COMPANIES ORDINANCE

ARRANGEMENT OF SECTIONS

Section

1 Short title

2 Interpretation

Part I: Incorporation and Matters Incidental Thereto

Memorandum of Association

3 Mode of forming incorporated company

4 Requirements with respect to memorandum

5 Stamp and signature of memorandum

6 Restriction on alteration of memorandum

7 Mode in which and extent to which objects of company may be altered

Articles of Association

8 Articles prescribing regulations for companies

9 Regulations required in case of unlimited company or company limited by guarantee

10 Adoption and application of Table A

11 Printing, stamp and signature of articles

12 Alteration of articles by special resolution

Form of Memorandum and Articles

13 Statutory forms of memorandum and articles

Registration

14 Registration of memorandum and articles

15 Effect of registration

16 Conclusiveness of certificate of incorporation

Provisions with respect to Names of Companies

17 Restriction on registration of companies by certain names

18 Power to dispense with “Limited” in name of charitable and other companies

19 Change of name

19A Power to require company to change name

19B

19C

General Provisions with respect to Memorandum and Articles

20 Effect of memorandum and articles

20A [Repealed]

21 Provision as to memorandum and articles of companies limited by guarantee

22 Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent

23 Copies of memorandum and articles to be given to members

24 Issued copies of memorandum to embody alterations

24A Statutory alterations

24B Reregistration of limited company as unlimited

24C Certificate of reregistration under section 24B

24D Reregistration of unlimited company as limited

24E Certificate of reregistration under section 24D

24F Reregistration of company limited by shares as company limited by guarantee and not having share capital

24G Certificate of reregistration under section 24F

24H Reregistration of company limited by guarantee and not having share capital as company limited by shares

24J Certificate of reregistration under section 24H

24K Deregistration of company limited by shares or guarantee or both on registration as a limited partnership

24L Certificate of deregistration under section 24K

Membership of Company

25 Definition of member

Private Companies

26 Meaning of “private company”

27 Circumstances in which company ceases to be, or to enjoy privileges of a private company

28 Prohibition of carrying on business with fewer than the required number of members

Contracts

28A Pre-incorporation actions

28B A company’s capacity not limited by its memorandum

28C Power of directors to bind the company

28D No duty to enquire as to capacity of company or authority of directors

29 Form of contracts, deeds, instruments and other documents

30 Bills of Exchange and promissory notes

31 Execution of deeds, instruments and other documents abroad and execution in Gibraltar by foreign companies

32 Power for Company to have official seal for use abroad

Authentication of Documents

33 Authentication of documents

Part II: Share Capital and Debentures

Prospectus

34 Dating and registration of prospectus

35 Specific requirements as to particulars in prospectus

36 Restriction on alteration of terms mentioned in prospectus or statement in lieu of prospectus

37 Liability for statements in prospectus

38 Document containing offer of shares or debentures for sale to be deemed prospectus

Allotment

39 Prohibition of allotment unless minimum subscription received

40 Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar

41 Effect of irregular allotment

42 Return as to allotments

42A [Deleted]

42B Payment for allotted shares

42C Shares to be allotted as at least one quarter paid up

42D Restrictions on payment by long-term undertaking

42E Non-cash consideration to be valued before allotment

42F Transfer to public company of non-cash asset in initial period

42G Authority of company required for certain allotments

42H Allotment where issue not fully subscribed

42I Application to certain private companies of conditions as to share capital

Commissions and Discounts

43 Power to pay certain commissions and prohibition of payment of all other commissions and discounts

44 Statement in balance sheet as to commissions and discounts

44A Holding of shares in public company by another company

45 Prohibition of provision of financial assistance by company for purchase of its own shares

45A Power of company to purchase own shares

45B Acquisition other than for value, in reduction of capital, alteration of objects and on forfeiture

45C Restrictions on power of company to purchase own shares

45D Definition of “off-market” and “market” purchase

45E Authority for off-market purchase

45F Authority for contingent purchase contract

45G Authority for market purchase

45H Assignment or release of company’s right to purchase own shares

45J Payments apart from purchase price to be made out of distributable profits

45K Disclosure by company of purchase of own shares

45L The capital redemption reserve

Redemption or Purchase of own Shares out of Capital (Private Company Only)

45M Power of private companies to redeem or purchase own shares out of capital

45N Availability of profits for purposes of section 45M

45P Conditions for payment out of capital

45Q Procedure for special resolution under section 45P

45R Publicity for proposed payment out of capital

45S Objections by company’s members or creditors

45T Powers of court on application under section 45S

45U Effect of company’s failure to redeem or purchase

45V Definitions for sections 45A to 45T

Issue of Redeemable Preference Shares and Shares at Discount

46 Power to issue redeemable preference shares

46A Application of premiums received on issue of shares

47 Power to issue shares at a discount

Miscellaneous Provisions as to Share Capital

48 Power of company to arrange for different amounts being paid on shares

49 Reserve liability of limited company

50 Power of company limited by shares to alter its share capital

51 Notice to Registrar of consolidation of share capital and conversion of shares into stock

52 Notice of increase of share capital

53 Power of unlimited company to provide for reserve share capital on reregistration

54 Power of company to pay interest out of capital in certain cases

54A Authorised minimum

Reduction of Share Capital

55 Special resolution for reduction of share capital

56 Application to court for confirming order, objections by creditors, and settlement of list of objecting creditors

57 Order confirming reduction and powers of court on making such order

58 Registration of order and minute of reduction

59 Liability of members in respect of reduced shares

60 Penalty on concealment of name of creditor

60A Public companies reducing capital below authorized minimum

Variation of Shareholders’ Rights

61 Rights of holders of special classes of shares

61A Variation of rights attached to any class of shares

Transfer of Shares and Debentures and Evidence of Title

62 Nature of shares

63 Transfer not to be registered except on production of instrument of transfer

64 Transfer by personal representative

65 Registration of transfer at request of transferor

66 Notice of refusal to register transfer

67 Duties of company with respect to issue of certificates

68 Certificate to be evidence of title

69 Evidence of grant of probate

70 Issue and effect of share warrants to bearer

71 Penalty for personation of shareholder

Special Provisions as to Debentures

72 Right of debenture holders and shareholders to inspect register of debenture holders and to have copies of trust deeds

73 Perpetual debentures

74 Power to re-issue redeemed debentures in certain cases

75 Specific performance of contracts to subscribe for debentures

76 Payment of certain debts out of assets subject to floating charge in priority to claims under the charge

Part III: Registration of Charges

Registration of Charges with Registrar of Companies

77 Registration of charges created by companies registered in Gibraltar

78 Duty of company to register charges created by company

79 Duty of company to register charges existing on property acquired

80 Register of charges to be kept by Registrar

81 Endorsement of certificate of registration on debentures

82 Entry of satisfaction

83 Rectification of register of charges

84 Registration of enforcement of security

Provisions as to Company’s Register of Charges and as to Copies of Instruments creating Charges

85 Copies of instrument creating charges to be kept by company

86 Company’s register of charges

87 Inspection of instruments creating mortgages and charges and register of charges

Application of Part III to Companies Incorporated Outside Gibraltar

88 Application of Part III to company incorporated outside Gibraltar

Part IV: Management and Administration

Registered Office and Name

89 Registered office of company

90 Publication of name by company

90A Particulars to be shown on letter heads, etc

Restrictions on Commencement of Business

91 Restrictions on commencement of business

Register of Members

92 Register of members

92A Changes in membership of private company

93 Index of members of company

94 Provisions as to entries in register in relation to share warrants

95 Inspection of register of members

96 Power to close register

97 Power of court to rectify register

98 Trusts not to be entered on register

99 Register to be evidence

Annual Return

100 Annual return to be made by company having a share capital

101 Annual return to be made by company not having share capital

102 General provisions as to annual returns

103 Certificates to be sent by private company with annual return

Meetings and Proceedings

104 Annual general meetings

105 Statutory meeting and statutory report

106 Convening of extraordinary general meeting on requisition

107 Provisions as to meetings and votes

107A Quorum at meetings of sole member

108 Representation of companies at meetings of other companies and of creditors

109 Provisions as to extraordinary and special resolutions

109A Written approval

110 Registration and copies of certain resolutions and agreements

111 Resolutions passed at adjourned meetings

112 Minutes of proceedings of meetings and directors

112A Recording of decisions by the sole member

113 Inspection of minute books

Accounts and Audit

114 Keeping of books of account

115 Profit and loss account and balance sheet

116 Contents of balance sheet

117 Assets consisting of shares in subsidiary companies to be set out separately in balance sheet

118 Balance sheet to include particulars as to subsidiary companies

119 Meaning of subsidiary company

120 Accounts to contain particulars as to loans to, and remuneration of directors

121 Signing of balance sheet

122 Right to receive copies of balance sheets and auditors’ report

123 Certain other companies to publish periodical statement

124 Appointment and remuneration of auditors

125 Disqualification for appointment as auditor

126 Auditors’ report and right of access to books and right to attend general meetings

Inspection

127 Investigation of companies and their affairs, etc

128 Proceedings on report by inspectors

129 Power of company to appoint inspectors

130 Report of inspectors to be evidence

Directors and Managers

131 Number of directors

131A Secretaries

131B Qualifications of company secretaries

132 Restrictions on appointment or advertisement of director

133 Qualification of director or manager

134 Provisions as to undischarged bankrupts acting as directors or secretary

135 Validity of acts of directors

136 Register of directors

136A Register of secretaries

137 Particulars with respect to directors in trade catalogues and circulars

138 Limited company may have directors with unlimited liability

139 Special resolution of limited company making liability of directors unlimited

140  Statement as to remuneration of directors to be furnished to shareholders

141 Disclosure by directors of interest in contracts

141A Contracts with sole members who are directors

142 Provision as to payments received by directors for loss of office or on retirement

143 Provisions as to assignment of office by directors

Avoidance of Provisions in Articles or Contracts, Relieving Officers from Liability

144 Provisions as to liability of officers and auditors

Arrangements and Reconstructions

145 Power to compromise with creditors and members

146 Provisions for facilitating reconstruction and amalgamation of companies

146A Application of sections 144 and 145 to mergers and divisions

147 Power to acquire shares of shareholders dissenting from scheme or contract approved by majority

Part IVA Distribution of Profits and Assets

147A Certain distributions prohibited

147B Further provisions as to distributions

147C Consequences of unlawful distribution

147D Amount of distribution which may be made

Part V: Winding Up
(A) Preliminary

Modes of Winding Up

148 Modes of winding up

Contributories

149 Liability as contributories of present and past members

150 Definition of contributory

151 Nature of liability of contributory

152 Contributories in case of death of member

153 Contributories in case of bankruptcy of member

154 Omitted

(B) Winding Up by the Court

Jurisdiction

155 Jurisdiction

Cases in which Company may be wound up by Court

156 Circumstances in which company may be wound up by court

157 Definition of inability to pay debts

Petition for Winding Up and Effects thereof

158 Provisions as to applications for winding up

159 Powers of court on hearing petition

160 Power to stay or restrain proceedings against company

161 Avoidance of dispositions of property after commencement of winding up

162 Avoidance of attachments

Commencement of Winding Up

163 Commencement of winding up by the court

Consequences of Winding Up Order

164 Copy of order to be forwarded to Registrar

165 Actions stayed on winding up order

166 Effect of winding up order

Official Receiver in Winding Up

167 Appointment of official receiver for winding up purposes

168 Statement of company’s affairs to be submitted to official receiver

169 Report by official receiver

Liquidators

170 Power of court to appoint liquidators

171 Appointment and powers of provisional liquidator

172 Appointment and style of liquidators

173 Provisions where person other than official receiver is appointed liquidator

174 General provisions as to liquidators

175 Custody of company’s property

176 Vesting of property of company in liquidator

177 Powers of liquidator

178 Exercise and control of liquidator’s powers

179 Books to be kept by liquidator

180 Payments of liquidator into Savings Bank

181 Audit of liquidator’s accounts

182 Release of liquidators

Committees of Inspection

183 Meetings of creditors and contributories to determine whether committee of inspection shall be appointed

184 Constitution and proceedings of committee of inspection

185 Powers of court where no committee of inspection

General Powers of Court in case of Winding Up by Court

186 Power to stay winding up

187 Settlement of list of contributories and application of assets

188 Delivery of property to liquidator

189 Payment of debts due by contributory to company and extent to which set-off allowed

190 Power of court to make calls

191 Payment into bank of moneys due to company

192 Order on contributory conclusive evidence

193 Appointment of special manager

194 Exclusion of creditors not proving in time

195 Adjustment of rights of contributories

196 Inspection of books by creditors and contributories

197 Power to order costs of winding up to be paid out of assets

198 Power to summon persons suspected of having property of company

199 Power to order public examination of promoters and directors

200 Power to restrain fraudulent persons from managing companies

201 Power to arrest absconding contributory

202 Powers of court cumulative

203 Dissolution of company

203A Companies in default since 1st January 1993

(C) Voluntary Winding Up

Resolutions for, and commencement of Voluntary Winding Up

204 Circumstances in which company may be wound up voluntarily

205 Notice of resolution to wind up voluntarily

206 Commencement of voluntary winding up

Consequences of Voluntary Winding Up

207 Effect of voluntary winding up on company

208 Transfer after commencement of voluntary winding up

Declaration of Solvency

209 Statutory declaration of solvency in case of proposal to wind up voluntarily

Provisions applicable to a Members’ Voluntary Winding Up

210 Application of sections 211 to 215

211 Power to appoint and fix remuneration of liquidators

212 Power to fill vacancy in office of liquidator

213 Power of liquidator to accept shares as consideration for sale of property of company

214 Duty of liquidator to call general meeting at end of each year

215 Final meeting and dissolution

Provisions applicable to a Creditors’ Voluntary Winding Up

216 Application of sections 217 to 224

217 Meeting of creditors

218 Appointment of liquidator

219 Appointment of committee of inspection

220 Fixing of liquidators’ remuneration and cesser of directors’ powers

221 Power to fill vacancy in office of liquidator

222 Application of section 213 to a creditors’ voluntary winding up

223 Duty of liquidator to call meetings of company and of creditors at end of each year

224 Final meeting and dissolution

Provisions applicable to every Voluntary Winding Up

225 Application of sections 226 to 233

226 Distribution of property of company

227 Powers and duties of liquidator in voluntary winding up

228 Appointment and removal of liquidator by court

229 Notice by liquidator of his appointment

230 Arrangement when binding on creditors

231 Power to apply to court to have questions determined or powers exercised

232 Costs of voluntary winding up

233 Saving for rights of creditors and contributories

(D) Winding Up Subject to Supervision of Court

234  Power to order winding up subject to supervision

235 Effect of petition for winding up subject to supervision

236 Application of sections 161 and 162

237 Power of court to appoint or remove liquidators

238 Effect of supervision order

(E) Provisions Applicable to Every Mode of Winding Up

Proof and Ranking of Claims

239 Debts of all descriptions to be proved

240 Application of bankruptcy rules in winding up

241 Preferential payments

Effect of Winding Up on antecedent and other Transactions

242 Fraudulent preference

243 Effect of floating charge

244 Disclaimer of onerous property in case of company wound up

245 Restriction of rights of creditor as to execution or attachment in case of company being wound up

246 Duties of marshal as to goods taken in execution

Offences antecedent to or in course of Winding Up

247 Offences by officers of companies in liquidation

248 Penalty for falsification of books

249 Frauds by officers of companies which have gone into liquidation

250 Liability where proper accounts not kept

251 Responsibility of directors for fraudulent trading

252 Power of court to assess damages against delinquent directors

253 Prosecution of delinquent officers and members of company

Supplementary Provisions as to Winding Up

254 Disqualification for appointment as liquidator

255 Enforcement of duty of liquidator to make returns

256 Notification that a company is in liquidation

257 Exemption of certain documents from stamp duty on winding up of companies

258 Books of company to be evidence

259 Disposal of books and papers of company

260 Information as to pending liquidations

261 Unclaimed assets to be paid to Companies Liquidation Account

262 Resolutions passed at adjourned meetings of creditors and contributories

Supplementary Powers of Court

263 Meetings to ascertain wishes of creditors or contributories

264 Judicial notice of signature of officers

265 Affidavits in Gibraltar, United Kingdom and dominions

Provisions as to Dissolution

266 Power of court to declare dissolution of company void

267 Registrar may strike defunct company off register

267A Restoration of dissolved companies to the register

268 Property of dissolved company to be bona vacantia

Rules, Fees and Remuneration of Officers

269 Rules of court

270 Remuneration of officers

Part Vi: Receivers and Managers

271 Disqualification for appointment as receiver

272 Power to appoint official receiver as receiver

273 Notification that receiver or manager appointed

274 Power of court to fix remuneration on application of liquidator

275 Delivery to Registrar of accounts of receivers and managers

276 Enforcement of duty of receiver to make returns

Part Vii: General Provisions as to Registration

277 Registration office

278 Appointment of Registrar

278A Delivery to the Registrar of documents in printed form

278B Delivery to the Registrar of documents otherwise than in printed form

278C Keeping of company records by the Registrar

279 Fees

280 Inspection, production and evidence of documents kept by Registrar

281 Enforcement of duty of company to make returns to Registrar

281A Official notification

Part Viii: Winding Up of Unregistered Companies

282 Meaning of unregistered company

283 Winding up of unregistered companies

284 Contributories in winding up of unregistered company

285 Power of court to stay or restrain proceedings

286 Actions stayed on winding up order

287 Provisions of Part VIII cumulative

Part IX: Companies Incorporated Outside Gibraltar Carrying on Business Within Gibraltar

288 Companies to which Part IX applies

289 Documents to be delivered to Registrar by companies carrying on business in Gibraltar

290 Return to be delivered to Registrar where documents altered

290A Application of sections 289 and 290

291 [Repealed]

292 Obligation to state name of company, whether limited, and country where incorporated

293 Service on company to which Part IX applies

294 Penalties

295 Interpretation of Part IX

Part IXA: Re-Domiciliation

295A Companies to which Part IX applies

Part X: Restrictions on Sale of Shares and Offers of Shares for Sale

296 Prospectuses of foreign companies inviting subscriptions for shares or offering shares for sale

297 Requirements as to prospectus

298 Restrictions on offering of shares for subscription or sale

Part XI: Miscellaneous

Prohibition of Partnerships with more than Twenty Members

299 Prohibition of partnerships with more than twenty members

Miscellaneous Offences

300 Penalty for false statement

301 Penalty for improper use of word “Limited”

General Provisions as to Offences

302 Provision with respect to default fines and meaning of “officer in default”

303 Application of fines

304 Saving as to private prosecutors

305 Saving for privileged communications

Service of Documents and Legal Proceedings

306 Service of documents on company

307 Costs in actions by certain limited companies

308 Power of court to grant relief in certain cases

309 Power to enforce orders

General Provisions

310 Authentication of documents

311 Orders and certificates of Governor or Deputy Governor to be evidence

312 Mode of payment of fees

313 Power to alter tables and forms

314 Designation of capital

315 European Economic Community Law

Part XII

Branch Disclosure

316 Application of Part XII

317 Registration of branches of companies

318 Duty to register

319 Particulars required

320 Further particulars

321 Further particulars

322 Documents required

323 Further documents required

324 Alterations

325 Time periods

Part XIII

Change in Registration Regime

326 Change in registration regime

327 Change in registration regime: transitional provisions

328 Change in registration regime: further transitional provisions

329 Duty to state name etc

330 Service of documents: companies to which Part XII applies

331 Documents to be filed on cessation of business: companies to which Part XII applies

332 Penalties for non-compliance

333 Delivery of accounts and reports: companies to which Eleventh Company Law Directive applies

Part XIV

Particulars to be delivered to Registrar: winding up etc

334 Particulars to be delivered to the Registrar: winding up

335 Particulars to be delivered to the Registrar: insolvency proceedings etc

336 Penalty for non-compliance

337 Disclosure of branches

338 Transitional provisions

339 Consequential amendments

SCHEDULE 1

Table A. Regulations for Management of a Company Limited by Shares

Table B. Form of Memorandum of Association of a Company Limited by Shares

Table C. Form of Memorandum and Articles of Association of a Company Limited by Guarantee, and not having a Share Capital

Table D. Memorandum and Articles of Association of a Company Limited by Guarantee and having a Share Capital

Table E. Memorandum and Articles of Association of an Unlimited Company having a Share Capital

SCHEDULE 2

Form of Statement in Lieu of Prospectus to be Delivered to Registrar by a Private Company on Becoming a Public Company

SCHEDULE 3

Part I. Matters Required to be Stated in Prospectus

Part II. Reports to be set out in Prospectus

Part III. Provisions Applying to Parts I and II of Schedule

SCHEDULE 4

Form of Statement in Lieu of Prospectus to be delivered to Registrar by a Company which does not issue a Prospectus or which does not go to Allotment on a Prospectus issued

SCHEDULE 5

Form of Annual Return of a Company having a Share Capital

SCHEDULE 6

Form of Statement to be published by Insurance Companies and Deposit, Provident, or Benefit Societies

SCHEDULE 7

Provisions which do not apply in the case of a Winding Up subject to Supervision of the Court

SCHEDULE 8

Table of Fees to be paid to the Registrar of Companies

SCHEDULE 9

Provisions referred to in section 300 of the Ordinance

SCHEDULE 10

Investigation of Companies & their affairs; Requisition of Documents

SCHEDULE 11

Credit and financial institutions to which the Bank Branches Directive (89/117/EEC) applies

SCHEDULE 12

Delivery of reports and accounts: Companies to which the Eleventh Company Law Directive applies

SCHEDULE 13

Transitional provisions

SCHEDULE 14

Consequential amendments

SCHEDULE 15

SCHEDULE 16

[non-existent]

SCHEDULE 17

Provisions to which sections 145-146A have effect in their application to mergers and divisions of public companies