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18-May-2019 18:33

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Documents to be filed on cessation of business: companies to which Part XIV applies.458.

If a company to which Part XIV applies closes a branch in Gibraltar, it shall forthwith give notice of that fact to the Registrar; and from the date on which notice is so given it shall no longer be obliged to deliver documents to the Registrar in respect of that branch. If a company fails to comply with sections 445 to 453 or section 458, the company and every officer or agent of the company who knowingly authorises or permits the default is liable on summary conviction to a fine not exceeding level 3 on the standard scale, and in the case of a continuing offence, to a daily default fine not exceeding level 1 on the standard scale for continued contravention.

Transitional provisions.488.(1) The following provisions are without prejudice to the operation of sections 32 and 33 of the Interpretation and General Clauses Act (effect of repeals).(2) Except in so far as regulations under section 6 or section 23 make provision for the forms of memorandum or articles of a company, the forms specified in Schedule 1 to the former Companies Act shall have effect as if made by regulations under the section concerned.(3) Until such time as a form of statement in lieu of a prospectus is prescribed under section 20, the form set out in Schedule 2 to the former Companies Act shall have effect as if made by regulations under that section.(4) Companies rules made under the former Companies Act may be revoked or amended by Companies rules made under section 417 but, subject to that, shall continue in force as if made under section 417. The Minister may by regulations make such amendments in any enactment as appear to him to be appropriate in consequence of the provisions of this Act.

Repeals.490.(1) The enactments specified in Schedule 29 are hereby repealed to the extent stated in the Schedule.(2) The repeal of those enactments is subject to any transitional provisions made by or under section 488.1.(1) Subject to the provisions of this Schedule, a company which is registered as limited by shares or by guarantee or by shares and guarantee may be de-registered on being registered as a limited partnership under the Limited Partnerships Act if–(a) a special resolution that it should be so re-registered 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 paragraph and paragraph 2 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 subparagraph (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) for 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 Act and the Limited Partnerships Act as the partnership agreement.(4) The special resolution referred to in subparagraph (1)(a) is subject to section 206 (copy to be forwarded to the Registrar within 30 days).(5) A cancellation of shares in pursuance of this Schedule shall not be deemed to be a reduction of share capital within the meaning of this Act.(6) For the purposes of this paragraph “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 125(1)) of the company.2.(1) An application for the company to be de-registered on registration under the Limited Partnerships Act 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, as follows–(a) it shall be lodged not earlier than the day on which the copy of the special resolution forwarded under section 206 is received by him; and(b) it shall be accompanied by the documents referred to in subparagraph (2) and the prescribed fee.(2) The documents required to be lodged with the Registrar for the purposes of subparagraph (1)(a) are–(a) a printed copy of the memorandum and articles as altered in pursuance of the special resolution for the company to become a limited partnership 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 Act, and(iv) a copy of the statement to be submitted to the Registrar of Limited Partnerships in accordance with section 7A of the Limited Partnerships Act.(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 (Investment and Fiduciary Services) Act,(ii) authorised under the Financial Services (Banking) Act or the Financial Services (Markets in Financial Instruments) Act 2006, or(iii) licensed or authorised in accordance with a Community requirement other than one falling within subparagraph (i) or (ii), evidence of the consent of the competent authority under the relevant legislation to the company de registering under this Act and registering under the Limited Partnerships Act,(d) evidence to the satisfaction of the Registrar that no proceedings for insolvency have been commenced against the company in Gibraltar; and(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 Act or the consent in writing to the de-registration of every registered mortgagee or chargee has been obtained.3.(1) The Registrar shall–(a) retain the application and other documents lodged with him under paragraph 2; and(b) provide to the Registrar of Limited Partnerships appointed under section 13 of the Limited Partnerships Act the document provided for in section 7A of that Act.(2) The Registrar–(a) on being satisfied that the requirements of paragraphs 1 and 2 are satisfied; and(b) having received notice in writing from the Registrar of Limited Partnerships appointed under section 13 of the Limited Partnerships Act that, on receipt of confirmation from the Registrar that the requirements of this Schedule have been met in respect of the body, the body may be registered under section 4 of that Act, shall de-register the body as a company registered under this Act with effect from the date and the time which the Registrar of Limited Partnerships notifies to the Registrar as the date and time at which the registration of the body under section 4 of the Limited Partnerships Act is to take effect.(3) On the date and immediately before the time notified to the Registrar under subparagraph (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 notification given by the Registrar of Limited Partnerships under subparagraph (2) is conclusive evidence that the requirements of this Schedule in respect of de-registration and of matters precedent and incidental to it have been complied with, and that the company was authorised to be de-registered in pursuance of this Schedule and was duly so de-registered.(5) For the avoidance of doubt it is hereby declared that a limited partnership registered under section 4 of the Limited Partnerships Act as a result of the procedures contained in–(a) this Schedule; and(b) section 7A of the Limited Partnerships Act, is on the date and time referred to in subparagraph (2) a continuation of the undertaking of the company de-registered by virtue of the procedures referred to in paragraph (a).1.(1) Subject to the provisions of this Schedule, a limited partnership which is registered as a limited partnership under the Limited Partnership Act may be de-registered on being registered as a company limited by shares or by guarantee if–(a) a special resolution that it should be so re-registered is passed by the general partner of the limited partnership; and(b) the requirements of this paragraph and paragraph 2 are complied with in respect of the resolution and otherwise.(2) The special resolution referred to in subparagraph (1)(a) shall state the capital contributions of the limited partnership and shall provide–(a) that the total amount of the capital of the company from time to time shall not fall below the amount of the capital of the limited partnership at the date of the resolution;(b) for the method of converting participation in the capital of the limited partnership, into shares or membership, as the case may be, specifying which limited partners shall become members and how the general partner shall be treated and the sum contributed to the capital of the company by each partner; and(c) for the making of such alterations in the partnership agreement as are necessary to bring them (in substance and in form) into conformity with the requirements of memorandum and articles of the Company under this Act.(3) The special resolution referred to in subparagraph (1)(a) is subject to section 206 (copy to be forwarded to the Registrar within 30 days).2.(1) An application for the limited partnership to be de-registered on registration as a company under this Act, framed in the prescribed form and signed by a director or by the secretary of the company, shall be lodged with the Registrar, as follows–(a) it shall be lodged not earlier than the day on which the copy of the special resolution forwarded under section 206 is received by him; and(b) it shall be accompanied by the documents referred to in subparagraph (2) and the prescribed fee.(2) The documents required to be lodged with the Registrar for the purposes of subparagraph (1)(a) are–(a) a printed copy of the limited partnership agreement as altered in pursuance of the special resolution to be the memorandum and articles containing–(i) the name of the limited partnership and the firm name under which registration as a company is to be sought,(ii) the proposed principal place of business of the company,(iii) the date on which it is proposed to register under this Act, and(iv) a copy of the statement to be submitted to the Registrar of Limited Partnerships in accordance with section 7A of the Limited Partnerships Act;(b) a certificate of good standing in respect of the limited partnership issued by the Registrar;(c) evidence to the satisfaction of the Registrar that no proceedings for insolvency have been commenced against the limited partnership in Gibraltar; and(d) evidence to the satisfaction of the Registrar that any mortgage or other charge recorded in respect of that limited partnership has been discharged in accordance with the Limited Partnership Act or the consent in writing to the de-registration of every registered mortgagee or chargee has been obtained.3.(1) The Registrar shall–(a) retain the application and other documents lodged with him under paragraph 2; and(b) provide to the Registrar of Limited Partnerships appointed under section 13 of the Limited Partnerships Act the document provided for in section 7A of that Act.(2) The Registrar–(a) on being satisfied that the requirements of paragraphs 1 and 2 are satisfied; and(b) having received notice in writing from the Registrar of Limited Partnerships appointed under section 13 of the Limited Partnerships Act that, on receipt of confirmation from the Registrar that the requirements of this Schedule have been met in respect of the body, the body may be registered as a company under this Act, shall de-register the body as a limited partnership registered under the Limited Partnership Act with effect from the date and the time when the company is registered as a company under this Act.(3) On the date and immediately before the time notified to the Registrar under subparagraph (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 notification given by the Registrar of Limited Partnerships under subparagraph (2) is conclusive evidence that the requirements of this Schedule in respect of de-registration and of matters precedent and incidental to it have been complied with, and that the limited partnership was authorised to be de-registered in pursuance of this Schedule and was duly so de-registered.(5) For the avoidance of doubt it is hereby declared that a company registered under this Act as a result of the procedures contained in this Schedule is on the date and time referred to in subparagraph (2) a continuation of the undertaking of the limited partnership de-registered by virtue of the procedures referred to in paragraph (a).

Prospectuses of foreign companies inviting subscriptions for shares or offering shares for sale.465.(1) Subject to subsection (2), it shall not be lawful for any person–(a) to issue, circulate or distribute in Gibraltar any prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside Gibraltar, whether the company has or has not established, or when formed will or will not establish a place of business in Gibraltar; unless–(i) before the issue, circulation or distribution of the prospectus in Gibraltar a copy thereof certified by the chairman and two other directors of the company as having been approved by resolution of the managing body, has been delivered for registration to the Registrar,(ii) the prospectus states on the face of it that the copy has been so delivered,(iii) the prospectus is dated,(iv) the prospectus otherwise complies with this Part; or(b) to issue to any person in Gibraltar a form of application for shares in or debentures of such a company or intended company, unless the form is issued with a prospectus which complies with this Part.(2) Subsection (1) shall not apply if it is shown that the form of application was issued in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures.(3) This section shall not apply to the issue to debenture holders of a company of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons, but, subject to that, this section shall apply to a prospectus or form of application whether issued on or with reference to the formation of a company or subsequently.(4) Where any document by which any shares in or debentures of a company incorporated outside Gibraltar are offered for sale to the public would, if the company concerned had been a company within the meaning of this Act, have been deemed by virtue of section 82 to be a prospectus issued by the company, that document shall be deemed to be for the purposes of this section, a prospectus issued by the company.(5) An offer of shares or debentures for subscription or sale to any person whose ordinary business or part of whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, shall not be deemed an offer to the public for the purposes of this section.(6) With the exception of the requirements contained in paragraph (a)(i), the provisions of subsection (1) shall not apply to a prospectus or form of application which–(a) is issued in a member State of the European Union is in accordance with the laws of that state regulating the issue of such a prospectus or form of application;(b) is in English or, if not in English, is accompanied by a certified translation into English; and(c) contains or is accompanied by details of the name and address of the competent authority in the member State in which the prospectus or form of application was issued and with which it is registered or by which its issue, circulation or distribution was authorised.(7) In this section and sections 466 and 467 “prospectus”, “shares”, and “debentures” have the same meanings as when used in relation to a company incorporated under this Act.

Penalties relevant to section 465.466.(1) Section 81 shall extend to every prospectus to which section 465 applies.(2) A person who is knowingly responsible for the issue, circulation or distribution of any prospectus, or for the issue of a form of application for shares or debentures, in contravention of the provisions of section 465 is guilty of an offence and shall be liable on summary conviction to a fine at level 5 on the standard scale.

Delivery of accounts and reports: companies to which the Eleventh Company Law Directive applies.460.(1) This section applies to any limited company which–(a) is incorporated outside the United Kingdom and Gibraltar;(b) has a branch in Gibraltar; and(c) is not an institution to which Schedule 25 applies.(2) Schedule 26 (delivery of accounts and reports) shall have effect in relation to any company to which this section applies. Particulars to be delivered to the Registrar: winding up.461.(1) Subject to subsection (5), where a company to which Part XIV applies is being wound up, then, within 14 days from the date on which the winding up begins, the company 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 subparagraph (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) Subject to subsection (5), within 14 days from the date of his appointment, a person appointed to be the liquidator of a company to which Part XIV 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.(3) Subject to subsection (5), the liquidator of a company to which Part XIV 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, and the return shall be delivered within 14 days from the date of the event concerned and shall also give the following particulars–(i) in the case of paragraph (a), the name of the company and the date on which the winding up terminated, and(ii) in the case of paragraph (b), the name of the company and the date on which it ceased to be registered.(4) The obligation to deliver a return under any of subsections (1) to (3) 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).(5) No return is required under any of subsections (1) to (3) in respect of a winding up of an unregistered company.

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Companies: Supplementary Provisions Documents and production of documents.481.(1) In this Part, any reference to a document includes a reference to information recorded in any form.(2) Any power (however expressed) in any provision of this Act to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document–(a) in hard copy form; or(b) in a form from which a hard copy can readily be obtained, and any provision under which a person may take copies of or extracts from a document includes a power to take such copies or extracts from a copy of the document produced as mentioned in paragraph (a) or paragraph (b).

Sending or supplying documents or information.482.(1) Documents or information to be sent or supplied to a company must be sent or supplied in accordance with the provisions of Schedule 6.(2) Documents or information to be sent or supplied by a company must be sent or supplied in accordance with the provisions of Schedule 7.(3) The provisions referred to in subsection (2) apply (and those referred to in subsection (1) do not apply) in relation to documents or information that are to be sent or supplied by one company to another.

Right to hard copy version.483.(1) Where a member of a company or a holder of a company's debentures has received a document or information from the company otherwise than in hard copy form, he is entitled to require the company to send him a version of the document or information in hard copy form.(2) The company must send the document or information in hard copy form within 21 days of receipt of the request from the member or debenture holder.(3) The company may not make a charge for providing the document or information in that form.(4) If a company fails to comply with this section, an offence is committed by the company and every officer of it who is in default.

Change in registration regime.453.(1) Where a company ceases to be a company to which Part XIV applies and, immediately after ceasing to be such a company continues to have in Gibraltar a place of business which it had immediately before ceasing to be such a company, it shall be treated for the purposes of Part XII of this Act as having established the place of business on the date when it ceased to be a company to which Part XIV applies.(2) Where a limited company incorporated outside the United Kingdom and Gibraltar–(a) ceases to have a branch in the United Kingdom; and(b) both immediately before and immediately after ceasing to do so, has a place of business, but not a branch, in Gibraltar,it shall be treated for the purposes of Part XII of the Act as having established the place of business on the date when it ceased to have a branch in the United Kingdom.(3) Sections 454 and 455 (transitional provisions in relation to change in registration regime) shall have effect.

Change in registration regime: transitional provisions.454.(1) This section applies where a company which becomes a company to which Part XIV applies was, immediately before becoming such a company (referred to in this section as the relevant time), a company to which Part XII of this Act applies.(2) The company need not include the particulars specified in section 446(1)(d) in the first return to be delivered under section 445(1) to the Registrar if at the relevant time–(a) it had an established place of business in Gibraltar;(b) it had complied with its obligations under section 432(b); and(c) it had no outstanding obligation to make a return to the Registrar under section 433, so far as concerns any alteration of the kind mentioned in paragraph (b) of that section, and if it states in the return that the particulars have been previously filed in respect of a place of business of the company, giving the company’s registered number.(3) The company shall not be required to deliver the documents mentioned in section 449 with the first return to be delivered under section 445(1) to the Registrar if at the relevant time–(a) it had an established place of business in Gibraltar;(b) it had delivered the documents mentioned in section 432(a) to the Registrar; and(c) it had no outstanding obligation to make a return to the Registrar under section 433 so far as concerns any alteration in any of the documents mentioned in paragraph (a) of that section, and if it states in the return that the documents have been previously filed in respect of a place of business of the company, giving the company’s registered number.

General provisions as to offences Provision with respect to default fines and meaning of “officer in default”.472.(1) Where by any enactment in this Act it is provided that a company and every officer of the company who is in default are liable to a default fine, the company, then, for every day during which the default, refusal or contravention continues, the company and every such officer shall be liable to a fine not exceeding the amount which 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 Act 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 or other officer of the company, who knowingly authorises or permits the default, refusal or contravention mentioned in the enactment. The court imposing any fine under this Act 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 rewarding the person on whose information or at whose suit the fine is recovered, and subject to any such direction all fines under this Act shall be paid into the Consolidated Fund.



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