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

PART IX - Companies Established Outside The Territory

Requirements as to companies established outside the Territory

235A.(l) Every company incorporated outside the Territory which establishes a

place of business within the Territory shall within one month from the

establishment of such place of business, and every such company which before

the coming into outside the operation of this section established a place of

business within the Territory, shall within six months from the coming into

operation of this section file with the Registrar for registration -

(a) a certified copy of the charter, statutes, or Memorandum of

Association and Articles of Association of the company, or

other instrument constituting or defining the constitution of

the company, and, if the instrument is not written in the

English language, a certified translation thereof;

(b) a list of the directors and secretary of the company containing

the particulars mentioned in subsection (2) of this section;

resident in the Territory authorized to accept on behalf of the

company service of process and any notices required to be

served on the company; and in the event of any alterations

being made in any such instrument or in the directors or in

the names or addresses of any such persons as herein

required, the company shall within fifteen days from the date

of such alteration file with the Registrar a notice of the

alteration.

(2) The list referred to in paragraph (b) of subsection (1) of this section shall

contain the following particulars, that is to say -

(a ) with respect to each director -

(i) in the case of an individual, his Christian name and

surname and any former Christian name or surname,

his usual residential address, his nationality and his

business occupation, if any, or if he has no business

but holds any other directorship or directorships,

particulars of that directorship or of those directorships;

and

(ii) in the case of a corporation, its corporate name and

registered or principal office;

(b) with respect to the secretary or, where there are joint

secretaries, with respect to each of them -

(i) in the case of an individual, his present Christian name

and surname, any former Christian name and surname

and his usual residential address; and

(ii) in the case of a corporation or a Scottish firm, its

corporate or firm name and registered or principal

office.

(3) Any process or notice required to be served on the company shall be

sufficiently served if addressed to any person whose name has been so filed as

aforesaid and left at or sent by post to the address which has been so filed.

(4) Every company to which this section applies shall in every year file with

the Registrar such a statement in the form of a Balance Sheet as would, if it were

a company formed and registered under this act and having a share capital, be

required under this Act to be included in the annual summary.

(5) Every company to which this section applies, and which uses the word

"Limited" as part of its name, or whose liability is otherwise limited, shall -

(a) in every prospectus inviting subscriptions for its shares or

debentures in the Territory, state the country in which the

company is incorporated; and

(b) conspicuously exhibit on every place where it carries on

business in the Territory, the name of the company and the

country in which the company is incorporated;

the company is incorporated mentioned in legible characters

in all bill-heads and letter paper, and, in all notices,

advertisements and other official publications of the

company.

(6) If any company to which this section applies fails to comply with any of

the requirements of this section the company, and every officer or agent of the

company, shall be guilty of an offence and shall be liable on summary conviction

to a fine not exceeding two hundred and fifty dollars in the currency of the United

States of America, or, in the case of a continuing offence, twenty-five dollars in

the currency of the United States of America for every day during which the

default continues.

(7) For the purposes of this section -

the expression "certified" means certified by a director or secretary of the

company to be a true copy or a correct translation;

the expression "director" includes any person occupying the position of director,

by whatever name called; and

the expression "prospectus" means prospectus, notice, circular, advertisement or

other invitation offering to the public for subscription or purchase any shares or

debentures of the company.

(8) There shall be paid to the Registrar-

(a) for registering any document as required under paragraph (a)

of subsection (1) of this section a fee of one hundred dollars

in the currency of the United States of America;

(b) for registering any other document required by this section to

be filed with him a fee of ten dollars in the currency of the

United States of America.

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