336

Part I: Incorporation and Matters Incidental Thereto

Memorandum of Association

3 Mode of forming incorporated company

(1) Any seven or more persons associated for any lawful purpose, or, where the company to be formed will be a private company any one, may, by subscribing their names to a memorandum of association and otherwise complying with the requirements of this Ordinance in respect of registration, form an incorporated company, with or without limited liability.

(2) Such a company may be either—

(a) a company having the liability of its members limited by the memorandum to the amount (if any) unpaid on the shares respectively held by them (in this Ordinance referred to as “a company limited by shares”); or

(b) a company having the liability of its members limited by the memorandum to such amount as the members may respectively thereby undertake to contribute to the assets of the company in the event of its being wound up (in this Ordinance referred to as“ a company limited by guarantee”); or

(c) a company not having any limit on the liability of its members (in this Ordinance referred to as “an unlimited company”).

337

4 Requirements with respect to memorandum

(1) The memorandum of every company must state—

(a) the name of the company, with “Limited” as the last word of the name in the case of a company limited by shares or by guarantee; and

(b) the objects of the company, which requirement shall be satisfied by a statement that the company may do all such things as are lawful to be done by a company registered under this Ordinance subject only to any specified restriction on that power contained in the memorandum.

(2) The memorandum of a company limited by shares or by guarantee must also state that the liability of its members is limited.

(3) The memorandum of a company limited by guarantee must also state that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributories among themselves, such amount as may be required, not  exceeding a specified amount.

(4) In the case of a company having a share capital—

(a) the memorandum must also, unless the company is an unlimited company, state the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount;

(b) no subscriber of the memorandum may take less than one share;

(c) each subscriber must write opposite to his name the number of shares he takes.

(4A) If the memorandum states that the company is to be a public company, the amount of the share capital stated in the memorandum shall not be less than the authorised minimum.1

Notes

Subsection (4A) inserted by Ordinance No 20 of 1998 s 2. Not yet in force.

338

5 Stamp and signature of memorandum

The memorandum must bear the same stamp as if it were a deed and must be signed by each subscriber in the presence of at least one witness who must attest the signature.

339

6 Restriction on alteration of memorandum

A company may not alter the conditions contained in its memorandum except in the cases, in the mode and to the extent for which express provision is made in this Ordinance.

340

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

(1) A company may by special resolution alter its memorandum with respect to the statement of the company’s objects:

Provided that if an application is made under subsection (2), the alteration does not have effect except in so far as it is confirmed by the court.

(2) Where a company’s memorandum has been altered by special resolution under subsection (1) of this section, application may be made to the court for the alteration to be cancelled.

(3) Such an application may be made—

(a) by the holders of not less in the aggregate than 15 per cent in nominal value of the company’s issued share capital or any class of it or, if the company is not limited by shares, not less than 15 per cent of the company’s members; or

(b) by the holders of not less than 15 per cent of the company’s debentures entitling the holders to object to an alteration of its objects;

but an application shall not be made by any person who has consented to or voted in favour of the alteration.

(4) The application must be made within 21 days after the date on which the resolution altering the company’s objects was passed, and may be made on behalf of the persons entitled to make the application by such one or more of their number as they may appoint in writing for the purpose.

(5) The court may on such an application make an order confirming the alteration either wholly or in part and on such terms and conditions as it thinks fit, and may—

(a) if it thinks fit, adjourn the proceedings in order that an arrangement may be made to its satisfaction for the purchase of the interests of dissentient members, and

(b) give such directions and make such orders as it thinks expedient for facilitating or carrying into effect any such arrangement.

(6) The court’s order may (if the court thinks fit) provide for the purchase by the company of the shares of any members of the company, and for the reduction accordingly of its capital, and may make such alterations in the company’s memorandum and articles as may be required in consequence of that provision.

(7) If the court’s order requires the company not to make any, or any specified, alteration in its memorandum or articles, the company does not then have power without the leave of the court to make any such alteration in breach of that requirement.

(8) An alteration in the memorandum or articles of a company made by virtue of an order under this section, other than one made by resolution of the company, is of the same effect as if duly made by resolution; and this Ordinance applies accordingly to the memorandum or articles as so altered.

(9) The debentures entitling the holders to object to an alteration of a company’s objects are any debentures secured by a floating charge which were issued or first issued before the date of the coming into force of this section or form part of the same series as any debentures so issued; and a special resolution altering a company’s objects requires the same notice to the holders of any such debentures as to members of the company.

In the absence of provisions regulating the giving of notice to any such debenture holders, the provisions of the company’s articles regulating the giving of notice to members apply.

(10) Where a company passes a resolution altering its objects, then—

(a) if with respect to the resolution no application is made under this section, the company shall within 15 days from the end of the period for making such an application deliver to the Registrar a printed copy of its memorandum as altered; and

(b) if such an application is made, the company shall—

(i) forthwith give notice of that fact to the Registrar, and

(ii) within 15 days from the date of any order cancelling or confirming the alteration, deliver to the Registrar an office copy of the order and in the case of an order confirming the alteration, a printed copy of the memorandum as altered.

(11) The court may by order at any time extend the time for the delivery of documents to the Registrar under subsection (10)(b) above for such period as the court may think proper.

(12) If a company makes default in giving notice or delivering any document to the Registrar as required by subsection (10), the company and every officer of it who is in default is liable on summary conviction to a fine at level 4 on the standard scale and, for continued contravention, to a daily penalty of one twentieth of the amount of level 4 on the standard scale.

(13) The validity of an alteration of a company’s memorandum with respect to the objects of the company shall not be questioned on the ground that it was not authorised by subsection (1) of this section, except in proceedings taken for the purpose (whether  under subsections (2) to (9) or otherwise) before the expiration of 21 days after the date of the resolution in that behalf.

(14) Where such proceedings are taken otherwise than under subsections (2) to (9), subsections (10) to (12) above apply in relation to the proceedings as if they had been taken under those subsections, and as if an order declaring the alteration invalid were an order cancelling it, and as if an order dismissing the proceedings were an order confirming the alteration.

341

Articles of Association

8 Articles prescribing regulations for companies

There shall in respect of any company be registered with the memorandum and articles of association signed by the subscribers to the memorandum and prescribing regulations for the company.

342

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

(1) In the case of an unlimited company the articles, if the company has a share capital, must state the amount of share capital with which the company proposes to be registered.

(2) In the case of an unlimited company or a company limited by guarantee, the articles, if the company has not a share capital, must state the number of members with which the company proposes to be registered.

(3) Where a company not having a share capital  has increased the number of its members beyond the registered number, it shall, within fifteen days after the increase was resolved on or took place, give to the Registrar notice of the increase, and the Registrar shall record the increase. If default is made in complying with this subsection, the company and every officer of the company who is in default are guilty of offences and are liable on summary conviction to default fines.

343

10 Adoption and application of Table A

(1) Articles of association may adopt all or any of the regulations contained in Table A.

(2) In the case of a company limited by shares and registered after the commencement of this Ordinance, if articles are not registered, or, if articles are registered, in so far as the articles do not exclude or modify the regulations contained in Table A,  those regulations shall, so far as applicable, be the regulations of the company in the same manner and to the same extent as if they were contained in duly registered articles.

344

11 Printing, stamp and signature of articles

Articles must—

(a) be printed;

(b) be divided into paragraphs numbered consecutively;

(c) bear the same stamp as if they were contained in a deed; and

(d) be signed by each subscriber of the memorandum of association in the presence of at least one witness who must attest the signature.

345

12 Alteration of articles by special resolution

(1) Subject to the provisions of this Ordinance and to the conditions contained in its memorandum, a company may by special resolution alter or add to its articles.

(2) Any alteration or addition so made in the articles shall, subject to the provisions of this Ordinance, be as valid as if originally contained therein, and be subject in like manner to alteration by special resolution.

346

Form of Memorandum and Articles

13 Statutory forms of memorandum and articles

The form of—

(a) the memorandum of association of a company limited by shares;

(b) the memorandum and articles of association of a company limited by guarantee and not having a share capital;

(c) the memorandum and articles of association of a company limited by guarantee and having a share capital;

(d) the memorandum and articles of association of an unlimited company having a share capital,

shall be respectively in accordance with the forms set out in the appropriate Tables in Schedule 1 or as near thereto as circumstances admit.

347

Registration

14 Registration of memorandum and articles

(1) The memorandum and the articles (if any) shall be delivered to the Registrar who shall retain and register them.

(2) With the memorandum there shall be delivered a statement in the form prescribed in Schedule 5 containing the information so prescribed and in particular the name, address and nationality of any person or persons, or where any such person is a company, the name of the company and the address of the company’s registered office, who are to be the first director or directors of the company.

348

15 Effect of registration

(1) On the registration of the memorandum of a company the Registrar shall certify under his hand that the company is incorporated and, in the case of a limited company, that the company is limited.

(2)  From the date of incorporation mentioned in the certificate of incorporation, the subscribers of the memorandum, together with such other persons as may from time to time become members of the company, shall be a body corporate by the name contained in  the memorandum, capable forthwith of exercising all the functions of an incorporated company, and having perpetual succession, but with such liability  on the part of the members to contribute to the assets of the company in the event of its being wound up as is mentioned in this Ordinance.

(3) A company may. but need not, have a seal for use in Gibraltar.

349

16 Conclusiveness of certificate of incorporation

(1) A certificate of incorporation given by the Registrar in respect of any association shall be conclusive evidence that all the requirements of this Ordinance in respect of registration and of matters precedent and incidental thereto have been complied  with, and that the association is a company authorized to be registered and duly registered under this Ordinance.

(2) A statutory declaration by a solicitor of the Supreme Court or by a barrister lawfully acting as a solicitor of the Supreme Court engaged in the formation of the company, or by a person named in the articles as a director or secretary of the company, of compliance with all or any of the said requirements shall be produced to the Registrar, and the Registrar shall be entitled to rely on such a declaration as sufficient evidence of compliance.

350

Provisions with respect to Names of Companies*

17 Restriction on registration of companies by certain names

(1) No company shall be registered by a name—

(a) which includes, otherwise than at the end of the name, the word “limited”;

(b) which includes, otherwise than at the end of the name, an abbreviation of the word “limited”;

(c) which is the same as the name appearing in the Registrar’s index of company names, except where the company in existence is in the course of being dissolved and signifies its consent in such manner as the Registrar requires;

(d) the use of which by the company would in the opinion of the Registrar constitute a criminal offence; or

(e) which in the opinion of the Registrar is offensive;

(f) which contains the words “Chamber of Commerce”, unless the company is a company which is to be registered under a licence granted in pursuance of section 18 without the addition of the word “Limited” to its name; or

(g) which contains the words “Building Society”.

(2) Except with the consent of the Governor no company shall be registered by a name which—

(a) contains the words “Royal” or “Imperial” or “Empire” or “Windsor” or “Crown”  or in the opinion of the Registrar suggests, or is calculated to suggest the patronage of Her Majesty or of any member of the Royal Family or connection with Her Majesty’s Government or the Government of Gibraltar or any department thereof, or

(b) contains the words “Municipal” or “Chartered” or in the opinion of the Registrar suggests, or is calculated to suggest, connection with any municipality or other local authority or with any society or body incorporated by Royal Charter, or

(c) in the opinion of the Registrar is undesirable; or

(d) contains the word “co-operative”, or

(e) includes any word or expression for the time being specified in regulations made under subsection (4) of this section.

(3) In determining for the purposes of subsection (1)(c) whether one name is the same as another, there are to be disregarded—

(a) the definite article, where it is the first word of the name;

(b) the following words and expressions where they appear at the end of the name, that is to say—

“company” or “and company”

“company limited” or “and company limited”

“limited”;

(c) abbreviations of any of those words or expressions where they appear at the end of the name, and

(d) type and case of letters, accents, spaces between letters and punctuation marks;

and “and” and “&” are to be taken as the same.

(4) The Governor may by regulations specify words or expressions for the registration of which as or as part of a company’s corporate name his approval is required under subsection (2) of this section.

(5) Regulations made under subsection (4) may contain such transitional provisions and savings as the Governor thinks appropriate and may make different provisions for different cases or classes of case.

(6) The Registrar shall keep an index of the names of the following bodies—

(a) companies as defined by this Ordinance.

(b) companies incorporated outside Gibraltar which have complied with Part IX of this Ordinance, and which do not appear to the Registrar not to have a place of business in Gibraltar;

(c) incorporated and unincorporated bodies to which any provision of this Ordinance applies;

(d) limited partnerships registered under the Limited Partnerships Ordinance;

(e) societies registered under the Co-operative Societies Ordinance, the Friendly Societies Ordinance and the Building Societies Ordinance.

351

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

(1) Where it is proved to the satisfaction of the Governor that an association about to be formed as a limited company is to be formed for promoting commerce, art, science, religion, charity or any other useful object, and intends to apply its profits (if any) or other income in promoting its objects, and to prohibit the payment of any dividend to its members, the Governor may by licence direct that the association may be registered as a company with limited liability, without the addition of the word “Limited” to its name, and the association may by registered accordingly.

(2) A licence by the Governor under this section may be granted on such conditions and subject to such regulations as the Governor thinks fit, and those conditions and regulations shall be binding on the association, and shall, if the Governor so directs, be inserted in the memorandum and articles, or in one of those documents.

(3) The association shall on registration enjoy all the privileges of limited companies, and be subject to all their obligations, except those of using the word “Limited”  as any part of its name, and of publishing its name, and of sending lists of members to the Registrar.

(4) A licence under this section may at any time be revoked by the Governor, and upon revocation the Registrar shall enter the word “Limited”  at the end of the name of the association upon the register, and the association shall cease to enjoy the exemptions and privileges granted by this section:

Provided that, before a licence is so revoked, the Governor shall give to the association notice in writing of his intention, and shall afford the association an opportunity of being heard in opposition to the revocation.

(5) Where the name of the association contains the words “Chamber of Commerce”, the notice to be given shall include a statement of the effect of the provisions of section 19(3).

352

19 Change of name

(1) A company may, by special resolution change its name.

(2) Where a licence granted in pursuance of section 18 to a company the name of which contains the words “Chamber of Commerce” is revoked, the company shall, within a period of six weeks from the date of the revocation or such longer period as the Governor  may think fit to allow, change its name to a name which does not contain those words. A company which makes default in complying with the requirements of this subsection is guilty of an offence and is liable on summary conviction to a fine at Level 2 on the standard scale for every day during which the default continues.

(3) Where a company changes its name, the Registrar shall enter the new name on the register in place of the former name, and shall issue a certificate of incorporation altered to meet the circumstances of the case.

(4) The change of name shall not affect any rights or obligations of the company, or render defective any legal proceedings by or against the company, and any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.

353

19A Power to require company to change name

(1) Where a company has been registered by a name which—

(a) is the same as or, in the opinion of the Registrar, too like a name appearing at the time of registration in the Registrar’s index of companies names, or

(b) is the same as or, in the opinion of the Registrar too like the name which should have appeared in that index at that time;

(c) is in the opinion of the Registrar undesirable;

the Registrar may within 12 months of the time of registration, in writing, direct the company to change its name within such period as he may specify.

Section 17(3) applies in determining under this subsection whether the name is the same as or too like another.

(2) If it appears to the Registrar that misleading information has been given for the purpose of a company’s registration with a particular name, or  that undertakings or assurances have been given for that purpose and have not been fulfilled, he may within 5 years of the date of its registration with that name in writing direct the company to change its name within such period as he may specify.

(3) Where a direction has been given under subsections (1) or (2) the Registrar may by a further direction in writing extend the period within which the company has to change its name at any time before the end of that period.

(4) A company which fails to comply with, a direction under this section, and any officer of it who is in default is liable on summary conviction to a fine at level 4 on the standard scale and for continued contravention to a daily penalty of one twentieth of the amount at level 4 on the standard scale.

(5) Subsections (3) and (4) of Section 19 shall apply to any change of name under this section.

353A

19B

(1) If in the Registrar’s opinion the name by a company is registered gives so misleading an indication of the nature of its activities as to  be likely to cause harm to the public he may direct it to change its name.

(2) The direction must, if not duly made the subject of an application to the court under the following subsection. be complied with within a period of 6 weeks from the date of the direction or such longer period as the Registrar may see fit to allow.

(3) The company may within a period of 3 weeks from the date of the direction, apply to the court to set it aside; and the court may set the direction aside or confirm it and, if it confirms the direction shall specify the period within which it must be complied with.

(4) If a company defaults in complying with the direction under this Section, it is liable on summary conviction to a fine at level 4 on the standard scale and for continued contravention, to a daily penalty of one twentieth of the amount of level 4 on the  standard scale.

(5) Subsections (3) and (4) of Section 19 shall apply to any change of name under this Section.

353B

19C

If any person trades or carries on business under a name or title of which “Limited”  or any contraction or imitation of that word, is the last word, that person unless duly incorporated with limited liability, is liable on summary conviction to a fine at level 4 on the standard scale and, for continued default to a daily penalty of one twentieth of the amount of level 4 on the standard scale.

353C

General Provisions with respect to Memorandum and Articles

20 Effect of memorandum and articles

(1) Subject to the provisions of this Ordinance, the memorandum and articles shall, when registered, bind the company and the members thereof to the same extent as if they respectively had been signed and sealed by each member and contained covenants on the part of each member to observe all the provisions of the memorandum and of the articles.

(2) All money payable by any member to the company under the memorandum or articles shall be a debt of the nature of a specialty debt due from him to the company.

354

S 20A [repealed by Ord. 7 of 1991 wef. 01/06/93 (LN. 103/93)]

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

For the purpose of the provisions of this Ordinance relating to the memorandum of a company limited by guarantee and of this section, every provision in the memorandum or articles, or in any resolution, of a company limited by guarantee, purporting to divide the undertaking of the company into shares or interests shall be treated as a provision for a share capital notwithstanding that the nominal amount or number of the shares or interests is not specified thereby.

355

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

Notwithstanding anything in the memorandum or articles of a company no member of the company shall be bound by an alteration made in the memorandum or articles after the date on which he became a member, if and so far as the alteration requires him to take  or subscribe for more shares than the number held by him at the date on which the alteration is made, or in any way increases his liability as at that date to contribute to the share capital of, or otherwise to pay money to, the company:

Provided that this section shall not apply in any case where the member agrees in writing either before or after the alteration is made, to be bound thereby.

356

23 Copies of memorandum and articles to be given to members

(1) A company shall, on being so required by any member, send to him a copy of the memorandum and of the articles (if any) and a reference to any Ordinance which alters the memorandum, subject to payment of five pence or such less sum as the company may prescribe.

(2) If a company makes default in complying with this section, the company and every officer of the company who is in default are guilty of offences and are each liable on summary conviction for each offence to a fine of one tenth of the amount at level 1 on the standard scale.

357

24 Issued copies of memorandum to embody alterations

(1) Where an alteration is made in the memorandum of a company, every copy of the memorandum issued after the date of the alteration shall be in accordance with the alteration.

(2) If, where any such alteration has been made, the company at any time after the date of the alteration issues any copies of the memorandum which are not in accordance with the alteration, it is guilty of an offence and is liable on summary conviction to  a fine of one tenth of the amount at level 1 on the standard scale for each copy so issued, and every officer of the company who is in default is also guilty of an offence and is liable on summary conviction to the like penalty.

358

24A Statutory alterations

Where any alteration is made in a company’s memorandum or articles of association by any statutory provision, whether contained in an Ordinance or in an instrument made under an Ordinance, a printed copy of the Ordinance or instrument shall not later than fifteen days after that provision comes into force be forwarded to the Registrar and recorded by him, and where a company is required by this section or otherwise to send to the Registrar any document making or evidencing an alteration in the company’s memorandum or articles of association (other than a special resolution under section 7) the company shall send with it a printed copy of the memorandum or articles as altered.

If a company fails to comply with this subsection, the company and any officer of the company who is in default is liable to a default fine.

358A

24B Reregistration of limited company as unlimited

(Companies Act 1985, section 49)

(1) Subject to the provisions of this section and section 24C, a company which is registered as limited may be reregistered as unlimited in pursuance of an application in that behalf complying with the requirements of this section.

(2) A company is precluded from reregistering under this section if it is limited by virtue of registration under section 24D.

(3) A public company shall not be reregistered under this section.

(4) A company which has previously been reregistered as unlimited shall not be reregistered under this section.

(5) An application under this section shall be—

(i) the documents specified in subsection (10); and

(ii) the prescribed fee.

(6) An application under this section shall set out such alterations in the company’s memorandum as—

(a) if it is to have a share capital, are requisite to bring it (in substance and in form) into conformity with the requirements of this Ordinance with respect to the memorandum of a company to be formed as an unlimited company having a share capital; or

(b) if it is not to have a share capital, are requisite in the circumstances.

(7) If the articles of the company have been registered, the application under this section shall set out such alterations in those articles as—

(a) if the company is to have a share capital are requisite to bring the articles (in substance and in form) into conformity with the requirements of this Ordinance with respect to the articles of a company to be formed as an unlimited company having a share capital; or

(b) if the company is not to have a share capital, are requisite in the circumstances.

(8) If articles of the company have not been registered, the application under this section shall have annexed to it, and request the registration of, printed articles.

(9) Articles of the company annexed to an application under this section by virtue of subsection (8) shall, if the company is to have a share capital, comply with the requirements mentioned in subsection (7)(a) and, if not, be articles appropriate to the circumstances.

(10) The documents to be lodged under subsection (5)(d)(i) with the Registrar are—

(a) the prescribed form of assent to the company being registered as unlimited, subscribed by or on behalf of all the members of the company;

(b) a statutory declaration made by the directors of the company—

(i) that the persons by whom or on whose behalf the form of assent is subscribed constitute the whole of the membership of the company; and

(ii) if any of the members have not subscribed that form themselves, that the directors have taken all reasonable steps to satisfy themselves that each person who subscribed it on behalf of a member was lawfully empowered so to do;

(c) a printed copy of the memorandum incorporating the alterations in it set out in the application;

(d) if articles have been registered, a printed copy of them incorporating the alterations set out in the application; and

(e) where the company carries on in or from within Gibraltar a business which is—

(i) licensed under the Financial Services Ordinance 1989; or

(ii) authorized under the Banking Ordinance 1992 or the Financial Services Ordinance 1998; or

(iii) licensed or authorized in accordance with a Community requirement other than one falling within sub-paragraph (i) or (ii),

evidence of the consent of the competent authority under the relevant legislation to the company deregistering as a limited company and registering as an unlimited company.

(11) For the purposes of this section—

(a) subscription to the form of assent by the legal personal representative of a deceased member of a company is deemed subscription by him;

(b) a trustee in bankruptcy of a member of a company is, to the exclusion of the latter, deemed to be a member of the company.

358B

24C Certificate of reregistration under section 24B

(Companies Act 1985, section 50)

(1) The Registrar shall retain the application and other documents lodged with him under section 24B and shall—

(a) if articles are attached to the application, register them; and

(b) issue to the company a certificate of incorporation appropriate to the status to be assumed by it by virtue of that section.

(2) On the issue of the certificate referred to in subsection (1)(b)—

(a) the status of the company, by virtue of the issue, is changed from limited to unlimited; and

(b) the alterations in the memorandum set out in the application and (if articles have been previously registered) any alteration to the articles so set out take effect as if duly made by resolution of the company; and

(c) the provisions of this Ordinance apply accordingly to the memorandum and articles as altered.

(3) The certificate issued under subsection (1)(b) is conclusive evidence that the requirements of section 24B in respect of reregistration and of matters precedent and incidental to it have been complied with, and that the company was authorized to be registered under this Ordinance in pursuance of that section and was duly so registered.

(4) For the avoidance of doubt it is hereby declared that a company reregistered by virtue of section 24B is a continuation of that company prior to that reregistration.

358C

24D Reregistration of unlimited company as limited

(Companies Act 1985, section 51)

(1) Subject to the provisions of this section and section 24E, a company which is registered as unlimited may be reregistered as limited if—

(a) a special resolution that it should be so reregistered is passed, and

(b) the requirements of this section are complied with in respect of the resolution and otherwise.

(2) A company shall not under this section be reregistered as a public company.

(3) A company is precluded from reregistering under this section if it is unlimited by virtue of registration under section 24B.

(4) The special resolution referred to in subsection (1)(a) shall state whether the company is to be limited by shares or by guarantee and—

(a) if it is to limited by shares, shall state what the share capital shall be and provide for the making of such alterations—

(i) in the memorandum as are necessary to bring it (in substance and in form) into conformity with the requirements of this Ordinance with respect to the memorandum of a company so limited, and

(ii) in the articles as are requisite in the circumstances;

(b) if it is to be limited by guarantee, shall provide for the making of such alterations in its memorandum and articles as are necessary to bring them (in substance and in form) into conformity with the requirements of this Ordinance with respect to the memorandum and articles of a company so limited.

(5) The special resolution referred to in subsection (1)(a) is subject to section 110 (copy to be forwarded to the Registrar within fifteen days).

(6) An application for the company to be reregistered as limited, framed in the prescribed form and signed by a director or by the secretary of the company, shall be lodged with the Registrar, together with—

(a) the necessary documents, and

(b) the prescribed fee,

not earlier than the day on which the copy of the special resolution forwarded under section 110 is received by him.

(7) The documents required to be lodged with the Registrar for the purposes of subsection (6)(a) are—

(a) a printed copy of the memorandum as altered in pursuance of the special resolution;

(b) a printed copy of the articles so altered;

(c) where the company carries on in or from within Gibraltar a business which is—

(i) licensed under the Financial Services Ordinance 1989; or

(ii) authorized under the Banking Ordinance 1992 or the Financial Services Ordinance 1998; or

(iii) licensed or authorized in accordance with a Community requirement other than one falling within sub-paragraph (i) or (ii),

evidence of the consent of the competent authority under the relevant legislation to the company deregistering as an unlimited company and registering as a limited company, and

(d) evidence to the satisfaction of the Registrar that any mortgage or other charge recorded in respect of that company has been discharged in accordance with the Ordinance or the consent in writing of every registered mortgagee or chargee to the deregistration of the company as an unlimited company and reregistration as a limited company has been obtained.

(8) This section does not apply to the reregistration of an unlimited company as a public company.

358D

24E Certificate of reregistration under section 24D

(Companies Act 1985, section 52)

(1) The Registrar shall retain the application and other documents lodged with him under section 24D and shall issue to the company a certificate of incorporation appropriate to the status to be assumed by it by virtue of that section.

(2) On the issue of the certificate under subsection (1)—

(a) the status of the company, by virtue of the issue, is changed from unlimited to limited; and

(b) the alterations in the memorandum of the company specified in the special resolution and the alterations in, and additions to, the articles of the company so specified take effect.

(3) The certificate issued under subsection (1) is conclusive evidence that the requirements of section 24D in respect of reregistration and of matters precedent and incidental to it have been complied with, and that the company was authorized to be registered in pursuance of that section and was duly so registered.

(4) For the avoidance of doubt it is hereby declared that a company reregistered by virtue of section 24D is a continuation of that company prior to that reregistration.

358E

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

(1) Subject to the provisions of this section and section 24G, a company which is registered as limited by shares or as limited by shares and by guarantee may be reregistered as limited by guarantee and not having share capital if—

(a) a special resolution that it should be so reregistered is passed by the vote of each member entitled to receive notice of an extraordinary meeting of the company, and

(b) the requirements of this section are complied with in respect of the resolution and otherwise.

(2) A public company shall not be reregistered under this section.

(3) A company is precluded from reregistering under this section if it is limited by shares by virtue of registration under section 24H.

(4) The special resolution referred to in subsection (1)(a) shall state the share capital of the company and shall provide—

(a) that the total amount of the guarantee of the members from time to time shall not fall below the amount of the share capital of the company at the date of the resolution; and

(b) for the making of such alterations—

(i) in the memorandum as are necessary to bring it (in substance and in form) into conformity with the requirements of this Ordinance with respect to the memorandum of a company limited by  guarantee and not having share capital, and

(ii) in the articles as are requisite in the circumstances.

(5) The special resolution referred to in subsection (1)(a) is subject to section 110 (copy to be forwarded to the Registrar within fifteen days).

(6) An application for the company to be reregistered as limited by guarantee and not having share capital, framed in the prescribed form and signed by a director or by the secretary of the company, shall be lodged with the Registrar, together with—

(a) the necessary documents, and

(b) the prescribed fee,

not earlier than the day on which the copy of the special resolution forwarded under section 110 is received by him.

(7) The documents required to be lodged with the Registrar for the purposes of subsection (6)(a) are—

(a) a printed copy of the memorandum as altered in pursuance of the special resolution;

(b) a printed copy of the articles so altered;

(c) where the company carries on in or from within Gibraltar a business which is—

(i) licensed under the Financial Services Ordinance 1989; or

(ii) authorized under the Banking Ordinance 1992 or the Financial Services Ordinance 1998; or

(iii) licensed or authorized in accordance with a Community requirement other than one falling within sub-paragraph (i) or (ii),

evidence of the consent of the competent authority under the relevant legislation to the company deregistering as a company limited by shares and registering as a company limited by guarantee; and

(d) evidence to the satisfaction of the Registrar that any mortgage or other charge recorded in respect of that company has been discharged in accordance with the Ordinance.

(8) A cancellation of shares in pursuance of this section shall not be deemed to be a reduction of share capital within the meaning of this Ordinance.

(9) For the purposes of this section “share capital” shall include—

(a) the nominal value of the allotted shares of every class in the company, whether or not paid up and whether or not paid up in cash or otherwise; and

(b) any amount in the share premium account (as defined by section 46A(1)) of the company.

358F

24G Certificate of reregistration under section 24F

(1) The Registrar shall retain the application and other documents lodged with him under section 24F and shall issue to the company a certificate of incorporation appropriate to the status to be assumed by it by virtue of that section.

(2) On the issue of the certificate under subsection (1)—

(a) the status of the company, by virtue of the issue, is changed from limited by shares or limited by shares and by guarantee, as the case may be, to limited by guarantee; and

(b) the alterations in the memorandum of the company specified in the special resolution and the alterations in, and additions to, the articles of the company so specified take effect.

(3) The certificate issued under subsection (1) is conclusive evidence that the requirements of section 24F in respect of reregistration and of matters precedent and incidental to it have been complied with, and that the company was authorized to be  registered in pursuance of that section and was duly so registered.

(4) For the avoidance of doubt it is hereby declared that a company reregistered by virtue of section 24F and in respect of which a certificate has been issued under subsection (1) is a continuation of that company prior to that reregistration.

358G

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

(1) Subject to the provisions of this section and section 24J, a company which is registered as limited by guarantee and not having share capital may be reregistered as limited by shares if—

(a) a special resolution that it should be so reregistered is passed, and

(b) the requirements of this section are complied with in respect of the resolution and otherwise.

(2) A company shall not be reregistered under this section as a public company.

(3) A company is precluded from reregistering under this section if it is limited by guarantee by virtue of registration under section 24F.

(4) The special resolution referred to in subsection (1)(a) shall state the total amount of the guarantee of the members at the date of the resolution and shall provide—

(a) that the amount of the share capital of the company from time to time shall not fall below the total amount of the guarantee of the members at the date of the resolution; and

(b) for the making of such alterations—

(i) in the memorandum as are necessary to bring it (in substance and in form) into conformity with the requirements of this Ordinance with respect to the memorandum of a company limited by shares, and

(ii) are requisite to bring the articles (in substance and in form) into conformity with the requirements of this Ordinance with respect to the articles of a company to be formed as an unlimited company having a share capital.

(5) The special resolution referred to in subsection (1)(a) is subject to section 110 (copy to be forwarded to the Registrar within fifteen days).

(6) An application for the company to be reregistered as limited by shares, framed in the prescribed form and signed by a director or by the secretary of the company, shall be lodged with the Registrar, together with—

(a) the necessary documents, and

(b) the prescribed fee,

not earlier than the day on which the copy of the special resolution forwarded under section 110 is received by him.

(7) The documents required to be lodged with the Registrar for the purposes of subsection (6) are—

(a) a printed copy of the memorandum as altered in pursuance of the special resolution;

(b) a printed copy of the articles so altered; and

(c) where the company carries on in or from within Gibraltar a business which is—

(i) licensed under the Financial Services Ordinance 1989; or

(ii) authorized under the Banking Ordinance 1992 or the Financial Services Ordinance 1998; or

(iii) licensed or authorized in accordance with a Community requirement other than one falling within sub-paragraph (i) or (ii),

evidence of the consent of the competent authority under the relevant legislation to the company deregistering as a company limited by guarantee and registering as a company limited by shares.

358H

24J Certificate of reregistration under section 24H

(1) The Registrar shall retain the application and other documents lodged with him under section 24H and shall issue to the company a certificate of incorporation appropriate to the status to be assumed by it by virtue of that section.

(2) On the issue of the certificate under subsection (1)—

(a) the status of the company, by virtue of the issue, is changed from limited by guarantee to limited by shares; and

(b) the alterations in the memorandum of the company specified in the special resolution and the alterations in, and additions to, the articles of the company so specified take effect.

(3) The certificate issued under subsection (1) is conclusive evidence that the requirements of section 24H in respect of reregistration and of matters precedent and incidental to it have been complied with, and that the company was authorized to be registered in pursuance of that section and was duly so registered.

(4) For the avoidance of doubt it is hereby declared that a company reregistered by virtue of section 24H and in respect of which a certificate has been issued under subsection (1) is a continuation of that company prior to that reregistration.

358J

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

(1) Subject to the provisions of this section and section 24L, a company which is registered as limited by shares or by guarantee or by shares and guarantee may be deregistered on being registered as a limited partnership under the Limited Partnerships Ordinance if—

(a) a special resolution that it should be so reregistered is passed by the vote of each member entitled to receive notice of an extraordinary meeting of the company, and

(b) the requirements of this section are complied with in respect of the resolution and otherwise.

(2) A public company shall not be de-registered under this section.

(3) The special resolution referred to in subsection (1)(a) shall state the share capital or the total amount of the guarantee or both, as the case may be, of the company and shall provide—

(a) that the total amount of the capital of the limited partnership from time to time shall not fall below the amount of the share capital or the total amount of the guarantee or the total of both, as the case may be, of the company at the date of the resolution; and

(b) for the method of converting shares or membership or both, as the case  may be, into participation in the capital of the limited partnership, specifying which members shall become the limited partners and which shall become the general partners and the sum contributed to the capital of the limited partnership by each shareholder or member or both, as the case may be; and

(c) or the making of such alterations in the memorandum and articles as are necessary to bring them (in substance and in form) into conformity with the requirements of the Partnership Ordinance and the Limited  Partnerships Ordinance as the partnership agreement.

(4) The special resolution referred to in subsection (1)(a) is subject to section 110 (copy to be forwarded to the Registrar within fifteen days).

(5) An application for the company to be deregistered on registration under the Limited Partnerships Ordinance as a limited partnership, framed in the prescribed form and signed by a director or by the secretary of the company, shall be lodged with the Registrar, together with—

(a) the necessary documents, and

(b) the prescribed fee,

not earlier than the day on which the copy of the special resolution forwarded under section 110 is received by him.

(6) The documents required to be lodged with the Registrar for the purposes of subsection (5)(a) are—

(a) a printed copy of the memorandum and articles as altered in pursuance of the special resolution to be the limited partnership agreement containing—

(i) the name of the company and the firm name under which registration as a limited partnership is to be sought;

(ii) the proposed principal place of business of the limited partnership;

(iii) the date on which it is proposed to register under the Limited Partnerships Ordinance;

(iv) a copy of the statement to be submitted to the Registrar of Limited Partnerships in accordance with section 7A of the Limited Partnerships Ordinance;

(b) a certificate of good standing in respect of the company issued by the Registrar;

(c) where the company carries on in or from within Gibraltar a business which is—

(i) licensed under the Financial Services Ordinance 1989; or

(ii) authorized under the Banking Ordinance 1992 or the Financial Services Ordinance 1998; or

(iii) licensed or authorized in accordance with a Community requirement other than one falling within sub-paragraph (i) or (ii),

evidence of the consent of the competent authority under the relevant legislation to the company deregistering under the Ordinance and registering under the Limited Partnerships Ordinance;

(d) evidence to the satisfaction of the Registrar that no proceedings for insolvency have been commenced against the company in Gibraltar,

(e) evidence to the satisfaction of the Registrar that any mortgage or other charge recorded in respect of that company has been discharged in accordance with the Ordinance or the consent in writing to the deregistration of every registered mortgagee or chargee has been obtained.

(7) A cancellation of shares in pursuance of this section shall not be deemed to be a reduction of share capital within the meaning of this Ordinance.

(8) For the purposes of this section “share capital” shall include—

(a) the nominal value of the allotted shares of every class in the company, whether or not paid up and whether or not paid up in cash or otherwise; and

(b) any amount in the share premium account (as defined by section 46A(1)) of the company.

358K

24L Certificate of deregistration under section 24K

(1) The Registrar shall—

(a) retain the application and other documents lodged with him under section 24K; and

(b) provide to the Registrar of Limited Partnerships appointed under section 13 of the Limited Partnerships Ordinance the document provided for in section 7A of that Ordinance.

(2) The Registrar shall—

(a) on being satisfied that the requirements of section 24K are satisfied; and

(b) having received notice in writing from the Registrar of Limited Partnerships appointed under section 13 of the Limited Partnerships Ordinance that, on receipt of confirmation from the Registrar that the requirements of section 24K and this section have  been met in respect of the body, the body may be registered under section 4 of that Ordinance,

deregister the body as a company registered under this Ordinance and issue to the company a Certificate of Deregistration and Continuation for the purpose of Registration as a limited partnership on the date and at the time signified by the Registrar of Limited Partnerships as the date and time at which the registration of the body under section 4 of the Limited Partnerships Ordinance shall occur.

(3) On the issue of the certificate under subsection (2) the alterations in the memorandum of the company specified in the special resolution and the alterations in, and additions to, the articles of the company so specified take effect.

(4) The certificate issued under subsection (2) is conclusive evidence that the requirements of section 24K in respect of deregistration and of matters precedent and incidental to it have been complied with, and that the company was authorized to be deregistered in pursuance of that section and was duly so deregistered.

(5) For the avoidance of doubt it is hereby declared that a limited partnership registered under section 4 of the Limited Partnerships Ordinance as a result of the procedures contained in—

(a) section 24K and this section; and

(b) section 7A of the Limited Partnerships Ordinance,

is on the date and time referred to in subsection (2) a continuation of the undertaking of the company deregistered by virtue of the procedures referred to in paragraph (a).

358L

Membership of Company

25 Definition of member

(1) The subscribers of the memorandum of a company shall be deemed to have agreed to become members of the company, and on its registration shall be entered as members in its register of members.

(2) Every other person who agrees to become a member of a company, and whose name is entered in its register of members, shall be a member of the company.

359

Private Companies

26 Meaning of “private company”

(1) For the purposes of this Ordinance a “private company” means a company limited by shares or limited by guarantee (whether or not having a share capital), being a company which by its articles—

(a) restricts the right to transfer its shares; and

(b) limits the number of its members to fifty, not including persons who are in the employment of the company and persons who, having been formerly in the employment of the company, were while in that employment, and have continued after the determination of that employment to be, members of the company; and

(c) prohibits any invitation to the public to subscribe for any shares or debentures of the company.

(2) Where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this section, be treated as a single member.

360

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

(1) If a company, being a private company, alters its articles in such manner that they no longer include the provisions which, under section 26, are required to be included in the articles of a company in order to constitute it a private company, the company shall, as on the date of the alteration, cease to be a private company and shall, within a period of fourteen days after such date, deliver to the Registrar for registration a prospectus or a statement in lieu of prospectus in the form and containing the particulars set out in Schedule 2.

(2) If default is made in complying with subsection (1), the company and every officer of the company who is in default are each guilty of offences and are liable on summary conviction to a default fine at level 2 on the standard scale.

(3) Where the articles of a company include the provisions aforesaid but default is made in complying with any of those provisions, the company shall cease to be entitled to the privileges and exemptions conferred on private companies under the provisions contained in section 28(1) section 102(3), section 122(1) and paragraph (d) of section 156, and thereupon the said provisions shall apply to the company as if it were not a private company:

Provided that the court, on being satisfied that the failure to comply with the conditions was accidental or due to inadventence (sic) or to some other sufficient cause, or that on other grounds it is just and equitable to grant relief may, on the application of the company or any other person interested and on such terms and conditions as seem to the court just and expedient, order that the company be relieved from such consequences as aforesaid.

361

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

(1). If at any time the numbers of members of the company which is a private company is reduced to none and it carries on business while the number is so reduced every officer of the company during that time it so carries on business who is cognisant of the fact that it is carrying on business with fewer than one member shall be severally liable for the payment of the whole debts of the company contracted during that time and may be severally sued therefor.

(2) If at any time the number of members of a company which is a public company is reduced below seven and it carries on business for more than 6 months while the number is so reduced, every person who is a member of the company during the time that it so carries on business after those six months and is cognisant of the fact that it is carrying on business with fewer than seven members shall be severally liable for the payment of the whole debts of the company contracted during that time and may be severally sued therefor.

362

Contracts

28A Pre-incorporation actions

(1) Where,—

(a) prior to the date of incorporation mentioned in the certificate of incorporation of a company, any action has been carried out in the name of that company and purportedly by or on behalf of that company, and

(b) that company is not precluded from doing so by its memorandum or articles,

the company may after that date by resolution ratify that action. and that action shall then be deemed to be the action of the company and—

(c) the company shall be entitled to the benefit of that action; and

(d) the company shall be liable in respect of that action; and

(e) any failure to take any steps necessary to give effect to that action shall be a failure by the company.

(2) Except—

(a) where a company has ratified that action, as provided for in subsection (1), or

(b) there is an agreemnt (sic) to the contrary,

an action carried out in the name of a company and purportedly by or on behalf of that company prior to the date of incorporation mentioned in the certificate of incorporation of that company shall be the action of the person or persons by whom it was carried out and that person or those persons shall be jointly and severally liable in respect of that action and shall be entitled to the benefit of that action.

362A

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

(1) The validity of an act done by a company shall not be called into question on the ground of lack of capacity by reason of anything in the company’s memorandum.

(2) A member of the company may bring proceedings to restrain the doing of an act which but for subsection (1) would be beyond the company’s capacity save that no such proceedings shall lie in respect of an act to be done in fulfilment of a legal obligation arising from a previous act of the company.

(3) It remains the duty of the directors to observe any limitations on their powers flowing from the company’s memorandum and action by the directors which but for subsection (1) would be beyond the company’s capacity may only be ratified by the company by special resolution.

(4) A resolution ratifying an action by the directors beyond the company’s capacity shall not affect any liability incurred by the directors or any other person and relief from any such liability must be agreed to separately by special resolution.

362B

28C Power of directors to bind the company

(1) In favour of a person dealing with a company in good faith, the power of the board of directors to bind the company, or authorise others to do so, shall be deemed to be free of any limitations under the company’s constitution.

(2) For this purpose—

(a) a person “deals with” a company if he is a party to any transaction or other act to which the company is a party;

(b) a person shall not be regarded as acting in bad faith by reason only of his knowing that an act is beyond the powers of the directors under the company’s constitution; and

(c) a person shall be presumed to have acted in good faith unless the contrary is proved.

(3) The reference above to limitations on the directors’ powers under the company’s constitution includes limitations deriving—

(a) from the resolution of the company, in general meeting or a meeting of any class of shareholders, or

(b) from any agreement between the members of the company or any class of shareholders.

(4) Subsection (1) does not affect any right of a member of the company to bring proceedings to restrain the doing of an act which is beyond the powers of the directors:

Provided that no such proceedings shall lie in respect of an act to be done in fulfilment of a legal obligation arising from a previous act of the company.

(5) Subsection (1) does not affect any liability incurred by the directors, or any other person, by reason of the directors’ exceeding of their powers.

362C

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

A party to a transaction with a company is not bound to enquire as to whether it is permitted by the company’s memorandum or as to any limitation on the powers of the board of directors to bind the company or to authorise others to do so.

362D

29 Form of contracts, deeds, instruments and other documents

(1) Contracts on behalf of a company may be made as follows:—

(a) a contract which if made between private persons would be by law required to be in writing, and under seal, may be made on behalf of the company in writing—

(i) if the company has a seal for use in Gibraltar, under that seal; or

(ii) signed by the authorized signatories of the company, each signing or under the seal of the signatory, as the case may be;

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

(c) a 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 its authority, express or implied.

(2) A contract made according to this section shall be effectual in law, and shall bind the company and its successors and all other parties thereto.

(3) A contract made according to this section may be varied or discharged in the same manner in which it is authorized by this section to be made.

(4) The references in subsections (1) to (3) to a contract or contracts shall be taken to include reference to deeds, instruments and other documents and where a company executes a deed, instrument or other document, whether or not the company has a common seal, it shall be sufficient and the company shall be bound if that deed, instrument or other document is signed by the authorized signatories of the company intending it to be executed by way of a deed.

363

30 Bills of Exchange and promissory notes

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

364

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

(1) A company may, by writing—

(a) if the company has a seal for use in Gibraltar, under that seal; or

(b) signed by the authorized signatories of the company, each signing or under the seal of the signatory, as the case may be;

empower any person, either generally or in respect of any specified matters, as its attorney, to execute deeds, instruments or other documents on its behalf in any place outside Gibraltar.

(2) A deed, instrument or other document signed by such an attorney on behalf of the company and—

(a) if he has a seal, under that seal. or

(b) signed by him or, where the attorney is a legal person, the authorized signatories of the attorney,

shall bind the company and have the same effect as if the deed, instrument or other document had been sealed or signed as provided for in section 29(1).

(3) Where a company executes a deed, instrument or other document outside Gibraltar, whether or not the company has an official seal for use in the territory, district or place outside Gibraltar, it shall be sufficient and the company and the other parties shall be bound if that deed, instrument or document is signed by the authorized signatories of the company intending it to be executed by way of a deed.

(4) Section 15(3) shall apply to a company incorporated outside Gibraltar as it applies to a company incorporated or registered under this Ordinance.

(5) Section 29(1)(a) shall apply to a company incorporated outside Gibraltar as if there were substituted for sub-paragraph (ii) the following—

“(ii) by any person who, in accordance with the laws of the territory in which the company is incorporated, is acting under the authority, (express or implied) of that company; or

(iii) in any manner permitted by the laws of the territory in which the company is incorporated for the execution of documents by such a company;”.

(6) In respect of a company incorporated outside Gibraltar, a deed, instrument or other document which—

(a) is signed by a person or persons who, in accordance with the laws of the territory in which the company is incorporated, is or are acting under the authority (express or implied) of that company; and

(b) is expressed (in whatever form of words) to be executed by the company,

has the same effect in relation to that company as it would have in relation to a company incorporated in Gibraltar if executed in accordance with section 29.

(7) In favour of a purchaser a document shall be deemed to have  been duly executed if it purports to have been signed by a person or persons who, in accordance with the laws of the territory in which the company is incorporated, is or are acting under the authority (express or implied) of that company, and for the purpose of this section “a purchaser” means a purchaser in good faith for valuable consideration and includes a lessee, mortgagee or other person who for valuable consideration acquires an interest in a property.

(8) A document executed by a company incorporated outside Gibraltar which makes it clear on its face that it is intended by the person or persons making it to be a deed has effect upon delivery as a deed and it shall be presumed, unless the contrary intention is proved, to be delivered upon its being so executed.

(9) For the avoidance of doubt, any deed, instrument or other document executed by a company incorporated outside Gibraltar in the manner provided for in subsections (5), (6), (7) or (8) in the six years immediately preceding the 1st day of January 2001 shall be valid and binding on the company and effective as if it had been sealed with the common seal of a company incorporated in Gibraltar.

365

32 Power for Company to have official seal for use abroad

(1) A company whose objects do not preclude the transaction of business in foreign countries may, unless precluded by its articles, have for use in any territory, district or place outside Gibraltar, an official seal, which—

(a) if the company has a seal for use in Gibraltar, shall be a facsimile of that seal; or

(b) if the company does not have a seal for use in Gibraltar, shall bear the name of the company engraven in legible characters,

with the addition on its face of the name of every territory, district or place where it is to be used.

(2) A deed or other document to which an official seal is duly affixed shall bind the company as if it had been sealed or signed as provided for in section 29(1).

(3) A company having an official seal for use in any such territory, district or place may, by writing sealed or signed as provided for in section 29(1) authorize any person appointed for the purpose in that territory, district or place, to affix the official seal to any deed or other document to which the company is party in that territory, district or place.

(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) mentioned in the instrument conferring the authority, or if no period is there mentioned, then until notice of the revocation or determination of the agent’s authority has been given to the person dealing with him.

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

366

Authentication of Documents

33 Authentication of documents

A document or proceeding requiring authentication by a company may be signed by the authorized signatories of the company.