630

Part XI: Miscellaneous

Prohibition of Partnerships with more than Twenty Members

299 Prohibition of partnerships with more than twenty members

No company, association or partnership consisting of more than twenty persons shall be formed for the purpose of carrying on any business that has for its object the acquisition of gain by the company, association or partnership, or by the individual members thereof, unless it is registered as a company under this Ordinance, or is formed in pursuance of some other Ordinance, or of letters patent.

631

Miscellaneous Offences

300 Penalty for false statement

A person who in any return, report, certificate, balance sheet or other document, required by or for the purpose of any of the provisions of this Ordinance specified in Schedule 9 wilfully makes a statement false in any material particular, knowing it to be false, is guilty of an offence, and is liable on summary conviction to imprisonment for four months, and to a fine in lieu of or in addition to such imprisonment as aforesaid:

Provided that—

(a) the fine imposed on summary conviction shall not exceed level 3 on the standard scale, and

(b) nothing in this section shall affect the provisions of Part XX of the Criminal Offences Ordinance.

631A

301 Penalty for improper use of word “Limited”

If any person or persons trade or carry on business under any name or title of which “Limited”, or any contraction or imitation of that word, is the last word, that person or those persons are, unless duly incorporated with limited liability, guilty of an offence and are liable on summary conviction to a fine of one half of the amount at level 1 on the standard scale for every day upon which that name or title has been used.

631B

General Provisions as to Offences

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

(1) Where by any enactment in this Ordinance it is provided that a company and every officer of the company who is in default are liable to a default fine, the company and every such officer are, for every day during which the default, refusal or contravention continues, liable to a fine not exceeding such amount as is specified in the enactment, or, if the amount of the fine is not so specified, to a fine of one half of the amount at level 1 on the standard scale.

(2) For the purpose of any enactment in this Ordinance which provides that an officer of a company who is in default is liable to a fine or penalty, the expression “officer who is in default” means any director, manager, secretary or other officer of the company, who knowingly and wilfully authorizes or permits the default, refusal or contravention mentioned in the enactment.

631C

303 Application of fines

The court imposing any fine under this Ordinance may direct that the whole or any part thereof shall be applied in or towards payment of the  costs of the proceedings, or in or towards the rewarding the person on whose information or at whose suit the fine is recovered, and subject to any such direction all fines under this Ordinance shall be paid into the Consolidated Fund.

631D

304 Saving as to private prosecutors

Nothing in this Ordinance relating to the institution of criminal proceedings by the Attorney-General shall be taken to preclude any person from instituting or carrying on any such proceedings.

631E

305 Saving for privileged communications

Where proceedings are instituted under this Ordinance against any person by the Attorney-General, nothing in this Ordinance shall be taken to require any person who has acted as solicitor for the defendant to disclose any privileged communication made to him in that capacity.

631F

Service of Documents and Legal Proceedings

306 Service of documents on company

A document may be served on a company by leaving it at or sending it by post to the registered office of the company.

631G

307 Costs in actions by certain limited companies

Where a limited company is plaintiff in any action or other legal proceeding, any judge having jurisdiction in the matter may, if it appears by credible testimony that there is reason to believe that the company will be unable to pay the costs of the defendant if successful in his defence, require sufficient security to be given for those costs, and may stay all proceedings until the security is given.

631H

308 Power of court to grant relief in certain cases

(1) If in any proceedings for negligence, default, breach of duty or breach of trust against a person to whom this section applies it appears to the court hearing the case that that person is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that he has acted honestly and reasonably, and that, having regard to all circumstances of the case, including those connected with his appointment, he ought fairly to be excused for the negligence, default, breach of duty or breach of trust, that court may relieve him, either wholly or partly, from his liability on such terms as the court think fit.

(2) Where any person to whom this section applies has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust, he may apply to the court for relief, and the court on any such application shall have the same power to relieve him as under this section it would have had if it had been a court before which proceedings against that person for negligence, default, breach of duty or breach of trust had been brought.

(3) Where any case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant ought in pursuance of that subsection to be relieved either in whole or in part from  the liability sought to be enforced against him, withdraw the case in whole or in part from the jury and forthwith direct judgment to be entered for the defendant on such terms as to costs or otherwise as the judge may think proper.

(4) The persons to whom this section applies are the following:

(a) directors of a company;

(b) managers of a company;

(c) officers of a company;

(d) persons employed by a company as auditors, whether they are or are not officers of the company.

631J

309 Power to enforce orders

Orders made by the Supreme Court under this Ordinance may be enforced in the same manner as orders made in an action pending therein.

631K

General Provisions

310 Authentication of documents

Any approval, sanction or licence, or revocation of licence, which under this Ordinance may be given or made by the Governor or any other act or thing required or authorized by this Ordinance to be done by the Governor may be given, made or done by the Deputy Governor or any person authorized in that behalf by the Governor.

631L

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

All documents purporting to be orders or certificates made or issued by the Governor for the purposes of this Ordinance or to be signed by the Governor or the Deputy Governor or any person authorized in that behalf by the Governor, shall be received in evidence and deemed to be such orders or certificates without further proof, unless the contrary is shown.

631M

312 Mode of payment of fees

All fees and percentages payable in pursuance of this Ordinance or in pursuance of any rules of court made under this Ordinance shall be payable in stamps and the provisions of the Fees (Collection) Ordinance shall apply to fees payable under this Ordinance.

631N

313 Power to alter tables and forms

(1) The Governor may by order alter Table A, the forms in Schedule 1 and prescribed matters contained in other Schedules.

(2) Any such table or form, when altered, shall be published in the Gazette and thenceforth shall have the same force as if it were included in one of the Schedules to this Ordinance, but no alteration made by the Governor in Table A shall affect any company registered before the alteration or repeal as respects that company, any portion of that Table.

631P

314 Designation of capital

Notwithstanding anything to the contrary in this Ordinance contained, the capital of a company may be expressed in a currency other than sterling.

631Q

315 European Economic Community Law

(1) The Governor may make regulations to give effect in Gibraltar to the law of the European Economic Communities relating to any of the matters contained in this Ordinance, or having as its intention the regulation of companies and their affairs.

(2) Regulations made under this section may make provision for the repeal or modification of any provision of this Ordinance where such provision is—

(a) in conflict with;

(b) made unclear by; or

(c) rendered unnecessary by,

a regulation made hereunder.