:: JURIS MAGISTER Servicios Corporativos Internacionales - Libreria Jurídica - Sociedades Offshore - Fideicomisos

PART XI - Miscellaneous

Interpretation

238. In this Part unless the context otherwise requires -

"assets" means the gross assets of the company as shown in the Balance

Sheet of the company if any has been prepared on the basis of normal

accounting principles as at the 31st day of December next preceding the

licence date or if none has been so prepared then the gross assets of the

company which would be shown in a Balance Sheet prepared on such

basis and as at such date but always excluding from such assets the assets

of the company in the Territory;

"assets in the Territory" means all assets which are physically situate in the

Territory, vessels and aircraft registered in the Territory, shares in any

company incorporated in the Territory and chooses in action which by law

are deemed situate in the Territory;

"resident company" means a company which during the year ending on

the 31st day of December last preceding the licence date -

(a) has availed itself of the provisions of any Income Tax

(Double Taxation Relief) Order in Council made by the

Government of the United Kingdom and applicable to the

Territory implementing the terms of any Double Taxation

Relief agreement entered into between the Government of the

United Kingdom and the Government of any other country

and for this purpose a company shall be taken to have availed

itself of the provisions of such an Order if it shall have been

entitled to pay or shall have paid any dividend or interest free

of any tax which would have been imposed on such dividend

or interest if such an Order had not been made;

(b) is a company the affairs of which were controlled and

managed in the Territory at any time during such year other

than during the thirty days next following its incorporation

and without limiting the generality of the foregoing definition

the affairs of the company shall be deemed to be so controlled

and managed wherever on or after the effective date of this act

more than half the members of the Board of Directors are

resident in the Territory; or

such year and which on or before the licence date shall have

notified the Registrar in the prescribed manner that it desires

to be classified as resident;

"non-resident company" means any company which is not a resident

company;

"licence date" means 30th April in any year.

Licence fee

239. Every company incorporated under the provision of this Act and every

company registered to do business in the Territory under the provisions of Part

IX shall on or before the licence date make a return to the Registrar in the

prescribed form and shall on the licence date pay to the Registrar an annual

licence fee in respect of the twelve months immediately following the licence date

as follows: -

For non resident companies $ 250.00

For resident companies whose assets do not exceed $10,000 $25.00

exceed $10,000 but do not exceed $50,000 $50.00

exceed $50,000 but do not exceed $100,000 $100.00

exceed $100,000 but do not exceed $200,000 $200.00

exceed $200,000 but do not exceed $300,00 $300.00

exceed $300,000 but do not exceed $400,000 $400.00

exceed $400,000 but do not exceed $500,000 $500.00

exceed $500,000 but do not exceed $600,000 $600.00

exceed $600,000 but do not exceed $700,000 $700.00

exceed $700,000 but do not exceed $800,000 $800.00

exceed $800,000 but do not exceed $900,000 $900.00

exceed $900,000 but do not exceed $1,500,000 $ 1,000.00

exceed $1,500,000 but do not exceed $2,000,000 $1,500.00

exceed $2,000,000 but do not exceed $2,500,000 $ 2,000.00

exceed $2,500,000 but do not exceed $3,000,000 $ 2,500.00

exceed $3,000,000 but do not exceed $3,500,000 $ 3,000.00

exceed $3,500,000 but do not exceed $4,000,000 $ 3,500.00

exceed $4,000,000 but do not exceed $5,000,000 $ 5,000.00

exceed $5,000,000 but do not exceed $6,000,000 $ 6,000.00

exceed $6,000,000 but do not exceed $7,000,000 $ 7,000.00

exceed $7,000,000 but do not exceed $8,000,000 $ 8,000.00

exceed $8,000,000 but do not exceed $9,000,000 $ 9,000.00

exceed $9,000,000 $10,000.00

Provided that were any company has failed to pay the licence fee due on or before

the 31st day of July next following the licence date the licence fee due and

payable for such company shall be 110% of the amounts stated above, if such fee

is paid between the 31st day of July and the 31st day of October next following

the licence date, and shall be 150% of the amounts stated above if such licence fee

is paid between the 31st day of December next following the licence date.

(Note - up to 31st December 1981 the fee was abated by such sum as the

company shall have paid in the twelve months immediately preceding the due

date in respect of any licence under the Trade Licensing Act, 1963 or the Banking

Act, 1972).

Striking off for failure to pay fee

240.(1) If a company in any year fails to pay its annual licence fee by the

3lst December, the Registrar shall forthwith strike the name of the company off

the register and in the case of a company registered under Part IX, shall cancel its

registration.

(2) Where the name of a company has been struck off the register or where its

registration has been cancelled for non-payment of the annual licence fee, the

Registrar may, upon application made to him and subject to payment of the fees

set forth in subsection (3), restore the name of the company to the register; and,

where the name of a company is so restored, it shall be deemed never to have

been struck off the register.

(3) The fees payable upon any application to the Registrar under subsection (2)

are as follows:

(a) all fees payable in terms of section 239; and

(b) if the application for restoration of the name of the company

is made.

(i) within 6 months of the date on which the name of the

company was struck off $250.00

(ii) later than 6 months after that date $500.00

(4) For the avoidance of doubt it is hereby stated that

(a) the fees referred to in paragraph (a) of subsection (3) are the

unpaid annual licence fees payable by the company in respect

of each year prior to the year of restoration of its name to the

(b) the fees specified in paragraph (b) of the subsection are the

fees that are payable in respect of the application for

restoration of the company's name to the register.

Regulations

241. The Governor may make such regulations as he may deem necessary or

expedient for the better carrying out, administration and enforcement of this Part

of the Act.

FIRST SCHEDULE

Ss. 39, 40, 89, 91, 224, 236

TABLE A

Regulations For Management Of A Company Limited By

Shares

1) If several persons are registered as joint holders of any share, any one of

such persons may give effectual receipts for any dividend payable in respect of

such share.

2) Every member shall, on payment of twenty-four cents, or such less sum as

the company in general meeting may prescribe, be entitled to a certificate, under

the common seal of the company, specifying the share or shares held by him,

and the amount paid up thereon.

3) If such certificate is worn out or lost, it may be renewed on payment of

twenty-four cents, or such less sum as the company in general meeting may

prescribe.

Calls On Shares

4) The directors may, from time to time, make such calls upon the members

in respect of all moneys unpaid on their shares as they think fit, provided that

twenty-one days notice at least is given of each call, and each member shall be

liable to pay the amount of calls so made to the persons, and at the times and

places, appointed by the directors.

5) A call shall be deemed to have been made at the time when the resolution

of the directors authorizing such call was passed.

6) If the call payable in respect of any shares is not paid before or on the day

appointed for payment thereof, the holder for the time being of such share shall

be liable to pay interest for the same at the rate of six per cent per annum from the

day appointed for the payment thereof to the time of the actual payment.

7) The directors may, if they think fit, receive from any member willing to

advance the same, all or any part of the moneys due upon the shares held by him

beyond the sums actually called for; and upon the moneys so paid in advance, or

so much thereof as from time to time exceeds the amount of the calls then made

upon the shares in respect of which such advance has been made, the company

may pay interest at such rate as the member paying such sum in advance and the

directors agree upon.

Transfer Of Shares

8) The instrument of transfer of any share in the company shall be executed

both by the transferor and transferee and the transferor shall be deemed to remain

a holder of such share until the name of the transferee is entered in the register

book in respect thereof.

9) Shares in the company shall be transferred in the following form -

I, A.B., of, in consideration of the sum of dollars, paid to

me by C.D., of , do hereby transfer to the said C.D. the share (or

shares) numbered standing in my name in the books of the

company, to hold unto the said C.D., his executors, administrators,

and assigns, subject to the several conditions on which I held the same at the time

of the execution hereof; and I, the said C.D., do hereby agree to take the said

share (or shares) subject to the same conditions. As witness our hands the

day of .

10) The company may decline to register any transfer of shares made by a

member who is indebted to them.

11) The transfer books shall be closed during the fourteen days immediately

preceding the ordinary general meeting in each year.

Transmission Of Shares

12) The executors or administrators of a deceased member shall be the only

persons recognized by the company as having any title to his share.

13) Any person becoming entitled to a share in consequence of the death or

bankruptcy of any member may be registered as a member upon such evidence

being produced as may, from time to time, be required by the company.

14) Any person who has become entitled to a share in consequence of the

death or bankruptcy of any member may, instead of being registered himself,

elect to have some person named by him registered as a transferee of such share.

15) The person so becoming entitled shall testify such election by executing to

his nominee an instrument of transfer of such share.

16) The instrument of transfer shall be presented to the company, accompanied

with such evidence as the directors may require to prove the title of the transferor,

and thereupon the company shall register the transferee as a member.

Forfeiture Of Shares

17) If any member fails to pay any call on the day appointed for payment

thereof, the directors may, at any time thereafter, during such time as the call

remains unpaid, serve a notice on him, requiring him to pay such call, together

with interest and any expenses that may have accrued by reason of such

non-payment.

18) The notice shall name a further day on or before which such call, and all

interest and expenses that have accrued by reason of such nonpayment, are to be

paid; and shall also name the place where payment is to be made (the place so

named being either the registered office of the company, or some other place at

which calls of the company are usually made payable). The notice shall also state

that, in the event of non-payment at or before the time and at the place appointed,

the shares in respect of which such call was made will be liable to be forfeited.

19) If the requisitions of any such notice as aforesaid are not complied with,

any share in respect of which such notice has been given may, at any time

thereafter before the payment of all calls, interest and expenses due in respect

thereof has been made, be forfeited by a resolution of the directors to that effect.

20) Any share so forfeited shall be deemed to be the property of the company

and may be disposed of in such manner as the company in general meeting

thinks fit.

21) Any member whose shares have been forfeited shall notwithstanding, be

liable to pay the company all calls owing upon such shares at the time of the

forfeiture.

22) A statutory declaration in writing that the call in respect of a share was

made and notice thereof given, and that default in payment of the call was made,

and that the forfeiture of the share was made by a resolution of the directors to

that effect, shall be sufficient evidence of the facts therein stated, as against all

persons entitled to such share; and such declaration and the receipt of the

company for the price of such share, shall constitute a good title to such share,

and a certificate of proprietorship shall be delivered to a purchaser, and thereupon

he shall be deemed the holder of such share discharged from all calls due prior to

such purchase, and he shall not be bound to see to the application of the purchase

money, nor shall his title to such share be affected by any irregularity in the

proceedings in reference to such sale.

Conversion Of Shares Into Stock

23) The directors may, with the sanction of the company previously given in

general meeting, convert any paid up shares into stock.

24) When any shares have been converted into stock, the several holders of

such stock may thenceforth transfer their respective interests therein or any part

of such interests, in the same manner and subject to the same regulations as and

subject to which any shares in the capital of the company may be transferred, or

as near thereto as circumstances admit.

25) The several holders of stock shall be entitled to participate in the dividends

and profits of the company according to the amount of their respective interests in

such stock and such interests shall, in proportion to the amount thereof, confer on

the holders thereof respectively the same privileges and advantages for the

purpose of voting at meetings of the company, and for other purposes, as would

have been conferred by shares of equal amount in the capital of the company; but

so that none of such privileges or advantages, except the participation in the

dividends and profits of the company, shall be conferred by any such aliquot part

of consolidated stock as would not, if existing in shares, have conferred such

privileges or advantages.

Increase In Capital

26) The directors may, with the sanction of a special resolution of the company

previously given in general meeting increase its capital by the issue of new

shares, such aggregate increase to be of such amount, and to be divided into

shares of such respective amounts, as the company in general meeting directs, or

if no direction is given, as the directors think expedient.

Edificio Torre Europa, Paseo de la Castellana 95, Planta 15-A - 28046 Madrid, Spain

Tel: +34 91 418-69-11 Fax:+34 91 418-69-99 - Email: info@sociedadesoffshore.com