TURKS AND CAICOS ISLANDS COMP ANIES (AMENDMENT) ORDINANCE 2017 ARRANGEMENT OF SECTIONS

Transcription

1 TURKS AND CAICOS ISLANDS COMP ANIES (AMENDMENT) ORDINANCE 2017 ARRANGEMENT OF SECTIONS SECT10N 1. Short title and commencement 2. Interpretation 3. Section 2 amended 4. Section 12 amended 5. Section 20 amended 6. Section 38 amended 7. Section 41 amended 8. Section 44 amended 9. Section 88 amended 10. Section 101 amended II. Section 109 amended 12. Section 120 amended 13. Section 135 amended 14. Section 146 amended 15. Section 147 amended 16. Section 148 amended 17. Section 150 amended 18. Section lsi amended 19. Section 158 amended 20. Section 159 amended 21. Section 160 amended 22. Section 171 amended 23. Section 173 amended 24. Section 174 amended 25. Section 177 amended 26. Section 178 amended 27. Section I 83 amended 28. Section 197 amended 29. Section 198 amended 30. Section 200 amended 31. Section 211 amended 32. Section 217 amended

2 33. Section 220 amended 34. Section 228 amended 35. Section 252 amended 36. Section 253 amended 37. Section 254 amended 38. Section 255 amended 39. Section 256 amended 40. Section 266 amended 41. Section 276 amended 42. Section 285 amended 43. Section 291 amended 44. Section 297 amended 45. Sections 299A and 299B inserted 46. Section 303 amended 47. Section 308 amended 48. Section 309 amended 2

3 TURKS AND CAICOS ISLANDS COMPANIES (AMENDMENT) ORDINANCE 2017 (Ordinance 21 of 2017) I assent. JO-:2..- Dr John Freeman Governor Dated this (f'l ~ay of December AN ORDINANCE TO AMEND THE COMPANIES ORDINANCE 2017 AND FOR CONNECTED PURPOSES. ENACTED by the Legislature of the Turks and Caicos Islands. Short title and commencement 1. This Ordinance may be cited as the Companies (Amendment) Ordinance 2017 and shall come into force on such day as the Governor may appoint by Notice published in the Gazette. Interpretation 2. In this Ordinance, "principal Ordinance" means the Companies Ordinance Section 2 amended 3. Section 2 of the principal Ordinance is amended (a) in the definition of "group" by inserting after the semi-colon at the end of paragraph (c), the word "or"; (b) in the definition of "Register of Charges", by deleting "Register of Charges" in both places it 3

4 occurs and substituting "Register of Registered Charges"; (c) in the definition of "restated articles of incorporation", by inserting after "amendments made", the words "or deemed to have been made". Section 10 amended 3A. Section 10 of the principal Ordinance is amended by redesignating subsection (5) as subsection (3)". Section 12 amended 4. Section 12 of the principal Ordinance is amended (a) in subsection (1), by deleting "company limited by shares" and inserting "company" ; and (b) by inserting after subsection (4) the following subsection Section 20 amended "(5) A company that contravenes subsection (3) commits and offence and is liable on summary conviction to a fine of $20,000.". 5. Section 20(2)(b) of the principal Ordinance is amended by inserting at the beginning of the paragraph, the words "an amendment". Section 34 amended SA. Section 34(3) of the principal Ordinance is amended by deleting the words "protected cell company" and substituting "PCC". Section 38 amended 6. Section 38 of the principal Ordinance is amended (a) in subsection (1), by deleting "reserve a name for use by a company" and substituting "to reserve a name for use by a company or a foreign company"; (b) in subsection (2) (i) in paragraph (a), by deleting "or" after the semi colon; 4

5 (ii) in paragraph (b), by deleting the full stop at the end of the paragraph and substituting a semi colon; and (iii) by inserting the following paragraphs after paragraph (b) " (c) by, or on behalf of, a foreign company intending to apply to continue under this Ordinance; or (d) by, or on behalf of, a foreign company intending to register under Part XVI or to register under an alternate name."; (c) in subsection (3), by inserting after "under this Part", the words "or a foreign company could be registered under Part XVI"; (d) by inserting after subsection (4), the following subsection Section 41 amended "(5) The Registrar shall not incorporate a company under a name, register a change of name of a company or register a foreign company under an alternate name unless the name has been reserved under this section and the reservation has not expired.". 7. Section 41 (b) of the principal Ordinance is amended by inserting before "dissolved", the words "struck off or". Section 44 amended 8. Section 44 of the principal Ordinance is amended by deleting subsection (5). Section 88 amended 9. Section 88(3)(b) of the principal Ordinance is amended by deleting "form" and substituting "from". Section 101 amended 10. Section 101 is amended (a) in subsection (2) (c), by inserting the words "the power" at the beginning of the paragraph; and (b) in subsection (4) (a), by deleting the word "that" after the word "power". 5

6 Section 109 amended 11. Section 109 of the principal Ordinance is amended (a) in paragraph (b), by deleting "and" at the end of the paragraph after the semi colon; and (b) in paragraph (c), by deleting "or" at the end of the paragraph after the semi colon and substituting "and". Section 120 amended 12. Section 120(2) of the principal Ordinance is amended by deleting "a matters" and substituting "any matters". Section 126 amended 12A.Section 126(1) of the principal Ordinance is amended by deleting "article" and substituting "articles". Section 126 amended 12B.Section 130 of the principal Ordinance is amended by redesignating the second subsection (4) as (7) and the second subsection (5) as subsection (8)." Section 135 amended 13. Section 135(3) of the principal Ordinance is amended by deleting "the registered agent of the" and substituting the words "its registered agent". Section 146 amended 14. Section 146 of the principal Ordinance is amended in paragraphs (d) and (e), by deleting "absolute and unconditional legal". Section 147 repealed 15. The principal Ordinance is amended by repealing section 147. Section 148 amended 16. Section 148 of the principal Ordinance is amended (a) by deleting "Subject to subsection (2), "a" and substituting "A"; and (b) in paragraph (b)(vi), by deleting "or foreign company registered under Part XVl.". 6

7 Section 150 amended 17. Section 150(4) of the principal Ordinance is amended by deleting "or a foreign company registered under Part XVI". Section 151 amended 18. Section 151 of the principal Ordinance is amended by inserting after subsection (3) the following subsection "(4) A person who contravenes this section commits and offence and is liable on summary conviction to a fine of $20,000.". Section 158 amended 19. Section 158(1) of the principal Ordinance is amended by deleting paragraph (c) and substituting the following paragraph "(c) information concerning (i) Section 159 amended a request made to the Commission under section 159( 1) for disclosure of information, including that fact that a request has been made; (ii) a disclosure of information made In accordance with section 159( I). "(2) For the purposes of subsection (3), a relevant disclosure is a disclosure of protected information made in accordance with subsection (I). 20. Section 159 of the principal Ordinance is amended by repealing subsections (2) and (3) and substituting the following subsections if (3) Subject to subsection (4), a person commits an offence (a) he knows or suspects that a request for a relevant disclosure is being or has been made or that a relevant disclosure is being or has been made; (b) he discloses the fact that a relevant disclosure is being or has been requested or that a relevant disclosure is being or has been made; and (c) his disclosure in paragraph (b) is likely to frustrate or prejudice the purpose for which the request for a relevant disclosure, or the relevant disclosure, is being or was made. 7

8 (4) It is not an offence for a person to make a disclosure to a professional legal adviser for the purposes of legal advice or for a professional legal adviser to make a disclosure (a) to, or to a representative of, a client of his in connection with the giving by the legal adviser of legal advice to the client; or (b) to any person (i) in contemplation of, or in connection with, legal proceedings; and (ii) for the purpose of those proceedings. (5) Subsection (4) does not apply to a disclosure made with the intention of furthering any criminal purpose. (6) In proceedings against a person for an offence under subsection (3), it is a defence to prove that the person did not know or suspect that the disclosure was likely to frustrate or prejudice the purpose for which the request for a relevant disclosure, or the relevant disclosure, is being or was made. (7) A person who contravenes subsection (3) commits an offence and is liable on summary conviction to a fine of $50,000.". Section 160 amended 21. Section 160(2) of the principal Ordinance is amended by deleting paragraph (a) and substituting the following paragraph "(a) a person is a beneficial owner of a company;". Section 165 amended 21A.Section 165(4) of the principal Ordinance is amended by deleting "subsection (3)" and substituting' subsection (2)"." Section 168 amended 21B.Section 168(1) of the principal; Ordinance is amended by deleting 'subsection (3)" and substituting "subsection (2)"." Section 171 amended 22. Section 171 of the principal Ordinance is amended in the definition of "cell", by deleting "Ordinance" and substituting the word "Part". 8

9 Section 173 amended 23. Section 173(2) of the principal Ordinance is amended by deleting the word "register". Section 174 amended 24. Section 174 of the principal Ordinance is amended (a) in subsection (1), by deleting "Commission may" and substituting "Commission"; (b) in subsection (2)(a), by deleting "company as" and substituting "company". Section 177 amended 25. Section 177 of the principal Ordinance is amended by deleting subsections (5) and (6). Section 178 amended 26. Section 178 of the principal Ordinance is amended by deleting subsection (4). Section 183 amended 27. Section 183 of the principal Ordinance is amended in subsections (3), (4) and (5) by deleting "memorandum" and substituting the word "articles". Section 197 amended 28. Section 197 of the principal Ordinance is amended by deleting subsection (7). Section 198 amended 29. Section 198 of the principal Ordinance is amended (a) in subsection (6), by deleting "The protected" and substituting "the protected"; (b) by deleting the designation (6) before subsection (6) and incorporating the text into subsection (5); and (c) by re-designating subsection (7) as subsection (6), subsection (8) as subsection (7) and subsection (9) as subsection (8). Section 200 amended 30. Section 200 of the principal Ordinance is amended 9

10 (a) in subsection (l)(b), by deleting "Ordinance" and substituting the word "Part"; and (b) in subsection (2), by deleting "this Ordinance" and substituting "this Part". Section 211 amended 31. Section 211 of the principal Ordinance is amended by inserting after subsection (5) the following subsection "(6) Where the Registrar issues a certificate of dissolution under subsection (5), the dissolution of the company is effective from the date of the issue of the certificate.". Section 217 amended 32. Section 217(5) of the principal Ordinance is amended by deleting "section 212" in each place that the words occur and substituting "section 210". Section 220 amended 33. Section 220 of the principal Ordinance is amended (a) in subsection (l)(b), by deleting "subsections (2) and (3)" and substituting "subsections (3), (4) and (5)"; and (b) in subsection (4), by deleting paragraph (b). Section 222 amended 33A.Section 222(l)(d) of the principal Ordinance is amended by deleting "becomes" and substituting "become". Section 228 amended 34. Section 228 of the principal Ordinance is amended by deleting the words "an order" after the word "including". Section 252 amended 35. Section 252(1) of the principal Ordinance is amended by deleting "Commission" and substituting the words "the Official Assignee". Section 253 amended 36. Section 253 of the principal Ordinance is amended in subsections (I), (3) and (4) by deleting "the Commission" and substituting the words "the Official Assignee". 10

11 Section 254 amended 37. Section 254 of the principal Ordinance is amended (a) in subsection (1), by deleting the words "appointed under Division 1 "; and (b) in subsection (2), by deleting "the Commission" and substituting the words "the Official Assignee". Section 255 amended 38. Section 255(3)(b) of the principal Ordinance is amended by deleting "liquidator under Division 1" and substituting the words "voluntary liquidator". Section 256 amended 39. Section 256( 1) of the principal Ordinance is amended (a) by inserting after paragraph (b), the following paragraph "(c) the company fails to comply with its obligations under section 157 or the Regulations to provide beneficial ownership information to the Commission"; and (b) by redesignating the existing paragraphs (c), (d) and (e) as paragraphs (d), (e) and (f) respectively. Section 266 amended 40. Section 266(4) of the principal Ordinance is amended by deleting "Permanent Financial Secretary" and substituting the words "Permanent Secretary, Finance". Section 276 amended 41. Section 276(1) of the principal Ordinance is amended by inserting after "file a notice" the words "in the approved form". Section 285 amended 42. Section 285(4) of the principal Ordinance is amended by deleting "and offence" and substituting the words "an offence". Section 289 amended 42A.Section 289( 1)(b) of the principal Ordinance is amended by deleting "Assistance" and substituting "one or more Assistant". 11

12 Section 291 amended 43. Section 291 (2) of the principal Ordinance is amended by deleting "Internet site" and substituting the word "website". Section 297 amended 44. Section 297(6) of the principal Ordinance is amended by deleting "licensee" and substituting the words "company or foreign company". Sections 299A and 299B inserted 45. The principal Ordinance is amended by inserting after section 299, the following sections "Disclosure of confidential information 299A. (1) Notwithstanding the Confidential Relationships Ordinance (Cap ), the registered agent of a company may, in the normal course of business or with the express or implied consent of the company, disclose confidential information relating to the company to any person. (2) The Confidential Relationships Ordinance does not apply to the seeking, disclosing or obtaining of confidential information made in accordance with a direction of the Court under section 299B. (3) In this section and section 299B, "confidential information" has the meaning specified in the Confidential Relationships Ordinance. Directions regarding the giving of confidential information in evidence 299B. (1) If a person intends or is required to give evidence in, or in connection with, any proceeding being tried, inquired into or determined by any court, tribunal or other authority, whether within or outside the Islands, and the evidence consists of or contains any confidential information, unless the company has given its express consent to the person giving the evidence, the person shall apply for directions in accordance with this section before giving the evidence. (2) An application for directions under subsection (1) shall be made to, and be heard and determined by, a Judge of the Supreme Court sitting in camera. (3) Notice of an application under subsection (1) shall be served on the Attorney General and, if the Judge so orders, to any 12

13 person who is a party to the proceedings relating to the application being made. (4) The Attorney General may appear as amicus curiae at the hearing of an application under this section and any party on whom notice has been served under subsection (3) is entitled to be heard with respect to the appl ication, either personally or by an Attorney. (5) On hearing an application under this section, the Court shall direct (a) that the evidence be given; (b) that some or all of the evidence shall not be given; or (c) that the evidence be given subject to such conditions as the Judge may specify to safeguard the confidentiality of the information. (6) In this section "Attorney" has the meaning specified in the Legal Profession Ordinance (Cap. 2.10); "give in evidence" means make a statement, produce a document by way of discovery, answer an interrogatory or testify during or for the purposes of any proceeding; and "proceeding" includes a preliminary or interlocutory matter leading to or arising out of a proceeding.". Section 300 amended 45A. Section 300(2) of the principal Ordinance is amended (a) In paragraph (c), by deleting the full stop at the end of the paragraph and substituting a semicolon."; and (b) In paragraph (d), by deleting the semi-colon at the end of the paragraph and substituting a full stop." Section 303 amended 46. Section 303(2)(a) of the principal Ordinance is amended by deleting "Internet site" and substituting the word "website". Section 308 amended 47. Section 308(4) of the principal Ordinance is repealed and the following subsection substituted 13

14 "(4) Notwithstanding section 23(2) of the Interpretation Ordinance, where (a) an order is annulled under subsection (3) or is not laid before the House of Assembly in accordance with subsection (2); and (b) that order amended or revoked an order that was in operation immediately before the first mentioned order came into operation, the annulment or failure to comply with subsection (2) revives the previous order on and after the day of the annulment or, in the case of failure to comply with subsection (2), on and after the day next following the day that the meeting of the House of Assembly referred to in subsection (2) is concluded." Section 309 amended 48. Section 309 of the principal Ordinance is amended (a) in subsection (1), by deleting "The following enactments" and substituting "Subject to subsection (2), the following enactments"; (b) by inserting after subsection (1) the following subsection "(2) The following provisions of the Companies Ordinance (Cap ) are repealed on the date specified in Schedule 1 (a) section 4; (b) section 100; (c) section 210; (d) section 232; (e) section 246; (j) section 246( I) to (7); and (g) section 249(1). (c) by re-designating the existing subsection (2) as subsection (3). 14

15 PASSED by the House ofassembly this,8.;1\ day ofdecember ~~......~... Tracey I. Parker Clerk to House of Assembly Dwayne Taylor Speaker