{"kind":"expression","expression":{"expr_id":"636","doc_id":"636","label":"2025 Revision","is_as_enacted":"f","commenced_on":"2025-01-30","superseded_on":null,"valid_from":"2025-01-30","valid_to":null,"is_current":"t","incorporating":null,"akn_expr_iri":"\/akn\/ky\/act\/2017\/29\/eng@2025-01-30","akn_envelope":"{\"_canary\": {\"iri\": {\"work\": \"\/akn\/ky\/act\/2017\/29\", \"expression\": \"\/akn\/ky\/act\/2017\/29\/eng@2025-01-30\", \"manifestation\": \"\/akn\/ky\/act\/2017\/29\/eng@2025-01-30.pdf\"}, \"pdf\": {\"md5\": \"9969e3dd64ed31d00660605554163e38\", \"path\": \"\/Users\/q\/kyleg-data\/working\/PRINCIPAL\/2017\/2017-0029\/2017-0029_2025 Revision.pdf\", \"pages\": 36, \"filename\": \"2017-0029_2025 Revision.pdf\"}, \"errors\": [], \"extraction\": {\"model\": null, \"stats\": {\"word_count\": 9365, \"paragraph_count\": 24, \"text_char_count\": 59309}, \"usage\": null, \"method\": \"pymupdf-text\", \"version\": \"kyleg-akn-1.0\", \"extracted_at\": \"2026-06-22\"}, \"classification\": \"text_layer\", \"validation_flags\": [], \"docai_processor_id\": null}, \"akomaNtoso\": {\"act\": {\"body\": [{\"eId\": \"sec_n1\", \"num\": null, \"text\": \"Foundation Companies Act (2025 Revision) 13. 14. 15. 16. 17. PART 5 - THE GRAND COURT\u2019S FUNCTIONS 18. 19. 20. 21. PART 6 - MISCELLANEOUS 22. 23. SCHEDULE 1 THE COMPANIES ACT (2025 Revision) APPLICABLE TO FOUNDATION COMPANIES SCHEDULE 2 MODEL CONSTITUTION ENDNOTES Foundation Companies Act (2025 Revision) (2025 Revision) PART 1 - PRELIMINARY\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_1\", \"num\": \"1.\", \"text\": \"Short title and commencement 1. This Act may be cited as the Foundation Companies Act (2025 Revision).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_2\", \"num\": \"2.\", \"text\": \"Definitions 2. (1) In this Act \u2014 \u201carticles\u201d means articles of association; \u201cbeneficiary\u201d, for a foundation company, means a person who will or may benefit from the foundation company carrying out its objects; \u201cbylaws\u201d, for a foundation company, means its bylaws made under section 12; \u201cCompanies Act\u201d means the Companies Act (2025 Revision); \u201cCompanies Act applicable to foundation companies\u201d means the Companies Act applicable to foundation companies under section 3(2); \u201cconstitution\u201d means the memorandum and articles of a foundation company, but not its bylaws; \u201cCourt\u201d means the Grand Court; \u201cfoundation company\u201d means a company declared under section 5 to be a foundation company; \u201cfoundation company requirements\u201d is defined in section 4(1); Foundation Companies Act (2025 Revision) \u201cinterested person\u201d, for a foundation company, means \u2014 (a) any of its members or supervisors; (b) someone who has the right to be a member or supervisor of the foundation company; and (c) someone declared under its constitution to be an interested person; \u201cmemorandum\u201d means memorandum of association; \u201cnotice\u201d means a notice in writing; \u201cqualified person\u201d, for a company or foundation company, means a person who is licensed or permitted by the Companies Management Act (2025 Revision) to provide company management services in the Islands; \u201csupervisor\u201d, for a foundation company, means a person, other than a member, who under the foundation company\u2019s constitution has an unconditional right to attend and vote at general meetings, whether or not the person has supervisory powers or duties. (2) A term used in this Act that is not defined in subsection (1) has the same meaning that it has in the Companies Act.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_3\", \"num\": \"3.\", \"text\": \"Application of this Act 3. (1) This Act applies to a company if it is declared by the Registrar to be a foundation company under section 5. (2) Except insofar as it is inconsistent with this Act, the Companies Act applies to a foundation company with the changes described in Schedule 1. (3) Other than as provided for under Part 2, nothing in this Act affects, directly or by implication, a company that is not a foundation company. (4) Sections 92 and 93 of the Trusts Act (2021 Revision) (which deny heirship rights to the property of a living person) are of general application, and apply to property contributed to foundation companies and other companies. (5)  The Beneficial Ownership Transparency Act, 2023 [Act 13 of 2024] applies to a foundation company under this Act. PART 2 - BECOMING A FOUNDATION COMPANY\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_4\", \"num\": \"4.\", \"text\": \"Foundation company requirements 4. (1) For a company to be a foundation company, the requirements (the \u201cfoundation company requirements\u201d) are that \u2014 (a) it is limited by shares or by guarantee, with or without share capital; (b) it has a memorandum that \u2014 (i) states the company is a foundation company; Foundation Companies Act (2025 Revision) (ii) generally or specifically describes its objects (which may, but need not, be beneficial to other persons); (iii) provides, directly or by reference to its articles, for the disposal of any surplus assets the company may have on winding-up; and (iv) prohibits dividends or other distributions of profits or assets to its members or proposed members as such; and (c) it has adopted articles; and (d) its secretary is a qualified person. (2) For subsection (1)(b)(iv), a member is not regarded as receiving a dividend or distribution as a member merely because the member \u2014 (a) is a beneficiary of the foundation company and receives benefits as such; (b) receives reasonable remuneration as a director, officer or a person having a duty under its constitution; (c) is indemnified or reimbursed for expenses or liabilities incurred in relation to the company; (d) benefits from a loan or other transaction or relationship entered into with the company on terms that are no more favourable to the member than if they had been negotiated at arm\u2019s length; or (e) will or may, under the constitution, receive benefits from the disposing of surplus assets on winding-up.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_5\", \"num\": \"5.\", \"text\": \"Declaration of foundation company 5. (1) If the Registrar is satisfied the foundation company requirements will be met in relation to a company being formed under the Companies Act, the certificate of incorporation shall contain a declaration that it is a foundation company. (2) The directors and members of an existing company may apply to the Registrar for the company to become a foundation company, and, if the Registrar is satisfied the foundation company requirements will be met, a new certificate of incorporation shall be issued containing a declaration that it is a foundation company. (3) The application shall be accompanied by the prescribed fee. (4) A declaration under this section is conclusive evidence that the company is a foundation company. Foundation Companies Act (2025 Revision) PART 3 - THE CONSTITUTIONS OF FOUNDATION COMPANIES\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_6\", \"num\": \"6.\", \"text\": \"Model form of constitution - Schedule 2 6. A foundation company\u2019s constitution may adopt any part of or all of the model forms in Schedule 2 or any other prescribed model form.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_7\", \"num\": \"7.\", \"text\": \"Duties, powers and rights 7. (1) A foundation company\u2019s constitution may, as well as providing for its management by directors (however called) or their delegates, give rights, powers and duties of any type to members, directors, officers, supervisors, founders or others concerning the foundation company. (2) Without limiting subsection (1), the rights, powers or duties may provide for or relate to any or all of the following for the foundation company \u2014 (a) admitting, appointing or removing its members, supervisors, directors or officers; (b) making and altering by-laws; (c) the supervision of the management and operations of the foundation company; (d) the enforcement on behalf of the foundation company of duties and liabilities under the constitution; (e) the calling of, and attendance at, its general meetings; (f) voting on its ordinary or special resolutions; (g) subject to sections 9 and 10, altering the constitution; and (h) winding-up the foundation company and disposing of its surplus assets. (3) Powers given by the constitution may be given for the benefit of the foundation company, for the benefit of the donee, or for any other purpose, and may be subject to any condition. (4) Except as otherwise expressly provided by the constitution \u2014 (a) duties under the constitution are owed to the foundation company only; (b) rights under the constitution are enforceable against the foundation company only; (c) the directors shall give an interested person the reports, accounts, information and explanations concerning the foundation company\u2019s business and affairs, and the discharge of its directors\u2019 duties and the exercise of their powers, as may be required by an ordinary resolution, or by a written request from the interested person; (d) an interested person may bring an action in the name or on behalf of the foundation company for the enforcement of the duties or liabilities of Foundation Companies Act (2025 Revision) directors in the same circumstances and manner as may a member of a company that is not a foundation company; and (e) a beneficiary of the foundation company has no powers or rights relating to the foundation company, its management or its assets and is not an interested person. (5) A foundation company has a duty to carry out the objects set out in its memorandum if, and only if, the memorandum \u2014 (a) expressly so declares; and (b) designates, or provides for the designation of, persons with standing to enforce the duty by action against the foundation company.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_8\", \"num\": \"8.\", \"text\": \"Members and supervisors 8. (1) A foundation company\u2019s constitution may grant, or authorise the grant, to any person or persons or description of persons, whether or not ascertained or in existence, of the right to become a member or supervisor of the foundation company and such right is enforceable by action against the foundation company, whether or not enforceable as a matter of contract. (2) A foundation company may cease to have members if its memorandum so permits or requires and it continues to have one or more supervisors. (3) The cessation does not affect the foundation company\u2019s existence, capacity or powers. (4) The cancellation of a foundation company\u2019s issued shares may be carried out by any method permitted under the Companies Act applicable to foundation companies. (5) If a foundation company has ceased to have members, it may not subsequently admit members, or issue shares, unless expressly authorised to do so by its constitution. (6) Subject to the constitution \u2014 (a) a member or supervisor may also be a director; and (b) there is no requirement that a foundation company have supervisors who are not directors.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_9\", \"num\": \"9.\", \"text\": \"Altering a memorandum 9. (1) The objects or any other matter specified in a foundation company\u2019s memorandum may be altered if, and to the extent that, the memorandum authorises the alteration, or by an order under Part 5. (2) However \u2014 (a) an alteration cannot be made and has no effect if the foundation company would no longer comply with the foundation company requirements; and Foundation Companies Act (2025 Revision) (b) unless expressed to do so, a provision of the memorandum authorising an alteration does not authorise an alteration of the provision itself. (3) The power to make, or consent to, alterations to a foundation company\u2019s memorandum, may be given to any person or persons, or description of persons, whether or not members or supervisors, and may be exercisable by such process as may be required by the constitution or, if no process is specified, by special resolution. (4) The foundation company must within fifteen days give the Registrar a copy of the resolution or other document altering the memorandum accompanied by \u2014 (a) the prescribed fee; and (b) if the copy is given to the Registrar after the fifteen days, a late filing penalty of ten dollars for each day after the fifteen days. (5) However, the Registrar shall not accept and shall not register a document that purports to make an alteration in contravention of subsection (2).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_10\", \"num\": \"10.\", \"text\": \"Altering articles 10. A foundation company\u2019s articles can only be altered if and to the extent authorised under its constitution, or by an order under Part 5.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_11\", \"num\": \"11.\", \"text\": \"Dispute resolution 11. (1) A foundation company\u2019s constitution may provide for the resolution of disputes, differences or difficulties (each an \u201cissue\u201d) with or among its directors, officers, interested persons or beneficiaries (to the extent beneficiaries have any rights) concerning the foundation company or its operations or affairs, or the duties, powers or rights of persons under the constitution, by arbitration or by any other lawful method. (2) A resolution arrived at by agreement between the parties to an issue or under subsection (1) may not be set aside unless vitiated by fraud or bad faith. PART 4 - THE OPERATION AND MANAGEMENT OF FOUNDATION COMPANIES\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_12\", \"num\": \"12.\", \"text\": \"Bylaws 12. (1) A foundation company\u2019s constitution may provide for the making and altering of bylaws for the foundation company. (2) Directors, officers and their delegates, and any others who have duties or powers under the constitution, shall comply with applicable provisions of the bylaws, so far as that is possible and consistent with the constitution and the law, and Foundation Companies Act (2025 Revision) the foundation company is able to meet the liabilities relating to such compliance. (3) Bylaws do not form part of the constitution for any purpose of the Companies Act applicable to foundation companies or this Act. (4) Persons dealing in good faith with a foundation company are not required to consider its bylaws or look into compliance by directors or others with its bylaws.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_13\", \"num\": \"13.\", \"text\": \"Registered office 13. (1) A foundation company\u2019s registered office shall be at its secretary\u2019s business address as a qualified person. (2) If the secretary\u2019s business address changes, sections 51 and 77 of the Companies Act applicable to foundation companies apply for the change.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_14\", \"num\": \"14.\", \"text\": \"Register of supervisors 14. (1) Each foundation company shall keep at its registered office a register of its supervisors containing \u2014 (a) the names and addresses of its supervisors; (b) the date on which each of its supervisors was appointed; and (c) any date on which a supervisor\u2019s appointment ceased. (2) If a change takes place in a foundation company\u2019s supervisors, the foundation company shall, within sixty days, update its register to reflect the change. (3) If a foundation company contravenes this section, the following commit an offence and are liable to a maximum fine of five hundred dollars for each day during which the contravention continues \u2014 (a) the foundation company; and (b) every director or manager of the foundation company who knowingly and wilfully authorised or permitted the contravention.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_15\", \"num\": \"15.\", \"text\": \"Limitation on distributions 15. (1) A foundation company shall not dispose of any of its assets if, immediately following the date on which the disposition is proposed to be made, it will be unable to pay its debts as they fall due in the ordinary course of business (a \u201cprohibited distribution\u201d). (2) The recipient of a prohibited distribution is liable to the foundation company for the amount or value of the disposition if, when it was received, the recipient had actual knowledge that the disposition was a prohibited distribution. (3) If a director or manager of a foundation company knowingly and wilfully authorises or permits a prohibited distribution, the director or manager commits Foundation Companies Act (2025 Revision) an offence and is liable to a maximum fine of fifteen thousand dollars and to imprisonment for five years, or both, and the foundation company commits an offence and is liable to a maximum fine of fifteen thousand dollars. (4) For this section, \u201cdispose\u201d is defined in section 87 of the Trusts Act (2021 Revision).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_16\", \"num\": \"16.\", \"text\": \"Secretary 16. (1) A foundation company shall at all times have a qualified person as its secretary. (2) The secretary shall continue to hold office until a qualified person has been appointed in the secretary\u2019s place and the Registrar has been given a notice of the change accompanied by the prescribed fee. (3) A person who is not a qualified person may be appointed as an assistant secretary. (4) Subject to any contrary provision in the constitution of the foundation company, the secretary is authorised to apply to the Court under Part 5.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_17\", \"num\": \"17.\", \"text\": \"Compliance with certain laws 17. (1) A foundation company \u2014 (a) shall ensure the foundation company, and its directors, officers, and interested persons give information concerning the foundation company that its secretary may reasonably require to comply with the following Acts and Regulations \u2014 (i) the Proceeds of Crime Act (2025 Revision); (ii) the Terrorism Act (2018 Revision); and (iii) the Anti-Money Laundering Regulations (2025 Revision); and (b) shall not accept an asset contribution that is gratuitous or is in consideration of a share issue unless its secretary has given the foundation company a notice that there appears to be no objection under those Acts and Regulations to the acceptance. (2) If a foundation company contravenes subsection (1), the following commit an offence and are liable to a maximum fine of fifteen thousand dollars and to imprisonment for five years, or both \u2014 (a) the foundation company; (b) its directors and any manager of the foundation company; and (c) anyone else who, when the offence was committed, was purporting to act as a director or manager of the foundation company. (3) However, it is a defence for an individual to prove the offence was committed without the individual\u2019s consent or connivance or that the individual exercised reasonable diligence to prevent the commission of the offence. Foundation Companies Act (2025 Revision) (4) A foundation company\u2019s secretary shall maintain a full and proper record of the secretary\u2019s activities and enquiries made for giving notices under subsection (1)(b), including information given to the secretary for that purpose. (5) A secretary who contravenes subsection (4) commits an offence and is liable to a maximum fine of fifteen thousand dollars and to imprisonment for five years, or both. (6) In this section, \u201cinformation\u201d includes accounts, documents and records. PART 5 - THE GRAND COURT\u2019S FUNCTIONS\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_18\", \"num\": \"18.\", \"text\": \"Constitutional obsolescence etc. 18. (1) This section applies if \u2014 (a) a foundation company\u2019s objects or the provisions of its constitution about the disposal of its surplus assets on winding-up (\u201csurplus asset disposal\u201d) become wholly or partly as follows (the \u201cdifficulty\u201d) \u2014 (i) impossible or impracticable; (ii) unlawful; or (iii) obsolete in that, because of changed circumstances, they fail to achieve the foundation company\u2019s general intent; and (b) either \u2014 (i) there is no power under the constitution to resolve the difficulty by altering the constitution or otherwise; or (ii) such a power exists but has not been exercised. (2) Any of the following may apply to the Court for it to resolve the difficulty \u2014 (a) the foundation company; (b) subject to any contrary provision in the constitution, its secretary; (c) an interested person; (d) a person authorised under the constitution; or (e) the foundation company\u2019s liquidator. (3) The Court may decide the application by \u2014 (a) altering the constitution in any way it considers appropriate to resolve the difficulty in accordance with the general intent of the foundation company; or (b) if the Court considers the difficulty cannot be so resolved or that the general intent cannot be sufficiently found from admissible evidence as a matter of probability, making a winding-up order for the foundation company. Foundation Companies Act (2025 Revision) (4) If the Court makes a winding-up order, it shall give the liquidator directions about surplus asset disposal in the way it considers will best help to achieve any general intent found. (5) If the Court considers that there is no better type of disposition for any general intent found or if no general intent was found, the surplus asset disposal is to be treated as a disposition for charitable purposes.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_19\", \"num\": \"19.\", \"text\": \"Breakdown in the appointment of directors or supervisors 19. (1) This section applies if \u2014 (a) a foundation company \u2014 (i) ceases to have, or to have enough, directors, for it to be managed under its constitution, or its directors are not dealing with its business (a \u201cdirectorship difficulty\u201d); or (ii) ceases to have members, supervisors or interested persons, or enough of them to perform their roles under the constitution, or they have not been doing so (a \u201csupervisory difficulty\u201d); and (b) either \u2014 (i) there is no power under the constitution to resolve the directorship or supervisory difficulty by altering the constitution, or otherwise; or (ii) such a power exists but has not been exercised. (2) Any of the following may apply to the Court for it to resolve either difficulty \u2014 (a) a member, supervisor, director, officer or interested person of the foundation company; (b) subject to any contrary provision in the constitution, its secretary; or (c) anyone else authorised under the constitution. (3) Further, the directors and officers have a duty to make such an application for a directorship difficulty. (4) The Court may decide the application by making a winding-up order for the foundation company or by making any or all of the following orders \u2014 (a) for the directorship difficulty \u2014 (i) appointing or removing directors; or (ii) altering the provisions of the constitution about appointing or removing directors; (b) for the supervisory difficulty \u2014 (i) appointing or removing supervisors; or (ii) altering the provisions of the constitution about appointing or removing supervisors or about the powers, duties and other terms of appointment of supervisors; Foundation Companies Act (2025 Revision) (c) for either difficulty, making an alternative order to winding-up that may be made under section 95 of the Companies Act applicable to foundation companies.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_20\", \"num\": \"20.\", \"text\": \"Application to the Court for opinion, advice or directions 20. (1) Subject to any contrary provision in its constitution, a foundation company with enforceable duties under section 7(5) has a right to apply to the Court for an opinion or advice or for directions. (2) Section 48 of the Trusts Act (2021 Revision) applies for the application and any such advice, opinion or directions and the protection of the foundation company as if a reference in the section \u2014 (a) to a trustee or personal representative were a reference to the foundation company; (b) to trust money or assets were a reference to the foundation company\u2019s assets; and (c) to a person interested in an application were only a reference to an interested person for the foundation company.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_21\", \"num\": \"21.\", \"text\": \"General order-making power for Part 21. The Court may also make any further order or direction it thinks fit to give effect to an order under this Part, including about costs. PART 6 - MISCELLANEOUS\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_22\", \"num\": \"22.\", \"text\": \"Provision about offences 22. (1) A proceeding for an offence against this Act shall be tried summarily. (2) The penalty under this Act for an offence applies despite sections 6(2) and 8 of the Criminal Procedure Code (2021 Revision).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_23\", \"num\": \"23.\", \"text\": \"Regulations 23. The Cabinet may make Regulations prescribing fees and forms for the purposes of this Act and all other matters that are required or permitted under this Act to be prescribed, or are necessary or convenient to be prescribed for giving effect to the purposes of this Act. Foundation Companies Act (2025 Revision) SCHEDULE 1 SCHEDULE 1 (section 3(2)) THE COMPANIES ACT (2025 Revision) APPLICABLE TO FOUNDATION COMPANIES PART 1 - EXCLUDED PROVISIONS The following provisions of the Companies Act (2025 Revision) do not apply to a foundation company - \u2022 Section 11 (Address of registered office may be changed); \u2022 Section 22 (Adoption and application of Table A in Schedule 1); \u2022 Section 37(3)(b) (Redemption and purchase of shares); \u2022 Section 217(3) and (4) (Shares and dividends); \u2022 Subject to Part 2, item 19, Parts 12 (Transfer by way of Continuation) and 16 (Merger and Consolidation) PART 2 - MODIFICATIONS TO SPECIFIC PROVISIONS OF THE COMPANIES ACT FOR FOUNDATION COMPANIES 1. Sections 12, 25(3), 28(1), 29, 40, 44, 46, 48, 57, 60, 61, 66, 67, 73, 75, 86, 95(3) and 159 apply as if a reference to a member were a reference to an interested person. 2. Section 24 applies subject to section 10 of this Act. 3. Section 26(3) applies as though it referred to the business address in the Islands of the secretary for the time being. 4. Section 37B(1) applies without the final phrase \u201cunless, as a result of the surrender, there would no longer be any issued shares of the company other than shares held as treasury shares\u201d. 5. Sections 50 and 51 apply subject to section 13 of this Act. 6. Section 64 applies as though paragraphs (a), (b) and (c) were replaced by the following \u2014 \u201c(a) on the application of at least one fifth of the total number of interested persons.\u201d 7. In section 89, the definition of \u201ccontributory\u201d includes: \u201c(c) every interested person.\u201d. SCHEDULE 1 Foundation Companies Act (2025 Revision) 8. Section 92 applies subject to any provision of a foundation company\u2019s constitution restricting or excluding the power of members or contributories to petition the Court for the foundation company\u2019s winding-up. 9. Section 94(1)(c) applies subject to any provision of a foundation company\u2019s constitution restricting or excluding the power of members or contributories to petition the Court for its winding-up. 10. Sections 101(3) and 103(1) apply as though they included any supervisors who have a duty of any description under the foundation company\u2019s constitution. 11. Section 110(1)(a) applies as though the phrase \u201cto the persons entitled to it\u201d were replaced by \u201cin the way required by its memorandum or articles of association\u201d. 12. Section 116 applies subject to any provision of a foundation company\u2019s constitution restricting or preventing its voluntary winding-up. 13. Section 121(2) applies as though \u201cany shareholder or shareholders holding not less than one fifth of the foundation company\u2019s issued share capital\u201d were replaced by \u201cinterested persons with not less than one fifth of the voting rights exercisable at general meetings\u201d. 14. Section 131(b) applies as though the words \u201cin the interests of the contributories\u201d were omitted. 15. Section 134 applies as if a reference to an officer included a reference to a supervisor. 16. Section 135, 136, 137 and 160 apply as though they included any supervisor who has duties of any description under the foundation company\u2019s constitution. 17. Section 140 applies as though the words \u201cshall be distributed amongst the members according to their rights and interests in the company\u201d were replaced by \u201cshall be distributed or applied in the way required by the foundation company\u2019s constitution\u201d. 18. Section 153(1) applies as though it contained the additional words \u201cor, for a foundation company, on trust to distribute or apply the same in the way required by a foundation company\u2019s constitution\u201d. 19. Regulations may prescribe a modified version of the following Parts for foundation companies, which are to apply as part of the Companies Act applicable to foundation companies instead of those Parts - (a) Part 12 (Transfer by way of Continuation) for body corporate existing under the laws of a jurisdiction outside of the Islands applying to be registered in the Islands by way of continuation as a foundation company, and to a foundation company proposing to be registered by way of continuation in a jurisdiction outside the Islands; and Foundation Companies Act (2025 Revision) SCHEDULE 1 (b) Part 16 (Merger and Consolidation) for mergers and consolidations in which one or both of the constituent companies or the consolidated company is or is intended to be a foundation company. SCHEDULE 2 Foundation Companies Act (2025 Revision) SCHEDULE 2 MODEL CONSTITUTION (section 6) PART 1 - MEMORANDUM OF ASSOCIATION MEMORANDUM OF ASSOCIATION OF THE JOHN SMITH FOUNDATION COMPANY LIMITED A foundation company limited by guarantee 1. The name of the foundation company is The John Smith Foundation Company Limited. 2. The foundation company is a company within the meaning of the Companies Act and a foundation company within the meaning of the Foundation Companies Act (2025 Revision). 3. The objects for which the foundation company is established are - (a) to act as a holding company and an investment company, with no restriction on the objects or operations of its subsidiaries or on the nature of its or their investments; (b) to provide financial assistance or benefits to beneficiaries designated under the articles of association; and (c) to do all such things as in the opinion of the directors are or may be incidental or conducive to the above objects or any of them. 4. The foundation company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question or corporate benefit, as provided by section 27(2) of the Companies Act (2025 Revision). 5. The foundation company may not carry on a business for which a licence is required under the Laws of the Cayman Islands unless duly licensed. 6. No portion of the income or property of the foundation company from whatever place or source shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the members, directors or supervisors of the foundation company, as such, apart from authorised remuneration for services to the foundation company. 7. The liability of the members is limited. Foundation Companies Act (2025 Revision) SCHEDULE 2 8. The foundation company may cease to have members. 9. Each person who is a member undertakes to contribute to the assets of the foundation company in the event of the foundation company being wound up during the time that the person is a member, or within one year afterwards, for payment of the debts and liabilities of the foundation company contracted before the time at which the person ceases to be a member, and the cost, charges and expenses of the winding-up of the foundation company, and for the adjustments of the rights of the contributories amongst themselves, such amounts as may be required, not exceeding the sum of one United States dollar (US$1.00). 10. If on the winding-up or dissolution of the foundation company there remain surplus assets after the satisfaction of its debts and liabilities, the same shall be applied or distributed under the articles of association of the foundation company and, subject thereto, shall be paid or transferred to such charitable objects as shall be decided by ordinary resolution of the foundation company. 11. This memorandum and the articles of association may be altered by special resolution, except that neither clause 6 nor clause 10 of this memorandum may be altered, and no other alteration may be made which is in any way inconsistent with clause 6 or clause 10. Dated this ____day of ________________ 20____. SIGNATURE, NAME, OCCUPATION AND ADDRESS OF SUBSCRIBER SCHEDULE 2 Foundation Companies Act (2025 Revision) PART 2- ARTICLES OF ASSOCIATION ARTICLES OF ASSOCIATION OF THE JOHN SMITH FOUNDATION COMPANY LIMITED A foundation company limited by guarantee 1. INTERPRETATION 1.1 In these articles, unless the context requires otherwise - \u201cfounder\u201d means the founder named in these articles; \u201cLaws\u201d means the Foundation Companies Act (2025 Revision), the Companies Act applicable to Foundation Companies, and every statutory modification or reenactment of them; \u201cordinary resolution\u201d means a resolution passed at a general meeting of the foundation company by a simple majority of votes cast or by a written resolution in writing under article 9.8; \u201cspecial resolution\u201d means a resolution passed at a general meeting of the foundation company by not less than a two-thirds majority of votes cast or by a resolution in writing under article 9.8; and \u201cwritten\u201d and \u201cin writing\u201d include all modes of representing or reproducing words in visible form. 1.2 Except as provided above, words and expressions defined or used in the Laws have the same meaning in these articles. 2. PRELIMINARY 2.1 The business of the foundation company may be commenced immediately upon registration under the Laws. 2.2 The foundation company may ratify any contract or other transaction entered into in its name or on its behalf prior to registration. 2.3 The preliminary expenses of incorporating the foundation company shall be paid by the foundation company, including any expenses concerning any contract or transaction ratified under article 2.2. 3. THE FOUNDER 3.1 The founder is John Smith of George Town, Grand Cayman. 3.2 The founder has the following powers, each of which is described in more detail elsewhere in these articles \u2014 Foundation Companies Act (2025 Revision) SCHEDULE 2 (a) the power to authorise the admission of members, or to restrict or prohibit the admission of members (see article 4); (b) the power to appoint or remove directors (see article 5); (c) the power to call for reports, accounts, information and explanations from the directors (see articles 5 and 13); (d) the power to appoint or remove supervisors, and settle their powers and duties (see article 6); (e) the power to designate beneficiaries, give directions as to their benefits, grant them enforceable rights, and to revoke or vary the same (see article 7); (f) the right to receive notice of, and attend and vote at, general meetings of the foundation company (article 9); (g) the power to cause the foundation company to be wound up (see article 15); and (h) the power to adopt, revoke or vary bylaws (see article 18). 3.3 The founder\u2019s powers are free of any duty, and may be exercised for the founder\u2019s own benefit. 3.4 The founder may by notice to the foundation company revocably or irrevocably terminate or restrict any or all of the founder\u2019s powers. If the termination or restriction is expressed to be irrevocable, it may not be altered or revoked, directly or through an alteration of these articles. 3.5 The founder\u2019s powers are not assignable and, except as permitted by these articles or required by law, may not be exercised by any other person on behalf of the founder. 3.6 Upon the founder\u2019s death the founder\u2019s powers shall terminate. 3.7 An exercise of a founder\u2019s power does not cease to be effective by reason only that the founder subsequently dies or ceases to have the power. 4. MEMBERS 4.1 The subscribers to the memorandum are the first members of the foundation company. 4.2 Subject to these articles, the directors may, if so authorised by the founder or by a special resolution of the foundation company, admit as a member any person who has applied for membership in writing, and the terms of admission may restrict, enlarge or exclude any or all of the voting and other rights or powers of members under these articles, or provide for termination of membership at a specified time or in specified circumstances. 4.3 The founder by notice to the foundation company, or the foundation company by special resolution, may restrict or prohibit the subsequent admission of members. SCHEDULE 2 Foundation Companies Act (2025 Revision) If the restriction or prohibition is expressed to be irrevocable, it may not be altered or revoked, directly or through an alteration of these articles. 4.4 A person\u2019s membership of the foundation company terminates \u2014 (a) if the person dies or, being a corporation, is dissolved; (b) if the person resigns as a member by notice to the foundation company. The resignation shall be effective immediately unless the notice states otherwise; or (c) as provided in the person\u2019s terms of admission as a member. 4.5 It is not a condition of this article that the foundation company continues to have one or more members. 4.6 The rights and powers of members are not assignable and, except as permitted by these articles or required by law, the rights or powers of a member may not be exercised by any other person on behalf of the member. 4.7 The rights and powers of members are free of any duty. 5. DIRECTORS 5.1 The foundation company shall at all times have at least two directors. 5.2 The first directors may be appointed by the subscribers to the memorandum. 5.3 The founder has the power, exercisable by notice to the foundation company, to appoint or remove directors, including the founder if the founder is one. 5.4 By ordinary resolution the foundation company may appoint or remove directors. 5.5 A person ceases to be a director if removed under the foregoing provisions or \u2014 (a) if the person dies or becomes bankrupt or, being a corporation, enters into winding-up or is dissolved; or (b) if the person resigns as a director by notice to the foundation company. The resignation shall be effective immediately unless the notice states otherwise. 5.6 Subject to these articles and the bylaws, the business and affairs of the foundation company shall be managed by or under the control of the directors, who may exercise all the powers of the foundation company other than those that are required by these articles or the bylaws to be exercised by the general meeting or others. 5.7 The directors shall observe these articles and the bylaws, and shall at all times act in the interests of the foundation company and its objects. 5.8 The directors shall give to the founder or the general meeting (or the persons who have the right to attend the general meeting) such reports, accounts, information and explanations concerning the business and affairs of the foundation company, Foundation Companies Act (2025 Revision) SCHEDULE 2 and the discharge of the directors\u2019 duties and the exercise of their powers, as may be required by \u2014 (a) notice from the founder; or (b) an ordinary resolution of the foundation company. 5.9 The duties of the directors are owed to the foundation company only. 5.10 Directors\u2019 remuneration shall be at such rates and on such terms as may be agreed in writing by the founder or by an ordinary resolution of the foundation company. 6. SUPERVISORS 6.1 The founder has the power, exercisable by notice to the foundation company, to appoint or remove supervisors to supervise the management of the foundation company. 6.2 The founder\u2019s notice appointing a supervisor may \u2014 (a) restrict, enlarge or exclude any or all of the voting and other rights or powers of supervisors under these articles; (b) impose any supervisory or other duty or disability, grant a related exculpation, and waive conflicting interests or duties; (c) give the supervisor rights to remuneration or indemnity by the foundation company; and (d) provide for the termination of the supervisor\u2019s appointment at a specified time or in specified circumstances. 6.3 A person who is a supervisor has the power by notice to the foundation company to appoint a person to succeed the person as supervisor immediately or at a specified time or in specified circumstances, with and subject to the same terms of appointment as applied to the appointor, and to revoke such appointment at any time before it takes effect. 6.4 A person ceases to be a supervisor \u2014 (a) if the person dies or becomes bankrupt or, being a corporation, enters into winding-up or is dissolved; (b) if the person resigns as a supervisor by notice to the foundation company, and the resignation shall be effective immediately unless the notice states otherwise; (c) if the person becomes a director or acquires any interest or duty that conflicts with any duty of the person as a supervisor, unless authorised by the founder, or by a special resolution of the foundation company; (d) as provided in the person\u2019s terms of appointment as a supervisor; or (e) if removed by the founder. 6.5 The foundation company is required at all times after the founder\u2019s death, or if the founder is incapacitated, to have at least two supervisors who are not directors and SCHEDULE 2 Foundation Companies Act (2025 Revision) are able and willing to supervise the management of the foundation company. If this requirement is not met, the foundation company shall by ordinary resolution appoint one or more supervisors, on such terms as it thinks fit, to make up the shortfall, failing which the directors shall apply to the Court under section 19(2) of the Foundation Companies Act (2025 Revision). 6.6 A supervisor - (a) may require access during normal working hours to the files, books, accounts and records of the foundation company; (b) may by notice to the foundation company call for such reports, accounts, information and explanations from the directors as to the administration of the foundation company as are described in the notice; (c) has the right to receive notice of, and attend and vote at, general meetings; and (d) shall observe these articles and the bylaws. 6.7 The powers granted to a supervisor under these articles may only be exercised in the interests of the foundation company and its objects. 6.8 Any duties of a supervisor are owed to the foundation company only. 7. BENEFICIARIES 7.1 The founder has the power, exercisable by notice to the foundation company - (a) to designate persons or descriptions of persons as beneficiaries, conditionally or unconditionally; (b) to give directions as to the benefits which a beneficiary will or may receive from the foundation company; (c) to declare that the beneficiary shall have an enforceable right to receive benefits from the foundation company, or any other rights in or against the foundation company, or that the beneficiary is an interested person for any or all of the purposes of the Foundation Companies Act (2025 Revision), and (d) to revoke or vary any such designation, direction or declaration. 7.2 Subject to any unrevoked declaration under article 7.1(c), a beneficiary does not, as such, have any rights, powers or interests in or against the foundation company, the founder, the directors, the supervisors, or any property of the foundation company except - (a) the right to retain any benefit that has been properly conferred upon the beneficiary by the foundation company; and (b) the right, exercisable by notice to the foundation company, to terminate the beneficiary\u2019s status as a beneficiary. Foundation Companies Act (2025 Revision) SCHEDULE 2 8. SECRETARY 8.1 The first secretary is [ ]. 8.2 The founder has the power, exercisable by notice to the foundation company, to appoint or remove the secretary or any assistant secretary provided always that there shall at all times be a qualified person as defined under the Law appointed as the secretary and no secretary shall cease to hold office until a qualified person has been appointed in the secretary\u2019s place and the Registrar has been notified. 8.3 The directors may appoint and remove the secretary or an assistant secretary provided that there shall at all times be a qualified person as defined under the Law appointed as the secretary and no secretary shall cease to hold office until a qualified person has been appointed in the secretary\u2019s place and the Registrar has been notified. 8.4 The remuneration of the secretary shall be at such rate and on such terms as agreed in writing by the directors. 8.5 The secretary shall at all times comply with the requirements of regulatory laws as defined in section 2 of the Companies Act and shall be entitled to receive from the foundation company and any interested person such information as the secretary may reasonably require for such compliance. 8.6 Section 16 of the Foundation Companies Law, 2017 shall be observed. 9. GENERAL MEETINGS 9.1 The foundation company shall in each year of its existence hold a general meeting as its Annual General Meeting at the time and place appointed by the secretary after consultation with the directors. 9.2 The secretary shall convene a general meeting when required to do so by written requisition of - (a) the founder; or (b) any person who has the right to attend general meetings; or (c) the directors. 9.3 The persons who have the right to receive notice of, and to attend and have one vote each at, general meetings are - (a) the founder; (b) any members; (c) the supervisors; and (d) any beneficiary to whom the right has been granted by an unrevoked declaration under article 7.1(c). 9.4 General meetings shall be convened by not less than twenty-one days\u2019 notice (exclusive of the day on which the notice was served) to everyone entitled to SCHEDULE 2 Foundation Companies Act (2025 Revision) attend, unless all persons entitled to attend agree to short notice (or no notice). The notice shall state the place, day and hour of the meeting and the general nature of the business to be transacted. 9.5 The accidental omission to give notice of a general meeting to any person so entitled or the non-receipt of a notice of a meeting shall not invalidate the proceedings at that meeting. 9.6 No business shall be transacted at a general meeting unless a quorum is present in person or by proxy when the meeting proceeds to business. The quorum is a majority of the persons entitled to attend and shall include the founder if the founder is alive and not incapacitated. 9.7 At any general meeting of the foundation company, unless the Law or these articles otherwise provide, every motion proposed shall be decided by ordinary resolution of those present in person or by proxy and entitled to vote. 9.8 A resolution in writing signed by all persons for the time being entitled to vote at general meetings shall be as valid and effective as if the same had been passed at a general meeting of the foundation company duly convened and held. 9.9 A general meeting may be held, and any person may participate in a meeting, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are capable of hearing each other, and such participation shall be deemed to constitute presence in person at the meeting. 10. PROXIES 10.1 Any person entitled to attend and vote at a general meeting of the foundation company may by written instrument under hand, or if the appointor is a corporation, either under the corporation's seal or under the hand of an officer or attorney duly authorised, appoint a proxy to represent at the general meeting of the foundation company. 10.2 The instrument appointing a proxy may be in any usual or common form or as otherwise acceptable to the chairperson of the meeting for which the instrument is first presented. 11. DIRECTORS MEETINGS 11.1 Except as otherwise provided by these articles, the directors shall meet together for the despatch of business, convening, adjourning and otherwise regulating their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes of the directors present. Each director shall have one vote. In case of an equality of votes, the chairperson of the meeting shall have a second or casting vote. Foundation Companies Act (2025 Revision) SCHEDULE 2 11.2 The secretary on the written requisition of a director shall, at any time summon a meeting of the directors by at least five days\u2019 notice (exclusive of the day on which the notice is served) in writing to every director specifying the place, the day and the hour of the meeting and the general nature of the business to be transacted unless notice is waived by all the directors either at, before or after the meeting is held. 11.3 The quorum necessary for the transaction of the business of the directors may be fixed by ordinary resolution of the foundation company and unless so fixed shall be at least two of the directors then holding office, present in person. 11.4 Minutes of all meetings of the directors shall be signed by the chairperson of the meeting or the next succeeding meeting and a copy of the minutes shall be circulated to all directors and the secretary within fourteen days after the meeting and in any event before the next scheduled meeting. 11.5 A resolution in writing signed by all the directors for the time being shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened. 11.6 A meeting of the directors may be held, and any director may participate in a meeting, by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting are capable of hearing each other, and such participation shall be deemed to constitute presence in person at the meeting. 12. REGISTERS 12.1 In addition to the registers required to be maintained under the Laws, the foundation company shall maintain a register of interested persons at its registered office which shall, inter alia, record \u2014 (a) the date upon which a person first became an interested person, and upon which the person ceased to be an interested person; (b) the name of the currently designated representative of such interested person in the case of a corporate member; and (c) the address of the interested person in the Islands for service of notices. 13. ACCOUNTS 13.1 The directors shall cause proper books of account to be kept for \u2014 (a) all funds received or expended or distributed by the foundation company and the matters in respect of which the receipt or expenditure takes place; and (b) the assets and liabilities of the foundation company, and proper books of account shall not be deemed to be kept if there are not kept such books as are necessary to give a true and fair view of the state of the SCHEDULE 2 Foundation Companies Act (2025 Revision) foundation company\u2019s affairs and to explain its transactions. Such books shall be kept at the registered office or such other place as may be determined by special resolution of the foundation company. 13.2 The books of account shall be open at any time in ordinary business hours to inspection by the founder, a supervisor, and any other person to whom a right of access has been granted under these articles. 13.3 By notice to the foundation company the founder or a supervisor may call for such reports, accounts, information and explanations from the directors as to the administration of the foundation company as are described in the notice. 14. AUDITORS 14.1 The foundation company may by ordinary resolution at any time appoint or replace an auditor or auditors of the foundation company. The remuneration of an auditor shall be fixed by ordinary resolution. 14.2 Every auditor shall have a right of access at all times in ordinary business hours to the books of account of the foundation company and shall be entitled to require from the directors and officers of the foundation company such information and explanation, and access to vouchers and other documents, as the auditor considers necessary for the performance of the auditor\u2019s duties. 15. WINDING-UP 15.1 The foundation company shall be wound up if the founder delivers notice to the foundation company at its registered office declaring that it is to be wound up. The person designated in the founder\u2019s notice shall be the liquidator, or if no liquidator is so appointed, then the directors or such person as they shall appoint shall be the liquidator. The surplus assets shall be distributed to the founder or as the founder directs. 15.2 Members, directors and supervisors as such have no power or authority to wind up the foundation company or petition the Court to wind up the foundation company, except in the case of insolvency or for the purposes of a bona fide reorganisation intended to enable the foundation company to carry out its objects more efficiently. 16. INDEMNITY 16. The directors, supervisors, secretary and other officers of the foundation company shall be indemnified out of the assets of the foundation company from and against all actions, proceedings, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain because of an act done or omitted in or about the execution of their duties in their respective offices, except such as they shall incur or sustain by or through their own wilful neglect or default. Foundation Companies Act (2025 Revision) SCHEDULE 2 17. BYLAWS 17.1 The founder by notice to the foundation company, or the foundation company by special resolution, may adopt bylaws that are not inconsistent with the Laws or the constitution. 17.2 Bylaws may relate to any aspect of the business or affairs of the foundation company, or any of the duties or powers of the directors or their delegates, or others who have duties or powers under these articles including the way of achieving the foundation company\u2019s objects, the benefitting of beneficiaries, the investment, management and protection of the foundation company\u2019s assets, the remuneration of directors and their delegates, the delegation of the directors\u2019 duties and powers, the supervision of the management of the foundation company, and the appointment of advisers and other service-providers. 17.3 The bylaws may be varied or revoked by the founder by notice to the foundation company, or by special resolution of the foundation company. 17.4 The adoption or variation of bylaws shall not render any director or other person liable for prior conduct. 17.5 No third party dealing in good faith with the foundation company need be concerned with the bylaws or their observance. 18. ALTERATION OF ARTICLES Subject to provisions of the constitution restricting alterations, these articles may be altered by the founder by notice to the foundation company or by special resolution of the foundation company. Publication in consolidated and revised form authorised by the Cabinet this 21st day of January, 2025. Kim Bullings Clerk of the Cabinet Foundation Companies Act (2025 Revision) ENDNOTES ENDNOTES Table of Legislation history: SL # Act\/Law # Legislation Commencement Gazette 20\/2024 Foundation Companies (Amendment) Act, 2023 (Commencement) Order, 2024 31-Jul-2024 LG26\/2024\/s5 17\/2023 Foundation Companies (Amendment) Act, 2023 31-Jul-2024 LG41\/2023\/s5 56\/2020 Citation of Acts of Parliament Act, 2020 3-Dec-2020 LG89\/2020\/s1 35\/2020 Civil Partnership Law, 2020 4-Sep-2020 LG64\/2020\/s1 78\/2017 Foundation Companies Law, 2017 (Commencement Order), 18-Oct-2017 GE88\/2017\/s1 29\/2017 Foundation Companies Law, 2017 18-Oct-2017 GE35\/2017\/s9 ENDNOTES Foundation Companies Act (2025 Revision) Foundation Companies Act (2025 Revision) ENDNOTES ENDNOTES Foundation Companies Act (2025 Revision) (Price: $7.20)\", \"element\": \"section\", \"heading\": null}], \"meta\": {\"notes\": null, \"workflow\": null, \"lifecycle\": {\"source\": \"#cilegis\", \"eventRef\": [{\"eId\": 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2017-27th March, 2017\nLaw 35 of 2020-4th September, 2020\nAct 56 of 2020-7th December, 2020\nAct 17 of 2023-23rd November, 2023.\n\nOriginally made \u2014\nSL 78 of 2017-17th October, 2017\nSL 17 of 2024-30th July, 2024\n\nConsolidated and revised this 31st day of December, 2024.\n\nFoundation Companies Act (2025 Revision)\nArrangement of Sections\n\nc\nRevised as at 31st December, 2024\nPage 3\n\nCAYMAN ISLANDS\n\nFOUNDATION COMPANIES ACT\n(2025 Revision)\nArrangement of Sections\nSection\nPage\nPART 1 - PRELIMINARY\n1.\nShort title and commencement ..................................................................................................5\n2.\nDefinitions ..................................................................................................................................5\n3.\nApplication of this Act ................................................................................................................6\nPART 2 - BECOMING A FOUNDATION COMPANY\n4.\nFoundation company requirements ............................................................................................6\n5.\nDeclaration of foundation company ............................................................................................7\nPART 3 - THE CONSTITUTIONS OF FOUNDATION\nCOMPANIES\n6.\nModel form of constitution - Schedule 2 .....................................................................................8\n7.\nDuties, powers and rights ..........................................................................................................8\n8.\nMembers and supervisors ..........................................................................................................9\n9.\nAltering a memorandum .............................................................................................................9\n10.\nAltering articles ........................................................................................................................ 10\n11.\nDispute resolution .................................................................................................................... 10\nPART 4 - THE OPERATION AND MANAGEMENT OF\nFOUNDATION COMPANIES\n12.\nBylaws ..................................................................................................................................... 10\n\nArrangement of Sections\nFoundation Companies Act (2025 Revision)\n\nPage 4\nRevised as at 31st December, 2024\nc\n\n13.\nRegistered office ...................................................................................................................... 11\n14.\nRegister of supervisors ............................................................................................................ 11\n15.\nLimitation on distributions ........................................................................................................ 11\n16.\nSecretary ................................................................................................................................. 12\n17.\nCompliance with certain laws ................................................................................................... 12\nPART 5 - THE GRAND COURT\u2019S FUNCTIONS\n18.\nConstitutional obsolescence etc. .............................................................................................. 13\n19.\nBreakdown in the appointment of directors or supervisors ....................................................... 14\n20.\nApplication to the Court for opinion, advice or directions .......................................................... 15\n21.\nGeneral order-making power for Part ....................................................................................... 15\nPART 6 - MISCELLANEOUS\n22.\nProvision about offences.......................................................................................................... 15\n23.\nRegulations ............................................................................................................................. 15\nSCHEDULE 1\n17\nTHE COMPANIES ACT (2025 Revision) APPLICABLE TO FOUNDATION COMPANIES\n17\nSCHEDULE 2\n20\nMODEL CONSTITUTION\n20\nENDNOTES\n33\nTable of Legislation history: ............................................................................................................... 33\n\nFoundation Companies Act (2025 Revision)\nSection 1\n\nc\nRevised as at 31st December, 2024\nPage 5\n\nCAYMAN ISLANDS\n\nFOUNDATION COMPANIES ACT\n(2025 Revision)\n\nPART 1 - PRELIMINARY\n1.\nShort title and commencement\n1.\nThis Act may be cited as the Foundation Companies Act (2025 Revision).\n2.\nDefinitions\n2.\n(1) In this Act \u2014\n\u201carticles\u201d means articles of association;\n\u201cbeneficiary\u201d, for a foundation company, means a person who will or may\nbenefit from the foundation company carrying out its objects;\n\u201cbylaws\u201d, for a foundation company, means its bylaws made under section 12;\n\u201cCompanies Act\u201d means the Companies Act (2025 Revision);\n\u201cCompanies Act applicable to foundation companies\u201d means the Companies\nAct applicable to foundation companies under section 3(2);\n\u201cconstitution\u201d means the memorandum and articles of a foundation company,\nbut not its bylaws;\n\u201cCourt\u201d means the Grand Court;\n\u201cfoundation company\u201d means a company declared under section 5 to be a\nfoundation company;\n\u201cfoundation company requirements\u201d is defined in section 4(1);\n\nSection 3\nFoundation Companies Act (2025 Revision)\n\nPage 6\nRevised as at 31st December, 2024\nc\n\n\u201cinterested person\u201d, for a foundation company, means \u2014\n(a)\nany of its members or supervisors;\n(b) someone who has the right to be a member or supervisor of the foundation\ncompany; and\n(c)\nsomeone declared under its constitution to be an interested person;\n\u201cmemorandum\u201d means memorandum of association;\n\u201cnotice\u201d means a notice in writing;\n\u201cqualified person\u201d, for a company or foundation company, means a person who\nis licensed or permitted by the Companies Management Act (2025 Revision) to\nprovide company management services in the Islands;\n\u201csupervisor\u201d, for a foundation company, means a person, other than a member,\nwho under the foundation company\u2019s constitution has an unconditional right to\nattend and vote at general meetings, whether or not the person has supervisory\npowers or duties.\n(2) A term used in this Act that is not defined in subsection (1) has the same\nmeaning that it has in the Companies Act.\n3.\nApplication of this Act\n3.\n(1) This Act applies to a company if it is declared by the Registrar to be a foundation\ncompany under section 5.\n(2) Except insofar as it is inconsistent with this Act, the Companies Act applies to a\nfoundation company with the changes described in Schedule 1.\n(3) Other than as provided for under Part 2, nothing in this Act affects, directly or\nby implication, a company that is not a foundation company.\n(4) Sections 92 and 93 of the Trusts Act (2021 Revision) (which deny heirship rights\nto the property of a living person) are of general application, and apply to\nproperty contributed to foundation companies and other companies.\n(5)  The Beneficial Ownership Transparency Act, 2023 [Act 13 of 2024] applies to\na foundation company under this Act.\nPART 2 - BECOMING A FOUNDATION COMPANY\n4.\nFoundation company requirements\n4.\n(1) For a company to be a foundation company, the requirements (the \u201cfoundation\ncompany requirements\u201d) are that \u2014\n(a)\nit is limited by shares or by guarantee, with or without share capital;\n(b) it has a memorandum that \u2014\n(i)\nstates the company is a foundation company;\n\nFoundation Companies Act (2025 Revision)\nSection 5\n\nc\nRevised as at 31st December, 2024\nPage 7\n\n(ii) generally or specifically describes its objects (which may, but need\nnot, be beneficial to other persons);\n(iii) provides, directly or by reference to its articles, for the disposal of\nany surplus assets the company may have on winding-up; and\n(iv) prohibits dividends or other distributions of profits or assets to its\nmembers or proposed members as such; and\n(c)\nit has adopted articles; and\n(d) its secretary is a qualified person.\n(2) For subsection (1)(b)(iv), a member is not regarded as receiving a dividend or\ndistribution as a member merely because the member \u2014\n(a)\nis a beneficiary of the foundation company and receives benefits as such;\n(b) receives reasonable remuneration as a director, officer or a person having\na duty under its constitution;\n(c)\nis indemnified or reimbursed for expenses or liabilities incurred in relation\nto the company;\n(d) benefits from a loan or other transaction or relationship entered into with\nthe company on terms that are no more favourable to the member than if\nthey had been negotiated at arm\u2019s length; or\n(e)\nwill or may, under the constitution, receive benefits from the disposing of\nsurplus assets on winding-up.\n5.\nDeclaration of foundation company\n5.\n(1) If the Registrar is satisfied the foundation company requirements will be met in\nrelation to a company being formed under the Companies Act, the certificate of\nincorporation shall contain a declaration that it is a foundation company.\n(2) The directors and members of an existing company may apply to the Registrar\nfor the company to become a foundation company, and, if the Registrar is\nsatisfied the foundation company requirements will be met, a new certificate of\nincorporation shall be issued containing a declaration that it is a foundation\ncompany.\n(3) The application shall be accompanied by the prescribed fee.\n(4) A declaration under this section is conclusive evidence that the company is a\nfoundation company.\n\nSection 6\nFoundation Companies Act (2025 Revision)\n\nPage 8\nRevised as at 31st December, 2024\nc\n\nPART 3 - THE CONSTITUTIONS OF FOUNDATION COMPANIES\n6.\nModel form of constitution - Schedule 2\n6.\nA foundation company\u2019s constitution may adopt any part of or all of the model forms\nin Schedule 2 or any other prescribed model form.\n7.\nDuties, powers and rights\n7.\n(1) A foundation company\u2019s constitution may, as well as providing for its\nmanagement by directors (however called) or their delegates, give rights,\npowers and duties of any type to members, directors, officers, supervisors,\nfounders or others concerning the foundation company.\n(2) Without limiting subsection (1), the rights, powers or duties may provide for or\nrelate to any or all of the following for the foundation company \u2014\n(a)\nadmitting, appointing or removing its members, supervisors, directors or\nofficers;\n(b) making and altering by-laws;\n(c)\nthe supervision of the management and operations of the foundation\ncompany;\n(d) the enforcement on behalf of the foundation company of duties and\nliabilities under the constitution;\n(e)\nthe calling of, and attendance at, its general meetings;\n(f)\nvoting on its ordinary or special resolutions;\n(g) subject to sections 9 and 10, altering the constitution; and\n(h) winding-up the foundation company and disposing of its surplus assets.\n(3) Powers given by the constitution may be given for the benefit of the foundation\ncompany, for the benefit of the donee, or for any other purpose, and may be\nsubject to any condition.\n(4) Except as otherwise expressly provided by the constitution \u2014\n(a)\nduties under the constitution are owed to the foundation company only;\n(b) rights under the constitution are enforceable against the foundation\ncompany only;\n(c)\nthe directors shall give an interested person the reports, accounts,\ninformation and explanations concerning the foundation company\u2019s\nbusiness and affairs, and the discharge of its directors\u2019 duties and the\nexercise of their powers, as may be required by an ordinary resolution, or\nby a written request from the interested person;\n(d) an interested person may bring an action in the name or on behalf of the\nfoundation company for the enforcement of the duties or liabilities of\n\nFoundation Companies Act (2025 Revision)\nSection 8\n\nc\nRevised as at 31st December, 2024\nPage 9\n\ndirectors in the same circumstances and manner as may a member of a\ncompany that is not a foundation company; and\n(e)\na beneficiary of the foundation company has no powers or rights relating\nto the foundation company, its management or its assets and is not an\ninterested person.\n(5) A foundation company has a duty to carry out the objects set out in its\nmemorandum if, and only if, the memorandum \u2014\n(a)\nexpressly so declares; and\n(b) designates, or provides for the designation of, persons with standing to\nenforce the duty by action against the foundation company.\n8.\nMembers and supervisors\n8.\n(1) A foundation company\u2019s constitution may grant, or authorise the grant, to any\nperson or persons or description of persons, whether or not ascertained or in\nexistence, of the right to become a member or supervisor of the foundation\ncompany and such right is enforceable by action against the foundation\ncompany, whether or not enforceable as a matter of contract.\n(2) A foundation company may cease to have members if its memorandum so\npermits or requires and it continues to have one or more supervisors.\n(3) The cessation does not affect the foundation company\u2019s existence, capacity or\npowers.\n(4) The cancellation of a foundation company\u2019s issued shares may be carried out by\nany method permitted under the Companies Act applicable to foundation\ncompanies.\n(5) If a foundation company has ceased to have members, it may not subsequently\nadmit members, or issue shares, unless expressly authorised to do so by its\nconstitution.\n(6) Subject to the constitution \u2014\n(a)\na member or supervisor may also be a director; and\n(b) there is no requirement that a foundation company have supervisors who\nare not directors.\n9.\nAltering a memorandum\n9.\n(1) The objects or any other matter specified in a foundation company\u2019s\nmemorandum may be altered if, and to the extent that, the memorandum\nauthorises the alteration, or by an order under Part 5.\n(2) However \u2014\n(a)\nan alteration cannot be made and has no effect if the foundation company\nwould no longer comply with the foundation company requirements; and\n\nSection 10\nFoundation Companies Act (2025 Revision)\n\nPage 10\nRevised as at 31st December, 2024\nc\n\n(b) unless expressed to do so, a provision of the memorandum authorising an\nalteration does not authorise an alteration of the provision itself.\n(3) The power to make, or consent to, alterations to a foundation company\u2019s\nmemorandum, may be given to any person or persons, or description of persons,\nwhether or not members or supervisors, and may be exercisable by such process\nas may be required by the constitution or, if no process is specified, by special\nresolution.\n(4) The foundation company must within fifteen days give the Registrar a copy of\nthe resolution or other document altering the memorandum accompanied by \u2014\n(a)\nthe prescribed fee; and\n(b) if the copy is given to the Registrar after the fifteen days, a late filing\npenalty of ten dollars for each day after the fifteen days.\n(5) However, the Registrar shall not accept and shall not register a document that\npurports to make an alteration in contravention of subsection (2).\n10.\nAltering articles\n10. A foundation company\u2019s articles can only be altered if and to the extent authorised\nunder its constitution, or by an order under Part 5.\n11.\nDispute resolution\n11. (1) A foundation company\u2019s constitution may provide for the resolution of disputes,\ndifferences or difficulties (each an \u201cissue\u201d) with or among its directors, officers,\ninterested persons or beneficiaries (to the extent beneficiaries have any rights)\nconcerning the foundation company or its operations or affairs, or the duties,\npowers or rights of persons under the constitution, by arbitration or by any other\nlawful method.\n(2) A resolution arrived at by agreement between the parties to an issue or under\nsubsection (1) may not be set aside unless vitiated by fraud or bad faith.\nPART 4 - THE OPERATION AND MANAGEMENT OF\nFOUNDATION COMPANIES\n12.\nBylaws\n12. (1) A foundation company\u2019s constitution may provide for the making and altering\nof bylaws for the foundation company.\n(2) Directors, officers and their delegates, and any others who have duties or powers\nunder the constitution, shall comply with applicable provisions of the bylaws,\nso far as that is possible and consistent with the constitution and the law, and\n\nFoundation Companies Act (2025 Revision)\nSection 13\n\nc\nRevised as at 31st December, 2024\nPage 11\n\nthe foundation company is able to meet the liabilities relating to such\ncompliance.\n(3) Bylaws do not form part of the constitution for any purpose of the Companies\nAct applicable to foundation companies or this Act.\n(4) Persons dealing in good faith with a foundation company are not required to\nconsider its bylaws or look into compliance by directors or others with its\nbylaws.\n13.\nRegistered office\n13. (1) A foundation company\u2019s registered office shall be at its secretary\u2019s business\naddress as a qualified person.\n(2) If the secretary\u2019s business address changes, sections 51 and 77 of the Companies\nAct applicable to foundation companies apply for the change.\n14.\nRegister of supervisors\n14. (1) Each foundation company shall keep at its registered office a register of its\nsupervisors containing \u2014\n(a)\nthe names and addresses of its supervisors;\n(b) the date on which each of its supervisors was appointed; and\n(c)\nany date on which a supervisor\u2019s appointment ceased.\n(2) If a change takes place in a foundation company\u2019s supervisors, the foundation\ncompany shall, within sixty days, update its register to reflect the change.\n(3) If a foundation company contravenes this section, the following commit an\noffence and are liable to a maximum fine of five hundred dollars for each day\nduring which the contravention continues \u2014\n(a)\nthe foundation company; and\n(b) every director or manager of the foundation company who knowingly and\nwilfully authorised or permitted the contravention.\n15.\nLimitation on distributions\n15. (1) A foundation company shall not dispose of any of its assets if, immediately\nfollowing the date on which the disposition is proposed to be made, it will be\nunable to pay its debts as they fall due in the ordinary course of business (a\n\u201cprohibited distribution\u201d).\n(2) The recipient of a prohibited distribution is liable to the foundation company for\nthe amount or value of the disposition if, when it was received, the recipient had\nactual knowledge that the disposition was a prohibited distribution.\n(3) If a director or manager of a foundation company knowingly and wilfully\nauthorises or permits a prohibited distribution, the director or manager commits\n\nSection 16\nFoundation Companies Act (2025 Revision)\n\nPage 12\nRevised as at 31st December, 2024\nc\n\nan offence and is liable to a maximum fine of fifteen thousand dollars and to\nimprisonment for five years, or both, and the foundation company commits an\noffence and is liable to a maximum fine of fifteen thousand dollars.\n(4) For this section, \u201cdispose\u201d is defined in section 87 of the Trusts Act (2021\nRevision).\n16.\nSecretary\n16. (1) A foundation company shall at all times have a qualified person as its secretary.\n(2) The secretary shall continue to hold office until a qualified person has been\nappointed in the secretary\u2019s place and the Registrar has been given a notice of\nthe change accompanied by the prescribed fee.\n(3) A person who is not a qualified person may be appointed as an assistant\nsecretary.\n(4) Subject to any contrary provision in the constitution of the foundation company,\nthe secretary is authorised to apply to the Court under Part 5.\n17.\nCompliance with certain laws\n17. (1) A foundation company \u2014\n(a)\nshall ensure the foundation company, and its directors, officers, and\ninterested persons give information concerning the foundation company\nthat its secretary may reasonably require to comply with the following Acts\nand Regulations \u2014\n(i)\nthe Proceeds of Crime Act (2025 Revision);\n(ii) the Terrorism Act (2018 Revision); and\n(iii) the Anti-Money Laundering Regulations (2025 Revision); and\n(b) shall not accept an asset contribution that is gratuitous or is in\nconsideration of a share issue unless its secretary has given the foundation\ncompany a notice that there appears to be no objection under those Acts\nand Regulations to the acceptance.\n(2) If a foundation company contravenes subsection (1), the following commit an\noffence and are liable to a maximum fine of fifteen thousand dollars and to\nimprisonment for five years, or both \u2014\n(a)\nthe foundation company;\n(b) its directors and any manager of the foundation company; and\n(c)\nanyone else who, when the offence was committed, was purporting to act\nas a director or manager of the foundation company.\n(3) However, it is a defence for an individual to prove the offence was committed\nwithout the individual\u2019s consent or connivance or that the individual exercised\nreasonable diligence to prevent the commission of the offence.\n\nFoundation Companies Act (2025 Revision)\nSection 18\n\nc\nRevised as at 31st December, 2024\nPage 13\n\n(4) A foundation company\u2019s secretary shall maintain a full and proper record of the\nsecretary\u2019s activities and enquiries made for giving notices under\nsubsection (1)(b), including information given to the secretary for that purpose.\n(5) A secretary who contravenes subsection (4) commits an offence and is liable to\na maximum fine of fifteen thousand dollars and to imprisonment for five years,\nor both.\n(6) In this section, \u201cinformation\u201d includes accounts, documents and records.\nPART 5 - THE GRAND COURT\u2019S FUNCTIONS\n18.\nConstitutional obsolescence etc.\n18. (1) This section applies if \u2014\n(a)\na foundation company\u2019s objects or the provisions of its constitution about\nthe disposal of its surplus assets on winding-up (\u201csurplus asset disposal\u201d)\nbecome wholly or partly as follows (the \u201cdifficulty\u201d) \u2014\n(i)\nimpossible or impracticable;\n(ii) unlawful; or\n(iii) obsolete in that, because of changed circumstances, they fail to\nachieve the foundation company\u2019s general intent; and\n(b) either \u2014\n(i)\nthere is no power under the constitution to resolve the difficulty by\naltering the constitution or otherwise; or\n(ii) such a power exists but has not been exercised.\n(2) Any of the following may apply to the Court for it to resolve the difficulty \u2014\n(a)\nthe foundation company;\n(b) subject to any contrary provision in the constitution, its secretary;\n(c)\nan interested person;\n(d) a person authorised under the constitution; or\n(e)\nthe foundation company\u2019s liquidator.\n(3) The Court may decide the application by \u2014\n(a)\naltering the constitution in any way it considers appropriate to resolve the\ndifficulty in accordance with the general intent of the foundation company;\nor\n(b) if the Court considers the difficulty cannot be so resolved or that the\ngeneral intent cannot be sufficiently found from admissible evidence as a\nmatter of probability, making a winding-up order for the foundation\ncompany.\n\nSection 19\nFoundation Companies Act (2025 Revision)\n\nPage 14\nRevised as at 31st December, 2024\nc\n\n(4) If the Court makes a winding-up order, it shall give the liquidator directions\nabout surplus asset disposal in the way it considers will best help to achieve any\ngeneral intent found.\n(5) If the Court considers that there is no better type of disposition for any general\nintent found or if no general intent was found, the surplus asset disposal is to be\ntreated as a disposition for charitable purposes.\n19.\nBreakdown in the appointment of directors or supervisors\n19. (1) This section applies if \u2014\n(a)\na foundation company \u2014\n(i)\nceases to have, or to have enough, directors, for it to be managed\nunder its constitution, or its directors are not dealing with its business\n(a \u201cdirectorship difficulty\u201d); or\n(ii) ceases to have members, supervisors or interested persons, or enough\nof them to perform their roles under the constitution, or they have not\nbeen doing so (a \u201csupervisory difficulty\u201d); and\n(b) either \u2014\n(i)\nthere is no power under the constitution to resolve the directorship or\nsupervisory difficulty by altering the constitution, or otherwise; or\n(ii) such a power exists but has not been exercised.\n(2) Any of the following may apply to the Court for it to resolve either difficulty \u2014\n(a)\na member, supervisor, director, officer or interested person of the\nfoundation company;\n(b) subject to any contrary provision in the constitution, its secretary; or\n(c)\nanyone else authorised under the constitution.\n(3) Further, the directors and officers have a duty to make such an application for a\ndirectorship difficulty.\n(4) The Court may decide the application by making a winding-up order for the\nfoundation company or by making any or all of the following orders \u2014\n(a)\nfor the directorship difficulty \u2014\n(i)\nappointing or removing directors; or\n(ii) altering the provisions of the constitution about appointing or\nremoving directors;\n(b) for the supervisory difficulty \u2014\n(i)\nappointing or removing supervisors; or\n(ii) altering the provisions of the constitution about appointing or\nremoving supervisors or about the powers, duties and other terms of\nappointment of supervisors;\n\nFoundation Companies Act (2025 Revision)\nSection 20\n\nc\nRevised as at 31st December, 2024\nPage 15\n\n(c)\nfor either difficulty, making an alternative order to winding-up that may\nbe made under section 95 of the Companies Act applicable to foundation\ncompanies.\n20.\nApplication to the Court for opinion, advice or directions\n20. (1) Subject to any contrary provision in its constitution, a foundation company with\nenforceable duties under section 7(5) has a right to apply to the Court for an\nopinion or advice or for directions.\n(2) Section 48 of the Trusts Act (2021 Revision) applies for the application and any\nsuch advice, opinion or directions and the protection of the foundation company\nas if a reference in the section \u2014\n(a)\nto a trustee or personal representative were a reference to the foundation\ncompany;\n(b) to trust money or assets were a reference to the foundation company\u2019s\nassets; and\n(c)\nto a person interested in an application were only a reference to an\ninterested person for the foundation company.\n21.\nGeneral order-making power for Part\n21. The Court may also make any further order or direction it thinks fit to give effect to\nan order under this Part, including about costs.\nPART 6 - MISCELLANEOUS\n22.\nProvision about offences\n22. (1) A proceeding for an offence against this Act shall be tried summarily.\n(2) The penalty under this Act for an offence applies despite sections 6(2) and 8 of\nthe Criminal Procedure Code (2021 Revision).\n23.\nRegulations\n23. The Cabinet may make Regulations prescribing fees and forms for the purposes of\nthis Act and all other matters that are required or permitted under this Act to be\nprescribed, or are necessary or convenient to be prescribed for giving effect to the\npurposes of this Act.\n\nFoundation Companies Act (2025 Revision)\n\nSCHEDULE 1\n\nc\nRevised as at 31st December, 2024\nPage 17\n\n SCHEDULE 1\n (section 3(2))\nTHE COMPANIES ACT (2025 Revision) APPLICABLE TO\nFOUNDATION COMPANIES\nPART 1 - EXCLUDED PROVISIONS\nThe following provisions of the Companies Act (2025 Revision) do not apply to a\nfoundation company -\n\u2022\nSection 11 (Address of registered office may be changed);\n\u2022\nSection 22 (Adoption and application of Table A in Schedule 1);\n\u2022\nSection 37(3)(b) (Redemption and purchase of shares);\n\u2022\nSection 217(3) and (4) (Shares and dividends);\n\u2022\nSubject to Part 2, item 19, Parts 12 (Transfer by way of Continuation)\nand 16 (Merger and Consolidation)\nPART 2 - MODIFICATIONS TO SPECIFIC PROVISIONS OF THE\nCOMPANIES ACT FOR FOUNDATION COMPANIES\n1. Sections 12, 25(3), 28(1), 29, 40, 44, 46, 48, 57, 60, 61, 66, 67, 73, 75, 86, 95(3)\nand 159 apply as if a reference to a member were a reference to an interested\nperson.\n2. Section 24 applies subject to section 10 of this Act.\n3. Section 26(3) applies as though it referred to the business address in the Islands\nof the secretary for the time being.\n4. Section 37B(1) applies without the final phrase \u201cunless, as a result of the\nsurrender, there would no longer be any issued shares of the company other than\nshares held as treasury shares\u201d.\n5. Sections 50 and 51 apply subject to section 13 of this Act.\n6. Section 64 applies as though paragraphs (a), (b) and (c) were replaced by the\nfollowing \u2014\n\u201c(a) on the application of at least one fifth of the total number of interested\npersons.\u201d\n7. In section 89, the definition of \u201ccontributory\u201d includes: \u201c(c) every interested\nperson.\u201d.\n\nSCHEDULE 1\nFoundation Companies Act (2025 Revision)\n\nPage 18\nRevised as at 31st December, 2024\nc\n\n8. Section 92 applies subject to any provision of a foundation company\u2019s\nconstitution restricting or excluding the power of members or contributories to\npetition the Court for the foundation company\u2019s winding-up.\n9. Section 94(1)(c) applies subject to any provision of a foundation company\u2019s\nconstitution restricting or excluding the power of members or contributories to\npetition the Court for its winding-up.\n10. Sections 101(3) and 103(1) apply as though they included any supervisors who\nhave a duty of any description under the foundation company\u2019s constitution.\n11. Section 110(1)(a) applies as though the phrase \u201cto the persons entitled to it\u201d were\nreplaced by \u201cin the way required by its memorandum or articles of association\u201d.\n12. Section 116 applies subject to any provision of a foundation company\u2019s\nconstitution restricting or preventing its voluntary winding-up.\n13. Section 121(2) applies as though \u201cany shareholder or shareholders holding not\nless than one fifth of the foundation company\u2019s issued share capital\u201d were\nreplaced by \u201cinterested persons with not less than one fifth of the voting rights\nexercisable at general meetings\u201d.\n14. Section 131(b) applies as though the words \u201cin the interests of the contributories\u201d\nwere omitted.\n15. Section 134 applies as if a reference to an officer included a reference to a\nsupervisor.\n16. Section 135, 136, 137 and 160 apply as though they included any supervisor who\nhas duties of any description under the foundation company\u2019s constitution.\n17. Section 140 applies as though the words \u201cshall be distributed amongst the\nmembers according to their rights and interests in the company\u201d were replaced by\n\u201cshall be distributed or applied in the way required by the foundation company\u2019s\nconstitution\u201d.\n18. Section 153(1) applies as though it contained the additional words \u201cor, for a\nfoundation company, on trust to distribute or apply the same in the way required\nby a foundation company\u2019s constitution\u201d.\n19. Regulations may prescribe a modified version of the following Parts for\nfoundation companies, which are to apply as part of the Companies Act applicable\nto foundation companies instead of those Parts -\n(a)\nPart 12 (Transfer by way of Continuation) for body corporate existing\nunder the laws of a jurisdiction outside of the Islands applying to be\nregistered in the Islands by way of continuation as a foundation company,\nand to a foundation company proposing to be registered by way of\ncontinuation in a jurisdiction outside the Islands; and\n\nFoundation Companies Act (2025 Revision)\n\nSCHEDULE 1\n\nc\nRevised as at 31st December, 2024\nPage 19\n\n(b) Part 16 (Merger and Consolidation) for mergers and consolidations in\nwhich one or both of the constituent companies or the consolidated\ncompany is or is intended to be a foundation company.\n\nSCHEDULE 2\nFoundation Companies Act (2025 Revision)\n\nPage 20\nRevised as at 31st December, 2024\nc\n\nSCHEDULE 2\nMODEL CONSTITUTION\n(section 6)\nPART 1 - MEMORANDUM OF ASSOCIATION\nMEMORANDUM OF ASSOCIATION\nOF\nTHE JOHN SMITH FOUNDATION COMPANY LIMITED\nA foundation company limited by guarantee\n1.\nThe name of the foundation company is The John Smith Foundation Company\nLimited.\n2.\nThe foundation company is a company within the meaning of the Companies Act\nand a foundation company within the meaning of the Foundation Companies Act\n(2025 Revision).\n3.\nThe objects for which the foundation company is established are -\n(a)\nto act as a holding company and an investment company, with no\nrestriction on the objects or operations of its subsidiaries or on the nature\nof its or their investments;\n(b) to provide financial assistance or benefits to beneficiaries designated under\nthe articles of association; and\n(c)\nto do all such things as in the opinion of the directors are or may be\nincidental or conducive to the above objects or any of them.\n4.\nThe foundation company shall have and be capable of exercising all the functions\nof a natural person of full capacity irrespective of any question or corporate\nbenefit, as provided by section 27(2) of the Companies Act (2025 Revision).\n5.\nThe foundation company may not carry on a business for which a licence is\nrequired under the Laws of the Cayman Islands unless duly licensed.\n6.\nNo portion of the income or property of the foundation company from whatever\nplace or source shall be paid or transferred directly or indirectly by way of\ndividend, bonus or otherwise howsoever by way of profit to the members,\ndirectors or supervisors of the foundation company, as such, apart from authorised\nremuneration for services to the foundation company.\n7.\nThe liability of the members is limited.\n\nFoundation Companies Act (2025 Revision)\n\nSCHEDULE 2\n\nc\nRevised as at 31st December, 2024\nPage 21\n\n8.\nThe foundation company may cease to have members.\n9.\nEach person who is a member undertakes to contribute to the assets of the\nfoundation company in the event of the foundation company being wound up\nduring the time that the person is a member, or within one year afterwards, for\npayment of the debts and liabilities of the foundation company contracted before\nthe time at which the person ceases to be a member, and the cost, charges and\nexpenses of the winding-up of the foundation company, and for the adjustments\nof the rights of the contributories amongst themselves, such amounts as may be\nrequired, not exceeding the sum of one United States dollar (US$1.00).\n10.\nIf on the winding-up or dissolution of the foundation company there remain\nsurplus assets after the satisfaction of its debts and liabilities, the same shall be\napplied or distributed under the articles of association of the foundation company\nand, subject thereto, shall be paid or transferred to such charitable objects as shall\nbe decided by ordinary resolution of the foundation company.\n11.\nThis memorandum and the articles of association may be altered by special\nresolution, except that neither clause 6 nor clause 10 of this memorandum may be\naltered, and no other alteration may be made which is in any way inconsistent\nwith clause 6 or clause 10.\nDated this ____day of ________________ 20____.\nSIGNATURE, NAME, OCCUPATION\nAND ADDRESS OF SUBSCRIBER\n\nSCHEDULE 2\nFoundation Companies Act (2025 Revision)\n\nPage 22\nRevised as at 31st December, 2024\nc\n\nPART 2- ARTICLES OF ASSOCIATION\nARTICLES OF ASSOCIATION\nOF\nTHE JOHN SMITH FOUNDATION COMPANY LIMITED\nA foundation company limited by guarantee\n1.\nINTERPRETATION\n1.1\nIn these articles, unless the context requires otherwise -\n\u201cfounder\u201d means the founder named in these articles;\n\u201cLaws\u201d means the Foundation Companies Act (2025 Revision), the Companies Act\napplicable to Foundation Companies, and every statutory modification or reenactment of them;\n\u201cordinary resolution\u201d means a resolution passed at a general meeting of the foundation\ncompany by a simple majority of votes cast or by a written resolution in writing\nunder article 9.8;\n\u201cspecial resolution\u201d means a resolution passed at a general meeting of the foundation\ncompany by not less than a two-thirds majority of votes cast or by a resolution in\nwriting under article 9.8; and\n\u201cwritten\u201d and \u201cin writing\u201d include all modes of representing or reproducing words in\nvisible form.\n1.2\nExcept as provided above, words and expressions defined or used in the Laws\nhave the same meaning in these articles.\n2.\nPRELIMINARY\n2.1\nThe business of the foundation company may be commenced immediately upon\nregistration under the Laws.\n2.2\nThe foundation company may ratify any contract or other transaction entered into\nin its name or on its behalf prior to registration.\n2.3\nThe preliminary expenses of incorporating the foundation company shall be paid\nby the foundation company, including any expenses concerning any contract or\ntransaction ratified under article 2.2.\n3.\nTHE FOUNDER\n3.1\nThe founder is John Smith of George Town, Grand Cayman.\n3.2\nThe founder has the following powers, each of which is described in more detail\nelsewhere in these articles \u2014\n\nFoundation Companies Act (2025 Revision)\n\nSCHEDULE 2\n\nc\nRevised as at 31st December, 2024\nPage 23\n\n(a)\nthe power to authorise the admission of members, or to restrict or prohibit\nthe admission of members (see article 4);\n(b) the power to appoint or remove directors (see article 5);\n(c)\nthe power to call for reports, accounts, information and explanations from\nthe directors (see articles 5 and 13);\n(d) the power to appoint or remove supervisors, and settle their powers and\nduties (see article 6);\n(e)\nthe power to designate beneficiaries, give directions as to their benefits,\ngrant them enforceable rights, and to revoke or vary the same (see article\n7);\n(f)\nthe right to receive notice of, and attend and vote at, general meetings of\nthe foundation company (article 9);\n(g) the power to cause the foundation company to be wound up (see article\n15); and\n(h) the power to adopt, revoke or vary bylaws (see article 18).\n3.3\nThe founder\u2019s powers are free of any duty, and may be exercised for the founder\u2019s\nown benefit.\n3.4\nThe founder may by notice to the foundation company revocably or irrevocably\nterminate or restrict any or all of the founder\u2019s powers. If the termination or\nrestriction is expressed to be irrevocable, it may not be altered or revoked, directly\nor through an alteration of these articles.\n3.5\nThe founder\u2019s powers are not assignable and, except as permitted by these articles\nor required by law, may not be exercised by any other person on behalf of the\nfounder.\n3.6\nUpon the founder\u2019s death the founder\u2019s powers shall terminate.\n3.7\nAn exercise of a founder\u2019s power does not cease to be effective by reason only\nthat the founder subsequently dies or ceases to have the power.\n4.\nMEMBERS\n4.1\nThe subscribers to the memorandum are the first members of the foundation\ncompany.\n4.2\nSubject to these articles, the directors may, if so authorised by the founder or by\na special resolution of the foundation company, admit as a member any person\nwho has applied for membership in writing, and the terms of admission may\nrestrict, enlarge or exclude any or all of the voting and other rights or powers of\nmembers under these articles, or provide for termination of membership at a\nspecified time or in specified circumstances.\n4.3\nThe founder by notice to the foundation company, or the foundation company by\nspecial resolution, may restrict or prohibit the subsequent admission of members.\n\nSCHEDULE 2\nFoundation Companies Act (2025 Revision)\n\nPage 24\nRevised as at 31st December, 2024\nc\n\nIf the restriction or prohibition is expressed to be irrevocable, it may not be altered\nor revoked, directly or through an alteration of these articles.\n4.4\nA person\u2019s membership of the foundation company terminates \u2014\n(a)\nif the person dies or, being a corporation, is dissolved;\n(b) if the person resigns as a member by notice to the foundation company.\nThe resignation shall be effective immediately unless the notice states\notherwise; or\n(c)\nas provided in the person\u2019s terms of admission as a member.\n4.5\nIt is not a condition of this article that the foundation company continues to have\none or more members.\n4.6\nThe rights and powers of members are not assignable and, except as permitted by\nthese articles or required by law, the rights or powers of a member may not be\nexercised by any other person on behalf of the member.\n4.7\nThe rights and powers of members are free of any duty.\n5.\nDIRECTORS\n5.1\nThe foundation company shall at all times have at least two directors.\n5.2\nThe first directors may be appointed by the subscribers to the memorandum.\n5.3\nThe founder has the power, exercisable by notice to the foundation company, to\nappoint or remove directors, including the founder if the founder is one.\n5.4\nBy ordinary resolution the foundation company may appoint or remove directors.\n5.5\nA person ceases to be a director if removed under the foregoing provisions or \u2014\n(a)\nif the person dies or becomes bankrupt or, being a corporation, enters\ninto winding-up or is dissolved; or\n(b)\nif the person resigns as a director by notice to the foundation company.\nThe resignation shall be effective immediately unless the notice states\notherwise.\n5.6\nSubject to these articles and the bylaws, the business and affairs of the foundation\ncompany shall be managed by or under the control of the directors, who may\nexercise all the powers of the foundation company other than those that are\nrequired by these articles or the bylaws to be exercised by the general meeting or\nothers.\n5.7\nThe directors shall observe these articles and the bylaws, and shall at all times act\nin the interests of the foundation company and its objects.\n5.8\nThe directors shall give to the founder or the general meeting (or the persons who\nhave the right to attend the general meeting) such reports, accounts, information\nand explanations concerning the business and affairs of the foundation company,\n\nFoundation Companies Act (2025 Revision)\n\nSCHEDULE 2\n\nc\nRevised as at 31st December, 2024\nPage 25\n\nand the discharge of the directors\u2019 duties and the exercise of their powers, as may\nbe required by \u2014\n(a)\nnotice from the founder; or\n(b) an ordinary resolution of the foundation company.\n5.9\nThe duties of the directors are owed to the foundation company only.\n5.10\nDirectors\u2019 remuneration shall be at such rates and on such terms as may be agreed\nin writing by the founder or by an ordinary resolution of the foundation company.\n6.\nSUPERVISORS\n6.1\nThe founder has the power, exercisable by notice to the foundation company, to\nappoint or remove supervisors to supervise the management of the foundation\ncompany.\n6.2\nThe founder\u2019s notice appointing a supervisor may \u2014\n(a)\nrestrict, enlarge or exclude any or all of the voting and other rights or\npowers of supervisors under these articles;\n(b)\nimpose any supervisory or other duty or disability, grant a related\nexculpation, and waive conflicting interests or duties;\n(c)\ngive the supervisor rights to remuneration or indemnity by the\nfoundation company; and\n(d)\nprovide for the termination of the supervisor\u2019s appointment at a specified\ntime or in specified circumstances.\n6.3\nA person who is a supervisor has the power by notice to the foundation company\nto appoint a person to succeed the person as supervisor immediately or at a\nspecified time or in specified circumstances, with and subject to the same terms\nof appointment as applied to the appointor, and to revoke such appointment at any\ntime before it takes effect.\n6.4\nA person ceases to be a supervisor \u2014\n(a)\nif the person dies or becomes bankrupt or, being a corporation, enters into\nwinding-up or is dissolved;\n(b) if the person resigns as a supervisor by notice to the foundation company,\nand the resignation shall be effective immediately unless the notice states\notherwise;\n(c)\nif the person becomes a director or acquires any interest or duty that\nconflicts with any duty of the person as a supervisor, unless authorised by\nthe founder, or by a special resolution of the foundation company;\n(d) as provided in the person\u2019s terms of appointment as a supervisor; or\n(e)\nif removed by the founder.\n6.5\nThe foundation company is required at all times after the founder\u2019s death, or if the\nfounder is incapacitated, to have at least two supervisors who are not directors and\n\nSCHEDULE 2\nFoundation Companies Act (2025 Revision)\n\nPage 26\nRevised as at 31st December, 2024\nc\n\nare able and willing to supervise the management of the foundation company. If\nthis requirement is not met, the foundation company shall by ordinary resolution\nappoint one or more supervisors, on such terms as it thinks fit, to make up the\nshortfall, failing which the directors shall apply to the Court under section 19(2)\nof the Foundation Companies Act (2025 Revision).\n6.6\nA supervisor -\n(a)\nmay require access during normal working hours to the files, books,\naccounts and records of the foundation company;\n(b) may by notice to the foundation company call for such reports, accounts,\ninformation and explanations from the directors as to the administration of\nthe foundation company as are described in the notice;\n(c)\nhas the right to receive notice of, and attend and vote at, general meetings;\nand\n(d) shall observe these articles and the bylaws.\n6.7\nThe powers granted to a supervisor under these articles may only be exercised in\nthe interests of the foundation company and its objects.\n6.8\nAny duties of a supervisor are owed to the foundation company only.\n7.\nBENEFICIARIES\n7.1\nThe founder has the power, exercisable by notice to the foundation company -\n(a)\nto designate persons or descriptions of persons as beneficiaries,\nconditionally or unconditionally;\n(b) to give directions as to the benefits which a beneficiary will or may receive\nfrom the foundation company;\n(c)\nto declare that the beneficiary shall have an enforceable right to receive\nbenefits from the foundation company, or any other rights in or against the\nfoundation company, or that the beneficiary is an interested person for any\nor all of the purposes of the Foundation Companies Act (2025 Revision),\nand\n(d) to revoke or vary any such designation, direction or declaration.\n7.2\nSubject to any unrevoked declaration under article 7.1(c), a beneficiary does not,\nas such, have any rights, powers or interests in or against the foundation company,\nthe founder, the directors, the supervisors, or any property of the foundation\ncompany except -\n(a)\nthe right to retain any benefit that has been properly conferred upon the\nbeneficiary by the foundation company; and\n(b) the right, exercisable by notice to the foundation company, to terminate\nthe beneficiary\u2019s status as a beneficiary.\n\nFoundation Companies Act (2025 Revision)\n\nSCHEDULE 2\n\nc\nRevised as at 31st December, 2024\nPage 27\n\n8.\nSECRETARY\n8.1\nThe first secretary is [\n\n].\n8.2\nThe founder has the power, exercisable by notice to the foundation company, to\nappoint or remove the secretary or any assistant secretary provided always that\nthere shall at all times be a qualified person as defined under the Law appointed\nas the secretary and no secretary shall cease to hold office until a qualified person\nhas been appointed in the secretary\u2019s place and the Registrar has been notified.\n8.3\nThe directors may appoint and remove the secretary or an assistant secretary\nprovided that there shall at all times be a qualified person as defined under the\nLaw appointed as the secretary and no secretary shall cease to hold office until a\nqualified person has been appointed in the secretary\u2019s place and the Registrar has\nbeen notified.\n8.4\nThe remuneration of the secretary shall be at such rate and on such terms as agreed\nin writing by the directors.\n8.5\nThe secretary shall at all times comply with the requirements of regulatory laws\nas defined in section 2 of the Companies Act and shall be entitled to receive from\nthe foundation company and any interested person such information as the\nsecretary may reasonably require for such compliance.\n8.6\nSection 16 of the Foundation Companies Law, 2017 shall be observed.\n9.\nGENERAL MEETINGS\n9.1\nThe foundation company shall in each year of its existence hold a general meeting\nas its Annual General Meeting at the time and place appointed by the secretary\nafter consultation with the directors.\n9.2\nThe secretary shall convene a general meeting when required to do so by written\nrequisition of -\n(a)\nthe founder; or\n(b) any person who has the right to attend general meetings; or\n(c)\nthe directors.\n9.3\nThe persons who have the right to receive notice of, and to attend and have one\nvote each at, general meetings are -\n(a)\nthe founder;\n(b) any members;\n(c)\nthe supervisors; and\n(d) any beneficiary to whom the right has been granted by an unrevoked\ndeclaration under article 7.1(c).\n9.4\nGeneral meetings shall be convened by not less than twenty-one days\u2019 notice\n(exclusive of the day on which the notice was served) to everyone entitled to\n\nSCHEDULE 2\nFoundation Companies Act (2025 Revision)\n\nPage 28\nRevised as at 31st December, 2024\nc\n\nattend, unless all persons entitled to attend agree to short notice (or no notice).\nThe notice shall state the place, day and hour of the meeting and the general nature\nof the business to be transacted.\n9.5\nThe accidental omission to give notice of a general meeting to any person so\nentitled or the non-receipt of a notice of a meeting shall not invalidate the\nproceedings at that meeting.\n9.6\nNo business shall be transacted at a general meeting unless a quorum is present in\nperson or by proxy when the meeting proceeds to business. The quorum is a\nmajority of the persons entitled to attend and shall include the founder if the\nfounder is alive and not incapacitated.\n9.7\nAt any general meeting of the foundation company, unless the Law or these\narticles otherwise provide, every motion proposed shall be decided by ordinary\nresolution of those present in person or by proxy and entitled to vote.\n9.8\nA resolution in writing signed by all persons for the time being entitled to vote at\ngeneral meetings shall be as valid and effective as if the same had been passed at\na general meeting of the foundation company duly convened and held.\n9.9\nA general meeting may be held, and any person may participate in a meeting, by\nmeans of a conference telephone or similar communications equipment by means\nof which all persons participating in the meeting are capable of hearing each other,\nand such participation shall be deemed to constitute presence in person at the\nmeeting.\n10. PROXIES\n10.1\nAny person entitled to attend and vote at a general meeting of the foundation\ncompany may by written instrument under hand, or if the appointor is a\ncorporation, either under the corporation's seal or under the hand of an officer or\nattorney duly authorised, appoint a proxy to represent at the general meeting of\nthe foundation company.\n10.2\nThe instrument appointing a proxy may be in any usual or common form or as\notherwise acceptable to the chairperson of the meeting for which the instrument\nis first presented.\n11. DIRECTORS MEETINGS\n11.1\nExcept as otherwise provided by these articles, the directors shall meet together\nfor the despatch of business, convening, adjourning and otherwise regulating their\nmeetings as they think fit. Questions arising at any meeting shall be decided by a\nmajority of votes of the directors present. Each director shall have one vote. In\ncase of an equality of votes, the chairperson of the meeting shall have a second or\ncasting vote.\n\nFoundation Companies Act (2025 Revision)\n\nSCHEDULE 2\n\nc\nRevised as at 31st December, 2024\nPage 29\n\n11.2\nThe secretary on the written requisition of a director shall, at any time summon a\nmeeting of the directors by at least five days\u2019 notice (exclusive of the day on which\nthe notice is served) in writing to every director specifying the place, the day and\nthe hour of the meeting and the general nature of the business to be transacted\nunless notice is waived by all the directors either at, before or after the meeting is\nheld.\n11.3\nThe quorum necessary for the transaction of the business of the directors may be\nfixed by ordinary resolution of the foundation company and unless so fixed shall\nbe at least two of the directors then holding office, present in person.\n11.4\nMinutes of all meetings of the directors shall be signed by the chairperson of the\nmeeting or the next succeeding meeting and a copy of the minutes shall be\ncirculated to all directors and the secretary within fourteen days after the meeting\nand in any event before the next scheduled meeting.\n11.5\nA resolution in writing signed by all the directors for the time being shall be as\nvalid and effectual as if it had been passed at a meeting of the directors duly\nconvened.\n11.6\nA meeting of the directors may be held, and any director may participate in a\nmeeting, by means of a telephone conference or similar communications\nequipment by means of which all persons participating in the meeting are capable\nof hearing each other, and such participation shall be deemed to constitute\npresence in person at the meeting.\n12. REGISTERS\n12.1\nIn addition to the registers required to be maintained under the Laws, the\nfoundation company shall maintain a register of interested persons at its registered\noffice which shall, inter alia, record \u2014\n(a)\nthe date upon which a person first became an interested person, and upon\nwhich the person ceased to be an interested person;\n(b) the name of the currently designated representative of such interested\nperson in the case of a corporate member; and\n(c)\nthe address of the interested person in the Islands for service of notices.\n13. ACCOUNTS\n13.1\nThe directors shall cause proper books of account to be kept for \u2014\n(a)\nall funds received or expended or distributed by the foundation company\nand the matters in respect of which the receipt or expenditure takes place;\nand\n(b) the assets and liabilities of the foundation company,\nand proper books of account shall not be deemed to be kept if there are not kept\nsuch books as are necessary to give a true and fair view of the state of the\n\nSCHEDULE 2\nFoundation Companies Act (2025 Revision)\n\nPage 30\nRevised as at 31st December, 2024\nc\n\nfoundation company\u2019s affairs and to explain its transactions. Such books shall be\nkept at the registered office or such other place as may be determined by special\nresolution of the foundation company.\n13.2\nThe books of account shall be open at any time in ordinary business hours to\ninspection by the founder, a supervisor, and any other person to whom a right of\naccess has been granted under these articles.\n13.3\nBy notice to the foundation company the founder or a supervisor may call for such\nreports, accounts, information and explanations from the directors as to the\nadministration of the foundation company as are described in the notice.\n14. AUDITORS\n14.1\nThe foundation company may by ordinary resolution at any time appoint or\nreplace an auditor or auditors of the foundation company. The remuneration of an\nauditor shall be fixed by ordinary resolution.\n14.2\nEvery auditor shall have a right of access at all times in ordinary business hours\nto the books of account of the foundation company and shall be entitled to require\nfrom the directors and officers of the foundation company such information and\nexplanation, and access to vouchers and other documents, as the auditor considers\nnecessary for the performance of the auditor\u2019s duties.\n15. WINDING-UP\n15.1\nThe foundation company shall be wound up if the founder delivers notice to the\nfoundation company at its registered office declaring that it is to be wound up.\nThe person designated in the founder\u2019s notice shall be the liquidator, or if no\nliquidator is so appointed, then the directors or such person as they shall appoint\nshall be the liquidator. The surplus assets shall be distributed to the founder or as\nthe founder directs.\n15.2\nMembers, directors and supervisors as such have no power or authority to wind\nup the foundation company or petition the Court to wind up the foundation\ncompany, except in the case of insolvency or for the purposes of a bona fide\nreorganisation intended to enable the foundation company to carry out its objects\nmore efficiently.\n16. INDEMNITY\n16.\nThe directors, supervisors, secretary and other officers of the foundation company\nshall be indemnified out of the assets of the foundation company from and against\nall actions, proceedings, costs, charges, losses, damages and expenses which they\nor any of them shall or may incur or sustain because of an act done or omitted in\nor about the execution of their duties in their respective offices, except such as\nthey shall incur or sustain by or through their own wilful neglect or default.\n\nFoundation Companies Act (2025 Revision)\n\nSCHEDULE 2\n\nc\nRevised as at 31st December, 2024\nPage 31\n\n17. BYLAWS\n17.1\nThe founder by notice to the foundation company, or the foundation company by\nspecial resolution, may adopt bylaws that are not inconsistent with the Laws or\nthe constitution.\n17.2\nBylaws may relate to any aspect of the business or affairs of the foundation\ncompany, or any of the duties or powers of the directors or their delegates, or\nothers who have duties or powers under these articles including the way of\nachieving the foundation company\u2019s objects, the benefitting of beneficiaries, the\ninvestment, management and protection of the foundation company\u2019s assets, the\nremuneration of directors and their delegates, the delegation of the directors\u2019\nduties and powers, the supervision of the management of the foundation company,\nand the appointment of advisers and other service-providers.\n17.3\nThe bylaws may be varied or revoked by the founder by notice to the foundation\ncompany, or by special resolution of the foundation company.\n17.4\nThe adoption or variation of bylaws shall not render any director or other person\nliable for prior conduct.\n17.5\nNo third party dealing in good faith with the foundation company need be\nconcerned with the bylaws or their observance.\n18. ALTERATION OF ARTICLES\nSubject to provisions of the constitution restricting alterations, these articles may\nbe altered by the founder by notice to the foundation company or by special\nresolution of the foundation company.\nPublication in consolidated and revised form authorised by the Cabinet this 21st\nday of January, 2025.\nKim Bullings\nClerk of the Cabinet\n\nFoundation Companies Act (2025 Revision)\n\nENDNOTES\n\nc\nRevised as at 31st December, 2024\nPage 33\n\nENDNOTES\nTable of Legislation history:\nSL #\nAct\/Law #\nLegislation\nCommencement\nGazette\n20\/2024\n\nFoundation Companies (Amendment) Act, 2023\n(Commencement)\nOrder, 2024\n31-Jul-2024 LG26\/2024\/s5\n\n17\/2023\nFoundation Companies (Amendment) Act, 2023\n31-Jul-2024 LG41\/2023\/s5\n\n56\/2020\nCitation of Acts of Parliament Act, 2020\n3-Dec-2020 LG89\/2020\/s1\n\n35\/2020\nCivil Partnership Law, 2020\n4-Sep-2020 LG64\/2020\/s1\n78\/2017\n\nFoundation Companies Law, 2017 (Commencement Order),\n2017\n18-Oct-2017 GE88\/2017\/s1\n\n29\/2017\nFoundation Companies Law, 2017\n18-Oct-2017 GE35\/2017\/s9\n\nENDNOTES\nFoundation Companies Act (2025 Revision)\n\nPage 34\nRevised as at 31st December, 2024\nc\n\nFoundation Companies Act (2025 Revision)\n\nENDNOTES\n\nc\nRevised as at 31st December, 2024\nPage 35\n\nENDNOTES\nFoundation Companies Act (2025 Revision)\n\nPage 36\nRevised as at 31st December, 2024\nc\n\n(Price: $7.20)","akn_extracted_at":"2026-06-22 15:33:03.102892+00","cms_id":"2017-0029","law_type":"principal","year":"2017","number":"29","title":"Foundation Companies Act","status":"in_force"},"provenance":{"files":[{"file_id":"5729","expr_id":"636","kind":"akn_xml","filename":"2017-0029_2025 Revision.akn.xml","source_url":null,"storage_path":"\/Users\/q\/kyleg-data\/working\/PRINCIPAL\/2017\/2017-0029\/2017-0029_2025 Revision.akn.xml","content_md5":"aad7f4dfa35200acdc46f8a4a0819c0c","byte_size":"58815","http_last_modified":null,"fetched_at":"2026-06-22 15:33:03.473806+00"},{"file_id":"1271","expr_id":"636","kind":"pristine_pdf","filename":"2017-0029_2025 Revision.pdf","source_url":"\/cms\/images\/LEGISLATION\/PRINCIPAL\/2017\/2017-0029\/2017-0029_2025 Revision.pdf","storage_path":"\/Users\/q\/kyleg-data\/pristine\/PRINCIPAL\/2017\/2017-0029\/2017-0029_2025 Revision.pdf","content_md5":"9969e3dd64ed31d00660605554163e38","byte_size":"490954","http_last_modified":null,"fetched_at":"2026-06-21 23:09:35.132063+00"},{"file_id":"1272","expr_id":"636","kind":"working_pdf","filename":"2017-0029_2025 Revision.pdf","source_url":"\/cms\/images\/LEGISLATION\/PRINCIPAL\/2017\/2017-0029\/2017-0029_2025 Revision.pdf","storage_path":"\/Users\/q\/kyleg-data\/working\/PRINCIPAL\/2017\/2017-0029\/2017-0029_2025 Revision.pdf","content_md5":"9969e3dd64ed31d00660605554163e38","byte_size":"490954","http_last_modified":null,"fetched_at":"2026-06-21 23:09:35.132063+00"}],"paragraph_count":24,"latest_history":null},"quality":{"expr_id":"636","doc_id":"636","quality_state":"needs_review","quality_score":"84","needs_human_review":"t","deterministic_categories":"{duplicate_text,page_header_footer_noise}","llm_categories":"{truncated_text,other}","repair_actions":"{collapse_duplicate_text,manual_review,reextract_full_text,strip_page_furniture}","finding_severity_counts":"{\"low\": 1, \"medium\": 1}","finding_summary":"Sample shows title and early sections correctly but ends mid\u2011sentence; likely truncation or extraction issue requiring review of omitted portion.","assessed_at":"2026-06-22 15:29:45.027274+00","updated_at":"2026-06-22 15:29:45.027274+00"}}