) a subsidiary undertaking of any parent undertaking of the company. Effect of ineligibility 136. (1) A person who is ineligible for appointment to the office must not act as auditor of a company. (2) If during the auditor’s term of office the auditor of a company becomes ineligible for appointment to the office, the auditor must vacate office and give notice in writing to the company that the office has been vacated because of the auditor’s ineligibility. Appointment of auditor 137. (1) The shareholders of a public company must, by ordinary resolution at the first annual meeting of shareholders and at each succeeding annual meeting, appoint an auditor to hold office until the close of the next annual meeting. (2) An auditor appointed under section 64(1)(e) is eligible for appointment under subsection (1). 51 (3) Notwithstanding subsection (1), if an auditor is not appointed at a meeting of shareholders, the incumbent auditor continues in office until a successor is appointed. (4) The remuneration of an auditor may be fixed by ordinary resolution of the shareholders, or if not so fixed, may be fixed by the directors. Cessation of office 138. (1) The auditor of a company ceases to hold office if the auditor— (a) resigns; (b) is removed pursuant to section 139; or (c) being an individual, dies. (2) A resignation of an auditor becomes effective at the time a written resignation is sent to the company, or at the time specified in the resignation, whichever is the later date. Removal of auditor 139. (1) The shareholders of a company may by ordinary resolution at a special meeting remove an auditor other than an auditor appointed by a court order under section 141. (2) A vacancy created by the removal of an auditor may be filled at any meeting at which the auditor is removed, or, if the vacancy is not so filled, it may be filled under section 140. Filling auditor vacancy 140. (1) Subject to subsection (3), the directors must forthwith fill a vacancy in the office of auditor. (2) If there is not a quorum of directors, the directors then in office must, within 21 days after a vacancy in the office of auditor occurs, call a special meeting of shareholders to fill the vacancy; and if they fail to call a meeting, or if there are no directors, the meeting may be called by any shareholder. (3) The articles of a company may provide that a vacancy in the office of auditor is to be filled only by vote of the shareholders. (4) An auditor appointed to fill a vacancy holds office for the unexpired term of the auditor’s predecessor. Court appointed auditor 141. If a company does not have an auditor, the court may, upon the application of a shareholder or the Registrar, appoint and fix the remuneration of an auditor, and the auditor holds office until an auditor is appointed by the shareholders. 52 Auditor’s rights to notice 142. The auditor of a company is entitled to receive notice of every meeting of the shareholders of the company, and, at the expense of the company, to attend and be heard at the meeting on matters relating to the auditor’s duties. Required attendance 143. (1) If a shareholder of a company, whether or not entitled to vote at the meeting, or a director of a company gives written notice to the auditor of the company, not less than 10 days before a meeting of the shareholders of the company, to attend the meeting, the auditor must – (a) attend the meeting at the expense of the company; and (b) answer questions relating to the auditor’s duties as auditor or former auditor of the company. (2) A shareholder or director who sends a notice referred to in subsection (1) must, concurrently, send a copy of the notice to the company. (3) Subsection (1) applies with necessary modifications to any former auditor of the company. Right to comment 144. (1) An auditor who— (a) resigns; (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing him from office; or (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed to fill the office of auditor, whether because of the resignation or removal of the incumbent auditor or because the auditor’s term of office has expired or is about to expire, may submit to the company a written statement giving the reasons for the resignation or the reasons why the auditor opposes any proposed action or resolution. (2) If a company receives a statement referred to in subsection (1), it must immediately send a copy of the statement to every shareholder entitled to receive notice of any meeting referred to in section 142 and to the Registrar. Examination by auditor 145. (1) An auditor of a company must make any examination that is in the auditor’s opinion necessary to enable the auditor to report in the prescribed manner on the financial statements required by this Ordinance to be placed before the shareholders, except such financial statements or parts of them that relate to the immediately preceding financial year referred to in section 128(1)(a)(ii). 53 (2) Notwithstanding section 146, an auditor of a company may reasonably rely upon the report of an auditor of a corporate body or an unincorporated business the accounts of which are included in whole or in part in the financial statements of the company. (3) For the purpose of subsection (2) reasonableness is a question of fact. (4) Subsection (2) applies whether or not the financial statements of the holding company reported upon by the auditor are in consolidated form. Right to inspect 146. (1) Upon the demand of the auditor of a company, the present or former directors, officers, employees or agents of the company must provide to the auditor— (a) information and explanations; and (b) access to records, documents, books, accounts and vouchers of the company or any of its subsidiaries, that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 145 and that the directors, officers, employees or agents are reasonably able to provide. (2) Upon the demand of the auditor of a company, the secretary of the company must— (a) obtain from the present or former directors, officers, employees or agents of any subsidiary of the company the information and explanations that the directors, officers, employees and agents are reasonably able to provide, and that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 145; and (b) provide the information and explanations so obtained to the auditor. Detected error 147. (1) A director or an officer of a company must immediately notify the auditor of any error or misstatement of which the director or officer becomes aware in a financial statement that the auditor or a former auditor of the company has reported upon. (2) If – (a) a person who is the auditor or a former auditor of a company is notified or becomes aware of an error or misstatement in a financial statement upon which that person has reported to the company; and (b) in that person’s opinion the error or misstatement is material, the person must inform each director of the company accordingly. (3) If under subsection (2) the auditor or a former auditor of a company informs the directors of an error or misstatement in a financial statement of the company, the directors must— (a) prepare and issue revised financial statements; or (b) otherwise inform the shareholders of the error or misstatement, and, if the company is one that is required to comply with section 133, it must inform the Registrar of the error or misstatement in the same manner as the directors inform the shareholders of the error or misstatement. 54 Privilege of auditor 148. An auditor is not liable to any person in an action for defamation based on any act done or not done, or any statement made by the auditor in good faith, in connection with any matter the auditor is authorised or required to do under this Ordinance. DIVISION FA: BENEFICIAL OWNERSHIP4 Interpretation 148A. In this Division, unless the context otherwise requires— “person” means an individual, corporate body, firm or other entity that is a legal person under the law by which it is governed and includes— (a) a corporation sole; (b) a government or government department of a country or territory (or part of a country or territory); or (c) a local authority or local government body; “required particulars” means those specified in section 148C(2); and “company” means a company or corporate body incorporated or formed under the Companies Ordinance 2004 but does not include a company or corporate body that has voting shares admitted to trading on a U.K. regulated market or an EU regulated market. Beneficial ownership of a company 148B. A beneficial owner of a company is a person who— (a) holds, directly or indirectly, more than 25% of the shares in the company; (b) holds, directly or indirectly, more than 25% of the voting rights in the company; (c) holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company; (d) has the right to exercise, or actually exercises, significant influence or control over the company; or (e) has the right to exercise, or actually exercises, significant influence or control over the activities of a trust or firm that, under the law by which it is governed, is not a legal person and the trustees or members of such trust or firm meet any of the conditions set out above in subsections (a), (b), (c) or (d) (in their capacity as trustees or members) in relation to the company, or would do so if the trustees or members were individuals. Duty to ascertain beneficial ownership, file and maintain records 148C. (1) A company must take all reasonable steps to— (a) ascertain and identify a person who is the beneficial owner of the company and the nature of the beneficial interest of such person; and (b) obtain the required particulars for a beneficial owner. (2) The required particulars for a beneficial owner to be obtained by a company under subsection (1) are— 4 Division FA (Sections 148A-148J) inserted by Ord.5 of 2025 55 (a) in respect of a person who is an individual— (i) the person’s full legal name; (ii) the person’s country or territory of usual residence; (iii) the person’s nationality; (iv) the person’s month and year of birth; and (v) the manner in which the person is a beneficial owner of the company for which the person is a beneficial owner; and (b) in respect of a corporate body, firm or other entity that is a legal person under the law by which it is governed— (i) the full legal name of the corporate body, firm or other entity; (ii) the principal office address of the corporate body, firm or other entity; (iii) the legal form of the corporate body, firm or other entity; (iv) the governing law of the corporate body, firm or other entity; and (v) the manner in which the corporate body, firm or other entity is a beneficial owner of the company for which the corporate body, firm or other entity is a beneficial owner. (3) A company must maintain a record of the required particulars of a beneficial owner and must, upon the request of the Registrar, make such record available for inspection by the Registrar. (4) For the purpose of ascertaining and identifying a beneficial owner, a company, may, in the approved form, request that a person— (a) confirm whether the person is a beneficial owner in the company; (b) identify any person which the person— (i) knows or believes is a beneficial owner in the company; or (ii) has reason to believe can identify a beneficial owner in the company; or (c) if the person is a beneficial owner, provide the person’s required particulars. (5) A company is entitled to rely, without further enquiry, on information provided by a person pursuant to subsection (4) unless it would be reasonable in the circumstances to believe that the information provided is misleading or false. (6) A person who receives a request pursuant to subsection (4) must within 30 days after the day of the date upon which the request is received by the person, provide the information requested unless the information requested is legally privileged and the person relying on such legal privilege must provide proof of such legal privilege to the satisfaction of the Registrar to justify why the person is legally prevented or unable to provide the information requested. (7) A company must within 30 days of day of the date of the registration of the company under this Ordinance or, if already registered within 30 days of the day of the date that this Division comes into force, in the approved form, file a notice with the Registrar— (a) confirming whether or not the company has identified any beneficial owners in relation to the company; and (b) setting out the required particulars in respect of each person who is a beneficial owner of the company. (8) Where a company is registered under this Ordinance for more than 30 days of the day of the date that this Division comes into force and the beneficial ownership of the company has changed since the company was registered the company must in the approved form— (a) notify the Registrar of the change in the beneficial ownership of the company; and (b) notify the Registrar of any changes in the required particulars in respect of the change in the beneficial ownership of the company. Request for non-disclosure and revocation of request 56 148D. (1) A person who is an individual or the legal representative of such person may in writing to the Registrar request that such of the required particulars included in a request to the Registrar relating to the beneficial ownership of a company be excluded from disclosure (hereinafter referred to as a request for non-disclosure) on grounds that— (a) the person is of a minor age or lacks legal capacity; or (b) public access to the required particulars of the person would expose the person to serious risk of— (i) fraud; (ii) kidnapping; (iii) blackmail; (iv) extortion; (v) harassment; (vi) violence; (vii) intimidation; or (viii) other similar harm. (2) Where there is a change in the circumstances of a person making a request to the Registrar under subsection (1) the person or the legal representative of such person must within 1 week of such change or within one week of the person or the legal representative of such person becoming aware of such change in writing notify the Registrar of such change and if relevant to the change provide the Registrar with satisfactory evidence of such change. (3) Where a request for non-disclosure is made under subsection (1) under the circumstances specified under subsection (1)(b) the Registrar may at the Registrar’s discretion approve the request for non-disclosure and exclude the required particulars in respect of which the application is made for a period not exceeding 12 months. (4) If the Registrar, in the Registrar’s discretion, is satisfied that the circumstances specified in subsection (1)(b) no longer apply to a person who is the subject of an application made under subsection (1) the Registrar may— (a) revoke the Registrar’s decision made under subsection (3); (b) notify the person or the legal representative of such person in respect of whom the decision under subsection (3) was made of the revocation; and (c) upon the expiration of 30 days of day of the date of the notification made under paragraph (b) update the register regarding the beneficial ownership of a company with the required particulars of the person. (5) A person or the legal representative of such person may within 7 days of the day of the date of the notification of the Registrar under subsection (4)(b) appeal to the Court against the decision of the Registrar regarding revocation. Duty to supply and maintain information 148E. (1) This section applies— (a) to a person who believes, knows, or ought reasonably to know, that the person is a beneficial owner of a company; and (b) to a person where the required particulars of the person are— (i) not entered in the register established under this Division; or (ii) entered in the register established under this Division but are inaccurate. (2) A person to whom section (1) applies must notify the company— (a) within 30 days of the day of the date of the person’s belief or knowledge that the 57 person is a beneficial owner of the company; (b) of, to the best of the person’s knowledge, the date upon which the person became a beneficial owner of the company and within 30 days of such date; and (c) of the person’s required particulars. (3) If a person to whom subsection (2) applies is no longer the beneficial owner of a company the person must notify the company that the person is no longer a beneficial owner in the company and the date from which the person ceased to be a beneficial owner in the company within 30 days of day of the date that the person ceased to be a beneficial owner in the company. Duty to update records 148F. A company must take all reasonable steps to ensure that the records of the company relating to the beneficial ownership of the company are correct and complete and are kept up to date and in particular where a person ceases to be a beneficial owner of the company the company must confirm the cessation of the beneficial ownership of the person and complete the required particulars in respect of such cessation as applicable. Duty of Registrar - establishment, administration and inspection of register 148G. The Registrar must in the manner that the Registrar considers appropriate— (a) establish and maintain a register containing all information submitted to the Registrar in respect of the beneficial ownership of a company to which this Division applies; (b) as notified by a company in respect of information relating to the beneficial ownership of the company update as soon as possible the information entered in the register established under paragraph (a) unless the Registrar satisfied that the information notified to the Registrar is misleading or false; (c) where no beneficial owner of a company is identified include in the register in respect of such company a statement that no beneficial owner has been identified for such company; (d) make available for inspection (including via electronic means) by any member of the public upon request to the Registrar in the manner specified by the Registrar the register established under paragraph (a); and (e) make available to a member of the public making a request in accordance with paragraph (c) such copies (including digital copies) of the register requested. Authority to request information and documents 148H. (1) The Registrar may in respect of a person identified as a beneficial owner of a company request from a person or a company any information or documentation which in the discretion of the Registrar is necessary to confirm or verify the required particulars of the beneficial owner of the company. (2) A person or a company to whom a request is made pursuant to subsection (1) must within 30 days of the day of the date of the request comply with such request. Rectification of the register by Court 148I. (1) A person may apply to the Court for the rectification of the register— (a) if the name of the person is entered as a beneficial owner into or omitted from the register established under section 148G(a) without sufficient reason; or (b) if no notification is made to the Registrar by a company in the time prescribed that the person is no longer a beneficial owner of the company. 58 (2) Upon an application made under subsection (1) the Court may— (a) refuse the application; or (b) order the rectification of the register and— (i) direct that relevant notification be made to the Registrar by the company; and (ii) order damages to be paid by the company against whom an order is made to the person in respect of whose name the order for rectification is made. Application of section 231 148J. For the avoidance of doubt section 231 applies to a company in respect of which notification is required to be made to the Registrar under this Division. DIVISION G: CORPORATE RECORDS Registered office of company Registered office 149. (1) A company must at all times have a registered office in St Helena. (2) The directors of the company may change the address of the registered office. Notice of address 150. (1) When sending to the Registrar articles of incorporation, the incorporators must also send, in the approved form, notice of the address of the registered office of the company; and the Registrar must file the notice. (2) A company must, within 15 days of any change of address of its registered office, send to the Registrar a notice in the approved form of the change, which the Registrar must file. Company registers and records Records of company 151. (1) A company must prepare and maintain, at its registered office, records containing— (a) the articles and the by-laws, and all amendments to them, and a copy of any unanimous shareholder agreement and amendments to it; (b) minutes of meetings and resolutions of shareholders; (c) copies of all notices required by section 68, 76, or 150; and (d) registers of shareholders and of directors. (2) A company that issues debentures must prepare and maintain a register of debenture holdings showing— (a) the name and the latest known address of each debenture holder; (b) the principal of the debentures held by each holder; (c) the amount or the highest amount of any premium payable on redemption of the debentures; (d) the issue price of the debentures and the amount paid up on the issue price; (e) the date on which the name of each person was entered on the register as a debenture holder; and (f) the date on which each person ceased to be a debenture holder. 59 (3) A company that grants conversion privileges, options, or rights to acquire shares of the company, must maintain a register showing the name and latest known address of each person to whom the privileges, options or rights have been granted and any other particulars in respect of them that are prescribed. (4) A company may appoint an agent to prepare and maintain the registers required by this section to be prepared and maintained by the company; and the registers may be kept at the registered office of the company or at some other place in St Helena designated by the directors of the company. Records of trusts Trust notices 152. (1) Except as provided in this section, notice of a trust, whether express, implied or constructive, must not be— (a) entered by a company in any of the registers maintained by it pursuant to section 151; or (b) received by the Registrar. (2) No liabilities are affected by anything done pursuant to subsection (3), (4) or (5); and the company concerned is not affected with notice of any trust by reason of anything so done. (3) A personal representative of the estate of a deceased individual who was registered in a register of a company as a member or debenture holder may become registered as the holder of that share or debenture as personal representative of that estate. (4) A personal representative of the estate of a deceased individual who was beneficially entitled to a share or debenture of the company that is registered in a register of the company may, with the consent of the company and of the registered member or debenture holder, become the registered member or debenture holder as the personal representative of the estate. (5) When a personal representative of an estate of a deceased individual is registered pursuant to subsection (3) as a holder of a share or debenture of a company, the personal representative is, in respect of that share or debenture, subject to the same liabilities, and no more, as the personal representative would be subject to if the share or debenture had remained registered in the name of the deceased individual. Accounts, minutes and other records Other records 153. (1) In addition to the records described in section 151, a company must prepare and maintain adequate accounting records and records containing minutes of meetings and resolutions of the directors and any committees of the directors. (2) The records required under subsection (1) must be kept at the registered office of the company or at some other place in St Helena. 60 Records form 154. All records required by this Ordinance to be prepared and maintained— (a) may be in a bound or loose-leaf form or in a photographic film form; or (b) may be entered or recorded— (i) by any system of mechanical or electronic data processing; or (ii) by any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time. Duty of care of records 155. A company and its agents must take reasonable precautions— (a) to prevent loss or destruction of; (b) to prevent falsification of entries in; and (c) to facilitate detection and correction of inaccuracies in, the records required by this Ordinance to be prepared and maintained in respect of the company. Access to records 156. (1) The directors and shareholders of a company, and their agents and legal representatives, may, during the usual business hours of the company, examine the records of the company referred to in section 151 and may copy extracts from them free of charge. (2) A shareholder of a company is, upon request and without charge, entitled to one copy of the articles and by-laws of the company and any unanimous shareholder agreement, and to one copy of any amendment to any of those documents. Annual returns 157. (1) A company must in each year, no later than the anniversary date of its incorporation or continuance under this Ordinance, send to the Registrar a return in the approved form, containing any information the Registrar requires made up to the date of the return and accompanied by the prescribed fees. (2) A director or officer of the company must certify the contents of every return made under this section. DIVISION H: FUNDAMENTAL COMPANY CHANGES Reconstruction and amalgamation Proposed compromise 158. (1) If a compromise or arrangement is proposed between a company and its creditors of any class, or between the company and its shareholders of any class, the Court may, on the application of the company or of any creditor or shareholder of the company or, in the case of a winding-up, of the liquidator, order a meeting of the creditors or class of creditors, or of the shareholders of the company or class of shareholders, as the case may be. 61 (2) If a majority representing 75% in value of the creditors or class of creditors, or shareholders or class of them as the case may be, present and voting either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement is, if approved by the court, binding on all creditors or class of creditors, or on the shareholders or class of them, as the case may be, and on the company or, in the event of a winding-up, on the liquidator. (3) An order made under subsection (2) has no effect until a copy has been filed with the Registrar; and a copy of the order must be annexed to copies of the articles of the company issued after the making of the order. (4) In this section “arrangement” includes a reorganisation of the share capital of a company by the consolidation of shares of different classes or by the division of shares into shares of different classes, or by both. Reconstruction and amalgamation 159. (1) If – (a) an application is made to the court under section 158 for the approval of a compromise or arrangement proposed between a company and any persons specified in that section;

and (b) the court is satisfied that the compromise or arrangement is proposed for the purpose of or in connection with a scheme for the reconstruction of any company or the amalgamation of any 2 or more companies, and that under the scheme the undertaking or any part of it or the property of any company concerned in the scheme (in this section referred to as “a transferor company”) is to be transferred to another company (in this section referred to as “the transferee company”), the court may, either by the order approving the compromise or arrangement or by any subsequent order, make provision for any of the matters set out in subsection (1A). (1A) The matters that the court may provide for by an order under subsection (1) are – (a) the transfer to the transferee company of the undertaking in whole or in part and of the property or liabilities of any transferor company; (b) the allotting or appropriation by the transferee company of any shares, debentures, policies or other like interests in that company which under the compromise or arrangement are to be allotted or appropriated by that company to or for any person; (c) the continuation by or against the transferee company of any legal proceedings pending by or against any transferor company; (d) the dissolution, without winding up, of any transferor company; (e) the provision to be made for any person who, within a time and in a manner the court directs, dissents from the compromise or arrangement; and (f) such incidental or consequential matters as are necessary to ensure that the reconstruction or amalgamation is carried out. (2) If an order under this section provides for the transfer of property or liabilities, that property, by virtue of the order, is transferred to and vests in, and those liabilities are transferred to and become the liabilities of, the transferee company, and any such property is, if the order so directs, freed from any charge which by virtue of the compromise or arrangement ceases to have effect. 62 (3) If an order is made under this section, every company in relation to which the order is made must cause a copy of it to be delivered to the Registrar within 7 days of the making of it. Shares of dissenting shareholders 160. (1) If a scheme or contract involving the transfer of shares or any class of them in a company (in this section referred to as “the transferor company”) to another company, whether or not a company within the meaning of this Ordinance (in this section referred to as “the transferee company”) is, within 4 months after the making of the offer by the transferee company, approved by the holders of not less than 90% in value of the shares affected, the transferee company may at any time within 2 months after the expiration of the 4 month period give notice in the prescribed manner to any dissenting shareholder. (2) The notice referred to in subsection (1) must specify that the transferee company desires to acquire the shares of the dissenting shareholder and the transferee company is entitled to acquire the shares subject to the terms specified in the scheme unless, on an application made by the dissenting shareholder within one month from the date on which the notice is given, unless the court orders otherwise. (3) If a notice is given by the transferee company under this section and the court has not, on an application made by the dissenting shareholder, ordered to the contrary – (a) the transferee company must within one month after the date on which the notice is given, or if an application to the court by the dissenting shareholder is pending, after the application has been disposed of, send a copy of the notice to the transferor company and pay or transfer to the transferor company the amount or other consideration representing the price payable by the transferee company for the shares which that company is entitled to acquire; and (b) the transferor company must register the transferee company as the holder of the shares. (4) Any sums received by the transferor company under this section must be paid into a separate bank account, and any such sums and any other consideration so received must be held by that company in trust for the several persons entitled to the shares in respect of which the sums or other consideration were respectively received. (5) In this section “dissenting shareholder” includes a shareholder who has not assented to a scheme or contract and any shareholder who has failed or refused to transfer that shareholder’s shares to the transferee company in accordance with the scheme or contract. Altering articles Fundamental amendment to articles 161. (1) The articles of a company may by special resolution be amended to— (a) change its name; (b) add, change or remove any restrictions upon the business that the company can carry on; (c) change any maximum number of shares that the company is authorised to issue; 63 (d) create new classes of shares; (e) change the designation of all or any of its shares, and add change or remove any rights privileges, restrictions and conditions, including rights to accrued dividends in respect of all or any of its shares, whether issued or unissued; (f) change the shares of any class or series, whether issued or unissued into a different number of shares of the same class or series, or into the same or a different number of shares or other classes or series; (g) divide a class of shares, whether issued or unissued, into a series of shares and fix the number of shares in each series, and the rights, privileges, restrictions and conditions attached to them; (h) authorise the directors to divide any class of unissued shares into series of shares and fix the number of shares in each series, and the rights, privileges, restrictions and conditions attached to them; (i) authorise the directors to change the rights, privileges, restrictions and conditions attached to the unissued shares of any series; (j) revoke, diminish or enlarge any authority conferred under paragraphs (h) to (i); (k) increase or decrease the number of directors or the minimum or maximum number of directors subject to sections 70 and 75; (l) add, change or remove restrictions on the transfer of shares; or (m) add, change or remove any other provision that is permitted by this Ordinance to be set out in the articles. (2) The directors of a company may, if authorised by the shareholders in the special resolution effecting an amendment under this section, revoke the resolution before it is acted upon, without further approval of the shareholders. (3) A provision in the articles of a company that restricts in whole or in part the powers of the directors to manage the business or affairs of the company may not be amended except with the consent of all the shareholders. Delivery of articles and certificate 162. (1) Subject to any revocation under section 161(2), after an amendment has been adopted under that section, articles of amendment in the approved form must be sent to the Registrar. (2) If an amendment effects or requires a reduction in stated capital, section 46(3) and (4) apply. (3) Upon receipt of articles of amendment from a company, the Registrar must issue a certificate of amendment. (4) An amendment to the articles of a company becomes effective on the date shown in the certificate issued by the Registrar in respect of that company; and the articles of the company are amended accordingly. (5) No amendment to the articles affects— (a) an existing cause of action or claim or liability to prosecution in favour of or against the company or its directors or officers; or 64 (b) any civil, criminal or administrative action or proceeding to which a company or any of its directors or officers is a party. PART III PROTECTION OF CREDITORS AND INVESTORS DIVISION A: REGISTRATION OF CHARGES Registration of charges 163. (1) A company must – (a) maintain a register of all mortgages, debentures and charges specifically affecting property of the company; and (b) enter in the register in respect of each mortgage, debenture, or charge a short description of the property mortgaged or charged, the amount of charge created and the name of the mortgagee, debenture holders or persons entitled to the charge. (2) The register of mortgages, debentures and charges required by subsection (1) must be open to inspection by any creditor or shareholder of the company at all reasonable times. (3) A company must, as soon as practicable after the registration of a charge or discharge of a charge, submit details of the charge or discharge to the Registrar in the prescribed form. DIVISION B: TRUST DEEDS AND DEBENTURES Trust deeds Need for trust deeds 164. (1) A public company must, before issuing any of its debentures, execute a trust deed in respect of the debentures and procure the execution of it by a trustee. (2) No trust deed may cover more than one class of debentures, whether or not the trust deed is required by this section to be executed. (3) If a trust deed is required by this section to be executed in respect of any debentures issued by a public company but a trust deed has not been executed, the court may, on the application of a holder of any debenture issued by the company— (a) order the company to execute a trust deed in respect of those debentures; (b) direct that a person nominated by the court be appointed a trustee of the trust deed; and (c) give any consequential directions the court thinks fit regarding the contents of the trust deed and its execution by the trustee. Kinds of debentures 165. (1) Debentures belong to different classes if different rights attach to them in respect of— (a) the rate of interest or the dates for payment of interest; 65 (b) the dates when, or the instalments by which, the principal of the debentures will be repaid, unless the difference is solely that the class of debentures will be repaid during a stated period of time and particular debentures will be repaid at different dates during that period according to selections made by the company or by drawings, ballot or otherwise; (c) any right to subscribe for or convert the debentures into other shares or other debentures of the company or any other corporate body; or (d) the powers of the debenture holders to realise any security interest. (2) Debentures belong to different classes if they do not rank equally for payment when— (a) any security interest is realised; or (b) the company is wound-up, that is to say, if, in those circumstances, the security interest or the proceeds of it, or any assets available to satisfy the debentures, is or are not to be applied in satisfying the debentures strictly in proportion to the amount of principal, premiums and arrears of interest to which the holders of them are respectively entitled. Cover of trust deed 166. A debenture is covered by a trust deed if the debenture holder is entitled to participate in any money payable by the company under the trust deed, or is entitled by the trust deed to the benefit of any security interest, whether alone or together with other persons. Exception 167. Sections 164 to 166 do not apply to debentures issued before the commencement date, or to debentures forming part of a class of debentures some of which were issued before that date. Contents of trust deed 168. (1) Every trust deed, whether required by section 164 or not, must state— (a) the maximum sum that the company can raise by issuing debentures of each specific issue; (b) the maximum discount that can be allowed on the issue or re-issue of the debentures, and the maximum premium at which the debentures can be made redeemable; (c) the nature of any assets over which a security interest is created by the trust deed in favour of the trustee for the benefit of the debenture holders equally, and, except where such an interest is a floating charge or a general floating charge, the identity of the assets subject to it; (d) the nature of any assets over which a security interest has been, or will be, created in favour of any person other than the trustee for the benefit of the debenture holders equally, and, except where such an interest is a floating charge or a general floating charge, the identity of the assets subject to it; (e) whether the company has created or will have to create any security interest for the benefit of some, but not all, of the holders of debentures issued under the trust deed; (f) any prohibition or restriction on the power of the company to issue debentures or to create any security interest on any of its assets ranking in priority to, or equally with, the debentures issued under the trust deed; 66 (g) whether the company will have power to acquire debentures issued under the trust deed before the date for their redemption and to re-issue the debentures; (h) the dates on which interest on the debentures issued under the trust deed will be paid, and the manner in which payment will be made; (i) the dates on which the principal of the debentures issued under the trust deed will be repaid, and, unless the whole principal is to be repaid to all the debenture holders at the same time, the manner in which redemption will be effected, whether by the payment of equal instalments of principal in respect of each debenture or by the selection of debentures for redemption by the company, or by drawing, ballot or otherwise; (j) in the case of convertible debentures, the dates and terms on which the debentures can be converted into shares and the amounts that will be credited as paid upon those shares, and the dates and terms on which the debenture holders can exercise any right to subscribe for shares in right of the debentures held by them; (k) the circumstances in which the debenture holders will be entitled to realise any security interest vested in the trustee or any other person for their benefit, other than the circumstances in which they are entitled to do so by this Ordinance; (l) the power of the company and the trustees to call meetings of the debenture holders, and the rights of debenture holders to require the company or the trustee to call meetings of the debenture holders; (m) whether the rights of debenture holders can be altered or abrogated, and, if so, the conditions that are to be fulfilled, and the procedures that are to be followed, to effect an alteration or an abrogation; and (n) the amount or rate of remuneration to be paid to the trustee and the period for which it will be paid, and whether it will be paid in priority to the principal, interest and costs in respect of debentures issued under the trust deed. (2) If debentures are issued without a covering trust deed being executed, the statements required by section (1) must be included in each debenture or in a note forming part of the same document, or endorsed in it; and in applying that subsection, references in it to the trust deed are to be construed as references to all or any of the debentures of the same class. (3) Subsection (2) does not apply if— (a) the debenture is the only debenture of the class to which it belongs that has been or that can be issued; and (b) the rights of the debenture holder cannot be altered or abrogated without the consent of the holder. (4) This section does not apply to a trust deed executed or to debentures issued before the commencement date. DIVISION C: PROSPECTUS Interpretation 169. (1) In this Division— “appointed stock exchange” means any stock exchange appointed by the Financial Secretary by notice in the Gazette to approve the offering of shares or debentures to the public; “company” includes any association of persons seeking to be registered as a company; 67 “competent regulatory authority” means any authority appointed by the Governor by notice in the Gazette to approve the offering of shares or debentures to the public; “expert” includes an engineer, valuer or accountant, and a person in any other profession that gives authority to a statement made by that person; “promoter” means a promoter who was a party to the preparation of the prospectus but does not include any person by reason of that person acting in a professional capacity for persons engaged in procuring the formation of the company; “share” includes debentures, units or sub-units of a unit trust or a warrant conferring an option to acquire shares. (2) An offer or invitation is not to be treated as made to the public if it is an offer to existing holders of shares in the company of the same class as the shares comprised in the offer without any right of renunciation. Publication 170. Subject to the provisions of any other enactment, a company must not offer shares to the public unless prior to the offer it publishes in writing a prospectus signed by or on behalf of all the directors or provisional directors of the company and files a copy with the Registrar. Certificate of legal practitioner 171. The Registrar must not accept for filing a copy of a prospectus unless it is accompanied by a certificate signed by a legal practitioner certifying that it contains the particulars required by section 172(1) or that an appointed stock exchange or competent regulatory authority has approved it as a basis for offering shares to the public. Contents of prospectus 172. (1) A prospectus must contain the following information— (a) the names, descriptions and addresses of the promoters, officers or proposed officers; (b) the business or proposed business of the company; (c) the minimum subscription which, in the opinion of the promoters, directors or provisional directors must be issued as provided in section 173; (d) any rights or restrictions on the shares that are being offered; (e) all commissions payable on the sale of the shares referred to in the prospectus and the net amount receivable by the company in respect of the sale; (f) except in the case of an exempted company, the name and address of any person who owns 5% or more of the shares of the company; (g) any shareholding in the company of an officer of the company; (h) a report by the auditor of the company; and (i) the date and time of the opening and closing subscription lists. (2) Subsection (1) does not apply if an appointed stock exchange or competent regulatory authority has approved a prospectus as the basis for offering shares to the public. Minimum amount required to be raised Minimum subscription 68 173. A prospectus must contain the following particulars:- (a) the minimum subscription which must be raised by the issue of shares in order to provide the sums, or, if any part of them is to be defrayed in any other manner, the balance of the sums, required to be provided in respect of each of the following matters— (i) the purchase price of any assets purchased or to be purchased which is to be defrayed in whole or in part out of the proceeds of the issue; (ii) any preliminary expenses payable by the company, and any commission so payable to any person in consideration of the person agreeing to subscribe for, or of the person procuring or agreeing to procure subscriptions for, any shares in the company; and (iii) the repayment of any moneys borrowed by the company in respect of any of the matters specified in paragraph (ii); (b) the amounts to be provided in respect of the matters otherwise than out of the proceeds of the issue and the sources out of which those amounts are to be provided. Continuous offering of shares 174. If any company continuously over a period offers shares to the public— (a) every 12 months from the date of the last issue it must issue a new prospectus which complies with section 172; and (b) whenever any of the particulars in a prospectus issued by such a company ceases in a material respect to be accurate it must give reasonable public notice of the change of the particulars. Liability for misstatements Civil liability for misstatements 175. (1) If a prospectus invites persons to subscribe shares in a company, the following are liable to pay compensation to all persons who subscribe for any shares on the faith of the prospectus for the loss or damage they may have sustained by reason of any untrue statement included therein, namely every person – (a) who is an officer of the company at the time of the issue of the prospectus; (b) has authorised himself or herself or itself to be named and is named in the prospectus as an officer or as having agreed to become an officer either immediately or after an interval of time; (c) who is a promoter of the company; or (d) who has authorised the issue to the public of the prospectus. (2) A person is not liable under subsection (1) if the person proves— (a) that, having consented to become an officer of the company, the person withdrew consent before the issue of the prospectus, and that it was issued without the person’s authority or consent; (b) that the prospectus was issued without the person’s knowledge or consent, and that on becoming aware of its issue the person immediately gave reasonable public notice that it was issued without such knowledge or consent; (c) that, after the issue of the prospectus and before allotment under it, the person, on becoming aware of any untrue statement therein, withdrew consent to it and gave reasonable public notice of the withdrawal and of the reason for it; or 69 (d) that— (i) as regards every untrue statement not purporting to be made on the authority of an expert or of a public official document or statement, the person had reasonable grounds to believe, and did up to the time of the allotment of shares believe, that the statement was true; (ii) as regards every untrue statement purporting to be a statement by an expert or contained in what purported to be a copy of or extract from a report or valuation of an expert, it fairly represented the statement, or was a correct and fair copy of or extract from the report or valuation, and the person had reasonable grounds to believe and did up to the time of the issue of the prospectus believe that the person making the statement was competent to make it and had not withdrawn or altered it; and (iii) as regards every untrue statement purporting to be a statement made by an official person or contained in what purported to be a copy of or extract from a public official document, it was a correct and fair representation of the statement or copy of or extract from the document. (3) If the prospectus contains— (a) the name of a person as an officer of the company or as having agreed to become an officer of the company, and the person has not consented to become an officer, or has withdrawn consent before the issue of the prospectus, and has not authorised or consented to the issue of it; or (b) a statement by an expert or what purports to be a copy of or extract from a report or valuation of any expert, which the expert has withdrawn or altered, the officer of the company, and any other person who authorised the issue of the prospectus is liable to indemnify the person named or whose consent was required, as the case may be, against all damages, costs and expenses to which the person might become liable by reason of the person’s name having been inserted in the prospectus or of the inclusion in it of a statement purporting to be made by the person as an expert, as the case may be, or in making a defence against any action or legal proceeding brought against the person in respect of the prospectus. (4) A person is not deemed for the purposes of subsection (3) to have authorised the issue of a prospectus by reason only of the inclusion in it of a statement purporting to be made by the person as an expert. Liability of experts 176. A person referred to as an expert in a prospectus is not liable under section 175 if- (a) any untrue statement was not made by the person; or (b) as regards any untrue statement made by the person – (i) the person was competent to make the statement and had reasonable grounds to believe and did believe up to the date of the issue of the prospectus that it was true; or (ii) on becoming aware that the statement was untrue before the issue of the prospectus the person had given reasonable public notice of the person’s disassociation from the prospectus and the reasons for it. PART IV OTHER REGISTERED COMPANIES 70 DIVISION A: ASSOCIATIONS NOT FOR PROFIT Association not for profit 177. (1) If the Registrar is satisfied that an association is being formed as a non-profit company, the Registrar may, subject to subsection (2), accept the articles of the company. (2) In order to qualify as a non-profit company, the association must restrict its undertaking to one that is of a patriotic, religious, philanthropic, charitable, educational, scientific, sporting, or athletic nature or the like, or the promotion of some other useful object. (3) The Registrar may attach such other reasonable conditions as the Registrar thinks fit to impose. Such conditions are binding on the company and must be endorsed on the articles of incorporation. (4) Section 10 (1) applies to a non-profit company. (5) The provisions of this Ordinance apply with necessary modifications to non-profit companies. DIVISION B: COMPANIES LIMITED BY GUARANTEE Companies limited by guarantee 178. (1) Subject to subsections (2) and (3) a company limited by guarantee may be incorporated. (2) Each person who is a member of such a company must undertake to contribute to the assets of the company in the event of its winding up while the person is a member or within a period after the person ceases to be a member as specified in the by-laws. (3) The person is also liable after ceasing to be a member, in an amount specified in the articles or by-laws, for– (a) liabilities of the company incurred before the person ceased to be a member; (b) the costs, charges and expenses of winding-up; and (c) adjusting the rights and contributions amongst the members. (4) The provisions of this Ordinance apply with necessary modifications to a company limited by guarantee. DIVISION C: OVERSEAS COMPANIES Delivery of documents 179. (1) Before commencing business in St Helena, an overseas company must deliver to the Registrar— (a) a copy, certified under the public seal of the country, city, place or officer equivalent to the Registrar in accordance with the laws of which the overseas company has been incorporated, of its charter, statutes or articles of association or other instrument 71 constituting or defining its constitution; and if the instrument is not written in the English language a certified translation of it; (b) a list of its directors containing such particulars with respect to them as are by this Ordinance required to be contained with respect to directors in the register of the directors of a company; (c) the names and addresses of one or more persons resident in St Helena authorised to accept on its behalf service of process and any notices required to be served on it. (2) An overseas company must pay to the Registrar the prescribed fee before commencing business in St Helena. Certificate of registration 180. (1) Once an overseas company has complied with section 179, the Registrar must register the company and issue a certificate of registration. (2) A certificate of registration of a company issued under this section is conclusive evidence that the company has complied with all the requirements of this Ordinance. Alteration of constituent instruments 181. If in the case of an overseas company an alteration is made in— (a) its charter, statutes or memorandum and articles of association or any such instrument; or (b) the names or addresses of the persons authorised to accept service on its behalf, the overseas company must within 21 days after the date on which particulars of the alterations have been received in St Helena from the place where the overseas company is incorporated, deliver to the Registrar a return containing the particulars of the alteration. Requirements 182. (1) An overseas company must state the country in which it is incorporated in every prospectus inviting subscriptions for its shares or debentures in St Helena. (2) An overseas company must— (a) conspicuously exhibit on every place where it carries on business in St Helena the name of the company and the country in which it is incorporated; and (b) cause the name of the overseas company and of the country in which it is incorporated to be stated in legible characters on all its bill heads, letter paper, notices, advertisements and other official publications; (c) if the liability of the members of the company is limited, cause notice of that fact to be stated in legible characters in every such prospectus and on all its bill heads, letter paper, notices, advertisements and other official publications in St Helena, and to be affixed on every place where it or its agents carries on its business in St Helena. (3) Within 9 months after the end of its financial year an overseas company must – (a) make out a balance sheet and profit and loss account in such form, and containing such particulars and including such documents, as under the provisions of the law for the time being in force in the place where it is incorporated it was required in respect of each such year to make out and lay before the company; and 72 (b) deliver copies of the aforesaid balance sheet and profit and loss account to the Registrar. Removal from register 183. (1) If any overseas company ceases to have a place of business in St Helena it must immediately give notice of the fact to the Registrar, and from the date on which notice is so given the obligation of the overseas company to deliver any document to the Registrar ceases. (2) If the Registrar is satisfied by any other means that the overseas company has ceased to carry on or have a place of business in St Helena, the Registrar may close the file of the overseas company and thereupon the obligations of the overseas company to deliver any document to the Registrar ceases. DIVISION D: PRIVATE COMPANIES Private companies generally 183A.(1) A company limited by shares or guarantee whose articles prohibit any invitation to the public to subscribe for any shares or debentures of the company or to become guarantors is a private limited company. (2) A private limited company is bound by the provisions of this Ordinance to the extent applicable, unless it is exempted under section 184. (3) A private limited company may by special resolution cease to be a private company and if it does so must amend its articles accordingly. Exempt private companies 184. (1) A private limited company, incorporated under this Ordinance and qualifying under subsection (3) of this section, is exempt from the provisions of this Ordinance specified in section 185. (2) The Registrar must enter in a separate register the companies which are exempt under this Division. (3) In order to qualify under subsection (1) a private company must by its articles— (a) if limited by shares, restrict the right to transfer its shares or debentures; (b) limit the number of its shareholders or guarantors (exclusive of persons who are employees or former employees of the company) to 11; (c) Omitted (d) specify that business will be conducted only in St Helena. (4) An exempt private company may by special resolution cease to be an exempt private company and if it does so must amend its articles accordingly. (5) Omitted 73 Exemptions 185. (1) A private limited company that qualifies under section 184(3) is exempt from sections 35, 91 to 94, 110 and 111, 128 to 148, 153 and 169 to 176, and any other sections that are prescribed. (2) Notwithstanding subsection (1), such a company may at its option, elect to be bound by the provisions from which it is otherwise exempt. Revocation of registration 186. The Registrar may revoke the registration of a private limited company under this Division for failure to comply with any provision of this Division. PART V INSOLVENCY AND WINDING UP Revival of company 187. (1) When a company has been dissolved under this Division, any interested person may apply to the Registrar to have the company revived. (2) If the Registrar approves the application for the revival of a company, articles of revival in the approved form may be sent to the Registrar, who must thereupon issue a certificate of revival for the company. (3) A company is revived on the date shown in its certificate of revival; and thereafter the company, subject to any reasonable terms that are imposed by the Registrar, and to any rights acquired by any person after the dissolution of the company, has all the rights and privileges, and is liable for the obligations, that it would have had if it had not been dissolved. (4) Any person who is aggrieved by a decision of the Registrar under this section, may appeal to the court, and if the court is satisfied that it would be just for the name of the company to be restored to the register, the Court may direct the Registrar to restore the name upon terms and conditions the court considers appropriate. Dissolution by resolution 188. A company that has not issued any shares may be dissolved at any time by resolution of all the directors. No property 189. A company that has no property and no liabilities may be dissolved by special resolution of the shareholders, or if it has issued more than one class of shares by special resolution of the holders of each class, whether or not they are otherwise entitled to vote. Effect of articles of dissolution 74 190. (1) Articles of dissolution in the approved form must be sent to the Registrar in respect of a company described in section 188 or 189. (2) Upon receipt of articles of dissolution under subsection (1) for a company, the Registrar must issue a certificate of dissolution. (3) The company referred to in subsection (2) ceases to exist on the date shown in its certificate of dissolution. Proposing liquidation 191. (1) The directors of a company, or a shareholder who is entitled to vote at an annual meeting of the company, may make a proposal for the voluntary liquidation of the company. (2) Notice of any meeting of shareholders of a company at which a voluntary liquidation and dissolution of the company is to be proposed must set out the terms of the liquidation and dissolution. (3) A company may liquidate and dissolve by special resolution of the shareholders, or, if the company has issued more than one class of shares, by special resolution of the holders of each class, whether or not they are otherwise entitled to vote. Intent to dissolve 192. (1) A statement of intent to dissolve a company must be sent to the Registrar in the approved form. (2) Upon receipt of a statement of intent to dissolve a company, the Registrar must issue a certificate of intent to dissolve. (3) When a certificate of intent to dissolve a company is issued by the Registrar, the company must cease to carry on business except to the extent necessary for its liquidation; but its corporate existence continues until the Registrar issues a certificate of dissolution of the company. (4) A company in respect of which a certificate of intent to dissolve has been issued must— (a) immediately cause notice of the intent to dissolve to be sent to each known creditor of the company; (b) forthwith publish, in the Gazette and once in a newspaper distributed in St Helena, its intent to dissolve, and take reasonable steps to give notice of the intent in every jurisdiction in which the company is registered or has a place of business at the time it sent the statement of intent to dissolve to the Registrar; (c) proceed to collect its property, to dispose of properties that are not to be distributed in kind to its shareholders, to discharge all its obligations, and to do all other acts required to liquidate its business; and (d) after giving the notice required under paragraph (a) and (b) and adequately providing for the payment or discharge of all its obligations, distribute its remaining property, 75 either in money or in kind, among its shareholders according to their respective rights. Supervised liquidation 193. (1) The Registrar or any interested person may, at any time during the liquidation of a company, apply to the court for an order that the liquidation be continued under the supervision of the Court as provided in this Division; and upon the application the Court may so order and make any further order it thinks fit. (2) An applicant under this section, other than the Registrar, must give the Registrar notice of the application; and the Registrar may appear and be heard in person or by a legal practitioner. Revocation of intent to dissolve 194. (1) At any time after the issue of a certificate of intent to dissolve a company and before the issue of a certificate of its dissolution, a certificate of intent to dissolve may be revoked by sending to the Registrar, in the approved form, a statement of revocation of intent to dissolve the company, if the revocation is approved in the same manner as the resolution was approved under section 191(3). (2) Upon the receipt of a statement of revocation of an intent to dissolve a company, the Registrar must issue a certificate of revocation of intent to dissolve the company. (3) On the date shown in the certificate of revocation of intent to dissolve a company, the revocation is effective and the company may continue to carry on its business. Right to dissolve 195. (1) If a certificate of intent to dissolve a company has not been revoked and the company has complied with section 192(4), the company must prepare articles of dissolution. (2) The articles of dissolution in an approved form must be sent to the Registrar. (3) Upon receipt under this section of the articles of dissolution of a company, the Registrar must issue a certificate of dissolution of the company. (4) The company ceases to exist on the date shown in its certificate of dissolution. Registrar’s dissolution 196. (1) Subject to subsections (2) and (3), if a company— (a) has not commenced business within 3 years after the date shown in its certificate of incorporation; (b) has not carried on its business for 3 consecutive years; or (c) has not had its name restored to the register within 2 years after the date on which it was struck off under section 231, 76 the Registrar may either dissolve the company by issuing a certificate of dissolution under this section, or apply to the court for an order dissolving the company, in which case section 201 applies. (2) The Registrar must not dissolve a company under this section until the Registrar has— (a) given to the company 120 days’ notice of the decision to dissolve the company; (b) published in the Gazette notice of the decision to dissolve the company. (3) Unless cause to the contrary has been shown, or an order has been made by the court under section 198, the Registrar may, after the expiration of the period referred to in subsection (2), issue, in the approved form, a certificate of dissolution of the company. (4) The company ceases to exist on the date shown in its certificate of dissolution. Court dissolution 197. (1) The Registrar or any interested person may apply to the court for an order dissolving a company, if the company— (a) has contravened any of sections 22, 130, 132, or 156; (b) has failed for 2 or more consecutive years to comply with the requirements of this Ordinance with respect to the holding of annual meetings of shareholders; or (c) has procured any certificate under this Ordinance by misrepresentation. (2) An applicant under this section, other than the Registrar, must give the Registrar notice of the application; and the Registrar may appear and be heard in person or by a legal practitioner. (3) Upon an application under this section, the court may order that the company be dissolved, or that the company be liquidated and dissolved under the supervision of the court; and the court may make any other order it thinks fit. (4) Upon receipt of an order under this section, section 196 or section 198, the Registrar must— (a) if the order is to dissolve the company, issue a certificate of its dissolution; (b) if the order is to liquidate and dissolve the company under the supervision of the court, issue a certificate of intent to dissolve the company, and publish a notice of that intent in the Gazette. (5) The company ceases to exist on the date shown in its certificate of dissolution. Further grounds 198. (1) Upon the application of a shareholder, debenture holder, creditor, director or officer, the court may order the liquidation and dissolution of a company or any of its affiliated companies if satisfied of the matters set out in subsection (1A). (1A) The matters on which the court must be satisfied are that – (a) in respect of the company or any of its affiliates— (i) any act or omission of the company or any of its affiliates has a result that 77 is oppressive or unfairly prejudicial to, or unfairly disregards the interest of, any shareholder, debenture holder, creditor, director or officer; (ii) the business or affairs of the company or any of its affiliates are or have been carried on or conducted in the manner described in paragraph (i); or (iii) the powers of the directors of the company or any of its affiliates are or have been exercised in the manner described in paragraph (i); or (b) in respect of the company— (i) a unanimous shareholder agreement entitles a complaining shareholder to demand dissolution of the company after the occurrence of a specified event and that event has occurred; (ii) it is just and equitable that the company be liquidated and dissolved; or (iii) the company is insolvent or unable to pay its debts. (2) Upon an application under this section, the court may make an order under this section or section 200 as it thinks fit. Supervision by the court 199. (1) An application to the court to supervise a voluntary liquidation and dissolution under section 193 must state the reasons why the court should supervise the liquidation and dissolution, which must be verified by the affidavit of the applicant. (2) If the court makes an order applied for under section 206, the liquidation and dissolution of the company must be continued under supervision of the court in accordance with this Ordinance. Court liquidation and dissolution 200. (1) An application to the court under section 198 must state the reasons why the company should be liquidated and dissolved, which must be verified by the affidavit of the applicant. (2) Upon an application under section 198, the court may make an order requiring the company and any person having an interest in the company or claim against it to show cause, at a time and place specified in the order, which must not be less than 4 weeks after the date of the order, why the company should not be liquidated and dissolved. (3) Upon an application under section 193 to supervise a voluntary liquidation and dissolution of a company, the court may order the directors and officers of the company to provide to the court all material information known to, or reasonably ascertainable by, them including— (a) the financial statements of the company; (b) the name and address of each shareholder of the company; and (c) the name and address of each known creditor or claimant, including any creditor or claimant with unliquidated, future or contingent claims, and any person with whom the company has a contract. (4) A copy of an order made under subsection (2) must— (a) be published, in a newspaper distributed in St Helena, as directed in the order, at least once in each week before the time appointed for the hearing; and 78 (b) be served upon the Registrar and each person named in the order. (5) Publication and service of an order under this section must be effected by the company or by some other person and in a manner the court orders. Court powers 201. In connection with the dissolution or the liquidation and dissolution of a company, the court may, if satisfied that the company is able to pay or adequately provide for the discharge of all its obligations, make any order it thinks fit, including— (a) an order to liquidate; (b) an order appointing a liquidator, with or without security, fixing the liquidator’s remuneration and replacing a liquidator; (c) an order appointing inspectors, or referees, specifying their powers, fixing their remuneration and replacing inspectors or referees; (d) an order deciding the notice to be given to an interested person, or dispensing with notice to any person; (e) an order deciding the validity of any claim made against the company; (f) an order, at any stage of the proceedings, restraining the directors and officers of the company from— (i) exercising any of their powers; or (ii) collecting or receiving any debt or other property of the company and from paying out or transferring any property of the company except as permitted by the court; (g) an order determining and enforcing the duty or liability of any present or former director, officer or shareholder of the company— (i) to the company; or (ii) for an obligation of the company; (h) an order approving the payment, satisfaction or compromise of claims against the company and the retention of amounts for such purpose, and determining the adequacy of provisions for the payment or discharge of obligations of the company; whether liquidated, unliquidated, future or contingent; (i) an order disposing of, or destroying the documents and records of the company; (j) upon the application of a creditor, the inspectors or the liquidator, an order giving directions on any matter arising in the liquidation; (k) after notice has been given to all interested parties, an order relieving a liquidator from any omission or default on terms the court thinks fit, and confirming any act of the liquidator; (l) subject to section 206, an order approving any proposed interim or final distribution to shareholders in money or in property; (m) an order disposing of any property belonging to creditors or shareholders who cannot be found; (n) upon the application of any director, officer, shareholder or debenture holder, creditor or the liquidator— (i) an order staying the liquidation on terms and conditions the court thinks fit; (ii) an order continuing of discontinuing the liquidation proceedings; or (iii) an order to the liquidator to restore to the company all its remaining property; and (o) after the liquidator has rendered the liquidator’s final accounts to the court, an order dissolving the company. 79 Cessation of business 202. (1) If a court makes an order for the liquidation of a company, then, from the date stated in the order— (a) the company must cease to carry on business, except the business that is, in the opinion of the liquidator, required for an orderly liquidation; and (b) the powers of the directors and shareholders cease and are vested in the liquidator, except as specifically authorised by the court. (2) The liquidator may delegate any of the powers vested in the liquidator by subsection (1)(b) to the directors or shareholders. Appointment of liquidator 203. (1) When making an order for the liquidation of a company, or at any time thereafter, the court may appoint any person including a director, officer or shareholder of the company, as liquidator of the company. (2) If an order for the liquidation of a company has been made and the office of liquidator is or becomes vacant, the property of the company is under the control of the court until the office of liquidator is filled. Duties of liquidator 204. (1) A liquidator must— (a) as soon as possible after being appointed give notice of the appointment to the Registrar and to each claimant and creditor of the company known to the liquidator;

(b) as soon as possible after being appointed, by publication in the Gazette and by insertion once a week for 2 consecutive weeks in a newspaper distributed in St Helena, give notice— (i) requiring any person indebted to the company to render an account and pay to the liquidator at the time and place specified any amount owing; (ii) requiring any person possessing property of the company to deliver it to the liquidator at the time and place specified; and (iii) requiring any person having a claim against the company, whether liquidated, unliquidated, future or contingent, to present particulars of the claim in writing to the liquidator no later than 2 months after the first publication of the notice; (c) take into custody and control of the liquidator the property of the company; (d) open and maintain a trust account for the moneys of the company received and paid out by the liquidator; (e) keep accounts of the moneys of the company received and paid out by the liquidator; (f) maintain separate lists of the shareholders, creditors and other persons who have claims against the company; (g) if satisfied that the company is unable to pay, or adequately provide for the discharge of its obligations, apply to the court for directions; (h) deliver to the court and to the Registrar, at least once in every 12-month period after being appointed, or more often if the court requires, financial statements of the company in the form required by section 127 or 128, or in such other form as the liquidator may think proper, or as the court requires; and 80 (i) after the liquidator’s final accounts are approved by the court, distribute any remaining property of the company among the shareholders according to their respective rights. (2) The liquidator must take reasonable steps to give notice of the appointment in every jurisdiction where the company is registered or has a place of business and to require persons described in subsection (1)(b) to take similar action. Powers of liquidator 205. (1) A liquidator of a company may— (a) retain legal practitioners, accountants, engineers, appraisers and other professional advisers; (b) bring, defend or take part in any civil, criminal or administrative action or proceeding in the name and on behalf of the company; (c) carry on the business of the company in the manner required for an orderly liquidation; (d) sell by public auction or private sale any property of the company; (e) do all necessary acts and execute any necessary documents in the name and on behalf of the company; (f) borrow money on the security of the property of the company; (g) settle or compromise any claims by or against the company; (h) make financial provision in respect of the custody of the documents and records of the company after its dissolution; and (i) do all other things necessary for the liquidation of the company and the distribution of its property. (2) A liquidator incurs no liability as liquidator if the liquidator relies in good faith upon— (a) financial statements of the company represented to the liquidator by an officer of the company or in a written report of the auditor of the company to reflect fairly the financial condition of the company; or (b) an opinion, report or statement of a legal practitioner, accountant, engineer, appraiser or other professional adviser retained by the liquidator. (3) If a liquidator has reason to believe that any person has in the person’s possession or under the person’s control, or has concealed, withheld or misappropriated any property of the company, the liquidator may apply to the court for an order requiring that person to appear before the court at the time and place designated in the order, and to be examined. (4) If the examination referred to in subsection (3) discloses that a person has concealed, withheld or misappropriated property of the company, the court may order that person to restore the property or pay compensation to the liquidator. (5) A liquidator must – (a) pay the costs of liquidation out of the property of the company; and (b) pay or make adequate provision for all claims against the company. Final accounts 81 206. (1) Within one year after being appointed, and after paying or making adequate provision for all claims against the company, the liquidator must apply to the court— (a) for approval of final accounts and for an order permitting the liquidator to distribute, in money or in kind, the remaining property of the company to its shareholders according to their respective rights; or (b) for an extension of time, setting out the reasons for the extension. (2) If a liquidator fails to make the application required by subsection (1), a shareholder of the company may apply to the court for an order for the liquidator to show cause why a final accounting and distribution should not be made. (3) A liquidator must – (a) give to— (i) the Registrar; (ii) each inspector appointed under section 201; (iii) each shareholder; and (iv) any person who provided a security or fidelity bond for the liquidator, notice of the liquidator’s intention to make application under subsection (1); and (b) publish a notice of that intention in a newspaper distributed in St Helena, or as otherwise directed by the court. (4) If the court approves the final accounts rendered by a liquidator, it must make an order— (a) directing the Registrar to issue a certificate of dissolution; (b) directing the custody or disposal of the documents and records of the company; and (c) subject to subsection (5), discharging the liquidator. (5) The liquidator must immediately send a certified copy of the order referred to in subsection (4) to the Registrar. (6) Upon receipt of the order referred to in subsection (4), the Registrar must issue a certificate of dissolution. (7) The company ceases to exist on the date shown in its certificate of dissolution. Money distribution 207. (1) If, in the course of liquidation of a company, the shareholders resolve or the liquidator proposes to— (a) exchange all or substantially all the property of the company for shares or debentures of another corporate body for distribution to the shareholders; or (b) distribute all or part of the property of the company to the shareholders in kind, a shareholder may apply to the court for an order requiring the distribution of the property of the company to be in money. (2) Upon application under subsection (1), the court may order that— (a) all the property of the company be converted into, and distributed in, money; or (b) the claims of any shareholder applying under this section be satisfied by a distribution in money. 82 Record custody 208. A person who has been granted custody of the documents and records of a dissolved company remains liable to produce those documents and records for 6 years after the date of the company’s dissolution, or for any shorter period ordered under section 206(4). Continuation of actions 209. (1) In this section “shareholder” includes the legal representatives of a shareholder. (2) Notwithstanding the dissolution of a company under this Ordinance— (a) a civil, criminal or administrative action or proceeding commenced by or against the company before its dissolution may be continued as if the company had not been dissolved; (b) a civil, criminal or administrative action or proceeding may be brought against the company within 2 years after its dissolution as if the company had not been dissolved; and (c) any property that would have been available to satisfy any judgement or order if the company had not been dissolved remains available to satisfy the judgement or order. (3) Service of a document on a company after its dissolution may be effected by serving the document upon a person shown in the last notice filed under section 68 or 76. (4) Notwithstanding the dissolution of a company, a shareholder to whom any of its property has been distributed is liable to any person claiming under subsection (2) to the extent of the amount received by that shareholder upon the distribution; but an action to enforce that liability may not be brought more than 2 years after the date of the dissolution of the company. (5) A court may order an action referred to in subsection (4) to be brought against the persons who were shareholders as a class, subject to any conditions the court thinks fit. (6) If the plaintiff in an action ordered under subsection (5) establishes the claim, the court may refer the proceedings to a referee or other officer of the court, who may— (a) add as a party to the proceedings any person found by the plaintiff to have been a shareholder; (b) decide, subject to subsection (4), the amount that each person who was a shareholder should contribute towards satisfaction of the plaintiff’s claim; and (c) direct payment of the amounts so decided. Unknown claimants 210. (1) Upon the dissolution of a company, the portion of property distributable to a creditor or shareholder who cannot be found must be converted into money and paid into the Consolidated Fund. (2) A payment under subsection (1) is in satisfaction of the debt or claim of the creditor or shareholder. 83 (3) If, at any time within 6 years after the date on which any money is paid into the Consolidated Fund pursuant to subsection (1) any person establishes an entitlement to the money so paid into the Fund, the person is entitled to be paid an equivalent amount out of the Consolidated Fund. Crown vested with property 211. (1) Subject to 209(2) and to section 210, any property of a company that has not been disposed of at the date of the company’s dissolution vests in the Crown. (2) If a company is revived under section 187, any property (other than money) that was vested in the Crown pursuant to subsection (1) of this section on the dissolution of the company, and that has not been disposed of, must be returned to the company upon its revival as provided in subsection (3). (3) The company is entitled to be paid out of the Consolidated Fund— (a) any money received by the Crown pursuant to subsection (1) in respect of the company; and (b) if property other than money vested in the Crown pursuant to subsection (1) in respect of the company and that property has been disposed of, an amount equal to the lesser of— (i) the value of any such property at the date it vested in the Crown; and (ii) the amount realised by the Crown by the disposition of that property. PART VI ADMINISTRATION AND GENERAL DIVISION A: FUNCTIONS OF THE REGISTRAR Registrar of Companies Responsibility5 212. (1) The Registrar of Companies is, under the general supervision of the Chief Magistrate, responsible for the administration of this Ordinance. (2) A seal may be prescribed by the Chief Magistrate for use by the Registrar of Companies in the performance of the duties of that office. Filing of documents 213. (1) The Registrar may accept, under any provision of this Ordinance or any other enactment requiring a document to be delivered to the Registrar, any material other than a document which contain the information in question and is of a kind approved by the Registrar. (2) The delivery to the Registrar of material so accepted is sufficient compliance with the provision of this Ordinance or that other enactment. (3) In this section a reference to delivering a document includes sending, forwarding, producing or giving it. 5 Section 212 amended by Ord. 6 of 2013 84 Immunity 214. No liability attaches to the Registrar or any person acting under the authority of the Registrar for any act done in good faith in the discharge of functions under this Ordinance. Register of companies Register of companies 215. (1) The Registrar must maintain a Register of Companies and must keep in it the name of every corporate body that— (a) is— (i) incorporated under this Ordinance; (ii) registered under section 180 as an overseas company; (iii) restored to the register pursuant to this Ordinance; and (b) has not been subsequently struck off the Register. (2) A duplicate register of the matters specified in subsection (1) may be kept in any place outside St Helena. Inspection of register 216. (1) A person who has paid the prescribed fee is entitled during normal business hours to examine, and to make copies of or extracts from, any document required by this Ordinance or the regulations to be sent to the Registrar, except a report sent to the Registrar under subsection section 239(2). (2) The Registrar must upon request and payment of the prescribed fee provide any person with a copy or certified copy of any document received by the Registrar under this Ordinance, except a report received by the Registrar pursuant to section 239(2). (3) If the records maintained by the Registrar are prepared and maintained in other than a written form— (a) the Registrar must provide any copy required to be furnished under this Ordinance in an intelligible written form; and (b) a report reproduced from those records, if certified by the Registrar, is admissible in evidence to the same extent as the original written records would be. Notices and documents Notice to directors, etc. 217. (1) A notice or document required by this Ordinance, the regulations, the articles or the by-laws to be sent to a shareholder or director of a company may be sent by telex, telefax, prepaid post or cable or by electronic means addressed to, or may be delivered personally to— (a) a shareholder - at the latest address for the shareholder in the records of the company or its transfer agent; and (b) a director - at the latest address for the director in the records of the company or in the latest notice filed under section 68 or 76. (2) A director named in a notice sent by a company to the Registrar under section 68 or 76 and filed by the Registrar is, for the purposes of this Ordinance, presumed to be a director of the company referred to in the notice. 85 Presumption of receipt 218. A notice or document sent in accordance with section 217 to a shareholder or director of a company is, for the purpose of this Ordinance, presumed to be received by the shareholder or director at the time, having regard to the mode of dispatch, that it would in its ordinary course be delivered. Undelivered documents 219. If a company sends a notice or document to a shareholder in accordance with section 217 and the notice or document is returned on 3 consecutive occasions because the shareholder cannot be found, the company need not send any further notices or documents to the shareholder until the shareholder informs the company in writing of a new address. Notice waiver 220. If a notice or document is required to be sent pursuant to this Ordinance, the sending of the notice or document may be waived, or the time for the notice or document may be waived or abridged at any time, with the consent in writing of the person entitled to the notice or document. Certificate by company 221. A certificate issued on behalf of a company stating any fact that is set out in the articles, the by-laws, any unanimous shareholder agreement, the minutes of the meetings of the directors, a committee of directors or the shareholders, or a trust deed or other contract to which the company is a party, may be signed by a director, an officer or a transfer agent of the company. Evidentiary value 222. When introduced as evidence in any civil, criminal, or administrative action or proceeding— (a) a fact stated in a certificate referred to in section 221; (b) a certified extract from a register of members or debenture holders of a company; or (c) a certified copy of minutes or extracts from minutes of a meeting of shareholders, directors or a committee of directors of a company, is, in the absence of evidence to the contrary, proof of the fact so certified without proof of the signature or official character of the person appearing to have signed the certificate. Copies 223. If a notice or document is required by this Ordinance to be sent to the Registrar, the Registrar may accept an electronic or photographic copy of the notice or document or a copy by telefax or other device. Filed documents 224. (1) If this Ordinance requires that documents relating to a company be sent to the Registrar, then unless otherwise specifically provided, the documents may be delivered in any manner the Registrar approves. (2) A signature required on any document referred to in subsection (1) may be printed or otherwise mechanically or electronically reproduced on the document. (3) A document with a signature referred to in subsection (2) may be accepted in 86 evidence, notwithstanding any provision to the contrary contained in any local or applied enactment. Alteration of documents 225. The Registrar may alter a notice or document, other than an affidavit or statutory declaration, if so authorised by the person who sent the notice or document, or by the representative of that person. Correction of documents 226. (1) If a certificate that contains an error is issued to a company by the Registrar – (a) the directors or shareholders of the company must – (i) on the request of the Registrar, pass the resolutions and send to the Registrar the documents required to comply with this Ordinance; and (ii) take any other steps the Registrar reasonably requires; (b) the Registrar may demand the surrender of the certificate and issue a corrected certificate. (2) A certificate corrected under subsection (1) must bear the date of the certificate it replaces. Proof of documents 227. (1) The Registrar may require that a document or a fact stated in a document required or sent to the Registrar pursuant to this Ordinance be verified in accordance with subsection (2). (2) A document or fact required by this Ordinance or by the Registrar to be verified may be verified by affidavit or affirmation. (3) The Registrar may require of a corporate body the authentication of a document, and the authentication may be signed by the secretary, or any director or authorised person or by a legal practitioner for the corporate body. Retention of documents 228. The Registrar need not produce any document of a prescribed class more than 6 years after the Registrar received it. Registrar’s certificate 229. (1) The Registrar may provide any person with a certificate stating that— (a) a corporate body has or has not sent to the Registrar a document required to be sent to the Registrar pursuant to this Ordinance; (b) a name, whether that of a company or not, is or is not on the register; or (c) a name, whether that of a company or not, was or was not on the register on a stated date. (2) If this Ordinance requires or authorises the Registrar to issue a certificate or to certify any fact, the certificate or the certification must be signed by the Registrar or by the deputy to the Registrar. (3) A certificate or certification mentioned in subsection (2) that is introduced as 87 evidence in any civil, criminal or administrative action or proceeding is sufficient proof of the facts so certified, without proof of the signature or official character of the person appearing to have signed it. Refusal power 230. (1) The Registrar may refuse to receive, file or register a document submitted to the Registrar, if the Registrar is of the opinion that the document— (a) contains matter contrary to the law; (b) because of any omission or error in description the document has not been duly completed; (c) does not comply with the requirements of this Ordinance; (d) contains an error, alteration or erasure; (e) is not sufficiently legible; or (f) is not sufficiently permanent for the Registrar’s records. (2) The Registrar may request that a document refused under subsection (1) be amended or completed and re-submitted, or that a new document be submitted in its place. (3) If a document that is submitted to the Registrar is accompanied with a statutory declaration by a legal practitioner that the document contains no matter contrary to law and has been duly completed in accordance with the requirements of this Ordinance, the Registrar may accept the declaration as sufficient proof of the facts declared in it. Removal from register Striking off register 231. (1) The Registrar may strike off the register a company or other corporate body, if— (a) the company or other corporate body fails to send any return, notice, document or prescribed fee to the Registrar as required by this Ordinance; (b) the company is dissolved; (c) the company or other corporate body is amalgamated with one or more other companies or corporate bodies; (d) the company does not carry out an undertaking given under 235)(a)(i); or (e) the registration of the corporate body is revoked under this Ordinance. (2) If the Registrar is of the opinion that a company or other corporate body is in default under subsection (1)(a), the Registrar must send a notice advising it of the default and stating that, unless the default is remedied within 90 days after the date of the notice, the company or other corporate body will be struck off the register. (3) Section 233 applies with necessary modifications to the notice mentioned in subsection (2). (4) After the expiration of the time mentioned in the notice, the Registrar may strike the company or other corporate body off the register and publish a notice of the fact in the Gazette. (5) If a company or other corporate body is struck off the register, the Registrar may, upon receipt of an application in the approved form and upon payment of the prescribed fee and any outstanding fees, restore it to the register and issue a certificate in a form adapted to the circumstances. (6) Any person who is aggrieved by a decision of the Registrar under this section may 88 appeal to the court and if the court is satisfied that it would be just for the name of the company to be restored to the register, the court may direct the Registrar to restore it upon terms and conditions the court considers appropriate. Liability continues 232. If a corporate body is struck off the register, the liability of the corporate body and of every director, officer or shareholder of the corporate body continues and may be enforced as if it had not been struck off the register. Service Service on company 233. A notice or document may be served on a company— (a) by leaving it at, or sending it by telex or telefax or by prepaid post or cable addressed to, the registered office of the company; or (b) by personally serving any director, officer, receiver, receiver-manager or liquidator of the company. Company names Reservation of name 234. The Registrar may, upon request and upon payment of the prescribed fee, reserve for 90 days a name for an intended company or for a company about to change its name. Prohibited name 235. The name of a company— (a) must not be the same as or similar to the name or business name of any other person or of any association, partnership or firm, if the use of that name would be likely to confuse or mislead, unless the person, association, partnership or firm consents in writing to the use of that name in whole or in part, and— (i) if required by the Registrar in the case of any person, undertakes to dissolve or change the name to a dissimilar name within 6 months after the filing of the articles by which the name is acquired; or (ii) if required by the Registrar in the case of an association, partnership or firm, undertakes to cease to carry on its business or activities, or undertakes to change its name to a dissimilar name, within 6 months after the filing of the articles by which the name is acquired; (b) must not be identical to the name of a corporate body incorporated under the laws of St Helena before the commencement date; (c) must not suggest or imply the patronage of Her Majesty or any member of the Royal Family or connection with Her Majesty’s Government or any department thereof in the United Kingdom or elsewhere; (d) must not suggest or imply a connection with a political party or a leader of a political party; (e) must not suggest or imply a connection with a university or a professional association recognised by the laws of St Helena unless the university or professional association concerned consents in writing to the use of the proposed name; and (f) must not be a name that is prohibited by the regulations. Refusal of articles 89 236. The Registrar may refuse to accept articles of incorporation or continuation for a company or to register articles amending the name of a company if the name— (a) is not distinctive because— (i) it is too general; (ii) it is descriptive only of the quality, function or other characteristic of the goods or services in which the company deals or intends to deal; or (iii) primarily it is only a geographic name used alone, unless the applicant establishes that the name has through use acquired and continues to have a secondary meaning; (b) is defectively inaccurate in describing— (i) the business, goods or services in association with which it is proposed to be used; (ii) the conditions under which the goods or services will be produced or supplied; or (iii) the persons to be employed in the production or supply of those goods and services; (c) is likely to be confusing with that of a company that was dissolved; (d) contains the word or words “credit union”, “co-operative”, or “co-op” when it connotes a co-operative venture; or (e) is, in the opinion of the Registrar, for any other reason objectionable. Amalgamated company 237. If 2 or more companies amalgamate, the amalgamated company may have— (a) the name of one of the amalgamating companies; (b) a distinctive combination, that is not confusing, of the amalgamating companies; or (c) a distinctive new name that is not confusing. DIVISION B: INVESTIGATION OF COMPANIES Investigation Investigation order 238. (1) A shareholder or debenture holder of a company, or the Registrar, may apply ex parte or upon such notice as the court may require, to the court for an order directing that an investigation be made of the company and any of its affiliated companies. (2) If, upon an application under subsection (1) in respect of a company, it appears to the court that— (a) the business of the company or any of its affiliates is or has been carried on with intent to defraud any person; (b) the business or affairs of the company or any of its affiliates are or have been carried on in a manner, or the powers of the directors are or have been exercised in a manner, that is oppressive or unfairly prejudicial to, or that unfairly disregards, the interest of a shareholder or debenture holder; (c) the company or any of its affiliates was formed for a fraudulent or unlawful purpose, or is to be dissolved for a fraudulent or unlawful purpose; (d) persons concerned with the formation, business or affairs of the company or any of its affiliates have in connection with the formation acted fraudulently or dishonestly; or (e) in any case it is in the public interest that an investigation of the company be made, the court may order that an investigation be made of the company and any of its affiliated companies. 90 (3) A shareholder or debenture holder who makes an application under subsection (1) must give the Registrar reasonable notice of the application; and the Registrar is entitled to appear and be heard in person or by a legal practitioner. (4) An ex parte application under this section must be heard in chambers. (5) No person must publish anything relating to an ex parte proceeding except with the authorisation of the court or the written consent of the company that is being, or is to be, investigated. Court powers 239. (1) In connection with an investigation under this Division in respect of a company, the court may make any order it thinks fit, including— (a) an order to investigate; (b) an order appointing an inspector, who may be the Registrar, and fixing the remuneration of the inspector and replacing the inspector; (c) an order determining the notice to be given to any interested person, or dispensing with notice to any person; (d) an order authorising an inspector to enter any premises in which the court is satisfied there might be relevant information, and to examine anything, and to make copies of any documents or records, found on the premises; (e) an order requiring any person to produce documents or records to the inspector; (f) an order authorising an inspector to conduct a hearing, administer oaths and examine any person upon oath, and prescribing rules for the conduct of the hearing; (g) an order requiring any person to attend a hearing conducted by an inspector and to give evidence upon oath; (h) an order giving directions to an inspector or any interested person on any matter arising in the investigation; (i) an order requiring an inspector to make an interim or final report to the Court; (j) an order determining whether a report of an inspector should be published, and, if so, ordering the Registrar to publish the report in whole or in part, or to send copies to any person the court designates; (k) an order requiring an inspector to discontinue an investigation. (2) An inspector must send to the Registrar a copy of every report made by the inspector under this Division. Inspector’s powers 240. (1) An inspector appointed under this Division has the powers set out in the order of appointment. (2) An inspector must upon request produce to an interested person a copy of any order made under subsection section 239(1). In camera hearing 241. (1) An interested person may apply to the Court for an order that a hearing conducted by an inspector under this Division be heard in chambers and for directions on any matter arising in the investigation. (2) A person whose conduct is being investigated or who is being examined at a hearing conducted by an inspector under this Division may appear and be heard in person or by a legal practitioner. 91 Incriminating evidence 242. (1) Subject to subsection (2), a person is not excused from attending and giving evidence and producing documents and records to an inspector under this Division only because the evidence tends to incriminate the person or subject the person to any proceeding or penalty. (2) Evidence given or produced by a person as mentioned in subsection (1) may not be used or received against the person in any proceeding subsequently instituted against the person, other than in a prosecution for perjury in relation to the evidence. Privilege absolute 243. An oral or written statement or report made by an inspector or any other person in an investigation under this Division has absolute privilege. Inquiries Ownership interest 244. (1) If the Registrar is of the opinion that, for the purposes of this Ordinance, there is reason to enquire into the ownership or control of a share or debenture of a company or any of its affiliates, the Registrar may apply to the court in writing and, subject to subsection (1A), must cause a copy of the application to be served on the company at its registered office. (1A) The court may, upon sufficient cause shown, dispense with the service of an application under subsection (1) on the company. (2) The court may after due enquiry require any person that it considers has or had interest in the share or debenture, or acts or has acted on behalf of a person with such an interest, to provide to the court, or to any person the court appoints— (a) information that the person has or can reasonably be expected to obtain as to present and past interests in the share or debenture; and (b) the names and addresses of the persons so interested and of any person who acts or has acted in relation to the share or debenture on behalf of the persons so interested. (3) For the purposes of subsection (1), a person has an interest in a share or debenture, if— (a) the person has a right to vote or to acquire or dispose of the share or debenture or any interest in them; (b) the person’s consent is necessary for the exercise of the rights or privileges of any other person interested in the share or debenture; or (c) any other person interested in the share or debenture can be required, or is accustomed, to exercise rights or privileges attached to the share or debenture in accordance with the instructions of the first-mentioned person. 92 Client privileges 245. Nothing in this Division affects the privileges that exist in respect of a legal practitioner and a client. Inquiries 246. The court may make of any person any inquiries that relate to compliance with this Ordinance by any persons. Disclosure of information Request for assistance 247. (1) The Registrar may, for the purpose of assisting a foreign regulatory authority which has requested assistance, exchange documents or other information which are in the possession of the Registrar or which is obtained in a prescribed manner. (1A) Assistance as mentioned in subsection (1) must not extend to any matter relating directly or indirectly to the imposition, calculation and collection of taxes. (2) In deciding whether to exercise powers under this section, the Registrar may take into account— (a) the seriousness of the matter to which the enquiries relate and the information sought; and (b) whether it is appropriate in the public interest to give the information sought. Restrictions on disclosure 248. (1) No information supplied by a foreign regulatory authority to the Registrar relating to the business or affairs of any person may be disclosed for any purpose— (a) by the Registrar; or (b) by any person obtaining the information directly from the Registrar, without the consent of the foreign regulatory authority, or person to whom the information relates. (2) A person who contravenes subsection (1) commits an offence. Penalty: A fine of £10,000 or imprisonment for 18 months, or both. Non-application of section 248(1) 249. Section 248(1) does not apply to any disclosure made for the purpose of— (a) the institution of criminal proceedings; or (b) carrying out a duty imposed under any law in force in St Helena or by any international agreement to which St Helena is a party. Foreign regulatory authorities 250. (1) The Governor may, at his or her discretion by Order published in the Gazette prescribe foreign regulatory authorities with which the Registrar may exchange information. (2) In deciding whether to exercise the powers under this section in relation to any 93 country or territory, the Governor may take into account— (a) whether corresponding assistance would be given in that country or territory to an authority exercising regulatory functions in St Helena; and (b) whether the enquiries would relate to a possible breach of the laws of St Helena or elsewhere. DIVISION C: REGULATIONS Regulations 251. The Governor on the advice of the Executive Council6 may make any regulations required for the better administration of this Ordinance, and, in particular, but without limiting the power, may make regulations – (a) prescribing any matter required or authorised by this Ordinance to be prescribed; (b) requiring the payment of a fee in respect of the filing, examination or copy of any document or in respect of any action that the Registrar is required or authorised to take under this Ordinance, and prescribing the amount of the fee; (c) prescribing the contents of returns, notices or other documents required to be sent to the Registrar or to be issued by the Registrar; (d) prescribing the rules with respect to exemptions permitted by this Ordinance; (e) respecting the names of companies or classes of companies; (f) respecting the authorised capital of companies; (g) respecting the transfer of shares and the preferences, rights, conditions, restrictions, limitations or prohibitions attaching to shares or classes or series of shares of companies; (h) respecting the designation of classes of shares; (i) prescribing matters relating to the appointment of proxies; (j) prescribing that specified companies be exempt from certain provisions of this Ordinance; (k) respecting any other matter required for the efficient administration of this Ordinance; (l) respecting the procedure for inclusion of a company on the Companies Register; or (m) respecting the registration of the beneficial ownership of a company.7 DIVISION D: OFFENCES AND PENALTIES Name offence 252. A company that contravenes section 15 commits an offence. Penalty: A fine of £5,000. Reports 253. (1) It is an offence for a person to make or assist in making a report, return, notice or other document required by this Ordinance or the regulations to be sent to the Registrar or to any other person which – (a) contains an untrue statement of a material fact; or (b) omits to state a material fact that is required in the report, return, notice or other document, or that is necessary to make a statement contained in it not misleading in the light of the circumstances in which it was made. Penalty: (a) on summary conviction - a fine of £5,000 or imprisonment for 18 months, or both; 6 “Governor in Council” replaced with “Governor on the advice of the Executive Council” – Ord. 1 of 2025 7 Paragraph (m) inserted by Ord. 1 of 2025. 94 (b) on conviction on indictment - a fine of £50,000 or to imprisonment for 5 years, or both. (2) A person does not commit an offence under subsection (1) if the making of the untrue statement or the omission of the material fact was unknown to the person and with the exercise of reasonable diligence could not have been known to the person. (3) If an offence under subsection (1) is committed by a corporate body and a director or officer of that corporate body knowingly authorised, permitted or acquiesced in the commission of the offence, the director or officer committed that offence and is liable to the penalty prescribed in subsection (1). Specific offences 254. (1) It is an offence for a person— (a) without reasonable cause to contravene section 155; (b) wilfully to contravene any provision of Division C of Part II; (c) without lawful excuse to contravene any provision of Division C of Part IV; (d) without reasonable cause to fail to comply with a requirement of the Registrar under section 244 to report to the Registrar any information or any names or addresses of a person sought by the Registrar under that section; (e) being an auditor or former auditor of a company, to contravene section 143(1) without reasonable cause; or (f) being a director or officer of a company knowingly to contravene section 147. Penalty: A fine of £50,000 and imprisonment for 5 years, or both. (2) If a person who commits an offence under subsection (1) is a corporate body, then, whether the corporate body has been prosecuted or convicted, any director or officer of the corporate body who knowingly authorised, permitted or acquiesced in the act or omission that constituted the offence committed that offence and is liable to the penalty prescribed in subsection (1). Company offences 255. (1) A company that, without reasonable cause, contravenes section 134 or 137, commits an offence. Penalty: A fine of £50,000 and imprisonment for 5 years, or both. (2) If a company commits an offence under this section, any director or officer of the company who knowingly authorised, acquiesced in or permitted the contravention committed that offence and is liable to the penalty prescribed by subsection (1). Offences relating to beneficial ownership 255A.8 (1) A person who is an individual who does not comply with any requirement or obligation prescribed pursuant to Division FA or who provides false or misleading information in relation to a requirement or obligation pursuant to Division FA commits an offence. Penalty: A fine of £10,000. (2) A company which does not comply with any requirement or obligation prescribed pursuant to Division FA or which provides false or misleading information in relation to a requirement or obligation pursuant to Division FA commits an offence. Penalty: A fine of £100,000. 8 Section 255A inserted by Ord. 1 of 2025 95 General penalty 256. The maximum penalty for an offence under this Ordinance or the regulations, if not prescribed elsewhere in this Ordinance, is a fine of £5,000 or imprisonment for 18 months, or both. Order to comply 257. When a person is convicted of an offence under this Ordinance or the regulations, the court in which proceedings in respect of the offence are taken, may in addition to any criminal penalty it imposes, order that person to comply with the provision of this Ordinance or the regulations for the contravention of which the person has been convicted. Limitation 258. A prosecution for an offence under this Ordinance or the regulations must be commenced within 2 years from the time when the subject-matter of the prosecution arose. Civil remedies unaffected 259. No civil remedy for any act or omission is affected by reason that the act or omission is an offence under this Ordinance. DIVISION E: REPEAL, SAVINGS AND CONSEQUENTIAL AMENDMENTS Repeal and savings 260. (1) Omitted (2) Upon the commencement date of this Ordinance— (a) all corporate instruments of an overseas company lodged; and (b) all registrations, acts and things lawfully done under any provisions of any former Ordinance, are presumed to have been lawfully done under this Ordinance, and continue in effect under this Ordinance as though they had been lawfully done under this Ordinance. (3) For the purposes of subsection (2), “lawfully done” means lawfully granted, issued, imposed, taken, done, commenced, filed or passed as the circumstances may require. Immigrants’ Landholding (Restriction) Ordinance amended 261. Omitted; see now Part 6 of the Immigration Ordinance 2011. 96 COMPANIES ORDINANCE, 2004 COMPANIES (APPOINTMENT OF REGISTRAR) REGULATIONS, 2004 (Section 251) Citation 1. These Regulations may be cited as the Companies (Appointment of Registrar) Regulations, 2004. Appointment of Registrar 2. (1) The Governor may, by notice in the Gazette, appoint a person to be the Registrar of Companies. (2) The Registrar must perform and carry out the duties conferred on the Registrar by the Companies Ordinance, 2004. COMPANIES ORDINANCE, 2004 COMPANIES (FEES AND FORMS) REGULATIONS, 2004 (Section 251) TABLE OF CONTENTS 1. Citation and commencement 2. Definition 3. Articles of incorporation and lists of members 4. Execution of documents 5. Minimum share capital of public company 6. Fees 7. Forms First Schedule: Fees Second Schedule: Forms Third Schedule: Omitted Fourth Schedule: Articles of incorporation of a private limited company Citation and commencement 1. These Regulations may be cited as the Companies (Fees and Forms) Regulations, 2004, and come into force on the same day as the Companies Ordinance, 2004 comes into force. Definition 2. In these Regulations, “authorised representative” in relation to an overseas company means the person or persons resident in St Helena authorised to accept on its behalf service of process and notices as contemplated by section 179(1)© of the Ordinance. Articles of incorporation and lists of members 97 3. (1) Notwithstanding section 9(1) of the Ordinance, articles of incorporation delivered to the Registrar may be signed on behalf of all the intended members by the person making the application for registration if – (a) each intended member of the proposed company has signed a list of members in Form 3 in the Second Schedule to these Regulations; and (b) the list is delivered to the Registrar with the articles of incorporation. (2) The right conferred by section 216 of the Ordinance to examine, and to make copies of or extracts from, a document required by the Ordinance does not extend to any list of members submitted in accordance with sub-regulation (1) or to any such list delivered with an annual return in accordance with section 157 of the Ordinance. Execution of documents 4. Notwithstanding section 29 of the Ordinance, a document signed by a director and the secretary of a company, or by 2 directors, and expressed (in whatever form of words) to be executed by the company has the same effect as if executed under the common seal of the company. Minimum share capital of public company 5. (1) Before issuing a certificate of incorporation for a public company, the Registrar may require evidence in an approved form, that the company— (a) has a paid-up share capital not less than the authorised minimum; or (b) intends within a stated period to have a paid- up share capital not less than the authorised minimum and undertakes not do business or borrow until it has informed the Registrar that it has such capital. (2) The Registrar may require evidence in an approved form to support any statement informing the Registrar that an undertaking given in accordance with sub-regulation (1)(b) has been fulfilled. (3) The authorised minimum for the purposes of sub-regulation (1)(a) is £50,000. Fees 6. The fees payable under the Ordinance are those set out in the First Schedule to these Regulations. Forms 7. (1) The forms set out in the Second Schedule to these Regulations are prescribed for use for the matters to which they relate. (2) For the purposes of section 10 of the Ordinance, articles of incorporation of a private limited company must be in accordance with one of the forms set out in the Fourth Schedule to these Regulations. 98 FIRST SCHEDULE9 (Regulation 6) DESCRIPTION FEE 1. For Incorporation or Registration: 1a Incorporation of a private company specified under section 184, or a £80.50 company limited by guarantee 1b Incorporation of any other company £741.00 1c Registration of an overseas company £375.60 2. Reservation of a name 2a Any company £49.40 3. On delivery of documents to the Registrar 3a Amendment to Articles (including change of name but excluding an £80.50 amendment made pursuant to section 184(4)) 3b Amendment to Articles made pursuant to section 184(4) £741.00 3c Annual return (any company) £21.60 3d Financial Statement (specified private company or company limited by Nil guarantee) 3e Financial Statement (where 3d does not apply) £80.50 3f Any other document £16.10 4. Searches and copy documents 4a To view information at a computer terminal in the Registrar’s office £5.35for each 20 minutes or part thereof 4b To print information from a computer in the Registrar’s office £1.65 per A4 page (single- sided) 4c To view summary information via a website maintained by the Registrar Nil 4d To access copies of registered documents via a website maintained by the £10.75 per Registrar document 4e Certification by the Registrar of a copy of any document held by the £16.10 Registrar 4f Issue of a certificate by the Registrar regarding any information held by the £37.55 Registrar (excluding a certificate of registration or incorporation issued at the time of registration or incorporation, or a certificate of actual or intended dissolution) 9 First Schedule amended by L.N. 10/2018, L.N. 8/2019 and L.N.

23/2020 99 SECOND SCHEDULE (Regulation 7) TABLE OF FORMS Form 1 Application for registration of a company Form 1A Registered office of an overseas company Form 2 Details of company officer on initial registration Form 3 List of members (shareholders) of a company Form 4 Appointment of company officer Form 5 Notice of change in the details of a company officer Form 6 Notice of change of company address Form 7 Application for reservation of a corporate name Form 8 Notice of change of name Form 9 Notice of cessation of appointment of company officer Form 10 Notice of change in share capital Form 11 Change in authority of company office Form 12 Notification of a charge against the assets of a registered company Form 13 Notification of discharge of a charge 100 ST HELENA COMPANIES REGISTRY FORM 1 APPLICATION FOR REGISTRATION OF A COMPANY (Section 251) Details of applicant Name Address Telephone e-mail Type of company (please tick) Private company limited by shares Private company limited by guarantee Public limited company Overseas company Proposed corporate name If the name has previously been reserved, give the reservation number Proposed registered office (Representative office for a proposed overseas company) Business details (optional) These details are not essential for registration, but can be included in the details shown on the public file (including our website) to help us promote your business. If they change, please notify the Registrar by letter. The list on the right is to show what category of business activity you intend to conduct. It does not restrict your activities. If you do not wish to complete this section, please continue over the page. Please tick: Agriculture, forestry and fishing Mining and quarrying Manufacturing Electricity, gas and water supply Construction Wholesaling and retailing Hotels and restaurants Transport, storage and communications Financial services Real estate and renting Public administration and defence Education Health and social work 101 Other social and personal services Other business activity (Please specify) Business address (if different from the registered office) Telephone Fax e-mail Website What the company does (not more than 50 words) Company officers Will the company have a secretary? Yes/No (Obligatory for public limited companies, optional for others) How many directors will there be at incorporation? Share capital (If the company does not have share capital, go to the next section.) Class of shares Ordinary Other classes (if any) Currency Nominal (par) value (if any) Number of shares authorised Number to be issued at registration Total value For company without share capital only: Do you intend to use the word ‘Limited’ or its equivalent at the end of the company name? Yes/ No (If no, the company’s article of association must prohibit a distribution of profits to members) Enclosures: The articles of incorporation of the proposed company Form 2 for each director or secretary Form 3 giving a list of members (not for the public file) The fee Declaration • This information and that in the enclosures is true to the best of my knowledge and belief. • I certify that the purpose for which the proposed company is intended is lawful. • On behalf of the intended member(s), I apply for registration. • (In the case of a new company) I understand that the company will only come into existence when it is registered. • I am signing this application in the presence of a witness. Signed Date 102 The person named as the applicant is known to me and has signed this application in my presence Signature of witness Full name Occupation Address COMPANIES ORDINANCE, 2004 ST HELENA COMPANIES REGISTRY FORM 1A REGISTERED OFFICE OF AN OVERSEAS COMPANY (Section 179) Company name: Jurisdiction of incorporation The following address is registered with the registration authority in the jurisdiction in which the company is incorporated: Signed: Date: COMPANIES ORDINANCE, 2004 ST HELENA COMPANIES REGISTRY FORM 2 DETAILS OF COMPANY OFFICER ON INITIAL REGISTRATION (Section 68) Proposed company name: Name of person to be appointed: This person will be: (Tick one) A director Company secretary Director and secretary Authorised representative of an overseas company Level of authority: (tick one) This person will be authorised to represent the company in dealings with third parties and in legal proceedings: Acting alone/only when acting jointly 103 This person may take part in the administration, supervision or control of the company: Acting alone/only when acting jointly Information to be provided by the person appointed Part A - Personal number If you have previously been an officer of a St Helena company, you will have been given a personal number. If so, please quote it here. You need not complete Part B unless there has been a change in the information that was last provided to the Registry. If there have been changes, please fill in the relevant sections of Part B. Do you have a personal number? Yes - my number is ............ Go direct to Part C unless there are changes in your details. No/ not sure Complete Part B Part B - Personal details Title (including Mr, Mrs, Miss, Ms) First name(s) Surname Honours and qualifications to be included after your name Your date of birth Your nationality Your occupation Any previous names you have used Address Other directorships (if necessary, attach a list) If none, state NONE Part C - Confirmation I have read the Guidance for Company Officers and agree to act in the capacity stated above. Signed Date COMPANIES ORDINANCE, 2004 ST HELENA COMPANIES REGISTRY FORM 3 LIST OF MEMBERS (SHAREHOLDERS) OF A COMPANY (Section 114) Intended members of ............... (proposed company name) 104 (If more than one sheet) ‘This is sheet no...’ Class of shares/ guarantee Number of shares/Amount of guarantee Note If there is only one class of share, it is ‘Ordinary. If there is more than one class, use a separate sheet for each class. If the company is limited by guarantee, insert ‘Guarantee’. Surname Title (optional) Address Number of shares/ Signature* (please list in and first name(s) Amount of guarantee alphabetical order) *Each person should sign to indicate that they agree to be a member of the company and, in the case of a company with shares, to take the number of shares stated. COMPANIES ORDINANCE, 2004 ST HELENA COMPANIES REGISTRY FORM 4 APPOINTMENT OF COMPANY OFFICER (Section 251) Details of person notifying the appointment: Name Address Telephone e-mail Company number: Company name: Name of person who has been appointed: This person has been appointed as: (Tick one) A director Company secretary Director and secretary Authorised representative of an overseas company Date of appointment: Level of authority: (tick one) This person is authorised to represent the company in dealings with third parties and in legal proceedings: Acting alone/only when acting jointly 105 This person may take part in the administration, supervision or control of the company: Acting alone/only when acting jointly Signed: Personal number: Date: This notice must be signed and submitted by a director, company secretary or authoried representative of an overseas company after completion of the details Information to be provided by the person appointed If, in the case of an overseas company, it is not practical for these details to be completed by the person appointed, they may be completed on the person’s behalf by the authorised representative resident in St Helena. If so, there is no need to complete Part C. Part A - Personal number If you have previously been an officer of a St Helena company, you will have been given a personal number. If so, please quote it here. You need not complete Part B unless there has been a change in the information that was last provided to the Registry. If there have been changes, please fill in the relevant sections of Part B. Do you have a personal number? Yes - my number is ............ Go direct to Part C unless there are changes in your details No/ not sure Complete Part B Part B - Personal details Title (including Mr, Mrs, Miss, Ms) First name(s) Surname Honours and qualifications to be included after your name Your date of birth Your nationality Your occupation Any previous names you have used Address I am also a director of the following company or companies: (If necessary, attach a list) I am not a director of any other companies Part C - Confirmation I have read the Guidance for Company Officers and agree to act in the capacity stated above. 106 Signed Date COMPANIES ORDINANCE, 2004 ST HELENA COMPANIES REGISTRY FORM 5 NOTICE OF CHANGE IN THE DETAILS OF A COMPANY OFFICER (Section 76) Notice of change of details should be given to the Registrar of Companies and to all the companies in which you currently hold office. Complete your personal number and name, then any details that have changed: Your personal number Name Changes: Title (including Mr, Mrs, Miss, Ms) First name(s) Surname Honours and qualifications to be included after your name Your date of birth Your nationality Your occupation Any previous names you have used Address I have given notice of these changes to all the companies in which I currently hold office Signed: Date: COMPANIES ORDINANCE, 2004 ST HELENA COMPANIES REGISTRY FORM 6 NOTICE OF CHANGE OF COMPANY ADDRESS (Section 150(2)) Details of person notifying the appointment: Name Address 107 Telephone e-mail Company number: Company name: The following address is: (tick one) ( ) A new registered office for a company registered in St Helena. (This must be in St Helena. This address may be used for service of legal documents and will also be used as a correspondence address by the Companies Registry. The new registered office address takes effect only when registered.) ( ) A new registered office for an overseas company which has already been notified to the registration authority in the jurisdiction in which the company is incorporated. (This is the address registered by the registration authority for the jurisdiction in which the company was incorporated.) ( ) An address for service for an overseas company. (This is an address in St Helena which may be used for the service of legal documents on the company and will also be used as a correspondence address by the Companies Registry. The new address takes effect only when registered.) The new address is: This notice must be signed by a director or secretary of the company or, in the case of an overseas company, by its authorised representative. Signed Personal number Date COMPANIES ORDINANCE, 2004 ST HELENA COMPANIES REGISTRY FORM 7 APPLICATION FOR RESERVATION OF A CORPORATE NAME (Section 234) Details of applicant: Name Address Telephone e-mail I/we wish to reserve the following name for a period of 90 days Proposed corporate name 108 Signed Date COMPANIES ORDINANCE, 2004 ST HELENA COMPANIES REGISTRY FORM 8 NOTICE OF CHANGE OF NAME (Section 17) Details of person notifying the change: Name Address Telephone e-mail Company number Existing company name: In accordance with the provisions of the Companies Ordinance, 2004 and the company’s constitution, the company has passed a resolution to change its name. Proposed corporate name: If the name has previously been reserved, give the reservation number ….. This notice must be signed by a director or the secretary of the company or, in the case of an overseas company, by its authorised representative Signed Personal number Date COMPANIES ORDINANCE, 2004 ST HELENA COMPANIES REGISTRY FORM 9 NOTICE OF CESSATION OF APPOINTMENT OF COMPANY OFFICER (Section 76) Details of person notifying the change: Name Address 109 Telephone e-mail Note The appointment of an officer might cease for a variety of reasons: a person might resign or retire; the appointment might be terminated by the company constitution; the person might be removed by the shareholders, or die or become mentally incapable of continuing in office. In any case, the Registrar of Companies should be notified within 14 days. You do not have to explain the reason why the person is no longer acting, but you may include details under ‘Other information’. Company number: Company name: Name of person whose appointment has ceased: Personal number: The appointment concerned is as: (tick one) A director Company secretary Director and secretary Authorised representative of overseas company Date appointment ceased (dd/mm/yyyy) Other information (optional) This notice must be signed by a director or the secretary of the company or, in the case of an overseas company, by its authorised representative Signed Personal number Date COMPANIES ORDINANCE, 2004 ST HELENA COMPANIES REGISTRY FORM 10 NOTICE OF CHANGE IN SHARE CAPITAL (Section 251) Details of person notifying the change: Name Address Telephone 110 e-mail The following changes are notified to the Registrar as required by the Companies Ordinance, 2004: (please tick) The company has resolved to increase its authorised capital The company has issued new shares The Court has ordered a reduction in share capital (attach court order) The share capital of the company is now as summarised in the following table: Class of shares Ordinary Other Currency Nominal (par) value, if any Number of shares authorised Number issued to date Total value This notice must be signed by a director or the secretary of the company or, in the case of an overseas company, by its authorised representative Signed Personal number Date COMPANIES ORDINANCE, 2004 ST HELENA COMPANIES REGISTRY FORM 11 CHANGE IN AUTHORITY OF COMPANY OFFICER (Section 251) Details of person notifying the change: Name Address Telephone e-mail Company number Company name: Name of person whose authority has changed: Personal number: New level of authority: (tick as appropriate) 111 This person is authorised to represent the company in dealings with third parties and in legal proceedings: Acting alone/only when acting jointly This person may take part in the administration, supervision or control of the company: Acting alone/only when acting jointly This notice must be signed by a director or the secretary of the company or, in the case of an overseas company, by its authorised representative Signed Personal number Date COMPANIES ORDINANCE, 2004 ST HELENA COMPANIES REGISTRY FORM 12 NOTIFICATION OF A CHARGE AGAINST THE ASSETS OF A REGISTERED COMPANY (Section 163) Details of person notifying the charge: Name Address Telephone e-mail Company number Company name Person in whose favour the charge has been granted: Date of creation Amount secured by the charge Nature of the charge (Fixed or floating) Company’s reference for the instrument creating the charge Description of the property charged (If necessary, attach a separate sheet) Signature: Date: Notes This form is to be delivered to the Registrar of’ Companies when a registered company gives another ‘person’ (including another company or bank) rights over company property, usually in return for a loan. It may also be used when the company acquires property which is already subject to a charge. 112 The form should be completed and delivered as soon as possible either by the company or the person in whose favour the charge has been granted (the ‘chargee’). The property may be anything that belongs to the company, including land, buildings, plant and machinery, or money due to the company now or in the future. A fixed charge is over specific identified assets, while a floating charge may give rights over changing assets, such as the balance of’ the company’s bank account or stock acquired for sale in the normal course of business. If the company goes into liquidation, the chargee will normally be entitled to claim the property under the terms of the charge and will thus have priority over other (unsecured) creditors. If a charge is not registered, and the company goes into liquidation, the liquidator will not recognise the charge. Any amount owed on it will be treated as an unsecured debt. If a company gives more than one charge over its property, the priority will be determined by the date of delivery of the particulars, or registration. If it has been agreed that a charge should be given at some future date, it may be registered before this date to secure a priority. If the company is mortgaging land, it will also need to comply with the requirements of the Registered Land Ordinance, 1980. When a charge ceases to have effect, this may be notified on Form 13. If this is not done, it will continue to show as a current charge on the company’s public file. COMPANIES ORDINANCE, 2004 ST HELENA COMPANIES REGISTRY FORM 13 NOTIFICATION OF DISCHARGE OF A CHARGE (Section 163) Details of person notifying the discharge: Name Address Telephone e-mail Company number Company name Person in whose favour the charge was granted: 113 Date of creation of charge or acquisition of charged property: Company’s reference for the Instrument creating the charge: Whether fully or partially discharged: If only partially discharged, the extent of the satisfaction, including details of any property released from the charge. Are there any other charges against property of the company? Yes/No Signature: Date: Notes This form may be used to notify the Registrar of Companies that the loan or debt secured by a charge has been repaid; that the charge has been discharged either in whole or in part; or that property previously charged has been released from the charge. This does not include changes in property subject to a floating charge. Such changes do not need to be notified The form should contain sufficient information to enable the Registrar or any member of the public viewing the information to relate the discharge to information about the creation of the charge previously given to the Registrar on Form 10. Public information about the company includes an indication of whether any of its property is subject to a charge. If there are no outstanding charges, the records will be noted to this effect. THIRD SCHEDULE (See Form 3 in Second Schedule) FOURTH SCHEDULE (Regulation 7(2)) COMPANIES ORDINANCE, 2004 ARTICLES OF INCORPORATION OF A PRIVATE COMPANY LIMITED BY SHARES (Section 10) ARTICLES OF INCORPORATION OF [Insert name of company] 1. The name of the company is [insert name of company] 2. The company’s first registered office is situated at [insert address of registered office] 3. The company is a private company limited by shares. 114 4. The company has an authorised share capital of [insert amount] divided into [insert number of shares] shares. Notes The company must have ‘Ordinary’ shares. It may have other classes of shares as well. If so, this should be set out here. The rights, privileges and restrictions applying to these additional classes should be stated. The authorised capital is the total amount which can be issued. It is not necessary to issue all the shares straight away. If authority is given to the directors to issue specific types of shares, this should be stated. If the right to transfer the shares is restricted, for instance, if it requires the consent of the other members, this should be stated. Paragraphs 5 and 6 below are suggested as satisfying the requirements of a specified private company. (If the right to transfer any shares is restricted, a notification to that effect must be given on each share certificate issued in respect of those shares.) [5. No member may transfer the member’s shares to another person without the consent of the other members.] [6. The company is not to have more than 11 members, excluding employees or former employees.] Note Paragraphs 7 and 8 would enable the company to qualify as an exempt corporation for the purposes of Part 6 of the Immigration Ordinance, 2011 (Landholding by Immigrants). For the definition of “controlled immigrant” see section 27(1) of that Ordinance. [7. The total number of votes capable of being cast by controlled immigrants in a general meeting of the members does not exceed 45% of the total number of votes capable of being so cast.] [8. On a dissolution of the body, not more than 45% of the funds or assets available for distribution to the members would become payable or due to controlled immigrants.] 9. The number of directors is to be [insert number] OR “The number of directors must not be less than [insert number] nor more than [insert number]”. The minimum number of directors is one. Note Paragraph 10 provides for the directors to make by-laws, but does not require them to do so. The directors will have this right unless the articles, by-laws or a unanimous shareholder agreement state otherwise. [10. The directors may make by-laws for the regulation of the business or affairs of the company, and may amend or repeal by-laws so made. Any by-laws made or the amendment and repeal of any by-laws must be submitted to the next meeting of the company’s members, which may by ordinary resolution confirm, amend or reject the by-law, amendment or repeal.] 115 11. The company is a general commercial company. OR The company’s business activities shall be restricted to those of [set out business activities] and such other things as are incidental or conducive to the attainment of that object. 12. The liability of members of the company is limited to the amount paid on the shares respectively held by them. Note The articles may also include other provisions permitted by the Companies Ordinance, 2004 or other law to be included either in the articles or in the by-laws of the company. COMPANIES ORDINANCE, 2004 ARTICLES OF INCORPORATION OF A PRIVATE COMPANY LIMITED BY GUARANTEE (Section 10) ARTICLES OF INCORPORATION OF [Insert name of company] 1. The name of the company is [insert name of company] 2. The company’s first registered office is situated at [insert address of registered office]. 3. The company is a private company limited by guarantee. Note Paragraph 4 would enable the company to qualify as a non-profit company. [4. The company is a non-profit company for the purposes of section 177 of the Companies Ordinance, 2004.] 5. The objects of the company are [insert objects of the company] and all other such things as are incidental or conducive to the attainment of those objects. 6. Every person who is a member of the company undertakes to contribute such amount as may be required (not exceeding [insert amount]) to the company’s assets if it should be wound up while the person is a member, or within one year after the person ceases to be a member, for payment of the company’s debts and liabilities contracted before the person ceases to be a member, and of the costs, charges and expenses of winding up. 7. The number of directors is to be [insert number] OR The number of directors must not be less than [insert number] nor more than [insert number]. The minimum number of directors is one. Note Paragraph 8 would enable the company to qualify as an exempt corporation for the purposes of Part 6 of the Immigration Ordinance, 2011 (Landholding by Immigrants). For the definition of “controlled immigrant” see section 27(1) of that Ordinance. 116 [8. (i) The total number of votes capable of being cast by controlled immigrants in a general meeting of the members does not exceed 45% of the total number of votes capable of being so cast. (ii) On a dissolution of the body, not more than 45% of the funds or assets available for distribution to the members would become payable or due to controlled immigrants.] Note Paragraph 9 provides for the directors to make by-laws, but does not require them to do so. The directors will have this right unless the articles, by-laws or a unanimous shareholder agreement state otherwise. [9. The directors may make by-laws for the regulation of the business or affairs of the company, and may amend or repeal by-laws so made. Any by-laws made or the amendment and repeal of any by-laws must be submitted to the next meeting of the company’s members, which may by ordinary resolution confirm, amend or reject the by-law, amendment or repeal.] 10. The liability of members of the company is limited to such amount as the members respectively undertake by these articles of incorporation to contribute to the assets of the company in the event of it being wound up. Note The articles may also include other provisions permitted by the Companies Ordinance, 2004 or other law to be included either in the articles or I the by-laws of the company. Signed on behalf of the subscribers: Name: Position: Date: