Part XIV: Particulars to be Delivered to Registrar: Winding Up etc.

334 Particulars to be delivered to the Registrar: winding up

(1) Subject to subsection (8), where a company to which Part XII applies is being wound up, it shall deliver to the Registrar for registration a return in the prescribed form containing the following particulars—

(a) the name of the company;

(b) whether the company is being wound up by an order of a court and, if so, the name and address of the court and the date of the order;

(c) if the company is not being so wound up, as a result of what action the winding up has commenced;

(d) whether the winding up has been instigated by—

(i) the company’s members;

(ii) the company’s creditors; or

(iii) some other person or persons,

and, in the case of (iii) the identity of that person or those persons shall be given; and

(e) the date on which the winding up became or will become effective.

(2) The period allowed for delivery of a return under subsection (1) is 14 days from the date on which the winding up begins.

(3) Subject to subsection (8), a person appointed to be the liquidator of a company to which Part XII applies, shall deliver to the Registrar for registration a return in the prescribed form containing the following particulars—

(a) his name and address,

(b) the date of his appointment, and

(c) a description of such of his powers, if any, as are derived otherwise than from the general law or the company’s constitution.

(4) The period allowed for delivery of a return under subsection (3) is 14 days from the date of the liquidator’s appointment.

(5) Subject to subsection (8), the liquidator of a company to which Part XII applies, shall deliver to the Registrar for registration a return in the prescribed form upon the occurrence of the following events—

(a) the termination of the winding up of the company, and

(b) the company ceasing to be registered, in circumstances where ceasing to be registered is an event of legal significance:

provided that the following particulars shall be given—

(i) in the case of sub-paragraph (a), the name of the company and the date on which the winding up terminated; and

(ii) in the case of sub-paragraph (b), the name of the company and the date on which the company ceased to be registered.

(6) The period allowed for delivery of a return under subsection (5) is 14 days from the date of the event concerned.

(7) The obligation to deliver a return under subsections (1), (3) or (5) shall apply in respect of each branch which the company has in Gibraltar, (though where the company has more than one branch in Gibraltar, a return which gives the branch numbers of two or more such branches is to be regarded as a return in respect of each branch whose number is given).

(8) No return is required under subsections (1), (3) or (5) in respect of a winding up under Part VIII of the Ordinance.

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

(1) Where a company to which Part XII applies becomes subject to any of the following proceedings (other than proceedings for the winding up of the company), that is to say, insolvency proceedings or an arrangement or composition or any analogous proceedings, it shall deliver to the Registrar for registration in the prescribed form, a return containing the following particulars—

(a) the name of the company,

(b) whether the proceedings are by order of a court and, if so, the name and address of the court and the date of the order,—

(c) if the proceedings are not by order of a court as a result of what action the proceedings have been commenced;

(d) whether the proceedings have been instigated by—

(i) the company’s members;

(ii) the company’s creditors, or

(iii) some other person or persons,

and in the case of (iii), the identity of that person or those persons shall be given; and

(e) the date on which the proceedings became or will become effective.

(2) Where a company to which Part XII applies ceases to be subject to any of the proceedings mentioned in subsection (1), it shall deliver to the Registrar for registration a  return containing the following particulars—

(a) the name of the company, and

(b) the date on which it ceased to be subject to the proceedings.

(3) The period allowed for delivery of a return under subsection (1) or (2) is 14 days from the date on which the company becomes subject or, as the case may be, ceases to be subject to the proceedings concerned.

(4) The obligation to deliver a return under this section shall apply in respect of each branch which the company has in Gibraltar (though where the company has more than one branch in Gibraltar, a return which gives the branch number of two or more such branches is to be regarded as a return in respect of each branch whose number is given).

336 Penalty for non-compliance

(1) If a company fails to comply with section 334(1) or 335(1) or (2) within the period allowed for compliance, it, and every person who immediately before the end of that period was a director of it, is guilty of an offence and liable on summary conviction to a fine not exceeding level 4 on the standard scale and, for continued contravention, to a daily default fine not exceeding level 1 on the standard scale.

(2) If a liquidator fails to comply with section 334(3) or (5) within the period allowed for compliance, he is guilty of an offence and liable on summary conviction to a fine not exceeding level 4 on the standard scale and, for continued contravention, to a daily default fine not exceeding level 1 on the standard scale.

(3) It is a defence for a person charged with an offence under this section to prove that he took all reasonable steps for securing compliance with the requirements concerned.

337 Disclosure of branches

(1) A director’s report prepared in accordance with regulation 10 of the Companies (Accounts) Regulations 1995 shall contain an indication of the existence of branches of the company outside Gibraltar.

(2) Subsection (1) shall not apply in relation to an unlimited company.

(3) The directors of a company need not comply with this section in preparing a director’s report for a financial year of the company commencing before the 1st day of July, 1997.

338 Transitional provisions

Schedule 13 (Transitional provisions) shall have effect.

339 Consequential amendments

The provisions of Schedule 14 (Consequential amendments) shall have effect.