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Part VII: General Provisions as to Registration

277 Registration office

For the purposes of the registration of companies under this Ordinance there shall be an office at such address as the Governor may think fit.

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278 Appointment of Registrar

(1) The Governor may appoint a Registrar of Companies for the purposes of this Ordinance and in default of such appointment the Registrar of the Supreme Court shall be such Registrar, and where the Registrar of the Supreme Court is the Registrar of Companies the registry of the Supreme Court shall be the office for the registration of companies under this Ordinance.

(2) The Registrar of Companies shall have a seal and such seal shall bear the words “Registrar of Companies, Gibraltar”.

(3) The Governor may appoint one or more Assistant Registrars of Companies, and any Assistant Registrar so appointed may, subject to any directions given to him by the Registrar of Companies, exercise all the powers and perform all the duties of the Registrar of Companies (other than those which, by virtue of section 2 of the Building Societies Ordinance, the Registrar of Companies exercises and performs under section 38 of that Ordinance).

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278A Delivery to the Registrar of documents in printed form

(1) This section applies to the delivery to the Registrar under any provision of this Ordinance of documents in printed form.

(2) The document must—

(a) state in a prominent position the name and the registered number of the company to which it relates;

(b) satisfy any requirements prescribed by Schedule 5 for the purposes of this section; and

(c) conform to such requirements as the Registrar may specify for the purpose of enabling him to copy the document.

(3) If a document is delivered to the Registrar which does not comply with the requirements of this section, he may serve on the person by whom the document was delivered (or if there are two or more such persons, on any of them), a notice indicating the respect in which the document does not comply.

(4) Where the Registrar serves such a notice as is specified in subsection (3), then, unless a replacement document—

(a) is delivered to him within 14 days after the service of the notice; and

(b) complies with the requirements of this section (or section 278B) or is not rejected by him for failure to comply with those requirements,

the original document shall be deemed not to have been delivered to him:

Provided that for the purposes of any enactment imposing a penalty for failure to deliver, so far as it imposes a penalty for continued contravention,  no account shall be taken of the period between the delivery of the original document and the end of the period of 14 days after service of the Registrar’s notice.

(5) The provisions in Schedule 5 made for the purposes of this section may make different provision with respect to different descriptions of document.

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

(1) This section applies to the delivery to the Registrar under any provision of this Ordinance of documents other than in printed form.

(2) Any requirement to deliver a document to the Registrar, or to deliver documents in the prescribed form, is satisfied by the communication to the Registrar of the requisite information in any non-printed form prescribed for the purposes of this section by the provisions of Schedule 5 or approved by the Registrar.

(3) Where the document is required to be signed or sealed. it shall instead be authenticated in such manner as may be prescribed by the provisions of Schedule 5 or approved by the Registrar.

(4) A document must—

(a) contain in a prominent position the registered number of the company to which it relates;

(b) satisfy any requirements prescribed in Schedule 5 for the purposes of this section; and

(c) be furnished in such manner, and conform to such requirements, as the Registrar may specify for the purpose of enabling him to read and copy the document.

(5) If a document is delivered to the Registrar which does (sic) comply with the requirements of this section, he may serve on the person by whom the document was delivered (or, if there were two or more such persons, on any of them), a notice indicating the respect in which the  document does not comply.

(6) Where the Registrar serves such a notice, then, unless a replacement document—

(a) is delivered to him within 14 days after service of the notice; and

(b) complies with the requirements of this section (or section 278A) or is not rejected by him for failure to comply with those requirements,

the original document shall be deemed not to have been delivered to him:

Provided that for the purposes of any enactment imposing a penalty for failure to deliver, so far as it imposes a penalty for continued contravention, no account shall be taken of the period between the delivery of the original document and the end of the period of 14 days after service of the Registrar’s notice.

(7) Provisions made in Schedule 5 for the purposes of this section, may make different provision with respect to different descriptions of document and different forms of communication.

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278C Keeping of company records by the Registrar

(1) The information contained in a document delivered to the Registrar under this Ordinance, may be recorded and kept by him in any form he thinks fit, provided it is possible to inspect the information and to produce a copy of it in printed from (sic) and  this shall be sufficient compliance with any duty of his to keep, file or register the document.

(2) The originals of documents delivered to the Registrar in printed form shall be kept by him for 10 years, after which they may be destroyed.

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279 Fees

(1) There shall be paid to the Registrar in respect of the several matters mentioned in the Table set out in Schedule 8 the several fees therein specified, and without prejudice to the generality of the foregoing a fee may be so specified in respect of the performance by the Registrar of any function under this Ordinance including the receipt by him of any notice or other document which under this Ordinance is required to be given, delivered, sent or forwarded to him.

(2) Provision may be made in the Table set out in Schedule 8 respect of supplementary fees payable where any notice or document which, under this Ordinance, is required to be given delivered, sent or forwarded to the Registrar within a specified time, is given, delivered, sent or forwarded to him outside of the specified time.

(3) The Registrar may charge a fee for any services provided by him otherwise than in pursuance of an obligation imposed on him by law.

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280 Inspection, production and evidence of documents kept by Registrar

(1) Any person may inspect any records kept by the Registrar for the purposes of this Ordinance and may require—

(a) a copy in such form as the Registrar considers appropriate of any information contained in those records; or

(b) a certified copy of, or extract from any such record.

(2) The right of inspection extends to the originals of documents delivered to the Registrar in printed form only where the record kept by the Registrar of the contents of the document is illegible or unavailable.

(3) A copy of or extract from a record certified in writing by the Registrar (whose official position it is unnecessary to prove), to be an accurate record of the contents of any document delivered to him under this Ordinance, is in all legal proceedings, admissible in evidence as of equal validity with the original document and as evidence of any facts stated therein, of which direct oral evidence would be admissible.

(4) Copies of or extracts from records furnished by the Registrar may, instead of being certified by him in writing to be an accurate record, be sealed with his official seal.

(5) Any person may require a certificate of the incorporation of a company, signed by the Registrar or authenticated by his official seal.

(6) Any requirement of the Ordinance as to the supply by the Registrar of a document may, if the Registrar thinks fit, be satisfied by the communication by the Registrar of the requisite information in any non-printed form prescribed for this purpose by Schedule 5 or approved by him.

(7) Where the document is required to be signed by him or sealed  with his official seal and is a communication in a non-printed form, it shall instead be authenticated in such manner as may be prescribed by Schedule 5 or approved by the Registrar.

(8) No process for compelling the production of a record by the Registrar shall issue from any court except with the leave of the court, and any such process shall bear on it a statement that it is issued with the leave of the court.

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281 Enforcement of duty of company to make returns to Registrar

(1) If a company, having made default in complying with any provision of this Ordinance which requires it to file with, deliver or send to the Registrar any return, account or other document, or to give notice to him of any matter, fails to make good the default within fourteen days after the service of a notice on the company requiring it to do so, the court may, on an application made to the court by any member or creditor of the company or by the Registrar, make an order directing the company and any officer thereof to make good the default within such time as may specified in the order.

(2) Any such order may provide that all costs of and incidental to the application shall be borne by the company or by any officers of the company responsible for the default.

(3) Nothing in this section shall be taken to prejudice the operation of any enactment imposing penalties on a company or its officers in respect of any such default.

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281A Official notification

(1) The Registrar shall cause to be published in the Gazette notice of the issue or receipt by him of documents of any of the following descriptions (stating in the notice the name of the company, the description of document and the date of issue or receipt), that is to say—

(a) any certificate of incorporation of a company;

(b) any document making or evidencing an alteration in the memorandum or articles of association of a company;

(c) any return relating to a company’s register of directors or secretary, or notification of a change among its directors or secretary;

(d) a company’s annual return;

(dd) any balance sheet or profit and loss account of a company;

(e) any notice of the situation of a company’s registered office, or of any change therein;

(f) any copy of a winding up order in respect of a company;

(g) any order for the dissolution of a company on a winding up;

(h) any return by a liquidator of the final meeting of a company on a winding up;

(i) (Non-existent)

(j) any return relating to a company’s register of members, or notification of a change among its members including any notification of a purchase of own shares by the company;

(k) any application made under sections 24B, 24D, 24F, 24H and 24K and any certificate issued under sections 24C, 24E, 24G, 24J and 24L;

(l) a copy of the draft of the terms of the scheme delivered to the Registrar under paragraph 2(1) of Schedule 17;

(m) any copy of an order under section 145 or 146 in respect of a compromise or arrangement to which section 146A(1) applies.

(2) A company shall not be entitled to rely against other persons on the happening of any of the following events that is to say—

(a) the making of a winding up order in respect of the company, or the appointment of a liquidator in a voluntary winding up of the company; or

(b) any alteration of the company’s memorandum or articles of association; or

(c) any change among the company’s directors or secretary; or

(d) (as regards service of any document on the company) any change in the situation of the company’s registered office,

if the event had not been officially notified at the material time and is not shown by the company to have been known at that time to the person concerned, or if the material time fell on or before the fifteenth day after the date of official notification  (or, where the fifteenth day was a non-business day, on or before the next day that was not) and it is shown that the person concerned was unavoidably prevented from knowing of the event at that time.

For this purpose “non-business day” means a Saturday or Sunday, Christmas Day, Good Friday and any other day which is a public holiday under section 55 of the Interpretation and General Clauses Ordinance or a bank holiday under section 2 of the Banking and Financial Dealings Ordinance.

(3) In subsection (2), “official notification” means—

(a) in relation to the appointment of a liquidator the notice thereof under section 229(1); and

(b) in the case of any other event, the notification of the document relating to that event in the Gazette under subsection (1);

and “officially notified” shall be construed accordingly.