Monkton Insurance Services Limited

Company Law in effect in the Cayman Islands (cont'd)

How contracts may be made - 81. (1) Contracts on behalf of any company may be made as follows -

(a) a contract which, if made between individuals, would by law be required to be in writing, and to be made by deed or under seal, may be made by instrument -

• (i) sealed with any seal of the company; or

• (ii) expressed to be, or is executed on behalf of the company and expressed to be executed as, or otherwise makes clear on its face it is intended to be, a deed;

(b) any contract which, if made between private persons, would be by law required to be in writing and signed by the parties to be charged therewith may be made on behalf of the company in writing, signed by any person acting under the express or implied authority of the company; and

(c) any contract which, if made between private persons, would by law be valid although made by parol only and not reduced into writing, may be made by parol on behalf of the company by any person acting under the express or implied authority of the company.

(2) Where a contract or other transaction purports to be made by a company or by a person on its behalf at a time when the company has not been registered, then subject to any agreement to the contrary, the contract or other transaction has effect as one entered into by the person purporting to act on behalf of the company and, subject to subsection (3), that person is personally liable on the contract or other transaction.

(3) A contract or other transaction purported to be entered into by a company prior to its registration or by a person on behalf of the company prior to its registration may be ratified by the company after its registration and thereupon the company shall become bound by and entitled to the benefit thereof from the date of registration, and the person so entering into such contract or other transaction shall be deemed to have been duly authorised to act on behalf of the company and shall cease to be personally liable on the contract or other transaction.

(4) Any contract made according to this section may be varied or discharged in the same manner as it is authorised by this section to be made.

(5) All contracts made according to this section shall be effectual in law and shall be binding upon the company and its successors and all other parties thereto, theirs heirs, executors or administrators as the case may be.

Bills of exchange and promissory notes - 82. A bill of exchange or promissory note shall be deemed to have been made, accepted or endorsed on behalf of the company if made, accepted or endorsed in the name of, or by or on behalf of or on account of, the company by any person acting under its authority.

Execution of deeds, etc., by attorney - 83. (1) A company may, by deed or instrument under seal, empower a person either generally or in respect of a specified matter to be its attorney to execute deeds or instruments under seal on its behalf.

(2) A deed or instrument under seal signed by an attorney on behalf of a company shall bind the company and have effect as if it were executed as such by the company.

Power of company to have official seal for use abroad - 84. (1) A company may maintain a common seal, which shall bear the name of the company in legible characters, at such place as the company may, from time to time, determine and in default of such determination, at its registered office, and may, if so authorised by its articles of association, maintain a duplicate seal or seals, each of which shall be a facsimile of its common seal at such place or places throughout the world as it may authorise and any such duplicate seal may, but shall not be obliged to, bear on its face the name of the country, territory, district, or place where it is to be used.

(2) A deed or instrument under seal to which any such duplicate seal is duly affixed shall bind the company as if it had ben sealed with the common seal of the company.

(3) A company having any such duplicate seal may authorise any person appointed for the purpose to affix the duplicate seal to any deed or other document to which the company is party.

(4) The authority of any such agent shall, as between the company and any person dealing with the agent, continue during the period, if any, specified in the instrument conferring the authority, or if no period is so specified, then until notice of the revocation or determination of the authority of the agent has been given to such person.

(5) The person affixing any such duplicate seal shall, by writing under his hand, certify on the deed or other instrument to which the seal is affixed the date on which it is affixed.

Authentication of documents - 85. A document or proceeding requiring authentication by a company may be signed by a director, secretary or other authorised officer of the company.

Power to compromise with creditors and members - 86. (1) Where a compromise or arrangement is proposed between a company and its creditors or any class of them, or between the company and its members or any class of them, the Court may, on the application of the company or of any creditor or member of the company, or where a company is being wound up, of the liquidator, order a meeting of the creditors or class of creditors, or of the members of the company or class of members, as the case may be, to be summoned in such manner as the Court directs.

(2) If a majority in number representing seventy-five per cent in value of the creditors or class of creditors, or members or class of members, 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 shall, if sanctioned by the Court, be binding on all creditors or class of creditors, or on the members or class of members, as the case may be, and also on the company or, where a company is in the course of being wound up, on the liquidator and contributories of the company.

(3) An order made under subsection (2) shall have no effect until a copy of the order has been delivered to the Registrar for registration, and a copy of every such order shall be annexed to every copy of the memorandum of association of the company issued after the order has been made, or, in the case of a company not having a memorandum, of every copy so issued of the instrument constituting or defining the constitution of the company.

(4) If a company makes default in complying with subsection (3), the company and every officer of the company who is in default shall be liable to a fine of two dollars for each copy in respect of which default is made.

(5) In the section the expression "company" means any company liable to be wound up under this Law and the expression "arrangement" includes a reorganisation of the share capital of the company by the consolidation of shares of different classes or by the division of shares into shares of different classes or by both these methods.

Provisions for facilitating reconstruction and amalgamation of companies - 87. (1) Where an application is made to the Court under section 86 for the sanctioning of a compromise or arrangement proposed between a company and any such persons as are specified in that section, and it is shown to the Court that the compromise or arrangement has been proposed for the purpose of or in connection with a scheme of reconstruction of any company or companies or the amalgamation of any two or more companies, and that under the scheme the whole or any part of the undertaking 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 sanctioning the compromise or arrangement or by any subsequent order make provision for -

(a) the transfer to the transferee company of the whole or any part of the undertaking 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 such time and in such manner as the Court directs dissent from the compromise or arrangement; and

(f) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation is fully and effectively carried out.

(2) Where an order under this section provides for the transfer of property or liabilities, that property shall, by virtue of the order, be transferred to and vest in, and those liabilities shall, by virtue of the order, be transferred to and become the liabilities of, the transferee company, and any such property shall, if the order so directs, be freed from any charge which is, by virtue of the compromise or arrangement, to cease to have effect.

(3) Where an order is made under this section, every company in relation to which the order is made shall cause a copy thereof to be delivered to the Registrar for registration within seven days after the making of the order, and if default is made in complying with this subsection, the company and every officer of the company who is in default shall be liable to a default fine.

(4) In this section -

"property" includes property, rights and powers of every description;

"liabilities" includes duties; and

"transferee company" means any company or body corporate established in the Islands or in any other jurisdiction.

Power to acquire shares of dissenting shareholders - 88. (1) Where a scheme or contract involving the transfer of shares or any class of shares in a company (in this section referred to as "the transferor company") to another company, whether a company within the meaning of this Law or not (in this section referred to as "the transferee company") has, within fours months after the making of the offer in that behalf by the transferee company, has been approved by the holders of not less than ninety per cent in value of the shares affected, the transferee company may, at any time within two months after the expiration of the said four months, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire his shares, and where such notice is given the transferee company shall, unless on an application made by the dissenting shareholder within one month from the date on which the notice was given, the Court thinks fit to order otherwise, be entitled and bound to acquire those shares on the terms on which under the scheme or contract the shares of the approving shareholders are to be transferred to the transferee company.

(2) Where a notice has been 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, the transferee company shall, on the expiration of one month from the date on which the notice has been given or, if an application to the Court by the dissenting shareholder is then pending, after that application has been disposed of, transmit 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 by virtue of this section that company is entitled to acquire, and the transferor company shall thereupon register the transferee company as the holder of the shares.

(3) Any sums received by the transferor company under this section shall be paid into a separate bank account, and any such sums and any other consideration so received shall be held by that company on trust for the several persons entitled to the shares in respect of which the said sum or other consideration were respectively received.

(4) In this section -

"dissenting shareholder" includes a shareholder who has not assented to the scheme or contract and any shareholder who has failed or refused to transfer his shares to the transferee company, in accordance with the scheme or contract.

"Contributory" defined - 89. The term "contributory" means every person liable to contribute to the assets of a company in the event of the same being wound up under this Law; and for the purpose of any proceedings for determining the persons who are to be deemed contributories and of any proceedings prior to the final determination of such persons, includes any person alleged to be a contributory.

Nature of liability of contributory - 90. The liability of any person to contribute to the assets of a company in the event of its being wound up shall be taken to create a debt of the nature of a speciality accruing due from such person at the time when his liability commenced, but payable at the time or respective times when calls are made as hereinafter provided for enforcing such liability; and it shall be lawful in the case of the bankruptcy of any contributory to prove against his estate the estimated value of his liability to future calls, as well as calls already made.

Death of contributory - 91. If any contributory dies, either before or after he has been placed on the list of contributories hereinafter mentioned, his personal representatives, heirs and devisees shall be liable in a due course of administration to contribute to the assets of the company in discharge of his liability, and deemed to be contributories accordingly.

Bankruptcy of contributory - 92. If any contributory becomes bankrupt, either before or after he has been placed on the list of contributories, his assignees shall be deemed to represent such bankrupt for all purposes of winding up, and shall be deemed to be contributories accordingly, and may be called upon to admit to proof against the estate of such bankrupt, or otherwise to allow to be paid out of his assets in due course of law, any moneys due from such bankrupt in respect of his liability to contribute to the assets of the company being wound up.

Marriage of contributory - 93. If any female contributory marries, either before or after she has been placed on the list of contributories, her husband shall, during th continuance of the marriage, be liable to contribute to the assets of the company the same sum as she would have been liable to contribute if she had not been married, and he shall be deemed to be a contributory accordingly.

Circumstances in which company may be wound up by Court - 94. A company may be wound up by the Court if -

(a) the company has passed a special resolution requiring the company to be wound up by the Court;

(b) the company does not commence its business within a year from its incorporation, or suspends its business for a whole year;

(c) the company is unable to pay its debts; or

(d) the Court is of opinion that it is just and equitable that the company shall be wound up.

When company deemed unable to pay its debts - 95. A company shall be deemed to be unable to pay its debts if -

(a) a creditor by assignment or otherwise to whom the company is indebted at law or in equity in a sum exceeding one hundred dollars then due, has served on the company by leaving at its registered office a demand under his hand requiring the company to pay the sum so due, and the company has for the space of three weeks succeeding the service of such demand, neglected to pay such sum, or to secure or compound for the same to the satisfaction of the creditor;

(b) execution of other process issued on a judgement, decree or order obtained in the Court in favour of any creditor at law or in equity in any proceedings instituted by such creditor against the company, is returned unsatisfied in whole or in part; or

(c) it is proved to the satisfaction of the Court that the company is unable to pay its debts.

Application for winding up to be made by petition - 96. Any application to the Court for the winding up of a company shall be by petition which may be presented by the company, or by any one or more than one creditor or contributory of the company, or by all or any of the above parties together or separately; and every order which may be made on any such petition shall operate in favour of all creditors and all the contributories of the company in the same manner as if it had been made upon the joint petition of a creditor and a contributory.

Sitting in chambers - 97. The Judge may do in chambers any act which the Court is hereby authorised to do.

Commencement of winding up - 98. A winding up of a company by the Court shall be deemed to commence at the time of the presentation of the petition for the winding up.

Court may grant injunction - 99. The Court may, at any time after the presentation of the petition for winding up a company under this Law, and before making an order for winding up the company, upon the application of the company, or of any creditor or contributory of the company, restrain further proceedings in any action, suit or proceeding against the company upon such terms as the Court thinks fit; and affixing Court may also, at any time after the presentation of such petition and before the first appointment of liquidators, appoint provisionally an official liquidator of the estate and effects of the company.

Powers of Court on hearing of petition - 100. Upon hearing the petition the Court may dismiss the same with or without costs, may adjourn the hearing conditionally or unconditionally and may make any interim order or any other order that it thinks just, and any such order shall be published by Government Notice.

Stay of proceedings after order for winding up - 101. When an order has been made for winding up a company no suit, action or other proceeding shall be proceeded with or commenced against the company except with the leave of the Court and subject to such terms as the Court may impose.

Copy of order to be forwarded to Registrar - 102. When an order has been made for winding up a company a copy of such order shall forthwith be forwarded by the company to the Registrar, who shall make a minute thereof in his books relating to the company.

Power of Court to stay any proceedings - 103. The Court may, at any time after an order has been made for winding up a company, upon the application by motion of any creditor or contributory of the company, and upon proof to the satisfaction of the Court that all proceedings in relation to such winding up ought to be stayed, make an order staying the same either altogether or for a limited time, on such terms and subject to the conditions as it thinks fit, and any such order shall be published by Government Notice.

Effect of order on share capital of company limited by guarantee - 104. When an order has been made for winding up a company limited by guarantee and having a capital divided into shares, any share capital that may not have been called up shall be deemed to be assets of the company, and to be a debt of the nature of a specialty due to the company from each member to the extent of any sums that may be unpaid on any shares held by him and payable at such time as may be appointed by the Court.

Court may have regard to wishes of creditors or contributories - 105. The Court may, as to all matters relating to the winding up, have regard to the wishes of the creditors or contributories, as proved to it by any sufficient evidence, and may, if it thinks it expedient, direct meetings of the creditors or contributories to be summoned, held and conducted in such manner as the Court directs for the purpose of ascertaining their wishes and may appoint a person to act as chairman of any such meeting, and to report to the Court the result of such meeting; and regard shall be had, as respects creditors, to the value of the debts due to each creditor, and as respects contributories, to the number of votes conferred on each contributory by the regulations of the company.

Appointment of official liquidator - 106. For the purpose of conducting the proceedings in winding up a company and assisting the Court therein, there may be appointed one or more than one person to be called official liquidator or official liquidators; and the Court may appoint to such office such person or persons, either provisionally or otherwise, as it thinks fit, and if more persons than one are appointed to such office, the Court shall declare whether any act hereby required or authorised to be done by the official liquidator is to be done by all or any or more of such persons. The Court may also determine whether any and what security is to be given by an official liquidator on his appointment; if no official liquidator is appointed, or during any vacancy in such office, all the property of the company shall be in the custody of the Court.

Resignations, removals, filling of vacancies and compensation - 107. (1) Any official liquidator may resign or be removed by the Court on due cause shown; and any vacancy in the office of an official liquidator appointed by the Court shall be filled by the Court.

(2) There shall be paid to the official liquidator such salary or remuneration, by way of percentage or otherwise, as the Court may direct; and if more liquidators than one are appointed such remuneration shall be distributed amongst them in such proportion as the Court directs.

Style and duties of official liquidator - 108. An official liquidator shall be described by the style of official liquidator of the particular company in respect of which he is appointed, and not by his individual name; he shall take into his custody or under his control all the property, effects and things in action to which the company is or appears to be entitled, and shall perform such duties in reference to the winding up of the company as may be imposed by the Court.

Powers of official liquidator - 109. An official liquidator shall have power, with the sanction of the Court -

(a) to bring or defend any action, suit, prosecution or other legal proceedings, whether civil or criminal, in the name and on behalf of the company;

(b) to carry on the business of the company, so far as may be necessary for the beneficial winding up thereof;

(c) to sell the real and personal property, effects and things in action of the company by public auction or private contract, with power to transfer the whole thereof to any person or company, or to sell the same in parcels;

(d) to do all acts and to execute, in the name and on behalf of the company, all deeds, receipts, and other documents, and for that purpose to use, when necessary, any seal of the company;

(e) to prove, rank, claim and draw a dividend in the matter of the bankruptcy or insolvency of any contributory, for any balance against the estate of such contributory, and to take and receive dividends in respect of such balance, in the matter of bankruptcy or insolvency as a separate debt due from such bankruptcy or insolvency, and rateably with the other separate creditors:

(f) to draw, accept, make and endorse any bill of exchange or promissory note in the name and on behalf of the company, and from time to time to raise upon the security of the assets of the company any requisite sum or sums of money; and the drawings, accepting, making or endorsing of every such bill of exchange or promissory note as aforesaid on behalf of the company shall have the same effect with respect to the liability of such company as if such bill or note had been drawn, accepted, made or endorsed by or on behalf of such company in the course of the carrying on of the business thereof;

(g) to take out, if necessary, in his official name, letters of administration to any deceased contributory, and to do in his official name any other act that may be necessary for obtaining payment of any monies due from a contributory or from his estate, but cannot be conveniently done in the name of the company, and in any such case any monies due shall, for the purpose of enabling him to take out such letters or recover such monies, be deemed to be due to the official liquidator himself; and

(h) to do and execute all such other things as may be necessary for winding up the affairs of the company and distributing its assets.

Discretion of official liquidator - 110. The Court may, by any order, provide that the official liquidator may exercise any of the powers listed in section 109 without the sanction or intervention of the Court, and where an official liquidator is provisionally appointed, may limit and restrict his powers by the order appointing him.

Appointment of attorney to official liquidator - 111. The official liquidator may, with the sanction of the Court, appoint an attorney-at-law to assist him in the performance of his duties.

Collection and application of assets - 112. (1) Subject to subsection (2), as soon as may be after making an order for winding up the company, the Court shall settle a list of contributories and may rectify the register of members in all cases where such rectification is required in pursuance of this Law, and shall cause the assets of the company to be collected and applied in discharge of its liabilities.

(2) The collection in and application of the assets of the company referred to in subsection (1) is without prejudice to and after taking into account and giving effect to the rights of preferred and secured creditors to any agreement between the company and any creditors that the claims of such creditors shall be subordinated or otherwise deferred to the claims of any other creditors and to any rights of set-off or netting of claims between the company and any persons, whether conferred by agreement or law, and subject to any agreement between the company and any persons to waive or limit the same.

Provisions as to representative contributories - 113. In settling the list of contributories the Court shall distinguish between persons who are contributories as being representatives of or being liable for the debts of others; it shall not be necessary, where the personal representative of any deceased contributory is placed on the list, to add the heirs or devisees of such contributory, nevertheless such heirs and devisees may be added as and when the Court thinks fit.

Power to require delivery of property - 114. The Court may, at any time after making an order for winding up a company, require any contributory for the time being settled on the list of contributories, trustee, receiver, banker or agent or officer of the company to pay, deliver, convey, surrender or transfer forthwith or within such time as the Court directs, to or in the hands of the official liquidator, any sum or balance and any books, papers, estate or effects which happen to be in his hands for the time being, and to which the company is prima facie entitled.

Power to order payment of debts by contributory - 115. (1) The Court may, at any time after making an order for winding up the company, make an order on any contributory for the time being on the list of contributories, directing payment to be made, in manner directed by the order, or any monies due from him or from the estate of the person whom he represents, to the company, exclusive of any monies payable to him or the estate by virtue of any call made or to be made by the Court in pursuance of this Part.

(2) The Court may, in making such order when the company is not limited, allow to such contributory by way of set-off any monies due to him or the estate which he represents from the company on any independent dealing or contract with the company, but not any monies due to him as a member of the company in respect of any dividend or profit.

(3) When all the creditors of any company whether limited or unlimited are paid in full, any monies due on any account whatever to any contributory from the company may be allowed to him by way of set-off against any subsequent call or calls.

Power to make calls - 116. The Court may, at any time after making an order for winding up a company and either before or after it has ascertained the sufficiency of the assets of the company, make calls on and order payment thereof by all or any of the contributories for the time being on the list of contributories, to the extent of their liability, for payment of all or any sum it thinks necessary to satisfy the debts and liabilities of the company, and the costs, charges and expenses of winding it up, and for any adjustment of the rights of the contributories amongst themselves, and it may, in making a call, take into consideration the probability that some of the contributories upon whom the call is made may partly or wholly fail to pay their respective portions of the same.

Power to order payment into bank - 117. The Court may order any contributory, purchaser or other person from whom money is due to the company to pay the same into a bank to the account of the official liquidator, and such order may be enforced in the same manner as if it had directed payment to the official liquidator.

Regulation of account - 118. All monies, bills, notes and other securities paid and delivered into a bank in the event of a company being wound up by the Court, shall be subject to such order and regulation for the keeping of the account of such monies and other effects, and for the payment and delivery in or investment and payment and delivery out of the same as the Court may direct.

Default by representative contributory - 119. If any person made a contributory as personal representative of a deceased contributory makes default in paying any sum ordered to be paid by him, proceedings may be taken for administering either or both the personal and real estate of such deceased contributory, and of compelling payment thereout of the monies due.

Order to be conclusive evidence - 120. Any order made by the Court in pursuance of this Law upon any contributory shall, subject to the provisions herein contained for appealing against such order, be conclusive evidence that the monies, if any, thereby appearing to be due or ordered to be paid, are due, and all other pertinent matters stated in such order are to be taken to be truly stated as against all persons, and in all proceedings whatsoever, with the exception of proceedings taken against the real estate of any deceased contributory, in which case such order shall be only prima facie evidence for the purpose of charging his real estate, unless his heirs or devisees were on the list of contributories at the time of the making of the order.

Power to exclude creditors not proving within time fixed - 121. The Court may fix a certain day or certain days on or within which creditors of the company are to prove their debts or claims, or to be excluded from the benefit of any distribution made before such debts are proved.

Court to adjust rights of contributories - 122. The Court shall adjust the rights of the contributories amongst themselves, and distribute any surplus that may remain amongst the parties entitled thereto.

Order as to costs - 123. The Court may, in the event of the assets being insufficient to satisfy the liabilities, make an order as to the payment out of the assets of the company of the costs, charges and expenses incurred in winding up any company in such order of priority as the Court thinks just.

Dissolution of company - 124. When the affairs of the company have been completely wound up, the Court shall make an order that the company be dissolved from the date of such order, and the company shall be dissolved accordingly.

Registrar to record dissolution - 125. Any order so made shall be reported by the official liquidator to the Registrar, who shall make a minute accordingly in his books of the dissolution of such company.

Penalty for not reporting dissolution of company - 126. If the official liquidator makes default in reporting to the Registrar, in the case of a company being wound up by the Court, the order that the company be dissolved, he shall be liable on summary conviction to a penalty of ten dollars for every day during which he is so in default.

Power of Court to summon persons suspected of having property of company - 127. (1) The Court may, after it has made an order for winding up the company, summon before it any officer of the company or person known or suspected to have in his possession any of the estate or effects of the company, or supposed to be indebted to the company, or any person whom the Court may think capable of giving information concerning the trade, dealings, estate or effects of the company; and the Court may require any such officer or person to produce any books, papers, deeds, writings or other documents in his custody or power relating to the company.

(2) If any person so summoned, after being tendered a reasonable sum for his expenses refuses to come before the Court at the time appointed, not having a lawful impediment (made known to the Court at the time of its sitting, and allowed by it), the Court may cause such person to be apprehended and brought before the Court for examination; nevertheless, where any person claims any lien on papers, deeds, writings or documents produced by him, such production shall be without prejudice to such lien, and the Court shall have jurisdiction in the winding up to determine all questions relating to such lien.

Examination of parties by Court - 128. The Court may examine upon oath, either orally or upon written interrogatories, any person appearing or brought before it in manner aforesaid concerning the affairs, dealings, estate or effects of the company, and may reduce into writing the answers of every such person, and require him to subscribe the same.

Power to arrest contributory in certain cases - 129. The Court may, at any time before or after it has made an order for winding up a company, upon proof being given that there is probable cause for believing that any contributory to such company is about to quit the Islands or otherwise abscond, or to remove or conceal any of his goods or chattels, for the purpose of evading payment of calls, or avoiding examination in respect of the affairs of the company, cause such contributory to be arrested, and his books, papers, monies, securities for monies, goods and chattels to be seized, and him and them to be safely kept until such time as the Court may order.

Powers of Court cumulative - 130. Any powers by this Law conferred on the Court shall be deemed to be in addition to and not in restriction of any other powers subsisting either at law or in equity of instituting proceedings against any contributory or the estate of any contributory or against any debtor of the company for the recovery of any call or other sums due from such contributory or debtor or his estate, and such proceedings may be instituted accordingly.

Power to enforce orders - 131. (1) All orders made by the court under this Law may be enforced in the same manner in which orders of such Court made in any suit pending therein may be enforced.

(2) Appeals from any order or decision made or given in the matter of winding up of a company before the Judge may be made to the Court of Appeal, in the same manner, and subject to the same rules and conditions as an appeal from any other order or decision of the Court.

Circumstances in which company may be wound up voluntarily - 132. Subject to section 200(3), a company may be wound up voluntarily -

(a) when the period, if any, fixed for the duration of the company by the articles of association expires, or whenever the event, if any, occurs, upon the occurrence of which it is provided by the articles of association that the company is to be dissolved, and the company has, by resolution of its members, adopted a resolution requiring the company to be wound up voluntarily; or

(b) if the company has passed a special resolution requiring the company to be wound up voluntarily.

Commencement of voluntary winding up - 133. (1) A voluntary winding up and dissolution is to be taken to have commenced

(a) at the time of the passing of the resolution referred to in section 132(a) or (b), authorising a winding up; or

(b) where the articles of association of a company provide that -

• (i) on the termination of any period; or

• (ii) the happening of any event,

the company shall be wound up and dissolved on the termination of that period or the happening of that event.

(2) Where the winding up and dissolution has commenced by virtue of subsection (1)(b), the person, if any, designated by resolution of the members passed prior to such commencement, failing whom the person, if any, designated in the articles of association shall, upon such commencement and without further action, become the liquidator, failing which the directors at the time of such commencement shall, upon such commencement and without further action, become the liquidators, failing which section 144 shall apply.

(3) Where a person has without further action become the liquidator pursuant to section 133(2), section 136(b) and (c) has no application.

Effect of voluntary winding up on status of company - 134. When a company is wound up voluntarily the company shall, from the date of the commencement of such winding up, cease to carry on its business, except in as far as may be required for the beneficial winding up thereof, and all transfers of shares except transfers made to or with the sanction of the liquidator or any alteration of the status of the members of the company taking place after the commencement of such winding up shall be void, but its corporate state and all corporate powers shall (whether otherwise provided by its regulations or not) continue until the affairs of the company are wound up.

Notice to be published - 135. There shall be published in the Gazette notice of -

(a) any resolution referred to in section 132(a) or (b) authorising the winding up of a company; or

(b) the commencement of the winding up and dissolution of a company pursuant to section 133(1)(b) or section 200.

But failure so to publish the same shall not prejudice the validity of the commencement of the winding up and dissolution.

Consequences of voluntary winding up - 136. The following consequences shall ensue upon the voluntary winding up of a company -

(a) subject to paragraph (b), the property of the company shall be applied in satisfaction of its liabilities pari passu and subject thereto, shall, unless it be otherwise provided by the regulations of the company, be distributed amongst the members according to their rights and interests in the company;

(b) the collection in and application of the property of the company referred to in paragraph (a) is without prejudice to and without taking into account and giving effect to the rights of preferred and secured creditors, to any agreement between the company and any creditors that the claims of such creditors shall be subordinated and otherwise deferred to the claims of any other creditors and to any rights of set-off or netting of claims between the company and any persons, whether conferred by agreement or law, and subject to any agreement between the company and any persons to waive or limit the same;

(c) liquidators shall be appointed for the purpose of winding up the affairs of the company and distributing the property;

(d) the company, by resolution of its members, shall appoint such person or persons as it thinks fit to be liquidator or liquidators and may fix the remuneration to be paid to him or them;

(e) if one liquidator only is appointed, all provisions herein contained in reference to several liquidators shall apply to him;

(f) upon the appointment of liquidators all the powers of the directors shall cease, except insofar as the company, by resolution of its members or the liquidators, may sanction the continuance of such powers;

(g) when several liquidators are appointed. every power hereby given may be exercised by such one or more of them as may be determined at the time of their appointment or, in default of such determination, by any number not less than two;

(h) the liquidators may without the sanction of the Court exercise any powers by this Law conferred on the official liquidators;

(i) the liquidators may exercise the powers hereinbefore given to the Court of settling the list of contributories of the company and any list so settled shall be prima facie evidence of liability of the persons named therein to be contributories;

(j) the liquidators may, at any time after the passing of the resolution for winding up the company, and before they have ascertained the sufficiency of the assets of the company, call on all or any of the contributories for the time being settled on the list of contributories to the extent of their liability to pay all or any sums that the liquidators think necessary to satisfy the debts and liabilities of the company and the costs, charges and expenses of winding it up, and for the adjustment of the rights of the contributories amongst themselves, and the liquidators may, in making a call, take in to consideration the probability that some of the contributories upon whom the same is made may partly or wholly fail to pay their respective portions thereof; and

(k) the liquidators shall pay the debts of the company and shall adjust the rights of the contributories amongst themselves.

Effect of winding up on share capital of company limited by guarantee - 137. Where a company limited by guarantee and having a capital divided into shares is being wound up voluntarily, any share capital that may not have been called upon shall be deemed to be assets of the company, and to be a specialty debt due from each member to the company to the extent of any sums that may be unpaid on any shares held by him, and payable at such time as may be appointed by the liquidators.

Power of company to delegate authority to appoint liquidators - 138. A company about to be or in the course of being wound up voluntarily may, by a special resolution, delegate to its creditors, or to any committee of its creditors, the power of appointing liquidators or any of them, and of filling any vacancies among the liquidators, or may, by a like resolution, enter into any arrangement with respect to the powers to be exercised by the liquidators and the manner in which they are to be exercised; and any act done by the creditors in pursuance of such delegated power shall have the same effect as if it had been done by the company.

Arrangement, when binding on creditors - 139. Any arrangement entered into between a company about to be wound up voluntarily and its creditors shall be, subject to the right of appeal under section 140, binding on the company of sanctioned by a special resolution, and on the creditors if acceded to by seventy-five per cent in number and value of the creditors.

Right of creditor or contributory to appeal - 140. Any creditor or contributory of a company that has in manner aforesaid entered into any arrangement with its creditors may, within three weeks from the date of the completion of such arrangement, appeal to the Court against such arrangement, and the Court may thereupon amend, vary or confirm the arrangement as it thinks fit.

Liquidators or contributories in voluntary winding up may apply to Court - 141. Where a company is being wound up voluntarily the liquidators or any contributory of the company may apply to the Court to determine any question arising in the matter of such winding up, or to exercise, in respect of the enforcing of calls or of any other matter, all or any of the powers which the Court might exercise if the company were being wound up by the Court; and the Court, if satisfied that the determination of such question or the requires exercise of power will be just and beneficial, may accede, wholly or partially, to such application, on such terms and subject to such conditions as the Court thinks fit, or may make such other decree on such application as the Court thinks fit.

Liquidators may call general meetings - 142. Where a company is being wound up voluntarily, the liquidators may, from time to time during the continuance of such winding up, summon general meetings of the company for the purpose of obtaining the sanction of the company by special resolution, or for any other purpose they think fit; and in the event of the winding up continuing for more than one year, the liquidators shall summon a general meeting of the company at the end of the first year and of each succeeding year from the commencement of the winding up, or as soon thereafter as may be convenient, and shall lay before such meeting an account showing their acts and dealings and the manner in which the winding up has been conducted during the preceding year.

Vacancy among liquidators - 143. If any vacancy occurs in the office of liquidators appointed by the company, by death, resignation or otherwise, the company in general meeting may, subject to any arrangement with its creditors, fill such vacancy, and a general meeting for the filling of such vacancy may be convened by the continuing liquidators, if any, or by any contributory of the company, and shall be deemed to have been duly held if held in manner prescribed by the regulations of the company, or in such other manner as may be, on application by the continuing liquidator, if any, or by any contributory of the company, be determined by the Court.

Power to appoint liquidators - 144. If, from any cause whatever, there is no liquidator acting in the case of a voluntary winding up, the Court may, on the application of a contributory, appoint a liquidator or liquidators; and the Court may, on due cause shown, remove any liquidator and appoint another liquidator to act in the matter of a voluntary winding up.

Liquidators' account on conclusion of winding up - 145. As soon as the affairs of the company are fully wound up, the liquidators shall make up an account showing the manner in which such winding up has been conducted, and the property of the company disposed of; and thereupon they shall call a general meeting of the company for the purpose of having the account laid before them and hearing any explanation that may be given by the liquidators, and the meeting shall be called by Public Notice or otherwise as the Registrar may direct, specifying the time, place and object of such meeting, and such advertisement shall be published one month at least before the meeting.

Liquidators to report meeting to Registrar - 146. The liquidators shall make a return to the Registrar of such meeting having been held and of the date at which the same was held, and on the expiration of three months from the date of the registration of such return the company shall be deemed to be dissolved, and if the liquidators make default in making such return to the Registrar they shall incur a penalty of ten dollars for every day during which such default continues.

Costs of voluntary liquidation - 147. All costs, charges and expenses properly incurred in the voluntary winding up of a company, including the remuneration of the liquidators, shall be payable out of the assets of the company in priority to all other claims.

Saving of rights of creditors - 148. The voluntary winding up of a company shall not be a bar to the right of any creditor of such company to have the same wound up by the Court, if the Court is of opinion that the rights of such creditor will be prejudiced by a voluntary winding up.

Power to adopt proceedings of voluntary winding up - 149. Where a company is in course of being wound up voluntarily, and proceedings are taken for the purpose of having the same wound up by the Court, the Court may, if it thinks fit, notwithstanding that it makes an order directing the company to be wound up by the Court, provide in such order or in any other order for the adoption of all or any of the proceedings taken in the course of the voluntary winding up.

Power to direct voluntary winding up to be subject to supervision - 150.When a resolution has been passed by a company to wind up voluntarily, the Court may make an order directing that the voluntary winding up should continue, be subject to such supervision of the Court, and with such liberty for creditors, contributories or others to apply to the Court, and generally upon such terms and subject to such conditions as the Court thinks just.

Petition for winding up subject to supervision - 151. A petition praying wholly or in part that a voluntary winding up should continue but subject to the supervision of the Court (which winding up is hereinafter referred to as a winding up subject to the supervision of the Court) shall, for the purposes of giving jurisdiction to the Court over suits and actions, be deemed to be a petition for winding up the company by the Court.

Court may have regard to wishes of creditors - 152. The Court, in determining whether a company is to be wound up altogether by the Court or subject to the supervision of the Court, in the appointment of any liquidator and in all other matters relating to the winding up subject to supervision, may have regard to the wishes of such of the creditors or contributories as proven to it by any sufficient evidence, and may direct meetings of the creditors or contributories to be summoned, held and regulated in such manner as the Court directs for the purpose of ascertaining their wishes, and may appoint a person to act as chairman of any such meeting and to report the result of such meeting to the Court; and regard shall be had, as respects creditors, to the value of the debts due to the creditor, and as respects contributories, to the number of votes conferred on each contributory by the regulations of the company.

Power to appoint additional liquidators in winding up subject to supervision - 153. (1) Where any order is made by the Court for a winding up subject to the supervision of the Court, the Court may, in such order or in any subsequent order, appoint any additional liquidator or liquidators; and any liquidator so appointed shall have the same powers, be subject to the same obligations, and in all respects stand in the same position as if they has been appointed by the company.

(2) The Court may, from time to time, remove any liquidator so appointed and fill any vacancy occasioned by such removal or by death or resignation.

Effect of order for winding up subject to supervision of the Court - 154. Where an order is made for a winding up subject to the supervision of the Court, the liquidators appointed to conduct such winding up may, subject to any restriction imposed by the Court, exercise all their powers without the sanction or intervention of the Court in the same manner as if the company were being wound up altogether voluntarily; but, save as aforesaid any order made by the Court for a winding up subject to the supervision of the Court shall for all purposes (including the staying of actions, suits and other proceedings) be deemed to be an order of the Court for winding up the company by the Court, and shall confer on the Court full authority to make calls or to enforce calls made by the liquidators and to exercise all other powers which it might have exercised if an order had been made for winding up the company altogether by the Court, and if any provision of this Law empowering the Court, to direct any act or thing to be done to or in favour of the official liquidators, the expression "official liquidators" shall be construed as meaning the liquidators conducting the winding up subject to the supervision of the Court.

Appointment in certain cases of voluntary liquidators as official liquidators - 155. Where any order has been made for the winding up of a company subject to the supervision of the Court is afterwards superseded by an order directing the company to be wound up compulsorily, the Court may, in such last mentioned order or in any subsequent order, appoint the voluntary liquidators or any of them, either provisionally or permanently and either with or without the addition of any other persons, to be official liquidators.

Dispositions after the commencement of winding up void - 156. Where any company is being wound up by the Court or subject to the supervision of the Court all dispositions of the property, effects and things in action of the company, and every transfer of shares, or alteration in the status of the members of the company made between the commencement of the winding up and the order for winding up shall, unless the Court otherwise orders, be void.

Books of the company to be evidence - 157. Where any company is being wound up all books, accounts and documents of the company and of the liquidators shall, as between the contributories of the company, be prima facie evidence of the truth of all matters purporting to be therein recorded.

As to disposal of books, accounts and documents of the company - 158. (1) Where any company has been wound up under this Law and is about to be dissolved, the books, accounts and documents of the company and of the liquidators may be disposed of -

(a) where the company has been wound up by or subject to the supervision of the Court, in such manner as the Court directs; and

(b) where the company has been wound up voluntarily, in such manner as the company may by resolution direct.

(2) After the lapse of five years from the date of such dissolution, no responsibility shall rest on the company, the liquidators or any person to whom the custody of such books, accounts and documents has been committed, by reason that the same, or any of them, cannot be made available to any party or parties claiming to be interested therein.

Inspection of books - 159. Where an order has been made for winding up a company by the Court or subject to the supervision of the Court, the Court may make such order for the inspection by the creditors and contributories of the company of its books and papers in the possession of the company as the Court thinks just, and any books and papers in the possession of the company may be inspected by creditors or contributories in conformity with the order of the Court but not further or otherwise.

Power of assignee to sue - 160. Any person to whom any thing in action belonging to the company is assigned in pursuance of this Law may bring or defend in his own name any action or suit relating to such thing in action.

Debts of all descriptions to be proved - 161. In the event of any company being wound up under this Law, all debts payable on a contingency and all claims against the company whether present or future, certain or contingent, ascertained or sounding only in damages, shall be admissible to proof against the company, a just estimate being made so far as is possible of the value of all such debts or claims as may be subject to any contingency or sound only in damages, or for some other reason do not bear a certain value.

Preferential payments - 162. (1) Subject to subsection (3), in a winding up there shall be paid in priority to all other debts -

(a) all rates, taxes, assessments or impositions imposed or made under any law applicable to the Islands, and having become due and payable within twelve months next before the relevant date;

(b) all wages or salary of any clerk or servant not exceeding one hundred dollars in respect of services rendered to the company during four months before the relevant date;

(c) all wages of any workman or labourer not exceeding fifty dollars in respect of services rendered to the company during two months before the relevant date; and

(d) money due to depositors who have deposits with a company which is being wound up, and which -

• (i) is incorporated in the Islands; and

• (ii) is the holder of an "A" licence issued under the Banks and Trust Companies Law (1995 Revision),

subject to the conditions, provisions and limits contained in the Second Schedule.

(2) The foregoing debts shall -

(a) rank equally among themselves and be paid in full unless the assets are insufficient to meet them in which case they shall abate in equal proportions; and

(b) so far as the assets of the company available for payment of general creditors are insufficient to meet them, have priority over the claims of holders of debentures under any floating charge created by the company, and be paid accordingly out of any property comprised in or subject to that charge.

(3) Subject to the retention of such sums as may be necessary for the costs and expenses of the winding up, the foregoing debts shall be discharged forthwith so far as the assets are sufficient to meet them.

(4) Where any payment on account of wages or salary has been made to any clerk, servant, workman or labourer in the employment of a company out of money advanced by some person for that purpose, that person shall, in a winding up, have a right of priority in respect of the money so advanced and paid up to the amount by which the sum in respect of which that clerk, servant, workman or labourer would have been entitled to priority in the winding up has ben diminished by reason of the payment having been made.

(5) In the event of a landlord or other person distraining or having distrained on any goods or effects of the company within three months next before the date of a winding up order, the debts to which priority is given by this section shall be a first charge on the goods or effects so distrained on, or the proceeds of the sale thereof:

Provided that in respect of any money paid under any such charge the landlord or other person shall have the same rights of priority as the person to whom the payment is made.

(6) Where it appears that there are numerous claims for wages by workmen and others employed by the company, it shall be sufficient if one proof for all such claims is made either by a foreman or by some other person on behalf of all such creditors. There shall be annexed to such proof and form part thereof a schedule setting forth the names of the workmen and others and the amounts severally due to them. Any proof made in compliance with this subsection shall have the same effect as if separate proofs had been made by each of the said claimants.

(7) In this section -

"relevant date" means -

(a) as respects a company ordered to be wound up compulsorily which has not previously commenced to be wound up voluntarily, the date of the winding up order; and

(b) in any other case, the date of the commencement of the winding up.

General scheme of liquidation may be sanctioned - 163. The liquidators may, with the sanction of the Court where the company is being wound up by the Court or subject to the supervision of the Court, and with the sanction of a special resolution of the company where the company is being wound up altogether voluntarily, pay any classes of creditors in full or make such compromise or other arrangements as the liquidators may think expedient with creditors or persons claiming to be creditors or persons having or alleging themselves to have any claim, whether present or future, certain or contingent, ascertained or sounding only in damages against the company, or whereby the company may be rendered liable.

Power to compromise - 164. The liquidators may, with the sanction of the Court where the company is being wound up by the Court or subject to the supervision of the Court, and with the sanction of a special resolution of the company where the company is being wound up altogether voluntarily, compromise all calls and liabilities to calls, debts and liabilities capable of resulting in debts, and all claims whether present or future, certain or contingent, ascertained or sounding only in damages, subsisting or supposed to subsist between the company and the contributory or alleged contributory or other debtor or person apprehending liability to the company, and all questions in any way relating to or affecting the assets of the company or the winding up of the company, upon the receipt of such sums payable at such times and generally upon such terms as may be agreed upon, with power for the liquidators to take securities for the discharge of such debts or liabilities and to give complete discharge in respect of all or any such calls, debts or liabilities.

Liquidators may accept shares, etc., as a consideration for sale of property of company - 165. (1) Subject to subsection (2), where the company is proposed to be or is in the course of being wound up altogether voluntarily, and the whole or portion of its business or property is proposed to be transferred or sold to another company, whether a company or body corporate established in the Islands or in any other jurisdiction, the liquidators of the first mentioned company may, with the sanction of a special resolution of the company by whom they were appointed, conferring on the liquidators either a general authority or an authority in respect of any particular arrangement, receive in compensation or part compensation for such transfer or sale, shares, policies or other like interests in such other company for the purpose of distribution amongst the members of the company being wound up, or may enter into any other arrangement whereby the members of the company being wound up may, in lieu of receiving cash, shares, policies or other like interests, or in addition thereto, participate in the profits of or receive any other benefit from the purchasing company; and any sale made or arrangement entered into by the liquidators in pursuance of this section shall be binding on the members of the company being wound up.

(2) Notwithstanding subsection (1), if any, member of a company being wound up who has not voted in favour of the special resolution referred to in that subsection, passed by the company of which he is a member at either of the meetings held for passing the same, express his dissent from any such special resolution in writing addressed to the liquidators or one of them, and left at the registered office of the company not later than seven days after the date of the meeting at which such special resolution was passed, such dissentient member may require the liquidators to do such one of the following things as the liquidators may elect, that is to say, either to abstain from carrying such resolution into effect or to purchase the interest held by dissentient member at a price to be determined in manner hereinafter provided, such purchase money to be paid before the company is dissolved and to be raised by the liquidators in such manner as may be determined by special resolution.

(3) No special resolution shall be deemed invalid for the purposes of this section by reason that it is passed before or concurrently with any resolution winding up the company or for appointing liquidators, but if an order be made within a year for winding up the company by or subject to the supervision of the Court, such resolution shall not be of any validity unless sanctioned by the Court.

Mode of determining price - 166. The price to be paid for the purchase of the interest of any dissentient member may be determined by agreement, but if the parties dispute the same, such dispute shall be settled by arbitration.

Certain attachments and execution to be void - 167. Where any company is being wound up by the Court or subject to the supervision of the Court, any attachment, distress or execution put in force against the estate or effects of the company after the commencement of the winding up shall be void to all intents.

Fraudulent preference - 168. (1) Any such conveyance, mortgage, delivery of goods, payment, execution or other act relating to property as would, if made or done by or against any individual trader, be deemed in the event of his bankruptcy to have been made or done by way of undue or fraudulent preference of the creditors of such trader, shall, if made or done by or against any company, be deemed in the event of such company being wound up under this Law to have been made or done by way of undue or fraudulent preference of the creditors of such company, and shall be invalid accordingly.

(2) For the purposes of this section the presentation of a petition for winding up a company in the case of a company being wound up by the Court or subject to the supervision of the Court, and a resolution for winding up the company shall, in the case of a voluntary winding up, be deemed to correspond to the act of bankruptcy in the case of an individual trader.

(3) Any conveyance or assignment made by any company of all its estate and effects to trustees for the benefit of all or any of its creditors shall be void to all intents.

Power to assess damages against delinquent directors and officers - 169. Where, in the course of the winding up of any company under this Law it appears that any past or present director, manager, official or other liquidator or any officer of such company has misapplied or retained in his own hands, or become liable or accountable for any monies of the company, or been guilty of any misfeasance or breach of trust in relation to the company, the Court may, on the application of any liquidator or of any creditor or contributory of the company, notwithstanding that the offence is one for which the offender is criminally responsible, examine into the conduct of such director, manager or other officer and compel him to repay any monies so misapplied or retained, or for which he has become liable or accountable, together with interest at such rate as the Court thinks just, or to contribute such sums of money to the assets of the company by way of compensation in respect of such misapplication, retainer, misfeasance or breach as the Court thinks just.

Penalty on falsification of books - 170. Whoever, being an officer or contributory of any company wound up under this Law destroys, mutilates, alters or falsifies any books, papers, writings or securities, or makes or is privy to the making of any false or fraudulent entry in any register, book of account or other document belonging to the company with intent to defraud or deceive any person, is guilty of a misdemeanour and liable on conviction to imprisonment for two years, with or without hard labour.

Prosecution of delinquent directors in the case of winding up by Court - 171. If it appears to the Court in th course of winding up a company by the Court or subject to the supervision of the Court, that any past or present director, manager, officer or member of such company has been guilty of any offence in relation to the company for which he is criminally responsible, the Court may, on the application of any person interested in such winding up or of its own motion, direct the official liquidator or the liquidators (as the case may be) to institute and conduct a prosecution or prosecutions for such offence and may order the costs and expenses to be paid out of the assets of the company.

Prosecution of delinquent directors, et al, in case of voluntary winding up - 172. If it appears to the liquidator in the course of a voluntary winding up that any past or present director, manager, officer or member of such company has been guilty of any offence in relation to the company for which he is criminally responsible, the liquidator may, with the previous sanction of the Court, prosecute such offender, and all expenses properly incurred by him in such prosecution shall be payable out of the assets of the company in priority to all other liabilities.

Penalty for perjury - 173. Whoever upon any examination upon oath or affirmation authorised under this Law, or in any affidavit, disposition or solemn affirmation in or about the winding up of any company, or otherwise in or about any matter arising under this Law, wilfully and corruptly gives false evidence, is guilty of an offence and liable to the penalties for wilful perjury.

Rules of Court - 174. The Court may, as often as circumstances require, make such rules concerning the mode of proceeding to be had for winding up a company in the Court, as may from time to time seem necessary, but until such rules are made the general practice of the Court, including the practice in use at the commencement of this Law in winding up companies, shall, so far as the same is applicable and not inconsistent with this Law, apply to all proceedings for winding up a company.

Company not operating may be struck off register - 175. Where the Registrar has reasonable cause to believe that a company is not carrying on business or is not in operation, he may strike the company off the register and the company shall thereupon be dissolved.

Company being wound up may be struck off register for want of liquidator, etc. - 176. Where a company is being wound up, and the Registrar has reasonable cause to believe either that no liquidator is acting, or that the affairs of the company are fully wound up, he may strike the company off the register and the company shall thereupon be dissolved.

Registrar to publish fact of company being struck off register - 177. The Registrar shall immediately publish a Government Notice to the effect that the company in question has been struck off the register, the date on which it has been struck off and the reason therefor. Such notice shall be gazetted.

Company, creditor or member may apply to Court for company to be reinstated - 178. If a company or any member or creditor thereof feels aggrieved by the company having been struck off the register in accordance with this Law, the Court on the application of such company, member or creditor made within two years or such longer period not exceeding ten years as the Governor in Council may allow of the date on which the company was so struck off, may, if satisfied that the company was, at the time of the striking off thereof, carrying on business or in operation, or otherwise, that it is just that the company be restored to the register, order the name of the company to be restored to the register, on payment by the company of a re-instatement fee equivalent to the original incorporation or registration fee and on such terms and conditions as to the Court may seem just, and thereupon the company shall be deemed to have continued in existence as if its name had not been struck off; and the Court may, by the same or any subsequent order, give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off.

Liability of members of company to remain - 179. The striking off the register of any company under this Law shall not affect the liability, if any, of any director, manager, officer or member of the company, and such liability shall continue and may be enforced as if the company had not been dissolved.

Registrar not liable for any act performed under this Part - 180. No liability shall attach for any act performed or thing done by the Registrar under this Part.

Property to be vested in Financial Secretary - 181. Any property vested in or belonging to any company struck off the register under this Law shall thereupon vest in the Financial Secretary for the benefit of the Islands, and shall be subject to the disposition of the Governor in Council.

What companies may apply to be registered as exempted companies - 182. Any proposed company applying for registration under this Law, the objects of which are to be carried out mainly outside the Islands, may apply to be registered as an exempted company.

Registration of exempted companies - 183. On being satisfied that section 184 has been complied with, the Registrar shall register the company as an exempted company.

Declaration by proposed company - 184. A proposed exempted company applying for registration as an exempted company shall submit to the Registrar a declaration signed by a proposed director to the effect that the operation of the proposed exempted company will be conducted mainly outside the Islands.

Shares may be non-negotiable or negotiable - 185. The shares of an exempted company may either be non-negotiable, in which case they shall be transferred only on the books of the company, or they may be negotiable or in bearer form:

Provided that no share shall be issued as negotiable or in bearer form unless the same shall be fully paid and non-assessable.

Negotiable shares may be exchanged - 186. Negotiable or bearer shares may be exchanged for non-negotiable shares and vice versa.

Annual return - 187. In January of each year after the year of its registration each exempted company shall furnish to the Registrar a return which shall be in the form of a declaration that -

(a) since the previous return or since registration, as the case may be, there has been no alteration in the memorandum of association other than an alteration in the name of the company effected in accordance with section 31 or an alteration already reported in accordance with section 10.

(b) the operation of the exempted company since the last return or since registration of the exempted company, as the case may be, have been mainly outside the Islands; and

(c) sections 193 and 194 have been and are being complied with.

Annual fee - 188. (1) Every exempted company shall, in January of each year after the year of its registration, pay to the revenues of the Islands -

(a) in the case of an exempted company with no registered capital, or a registered capital not exceeding $42,000, an annual fee of $410;

(b) in the case of an exempted company with a registered capital exceeding $42,000 but not exceeding $1,700,000, an annual fee of $574; and

(c) in the case of an exempted company with a registered capital exceeding $1,700,000, an annual fee of $1,435.

(2) Each such annual fee referred to in subsection (1) shall be tendered with the return required by section 187.

Failure to comply with s. 187 or 188 - 189. Any exempted company which fails to comply with section 187 or 188 shall be deemed to be a defunct company and shall thereupon be dealt with as such under Part VI but without prejudice to its being registered again as though it were being registered for the first time.

Registrar to give notice - 190. Before taking action under section 189, the Registrar shall give one months's notice to the defaulting company and, if the default is made good before the expiry of such notice, sections 187 and 188 shall be deemed to have been complied with.

False statement in declaration - 191. If any declaration under section 184 or 187 contains any wilful false statement or misrepresentation the company shall, on proof thereof, be liable to be immediately dissolved and removed from the register and in such case any fee tendered under section 26 or 188 shall be forfeited to the Financial Secretary for credit to the general revenue.

Penalty for false declaration - 192. Every director and officer of a company who knowingly makes or permits the making of any such declaration knowing it to be false is guilty of an offence and liable on summary conviction to a fine of one thousand dollars and to imprisonment for three months.

Prohibited enterprises - 193. An exempted company shall not trade in the Islands with any person, firm or corporation except in furtherance of the business of the exempted company carried on outside the Islands:

Provided that nothing in this section shall be construed so as to prevent the exempted company effecting and concluding contracts in the Islands and exercising in the Islands all of its powers necessary for the carrying on of its business outside the Islands.

Board to hold meeting - 194. The board of directors of every exempted company shall hold at least one meeting in the Islands in each calendar year.

Prohibited sale of securities - 195. An exempted company that is not listed on the Cayman Islands Stock Exchange is prohibited from making any invitation to the public in the Islands to subscribe for any of its securities.

Penalty for carrying on business contrary to this Part - 196. If an exempted company, carries on any business in the Islands in contravention of this Part then, without prejudice to any other proceedings that may be taken in respect of the contravention, the exempted company and every director, provisional director and officer of the exempted company who is responsible for the contravention is guilty of an offence and liable on summary conviction to a fine of one hundred dollars for every day during which the contravention occurs or continues, and the exempted company shall be liable to be immediately dissolved and removed from the register.

Exempted company may apply to be registered as an exempted limited duration company - 197. (1) An exempted company may, at any time, apply to the Registrar to be registered as an exempted limited duration company.

(2) An application may also be made under subsection (1) at the same time as an application is made -

(a) to register a proposed company as an exempted company;
(b) to re-register an ordinary non-resident company as an exempted company; or
(c) to register a company by way of continuation as an exempted company.

(3) An application under subsection (1) shall, in addition to any other fee that may be payable, be accompanied by an application fee of $200.

Registration as an exempted limited duration company - 198. (1) The Registrar shall register as an exempted limited duration company an exempted company that has made application under section 197 if -

(a) the company has at least two subscribers or two members;
(b) where the company was not already registered as a company prior to the application -

• (i) the memorandum of association of the company limits the duration of the company to a period of thirty years or less; and
  
  (ii) the name of the company includes at its end "limited Duration Company" or "LDC"; and

(c) where the company was already registered as a company prior to the application -

• (i) the Registrar has been supplied, where the duration of the company is not already limited to a period of thirty years or less with a certified copy of a special resolution of the company altering its memorandum of association to limit the duration of the company to a period of thirty years or less; and
  
  (ii) the Registrar has been supplied, in accordance with section 31, with a copy of a special resolution of the company changing its name to a name that includes at its end "Limited Duration Company" or "LDC".

(2) On registering an exempted company as an exempted limited duration company the Registrar shall -

(a) in the case of a company referred to in subsection (1)(b), certify in the certificate of incorporation issued in accordance with section 27(2) or the certificate of registration by way of continuance issued in accordance with section 220(1) that the company is registered as an exempted limited duration company; and

(b) in the case of a company referred to in subsection (1)(c), certify in the certificate of incorporation issued in accordance with section 31(2) that the company is registered as an exempted limited duration company stating the date of such registration.

(3) A special resolution passed for the purpose of subsection (1)(c)(ii) has no effect until the company is registered as an exempted limited duration company.

Contents of articles of association - 199. (1) The articles of association of an exempted limited duration company may provide that the transfer of any share or other interest of a member of the company requires the unanimous resolution of all other members.

(2) The articles of association of an exempted limited duration company may provide that the management of the company is vested in the members of the company either equally per capita or in proportion to their share or other ownership interest in the company or in such other manner as may be specified in the articles of association.

(3) Where the articles of association of an exempted limited duration company contain the provision referred to in subsection (2), the members of the company are to be considered to be directors of the company but with power, if so provided by the articles of association, to delegate the management to a board of directors.

Winding up of an exempted limited duration company - 200. (1) An exempted limited duration company is to be taken to have commenced voluntary winding up and dissolution -

(a) when the period fixed for the duration of the company expires;
(b) if the members of the company pass a special resolution that the company be wound up voluntarily;
(c) subject to any contrary provision in the memorandum or articles of association of the company, on the expiry of a period of ninety days or starting on -

• (i) the death, insanity, bankruptcy, dissolution, withdrawal, retirement or resignation of a member of the company;
  (ii) the redemption, repurchase or cancellation of all the shares of a member of the company; or
  (iii) the occurrence of any event which, under the memorandum or articles of association of the company, terminates the membership of a member of the company

unless there remain at least two members of the company and the company is continued in existence by the unanimous written resolution of those members pursuant to amended articles of association of the company adopted during that period of ninety days; or
(d) where the memorandum or articles of association of the company provide that -

• (i) on the termination of any period; or
  (ii) the happening of any event,

the company shall be wound up and dissolved in accordance with this provision on the termination of that period or the happening of that event.

(2) Where the winding up and dissolution has commenced by virtue of subsection (1)(a), (c) or (d) the person, if any, designated by resolution of the members passed prior to such commencement, failing whom the person, if any, designated by the articles of association, shall, upon such commencement and without further action, become the liquidator, failing which the directors at the time of such commencement shall, upon such commencement and without further action, become the liquidators, failing which section 144 shall apply.

(3) Sections 132 and 133 and, where a person has, without further action, become the liquidator pursuant to section 200(2), section 136(b) and (c) have no application to an exempted limited duration company.

Cancellation of registration - 201. (1) A company ceases to be an exempted limited duration company if -

(a) the Registrar issues a certificate under section 225 on deregistration of the company;
(b) the Registrar issues a certificate of incorporation in accordance with section 31(2) which records a change of name for the company that does not include at its end "Limited Duration Company" or "LDC"; or
(c) the company passes a special resolution in accordance with section 10 to alter its memorandum of association to provide for a period of duration of the company that exceeds or is capable of exceeding thirty years.

and in the case of paragraph (b) or (c), the company pays a deregistration fee of $200.

(2) On a company ceasing to be an exempted limited duration company -

(a) the Registrar shall, where the company has ceased to be an exempted limited duration company by virtue of subsection (1)(b) or (c), issue to the company a certificate of incorporation altered to meet the circumstances of the case; and
(b) in all cases the certificate issued by virtue of section 198(2) ceases to have effect.

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

Definition of foreign companies - 202. This Part applies to all foreign companies, that is to say all bodies corporate incorporated outside the Islands which, after the 1st December, 1961, establish a place of business or commerce carrying on business (which expressions in this Part include, without limiting their generality, the sale by or on behalf of a foreign company of its shares or debentures) within the Islands, and all bodies corporate incorporated outside the Islands which before the 1st December, 1961 established a place of business or carried on business as aforesaid within the Islands at the 1st December, 1961.

Documents, etc., to be delivered to Registrar by foreign companies - 203. (1) Every foreign company shall, within one month after becoming a foreign company as herein defined, deliver to the Registrar for registration -

(a) a copy, certified and authenticated under public seal of the country, city or place under the laws of which the foreign company has been incorporated, of its charter, statutes or memorandum and articles of association, or other instrument constituting or defining its constitution of the foreign company, and, if the instrument is not written in English, a certified translation thereof;

(b) a list of its directors, containing such particulars with respect to the directors as are by this Law required to be contained with respect to directors in the register of directors of a company; and

(c) the names and addresses of some one or more than one person resident in the Islands authorised to accept on its behalf service of process and any notices required to be served on it,

and shall pay to the Registrar a fee of eight hundred and fifty dollars.

(2) Every foreign company shall, in January of each year, pay to the revenues of the Islands an annual fee of five hundred dollars.

Power of certain foreign companies to hold land - 204. (1) No body corporate incorporated outside the Islands shall have power to hold land in the Islands:

Provided that a foreign company which has delivered to the Registrar documents, particulars and fees specified in section 203 shall have such power.

(2) If a body corporate incorporated outside the Islands which is not a foreign company holds land in the Islands or if a foreign company ceases to carry on, or have a place of business in the Islands or ceases to be a foreign company or fails to comply with this Part, the Governor in council may, whenever it appears to him to be necessary in the public interest, order the body corporate or company to transfer any lands held by, vested in or belonging to it to a person capable of holding such lands and of being registered as proprietor thereof under the Registered Land Law (1995 Revision).

(3) If a body corporate or a company fails to comply with an order under subsection (2), the Registrar may apply to the Court for an order that the land shall vest in the Financial Secretary for the benefit of the Islands and be subject to the disposition of the Governor in Council, and the Court may order accordingly.

(4) An order under subsection (2), and any order or proceedings required by the Court to be served in respect of an application under subsection (3) shall be served by personal service on a person, if any, whose name and address has been delivered by the company to the Registrar under paragraph (c) of section 203(1):

Provided that, in the event any such order or proceedings may not be served by such personal service, it or they may be served by -

(a) personal service on the attorney holding a power of attorney whereunder he is authorised to accept service of orders and proceedings of the Court;
(b) sending it by registered post to the body corporate or company at its usual or last known postal address in the Islands;
(c) leaving it at the last known place of business of the body corporate or company in the Islands;
(d) publication in three consecutive issues of the Gazette;
(e) publication in three consecutive issues of a newspaper published and circulated in the Islands; or
(f) displaying it in a prominent position on the lands and causing it to be kept so displayed for one month.

(5) In this section -

"holds land" bears the meaning ascribed to that expression in section 32(3).

Registration of foreign companies - 205. (1) Upon compliance with section 203, the Registrar shall issue a certificate under his hand and seal of office that the company is registered under this Law.

(2) A certificate of registration of a company issued under subsection (1) shall be conclusive evidence that compliance has been made with all requirements of this Law in respect of registration.

Return to be delivered to Registrar where documents, etc., altered - 206. If, in the case of any foreign company, an alteration is made in -

(a) its charter, statutes or memorandum and articles of association or any such instrument as aforesaid;
(b) its directors or the particulars contained in the list of the directors; or
(c) the names or addresses of the persons authorised to accept service on its behalf,

the foreign company shall, within twenty one days after the date on which particulars of the alterations could, in due course of post and if despatched with due diligence, have been received in the Islands from the place where the foreign company is incorporated, deliver to the Registrar for registration a return containing the particulars of the alterations.

Obligation to state name of company, whether limited, and country where incorporated - 207. Every foreign company shall -

(a) in every prospectus inviting subscriptions for its shares or debentures in the Islands state the country in which the foreign company is incorporated;
(b) conspicuously exhibit on every place where it carries on business in the Islands the name of the foreign company and the country in which the foreign company is incorporated;
(c) cause the name of the foreign company and the country in which it is incorporated to be stated in legible characters on all bill heads, letter paper, notices, advertisements and other official publications; and
(d) if the liability of the members of the foreign company is limited, cause notice of that fact to be stated in every such prospectus as aforesaid and on all bill heads, letter paper, notices, advertisements and other official publications in the Islands, and to be affixed on every place where it carried on its business in the Islands.

Service on foreign company to which this Part applies - 208. Any process or notice to be served on a foreign company shall be sufficiently served if addressed to any person whose name has been delivered to the Registrar under paragraph (c) of section 203 or paragraph (c) of section 206 and left at or sent by post to the address which has been so delivered

Provided that -

(a) where any such foreign company makes default in delivering to the Registrar the name and address of a person resident in the Islands who is authorised to accept on behalf of the foreign company service of process or notices; or
(b) if, at any time, all the persons whose names and addresses have been so delivered are dead or have ceased to so reside, or refuse to accept service on behalf of the company, or for any reason cannot be served,

a document may be served on the foreign company by leaving it at or sending it by post to any place of business established by the foreign company in the Islands.

Deeds, etc., of foreign companies executed outside the Islands - 209 (1) An instrument executed by a foreign company outside the Islands is, and is to be treated as, a deed or instrument under seal -

(a) if it is -

• (i) sealed; or

• (ii) expressed to be, or is expressed to be executed as, or otherwise makes clear on its face it is intended to be, a deed; and

(b) if it is executed in conformity with any requirement imposed by -

• (i) the laws of the jurisdiction in which the company was incorporated; and

• (ii) its memorandum or articles of association (howsoever called).

(2) An instrument executed in accordance with subsection (1) meets any requirement of any law that the instrument is, and is to be treated as, a deed or instrument executed under seal.

(3) The execution of an instrument in accordance with subsection (1)(a) and the fact that it was executed in accordance with a requirement referred to in subsection (1)(b) may be proved by the affidavit or solemn declaration of a witness to the execution of the instrument sworn or made before a notary public or any other person qualified to administer oaths in any jurisdiction.

Execution of deeds, etc. - 210. (1) A foreign company may, by deed or instrument under seal, empowering a person either generally, or in respect of a specified matter, to be its attorney to execute in the Islands deeds or instruments under seal on its behalf.

(2) A deed or instrument under seal, signed in the Islands by an attorney on behalf of a foreign company, shall be binding on that company and shall have effect as if it were executed as such by the company.

Removing company's name from register - 211. If any foreign company ceases to carry on or have a place of business in the Islands it shall forthwith give notice of the fact to the Registrar and, as from the date on which notice is so given, the obligation of the foreign company to deliver any document to the Registrar shall cease:

Provided that where the Registrar is satisfied by any other means that the foreign company has ceased to carry on or have a place of business in the Islands it shall be lawful for him to close the file of the foreign company and thereupon the obligation of the foreign company to deliver any document to the Registrar shall cease.

Penalties for failing to comply with this Part - 212. Whenever any foreign company fails to comply with any of the foregoing provisions of this Part, it and every officer or agent of it, is guilty of an offence and liable to a fine of one hundred dollars or, in the case of a continuing offence, a further fine of ten dollars for every day during which the default continues.

Interpretation of this Part - 213. For the purposes of this Part -

"director" in relation to a foreign company, includes any person in accordance with whose directions or instructions the directors of the foreign company are accustomed to act; and

"place of business" includes a share transfer or share registration office.

Power of Registrar to prohibit sale of securities - 214. The Registrar may, at any time and from time to time, prohibit the sale of any shares or debentures of any foreign company in the Islands or any invitation in the Islands to subscribe for shares or debentures of a foreign company, and in the event of any violation by a foreign company of such prohibition the foreign company and each of its directors and officers is liable on summary conviction to a fine of one thousand dollars and, in default of payment by any director or officer, to imprisonment with or without hard labour for three months.

Application to existing companies - 215. In the application of this Law to existing companies, it shall apply in the same manner in the case of -

(a) a limited company, other than a company limited by guarantee, as if the company had been formed and registered under this Law as a company limited by shares;
(b) a company limited by guarantee, as if the company had been formed and registered under this Law as a company limited by guarantee; and
(c) a company other than a limited company, as if the company had been formed and registered under this Law as an unlimited company.

Date of incorporation - 216. A reference, express or implied, to the date of incorporation of an existing company shall be, where appropriate, construed as a reference to the date on which the company was incorporated and recorded under the laws relating to companies then in force in the Islands.

Articles of association remain - 217 The articles of association of an existing company shall, so far as the same are not contrary to any express provision of this Law, remain in force until altered or rescinded.

Fees in lieu of other provisions - 218. (1) Whenever this Law provides for or requires the filing of any document, notice or return with the Registrar or the issue of any certificate or the Registrar provides a copy of any document in respect of which no fee is elsewhere specifically provided, the following fees shall be payable -

(a) filing any document $10
(b) issuing any certificate $15
(c) providing a copy of any document $15 (per folio of 72 words)

(2) The Registrar may, in his discretion, extend the time within which any thing is required to be done by this Law, whether the time prescribed therefor has expired or not, and waive any penalties or prosecutions prescribed under this Law.

Application for continuation - 219. (1) A body corporate incorporated, registered or existing with limited liability and a share capital under the laws of any jurisdiction outside the Islands (which body corporate is in this Part referred to as a "registrant") may apply to the Registrar to be registered by way of continuation as an exempted company limited by shares under this Law.

(2) The Registrar shall register a registrant if -

(a) the registrant is incorporated, registered or existing in a jurisdiction whose laws permit or do not prohibit the transfer of the registrant in the manner hereinafter provided in this Part (hereinafter in this section referred to as "a relevant jurisdiction");

(b) the registrant has paid to the Registrar a fee equal to the fee payable on the registration of an exempted company under section 26;

(c) the registrant has delivered to the Registrar the documents listed in paragraphs (a) and (b) of section 203(1) (in this section referred to as "the charter documents");

(d) the name of the registrant is acceptable to the Registrar under section 30 or the registrant has undertaken to change the name to an acceptable name within sixty days of registration;

(e) the registrant has filed with the Registrar notice of the address of its proposed registered office in the Islands;

(f) the registrant has filed with the Registrar a declaration signed by a director of the registrant that the operations of the registrant will be conducted mainly outside the Islands;

(g) no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the registrant in any jurisdiction;

(h) no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the registrant, its affairs or property or any part thereof;

(i) no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the registrant are and continue to be suspended or restricted;

(j) the registrant is able to pay its debts as they fall due;

(k) the application for registration is bona fide and not intended to defraud existing creditors of the registrant;

(l) the registrant has delivered to the Registrar an undertaking signed by a director of the registrant that notice of the transfer has been or will given within twenty one days to the secured creditors of the registrant;

(m) any consent or approval to the transfer required by any contract or undertaking entered into by the registrant has been obtained, released or waived, as the case may be;

(n) the transfer is permitted by and has been approved in accordance with the charter documents of the registrant;

(o) the laws of the relevant jurisdiction with respect to the transfer have been or will be complied with;

(p) the registrant is constituted in a form or substantially a form which could have been incorporated as an exempted company limited by shares under this Law;

(q) the registrant will, upon registration hereunder, cease to be incorporated, registered or exist under the laws of the relevant jurisdiction;

(r) the registrant, if it is (or will when registered by way of continuation be) prohibited from carrying on its business in or from within the Islands unless licensed under any law, has applied for and obtained the requisite licence; and

(s) the Registrar is not aware of any other reason why it would be against the public interest to register the registrant.

(3) Paragraphs (g), (h), (i), (j), (k), (m), (n), (o), and (q) of subsection (2) shall be satisfied by filing with the Registrar a voluntary declaration or affidavit of a director of the registrant to the effect that, having made due enquiry, he is of the opinion that the requirements of those paragraphs have been met, and which declaration or affidavit shall include a statement of the assets and liabilities of the registrant made up to the latest practicable date before making the declaration or affidavit.

(4) Whoever, being a director, makes a declaration or affidavit under subsection (3) without reasonable grounds therefor is guilty of an offence and liable on summary conviction to a fine of fifteen thousand dollars and to imprisonment for five years.

(5) Without prejudice to Part XI, a registrant may apply to be provisionally registered by way of continuation as an exempted company limited by shares under this Law.

(6) The Registrar shall provisionally register a registrant if -

(a) the registrant complies with the requirements of paragraphs (a), (c), (e), (f), (g), (h), (i), (j) and (p) of subsection (2); and

(b) the registrant has paid to the Registrar a fee of one thousand five hundred dollars

(7) Paragraphs (g), (h), (i), (j), and (p) of subsection (2) shall be satisfied by filing with the Registrar a voluntary declaration or affidavit of a director of the Registrant to the effect that, having made due enquiry, he is of the opinion that the requirements of those paragraphs have been met, and subsection (4) shall, mutatis mutandis apply with respect to such declaration or affidavit.

(8) The Registrar shall register a registrant which is provisionally registered under this Part upon the requirements of paragraphs (b), (d), (k), (l), (m), (n), (o), (q), (r) and (s) of subsection (2) being met, as to which subsection (3) shall mutatis mutandis apply where relevant.

(9) A registrant which is provisionally registered shall -

(a) within sixty days after registration, deliver to the Registrar details of any changes in the information required by paragraphs (c) and (e) of subsection (2);

(b) file with the Registrar in January of each year following provisional registration, a voluntary declaration or affidavit in the form prescribed in subsection (7); and

(c) pay to the Registrar in January of each year following provisional registration, a fee of one thousand dollars.

(10) A registrant which is provisionally registered and which fails to comply with paragraphs (b) and (c) of subsection (9) by 30th June in such year shall cease to be provisionally registered but without prejudice to being provisionally registered anew hereunder upon complying with the requirements of this Part.

Registration under this Part - 220. (1) Upon registration of a registrant under this Part, the Registrar shall issue a certificate under his hand and seal of office that the registrant is registered by way of continuation as an exempted company and specifying the date of such registration, and section 27(3) shall apply mutatis mutandis to such certificates.

(2) The Registrar shall enter in the register of companies the date of registration of the registrant and, to the extent possible with respect to the registrant, particulars of the matters specified in paragraphs (a) to (h) of section 26(3).

(3) From the date of registration of the registrant it shall continue as a body corporate for all purposes as if incorporated and registered as an exempted company under and subject to this Law the provisions of which shall apply to the company and to persons and matters associated therewith as if such company were so incorporated and registered and such company shall have, but without limitation to the generality of the foregoing -

(a) the capacity to perform all the functions of an exempted company;
(b) the capacity to sue and to be sued;
(c) perpetual succession; and
(d) the power to acquire, hold and dispose of property,

and the members of the company shall have such liability to contribute to the assets of the company in the event of its being wound up under this Law as is provided therein:

Provided always that section 219 and this section shall not operate -

(a) to create a new legal entity;
(b) to prejudice or affect the identity or continuity of the registrant as previously constituted;
(c) to affect the property of the registrant;
(d) to affect any appointment made, resolution passed or any other act or thing done in relation to the registrant pursuant to a power conferred by any of the charter documents of the registrant or by the laws of the jurisdiction under which the registrant was previously incorporated, registered or existing;
(e) except to the extent provided by or pursuant to this Part, to affect the rights, powers, authorities, functions and liabilities or obligations of the registrant or any other person; or
(f) to render defective any legal proceedings by or against the registrant and any legal proceedings that could have been continued or commenced by or against the registrant before its registration hereunder may , notwithstanding the registration, be continued or commenced by or against the registrant after registration.

(4) Upon provisional registration of a registrant under this Part the Registrar shall issue a certificate under his hand and seal of office that the registrant is provisionally registered by way of continuation as an exempted company and specifying the date of such provisional registration.

(5) The Registrar shall enter in a register maintained for the purpose the date of provisional registration and name of the registrant.

(6) If a registrant which is provisionally registered under this Part is registered pursuant to section 219(3) it shall automatically cease to be provisionally registered and the Registrar shall cancel such provisional registration.

(7) Subsection (3) shall not apply to a registrant which is provisionally registered unless and until it is registered under section 219(2) and nothing in this section shall be construed as enabling a registrant which is provisionally registered to carry on business within the Islands unless it complies with the requirements of Part IX.

Amendment, etc., of charter documents - 221. (1) A registrant shall, within ninety days of registration by special resolution passed in accordance with this Law, make such amendments, alterations, modifications, variations, deletions and additions (in this section referred to as "changes"), if any, to its charter documents as are necessary to ensure that they comply with the requirements of this Law as they relate to an exempted company.

(2) Within ninety days of registration, the registrant -

(a) may, instead of passing a special resolution making the changes required by subsection (1); or
(b) shall, whether or not it has passed such a special resolution making, or purporting to make, such changes, if the Registrar so directs,

apply to the Court for an order approving such changes and the Court, if satisfied that the changes (with such modifications, if any, as it considers appropriate) are necessary to ensure that the charter documents of the registrant comply with the requirements of this Law, may approve them accordingly and make such consequential orders as it thinks fit. Changes, when so approved, shall take effect as if they formed part of the charter documents.

(3) A copy of the special resolution passed under subsection (1) or of the order of the Court made under subsection (2) shall be filed with and registered by the Registrar whose certificate of registration thereof shall be conclusive evidence that the charter documents comply with the requirements of this Law.

(4) After registration of the registrant and until such time as the charter documents of the registrant are changed to comply with the requirements of this Law or to the extent they cannot be changed so to comply, the Law shall prevail.

(5) The provisions of the charter documents of a registrant which would, if the company had been incorporated under this Law, have been required by this Law to be included in its memorandum of association shall be deemed to be the registered memorandum of association of the company and the provisions of the memorandum of association shall be deemed to be the registered articles of association of the company, and the company and its members shall be bound thereby accordingly.

Effect of registration under this Part on companies registered under Part IX - 222. Where a registrant is also registered under Part IX it shall, upon registration under Part XII, automatically cease to be registered under Part IX and the Registrar shall cancel such registration.

Notice of registration, etc., to be given in Gazette - 223. The Registrar shall forthwith give notice in the Gazette of the registration of a registrant under this Part, the jurisdiction under whose laws the registrant was previously incorporated, registered or existing and the previous name of the registrant if different from the current name.

Deregistration of exempted companies including companies registered under this Part - 224. (1) An exempted company incorporated and registered with limited liability and a share capital under this Law, including a company registered by way of continuation under this Part, which proposes to be registered by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Islands (hereinafter called an "applicant") may apply to the Registrar to be de-registered in the Islands.

(2) The Registrar shall so de-register an applicant if -

(a) the applicant propose to be registered by way of continuation in a jurisdiction which permits or does not prohibit the transfer of the applicant in the manner provided in this Part (hereinafter in this section referred to as "a relevant jurisdiction");

(b) the applicant has paid to the Registrar a fee equal to three times the annual fee that would have been payable pursuant to section 188 in the January immediately preceding the application for deregistration by an exempt company having the same registered capital as the applicant on the date of the application;

(c) the applicant has filed with the Registrar notice of any proposed change in its name and of its proposed registered office or agent for service of process in the relevant jurisdiction;

(d) no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the applicant in any jurisdiction;

(e) no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the applicant, its affairs or property or any part thereof;

(f) no scheme, order, compromise or other similar arrangement has been entered into or made whereby the rights of creditors of the applicant are and continue to be suspended or restricted;

(g) the applicant is able to pay its debts as they fall due;

(h) the application for de-registration is bona fide and not intended to defraud existing creditors of the applicant;

(i) the applicant has delivered to the Registrar an undertaking signed by a director of the registrant that notice of the transfer has been or will given within twenty one days to the secured creditors of the applicant;

(j) any consent or approval to the transfer required by any contract or undertaking entered into by the applicant has been obtained, released or waived, as the case may be;

(k) the transfer is permitted by and has been approved in accordance with the memorandum and articles of association of the applicant;

(l) the laws of the relevant jurisdiction with respect to the transfer have been or will be complied with;

(m) the applicant, if licensed under the Banks and Trust Companies Law (1995 Revision), ot the Insurance Law (1998 Revision) or, if so previously licensed and in respect of which such licence shall have been suspended or revoked and not reinstated, has obtained consent of the Governor to the transfer;

(n) the applicant will upon registration under the laws of the relevant jurisdiction continue as a body corporate limited by shares; and

(o) the Registrar is not aware of any other reason why it would be against the public interest to de-register the applicant.

3) Paragraphs (d), (e), (f), (g), (h), (j), (k), (l), and (n) of subsection (2) shall be satisfied by filing with the Registrar a voluntary declaration or affidavit of a director of the applicant to the effect that, having made due enquiry, he is of the opinion that the requirements of those paragraphs have been met and which declaration or affidavit shall include a statement of the assets and liabilities of the applicant made up to the latest practicable date before making the declaration or affidavit.

4) Whoever, being a director, makes a declaration or affidavit under subsection (3) without reasonable grounds therefor is guilty of an offence and liable on summary conviction to a fine of fifteen thousand dollars and to imprisonment for five years.

Certification of de-registration, etc. - 225. (1) Upon de-registration of an applicant under this Part, the Registrar shall issue a certificate under his hand and seal of office that the applicant has been de-registered as an exempted company and specifying the date of such de-registration.

(2) The Registrar shall enter in the register of companies the date of de-registration of the applicant.

(3) From the commencement of the date of de-registration the applicant shall cease to be a company for all purposes under this Law and shall continue as a company under the laws of the relevant jurisdiction:

Provided always that this shall not operate -

(a) to create a new legal entity;
(b) to prejudice or affect the identity or continuity of the applicant as previously constituted;
(c) to affect the property of the applicant;
(d) to affect any appointment made, resolution passed or any other act or thing done in relation to the applicant pursuant to a power conferred by the memorandum and articles of association of the applicant or by the laws of the Islands;
(e) except to the extent provided by or pursuant to this Part, to affect the rights, powers, authorities, functions and liabilities or obligations of the applicant or any other person; or
(f) to render defective any legal proceedings by or against the applicant and any legal proceedings that could have been continued or commenced by or against the applicant before its de-registration hereunder may , notwithstanding the de-registration, be continued or commenced by or against the applicant after de-registration.

Application of Part IX to de-registered companies - 226. Part IX shall, where relevant, apply to any company which is de-registered under this Part.

Notice of de-registration, etc., to be given in the Gazette - 227. The Registrar shall forthwith give notice in the Gazette of the de-registration of an applicant under this Part, the jurisdiction under the laws of which the applicant has been registered by way of continuation and name of the applicant, if changed.