{"kind":"expression","expression":{"expr_id":"699","doc_id":"699","label":"2026 Revision","is_as_enacted":"f","commenced_on":"2026-01-29","superseded_on":null,"valid_from":"2026-01-29","valid_to":null,"is_current":"t","incorporating":"[\"Act 3\/2024 - Companies (Amendment) Act, 2024 - LG13\/2024\/s1\"]","akn_expr_iri":"\/akn\/ky\/act\/1961\/3\/eng@2026-01-29","akn_envelope":"{\"_canary\": {\"iri\": {\"work\": \"\/akn\/ky\/act\/1961\/3\", \"expression\": \"\/akn\/ky\/act\/1961\/3\/eng@2026-01-29\", \"manifestation\": \"\/akn\/ky\/act\/1961\/3\/eng@2026-01-29.pdf\"}, \"pdf\": {\"md5\": \"240704f31f9b4370d3faa5d2fa114051\", \"path\": \"\/Users\/q\/kyleg-data\/working\/PRINCIPAL\/1961\/1961-0003\/1961-0003_2026 Revision.pdf\", \"pages\": 204, \"filename\": \"1961-0003_2026 Revision.pdf\"}, \"errors\": [], \"extraction\": {\"model\": null, \"stats\": {\"word_count\": 78912, \"paragraph_count\": 244, \"text_char_count\": 494011}, \"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\": \"Companies Act (2026 Revision) SCHEDULE 3 Powers of Liquidators Powers exercisable with sanction Powers exercisable without sanction SCHEDULE 4 APPROVED STOCK EXCHANGES SCHEDULE 5 FEES ENDNOTES Companies Act (2026 Revision) (2026 Revision) PART 1 - Preliminary\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_1\", \"num\": \"1.\", \"text\": \"Short title 1. This Act may be cited as the Companies Act (2026 Revision).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_2\", \"num\": \"2.\", \"text\": \"Definitions and interpretation 2. (1) In this Act \u2014 \u201cAuthority\u201d means the Cayman Islands Monetary Authority established under section 5(1) of the Monetary Authority Act (2020 Revision) and includes a person acting under the Authority\u2019s authorisation; \u201cbearer share\u201d means a share in the capital of any company incorporated in the Islands which \u2014 (a) is represented by a certificate that does not record the owner\u2019s name; and (b) is transferable by delivery of the certificate; \u201cCayman Islands exempted limited partnership\u201d means an exempted limited partnership registered in accordance with section 9 of the Exempted Limited Partnership Act (2021 Revision); \u201cCayman Islands Stock Exchange\u201d means the Cayman Islands Stock Exchange Company incorporated under section 4 of the Stock Exchange Company Act (2014 Revision); Companies Act (2026 Revision) \u201ccertified translator\u201d means a person whose interpretation or translation competence has been tested and approved by a professional association or governmental body or any other person determined by the Registrar; \u201cCourt\u201d means the Grand Court of the Cayman Islands; \u201ccompany\u201d except where the context excludes exempted companies, means a company formed and registered under this Act or an existing company; \u201ccurrency\u201d includes the ECU and any unit of account used at any time by the European Monetary Fund; \u201cdual foreign name\u201d means an additional name in any language not utilising the Roman alphabet, utilising any letters, characters, script, accents and other diacritical marks, and which does not have to be a translation or transliteration of the name in the Roman alphabet; \u201cECU\u201d or \u201cEuropean Currency Unit\u201d means the former currency basket, which was replaced by the euro on 1st January, 1999, that was, from time to time, used as the unit of account of the European Community as defined in European Council Regulation No. 3320\/94; \u201ceuro\u201d means the common currency of participating member states of the European Union that adopt a single currency in accordance with the Treaty as defined in European Council Regulation No. 974\/98; \u201cexempted company\u201d means a company registered as an exempted company under section 164; \u201cexempted limited duration company\u201d means an exempted company registered as an exempted limited duration company under section 179; \u201cexisting company\u201d means a company which, prior to the 1st December, 1961, has been incorporated and its memorandum of association recorded in the Islands pursuant to the laws relating to companies then in force in the Islands; \u201chigh net worth person\u201d has the meaning assigned by section 2 of the Securities Investment Business Act (2020 Revision); \u201cInsolvency Rules Committee\u201d means the committee established in accordance with section 154; \u201cJudge\u201d means a Judge of the Grand Court; \u201cname\u201d, when relating to the name of a company, means a name in the Roman alphabet or Arabic numerals; \u201cnon-resident company\u201d bears the meaning ascribed to that term in section 2(1) of the Local Companies (Control) Act (2025 Revision); \u201cofficer\u201d in relation to a company, includes a manager or secretary; \u201cordinary non-resident company\u201d means a company designated by the Financial Secretary as a non-resident company in accordance with section 2(3) of the Local Companies (Control) Act (2025 Revision); Companies Act (2026 Revision) \u201cordinary resident company\u201d means a company which carries on business in the Islands in accordance with section 2(2) of the Local Companies (Control) Act (2025 Revision); \u201coverseas company\u201d means a company, body corporate or corporate entity existing under the laws of a jurisdiction outside the Islands; \u201cpublic notice\u201d means a public notice (whether in digital form or not) affixed by the Registrar at such place as may be determined, from time to time, by the Registrar; \u201cRegistrar\u201d means the Registrar of Companies appointed under section 3 and includes, where appropriate, the Deputy Registrar of Companies; \u201cregulated business\u201d means a business which is required to be licensed under one or other of the regulatory laws; \u201cregulatory laws\u201d means any one or more of the following \u2014 (a) Banks and Trust Companies Act (2025 Revision); (b) Building Societies Act (2020 Revision); (c) Companies Management Act (2025 Revision); (d) Cooperative Societies Act (2020 Revision); (e) Insurance Act, 2010 [Law 32 of 2010]; (f) Money Services Act (2020 Revision); (g) Mutual Funds Act (2025 Revision); (h) Securities Investment Business Act (2020 Revision); (i)  Development Bank Act (2018 Revision); (j)  Directors Registration and Licensing Act, 2014; and (k)  Private Funds Act (2021 Revision), and any other laws that may be prescribed by the Cabinet by regulations made under section 46 of the Monetary Authority Act (2020 Revision); \u201csolvency statement\u201d means a statement made in the prescribed form to the effect that a full enquiry into the company\u2019s affairs has been made and to the best of the directors\u2019 knowledge and belief the company will be able to pay its debts as they fall due in the ordinary course of business commencing on the date of the statement; \u201csophisticated person\u201d has the meaning assigned by section 2 of the Securities Investment Business Act (2020 Revision); \u201cspecial resolution\u201d means a special resolution as defined in section 60; \u201cspecial economic zone business\u201d means any type of business authorised to be carried on in a special economic zone pursuant to any Law in force in the Islands; Companies Act (2026 Revision) \u201cspecial economic zone company\u201d means an exempted company that is registered as such under section 182A; \u201ctranslated name\u201d means a translation or transliteration of an exempted company\u2019s dual foreign name into the English language provided by either a person licensed to provide such company\u2019s registered office in the Cayman Islands or a certified translator (together with a statement in the prescribed form as to the foreign language in which such dual foreign name is written); and \u201cTreaty\u201d means the Treaty on European Union signed in Maastricht on 7th February, 1992, as amended by the Treaty of Amsterdam amending the Treaty on European Union, signed in Amsterdam on 2nd October, 1997, the Treaty of Nice and the Convention on the Future of Europe, signed in Nice on 26th February, 2001 and the Treaty of Lisbon amending the Treaty on European Union, signed in Lisbon on 13th December, 2007. (2) Where, in this Act, it is provided that a company and every officer of the company who is in default shall be liable to a default fine, the company and every such officer shall, for every day during which the default, refusal or contravention continues, be liable to a fine of ten dollars. (3) In this Act, where it provides that an officer of a company who is in default shall be liable to a default fine, the expression \u201cofficer who is in default\u201d means any officer of the company who knowingly and wilfully authorises or permits the default, refusal or contravention mentioned in the enactment. (4) For the purposes of this Act \u201cpaid up\u201d or \u201cfully paid\u201d means, in the case of shares with a nominal or par value, paid up or fully paid as to nominal or par value only and, in the case of shares without nominal or par value, means paid up or fully paid up as to the issue price. (5) For the purposes of this Act \u201ccarry on business in the Islands\u201d shall be construed in accordance with the Local Companies Control Act (2025 Revision). (6)  For the purpose of this Act, \u201cpublic in the Islands\u201d does not include \u2014 (a)  a sophisticated person; (b)  a high net worth person; (c)  a person specified in paragraph 3 of Schedule 4 to the Securities Investment Business Act (2020) Revision; (d)  an exempted or ordinary non-resident company registered under this Act, a foreign company registered under Part 9 of this Act, or a limited liability company registered under the Limited Liability Companies Act (2025 Revision) or any such company acting as general partner of an exempted limited partnership registered under the Exempted Limited Partnership Act (2025 Revision) or any director or officer acting in that capacity; (e)  an exempted limited partnership registered under section 9(1) of the Exempted Limited Partnership Act (2025 Revision); Companies Act (2026 Revision) (f)  a limited liability partnership registered under the Limited Liability Partnership Act (2025 Revision); or (g)  the trustee of any trust registered or capable of registration under section 74 of the Trusts Act (2021 Revision) acting in that capacity.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_3\", \"num\": \"3.\", \"text\": \"Registrar 3. (1) The Governor shall, by instrument under the Public Seal, appoint a Registrar and a Deputy Registrar of Companies for the purposes of this Act, and the Deputy Registrar may, in the absence of the Registrar, act as Registrar for all purposes of this Act. (2) Without divesting the Registrar of any of that person\u2019s powers or duties the Minister charged with responsibility for Financial Services may authorise by name any officer in the Registrar\u2019s department to exercise and perform any of such powers and duties under the direction and control of the Registrar and may, at any time, vary or revoke such authorisation.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_4\", \"num\": \"4.\", \"text\": \"Signature of Registrar 4. (1) Any document purporting to bear the signature of the Registrar or of an officer authorised in accordance with section 3(2) shall be deemed, until the contrary is proved, to have been duly given, made or issued by the authority of the Registrar. (2) In subsection (1) \u2014 \u201csignature\u201d includes a facsimile of a signature however reproduced and a digital signature. PART 2 - Constitution and Incorporation of Companies and Associations - Memorandum of Association\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_5\", \"num\": \"5.\", \"text\": \"Mode of forming company 5. Any one or more persons associated for any lawful purpose may, by subscribing their names to a memorandum of association, and otherwise complying with this Act in respect of registration, form an incorporated company, with or without limited liability.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_6\", \"num\": \"6.\", \"text\": \"Mode of limiting liability of members 6. The liability of the members of a company formed under this Act may, according to the memorandum of association, be limited either to the amount, if any, unpaid on the shares respectively held by them, or to such amount as the members may respectively undertake by the memorandum of association to contribute to the assets of the company in the event of its being wound up. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_7\", \"num\": \"7.\", \"text\": \"Memorandum of association 7. (1) The memorandum of association shall, subject to subsections (2), (3) and (4) and to sections 8 and 9, contain \u2014 (a) the name of the proposed company which in the case of an exempted company, may be preceded by or followed with a dual foreign name, with the addition, in the case of any company not being an exempted company or a company formed on the principle of having no limit placed on the liability of its members, in this Act referred to as an \u201cunlimited company\u201d, of the word \u201cLimited\u201d or the abbreviation \u201cLtd.\u201d as the last word in such name; and (b) the part of the Islands in which the registered office of the company is proposed to be situate. (2) No subscriber shall take less than one share. (3) Each subscriber of the memorandum of association shall write opposite to that subscriber\u2019s name the number of shares that person takes. (4) The memorandum of association may specify objects for which the proposed company is to be established and may provide that the business of the company shall be restricted to the furtherance of the specified objects. If no objects are specified or if objects are specified but the business of the company is not restricted to the furtherance of those objects, then the company shall have full power and the authority to carry out any object not prohibited by this or any other Law.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_8\", \"num\": \"8.\", \"text\": \"Company limited by shares 8. (1) Subject to subsection (2), where a company is formed on the principle of having the liability of its members limited to the amount unpaid on their shares, in this Act referred to as a company limited by shares, the memorandum of association shall also contain \u2014 (a) a declaration that the liability of its members is limited; and (b) the amount of capital with which it proposes to be registered, divided into shares of a certain fixed amount to be also therein specified: Provided that the capital with which an exempted company proposes to be registered may be divided into shares without nominal or par value in which case the memorandum of association shall contain the amount of the aggregate consideration for which such shares may be issued: Provided further that no exempted company shall divide its capital into both shares of a fixed amount and shares without nominal or par value. (2) Where the capital of such a company is divided into shares of more than one class, the memorandum of association may contain a declaration that in a Companies Act (2026 Revision) winding up of the company the liability of members holding the shares of a particular class shall be unlimited. (3) The capital, fixed amount of shares and aggregate consideration referred to in subsection (1) may be expressed, and subscribed for, in any one or more currencies. (4) No authorisation or issue, or purported authorisation or issue, by an exempted company of any share without nominal or par value shall, if that company has its capital divided into such shares only, be invalid only by reason of the fact it was authorised or issued, or purportedly authorised or issued, prior to the 20th November, 1989.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_9\", \"num\": \"9.\", \"text\": \"Company limited by guarantee 9. (1) Subject to subsection (2), where a company is formed on the principle of having the liability of its members limited to such amount as the members respectively undertake to contribute to the assets of the company in the event of the same being wound up, (in this Act referred to as a company limited by guarantee), the memorandum of association shall also contain a declaration that each member undertakes to contribute to the assets of the company, in the event of the same being wound up during the time that that person is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before the time at which that person ceases to be a member, and of the costs, charges and expenses of the winding up of the company, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding a specific amount to be therein named. (2) Where such a company has more than one class of member, the memorandum of association may contain a declaration that in a winding up of the company the amount of the undertaking of the members of a particular class shall be unlimited. (3) A company limited by guarantee may have a share capital.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_10\", \"num\": \"10.\", \"text\": \"Memorandum of association may be altered 10. Subject to section 13, a company may, by special resolution, alter its memorandum of association with respect to any objects, powers or other matters specified therein.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_11\", \"num\": \"11.\", \"text\": \"Address of registered office may be changed 11. (1) A company may, by resolution of the directors, change the address of the registered office of the company to another address in the Islands, and shall, within thirty days from the date on which the resolution is made, file with the Registrar a certified copy of the resolution of the directors authorising the change together with the prescribed amendment fee. Companies Act (2026 Revision) (2) Until subsection (1) is complied with, the company shall not be deemed to have complied with this Act with respect to having a registered office.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_12\", \"num\": \"12.\", \"text\": \"Signature and effect of memorandum of association 12. The memorandum of association shall be signed by each subscriber in the presence of and be attested by at least one witness. It shall, when registered, bind the company and the members thereof to the same extent as if each member had subscribed that person\u2019s name and affixed that person\u2019s seal thereto and there were in the memorandum contained on the part of that person, that person\u2019s heirs, executors and administrators, a covenant to observe all the conditions of such memorandum, subject to this Act, and all monies payable by any member to the company under such memorandum shall be deemed to be a debt due from such member to the company.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_13\", \"num\": \"13.\", \"text\": \"Power of company limited by shares to alter its share capital 13. (1) A company limited by shares or a company limited by guarantee and having a share capital, if so authorised by its articles, may alter the conditions of its memorandum to \u2014 (a) increase its share capital by new shares of such amount as it thinks expedient: Provided that an exempted company having no shares of a fixed amount may increase its share capital by such number of shares without nominal or par value, or may increase the aggregate consideration for which such shares may be issued, as it thinks expedient; (b) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (c) convert all or any of its paid-up shares into stock, and reconvert that stock into paid-up shares of any denomination; (d) subdivide its shares or any of them, into shares of an amount smaller than that fixed by the memorandum, so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; and (e) cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled or, in the case of shares without nominal or par value, diminish the number of shares into which its capital is divided. (1A) Paragraphs (b), (c) and (d) shall have no application to shares without nominal or par value. (2) The powers conferred by subsection (1) may not be exercised except by a resolution of the members of the company. Companies Act (2026 Revision) (3) If a currency in which any of the capital of a company limited by shares or by guarantee is replaced by the euro, the provisions of the company\u2019s memorandum of association and articles of association shall automatically be altered so as to re-denominate in euros the capital that is denominated in the replaced currency, at the conversion rate specified in, or otherwise calculated in accordance with, the relevant regulations adopted by the Council of the European Union, and the company, by resolution of the directors, may \u2014 (a) take such action to round up or down the euro nominal or par value of each share in the company or the euro guarantee amount to such multiple of the euro as the directors may deem appropriate; (b) notwithstanding the requirement for a special resolution in section 31, if the name of the company includes a reference to a currency replaced by the euro, or an abbreviation thereof \u2014 (i) alter the name of the company to delete the reference or to substitute the reference with a reference to the euro or an abbreviation thereof; and (ii) add such further distinguishing wording as the directors consider appropriate; and (c) if the memorandum of association or articles of association of the company include a reference or references to a currency replaced by the euro, alter any or all such references in either or both of the memorandum of association and the articles of association by substituting such references with references to the euro or an abbreviation thereof. (4) A company may, by resolution of the directors, reverse or vary the redenomination of currency or any other action taken under subsection (3). (5) A copy of any resolution passed under subsection (3) or (4) shall be forwarded to the Registrar within fifteen days and shall be recorded by that person. (6) A cancellation of shares or a rounding down of the nominal or par value of shares under this section shall not be deemed to be a reduction of share capital within the meaning of this Act. (7) If any action is taken by the company under paragraph (a) of subsection (3) to \u2014 (a) round up the euro nominal or par value of any issued share in the company, then an amount equal to the increase in nominal or par value of that share shall be transferred from the share premium account or from the profit and loss account (as the directors shall, in their discretion, determine) and shall thereafter be deemed to be and treated as paid up share capital of the company; or (b) round down the euro nominal or par value of any issued share in the company, then an amount equal to the decrease in the nominal or par value Companies Act (2026 Revision) of that share shall be transferred from the paid up share capital of the company to the share premium account and shall thereafter be deemed to be and treated as share premium for the purposes of this Act.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_14\", \"num\": \"14.\", \"text\": \"Special resolution for reduction of share capital 14. (1) Subject to section 37, a company limited by shares or a company limited by guarantee and having a share capital, if so authorised by its articles \u2014 (a)  may reduce its share capital in any way \u2014 (i) by special resolution and confirmation by the Court; or (ii)  by special resolution supported by a solvency statement in accordance with section 14A; and (b)  in particular, without prejudice to the generality of the power under paragraph (a), may either \u2014 (i)  extinguish or reduce the liability on any of its shares in respect of share capital not paid up; (ii)  with or without extinguishing or reducing liability on any of its shares, cancel any paid-up share capital which is lost or unrepresented by available assets; or (iii)  with or without extinguishing or reducing liability of any of its shares, pay off any paid-up share capital which is in excess of the needs of the company, and may, if and so far as is necessary, alter its memorandum by reducing the amount of its share capital and of its shares accordingly. (1A)  For the purposes of subsection (1), the reduction of shares in a company as \u2014 (a)  part of a merger or consolidation pursuant to section 233; or (b)  part of a surrender of shares pursuant to section 37B, is not a reduction of share capital. (2) A special resolution under subsection (1) is, in this Act, referred to as \u201ca special resolution for reducing share capital\u201d. 14A. Reduction supported by solvency statement 14A. (1) A reduction of capital is supported by a solvency statement if the directors of the company make a solvency statement no more than thirty days before the date on which the special resolution for reducing share capital passed. (2)  Any director who knowingly makes a solvency statement under this section without having reasonable grounds to believe that the company will be able to pay its debts in full as they fall due in the ordinary course of business commits an offence and is liable on summary conviction to a fine of ten thousand dollars and to imprisonment for two years. Companies Act (2026 Revision) 14B. Registration of solvency statement and minute of reduction 14B. (1) Where a reduction of capital is supported by a solvency statement under section 14A, the company shall within fifteen days after the special resolution for reducing share capital is passed, deliver to the Registrar \u2014 (a)  a copy of the solvency statement; and (b)  a minute showing in respect of the company, the information specified in subsection (2). (2)  The minute referred to under subsection (1)(b) shall state with respect to the company\u2019s reduction of capital by the special resolution for reducing share capital \u2014 (a)  the amount of share capital of the company; (b)  the number of shares into which the share capital is to be divided and the amount of each share; and (c)  the amount, if any, deemed to be paid up on each share. (3)  The Registrar, on receipt of the copy of the solvency statement and the minute in accordance with subsections (1) and (2), shall \u2014 (a)  register the solvency statement made under section 14A and the minute; and (b)  issue to the company, a certificate stating that the solvency statement made under section 14A and the minute have been registered. (4)  The Registrar shall publish by notice in the Gazette the registration of the solvency statement made under section 14A and the minute. (5)  Where a company fails to deliver the items required under subsection (1) to the Registrar within fifteen days after the passing of the special resolution for reducing share capital, the Registrar shall not register the items. (6)  Where the Registrar, in accordance with subsection (5), does not register the items, the company may apply to the Court, by way of petition, for an order confirming the reduction of share capital under section 15(1). (7)  A certificate issued under subsection (3)(b) shall be conclusive evidence that all the requirements of this Act with respect to reduction of share capital have been complied with and that the share capital of the company is as stated in the minute. (8)  The minute, when registered under subsection (3)(a), shall be deemed to be substituted for the corresponding part of the memorandum of association and shall be valid and alterable as if it had been contained in the memorandum of association on the effective date of the reduction of capital. Companies Act (2026 Revision) (9)  The special resolution for reducing share capital shall take effect on the date of registration of the solvency statement made under section 14A and the minute.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_15\", \"num\": \"15.\", \"text\": \"Application to court for confirming order, objections by creditors 15. (1) Where a company has passed a special resolution for reducing share capital, it may apply by petition to the Court for an order confirming the reduction. (2) Where the proposed reduction of share capital involves either diminution of liability in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital, and, in any other case, if the Court so directs, subject to subsection (3), the following shall have effect \u2014 (a) every creditor of the company who at the date fixed by the Court is entitled to any debt or claim which, if that date were the commencement of the winding up of the company, would be admissible in proof against the company, shall be entitled to object to the reduction; (b) the Court shall settle a list of creditors so entitled to object, and for that purpose shall ascertain as far as possible without requiring an application from any creditor, the names of those creditors and the nature and amount of their debts or claims, and may publish notices fixing a day or period on or within which creditors not entered on the list are to claim to be so entered or are to be excluded from the right of objecting to the reduction; and (c) where a creditor entered on the list whose debt or claim is not discharged or has not determined does not consent to the reduction, the Court may, if it thinks fit, dispense with the consent of that creditor, on the company securing payment of that person\u2019s debt or claim by appropriating as the Court may direct, the following amount \u2014 (i) if the company admits the full amount of the debt or claim, or, though not admitting it, is willing to provide for it, then the full amount of the debt or claim; or (ii) if the company does not admit and is not willing to provide for the full amount of the debt or claim, or, if the amount is contingent or not ascertained, then an amount fixed by the Court after the like enquiry and adjudication as if the company were being wound up by the Court. (3) Where a proposed reduction of share capital involves either the diminution of any liability in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital the Court may, if having regard to any special circumstances of the case it thinks proper so to do, direct that subsection (2) shall not apply as regards any class or any classes of creditors. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_16\", \"num\": \"16.\", \"text\": \"Order confirming reduction and powers of Court on making such order 16. (1) The Court, if satisfied with respect to every creditor of the company who under section 15 is entitled to object to the reduction, that either that person\u2019s consent to the reduction has been obtained or that person\u2019s debt or claim has been discharged or has determined, or has been secured, may make an order confirming the reduction on such terms and conditions as it thinks fit. (2) Where the Court makes any such order, it may \u2014 (a) if for any special reason it thinks proper so to do, direct that the company shall, during such period, commencing on or at any time after the date of the order, as is specified in the order, add to its name as the last word thereof the words \u201cand reduced\u201d; and (b) require the company to publish as the Court directs the reasons for reduction or such other information in regard thereto as the Court may think expedient with a view to giving proper information to the public, and, if the court thinks fit, the causes which led to the reduction. (3) Where a company is ordered to add to its name the words \u201cand reduced\u201d, those words shall, until the expiration of the period specified in the order, be deemed to be part of the name of the company.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_17\", \"num\": \"17.\", \"text\": \"Registration of order and minute of reduction 17. (1) The Registrar, on delivery to that person of a copy of an order of the Court confirming the reduction of the share capital of a company, and of a minute approved by the Court, showing, with respect to the share capital of the company as altered by the order, the amount of the share capital, the number of shares into which it is to be divided and the amount of each share, and the amount, if any, at the date of the registration of the order and minute deemed to be paid up on each share, shall register the order and minute. (2) On the registration of the order and minute, and not earlier, the special resolution for reducing share capital as confirmed by the order so registered shall take effect. (3) Notice of the registration shall be published in such manner as the Court may direct. (4) The Registrar shall certify under that person\u2019s hand the registration of the order and minute, and that person\u2019s certificate shall be conclusive evidence that all the requirements of this Act with respect to reduction of share capital have been complied with, and that the share capital of the company is such as is stated in the minute. (5) The minute, when registered, shall be deemed to be substituted for the corresponding part of the memorandum, and shall be valid and alterable as if it had been originally contained therein. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_18\", \"num\": \"18.\", \"text\": \"Liability of members in respect of reduced shares 18. (1) In the case of a reduction of share capital, a member of the company, past or present, shall not be liable in respect of any share to any call or contribution exceeding in amount the difference, if any, between the amount of the share as fixed by the minute and the amount paid or the reduced amount, if any, which is to be deemed to have been paid on the shares, as the case may be: Provided that, if any, creditor entitled in respect of any debt or claim to object to the reduction of share capital is, by reason of that person\u2019s ignorance of the proceedings for reduction or of their nature and effect with respect to that person\u2019s claim, not entered on the list of creditors, and after the reduction the company is unable, within the meaning of this Act with respect to winding up by the Court, to pay the amount of that person\u2019s debt or claim, then \u2014 (a) every person who was a member of the company at the date of the registration of the order for reduction and minute shall be liable to contribute for the payment of that debt or claim an amount not exceeding the amount which that person would have been liable to contribute if the company had commenced to be wound up on the day before the said date; and (b) if the company is wound up, the Court, on the application of any such creditor and proof of that person\u2019s ignorance as aforesaid, may if it thinks fit, settle accordingly a list of persons so liable to contribute, and make and enforce calls and orders on the contributories in a winding up. (2) Nothing in this section shall affect the rights of the contributories among themselves.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_19\", \"num\": \"19.\", \"text\": \"Penalty for concealment of names of creditors 19. A person who, being a director, manager, secretary or other officer of the company \u2014 (a) wilfully conceals the name of any creditor entitled to object to the reduction; (b) wilfully misrepresents the nature or amount of the debt or claim of any creditor; or (c) aids, abets or is privy to any such concealment or misrepresentation as aforesaid, commits an offence and is liable on summary conviction to a fine of five thousand dollars or to imprisonment for a term of one year, or to both. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_20\", \"num\": \"20.\", \"text\": \"Articles prescribing regulations for companies 20. There may, in the case of a company limited by shares, and there shall, in the case of a company limited by guarantee or unlimited, be registered with the memorandum, articles of association signed by the subscribers to the memorandum and prescribing regulations for the company.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_21\", \"num\": \"21.\", \"text\": \"Regulations required in case of unlimited company or company limited by guarantee 21. (1) In the case of an unlimited company the articles must state the number of members with which the company proposes to be registered and, if the company has a share capital, the amount of share capital with which the company proposes to be registered. (2) In the case of a company limited by guarantee, the articles must state the number of members with which the company proposes to be registered.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_22\", \"num\": \"22.\", \"text\": \"Adoption and application of Table A in Schedule 1 22. (1) Articles of association may adopt all or any of the regulations contained in Table A in Schedule 1. (2) In the case of a company limited by shares and registered after the 1st December, 1961, if articles are not registered or, if articles are registered, insofar as the articles do not exclude or modify the regulations contained in Table A in Schedule 1, those regulations shall, so far as applicable, be the regulations of the company in the same manner and to the same extent as if they were contained in duly registered articles.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_23\", \"num\": \"23.\", \"text\": \"Printing, stamping and signature of articles 23. Articles shall \u2014 (a) be divided into paragraphs numbered consecutively; (b) bear the same stamp as if they were contained in a deed; and (c) save as otherwise provided in section 25(2), be signed by each subscriber of the memorandum of association or each existing member, as the case may be, in the presence of at least one witness who shall attest the signature, and that attestation shall be sufficient.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_24\", \"num\": \"24.\", \"text\": \"Alteration of articles by special resolution 24. (1) Subject to this Act and to the conditions contained in its memorandum, a company may, by special resolution, alter or add to its articles. (2) Any alteration or addition so made in the articles shall, subject to this Act, be as valid as if originally contained therein, and be subject in like manner to alteration by special resolution. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_25\", \"num\": \"25.\", \"text\": \"Adoption and effect of articles of association 25. (1) If the memorandum of association is accompanied by articles of association the articles shall be signed by each subscriber to the memorandum in the presence of and be attested by at least one witness. (2) If the memorandum of association is not accompanied by articles of association, the company may, subject to the conditions contained in the memorandum of association, adopt articles of association which shall be signed by each existing member of the company in the presence of and be attested by at least one witness, or may, by passing a special resolution under section 60, adopt articles of association. (3) When registered the said articles of association shall bind the company and the members thereof to the same extent as if each member had subscribed that person\u2019s name and affixed that person\u2019s seal thereto, and there were in such articles contained a covenant on the part of that person, that person\u2019s heirs, executors and administrators to conform to all the regulations contained in such articles subject to this Act; and all monies payable by any member to the company in pursuance of the conditions or regulations shall be deemed to be a debt due from such member to the company. General Provisions\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_26\", \"num\": \"26.\", \"text\": \"Registration 26. (1) The memorandum of association and the articles of association, if any, shall be delivered in duplicate to the Registrar who shall file and retain the original thereof and shall return the duplicate thereof endorsed with a memorandum of registration and a memorandum of the particulars set out in subsection (2). (2) Each memorandum of association and the articles of association, if any, shall be numbered and filed consecutively and shall be endorsed with the date of the month and year of such filing. (3) A register of companies shall be kept by the Registrar in which shall be entered the particulars set out in Schedule 1A and, save for the particulars set out in paragraph (i) of Schedule 1A, such particulars shall be annexed to the memorandum of association and articles of association, if any, insofar as they are not included therein. (3A) The Registrar shall make the register under subsection (3) available for inspection by any person on payment of the fee specified in Part 1A of Schedule 5 and the inspection shall be subject to such conditions as the Registrar may impose. (3B) The Cabinet may amend Schedule 1A by Order. Companies Act (2026 Revision) (4) Upon the filing of a memorandum of association under this section, there shall be paid to the Registrar the fees specified in Part 1 of Schedule 5. 26A. Registrar to provide information 26A. (1) The Registrar shall, upon request in writing by an entity under subsection (2), provide any information required to discharge any function or exercise any power, under the following Acts \u2014 (a) the Anti-Corruption Act (2019 Revision); (b) the Monetary Authority Act (2020 Revision); (c) the Proceeds of Crime Act (2025 Revision); (d) the Tax Information Authority Act (2021 Revision); (2) For the purposes of subsection (1), the following entities may request information from the Registrar \u2014 (a) the Anti-Corruption Commission established under section 3 of the AntiCorruption Act (2019 Revision); (b) the Authority; (ba) the Customs and Border Control Service established under section 3 of the Customs and Border Control Act (2024 Revision); (c) the Financial Crimes Unit of the Royal Cayman Islands Police Service; (d) the Financial Reporting Authority, as defined under section 2 of the Proceeds of Crime Act (2025 Revision); (e) the Tax Information Authority, designated under section 4 of the Tax Information Authority Act (2021 Revision); or (f) a competent authority as defined under section 2(1) of the Proceeds of Crime Act (2025 Revision). (3) Where a request for information is made under subsection (1), the information shall be provided within forty-eight hours of receipt of the request. (4) The recipient of any information provided by the Registrar under this section shall \u2014 (a) use the information for the purpose for which it was provided; (b) retain the information for as long as is necessary to carry out the purpose for which it was provided; and (c) not disclose the information for any purpose other than the purpose for which it was provided, without the consent of the Registrar. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_27\", \"num\": \"27.\", \"text\": \"Consequences of incorporation 27. (1) Upon the filing of the memorandum of association a company shall be deemed to be registered, and the Registrar shall issue a certificate under that person\u2019s hand and seal of office that the company is incorporated with effect from the date of the registration of the memorandum of association and, in the case of a limited company, that the company is limited. (2) From the date of incorporation, the subscribers of the memorandum of association, together with such other persons as may, from time to time, become members of the company, shall be a body corporate by the name contained in the memorandum of association, capable forthwith of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, and having perpetual succession with power to hold lands but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is provided in this Act. This subsection applies to companies incorporated before, on or after the 18th January, 1988. (3) A certificate of incorporation of a company issued under this Act shall be conclusive evidence that compliance has been made with all the requirements of this Act in respect of incorporation and registration. (4) Every copy of a memorandum or articles of association filed and registered in accordance with this Act or any extract therefrom certified under the hand and seal of office of the Registrar as a true copy shall be received in evidence in any court of the Islands without further proof.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_28\", \"num\": \"28.\", \"text\": \"Lack of capacity or power; ultra vires 28. (1) No act of a company and no disposition of real or personal property to or by a company shall be invalid by reason only of the fact that the company was without capacity or power to perform the act or to dispose of or receive the property, but the lack of capacity or power may be asserted \u2014 (a) in proceedings by a member or a director against the company to prohibit the performance of any act, or the disposition of real or personal property by or to the company; and (b) in proceedings by the company, whether acting directly or through a liquidator or other legal representative or through members of the company in a representative capacity, against the incumbent or former officers or directors of the company for loss or damage through their unauthorised act. (2) This section applies to companies incorporated before, on or after the 18th day of January, 1988. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_29\", \"num\": \"29.\", \"text\": \"Copies of memorandum and articles to be given to members 29. A copy of the memorandum of association having annexed thereto the articles of association, if any, shall be forwarded to every member, at that person\u2019s request, on payment of such reasonable sum, not exceeding one dollar for each copy as may be fixed by any rule of the company, and in the absence of any such rule, such copy shall be given gratuitously; and whichever company makes default in forwarding a copy of the memorandum of association and articles of association, if any, to a member in pursuance of this section, commits an offence and is liable, for each default, to a penalty of two dollars. 29A. Name reservation 29A. (1) A person (\u201capplicant\u201d) may apply to reserve a specified name by \u2014 (a)  filing with the Registrar (including by permitted electronic means) an application executed by the applicant specifying the name to be reserved and the name and address of the applicant; and (b)  paying the prescribed application fee. (2)  If, on an application made under subsection (1), the Registrar finds that the name is available for use by a company, the Registrar may reserve the name for exclusive use by the applicant for a period of up to four months. (3)  On or before the expiry of the period for name reservation under subsection (2), the applicant may make further successive applications pursuant to subsection (2) to reserve the specified name.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_30\", \"num\": \"30.\", \"text\": \"Restrictions on registration of certain names 30. (1) No company shall be registered by a name which \u2014 (a) is identical with a name by which a company in existence is already registered or any translated name entered on the register of companies, or so nearly resembles such name or translated name so as to be calculated to deceive, except where the company in existence is in the course of being dissolved and signified its consent in such manner as the Registrar requires; (b) contains the words \u201cChamber of Commerce\u201d unless the company is a company which is to be registered under a licence granted by the Registrar under section 80 without the addition of the word \u201cLimited\u201d or the abbreviation \u201cLtd.\u201d to its name; or (c) contains the words \u201cbuilding society\u201d. (2) Except with the consent of the Registrar, no company shall be registered by a name which \u2014 (a) contains the words \u201croyal\u201d, \u201cimperial\u201d or \u201cempire\u201d or in the opinion of the Registrar suggests, or is calculated to suggest the patronage of His Majesty Companies Act (2026 Revision) or of any member of the Royal Family or connection with His Majesty\u2019s Government or any department thereof in the United Kingdom or elsewhere; (b) contains the words \u201cmunicipal\u201d or \u201cchartered\u201d or any words which in the opinion of the Registrar suggest, or are calculated to suggest, connection with any public board or other local authority or with any society or body incorporated by Royal Charter; (c) contains the words \u201cco-operative\u201d, \u201cassurance\u201d, \u201cbank\u201d, \u201cinsurance\u201d, or any similar word which in the opinion of the Registrar connotes any of such activities or any derivative of any of such four words or of such similar words, whether in English or in any other language, or in the opinion of the Registrar suggests or is calculated to suggest any of such activities; or (d) contains the word \u201cgaming\u201d or \u201clottery\u201d or any similar word which in the opinion of the Registrar connotes any such activity or any derivative of such words or of such similar word, whether in English or in any other language, or in the opinion of the Registrar suggests or is calculated to suggest any such activity. (3) A company that is not an exempted limited duration company shall not be registered by a name which includes at its end \u201cLimited Duration Company\u201d or \u201cLDC\u201d. (3A) A company that is not a special economic zone company shall not be registered by a name which includes the words \u201cSpecial Economic Zone Company\u201d or the letters \u201cSEZC\u201d. (4) The provisions of the regulatory laws shall apply to any translated name as if it were the name of the company and a company shall not have a translated name which is a name \u2014 (a) prohibited under any regulatory laws; or (b) which requires approval or permission under any regulatory laws unless such approval or permission as is necessary for the use of such name under the relevant regulatory laws has first been obtained. (5) A company\u2019s dual foreign name shall only be entered on the register of companies if its translated name conforms with the provisions of this section and if it does not so conform then such dual foreign name and such translated name shall not be entered on the register of companies.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_31\", \"num\": \"31.\", \"text\": \"Change of name 31. (1) Any company may, by special resolution, change its name and, in the case of an exempted company, may adopt a dual foreign name or change its dual foreign name, if any, and any dual foreign name shall precede or follow its name. Companies Act (2026 Revision) (2) Where a company changes its name or its dual foreign name, the Registrar, on receiving the special resolution authorising the same and, in the case of a company changing its dual foreign name, receiving its translated name together with the fees provided under section 199(1), and on being satisfied that the change of name conforms with section 30, shall enter the new name and, if applicable, the new translated name on the register in place of the former name and lodge the special resolution for record and shall issue a certificate of incorporation altered to meet the circumstances of the case. (3) If, through inadvertence or otherwise, a company on its first registration or on its registration by a new name or new translated name is registered by a name or a translated name which in any way contravenes section 30 or which, in the opinion of the Registrar, is misleading or undesirable, then the company may, with the sanction of the Registrar, change its name or its translated name as the case may be and shall, if the Registrar so directs, change its name or translated name within six weeks of the date of such direction or within such longer period as the Registrar may think fit. (4) A company which defaults in complying with a direction under subsection (3) is liable to a fine of ten dollars for every day during which the default continues.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_32\", \"num\": \"32.\", \"text\": \"Company with power to issue bearer shares not to hold land in the Islands 32. (1) A company which is empowered by any law or by its articles of association to issue bearer shares, certificates or coupons, has no power to hold land in the Islands: Provided that the Minister charged with responsibility for Financial Services may, at that Minister\u2019s discretion, in the case of an exempt company so empowered that has never issued bearer shares, certificates or coupons, exempt that company in writing from subsection (1) for as long as it does not issue bearer shares, certificates or coupons. (2) If a company is in breach of subsection (1), section 185(2), (3) and (4) shall apply, mutatis mutandis, to the company as if it were a foreign company which had failed to comply with Part 9. (3) In this section \u2014 \u201chold land\u201d means to be the proprietor of a legal or beneficial interest in or claim to, or over immovable property whether freehold or leasehold and includes being the proprietor of a legal or beneficial interest in the equity capital of a company which holds land; and \u201cequity capital\u201d with respect to a company includes shares, stock and scrip whether registered, inscribed or bearer which (other than by way of a fixed and predetermined right to interest and repayment of subscribed capital at par) entitles the owner to any variable right of participation in the profits of the Companies Act (2026 Revision) company whether by way of dividend, bonus or conversion, or to share in the distribution of the assets of the company upon a winding up. PART 3 - Distribution of Capital and Liability of Members of Companies and Associations Distribution of Capital\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_33\", \"num\": \"33.\", \"text\": \"Share or interest in company to be personalty 33. (1) A share or other interest of a member in a company \u2014 (a) is personal estate and not of the nature of real estate; and (b) is capable of being transferred if \u2014 (i) a transfer is expressly or impliedly permitted by the regulations of the company; and (ii) any restriction or condition on the transfer of the shares or interest set out in the regulations of the company is observed. (2) The shares in a company having a capital divided into shares must each be distinguished by an appropriate number except that if, at any time \u2014 (a) all the issued shares in the company; or (b) all the issued shares in the company of a particular class, are fully paid up and rank pari passu for all purposes, none of those shares need thereafter have a distinguishing number so long as it remains fully paid up and ranks pari passu for all purposes with all the shares in the company or all the shares of the particular class of shares, as the case may be, for the time being issued and fully paid up. (3) A company limited by shares, or a company limited by guarantee and having a share capital, if so authorised by its articles, may issue fractions of a share and, unless and to the extent otherwise provided in its articles, a fraction of a share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contribution, calls or otherwise howsoever), limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of the same class of shares; and in this Act the expression \u201cshare\u201d includes a fraction of a share and no issue or purported issue of a fraction of a share shall be invalid by reason only of the fact that it was issued or purportedly issued prior to the 30th September, 1985. (4) The nominal or par value of a share may be expressed in an amount which is a fraction or a percentage of the lowest available unit of legal tender of the currency in which the capital of the company is expressed. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_34\", \"num\": \"34.\", \"text\": \"Share premium account 34. (1) Where a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the value of the premiums on those shares shall be transferred to an account called \u201cthe share premium account\u201d. Where a company issues shares without nominal or par value, the consideration received shall be paid up share capital of the company. (2) The share premium account may be applied by the company subject to the provisions, if any, of its memorandum or articles of association in such manner as the company may, from time to time, determine including, but without limitation \u2014 (a) paying distributions or dividends to members; (b) paying up unissued shares of the company to be issued to members as fully paid bonus shares; (c) any manner provided in section 37; (d) writing off the preliminary expenses of the company; and (e) writing off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the company. Provided that no distribution or dividend may be paid to members out of the share premium account unless, immediately following the date on which the distribution or dividend is proposed to be paid, the company shall be able to pay its debts as they fall due in the ordinary course of business; and the company and any director or manager thereof who knowingly and wilfully authorises or permits any distribution or dividend to be paid in contravention of the foregoing provision commits an offence and is liable on summary conviction to a fine of fifteen thousand dollars and to imprisonment for five years. (3) Where a company had, before the 18th day of January, 1988, issued any shares at a premium, this section shall apply as if the shares had been issued after such date. (4) At the option of the company, subsection (1) shall not apply to premiums on shares of a company allotted in pursuance of any arrangement in consideration for the acquisition or cancellation of shares in any other company, whether a company within the meaning of this Act or not, and issued at a premium. (5) At the option of the company, an amount corresponding to any amount representing the premiums or part of the premiums on shares issued by a company which, by virtue of subsection (4), is not included in such company\u2019s share premium account may also be disregarded in determining the amount at which any shares or other consideration provided for the shares issued is to be included in such company\u2019s balance sheet. (6) For the purposes of subsection (4) \u2014 Companies Act (2026 Revision) \u201carrangement\u201d means any agreement, scheme or arrangement, whether of reconstruction, merger, consolidation, take-over, acquisition, purchase or otherwise whereby the allotting company acquires a controlling interest in the company whose shares it acquires or cancels. (7) The relief allowed by subsections (4) and (5) shall apply even if the issue of shares took place prior to the 18th day of January, 1988.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_35\", \"num\": \"35.\", \"text\": \"Power to issue shares at a discount 35. (1) Subject as provided in this section, it shall be lawful for a company to issue, at a discount, shares in the company of a class already issued: Provided that \u2014 (a) the issue of the shares at a discount has been authorised by resolution of the company, and has been sanctioned by the Court; (b) the resolution specify the maximum rate of discount at which the shares are to be issued; (c) not less than one year, at the date of the issue, has elapsed since the date on which the company was entitled to commence business; and (d) the shares to be issued at a discount are issued within one month after the date on which the issue is sanctioned by the Court or within such extended time as the Court may allow. (2) Where a company has passed a resolution authorising the issue of shares at a discount, it may apply to the Court for an order sanctioning the issue, and on any such application the Court, if, having regard to all the circumstances of the case, it thinks proper so to do, may make an order sanctioning the issue on such terms and conditions as it thinks fit. (3) Every prospectus relating to the issue of the shares must contain particulars of the discount allowed on the issue of the shares or of so much of that discount as had not been written off at the date of the issue of the prospectus and if default is made in complying with this subsection, the company and every officer of the company who is in default is liable to a default fine. (4) This section does not apply to shares issued, or proposed to be issued, without nominal or par value.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_36\", \"num\": \"36.\", \"text\": \"Power of company to pay commissions 36. (1) A company has the power, and shall be deemed always to have had the power, to pay a commission to any person in consideration of that person subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the company, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the company, if the payment of the commission is authorised by the articles of association of the company. Companies Act (2026 Revision) (2) Nothing in subsection (1) affects the power of a company to pay such brokerage as has previously been lawful. (3) A vendor to, or promoter of, or other person who receives payment in money or shares from a company has, and is deemed always to have had, power to apply any part of the money or shares so received in payment of any commission, the payment of which, if made directly by the company, would have been lawful under subsection (1).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_37\", \"num\": \"37.\", \"text\": \"Redemption and purchase of shares 37. (1) Subject to this section, a company limited by shares or limited by guarantee and having a share capital may, if authorised to do so by its articles of association, issue shares or fractions of shares which are to be redeemed or are liable to be redeemed at the option of the company or the shareholder and, for the avoidance of doubt, it shall be lawful for the rights attaching to any shares or fractions of shares to be varied, subject to the provisions of the company\u2019s articles of association, so as to provide that such shares or fractions of shares are to be or are liable to be so redeemed. (2) Subject to this section, a company limited by shares or limited by guarantee and having a share capital may, if authorised to do so by its articles of association, purchase its own shares, including any redeemable shares. (3) (a) No share may be redeemed or purchased unless it is fully paid. (b) A company may not redeem or purchase any of its shares if, as a result of the redemption or purchase, there would no longer be any issued shares of the company other than shares held as treasury shares. (c) Redemption or purchase of shares may be effected in such manner and upon such terms as may be authorised by or pursuant to the company\u2019s articles of association. (d) If the articles of association do not authorise the manner and terms of the purchase, a company shall not purchase any of its own shares unless the manner and terms of purchase have first been authorised by a resolution of the company. (da) For the avoidance of doubt \u2014 (i) a company\u2019s articles of association; or (ii) a resolution of the company, may authorise the company\u2019s directors to determine the manner or any of the terms of, any such redemption or purchase not being inconsistent with such articles of association or resolution and subject to such restrictions (if any) as may be provided therein. (e) The premium, if any, payable on redemption or purchase must have been provided for \u2014 Companies Act (2026 Revision) (i) out of either or both of the profits of the company or the company\u2019s share premium account, before or at the time the shares are redeemed or purchased; or (ii) in the manner provided for in subsection (5). (f) Shares may be redeemed or purchased out of profits of the company, out of the share premium account or out of the proceeds of a fresh issue of shares made for the purposes of the redemption or purchase or in the manner provided for in subsection (5). (g) Subject to section 37A, shares redeemed or purchased under this section shall be treated as cancelled on redemption or purchase, and the amount of the company\u2019s issued share capital shall be diminished by the nominal value of those shares accordingly; but the redemption or purchase of shares by a company is not to be taken as reducing the amount of the company\u2019s authorised share capital. (h) Without prejudice to paragraph (g), where a company is about to redeem or purchase shares, it has power to issue shares up to the nominal value of the shares to be redeemed or purchased as if those shares had never been issued: Provided that where new shares are issued before the redemption or purchase of the old shares the new shares shall not, so far as relates to fees payable on or accompanying the filing of any return or list, be deemed to have been issued in pursuance of this subsection if the old shares are redeemed or purchased within one month after the issue of the new shares. (4) (a) Where, under this section, shares of a company are redeemed or purchased wholly out of either or both of the company\u2019s profits or share premium account, the amount by which the company\u2019s issued share capital is diminished in accordance with paragraph (g) of subsection (3) on cancellation of the shares redeemed or purchased shall be transferred to a reserve called the \u201ccapital redemption reserve\u201d and the share premium account or company\u2019s profits, as the case may be, shall be adjusted accordingly. (b) If the shares are redeemed or purchased wholly or partly out of the proceeds of a fresh issue and the aggregate amount of those proceeds is less than the aggregate nominal value of the shares redeemed or purchased, the amount of the difference shall be transferred to the capital redemption reserve. (c) Paragraph (b) does not apply if the proceeds of the fresh issue are applied by the company in making a redemption or purchase of its own shares in addition to a payment out of capital under subsection (5). (d) The provisions of this Act relating to the reduction of a company\u2019s share capital apply as if the capital redemption reserve were paid-up share capital Companies Act (2026 Revision) of the company, except that the reserve may be applied by the company in paying up its unissued shares to be allotted to members of the company as fully paid bonus shares. (5) (a) Subject to this section, a company limited by shares or limited by guarantee and having a share capital may, if so authorised by its articles of association, make a payment in respect of the redemption or purchase of its own shares otherwise than out of its profits, share premium account, or the proceeds of a fresh issue of shares. (b) References in subsections (6) to (9) to payment out of capital are, subject to paragraph (f), references to any payment so made, whether or not it would be regarded apart from this subsection as a payment out of capital. (c) The amount of any payment which may be made by a company out of capital in respect of the redemption or purchase of its own shares is such an amount as, taken together with \u2014 (i) any profits and share premium of the company being applied for purposes of the redemption or purchase; and (ii) the proceeds of any fresh issue of shares made for the purpose of the redemption or purchase, is equal to the price of redemption or purchase, and the payment out of capital permitted under this paragraph is referred to in subsections (6) to (9) as the capital payment for the shares. Nothing in this paragraph shall be taken to imply that a company shall be obliged to exhaust any profits and share premium before making any capital payment. (d) Subject to paragraph (f), if the capital payment for shares redeemed or purchased and cancelled is less than their nominal amount, the amount of the difference shall be transferred to the company\u2019s capital redemption reserve. (e) Subject to paragraph (f), if the capital payment is greater than the nominal amount of the shares redeemed or purchased the amount of any capital redemption reserve or fully paid share capital of the company may be reduced by a sum not exceeding, or by sums not in the aggregate exceeding, the amount by which the capital payment exceeds the nominal amount of the shares. (f) Where the proceeds of a fresh issue are applied by a company in making any redemption or purchase of its own shares in addition to a payment out of capital under this subsection, the references in paragraphs (d) and (e) to the capital payment are to be read as referring to the aggregate of that payment and those proceeds. (6) (a) A payment out of capital by a company for the redemption or purchase of Companies Act (2026 Revision) its own shares is not lawful unless immediately following the date on which the payment out of capital is proposed to be made the company shall be able to pay its debts as they fall due in the ordinary course of business. (b) The company and any director or manager thereof who knowingly and wilfully authorises or permits any payment out of capital to effect any redemption or purchase of any share in contravention of paragraph (a) commits an offence and is liable on summary conviction to a fine of fifteen thousand dollars and to imprisonment for five years. (7) (a) Where a company is being wound up and, at the commencement of the winding up, any of its shares which are or are liable to be redeemed have not been redeemed or which the company has agreed to purchase have not been purchased, the terms of redemption or purchase may be enforced against the company, and when shares are redeemed or purchased under this subsection they shall be treated as cancelled. Provided that this paragraph shall not apply if \u2014 (i) the terms of redemption or purchase provided for the redemption or purchase to take place at a date later than the date of the commencement of the winding up; or (ii) during the period beginning with the date on which the redemption or purchase was to have taken place and ending with the commencement of the winding up the company could not, at any time, have lawfully made a distribution equal in value to the price at which the shares were to have been redeemed or purchased. (b) There shall be paid in priority to any amount which the company is liable by virtue of paragraph (a) to pay in respect of any shares \u2014 (i) all other debts and liabilities of the company (other than any due to members in their character as such); and (ii) if other shares carry rights whether as to capital or as to income which are preferred to the rights as to capital attaching to the first mentioned shares, any amount due in satisfaction of those preferred rights, but subject to that, any such amount shall be paid in priority to any amounts due to members in satisfaction of their rights (whether as to capital or income) as members. (8) (a) Any redeemable preference shares issued by a company before the 18th day of January, 1988, are subject to redemption in accordance with this section. (b) Any capital redemption reserve fund established by a company before the 18th day of January, 1988, is to be known as the company\u2019s capital redemption reserve and to be treated as if it had been established for the purposes of subsection (4), and accordingly, a reference in any law, the Companies Act (2026 Revision) articles of association of any company or any other instrument to a company\u2019s capital redemption reserve fund is to be construed as a reference to the company\u2019s capital redemption reserve. (9) This section shall apply to shares without nominal or par value, and shall, in relation to such shares, be read and construed as if \u2014 (a) in subsection (3) \u2014 (i) for the words \u201cthe nominal value of\u201d appearing in paragraph (g), there were substituted the words \u201can amount equal to the consideration received for\u201d; and (ii) for the words \u201cnominal value\u201d appearing in paragraph (h), there was substituted the word \u201cnumber\u201d; (b) in subsection (4) for the words \u201caggregate nominal value of\u201d appearing in paragraph (b), there were substituted the words \u201caggregate consideration received for\u201d; and (c) in subsection (5) \u2014 (i) for the words \u201ctheir nominal amount\u201d appearing in paragraph (d), there were substituted the words \u201cthe consideration received for such shares\u201d; and (ii) for the words \u201cnominal amount of\u201d appearing in paragraph (e), there were substituted the words \u201cconsideration received for\u201d. 37A. Treasury shares 37A. (1) Shares that have been purchased or redeemed by a company or surrendered to the company pursuant to sections 37 or 37B shall not be treated as cancelled pursuant to sections 37(3)(g) or 37B(2) but shall be classified as treasury shares and sections 37(4), 37(5)(d) and 37B(2) shall not apply to such shares at the time of such purchase, redemption or surrender, if \u2014 (a) the memorandum and articles of association of the company do not prohibit it from holding treasury shares; (b) the relevant provisions of the memorandum and articles of association (if any) are complied with; and (c) the company is authorised in accordance with the company\u2019s articles of association or by a resolution of the directors to hold such shares in the name of the company as treasury shares prior to the purchase, redemption or surrender of such shares. (2) Shares held by a company pursuant to subsection (1) shall continue to be classified as treasury shares until such shares are either cancelled or transferred pursuant to subsection (3). (3) A company that holds treasury shares may at any time \u2014 Companies Act (2026 Revision) (a) cancel the shares in accordance with the provisions of the company\u2019s articles of association or (in the absence of any applicable provisions in the company\u2019s articles of association) by a resolution of the directors, and if so cancelled the amount of the company\u2019s issued share capital shall be diminished by the nominal or par value of those shares accordingly but the company\u2019s authorised share capital shall not be reduced and sections 37(4), 37(5)(d) and 37B(2) shall apply as if the shares had been purchased, redeemed or surrendered as at the date of cancellation; or (b) transfer the shares to any person, whether or not for valuable consideration (including at a discount to the nominal or par value of such shares). (4) A sum equal to the consideration (if any) received by the company pursuant to the transfer of a treasury share made in accordance with subsection (3)(b) (such consideration referred to as the \u201ctransfer consideration\u201d) shall be applied in the following manner \u2014 (a) to the extent that any payment out of capital was made with respect to the purchase or redemption of the share being transferred, there shall be credited to the company\u2019s share capital an amount equal to the lesser of \u2014 (i) the amount of such payment out of capital; and (ii) the transfer consideration received in respect of such share; (b) subject to subsection (5), to the extent that any payment out of share premium was made with respect to the purchase or redemption of the share being transferred, there shall be credited to the company\u2019s share premium an amount equal to the lesser of \u2014 (i) the amount of such payment out of share premium; and (ii) the balance of the transfer consideration received in respect of such share after applying subsection (4)(a); and (c) subject to subsection (5), the balance of the transfer consideration received in respect of such share after applying subsection (4)(a) and (b) shall be credited to the company\u2019s profit and loss account. (5) Notwithstanding the provisions of subsection (4)(b) and (c) but subject to subsection (4)(a), so long as the company shall be able to pay its debts as they fall due in the ordinary course of business immediately following the transfer of a treasury share in accordance with subsection (3)(b), the directors may by resolution determine that all or any part of the transfer consideration received shall be transferred to the company\u2019s profit and loss account, share premium account or share capital (or any combination of the foregoing) in such proportions as the directors may (in their sole and absolute discretion but subject to any express contrary provision in the articles of association of the company) determine. Companies Act (2026 Revision) (6) Notwithstanding subsection (7)(b), a treasury share may be transferred by the company and the provisions of this Act and (subject to any specific provisions with respect to the transfer of treasury shares) the memorandum and articles that apply to the transfer of shares shall apply to the transfer of treasury shares. (7) For so long as a company holds treasury shares \u2014 (a) the company shall be entered in the register of members as holding those shares; (b) notwithstanding paragraph (a) \u2014 (i) the company shall not be treated as a member for any purpose and shall not exercise any right in respect of the treasury shares, and any purported exercise of such a right shall be void; and (ii) a treasury share shall not be voted, directly or indirectly, at any meeting of the company and shall not be counted issued shares at any given time, whether for the purposes of the company\u2019s articles of association or this Act; and (c) no dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the company\u2019s assets (including any distribution of assets to members on a winding up) may be made to the company, in respect of a treasury share. (8) Nothing in subsection (7) prevents an allotment of shares as fully paid bonus shares in respect of a treasury share and shares allotted as fully paid bonus shares in respect of a treasury share shall be treated as treasury shares. 37B. Surrender of shares 37B. (1) Subject to any express provisions of the company\u2019s memorandum or articles of association to the contrary, a company may accept the surrender for no consideration of any fully paid share (including a redeemable share) unless, as a result of the surrender, there would no longer be any issued shares of the company other than shares held as treasury shares. (2) Subject to section 37A, any shares surrendered under subsection (1) shall be treated as cancelled on surrender, and the amount of the company\u2019s issued share capital shall be diminished by the nominal value of those shares accordingly; but the surrender of shares by a member is not to be taken as reducing the amount of the company\u2019s authorised share capital. (3) This section is without prejudice to any right or power of a company arising under this Act or otherwise to accept the surrender of a share (not being a fully paid share) in lieu of forfeiture. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_38\", \"num\": \"38.\", \"text\": \"Definition of member 38. The subscribers of the memorandum of association of any company shall be deemed to have agreed to become members of the company whose memorandum they have subscribed, and upon the registration of the company shall be entered as members on the register of members hereinafter mentioned, and every other person who has agreed to become a member of a company and whose name is entered on the register of members, shall be deemed to be a member of the company.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_39\", \"num\": \"39.\", \"text\": \"Transfer by personal representative 39. Any transfer of the share or other interest of a deceased member of a company made by that person\u2019s personal representative, shall, notwithstanding that such personal representative may not themselves be a member, be of the same validity as if that person had been a member at the time of the execution of the instrument of transfer.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_40\", \"num\": \"40.\", \"text\": \"Register of members 40. (1) Every company shall cause to be kept in writing, a register of its members and there shall be entered therein \u2014 (a) the names and addresses of the members of the company, with the addition of, in the case of a company having a capital divided into shares, a statement of the shares held by each member, and the statement shall \u2014 (i) distinguish each share by its number (so long as the share has a number); (ii) confirm the amount paid, or agreed to be considered as paid on the shares of each member; (iii) confirm the number and category of shares held by each member; and (iv) confirm whether each relevant category of shares held by a member carries voting rights under the articles of association of the company, and if so, whether such voting rights are conditional; (b) the date on which the name of any person was entered on the register as a member; and (c) the date on which any person ceased to be a member. (2) Any company making default in complying with this section shall incur a penalty of five thousand dollars; and every director or manager of the company who knowingly and wilfully authorises or permits such default shall incur the like penalty. (3) For the purpose of subsection (1), \u201cvoting rights\u201d means, \u2014 (a) rights conferred on shareholders, including the right to appoint or remove directors, in respect of their shares or, in the case of an entity not having a Companies Act (2026 Revision) share capital, on members, to vote at general meetings of the entity on all or substantially all matters; and (b) in relation to a legal entity that does not have general meetings at which matters are decided by the exercise of voting rights, the rights conferred upon shareholders or members, as applicable, that are equivalent to those of a person entitled to exercise voting rights in a company. (4) A voting right is conditional where the voting right arises only in certain circumstances. 40A. Branch registers of members 40A. (1) An exempted company may cause to be kept in any country or territory one or more branch registers of such category or categories of members as the exempted company may determine from time to time. (2) A branch register is deemed to be part of the exempted company\u2019s register of members. (3) Subject to subsection (6), a branch register shall be kept in the same manner in which a principal register is by this Act required or permitted to be kept. (4) The exempted company shall cause to be kept at the place where the exempted company\u2019s principal register is kept a duplicate of any branch register duly entered up from time to time. (5) If default is made in complying with subsection (4) within twenty-one days after \u2014 (a) establishing a branch register; or (b) making changes to the details recorded in a branch register, the exempted company and every officer of the exempted company who is in default is liable to a penalty of five thousand dollars; and every director or manager of the company who knowingly and wilfully authorises or permits such default shall incur the like penalty. (6) Subject to subsection (4) with respect to a duplicate of any branch register \u2014 (a) the shares registered in a branch register shall be distinguished from those registered in the principal register; and (b) no transaction with respect to any shares registered in a branch register shall, during the continuance of that registration, be registered in any other register. (7) An exempted company may discontinue keeping any branch register, and thereupon all entries in that branch register shall be transferred to some other branch register kept by the exempted company or to the principal register. Companies Act (2026 Revision) (8) For the avoidance of doubt a listed share register maintained under section 40B(3) shall not constitute a branch register for the purposes of this section. (9) In this section \u2014 \u201cbranch register\u201d means a branch register referred to in subsection (1); and \u201cprincipal register\u201d means a company\u2019s register of members. 40B. Transfer and registration of shares in respect of a company with listed shares 40B. (1) Title to listed shares of a company may, if so authorised by such company\u2019s articles of association, or (in the absence of any applicable provisions in the company\u2019s articles of association) by a special resolution of such company, be evidenced and transferred in accordance with the laws applicable to and the rules and regulations of the relevant approved stock exchange that are or shall be applicable to such listed shares as referred to or specified in such articles of association or special resolution. (2) For the purposes of subsection (1), the laws applicable to an approved stock exchange include, without limitation, the laws of the jurisdiction under which such approved stock exchange is established in so far as they would apply to an entity established under such laws which has listed shares on such approved stock exchange. (3) Any register of members maintained by a company in respect of its listed shares may be kept by recording the particulars required by section 40 in a form otherwise than legible if such recording otherwise complies with the laws applicable to and the rules and regulations of the relevant approved stock exchange referred to in subsection (1). (4) To the extent the listed shares register is kept in a form otherwise than legible it must be capable of being reproduced in a legible form. (5) A company which maintains a listed shares register must also maintain, in respect of any shares which are not listed shares, a separate register of members in accordance with section 40. (6) References in any enactment or instrument to a company\u2019s register of members shall, unless the context otherwise requires, be construed in relation to a company which maintains any listed shares register as referring to each of such company\u2019s listed shares register and, if any, its non-listed shares register. (7) For the purposes of this section \u2014 \u201capproved stock exchange\u201d means a stock exchange listed in Schedule 4; \u201clisted shares\u201d means shares which are traded or listed on an approved stock exchange; Companies Act (2026 Revision) \u201clisted shares register\u201d means the register of members required to be maintained by a company in respect of its listed shares pursuant to subsection (3); and \u201cnon-listed shares register\u201d means the register of members maintained by a company pursuant to subsection (5). (8) For the purpose of this section \u2014 (a) references to title to shares include any legal or equitable interest in shares; and (b) references to a transfer of title include a transfer by way of security.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_41\", \"num\": \"41.\", \"text\": \"Annual list of members and return of capital, shares, calls, etc. 41. (1) Every company, other than an exempted company that does not hold a licence to carry on business in the Islands to which section 174 refers, having a capital divided into shares shall make a list of all persons who, on the fourteenth day following the date on which the ordinary general meeting, or if there is more than one ordinary general meeting in each year, the first of such ordinary general meetings, is held, are members of the company; and such lists shall state the names and addresses of all the members therein mentioned, and the number of shares held by each of them, and shall contain a summary specifying the \u2014 (a) amount of the capital of the company and the number of shares into which it is divided; (b) number of shares taken from the commencement of the company up to the date of the summary; (c) amount of calls made on each share; (d) total amount of calls received: (e) total amount of calls unpaid; (f) total number of shares forfeited; (g) names and addresses of the persons who have ceased to be members since the last list was made, and the number of shares held by each of them; (h) names and addresses of directors and officers of the company and the position or office that they hold; and (i)  nature of the business, and this list and summary shall be contained in a separate part of the register of the company and shall be completed within seven days after such fourteenth day as is mentioned in this section, and a copy shall be forwarded to the Registrar in January of each year after the year of its incorporation. (2) Every company, other than an exempted company, shall, in January of each year after the year of its registration, pay to the Registrar the annual fee specified in Part 2 of Schedule 5. Companies Act (2026 Revision) (3) Each such annual fee shall be tendered with the list and summary required under subsection (1). A company which has failed to forward to the Registrar any copy required to be forwarded in any January shall be deemed not to have made any default in complying with this section relating to the time within which such copy is required to be forwarded if the company forwards the copy either \u2014 (a) within such further period, if any, as the Registrar, acting in that person\u2019s discretion may, by notice, addressed to the company specify; or (b) within the period of twelve months next following such month of January, whichever is the shorter, together with the fee payable under subsection (2) and the penalty specified in section 42.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_42\", \"num\": \"42.\", \"text\": \"Penalty on company not making return 42. Any company, not being an exempted company, which defaults in forwarding to the Registrar such lists of members or summary or the payment of any fee specified in section 41(1) and (2) shall incur a penalty of \u2014 (a) 33.33% of the annual fee specified in section 41 if the documents are submitted or the fee and penalty are paid between the 1st April and the 30th June; (b) 66.67% of the annual fee specified in section 41 if the documents are submitted or the fee and penalty are paid between the 1st July and the 30th September; and (c) 100% of the annual fee specified in section 41 if the documents are submitted or the fee and penalty are paid between the 1st October and the 31st December, and every director and manager of the company who knowingly and wilfully authorises or permits such default shall incur the like penalty.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_43\", \"num\": \"43.\", \"text\": \"Certificate of shares or stock 43. A certificate \u2014 (a) specifying the shares or stock held by a member of a company; and (b) purportedly signed by a person (including by facsimile or other mechanically affixed signature) with the express or implied authority of that company, is admissible in evidence as proof of the title of that member to those shares or that stock. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_44\", \"num\": \"44.\", \"text\": \"Inspection of register 44. (1) The register of members, commencing from the date of the registration of the company, shall be kept at the registered office of the company or, in the case of an exempted company, at any other place within or outside the Islands except that, in the case of an exempted company that holds a licence to carry on business in the Islands under any applicable law, the register of members shall be kept at its registered office within the Islands. (2) Except in the case of an exempted company that does not hold a licence to carry on business in the Islands under any applicable law and when closed as hereinafter provided the register of members shall, during business hours, subject to such reasonable restrictions as the company in general meeting may impose, so that no less than two hours in each day be appointed for inspection, be open to the inspection of any member gratis and to the inspection of any other person on payment of ten dollars or such less sum as the company may specify for each inspection; and every such member or other person may receive a copy of such register or any part thereof, or of such list or summary of members, on payment of one dollar for every page required to be copied. (3) If such inspection or copy is refused, the company shall incur for each refusal a penalty of five hundred dollars; and every director and manager of the company who knowingly authorises or permits such refusal shall incur the like penalty; and in addition to the above penalty, a Judge sitting in chambers may, by order, compel an immediate inspection of the register. (4) A company, including an exempted company, shall make available at the registered office, in electronic form or any other medium, such register, including any branch register in the case of an exempted company, as may be required of it upon service of an order or notice by the Tax Information Authority pursuant to the Tax Information Authority Act (2021 Revision); and if the company fails to comply with the order or notice without reasonable excuse, the company shall incur a penalty of five hundred dollars and a further penalty of one hundred dollars for every day during which such non-compliance continues. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_45\", \"num\": \"45.\", \"text\": \"Notice of increase of capital and of members to be given to Registrar 45. (1) Where a company has a capital divided into shares, whether such shares have or have not been converted into stock, notice of any increase in such capital beyond the registered capital, and where a company has not a capital divided into shares, notice of any increase in the number of members beyond the registered number shall be given to the Registrar, in the case of an increase of capital, within thirty days from the date of the passing of the resolution by which such increase has been authorised; and, in the case of an increase of members, within thirty days from the time at which such increase of members has been resolved on or has taken place; and the Registrar shall forthwith record the amount of such increase of capital or members. (2) The fees payable on an increase of capital shall be as specified in Part 3 of Schedule 5. (3) If such notice is not given within the period aforesaid the company in default shall incur a penalty of ten dollars for every day during which such neglect to give notice continues, and every director and officer of the company who knowingly and wilfully authorises or permits such default shall incur a like penalty.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_46\", \"num\": \"46.\", \"text\": \"Remedy for improper entry or omission of entry in register 46. If the name of any person is, without sufficient cause, entered in or omitted from the register of members of any company, or if default is made or unnecessary delay takes place in entering on the register the fact of any person having ceased to be a member of the company, the person or member aggrieved or any member of the company or the company itself may, by motion to the Court, apply for an order that the register be rectified; and the Court may either refuse such application with or without costs to be paid by the applicant or it may, if satisfied of the justice of the case, make an order for the rectification of the register, and may direct the company to pay all the costs of such motion, application or petition, and any damages the party aggrieved may have sustained. The Court may, in any proceeding under this section, decide any question relating to the title of any person who is a party to such proceeding to have that person\u2019s name entered in or omitted from the register, whether such question arises between two or more members or alleged members, or between any members or alleged members and the company, and generally, the Court may, in any such proceeding, decide any question that it may be necessary or expedient to decide for the rectification of the register: Provided that the Court may direct an issue to be tried, on which any question of law may be raised. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_47\", \"num\": \"47.\", \"text\": \"Notice to Registrar of rectification of register 47. Whenever any order has been made rectifying the register, in the case of a company required by this Act to send a list of its members to the Registrar, the Court shall, by its order, direct that due notice of such rectification be given to the Registrar.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_48\", \"num\": \"48.\", \"text\": \"Register to be evidence 48. The register of members shall be prima facie evidence of any matters by this Act directed or authorised to be inserted therein. Liability of Members\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_49\", \"num\": \"49.\", \"text\": \"Liability of present and past members of company 49. In the event of a company being wound up every present and past member of such company shall be liable to contribute to the assets of the company to an amount sufficient for payment of the debts and liabilities of the company, and the costs, charges and expenses of the winding up and for the payment of such sums as may be required for the adjustment of the rights of the contributories amongst themselves: Provided that \u2014 (a) a past member shall not be liable to contribute to the assets of the company if that person has ceased to be a member for a period of one year or upwards prior to the commencement of the winding up; (b) a past member shall not be liable to contribute in respect of any debt or liability of the company contracted after the time at which that person ceased to be a member; (c) a past member shall not be liable to contribute to the assets of the company unless it appears to the Court that the existing members are unable to satisfy the contributions required to be made by them under this Act; (d) in case of a company limited by shares, no contribution shall be required from any member exceeding the amount, if any, unpaid on the shares in respect of which that person is liable as a present or past member except where such member or past member holds or held shares of a class which are expressly stated in the memorandum of association to carry unlimited liability, as provided in section 8(2); (e) in the case of a company limited by guarantee, no contribution shall be required from any member exceeding the amount of the undertaking entered into on that person\u2019s behalf by the memorandum of association, except where the amount of the undertaking of such member is unlimited, as provided in section 9(2); (f) nothing in this Act shall invalidate any provisions contained in any policy of insurance or other contract whereby the liability of individual members Companies Act (2026 Revision) upon any such policy or contract is restricted, or whereby the funds of the company are alone made liable in respect of such policy or contract; and (g) no sum due to any member of a company in that person\u2019s character of a member by way of dividends, profits or otherwise, shall be deemed to be a debt of the company, payable to such member in a case of competition between that person and any other creditor not being a member of the company; but any such sum may be taken into account for the purposes of the final adjustment of the rights of the contributions amongst themselves. PART 4 - Management and Administration of Companies and Associations - Provisions for Protection of Creditors\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_50\", \"num\": \"50.\", \"text\": \"Registered office of company 50. (1) Every company shall have a registered office in the Islands to which all communications and notices may be addressed and any company which carries on business without having such an office, shall incur a penalty of ten dollars for every day during which business is so carried on. (2) In the case of an exempted company or a non-resident company, the address of the registered office referred to in subsection (1) shall be the same as the address of the person licensed by the Authority who provides company management services for the exempted company or non-resident company except where the registered office was located at a different address in the Islands immediately prior to the 10th January, 2013, the date of commencement of this provision by the Companies (Amendment) Act, 2012 [Law 6 of 2012], and remains at such address on or after the date of commencement of this provision.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_51\", \"num\": \"51.\", \"text\": \"Notice of situation of registered office 51. (1) Notice of the situation of such registered office shall be given to the Registrar and recorded by that person and shall be published by Public Notice. Until such notice is given and published, the company shall not be deemed to have complied with this Act with respect to having a registered office. (2) Any member of the public shall be entitled to be informed by the Registrar, on request, of the location of the registered office of any company or exempted company registered under this Act. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_52\", \"num\": \"52.\", \"text\": \"Publication of name by a limited company 52. Every company, whether limited by shares or by guarantee, shall paint or affix, and shall keep painted or affixed, its name on the outside of every office or place in which the business of the company is carried on, or in any corridor, passage or hallway adjacent or proximate thereto, in a conspicuous position, in letters easily legible, and shall have its name in legible characters on any seal it uses, and shall have its name set out in legible characters in all notices, advertisements and other official publications of such company, and in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of such company, and in all bills of parcels, invoices, receipts and letters of credit of the company and its name may be followed with or preceded by, at the discretion of the company, its dual foreign name or its translated name, if any, or both.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_53\", \"num\": \"53.\", \"text\": \"Penalties on non-publication of name 53. Any company which does not paint or affix, and keep painted or affixed, its name in manner directed by this Act is liable to a penalty of ten dollars for not so painting or affixing its name, and for every day during which such name is not so kept painted or affixed, and every director and manager of the company who knowingly and wilfully authorises or permits such default shall be liable to the like penalty; and any director, manager or officer of such company, or any person on its behalf, who uses or authorises the use of any seal purporting to be a seal of the company, whereon its name is not so engraven as aforesaid, or issues or authorises the issue of any notice, advertisement or other official publication of such company, or signs or authorises to be signed on behalf of such company any bills of exchange, promissory note, endorsement, cheque or order for money or goods, or issues or authorises to be issued any bill of parcels, invoice, receipt or letter of credit of the company, wherein its name is not set out in the manner aforesaid, is liable to a penalty of one hundred dollars, and shall further be personally liable to the holder of any such bill of exchange, promissory note, cheque, or order for money or goods for the amount thereof, unless the same is duly paid by the company.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_54\", \"num\": \"54.\", \"text\": \"Register of mortgages 54. (1) Every limited company shall keep at its registered office in writing on one or more sheets, whether bound or unbound, a register of all mortgages and charges specifically affecting property of the company, and shall enter in such register in respect of each mortgage or charge a short description of the property mortgaged or charged, the amount of charge created and the names of the mortgagees or persons entitled to such charge. (2) If any property of the company is mortgaged or charged without such entry as aforesaid being made, every director, manager or other officer of the company who knowingly and wilfully authorises or permits the omission of such entry, shall incur a penalty of one hundred dollars. Companies Act (2026 Revision) (3) The register of mortgages required by subsection (1) shall be open to inspection by any creditor or member of the company at all reasonable times; and if such inspection is refused, any officer of the company refusing the same, and every director and manager of the company authorising or knowingly and wilfully permitting such refusal shall incur a penalty of four dollars for every day during which such refusal continues; and in addition to the above penalty, the Judge sitting in chambers may, by order, compel an immediate inspection of the register.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_55\", \"num\": \"55.\", \"text\": \"Filing deadline for updated list of directors etc. 55. (1) Every company shall keep at its registered office a register containing the names and addresses of its directors, including alternate directors, and officers, and shall \u2014 (a) send a copy of such register to the Registrar within sixty days of the first appointment of any director or officer of the company; and (b) notify the Registrar of any change in such directors or officers including a change of the name of such directors or officers, within thirty days of any such change. (2) For the purposes of subsection (1) a person shall be registered by a company as an alternate director if that person is \u2014 (a) appointed by a director of the company to exercise all the powers and perform all the responsibilities of that director; (b) entitled to receive notice of meetings of the board of directors of the company; (c) entitled to sign or execute written resolutions of the board of directors of the company; and (d) considered in all respects to be a director of the company. (3) Subsection (2) does not apply to a person \u2014 (a) appointed by a director to exercise limited powers or to fulfil limited responsibilities; (b) appointed for a specified period that is less than ninety days; (c) appointed to attend a particular meeting or series of meetings or adjournments; (d) appointed to consider and, if approved, sign a particular written resolution or series of written resolutions of the board of directors of the company; (e) who is a director of the company; or (f) who at the time of that person\u2019s appointment, is the alternate of another director of the company. Companies Act (2026 Revision) 55A. Registrar to make list of directors available for inspection 55A. (1) The Registrar shall maintain a list of the names of the current directors, and where applicable, the current alternate directors of a company. (2) The Registrar shall make available, the list of the names of the current directors of a company and where applicable, the current alternate directors of a company under subsection (1), for inspection by any person, on payment of the fee specified in Part 6A of Schedule 5, for each inspection, and subject to such conditions as the Registrar may impose. (3) For the purposes of subsection (1), an alternate director is a person who is registered by a company as an alternate director under section 55.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_56\", \"num\": \"56.\", \"text\": \"Penalty for failing to notify of changes to the register of directors and officers 56. (1) A company that breaches the provisions of section 55  shall incur a penalty of five hundred dollars. (2) Notwithstanding subsection (1), if a company is in breach of section 55(1)(b) \u2014 (a) in respect of more than one change in directors or officers and \u2014 (i) the changes occurred within a thirty day period; and (ii) the Registrar is notified of the changes on the same day; the applicable penalty for the breach shall be that specified in subsection (1), irrespective of the number of changes notified to the Registrar; and (b) in respect of directors or officers of five or more companies, the applicable aggregate penalty in respect of the companies to which the breach relates shall not exceed the sum of two thousand five hundred dollars, which shall be equally apportioned between and paid by, such companies. (3) In addition to the penalty under subsection (1), where the Registrar is satisfied that a breach of section 55 has been knowingly and wilfully authorised or permitted \u2014 (a) every company to which the breach relates shall incur a penalty of one thousand dollars; and (b) every director and officer of the company to which the breach relates shall incur a penalty of one thousand dollars and a further penalty of one hundred dollars for every day during which the default continues.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_57\", \"num\": \"57.\", \"text\": \"Meetings 57. Subject to the memorandum and articles of association of the company, a meeting of \u2014 (a) members; (b) a class of members; Companies Act (2026 Revision) (c) the board of directors; or (d) any committee of the directors, may be validly convened and business conducted, as provided by the articles of association, with only one such member or director being present in person or otherwise as may be provided by the articles of association. Provisions for Protection of Members\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_58\", \"num\": \"58.\", \"text\": \"General meetings 58. A general meeting of every company, other than an exempted company, shall be held at least once in every year.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_59\", \"num\": \"59.\", \"text\": \"Accounts and audits 59. (1) Every company shall cause to be kept proper books of account including, where applicable, material underlying documentation including contracts and invoices with respect to \u2014 (a) all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place; (b) all sales and purchases of goods by the company; and (c) the assets and liabilities of the company. (2) For the purposes of subsection (1), proper books of account shall not be deemed to be kept with respect to the matters aforesaid if there are not kept such books as are necessary to give a true and fair view of the state of the company\u2019s affairs and to explain its transactions. (2A) A company which keeps its books of account at any place other than at its registered office or at any other place within the Islands shall, upon service of an order or notice by the Tax Information Authority pursuant to the Tax Information Authority Act (2021 Revision), make available, in electronic form or any other medium, at its registered office copies of its books of account, or any part or parts thereof, as are specified in such order or notice; and if the company fails to comply with the order or notice without reasonable excuse, the company shall incur a penalty of five hundred dollars and a further penalty of one hundred dollars for every day during which such non-compliance continues. (2B) A company which keeps its books of account outside of the Islands shall, in the form and manner prescribed, provide to its registered office, annually or with such other frequency and within such time as may be prescribed, information regarding its books of account; and, if a company fails to comply with this subsection without reasonable excuse, the company shall incur a penalty of five hundred dollars and a further penalty of one hundred dollars for every day during which such non-compliance continues. Companies Act (2026 Revision) (2C) Subsection (2B) shall not apply to a company that complies with a requirement under any regulatory law to file information regarding its accounts to the Authority. (3) A company shall cause all books of account required to be kept under subsection (1) to be retained for a minimum period of five years from the date on which they are prepared. (4) A company that knowingly and wilfully contravenes subsection (1) or (3) shall be subject to a penalty of five thousand dollars.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_60\", \"num\": \"60.\", \"text\": \"Definition of special resolution 60. (1) A resolution is a special resolution when \u2014 (a) it has been passed by a majority of at least two-thirds of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given, except that a company may in its articles of association specify that the required majority shall be a number greater than two-thirds, and may additionally so provide that any such majority (being not less than two-thirds) may differ as between matters required to be approved by a special resolution; or (b) if so authorised by its articles of association, it has been approved in writing by all of the members entitled to vote at a general meeting of the company in one or more instruments each signed by one or more of the members aforesaid, and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed. (2) At any meeting mentioned in this section, unless a poll is demanded by at least one member, a declaration of the chairperson that the resolution has been carried shall be conclusive evidence of the fact, without proof of the number or proportion of votes recorded in favour of or against the same. (3) Notice of any meeting shall, for the purposes of this section, be deemed to be duly given and the meeting to be duly held, whenever such notice is given and the meeting held in manner prescribed by the regulations of the company. (4) In computing the majority under this section when a poll is demanded, regard shall be had to the number of votes to which each member is entitled by the regulations of the company. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_61\", \"num\": \"61.\", \"text\": \"Provisions where no regulations as to meetings 61. In default of any regulations as to voting, every member shall have one vote, and in default of any regulations as to summoning general meetings, a meeting shall be held to be duly summoned of which five days\u2019 notice has been served on every member; and in default of any regulations as to the persons to summon meetings, three members shall be competent to summon the same; and in default of any regulations as to who is to be chairperson of such meeting, it shall be competent for any person elected by the members present to preside.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_62\", \"num\": \"62.\", \"text\": \"Recording of special resolutions 62. A copy of any special resolution passed by any company under this Act shall be forwarded within fifteen days to the Registrar and shall be recorded by that person.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_63\", \"num\": \"63.\", \"text\": \"Copies of special resolutions 63. (1) Where articles of association have been registered, a copy of every special resolution for the time being in force shall be annexed to or embodied in, every copy of the articles of association that may be issued after the passing of such resolution. (2) Where no articles of association have been registered, a copy of any special resolution shall be forwarded in print to any member requesting the same, on payment of ten cents or such less sum as the company may direct. (3) Any company which fails to comply with this section shall incur a penalty of two dollars for each copy in respect of which such default is made; and every director and manager of the company who shall knowingly and wilfully authorise or permit such default shall incur the like penalty.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_64\", \"num\": \"64.\", \"text\": \"Appointment of inspectors to report on affairs of companies 64. The Court may appoint one or more than one competent inspectors to examine into the affairs of any company and to report thereon in such manner as the Court may direct \u2014 (a) in case of a banking company having a capital divided into shares, upon the application of members holding not less than one-third of the shares of the company for the time being issued; (b) in the case of any other company having a capital divided into shares, upon application of members holding not less than one-fifth of the shares of the company for the time being issued; and (c) in the case of a company not having a capital divided into shares, upon the application of members being in number not less than one-fifth of the total number of persons for the time being entered on the register of the company as members. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_65\", \"num\": \"65.\", \"text\": \"Powers of inspectors 65. It shall be the duty of all officers and agents of the company to produce for examination by an inspector all books and documents in their custody or power; any inspector may examine upon oath the officers and agents of the company in relation to its business, and may administer such oath accordingly; and any officer or agent who refuses or neglects to produce any book or document hereby directed to be produced, or to answer any question relating to the affairs of the company, shall incur a penalty not exceeding forty dollars in respect of each such offence.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_66\", \"num\": \"66.\", \"text\": \"Report of inspectors 66. (1) Upon the conclusion of the examination, the inspectors shall report their opinions to the Court. (2) Such report shall be filed by the Clerk of the Court, but shall not, unless the Court so directs, be open to public inspection. (3) All expenses of and incidental to any such examination and report shall be defrayed by the members upon whose application the inspectors were appointed, unless the Court shall direct the same to be paid out of the assets of the company, which it is hereby authorised to do.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_67\", \"num\": \"67.\", \"text\": \"Inspection by resolution of the company 67. Any company as aforesaid may, by special resolution, appoint inspectors for the purpose of examining into the affairs of such company; and inspectors so appointed shall have the same powers and perform the same duties as inspectors appointed by the Court, except that instead of making their report to the Court, they shall make the same in such manner and to such persons as the company by resolution of its members directs, and the officers and agents of the company shall incur the same penalties in case of any refusal or neglect to produce any book or document hereby required to be produced to such inspectors or answer any question, as they would have incurred if such inspectors had been appointed by the Court.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_68\", \"num\": \"68.\", \"text\": \"Inspectors\u2019 report admissible as evidence 68. The report of any inspectors appointed under this Act, or any copy thereof certified and signed by the inspectors, shall be admissible in any legal proceeding as evidence of the opinion of the inspectors in relation to any matter contained in such report. Notices\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_69\", \"num\": \"69.\", \"text\": \"Returns, etc., to Registrar 69. Any list, return, notice or information required by this Act to be made, given or supplied to the Registrar shall be authenticated by the signature of the secretary or manager or one of the directors of the company. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_70\", \"num\": \"70.\", \"text\": \"Service of notices on company 70. Any writ, notice, order or other document required to be served upon the company may be served by leaving the same, or sending it through the post in a prepaid letter, addressed to the company at its registered office.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_71\", \"num\": \"71.\", \"text\": \"Postal service 71. Any document to be served by post on the company shall be posted in such time as to admit of its being delivered in the due course of delivery within the period, if any, prescribed for the service thereof; and in proving service of such document, it shall be sufficient to prove that such document was properly directed, and that it was put as a prepaid letter into the post office.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_72\", \"num\": \"72.\", \"text\": \"Authentication of summons, notice, etc. 72. Any summons, notice, order or proceeding requiring authentication by the company may be signed by a director, secretary or other authorised officer of the company, and may be in writing or print or partly in writing and partly in print.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_73\", \"num\": \"73.\", \"text\": \"Minutes of proceedings 73. (1) Every company shall cause minutes of all resolutions and proceedings of its members, whether at general meetings or otherwise, and of its directors or managers (where there are directors or managers), whether at meetings or otherwise, to be duly kept in writing. (2) Any minute of a general meeting of the company or a meeting of the directors or managers, if purporting to be signed by the chairperson of the meeting, or by the chairperson of the next succeeding meeting, shall be received as evidence of the proceedings at that meeting; and until the contrary is proved, every general meeting of the company or meeting of the directors or managers in respect of the proceedings of which minutes have been so made, shall be deemed to have been duly held and convened and all resolutions passed thereat, or proceedings had, to have been duly passed and had, and all appointments of directors, managers or liquidators shall be deemed to be valid, and all acts done by such directors, managers and liquidators shall be valid, notwithstanding any defect that may afterwards be discovered in their appointments or qualifications.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_74\", \"num\": \"74.\", \"text\": \"Security for costs in actions brought by limited companies 74. Where a company is plaintiff in any action, suit or other legal proceeding, any Judge having jurisdiction in the matter, if that person is satisfied that there is reason to believe that if the defendant is successful in that person\u2019s defence the assets of the company will be insufficient to pay that person\u2019s costs, may require sufficient security to be given for such costs, and may stay all proceedings until such security is given. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_75\", \"num\": \"75.\", \"text\": \"Declaration in action against members 75. In any action or suit brought by the company against any member to recover any call or other monies due from such member in that person\u2019s character of member, it shall not be necessary to set forth the special matter, but it shall be sufficient to allege that the defendant is a member of the company and is indebted to the company in respect of a call made or other monies due whereby a right of action has accrued to the company. Arbitration\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_76\", \"num\": \"76.\", \"text\": \"Power of companies to refer matters to arbitration 76. Any company may, from time to time, by writing, agree to refer and may refer to arbitration any existing or future difference, question or other matter whatsoever in dispute between itself and any other company or person; and the companies, parties to the arbitration, may delegate to the person or persons to whom the reference is made power to settle any terms or to determine any matter capable of being lawfully settled or determined by the companies themselves or by the directors or other managing body of such companies. General Penalty\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_77\", \"num\": \"77.\", \"text\": \"General penalty; application of fines 77. (1) Where a duty is imposed by this Act on any company, director or officer of any company and no special penalty or fine has been provided for the breach of such duty, then any such company director or officer responsible for such breach commits an offence and is liable on conviction to a fine of five thousand dollars. (2) All fines shall be recovered in a summary way and shall be applied in aid of the general revenue of the Islands. Unlimited Liability of Directors and Managers\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_78\", \"num\": \"78.\", \"text\": \"Unlimited liability of directors and managers 78. The liability of the directors, managers or the managing director of a company may, if so provided by the memorandum of association, be unlimited.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_79\", \"num\": \"79.\", \"text\": \"Modification of section 49 79. In the event of a company being wound up, section 49 as respects the contribution to be required from any director or manager whose liability is unlimited by virtue of section 78 shall have effect subject to the following modifications \u2014 Companies Act (2026 Revision) (a) subject as hereinafter contained, any such director, managing director or manager whether past or present shall, in addition to that person\u2019s liability, if any, to contribute as an ordinary member, be liable to contribute as if that person were at the date of the commencement of such winding up a member of an unlimited company; (b) no contribution required from any past director or manager who has ceased to hold such office for a period of one year or upwards prior to the commencement of such winding up, shall exceed the amount, if any, which that person is liable to contribute as an ordinary member of the company; (c) no contribution required from any past director or manager in respect of any debt or liability of the company contracted after the time at which that person ceased to hold such office shall exceed the amount, if any, which that person is liable to contribute as an ordinary member of the company; and (d) subject to the regulations of the company, no contribution required from any director or manager shall exceed the amount, if any, which that person is liable to contribute as an ordinary member, unless the Court thinks it necessary to require such contribution in order to satisfy the debts and liabilities of the company and the costs, charges and expenses of the winding up. Association not for Profit\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_80\", \"num\": \"80.\", \"text\": \"Circumstances in which a company may be registered without \u201climited\u201d in its name 80. (1) A company registered under this Act or an association applying to be registered under this Act, may in accordance with section 80A, apply to the Registrar to be designated as a company to which this section applies if the company or association \u2014 (a) was formed or is to be formed primarily for the promotion of charitable, philanthropic, religious, cultural, educational, social or fraternal purposes or objects, including, for the avoidance of doubt, a group of persons sharing a common profession or interest which, to the satisfaction of the Registrar, qualifies the company or association for registration under this section; and (b) has applied or intends to apply the profits, if any, or other income of the company or association primarily for the promotion of charitable, philanthropic, religious, cultural, educational, social or fraternal purposes or objects, including, for the avoidance of doubt, a group of persons sharing a common profession or interest which, to the satisfaction of the Companies Act (2026 Revision) Registrar, qualifies the company or association for registration under this section. (2) The Registrar shall only approve an application for designation under this section if the memorandum and articles of association of a company registered under this Act or an association being registered under this Act and applying for designation, contain language to the effect that \u2014 (a) the assets, profits, if any, and other income of the company or association applying for designation, shall be applied exclusively in the furtherance of the objects of the company or association; and (b) no portion of the assets and income of the company or association shall be distributed as profit or dividend directly or indirectly to the controllers, shareholders, owners or members of the company or association, unless such distribution is intended for the legitimate purpose of compensating a person for services to further the objects of the company or association or to pay the liabilities incurred on behalf of the company or association. (3) Pursuant to an application made under subsection (1), the Registrar may direct that a company registered under this Act or that an association being registered under this Act, be registered with limited liability without the addition of the word \u201cLimited\u201d or the abbreviation \u201cLtd.\u201d to the company\u2019s name and that upon registration shall enjoy all the privileges and be subject to all the obligations by this Act imposed on companies, except the obligations under this Act requiring a company \u2014 (a) to use the word \u201cLimited\u201d or the abbreviation \u201cLtd.\u201d as any part of its name; (b) to send a list of its members to the Registrar; (c) to comply with the provisions of sections 51 or 55 or pay any fees pursuant to section 199; or (d) to pay the fees prescribed by sections 26, 41 and 169. (4) The Registrar may impose any conditions that the Registrar thinks fit to impose on a company designated under this section and shall cause the conditions imposed to be inserted or endorsed on the memorandum or articles of association of the company or association being registered. (5) Where a company designated under this section is to be dissolved, the person who owns, controls or directs that company shall ensure that any assets of the company remaining after the satisfaction of all debts and liabilities of the company shall be transferred to another company registered under this section or a non-profit organisation registered under the Non-Profit Organisations Act (2020 Revision) which has similar objects. Companies Act (2026 Revision) (6) For the purpose of this section \u201cnon-profit organisation\u201d has the same meaning as that assigned to these words in the Non-Profit Organisations Act (2020 Revision). 80A. Application for designation under section 80 80A.(1) An application for designation as a company under section 80 may be made to the Registrar by a company or an association to which section 80 refers and shall be \u2014 (a) made in the form specified by the Registrar; and (b) accompanied by the non-refundable application fee prescribed in Part 3A. (2) A company making an application under subsection (1) shall, at the time of making the application, file with the Registrar a list of the persons who own, control or direct the company. 80B. Obligations for companies designated under section 80 80B.A company designated pursuant to section 80 that is not registered pursuant to the Non-Profit Organisations Act (2020 Revision) shall \u2014 (a) file with the Registrar, in the form specified by the Registrar, an annual return confirming the objects and activities of the company; (b) in the manner specified by the Registrar, notify the Registrar of any change in \u2014 (i) the objects or activities of the company; or (ii) the address of the registered office or the location of the company, within thirty days of the date of the change; (c) maintain the proper books of account for a minimum period of five years; (d) comply with any conditions imposed by the Registrar upon registration; (e) establish and maintain internal controls and systems appropriate for the company to identify conduct which may involve the financing of terrorism; (f) notify the Registrar, in the manner specified by the Registrar, of any change in the person who owns, controls or directs the company, within thirty days of the date of the change; and (g) pay the fee prescribed in Part 3A for any changes for which the Registrar is required to be notified pursuant to this section. 80C. Examination by the Registrar 80C. To facilitate the monitoring of compliance with section 80B(b) and (c) \u2014 (a) the Registrar may examine all books of account and documents, for a company designated under section 80; and Companies Act (2026 Revision) (b) it shall be the duty of an officer of a company designated under section 80 to produce for examination by the Registrar, all books of account and documents, for the company for which the officer is responsible, that are in the officer\u2019s custody or power. 80D. Repealed 80D. Repealed by section 2 of the Companies (Amendment) Act, 2023 [Act 15 of 2023]. 80E. Penalty for breach of section 80B 80E. (1) The Registrar \u2014 (a) may impose a penalty of five hundred dollars on a company designated under section 80, if the company breaches the provisions of section 80B; and (b) shall within ten days of the date of the imposition of the penalty, inform the company upon which the penalty has been imposed, of the reasons for the imposition of the penalty. (2) A company, upon which a penalty is imposed pursuant to subsection (1), which disputes the imposition of the penalty may appeal to the Court for review of the Registrar\u2019s decision to impose the penalty. (3) A dispute in relation to the penalty imposed pursuant to subsection (1) shall not be in respect of the amount of the penalty imposed and is limited to a dispute in relation to the grounds upon which the penalty is imposed. (4) Notwithstanding subsection (1), if a company is in breach of section 80B \u2014 (a) in respect of more than one change in the person who owns, controls or directs a company and \u2014 (i) the changes occurred within a sixty day period; and (ii) the Registrar is notified of the changes on the same day, the applicable penalty for the breach shall be that specified in subsection (1), irrespective of the number of changes notified to the Registrar; and (b) in respect of a person who owns, controls or directs five or more companies, the applicable aggregate penalty in respect of the companies to which the breach relates shall not exceed the sum of two thousand five hundred dollars, which shall be equally apportioned between and paid by such companies. (5) In addition to the penalty under subsection (1), where the Registrar is satisfied that a breach of section 80B has been knowingly and wilfully authorised or permitted \u2014 (a) every company to which the breach relates shall incur a penalty of one thousand dollars; and Companies Act (2026 Revision) (b) every person who owns, controls or directs the company to which the breach relates shall incur a penalty of one thousand dollars and a further penalty of one hundred dollars for every day during which the default continues. Contracts\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_81\", \"num\": \"81.\", \"text\": \"Contracts and other instruments 81. (1) Contracts, deeds, instruments under seal or other instruments on behalf of any company may be made as follows \u2014 (a) a contract or other instrument which, if made between individuals, would by law be required to be in writing, and to be made by deed or under seal, and a deed or instrument under seal may be made by instrument \u2014 (i) sealed with any seal of the company; or (ii) which is executed on behalf of the company by any person acting under the express or implied authority of the company and which is either expressed to be executed as, or otherwise makes clear on its face it is intended to be, a deed or instrument under seal; (b) any contract or other instrument which, if made between private persons, would be by law required to be in writing and signed by the parties to be charged therewith may be made on behalf of the company in writing, signed by any person acting under the express or implied authority of the company; and (c) any contract which, if made between private persons, would by law be valid although made by parol only and not reduced into writing, may be made by parol on behalf of the company by any person acting under the express or implied authority of the company. (2) Where a contract or other transaction purports to be made by a company or by a person on its behalf at a time when the company has not been registered, then subject to any agreement to the contrary, the contract or other transaction has effect as one entered into by the person purporting to act on behalf of the company and, subject to subsection (3), that person is personally liable on the contract or other transaction. (3) A contract or other transaction purported to be entered into by a company prior to its registration or by a person on behalf of the company prior to its registration may be ratified by the company after its registration and thereupon the company shall become bound by and entitled to the benefit thereof from the date of registration, and the person so entering into such contract or other transaction shall be deemed to have been duly authorised to act on behalf of the company and shall cease to be personally liable on the contract or other transaction. Companies Act (2026 Revision) (4) Any contract, deed or other instrument made according to this section may be varied or discharged in the same manner as it is authorised by this section to be made. (5) All contracts, deeds or other instruments made according to this section shall be effectual in law and shall be binding upon the company and its successors and all other parties thereto, their heirs, executors or administrators, as the case may be. (6) A contract or other instrument to be governed by the laws of the Islands which is executed by an overseas company is, and is to be treated as, a deed or instrument under seal if it is \u2014 (a) executed in conformity with subsection (1)(a); and (b) executed in conformity with the requirements imposed by \u2014 (i) the laws of the jurisdiction in which the overseas company was formed or incorporated; and (ii) its memorandum or articles of association or other constitutional documents (howsoever called). (7) A contract or other instrument executed in accordance with subsection (6) meets any requirement of any law of the Islands that the contract or instrument is, and is to be treated as, a deed or instrument executed under seal. (8) A contract, deed or instrument is executed validly as a contract, deed or instrument under seal where it is executed in any manner contemplated by the parties thereto, including, without limitation \u2014 (a) where the complete contract, deed or instrument is executed; or (b) where any signature or execution page to the contract, deed or instrument is executed (whether or not the contract, deed or instrument is at such time in final form) which is attached by, or on behalf of, the relevant party to, or otherwise with the relevant party\u2019s express or implied authority to, the contract, deed or instrument, provided always that the contract, deed or instrument is executed in conformity with subsection (1)(a) or (b), or subsection (6), as the case may be. (9) Subsections (1), (4), (5), (6), (7) and (8) shall apply to contracts, deeds, instruments under seal or other instruments regardless of whether they were made before, on or after 27th April, 2011, the date of commencement of this subsection by the Companies (Amendment) Act, 2011 [Law 16 of 2011], and no contract, deed, instrument under seal or other instrument made before the commencement of this subsection shall be invalid by reason only of any provision of subsections (1), (4), (5), (6), (7) and (8). Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_82\", \"num\": \"82.\", \"text\": \"Bills of exchange and promissory notes 82. A bill of exchange or promissory note shall be deemed to have been made, accepted or endorsed on behalf of a company if made, accepted or endorsed in the name of, or by or on behalf or on account of, the company by any person acting under its authority.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_83\", \"num\": \"83.\", \"text\": \"Execution of deeds, etc., by attorney 83. (1) A company may appoint and empower a person either generally or in respect of a specified matter to execute deeds or instruments under seal on its behalf. (2) Any appointment under subsection (1) need not be made by deed or instrument under seal, but any person so appointed otherwise than by deed or instrument under seal shall not constitute the donee of a power under the Powers of Attorney Act (1996 Revision) (but without prejudice to the authority otherwise conferred upon them by the company). (3) A deed or instrument under seal signed by a person on behalf of a company pursuant to the authority conferred pursuant to subsection (1) shall bind the company and have effect as if it were executed as such by the company.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_84\", \"num\": \"84.\", \"text\": \"Power of company to have official seal for use abroad 84. (1) A company may maintain a common seal, which shall bear the name of the company in legible characters, which may, at the discretion of the company, be followed with or preceded by its dual foreign name or its translated name, if any, or both at such place as the company may, from time to time, determine and in default of any such determination, at its registered office, and may, if so authorised by its articles of association, maintain a duplicate seal or seals, each of which shall be a facsimile of its common seal at such place or places throughout the world as it may authorise and any such duplicate seal may, but shall not be obliged to, bear on its face the name of any country, territory, district, or place where it is to be used. (2) A deed or instrument under seal to which any such duplicate seal is duly affixed shall bind the company as if it had been sealed with the common seal of the company. (3) A company having any such duplicate seal may authorise any person appointed for the purpose to affix the duplicate seal to any deed or other document to which the company is party. (4) The authority of any such agent shall, as between the company and any person dealing with the agent, continue during the period, if any, specified in the instrument conferring the authority, or if no period is so specified, then until notice of the revocation or determination of the authority of the agent has been given to such person. Companies Act (2026 Revision) (5) The person affixing any such duplicate seal shall, by writing under that person\u2019s hand, certify on the deed or other instrument to which the seal is affixed the date on which it is affixed.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_85\", \"num\": \"85.\", \"text\": \"Authentication of documents 85. A document or proceeding requiring authentication by a company may be signed by a director, secretary or other authorised officer of the company. Arrangements and Reconstructions\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_86\", \"num\": \"86.\", \"text\": \"Power to compromise with creditors and members 86. (1) Where a compromise or arrangement is proposed between a company and its creditors or any class of them, or between the company and its members or any class of them, the Court may, on the application of the company or of any creditor or member of the company, or of a restructuring officer appointed in respect of the company, or where a company is being wound up, of the liquidator, order a meeting of the creditors or class of creditors, or of the members of the company or class of members, as the case may be, to be summoned in such manner as the Court directs. (2) If a majority in number representing seventy-five per cent in value of the creditors or class of creditors, as the case may be, present and voting either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the Court, be binding on all the creditors or the class of creditors, as the case may be, and also on the company or, where a company is in the course of being wound up, on the liquidator and contributories of the company. (2A) If seventy-five per cent in value of the members or class of members, as the case may be, present and voting either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the Court, be binding on all the members or class of members, as the case may be, and also on the company or, where a company is in the course of being wound up, on the liquidator and contributories of the company. (3) An order made under subsection (2) or (2A) shall have no effect until a copy of the order has been delivered to the Registrar for registration, and a copy of every such order shall be annexed to every copy of the memorandum of association of the company issued after the order has been made, or, in the case of a company not having a memorandum, of every copy so issued of the instrument constituting or defining the constitution of the company. (4) If a company makes default in complying with subsection (3), the company and every officer of the company who is in default shall be liable to a fine of two dollars for each copy in respect of which default is made. Companies Act (2026 Revision) (5) In this section the expression \u201ccompany\u201d means any company liable to be wound up under this Act and the expression \u201carrangement\u201d includes a reorganisation of the share capital of the company by the consolidation of shares of different classes or by the division of shares into shares of different classes or by both those methods.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_87\", \"num\": \"87.\", \"text\": \"Provisions for facilitating reconstruction and amalgamation of companies 87. (1) Where an application is made to the Court under section 86 for the sanctioning of a compromise or arrangement proposed between a company and any such persons as are specified in that section, and it is shown to the Court that the compromise or arrangement has been proposed for the purpose of or in connection with a scheme for the reconstruction of any company or companies or the amalgamation of any two or more companies, and that under the scheme the whole or any part of the undertaking or the property of any company concerned in the scheme (in this section referred to as \u201ca transferor company\u201d) is to be transferred to another company (in this section referred to as \u201cthe transferee company\u201d) the Court, may either by the order sanctioning the compromise or arrangement or by any subsequent order make provision for \u2014 (a) the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of any transferor company; (b) the allotting or appropriation by the transferee company of any shares, debentures, policies, or other like interests in that company which under the compromise or arrangement are to be allotted or appropriated by that company to or for any person; (c) the continuation by or against the transferee company of any legal proceedings pending by or against any transferor company; (d) the dissolution, without winding up, of any transferor company; (e) the provisions to be made for any person who within such time and in such manner as the Court directs dissents from the compromise or arrangement; and (f) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation is fully and effectively carried out. (2) Where an order under this section provides for the transfer of property or liabilities, that property shall, by virtue of the order, be transferred to and vest in, and those liabilities shall, by virtue of the order, be transferred to and become the liabilities of, the transferee company, and any such property shall, if the order so directs, be freed from any charge which is, by virtue of the compromise or arrangement, to cease to have effect (3) Where an order is made under this section, every company in relation to which the order is made shall cause a copy thereof to be delivered to the Registrar for Companies Act (2026 Revision) registration within seven days after the making of the order, and if default is made in complying with this subsection, the company and every officer of the company who is in default shall be liable to a default fine. (4) In this section \u2014 \u201cproperty\u201d includes property, rights and powers of every description; \u201cliabilities\u201d includes duties; and \u201ctransferee company\u201d means any company or body corporate established in the Islands or in any other jurisdiction.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_88\", \"num\": \"88.\", \"text\": \"Power to acquire shares of dissenting shareholders 88. (1) Subject to subsection (1A), where a scheme or contract involving the transfer of shares or any class of shares in a company (in this section referred to as \u201cthe transferor company\u201d) to another company, whether a company within the meaning of this Act or not (in this section referred to as \u201cthe transferee company\u201d) has after the making of the offer in that behalf by the transferee company been approved by the holders of not less than ninety per cent in value of the shares for which the offer has been made, the transferee company may, at any time within two months after the approval by the said holders, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire that shareholder\u2019s shares. (1A) Where the notice under subsection (1) is given, the transferee company shall be bound to acquire those shares on the terms on which the shares of the approving shareholders are to be transferred to the transferee company except where an application is made to the Court by a dissenting shareholder within one month after the date on which the notice was given and the Court thinks fit to order otherwise. (2) Where a notice has been given by the transferee company under this section and the Court has not, on an application made by the dissenting shareholder, ordered to the contrary, the transferee company shall, on the expiration of one month from the date on which the notice has been given or, if an application to the Court by the dissenting shareholder is then pending, after that application has been disposed of, transmit a copy of the notice to the transferor company and pay or transfer to the transferor company the amount or other consideration representing the price payable by the transferee company for the shares which by virtue of this section that company is entitled to acquire, and the transferor company shall thereupon register the transferee company as the holder of those shares. (3) Any sums received by the transferor company under this section shall be paid into a separate bank account, and any such sums and any other consideration so received shall be held by that company on trust for the several persons entitled Companies Act (2026 Revision) to the shares in respect of which the said sum or other consideration were respectively received. (4) In this section \u2014 \u201cdissenting shareholder\u201d includes a shareholder who has not assented to the scheme or contract and any shareholder who has failed or refused to transfer that person\u2019s shares to the transferee company, in accordance with the scheme or contract. PART 5 - Company Restructuring and Winding up of Companies and Associations Preliminary\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_89\", \"num\": \"89.\", \"text\": \"Definitions 89. In this Part \u2014 \u201ccompany\u201d includes a foreign company in respect of which the Court has made a winding up order; \u201ccontributory\u201d means \u2014 (a) every person liable by virtue of section 49 to contribute to the assets of a company in the event that it is wound up under this Act; and (b) every holder of fully paid up shares of a company; \u201ccontroller\u201d means a person appointed by the Authority pursuant to the regulatory laws to take control of a company; \u201cdocument\u201d includes any device by means of which information is recorded or stored; \u201cforeign company\u201d means any body corporate incorporated outside the Islands; \u201cforeign practitioner\u201d means a person who is qualified under the law of a foreign country to perform functions equivalent to those performed by official liquidators under this Act or by trustees in bankruptcy under the Bankruptcy Act (2026 Revision); \u201climited partnership\u201d means an ordinary limited partnership registered in accordance with section 49 of the Partnership Act (2025 Revision) or an exempted limited partnership registered in accordance with section 9 of the Exempted Limited Partnership Act (2025 Revision); \u201cofficial liquidator\u201d means the liquidator of a company which is being wound up by order of the Court or under the supervision of the Court and includes a provisional liquidator; \u201cprescribed\u201d means prescribed by the Insolvency Rules Committee; Companies Act (2026 Revision) \u201cprofessional service provider\u201d means a person who contracts to provide general managerial or administrative services to a company on an annual or continuing basis; \u201cqualified insolvency practitioner\u201d means a person holding the qualifications specified in the regulations made by the Insolvency Rules Committee under section 155 or such other qualifications as the Court considers appropriate for the conduct of the winding up of a company; \u201cRules\u201d mean rules prescribed by the Insolvency Rules Committee; \u201cshadow director\u201d means, in relation to a company, any person in accordance with whose directions or instructions the directors of the company are accustomed to act, but the person is not deemed to be a shadow director by reason only that the directors act on advice given by that person in a professional capacity; and \u201cwinding up order\u201d includes an order that a voluntary winding up continue under the supervision of the Court and references to a company being wound up by the Court includes a company which is being wound up under the supervision of the Court.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_90\", \"num\": \"90.\", \"text\": \"Alternative modes of winding up 90. A company may be wound up \u2014 (a) compulsorily by order of the Court; (b) voluntarily \u2014 (i) by virtue of a special resolution; (ii) because the period, if any, fixed for the duration of the company by its articles of association has expired; or (iii) because the event, if any, has occurred, on the occurrence of which its articles of association provide that the company shall be wound up; or (c) under the supervision of the Court.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_91\", \"num\": \"91.\", \"text\": \"Jurisdiction of the Court 91. The Court has jurisdiction to make winding up orders in respect of \u2014 (a) an existing company; (b) a company incorporated and registered under this Act; (c) a body incorporated under any other law; and (d) a foreign company which \u2014 (i) has property located in the Islands; (ii) is carrying on business in the Islands; (iii) is the general partner of a limited partnership; or Companies Act (2026 Revision) (iv) is registered under Part 9. Company Restructuring 91A. Interpretation of \u201ccompany\u201d 91A. For the purposes of sections 91B, 91C, 91D, 91E, 91F, 91G, 91H, 91I and 91J, \u201ccompany\u201d means \u2014 (a)  any company liable to be wound up under section 91; or (b)  any other entity or partnership to which the provisions of this Part apply in respect of the entity\u2019s or partnership\u2019s winding up. 91B. Appointment of a restructuring officer 91B. (1) A company may present a petition to the Court for the appointment of a restructuring officer on the grounds that the company \u2014 (a)  is or is likely to become unable to pay its debts within the meaning of section 93; and (b)  intends to present a compromise or arrangement to its creditors (or classes thereof) either, pursuant to this Act, the law of a foreign country or by way of a consensual restructuring. (2)  A petition under subsection (1) may be presented by a company acting by its directors, without a resolution of its members or an express power in its articles of association. (3)  The Court may, on hearing a petition under subsection (1) \u2014 (a)  make an order appointing a restructuring officer; (b)  adjourn the hearing conditionally or unconditionally; (c)  dismiss the petition; or (d)  make any other order as the Court thinks fit, except an order placing the company into official liquidation, which the Court may only make in accordance with sections 92 and 95 if a winding up petition has been presented in accordance with sections 91G and 94. (4)  A restructuring officer appointed by the Court under subsection (3)(a) shall have the powers and carry out only such functions as the Court may confer on the restructuring officer in the order appointing the restructuring officer, including the power to act on behalf of the company. (5)  Where the Court makes an order under subsection (3)(a), the Court shall set out in the order \u2014 (a)  the manner and time within which the restructuring officer shall give notice of the restructuring officer\u2019s appointment to \u2014 Companies Act (2026 Revision) (i)  the company\u2019s creditors, including any contingent or prospective creditors; (ii)  the company\u2019s contributories; and (iii)  the Authority, in respect of any company which is carrying on regulated business; (b) the manner and extent to which the powers and functions of the restructuring officer shall affect and modify the powers and functions of the board of directors; and (c)  any other conditions to be imposed on the board of directors that the Court considers appropriate, in relation to the exercise by the board of directors of its powers and functions. (6)  Where a company which is carrying on a regulated business presents a petition under subsection (1), the directors of the company shall, immediately after presenting the petition, serve notice of the petition on the Authority. (7)  A director who fails to comply with subsection (6) commits an offence and is liable to a fine of ten thousand dollars. 91C. Appointment of an interim restructuring officer 91C. (1) A company may, where it is in the interests of the company to do so, make an ex parte application to the Court for the appointment of a restructuring officer on an interim basis pending the hearing of the petition under section 91B(1). (2)  An application under subsection (1) may be presented by a company acting by its directors without a resolution of its members or an express power in its articles of association. (3)  The Court may, on hearing an application under subsection (1), appoint a restructuring officer on an interim basis, on such terms and conditions as the Court thinks fit. (4)  A restructuring officer appointed on an interim basis by the Court under subsection (3) shall have the powers and carry out only such functions as the Court may confer on that restructuring officer in the order appointing the restructuring officer, including the power to act on behalf of the company. (5)  Where the Court makes an order under subsection (3), the Court shall set out in the order \u2014 (a)  the manner and time within which the restructuring officer shall give notice of the restructuring officer\u2019s appointment to \u2014 (i)  the company\u2019s creditors, including any contingent or prospective creditors; (ii)  the company\u2019s contributories; and Companies Act (2026 Revision) (iii)  the Authority, in respect of any company which is carrying on regulated business; (b)  the manner and extent to which the powers and functions of the restructuring officer shall affect and modify the powers and functions of the board of directors; and (c)  any other conditions to be imposed on the board of directors that the Court considers appropriate, in relation to the exercise by the board of directors of its powers and functions. (6)  Where a company which is carrying on a regulated business makes an application under subsection (1), the directors of the company shall, immediately after making the application, serve notice of the application on the Authority. (7)  A director who fails to comply with subsection (6), commits an offence and is liable to a fine of ten thousand dollars. 91D. Restructuring officer 91D. (1) A restructuring officer appointed under section 91B or 91C shall be a qualified insolvency practitioner. (2)  Where two or more persons are appointed as restructuring officers under section 91B or 91C, they shall be authorised to act jointly and severally, unless their powers are expressly limited by an order of the Court. (3)  A restructuring officer appointed under section 91B or 91C is an officer of the Court. (4)  Notwithstanding subsection (1), where the Court has appointed a qualified insolvency practitioner to act as a restructuring officer, the Court may appoint a foreign practitioner to act as a restructuring officer in addition to the qualified insolvency practitioner. (5)  A foreign practitioner appointed by the Court to act as a restructuring officer shall not act as the sole restructuring officer of a company. (6)  The remuneration of a restructuring officer appointed under section 91B or 91C shall, on the application of the restructuring officer, be fixed by the Court from time to time in accordance with section 109. (7)   A restructuring officer, a creditor of the company, including a contingent or prospective creditor, or a contributory of the company may apply to the Court to determine any question arising in the course of carrying out the restructuring officer\u2019s functions. 91E. Variation or discharge of the order appointing a restructuring 91E. (1) At any time after the appointment of a restructuring officer by the Court under section 91B or 91C \u2014 Companies Act (2026 Revision) (a)  the company acting by its directors; (b)  a restructuring officer appointed under section 91B or 91C; (c)  a creditor of the company, including a contingent or prospective creditor; (d)  a contributory of the company; or (e)  the Authority, in respect of any company which is carrying on a regulated business, may apply by way of summons to the Court for the variation or discharge of the order appointing the restructuring officer. (2)  An application under subsection (1)(a) may be presented by a company acting by its directors without a resolution of its members or an express power in its articles of association. (3)  The Court may, on hearing an application under subsection (1) \u2014 (a)  vary the order appointing the restructuring officer; (b)  discharge or continue the order appointing the restructuring officer; (c)  adjourn the hearing conditionally or unconditionally; (d)  dismiss the application; or (e)  make any other order as the Court thinks fit, except an order placing the company into official liquidation, which the Court may only make in accordance with sections 92 and 95 if a winding up petition has been presented in accordance with sections 91G and 94. 91F. Removal and replacement of restructuring officers 91F. (1) A restructuring officer may be removed from office and replaced by an alternative restructuring officer by order of the Court made on the application of \u2014 (a)  the company acting by its directors; (b)  a creditor of the company, including a contingent or prospective creditor; (c)  a contributory of the company; or (d)  the Authority, in respect of any company which is carrying on a regulated business. (2)  An application under subsection (1)(a) may be presented by a company acting by its directors without a resolution of its members or an express power in its articles of association. (3)  A restructuring officer who has been removed and replaced pursuant to subsection (1) shall prepare a report and accounts for the restructuring officer replacing the removed restructuring officer, within twenty-one days of the date of removal and replacement. Companies Act (2026 Revision) 91G. Stay of proceedings 91G. (1) At any time \u2014 (a)  after the presentation of a petition for the appointment of a restructuring officer under section 91B, but before an order for the appointment of a restructuring officer is made, and when the petition has not been withdrawn or dismissed; and (b)  when an order for the appointment of a restructuring officer is made, until the order appointing the restructuring officer has been discharged, no suit, action or other proceedings, other than criminal proceedings, shall be proceeded with or commenced against the company, no resolution shall be passed for the company to be wound up and no winding up petition may be presented against the company, except with the leave of the Court and subject to such terms as the Court may impose. (2)  Where at any time referred to in subsection (1), there are criminal proceedings pending against the company in a summary court, the Court, the Court of Appeal or the Privy Council \u2014 (a)  the company acting by its directors; (b)  a creditor of the company, including a contingent or prospective creditor; (c)  a contributory of the company; or (d)  the Authority, in respect of any company which is carrying on regulated business, may apply to the court in which the proceedings are pending for a stay of the proceedings and the court to which the application is made, may stay the proceedings on such terms as it thinks fit. (3)  In this section \u2014 (a)  references to a suit, action or other proceedings include a suit, action or other proceedings in a foreign country; and (b)  references to other proceedings include any court supervised insolvency or restructuring proceedings against the company. 91H. Enforcement of creditors\u2019 security 91H. Notwithstanding the presentation of a petition for the appointment of a restructuring officer or the appointment of a restructuring officer by the Court under section 91B or 91C, a creditor who has security over the whole or part of the assets of the company is entitled to enforce the creditor\u2019s security without the leave of the Court and without reference to the restructuring officer appointed under section 91B or 91C. Companies Act (2026 Revision) 91I. Power to compromise with creditors and members within restructuring officer proceeding 91I. (1) Where a restructuring officer is appointed to a company and a compromise or arrangement is proposed between the company and its creditors or any class of them, or the company and its members or any class of them, the Court may, on the application of the restructuring officer, order a meeting of the creditors or class of creditors, or of the members of the company or class of members, as the case may be, to be summoned in such manner as the Court directs. (2)  If a majority in number representing seventy-five per cent in value of the creditors or class of creditors, as the case may be, present and voting either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the Court, be binding on all the creditors or the class of creditors, as the case may be, and also on the company. (3)  If seventy-five per cent in value of the members or class of members, as the case may be, present and voting either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the Court, be binding on all the members or class of members, as the case may be, and also on the company. (4)  An order made under subsection (2) or (3) shall have no effect until a copy of the order has been delivered to the Registrar for registration, and a copy of every such order shall be annexed to every copy of the memorandum of association of the company issued after the order has been made, or, in the case of a company not having a memorandum, of every copy so issued of the instrument constituting or defining the constitution of the company. (5)  If a company makes default in complying with subsection (4), the company and every officer of the company who is in default shall be liable to a fine of two dollars for each copy in respect of which default is made. (6)  In this section, \u201carrangement\u201d includes a reorganisation of the share capital of the company by the consolidation of shares of different classes or by the division of shares into shares of different classes or by both those methods. Companies Act (2026 Revision) 91J. Provisions for facilitating reconstruction and amalgamation of companies 91J. (1) Where an application is made to the Court under section 91I for the sanctioning of a compromise or arrangement proposed between a company and any such persons as are specified in that section, and it is shown to the Court that the compromise or arrangement has been proposed for the purpose of or in connection with a scheme for the reconstruction of any company or companies or the amalgamation of any two or more companies, and that under the scheme the whole or any part of the undertaking or the property of any company concerned in the scheme (in this section referred to as \u201ca transferor company\u201d) is to be transferred to another company (in this section referred to as \u201cthe transferee company\u201d) the Court, may either by the order sanctioning the compromise or arrangement or by any subsequent order make provision for \u2014 (a)  the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of any transferor company; (b)  the allotting or appropriation by the transferee company of any shares, debentures, policies, or other like interests in that company which under the compromise or arrangement are to be allotted or appropriated by that company to or for any person; (c)  the continuation by or against the transferee company of any legal proceedings pending by or against any transferor company; (d)  the dissolution, without winding up, of any transferor company; (e)  the provisions to be made for any person who within such time and in such manner as the Court directs dissents from the compromise or arrangement; and (f)  such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation is fully and effectively carried out. (2)  Where an order under this section provides for the transfer of property or liabilities, that property shall, by virtue of the order, be transferred to and vest in, and those liabilities shall, by virtue of the order, be transferred to and become the liabilities of, the transferee company, and any such property shall, if the order so directs, be freed from any charge which is, by virtue of the compromise or arrangement, to cease to have effect. (3)  Where an order is made under this section, every company in relation to which the order is made shall cause a copy thereof to be delivered to the Registrar for registration within seven days after the making of the order, and if default is made in complying with this subsection, the company and every officer of the company who is in default shall be liable to a default fine. (4)  In this section \u2014 \u201cproperty\u201d includes property, rights and powers of every description; Companies Act (2026 Revision) \u201cliabilities\u201d includes duties; and \u201ctransferee company\u201d means any company or body corporate established in the Islands or in any other jurisdiction. Winding up by the Court\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_92\", \"num\": \"92.\", \"text\": \"Circumstances in which a company may be wound up by the Court 92. A company may be wound up by the Court if \u2014 (a) the company has passed a special resolution requiring the company to be wound up by the Court; (b) the company does not commence its business within a year from its incorporation, or suspends its business for a whole year; (c) the period, if any, fixed for the duration of the company by the articles of association expires, or whenever the event, if any, occurs, upon the occurrence of which it is provided by the articles of association that the company is to be wound up; (d) the company is unable to pay its debts; or (e) the Court is of opinion that it is just and equitable that the company should be wound up.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_93\", \"num\": \"93.\", \"text\": \"Definition of inability to pay debts 93. A company shall be deemed to be unable to pay its debts if \u2014 (a) a creditor by assignment or otherwise to whom the company is indebted at law or in equity in a sum exceeding one hundred dollars then due, has served on the company by leaving at its registered office a demand under that person\u2019s hand requiring the company to pay the sum so due, and the company has for the space of three weeks succeeding the service of such demand, neglected to pay such sum, or to secure or compound for the same to the satisfaction of the creditor; (b) execution of other process issued on a judgment, decree or order obtained in the Court in favour of any creditor at law or in equity in any proceedings instituted by such creditor against the company, is returned unsatisfied in whole or in part; or (c) it is proved to the satisfaction of the Court that the company is unable to pay its debts.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_94\", \"num\": \"94.\", \"text\": \"Application for winding up 94. (1) An application to the Court for the winding up of a company shall be by petition presented either by \u2014 (a) the company; Companies Act (2026 Revision) (b) any creditor or creditors (including any contingent or prospective creditor or creditors); (c) any contributory or contributories; or (d) subject to subsection (4), the Authority pursuant to the regulatory laws. (2) Where expressly provided for in the articles of association of a company, the directors of a company incorporated before the 31st August, 2022, the commencement date of the Companies (Amendment) Act, 2021 [Act 6 of 2021] have the authority to \u2014 (a)  present a winding up petition; or (b)  where a winding up petition has been presented, apply for the appointment of a provisional liquidator, on behalf of the company without the sanction of a resolution passed at a general meeting. (2A) Subject to subsection (2B), the directors of a company incorporated after the 31st August, 2022, the commencement date of the Companies (Amendment) Act, 2021 [Act 6 of 2021]  may present a winding up petition on behalf of the company on the grounds that the company is unable to pay its debts within the meaning of section 93 or where a winding up petition has been presented, apply on behalf of the company, for the appointment of a provisional liquidator. (2B) The articles of association of a company may expressly remove or modify the directors\u2019 authority to present a winding up petition or apply for the appointment of a provisional liquidator on the company\u2019s behalf. (3) A contributory is not entitled to present a winding up petition unless either \u2014 (a) the shares in respect of which that person is a contributory, or some of them, are partly paid; or (b) the shares in respect of which that person is a contributory, or some of them, either were \u2014 (i) originally allotted to that person, or have been held by that person, and registered in that person\u2019s name for a period of at least six months immediately preceding the presentation of the winding up petition; or (ii) have devolved on that person through the death of a former holder. (4) A winding up petition may be presented by the Authority in respect of any company which is carrying on a regulated business in the Islands upon the grounds that it is not duly licensed or registered to do so under the regulatory laws or for any other reason as provided under the regulatory laws or any other law.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_95\", \"num\": \"95.\", \"text\": \"Powers of the Court 95. (1) Upon hearing the winding up petition the Court may \u2014 Companies Act (2026 Revision) (a) dismiss the petition; (b) adjourn the hearing conditionally or unconditionally; (c) make a provisional order; or (d) any other order that it thinks fit, but the Court shall not refuse to make a winding up order on the ground only that the company\u2019s assets have been mortgaged or charged to an amount equal to or in excess of those assets or that the company has no assets. (2) The Court shall dismiss a winding up petition or adjourn the hearing of a winding up petition on the ground that the petitioner is contractually bound not to present a petition against the company. (3) If the petition is presented by members of the company as contributories on the ground that it is just and equitable that the company should be wound up, the Court shall have jurisdiction to make the following orders, as an alternative to a winding-up order, namely \u2014 (a) an order regulating the conduct of the company\u2019s affairs in the future; (b) an order requiring the company to refrain from doing or continuing an act complained of by the petitioner or to do an act which the petitioner has complained it has omitted to do; (c) an order authorising civil proceedings to be brought in the name and on behalf of the company by the petitioner on such terms as the Court may direct; or (d) an order providing for the purchase of the shares of any members of the company by other members or by the company itself and, in the case of a purchase by the company itself, a reduction of the company\u2019s capital accordingly. (4) Where an alternative order under subsection (3) requires the company not to make any, or any specified, alteration in the memorandum or articles of association, the company does not have power, without the leave of the Court, to make any such alteration in breach of that requirement. (5) Any alteration in a company\u2019s memorandum or articles of association made by virtue of an alternative order under subsection (3) is of the same effect as if duly made by resolution of the company, and the provisions of this Act shall apply to the memorandum or articles of association as so altered accordingly. (6) A copy of an alternative order made under subsection (3) altering, or giving leave to alter, a company\u2019s memorandum or articles of association shall be filed by the company with the Registrar within fourteen days of the making of the order. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_96\", \"num\": \"96.\", \"text\": \"Power to stay or restrain proceedings 96. At any time after the presentation of a winding up petition and before a winding up order has been made, the company or any creditor or contributory may \u2014 (a) where any action or proceeding against the company, including a criminal proceeding, is pending in a summary court, the Court, the Court of Appeal or the Privy Council, apply to the court in which the action or proceeding is pending for a stay of proceedings therein; and (b) where any action or proceeding is pending against the company in a foreign court, apply to the Court for an injunction to restrain further proceedings therein, and the court to which application is made may, as the case may be, stay or restrain the proceedings accordingly on such terms as it thinks fit.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_97\", \"num\": \"97.\", \"text\": \"Avoidance of attachments and stay of proceedings 97. (1) When a winding up order is made or a provisional liquidator is appointed, no suit, action or other proceedings, other than criminal proceedings, shall be proceeded with or commenced against the company except with the leave of the Court and subject to such terms as the Court may impose. (1A) Where a winding up order is made or a provisional liquidator is appointed in respect of a company, and there are criminal proceedings pending against the company in a summary court, the Court, the Court of Appeal or the Privy Council \u2014 (a)  the company; (b)  a creditor of the company; (c)  a contributory of the company; or (d)  subject to section 94(4), the Authority, in respect of any company which is carrying on regulated business, may apply to the court in which the proceedings are pending for a stay of the proceedings and the court to which the application is made, may stay the proceedings on such terms as it thinks fit. (2) When a winding up order has been made, any attachment, distress or execution put in force against the estate or effects of the company after the commencement of the winding up is void.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_98\", \"num\": \"98.\", \"text\": \"Notice of winding up order 98. When a winding up order is made, the liquidator shall \u2014 (a) file a copy of the winding up order with the Registrar; and (b) publish notice of the winding up in the Gazette and any newspaper in which the winding up petition was advertised. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_99\", \"num\": \"99.\", \"text\": \"Avoidance of property dispositions, etc. 99. When a winding up order has been made, any disposition of the company\u2019s property and any transfer of shares or alteration in the status of the company\u2019s members made after the commencement of the winding up is, unless the Court otherwise orders, void.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_100\", \"num\": \"100.\", \"text\": \"Commencement of winding up by the Court 100. (1) If, before the presentation of a petition for the winding up of a company by the Court \u2014 (a)  a resolution has been passed by the company for voluntary winding up; (b)  the period, if any, fixed for the duration of the company by the articles of association has expired; (c)  the event upon the occurrence of which it is provided by the articles of association that the company is to be wound up has occurred; or (d)  a restructuring officer has been appointed pursuant to section 91B or 91C and the order appointing the restructuring officer has not been discharged, the winding up of the company is deemed to have commenced at the time of passing of the relevant resolution or the expiry of the relevant period or the occurrence of the relevant event or the date of the presentation of the petition to appoint a restructuring officer pursuant to section 91B. (2) In any other circumstance not specified in subsection (1), the winding up of a company by the Court is deemed to commence at the time of the presentation of the petition for winding up.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_101\", \"num\": \"101.\", \"text\": \"Company\u2019s statement of affairs 101. (1) Where the Court has made a winding up order or appointed a provisional liquidator, the liquidator may require some or all of the persons mentioned in subsection (3) to prepare and submit to that person a statement in the prescribed form as to the affairs of the company. (2) The statement shall be verified by an affidavit sworn by the persons required to submit it and shall show \u2014 (a) particulars of the company\u2019s assets and liabilities, including contingent and prospective liabilities; (b) the names and addresses of any persons having possession of the company\u2019s assets; (c) the assets of the company held by those persons; (d) the names and addresses of the company\u2019s creditors; (e) the securities held by those creditors; (f) the dates when the securities were respectively given; and (g) such further or other information that the liquidator may require. Companies Act (2026 Revision) (3) The persons referred to in subsection (1) are \u2014 (a) persons who are or have been directors or officers of the company; (b) persons who are or have been professional service providers to the company; and (c) persons who are or have been employees of the company, during the period of one year immediately preceding the relevant date. (4) Where any persons are required under this section to submit a statement of affairs to the liquidator, they shall do so, subject to subsection (5), before the end of the period of twenty-one days beginning with the day after that on which the prescribed notice of the requirement is given to them by the liquidator. (5) The liquidator may release a person from an obligation imposed on that person under subsection (1) or, when giving the notice mentioned in subsection (4) or subsequently, the liquidator may extend the time for compliance; and if the liquidator refuses to extend the time for compliance, the Court may do so. (6) In this section \u2014 \u201crelevant date\u201d means \u2014 (a) in a case where a provisional liquidator is appointed, the date of that person\u2019s appointment; and (b) in any other case, the commencement of the winding up. (7) A person who, without reasonable excuse, fails to comply with any obligation imposed under this section commits an offence and is liable on conviction to a fine of ten thousand dollars.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_102\", \"num\": \"102.\", \"text\": \"Investigation by liquidator 102. (1) Where a winding up order is made by the Court, the liquidator shall be empowered to investigate \u2014 (a) if the company has failed, the causes of the failure; and (b) generally, the promotion, business, dealings and affairs of the company, and to make such report, if any, to the Court as that person thinks fit. (2) Subject to obtaining the directions of the Court, the liquidator shall have power to \u2014 (a) assist the Authority and the Royal Cayman Islands Police Service to investigate the conduct of persons referred to in section 101(3); and (b) institute and conduct a criminal prosecution of persons referred to in section 101(3). (3) Subject to obtaining the prior approval of the company\u2019s creditors, if it is insolvent, or its contributories, if it is solvent, the directions given under Companies Act (2026 Revision) subsection (2) may include a direction that the whole or part of the costs of investigation and prosecution be paid out of the assets of the company.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_103\", \"num\": \"103.\", \"text\": \"Duty to co-operate and the private examination of relevant persons 103. (1) This section applies to any person who, whether resident in the Islands or elsewhere \u2014 (a) has made or concurred with the statement of affairs; (b) is or has been a director or officer of the company; (c) is or was a professional service provider to the company; (d) has acted as a controller, advisor or liquidator of the company or receiver or manager of its property; (e) not being a person falling within paragraphs (a) to (c), is or has been concerned or has taken part in the promotion, or management of the company, and such person is referred to in this section as the \u201crelevant person\u201d. (2) It is the duty of every relevant person to co-operate with the official liquidator. (3) While a company is being wound up, the official liquidator may at any time before its dissolution apply to the Court for an order \u2014 (a) for the examination of any relevant person; or (b) that a relevant person transfer or deliver up to the liquidator any property or documents belonging to the company. (4) Unless the Court otherwise orders, the official liquidator shall make an application under subsection (3) if that person is requested in accordance with the rules to do so by one-half, in value, of the company\u2019s creditors or contributories. (5) On an application made under subsection (3)(a), the Court may order that a relevant person \u2014 (a) swear an affidavit in answer to written interrogatories; (b) attend for oral examination by the official liquidator at a specified time and place, or (c) do both things specified in paragraphs (a) and (b). (6) The Court may direct that any creditor or contributory of the company be permitted by the official liquidator to participate in an oral examination. (7) The Court shall have jurisdiction \u2014 (a) to make an order under this section against a relevant person resident outside the Islands; and Companies Act (2026 Revision) (b) to issue a letter of request for the purpose of seeking the assistance of a foreign court in obtaining the evidence of a relevant person resident outside the jurisdiction. Official Liquidators\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_104\", \"num\": \"104.\", \"text\": \"Appointment and powers of provisional liquidator 104. (1) Subject to this section and any rules made under section 155, the Court may, at any time after the presentation of a winding up petition but before the making of a winding up order, appoint a liquidator provisionally. (2) An application for the appointment of a provisional liquidator may be made under subsection (1) by a creditor or contributory of the company or, subject to subsection (6), the Authority, on the grounds that \u2014 (a) there is a prima facie case for making a winding up order; and (b) the appointment of a provisional liquidator is necessary in order to \u2014 (i) prevent the dissipation or misuse of the company\u2019s assets; (ii) prevent the oppression of minority shareholders; or (iii) prevent mismanagement or misconduct on the part of the company\u2019s directors. (3) An application for the appointment of a provisional liquidator may be made under subsection (1) by the company and on such an application the Court may appoint a provisional liquidator if it considers it appropriate to do so. (4) A provisional liquidator shall carry out only such functions as the Court may confer on that person and that person\u2019s powers may be limited by the order appointing that person. (5) The remuneration of the provisional liquidator shall be fixed by the Court from time to time on that person\u2019s application and the Court shall in fixing such remuneration act in accordance with rules made under section 155. (6) An application for the appointment of a provisional liquidator may be presented by the Authority on the grounds under subsection (2), in respect of any company which is carrying on a regulated business in the Islands upon the grounds that it is not duly licensed or registered to do so under the regulatory laws or for any other reason as provided under the regulatory laws or any other law regardless of whether or not the Authority presented the winding up petition. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_105\", \"num\": \"105.\", \"text\": \"Appointment of official liquidator 105. (1) For the purpose of conducting the proceedings in winding up a company and assisting the Court therein, there may be appointed one or more than one person to be called an official liquidator or official liquidators; and the Court may appoint to such office such person as it thinks fit, and if more persons than one are appointed to such office, the Court shall declare whether any act hereby required or authorised to be done by the official liquidator is to be done by all or any or more of such persons. (2) The Court may also determine whether any and what security is to be given by an official liquidator on that person\u2019s appointment; and if no official liquidator is appointed, or during any vacancy in such office, all the property of the company shall be in the custody of the Court. (3) The liquidator shall, within twenty-eight days of the date upon which the winding up order is made, summon \u2014 (a) a meeting of the company\u2019s creditors if the order was made on the grounds that the company is insolvent; or (b) a meeting of the company\u2019s contributories if the order was made on grounds other than insolvency, for the purposes of resolving any other matters which the liquidator puts before the meeting. (4) The Court may make an order dispensing with the need to summon a meeting under this section or extending the time within which it shall be summoned.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_106\", \"num\": \"106.\", \"text\": \"Appointment of joint liquidators 106. When two or more persons are appointed to the office of liquidator, either provisionally or as official liquidators, they shall be authorised to act jointly and severally, unless their powers are expressly limited by order of the Court.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_107\", \"num\": \"107.\", \"text\": \"Removal of official liquidators 107. An official liquidator may be removed from office by order of the Court made on the application of a creditor or contributory of the company.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_108\", \"num\": \"108.\", \"text\": \"Qualifications of official liquidators 108. (1) A foreign practitioner may be appointed to act jointly with a qualified insolvency practitioner. (2) Official liquidators are officers of the Court.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_109\", \"num\": \"109.\", \"text\": \"Remuneration of official liquidators and restructuring officers 109. (1) The expenses properly incurred in the winding up, including the remuneration of the liquidator, are , subject to subsection (2), payable out of the company\u2019s assets in priority to all other claims. Companies Act (2026 Revision) (2) Where a company is wound up, the expenses properly incurred in any petition for a restructuring officer and during the term of appointment of the restructuring officer appointed \u2014 (a)  under section 91B(3)(a); or (b)  on an interim basis under section 91C(3), including the remuneration of the restructuring officer, are payable out of the company\u2019s assets in priority to all other claims. (3)  There shall be paid to a restructuring officer, including a restructuring officer appointed on an interim basis, and the official liquidator, such remuneration, by way of percentage or otherwise, that the Court may direct acting in accordance with rules made under section 155. (4)  If more than one restructuring officer, including a restructuring officer appointed on an interim basis, is appointed by the Court under section 91B or 91C, the remuneration paid under subsection (3) shall be distributed among the restructuring officers in such proportions as the Court may direct. (5)  If more than one official liquidator is appointed by the Court when a company is wound up, the remuneration paid under subsection (3) shall be distributed among the official liquidators in such proportions as the Court may direct.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_110\", \"num\": \"110.\", \"text\": \"Function and powers of official liquidators 110. (1) It is the function of an official liquidator \u2014 (a) to collect, realise and distribute the assets of the company to its creditors and, if there is a surplus, to the persons entitled to it; and (b) to report to the company\u2019s creditors and contributories upon the affairs of the company and the manner in which it has been wound up. (2) The official liquidator may \u2014 (a) with the sanction of the Court, exercise any of the powers specified in Part 1 of Schedule 3; and (b) with or without that sanction, exercise any of the general powers specified in Part 2 of Schedule 3. (3) The exercise by the liquidator of the powers conferred by this section is subject to the control of the Court, and subject to subsection (5), any creditor or contributory may apply to the Court with respect to the exercise or proposed exercise of such powers (hereinafter referred to as a \u201csanction application\u201d). (4) In the case of \u2014 (a) a solvent company, a sanction application may only be made by a contributory and the creditors shall have no right to be heard; (b) an insolvent company, a sanction application may only be made by a creditor and the contributories shall have no right to be heard; and Companies Act (2026 Revision) (c) a company whose solvency is doubtful, a sanction application may be made by both contributories and creditors and both contributories and creditors shall have a right to be heard. (5) For the purposes of exercising the powers specified under paragraph 3 of Part 1 of Schedule 3, a person shall be treated as related to a company if the person \u2014 (a)  has acted for the company as a professional service provider; (b)  is or was a shareholder or director of the company or of any other company in the same group as the company; (c)  has a direct or indirect beneficial interest in the shares of the company; or (d)  is a creditor or debtor of the company. . General Powers of the Court\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_111\", \"num\": \"111.\", \"text\": \"Power to stay winding up 111. (1) The Court may at any time after an order for winding up, on the application either of the liquidator or any creditor or contributory, and on proof to the satisfaction of the Court that all proceedings in the winding up ought to be stayed, make an order staying the proceedings either all together or for a limited time, on such terms and conditions as the Court thinks fit. (2) The Court may at any time after the liquidation has commenced under section 116(c), but before the final meeting has been held as provided for in section 127, on the application of the liquidator accompanied by \u2014 (a) a special resolution stating that the company will not be wound up and setting out the reasons for such decision; (b) proof of a recall notice published in the Gazette; and (c) such other documents as the Court may consider necessary, make an order to recall the liquidation, place the company into active status and place the company back into good standing as it was prior to the commencement of liquidation under section 116(c), on such terms and conditions as the Court thinks fit. (3) A company shall, within seven days of the making of an order under this section, forward a copy of the order to the Registrar who shall enter it in the records relating to the company.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_112\", \"num\": \"112.\", \"text\": \"Settlement of list of contributories 112. (1) The liquidator shall settle a list of contributories, if any, for which purpose that person shall have power to adjust the rights of contributories amongst themselves. Companies Act (2026 Revision) (2) In the case of a solvent liquidation of a company which has issued redeemable shares at prices based upon its net asset value from time to time, the liquidator shall have power to settle and, if necessary rectify the company\u2019s register of members, thereby adjusting the rights of members amongst themselves. (3) A contributory who is dissatisfied with the liquidator\u2019s determination may appeal to the Court against such determination.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_113\", \"num\": \"113.\", \"text\": \"Power to make calls 113. (1) The Court may, at any time after making a winding up order, and either before or after it has ascertained the sufficiency of the company\u2019s assets, make calls on all or any of the contributories for the time being settled on the list of the contributories \u2014 (a) to the extent of their liability, for the payment of any money which the Court considers necessary to satisfy the company\u2019s debts and liabilities and the expenses of winding up; and (b) to the adjustment of the rights of the contributories among themselves, and make an order for payment of any call so made. (2) In making a call the Court may take into consideration the probability that some of the contributories may partly or wholly fail to pay it.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_114\", \"num\": \"114.\", \"text\": \"Inspection of documents by creditors, etc. 114. (1) At any time after making a winding up order the Court may make such orders as it thinks fit for \u2014 (a) the inspection of the company\u2019s documents by creditors and contributories; and (b) the preparation of reports by the official liquidator and the provision of such reports to the company\u2019s creditors and contributories. (2) A contributory shall be entitled to make an application under this section notwithstanding that the company is or may be insolvent and the Court shall not refuse to make an order upon the application of a contributory merely by reason of the fact that the company is or may be insolvent.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_115\", \"num\": \"115.\", \"text\": \"Meetings to ascertain wishes of creditors or contributories 115. (1) The Court shall, as to all matters relating to the winding up, have regard to wishes of the creditors or contributories and for that purpose it may direct reports to be prepared by the official liquidator and meetings of creditors or contributories to be summoned. (2) If it considers it necessary to do so, the Court may direct that separate meetings be held of different classes of creditors or contributories. Companies Act (2026 Revision) (3) Subject to Rules made under section 155, meetings may be requisitioned by creditors, if the company is insolvent, or by contributories if the company is solvent. (4) The votes of creditors and contributories shall be counted by reference to \u2014 (a) the value of their debts, in the case of creditors; (b) the number of votes, in the case of contributories whose shares carry voting rights under the articles of association of the company; and (c) the par value of all the shares held, in the case of contributories whose shares do not carry votes under the articles of association of the company and, where there are no par value shares, the net asset value of the company shown. Voluntary Winding up\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_116\", \"num\": \"116.\", \"text\": \"Circumstances in which a company may be wound up voluntarily 116. A company incorporated and registered under this Act or an existing company may be wound up voluntarily \u2014 (a) when the period, if any, fixed for the duration of the company by its memorandum or articles of association expires; (b) if the event, if any, occurs, on the occurrence of which the memorandum or articles of association provide that the company is to be wound up; (c) if the company resolves by special resolution that it be wound up voluntarily; or (d) if the company in general meeting resolves by ordinary resolution that it be wound up voluntarily because it is unable to pay its debts.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_117\", \"num\": \"117.\", \"text\": \"Commencement of winding up 117. (1) A voluntary winding up is deemed to commence \u2014 (a) at the time of the passing of the resolution for winding up; or (b) on the expiry of the period or the occurrence of the event specified in the company\u2019s memorandum or articles of association, notwithstanding that a supervision order is subsequently made by the Court. (2) Subject to any contrary provision in its memorandum or articles of association, the voluntary winding up of an exempted limited duration company is taken to have commenced upon the expiry of a period of ninety days starting on \u2014 (a) the death, insanity, bankruptcy, dissolution, withdrawal, retirement or resignation of a member of the company; Companies Act (2026 Revision) (b) the redemption, repurchase or cancellation of all the shares of a member of the company; or (c) the occurrence of any event which, under the memorandum or articles of association of the company, terminates the membership of a member of the company, unless there remain at least two members of the company and the company is continued in existence by the unanimous resolution of the remaining members pursuant to amended memorandum and articles of association adopted during that period of ninety days.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_118\", \"num\": \"118.\", \"text\": \"Effect on business and status of the company 118. (1) In the case of a voluntary winding up, the company shall from the commencement of its winding up cease to carry on its business except so far as it may be beneficial for its winding up. (2) Notwithstanding anything to the contrary contained in the company\u2019s articles of association, its corporate state and powers shall continue until the company is dissolved.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_119\", \"num\": \"119.\", \"text\": \"Appointment of voluntary liquidator 119. (1) One or more liquidators shall be appointed for the purpose of winding up the company\u2019s affairs and distributing its assets. (2) When the winding up has commenced in accordance with the company\u2019s memorandum or articles of association upon the termination of a fixed period or the occurrence of an event \u2014 (a) the persons designated as liquidators in the memorandum or articles of association shall become such liquidators automatically from the commencement of the winding up; or (b) if no such person is designated in the memorandum or articles of association or the person designated is unable or unwilling to act, the directors shall convene a general meeting of the company for the purpose of appointing a liquidator. (3) Except in the case of a person designated as liquidator in the company\u2019s memorandum or articles of association, the appointment of a voluntary liquidator shall take effect upon the filing of that person\u2019s consent to act with the Registrar. (4) If a vacancy occurs by death, resignation or otherwise in the office of voluntary liquidator appointed by the company \u2014 (a) the company in a general meeting may fill the vacancy; or (b) the Court may fill the vacancy on the application of any contributory or creditor. Companies Act (2026 Revision) (5) On the appointment of a voluntary liquidator all the powers of the directors cease, except so far as the company in a general meeting or the liquidator sanctions their continuance. (6) When two or more persons are appointed as voluntary liquidators jointly, they shall be authorised to act jointly and severally unless their powers are expressly limited by the resolution or articles of association under which they are appointed.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_120\", \"num\": \"120.\", \"text\": \"Qualifications of voluntary liquidators 120. Any person, including a director or officer of the company, may be appointed as its voluntary liquidator.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_121\", \"num\": \"121.\", \"text\": \"Removal of voluntary liquidators 121. (1) A voluntary liquidator may be removed from office by a resolution of the company in a general meeting convened especially for that purpose. (2) A general meeting of the company for the purpose of considering a resolution to remove its voluntary liquidator may be convened by any shareholder or shareholders holding not less than one fifth of the company\u2019s issued share capital. (3) Whether or not a general meeting has been convened in accordance with subsection (2), any contributory may apply to the Court for an order that a voluntary liquidator be removed from office on the grounds that that person is not a fit and proper person to hold office.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_122\", \"num\": \"122.\", \"text\": \"Resignation of voluntary liquidator 122. (1) Where two or more persons are appointed as joint voluntary liquidators, they may resign by filing a notice of resignation with the Registrar, so long as at least one of them continues in office. (2) Except as provided in subsection (1), a voluntary liquidator wishing to resign shall \u2014 (a) prepare a report and accounts; and (b) convene a general meeting of the company for the purpose of accepting that person\u2019s resignation and releasing that person from the performance of any further duties, and shall cease to hold office with effect from the date upon which the resolution is passed. (3) In the event that the company fails to pass a resolution accepting that person\u2019s resignation, the voluntary liquidator may apply to the Court for an order that that person be released from the performance of any further duties. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_123\", \"num\": \"123.\", \"text\": \"Notice of voluntary winding up 123. (1) Within twenty-eight days of the commencement of a voluntary winding up, the liquidator or, in the absence of any liquidator, the directors shall \u2014 (a) file notice of the winding up with the Registrar; (b) file the liquidator\u2019s consent to act with the Registrar; (c) file the director\u2019s declaration of solvency with the Registrar (if the supervision of the court is not sought); (d) in the case of a company carrying on a regulated business, serve notice of the winding up upon the Authority; and (e) publish notice of the winding up in the Gazette. (2) A director or liquidator who fails to comply with this section commits an offence and is liable to a fine of ten thousand dollars.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_124\", \"num\": \"124.\", \"text\": \"Application for supervision order 124. (1) Where a company is being wound up voluntarily its liquidator shall apply to the Court for an order that the liquidation continue under the supervision of the Court unless, within twenty-eight days of the commencement of the liquidation, the directors have signed a declaration of solvency in the prescribed form in accordance with subsection (2). (2) A declaration of solvency means a declaration or affidavit in the prescribed form to the effect that a full enquiry into the company\u2019s affairs has been made and that to the best of the directors\u2019 knowledge and belief the company will be able to pay its debts in full together with interest at the prescribed rate, within such period, not exceeding twelve months from the commencement of the winding up, as may be specified in the declaration. (3) A person who knowingly makes a declaration under this section without having reasonable grounds for the opinion that the company will be able to pay its debts in full, together with interest at the prescribed rate, within the period specified commits an offence and is liable on summary conviction to a fine of ten thousand dollars and to imprisonment for two years.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_125\", \"num\": \"125.\", \"text\": \"Avoidance of share transfers 125. Any transfer of shares, not being a transfer with the sanction of the liquidator, and any alteration in the status of the company\u2019s members made after the commencement of a voluntary winding up is void. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_126\", \"num\": \"126.\", \"text\": \"General meeting at year\u2019s end 126. (1) In the event of a voluntary winding up continuing for more than one year, the liquidators shall summon a general meeting of the company at the end of the first year from the commencement of the winding up and at the end of each succeeding year and such meetings shall be held within three months of each anniversary of the commencement of the liquidation. (2) At each meeting the liquidator shall lay before the meeting a report and account of that person\u2019s acts and dealings and the conduct of the winding up during the preceding year. (3) A liquidator who fails to comply with this section commits an offence and is liable on conviction to a fine of ten thousand dollars.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_127\", \"num\": \"127.\", \"text\": \"Final meeting prior to dissolution 127. (1) As soon as the company\u2019s affairs are fully wound up, the liquidator shall make a report and an account of the winding up showing how it has been conducted and how the company\u2019s property has been disposed of and thereupon shall call a general meeting of the company for the purpose of laying before it the account and giving an explanation for it. (2) At least twenty-one days before the meeting the liquidator shall send a notice specifying the time, place and object of the meeting to each contributory in any manner authorised by the company\u2019s articles of association and published in the Gazette. (3) The liquidator shall, no later than seven days after the meeting, make a return to the Registrar in the prescribed form specifying \u2014 (a) the date upon which the meeting was held; and (b) if a quorum was present, particulars of the resolutions, if any, passed at the meeting. (4) A liquidator who fails to call a general meeting of the company as required by subsection (1) or fails to make a return as required by subsection (3) commits an offence and is liable on conviction to a fine of ten thousand dollars.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_128\", \"num\": \"128.\", \"text\": \"Effect of winding up on share capital of company limited by guarantee 128. Where a company limited by guarantee and having a capital divided into shares is being wound up voluntarily, any share capital that may not have been called upon shall be deemed to be an asset of the company, and to be a specialty debt due from each member to the company to the extent of any sums that may be unpaid on any shares held by that person, and payable at such time as may be appointed by the liquidator. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_129\", \"num\": \"129.\", \"text\": \"Reference of questions to Court 129. (1) The voluntary liquidator or any contributory may apply to the Court to determine any question arising in the voluntary winding up of a company or to exercise, as respects the enforcing of calls or any other matter, all or any of the powers which the Court might exercise if the company were being wound up under the supervision of the Court. (2) The Court, if satisfied that the determination of the question or the required exercise of power will be just and beneficial, may accede wholly or partly to the application on such terms and conditions as it thinks fit, or make such other order on the application as it thinks just. (3) The voluntary liquidator shall, within seven days of the making of an order under this section, forward a copy of the order to the Registrar who shall enter it in that person\u2019s records relating to the company.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_130\", \"num\": \"130.\", \"text\": \"Expenses of voluntary winding up 130. (1) The expenses properly incurred in the winding up, including the remuneration of the liquidator, are payable out of the company\u2019s assets in priority to all other claims. (2) The rate and amount of the liquidator\u2019s remuneration shall be fixed and payment authorised by resolution of the company. (3) Each report and account laid before the company in general meetings by its liquidator shall contain all such information, including the rate at which the liquidator\u2019s remuneration is calculated and particulars of the work done, as may be necessary to enable the members to determine what expenses have been properly incurred and what remuneration is properly payable to the liquidator. (4) If the company fails to approve the liquidator\u2019s remuneration and expenses or the liquidator is dissatisfied with the decision of the company, that person may apply to the Court which shall fix the rate and amount of that person\u2019s remuneration and expenses. Winding up subject to the supervision of the Court\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_131\", \"num\": \"131.\", \"text\": \"Application for supervision order 131. When a resolution has been passed by a company to wind up voluntarily, the liquidator or any contributory or creditor may apply to the Court for an order for the continuation of the winding up under the supervision of the Court, notwithstanding that the declaration of solvency has been made in accordance with section 124, on the grounds that \u2014 (a) the company is or is likely to become insolvent; or Companies Act (2026 Revision) (b) the supervision of the Court will facilitate a more effective, economic or expeditious liquidation of the company in the interests of the contributories and creditors.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_132\", \"num\": \"132.\", \"text\": \"Appointment of official liquidator 132. (1) When making a supervision order the Court \u2014 (a) shall appoint one or more qualified insolvency practitioners; and (b) may, in addition, appoint one or more foreign practitioners, as liquidator or liquidators of the company and section 105 shall apply as if the Court had made a winding up order. (2) Unless a voluntary liquidator is appointed as an official liquidator, that person shall prepare a final report and accounts within twenty-eight days from the date of the supervision order.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_133\", \"num\": \"133.\", \"text\": \"Effect of supervision order 133. A supervision order shall take effect for all purposes as if it was an order that the company be wound up by the Court except that \u2014 (a) the liquidation commenced in accordance with section 117; and (b) the prior actions of the voluntary liquidator shall be valid and binding upon the company and its official liquidator. Offences of fraud, etc.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_134\", \"num\": \"134.\", \"text\": \"Fraud, etc. in anticipation of winding up 134. (1) Where a company is ordered to be wound up by the Court, or passes a resolution for voluntary winding up, any person, who is or was an officer, professional service provider, voluntary liquidator, restructuring officer or controller of the company and who, within the twelve months immediately preceding the commencement of the winding up, has \u2014 (a) concealed any part of the company\u2019s property to the value of ten thousand dollars or more or concealed any debt due to or from the company; (b) removed any part of the company\u2019s property to the value of ten thousand dollars or more; (c) concealed, destroyed, mutilated or falsified any documents affecting or relating to the company\u2019s property or affairs; (d) made any false entry in any documents affecting or relating to the company\u2019s property or affairs; (e) parted with, altered or made any omission in any document affecting or relating to the company\u2019s property or affairs; or Companies Act (2026 Revision) (f) pawned, pledged or disposed of any property of the company which has been obtained on credit and has not been paid for (unless the pawning, pledging or disposal was in the ordinary way of the company\u2019s business), with intent to defraud the company\u2019s creditors or contributories commits an offence and is liable on conviction to a fine and to imprisonment for five years. (2) In this section \u2014 \u201cofficer\u201d includes a shadow director.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_135\", \"num\": \"135.\", \"text\": \"Transactions in fraud of creditors 135. Where a company is ordered to be wound up by the Court or passes a resolution for voluntary winding up, any officer, restructuring officer, controller or professional service provider of the company who \u2014 (a) has made or caused to be made any gift or transfer of, or charge on, or has caused or connived at the levying of any execution against, the company\u2019s property; or (b) has concealed or removed any part of the company\u2019s property, with intent to defraud the company\u2019s creditors or contributories commits an offence and is liable on conviction to a fine and to imprisonment for five years.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_136\", \"num\": \"136.\", \"text\": \"Misconduct in course of winding up 136. (1) Where a company is being wound up, whether by the Court or voluntarily, a person who is or was a director, officer, restructuring officer, controller or professional service provider of the company and who \u2014 (a) does not to the best of that person\u2019s knowledge and belief fully and truly discover to the liquidator \u2014 (i) all the company\u2019s property (except such part as has been disposed of in the ordinary way of the company\u2019s business); (ii) the date on which and manner in which the company\u2019s property or any part thereof property was disposed of, if it was disposed of; (iii) the persons to whom any property was transferred, if it was disposed of; or (iv) the consideration paid for any property which was disposed of; (b) does not deliver up to the liquidator or does not deliver up in accordance with the directions of the liquidator any of the company\u2019s property which is in that person\u2019s custody or under that person\u2019s control, and which that person is required by law to deliver up; (c) does not deliver up to the liquidator or does not deliver up, in accordance with the directions of the liquidator, all documents in that person\u2019s custody Companies Act (2026 Revision) or under that person\u2019s control which belong to the company and which that person is required by law to deliver up; (d) knows or believes that a false debt has been proved by any person in the winding up and fails to inform the liquidator of such knowledge or belief as soon as practicable; (e) prevents the production of any document affecting or relating to the company\u2019s property or affairs; or (f) destroys, mutilates, alters or falsifies any books, papers or securities, or makes or is privy to the making of any false or fraudulent entry in any register, book of account or document belonging to the company, with intent to defraud the company\u2019s creditors or contributories commits an offence and is liable on conviction to a fine of twenty five thousand dollars or to imprisonment for a term of five years, or to both. (2) In this section \u2014 \u201cofficer\u201d includes a shadow director.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_137\", \"num\": \"137.\", \"text\": \"Material omissions from statement relating to company\u2019s affairs 137. (1) Where a company is being wound up, whether by the Court or voluntarily, a person who is or was a director, an officer, a manager, restructuring officer, controller or a professional service provider of the company, commits an offence if that person makes any material omission in any statement relating to the company\u2019s affairs, with intent to defraud the company\u2019s creditors or contributories. (2) A person who commits an offence under subsection (1) is liable on conviction to a fine of twenty-five thousand dollars or to imprisonment for a term of five years, or to both. (3) In this section \u2014 \u201cofficer\u201d includes a shadow director. General provisions\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_138\", \"num\": \"138.\", \"text\": \"Getting in the company\u2019s property 138. (1) Where any person has in that person\u2019s possession any property or documents to which the company appears to be entitled, the Court may require that person to pay, transfer or deliver such property or documents to the official liquidator. (2) Where the official liquidator seizes or disposes of any property which that person reasonably believed belonged to the company, that person shall not be personally liable for any loss or damage caused to its true owner except in so far as such loss or damage is caused by that person\u2019s own negligence. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_139\", \"num\": \"139.\", \"text\": \"Provable debts 139. (1) All debts payable on a contingency and all claims against the company whether present or future, certain or contingent, ascertained or sounding only in damages, shall be admissible to proof against the company and the official liquidator shall make a just estimate so far as is possible of the value of all such debts or claims as may be subject to any contingency or sound only in damages or which for some other reason do not bear a certain value. (2) Foreign taxes, fines and penalties shall be admissible to proof against the company only if and to the extent that a judgment in respect of the same would be enforceable against the company pursuant to the Foreign Judgments Reciprocal Enforcement Act (1996 Revision) or any laws permitting the enforcement of foreign taxes, fines and penalties.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_140\", \"num\": \"140.\", \"text\": \"Distribution of the company\u2019s property 140. (1) Subject to subsection (2), the property of the company shall be applied in satisfaction of its liabilities pari passu and subject thereto shall be distributed amongst the members according to their rights and interests in the company. (2) The collection in and application of the property of the company referred to in subsection (1) is without prejudice to and after taking into account and giving effect to the rights of preferred and secured creditors and to any agreement between the company and any creditors that the claims of such creditors shall be subordinated or otherwise deferred to the claims of any other creditors and to any contractual rights of set-off or netting of claims between the company and any person or persons (including without limitation any bilateral or any multi-lateral set-off or netting arrangements between the company and any person or persons) and subject to any agreement between the company and any person or persons to waive or limit the same. (3) In the absence of any contractual right of set-off or non set-off, an account shall be taken of what is due from each party to the other in respect of their mutual dealings, and the sums due from one party shall be set-off against the sums due from the other. (4) Sums due from the company to another party shall not be included in the account taken under subsection (3) if that other party had notice at the time they became due that a petition for the winding up of the company was pending. (5) Only the balance, if any, of the account taken under subsection (3) shall be provable in the liquidation or, as the case may be, payable to the liquidator as part of the assets.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_141\", \"num\": \"141.\", \"text\": \"Preferential debts 141. (1) In the case of an insolvent company, the debts described in Schedule 2 shall be paid in priority to all other debts. Companies Act (2026 Revision) (2) The preferential debts shall \u2014 (a) rank equally amongst themselves and be paid in full unless the assets available, after having exercised any rights of set-off or netting of claims, are insufficient to meet them in which case they shall abate in equal proportions; and (b) so far as the assets of the company available for payment of general creditors are insufficient to meet them, have priority over the claims of holders of debentures secured by, or holders of any floating charge created by the company, and be paid accordingly out of any property comprised in or subject to that charge.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_142\", \"num\": \"142.\", \"text\": \"Secured creditors 142. (1) Notwithstanding that a winding up order has been made, a creditor who has security over the whole or part of the assets of a company is entitled to enforce that person\u2019s security without the leave of the Court and without reference to the liquidator. (2) Where the liquidator sells assets on behalf of a secured creditor, that person is entitled to deduct from the proceeds of sale a sum by way of remuneration equivalent to that which is or would be payable under section 109.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_143\", \"num\": \"143.\", \"text\": \"Preferential charge on goods distrained 143. In the event of a landlord or other person entitled to receive rent distraining or having distrained on any goods or effects of the company within three months preceding the date of the winding up order, the debts to which priority is given by section 141 shall be a first charge on the goods or effects so distrained on or the proceeds of sale thereof.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_144\", \"num\": \"144.\", \"text\": \"Effect of execution or attachment 144. (1) Where a creditor has issued execution against the goods or land of a company or has attached any debt due to it, and the company is subsequently wound up, that person is not entitled to retain the benefit of the execution or attachment against the liquidator unless that person has completed the execution or attachment before the commencement of the winding up. (2) Notwithstanding subsection (1) \u2014 (a) where a creditor has had notice of a meeting having been called at which a resolution for voluntary winding up is to be proposed, the date on which that person had notice is substituted for the purpose of subsection (1) for the date of commencement of the winding up; (b) a person who purchases in good faith under a sale by the bailiff any goods of a company on which execution has been levied in all cases acquires a good title to them against the liquidator; and Companies Act (2026 Revision) (c) the rights conferred by subsection (1) on the liquidator may be set aside by the Court in favour of the creditor to such extent and subject to such terms as the Court thinks fit. (3) For the purposes of this Act \u2014 (a) an execution against goods is completed by seizure and sale; (b) an execution against securities is completed upon making a charging order absolute; (c) an attachment of a debt is completed by receipt of the debt; and (d) an execution against land is completed by the registration of a charging order.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_145\", \"num\": \"145.\", \"text\": \"Voidable preference 145. (1) Every conveyance or transfer of property, or charge thereon, and every payment obligation and judicial proceeding, made, incurred, taken or suffered by any company in favour of any creditor at a time when the company is unable to pay its debts within the meaning of section 93 with a view to giving such creditor a preference over the other creditors shall be voidable upon the application of the company\u2019s liquidator if made, incurred, taken or suffered within six months immediately preceding the commencement of a liquidation. (2) A payment made as aforesaid to a related party of the company shall be deemed to have been made with a view to giving such creditor a preference. (3) For the purposes of this section a creditor shall be treated as a \u201crelated party\u201d if it has the ability to control the company or exercise significant influence over the company in making financial and operating decisions.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_146\", \"num\": \"146.\", \"text\": \"Avoidance of dispositions made at an undervalue 146. (1) In this section and section 147 \u2014 (a) \u201cdisposition\u201d has the meaning ascribed in Part VI of the Trusts Act (2021 Revision); (b) \u201cintent to defraud\u201d means an intention to wilfully defeat an obligation owed to a creditor; (c) \u201cobligation\u201d means an obligation or liability (which includes a contingent liability) which existed on or prior to the date of the relevant disposition; (d) \u201ctransferee\u201d means the person to whom a relevant disposition is made and shall include any successor in title; and (e) \u201cundervalue\u201d in relation to a disposition of a company\u2019s property means \u2014 (i) the provision of no consideration for the disposition; or Companies Act (2026 Revision) (ii) a consideration for the disposition the value of which in money or monies worth is significantly less than the value of the property which is the subject of the disposition. (2) Every disposition of property made at an undervalue by or on behalf of a company with intent to defraud its creditors shall be voidable at the instance of its official liquidator. (3) The burden of establishing an intent to defraud for the purposes of this section shall be upon the official liquidator. (4) No action or proceedings shall be commenced by an official liquidator under this section more than six years after the date of the relevant disposition. (5) In the event that any disposition is set aside under this section, then if the Court is satisfied that the transferee has not acted in bad faith \u2014 (a) the transferee shall have a first and paramount charge over the property, the subject of the disposition, of an amount equal to the entire costs properly incurred by the transferee in the defence of the action or proceedings; and (b) the relevant disposition shall be set aside subject to the proper fees, costs, pre-existing rights, claims and interests of the transferee (and of any predecessor transferee who has not acted in bad faith).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_147\", \"num\": \"147.\", \"text\": \"Fraudulent trading 147. (1) If in the course of the winding up of a company it appears that any business of the company has been carried on with intent to defraud creditors of the company or creditors of any other person or for any fraudulent purpose the liquidator may apply to the Court for a declaration under this section. (2) The Court may declare that any persons who were knowingly parties to the carrying on of the business in the manner mentioned in subsection (1) are liable to make such contributions, if any, to the company\u2019s assets as the Court thinks proper.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_148\", \"num\": \"148.\", \"text\": \"Supply of utilities 148. (1) If a request is made by or with the concurrence of the liquidator (including a provisional liquidator) or a restructuring officer for the giving, after the effective date, of any of the supplies mentioned in subsection (2), the supplier \u2014 (a) may make it a condition of the giving of the supply that the liquidator (including a provisional liquidator) or restructuring officer personally guarantees the payment of any charges in respect of the supply; but (b) shall not make it a condition of the giving of the supply, or do anything which has the effect of making it a condition of the giving of the supply, Companies Act (2026 Revision) that any outstanding charges in respect of a supply given to the company before the effective date are paid. (2) The supplies referred to in subsection (1) are \u2014 (a) a supply of electricity; (b) a supply of water; and (c) a supply of telecommunication services. (3) In this section \u2014 \u201ceffective date\u201d means \u2014 (a) the date on which the provisional liquidator was appointed; (b) the date on which the winding up order was made; or (c)  the date on which the restructuring officer was appointed.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_149\", \"num\": \"149.\", \"text\": \"Interest on debts 149. (1) Subject to subsection (5), in a winding up interest is payable in accordance with this section on any debt proved in the winding up, including so much of any such debt as represents interest on the remainder of the debt. (2) Any surplus remaining after the payment of the debts proved in a winding up shall, before being applied for any other purpose, be applied in paying interest on those debts in respect of the period during which they have been outstanding since the company went into liquidation. (3) All interest under this section ranks equally, whether or not the debts on which it is payable ranked equally. (4) The rate of interest payable under this section in respect of any debt is the greater of \u2014 (a) the rate applicable to the currency of the liquidation prescribed from time to time by the Judgment Debts (Rates of Interest) Rules (2021 Revision) made under section 34 of the Judicature Act (2021 Revision); and (b) the rate applicable to that debt apart from the winding up. (5) No interest shall be payable if the liquidation is concluded in less than six months or the accrued amount is less than five hundred dollars.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_150\", \"num\": \"150.\", \"text\": \"Currency of the liquidation 150. (1) In the case of a solvent liquidation, a company\u2019s creditors are entitled to receive payment of their debts in the currency of the obligation. (2) In the case of an insolvent liquidation, a company\u2019s liabilities shall be translated into the functional currency of the company at the exchange rates ruling \u2014 (a) on the date of the commencement of the voluntary liquidation; or (b) on the day upon which the winding up order is made. Companies Act (2026 Revision) (3) For the purposes of this section the functional currency of a company is the currency of the primary economic environment in which it operated as at the commencement of the liquidation. Dissolution of a Company\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_151\", \"num\": \"151.\", \"text\": \"Dissolution following voluntary winding up 151. (1) The Registrar shall, within three days of receiving a liquidator\u2019s return under section 127(3), register such return. (2) Upon the expiration of three months from the registration of the return the company is deemed to be dissolved. (3) Notwithstanding subsection (2), the Court may, on the application of the liquidator or any other person who appears to the Court to be interested, make an order deferring the date at which the dissolution of the company is to take effect to such date as the Court thinks fit. (4) An application under this section shall not be made after the company is deemed to have been dissolved. (5) An order of the Court made under this section shall be registered with the Registrar within seven days of the date upon which it was made.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_152\", \"num\": \"152.\", \"text\": \"Dissolution following winding up by the Court 152. (1) When the affairs of the company have been completely wound up, the Court shall make an order that the company be dissolved from the date of that order or such other date as the Court thinks fit, and the company shall be dissolved accordingly. (2) The effect of an order for dissolution in respect of a segregated portfolio is that its creditors\u2019 claims against the company shall be extinguished, notwithstanding that the company has not been liquidated and dissolved. (3) The official liquidator shall file the order for dissolution with the Registrar. (4) An official liquidator who fails to file the order for dissolution with the Registrar within fourteen days from the date, upon which it was perfected, commits an offence and is liable on summary conviction to a penalty of ten dollars for every day during which that person is so in default.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_153\", \"num\": \"153.\", \"text\": \"Unclaimed dividends and undistributed assets 153. (1) Any unclaimed dividends or undistributed assets in the possession or control of the liquidator or former liquidator of a company shall be held by that person as trustee upon trust for the benefit of the contributories or creditors to whom such funds are owed. Companies Act (2026 Revision) (2) At the end of one year after the dissolution of the company, the former liquidator shall transfer any funds or other assets held on trust by that person to the Minister charged with responsibility for Finance who shall manage them in accordance with Part 8 of the Public Management and Finance Act (2026 Revision). Insolvency rules and regulations\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_154\", \"num\": \"154.\", \"text\": \"Insolvency Rules Committee 154. (1) There shall be established an Insolvency Rules Committee comprising \u2014 (a) the Chief Justice or other judge nominated by the Chief Justice in that person\u2019s place who shall be chairperson; (b) the Attorney General or that person\u2019s nominee; (c) two attorneys-at-law appointed by the Chief Justice on the recommendation of the Cayman Islands Legal Practitioners Association; (d) a qualified insolvency practitioner appointed by the Chief Justice upon the recommendation of the Cayman Islands Institute of Professional Accountants; (e) a person appointed by the Chief Justice who, in that person\u2019s opinion, demonstrates a wide knowledge of law, finance, financial regulation or insolvency practice; and (f)   a qualified insolvency practitioner appointed by the Chief Justice on the recommendation of the Recovery and Insolvency Specialists Association. (2) The quorum of the Insolvency Rules Committee shall be the chairperson and three other members of the Committee; and the chairperson shall have a casting vote.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_155\", \"num\": \"155.\", \"text\": \"Powers of the Insolvency Rules Committee 155. (1) The Insolvency Rules Committee shall have power \u2014 (a) to make rules and prescribe forms for the purpose of giving effect to Parts 4, 5 and 16; (b) to prescribe court fees to be paid in connection with \u2014 (i) applications under Part 4; (ii) winding up proceedings under Part 5; and (iii) applications under Part 16; and (c) to make rules for the purpose of specifying \u2014 (i) the qualifications which must be held by a person appointed to the office of official liquidator; Companies Act (2026 Revision) (ii) persons who are disqualified from holding office as official liquidator either generally or in relation to a particular company which is not in liquidation before the court; (iii) the nature and scope of professional indemnity insurance, if any, required to be held by persons appointed to the office of official liquidators; and (iv) the nature and scope of security bonds, if any, required to be posted by persons appointed to the office of official liquidator. (2) The Insolvency Rules Committee, after consultation with the Authority and with any organisation representing insolvency practitioners in the Islands, shall make rules prescribing the rates of fees which may be charged by an official liquidator. PART 6 - Removal of Defunct Companies\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_156\", \"num\": \"156.\", \"text\": \"Company not operating may be struck off register 156. (1) Where the Registrar has reasonable cause to believe that a company is not carrying on business or is not in operation, that person may strike the company off the register and the company shall thereupon be dissolved. (2) A request on behalf of the company to strike the company off the register shall be accompanied by a fee of seventy-five dollars. 156A. Striking off for failure to pay fine 156A.Where an administrative fine imposed in accordance with section 26 of the Beneficial Ownership Transparency Act (2026 Revision) remains unpaid for ninety days after imposition of the fine, the Registrar may strike the company off the register and the company shall thereupon be dissolved.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_157\", \"num\": \"157.\", \"text\": \"Company being wound up may be struck off register for want of liquidator, etc. 157. Where a company is being wound up, and the Registrar has reasonable cause to believe either that no liquidator is acting, or that the affairs of the company are fully wound up, that person may strike the company off the register and the company shall thereupon be dissolved.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_158\", \"num\": \"158.\", \"text\": \"Registrar to publish fact of company being struck off register 158. The Registrar shall immediately publish a Government Notice to the effect that the company in question has been struck off the register, the date on which it has been struck off and the reason therefor. Such notice shall be gazetted. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_159\", \"num\": \"159.\", \"text\": \"Company, member or creditor may apply to court for company to be reinstated 159. (1)  If a company or any member or creditor of a company feels aggrieved by the company having been struck off the register in accordance with this Act, the company, member or creditor may apply to the Court to have the company restored to the register. (2)  An application referred to in subsection (1) shall be made by the company or any member or creditor of the company \u2014 (a)  within two years after the date on which the company was struck off the register; or (b)  where the Cabinet allows, after the two-year period referred to in paragraph (a) but not more than ten years after the date on which the company was struck off the register. (3)  Upon an application under subsection (1), if the Court is satisfied that \u2014 (a)  the company was, at the time of the striking off, carrying on business or in operation, or otherwise; and (b)  it is just that the company be restored to the register, the Court may order that the name of the company be restored to the register on payment by the company of a reinstatement fee equivalent to two times the original incorporation or registration fee, and on terms and conditions as to the Court may seem just. (4)  Where the Court orders that the name of the company is to be restored to the register under subsection (3) \u2014 (a)  the company is deemed to have continued in existence as if its name had not been struck off the register; and (b)  the Court, by the same or any subsequent order, may give directions and make provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off the register.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_160\", \"num\": \"160.\", \"text\": \"Liability of members of company to remain 160. The striking off the register of any company under this Act shall not affect the liability, if any, of any director, manager, officer or member of the company, and such liability shall continue and may be enforced as if the company had not been dissolved.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_161\", \"num\": \"161.\", \"text\": \"Registrar not liable for any act performed under this Part 161. No liability shall attach for any act performed or thing done by the Registrar under this Part. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_162\", \"num\": \"162.\", \"text\": \"Vesting of property 162. Any property vested in or belonging to any company struck off the register under this Act shall thereupon vest in the Minister charged with responsibility for Finance and shall be subject to disposition by the Cabinet, or to retention for the benefit of the Islands. PART 7 - Exempted Companies\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_163\", \"num\": \"163.\", \"text\": \"What companies may apply to be registered as exempted companies 163. Any proposed company applying for registration under this Act, the objects of which are to be carried out mainly outside the Islands or pursuant to a licence to carry on business in the Islands to which section 174 refers, may apply to be registered as an exempted company.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_164\", \"num\": \"164.\", \"text\": \"Registration of exempted companies 164. On being satisfied that section 165 has been complied with, the Registrar shall register the company as an exempted company.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_165\", \"num\": \"165.\", \"text\": \"Declaration by proposed company 165. A proposed exempted company applying for registration as an exempted company shall submit to the Registrar a declaration signed by a subscriber to the effect that the operation of the proposed exempted company will be conducted mainly outside the Islands or pursuant to a licence to carry on business in the Islands to which section 174 refers.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_166\", \"num\": \"166.\", \"text\": \"Shares shall be non-negotiable 166. The shares of an exempted company shall be non-negotiable and shall be transferred only on the books of the company.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_167\", \"num\": \"167.\", \"text\": \"Repealed 167. Repealed by section 3 of the Companies (Amendment) Act, 2016 [Law 3 of 2016].\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_168\", \"num\": \"168.\", \"text\": \"Annual return 168. In January of each year after the year of its registration each exempted company that does not hold a licence to carry on business in the Islands to which section 174 refers shall furnish to the Registrar a return which shall be in the form of a declaration that \u2014 (a) since the previous return or since registration, as the case may be, there has been no alteration in the memorandum of association, other than an alteration in the name of the company effected in accordance with section 31 or an alteration already reported in accordance with section 10; Companies Act (2026 Revision) (aa)  states the nature of the business; (b) the operations of the exempted company since the last return or since registration of the exempted company, as the case may be, have been mainly outside the Islands; and (c) section 174 has been and is being complied with.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_169\", \"num\": \"169.\", \"text\": \"Annual fee 169. (1) Every exempted company shall, in January of each year after the year of its registration, pay to the revenues of the Islands the annual fee specified in Part 4 of Schedule 5. (2) Each such annual fee referred to in subsection (1) shall be tendered with the return required by section 168. (3) An exempted company which defaults in submitting its annual return under section 168 or the fee specified in subsection (1) shall incur a penalty of \u2014 (a) 33.33% of the annual fee specified in subsection (1) if the return is submitted or the fee and penalty are paid between the 1st April and the 30th June; (b) 66.67% of the annual fee specified in subsection (1) if the return is submitted or the fee and penalty are paid between the 1st July and the 30th September; and (c) 100% of the annual fee specified in subsection (1) if the return is submitted or the fee and penalty are paid between the 1st October and the 31st December.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_170\", \"num\": \"170.\", \"text\": \"Failure to comply with section 168 or 169 170. Any exempted company which fails to comply with section 168 or 169 shall be deemed to be a defunct company and shall thereupon be dealt with as such under Part 6 but without prejudice to its being registered again as though it were being registered for the first time.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_171\", \"num\": \"171.\", \"text\": \"Registrar to give notice 171. Before taking action under section 170, the Registrar shall give one month\u2019s notice to the defaulting company and, if the default is made good before the expiry of such notice, sections 168 and 169 shall be deemed to have been complied with.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_172\", \"num\": \"172.\", \"text\": \"False statement in declaration 172. If any declaration under section 165 or 168 contains any wilful false statement or misrepresentation the company shall, on proof thereof, be liable to be immediately dissolved and removed from the register and in such case any fee tendered under section 26(4) or 169 shall be forfeited to the Minister charged with responsibility for Finance for credit to the general revenue. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_173\", \"num\": \"173.\", \"text\": \"Penalty for false declaration 173. Every director and officer of a company who knowingly makes or permits the making of any such declaration knowing it to be false commits an offence and is liable on summary conviction to a fine of five thousand dollars and to imprisonment for a term of one year, or to both.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_174\", \"num\": \"174.\", \"text\": \"Prohibited enterprises 174. (1) An exempted company shall not carry on a trade or business in the Islands with any person, except in furtherance of the business of the exempted company carried on outside of the Islands, unless that exempted company holds a licence to carry on business in the Islands under any applicable law. (2) Nothing in this section shall be construed so as to prevent an exempted company effecting and concluding contracts in the Islands and exercising in the Islands all its powers necessary for the carrying on of its business outside the Islands. (3) An exempted company that holds a licence to carry on business in the Islands under any applicable law, shall from the date of issue of such licence, continue for all purposes as if incorporated and registered as an ordinary resident company under and subject to this Act the provisions of which shall apply to the company and to persons and matters associated with the company as if the company were incorporated and registered under this Act except as provided in section 7(1)(a), 8(1) and (4), 13(1)(a), 26(3), 30(3), 31(1), 41(2), 42, 50(2), 166, 169, 175 or 252(2).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_175\", \"num\": \"175.\", \"text\": \"Prohibited sale of securities 175. An exempted company that is not listed on the Cayman Islands Stock Exchange is prohibited from making any invitation to the public in the Islands to subscribe for any of its securities.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_176\", \"num\": \"176.\", \"text\": \"Penalty for carrying on business contrary to this Part 176. If an exempted company carries on any business in the Islands in contravention of this Part then, without prejudice to any other proceedings that may be taken in respect of the contravention, the exempted company and every director, provisional director and officer of the exempted company who is responsible for the contravention commits an offence and is liable on summary conviction to a fine of one hundred dollars for every day during which the contravention occurs or continues, and the exempted company shall be liable to be immediately dissolved and removed from the register. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_177\", \"num\": \"177.\", \"text\": \"Electronic business by exempted companies 177. Nothing in this Act shall prohibit an exempted company from offering, by electronic means, and subsequently supplying, real or personal property, services or information from a place of business in the Islands or through an internet service provider or other electronic service provider located in the Islands. PART 8 - Exempted Limited Duration Companies\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_178\", \"num\": \"178.\", \"text\": \"Exempted company may apply to be registered as an exempted limited duration company 178. (1) An exempted company may, at any time, apply to the Registrar to be registered as an exempted limited duration company. (2) An application may also be made under subsection (1) at the same time as an application is made \u2014 (a) to register a proposed company as an exempted company; (b) to re-register an ordinary non-resident company as an exempted company; or (c) to register a company by way of continuation as an exempted company. (3) An application under subsection (1) shall, in addition to any other fee that may be payable, be accompanied by an application fee of two hundred dollars.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_179\", \"num\": \"179.\", \"text\": \"Registration as an exempted limited duration company 179. (1) The Registrar shall register as an exempted limited duration company an exempted company that has made application under section 178 if \u2014 (a) the company has at least two subscribers or two members; (b) where the company was not already registered as a company prior to the application \u2014 (i) the memorandum of association of the company limits the duration of the company to a period of thirty years or less; and (ii) the name of the company includes at its end \u201cLimited Duration Company\u201d or \u201cLDC\u201d; and (c) where the company was already registered as a company prior to the application \u2014 (i) the Registrar has been supplied, where the duration of the company is not already limited to a period of thirty years or less with a certified copy of a special resolution of the company altering its memorandum of association to limit the duration of the company to a period of thirty years or less; and Companies Act (2026 Revision) (ii) the Registrar has been supplied, in accordance with section 31, with a copy of a special resolution of the company changing its name to a name that includes at its end \u201cLimited Duration Company\u201d or \u201cLDC\u201d. (2) On registering an exempted company as an exempted limited duration company the Registrar shall \u2014 (a) in the case of a company referred to in paragraph (b) of subsection (1), certify in the certificate of incorporation issued in accordance with section 27(3) or the certificate of registration by way of continuation issued in accordance with section 201(1) that the company is registered as an exempted limited duration company; and (b) in the case of a company referred to in paragraph (c) of subsection (1), certify in the certificate of incorporation issued in accordance with section 31(2) that the company is registered as an exempted limited duration company stating the date of such registration. (3) A special resolution passed for the purpose of paragraph (c)(ii) of subsection (1) has no effect until the company is registered as an exempted limited duration company.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_180\", \"num\": \"180.\", \"text\": \"Contents of articles of association 180. (1) The articles of association of an exempted limited duration company may provide that the transfer of any share or other interest of a member of the company requires the unanimous resolution of all the other members. (2) The articles of association of an exempted limited duration company may provide that the management of the company is vested in the members of the company either equally per capita or in proportion to their share or other ownership interest in the company or in such other manner as may be specified in the articles of association. (3) Where the articles of association of an exempted limited duration company contain the provision referred to in subsection (2), the members of the company are to be considered to be the directors of the company but with power, if so provided by the articles of association, to delegate the management to a board of directors.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_181\", \"num\": \"181.\", \"text\": \"Cancellation of registration 181. (1) A company ceases to be an exempted limited duration company if \u2014 (a) the Registrar issues a certificate under section 207 on deregistration of the company; (b) the Registrar issues a certificate of incorporation in accordance with section 31(2) which records a change of name for the company that does not include at its end \u201cLimited Duration Company\u201d or \u201cLDC\u201d; or Companies Act (2026 Revision) (c) the company passes a special resolution in accordance with section 10 to alter its memorandum of association to provide for a period of duration of the company that exceeds or is capable of exceeding thirty years, and in the case of paragraph (b) or (c), the company pays a deregistration fee of four hundred dollars. (2) On a company ceasing to be an exempted limited duration company \u2014 (a) the Registrar shall, where the company has ceased to be an exempted limited duration company by virtue of paragraph (b) or (c) of subsection (1), issue to the company a certificate of incorporation altered to meet the circumstances of the case; and (b) in all cases the certificate issued by virtue of section 179(2) ceases to have effect. (3) A special resolution passed for the purpose of paragraph (c) of subsection (1) has no effect until a certificate of incorporation is issued by the Registrar under paragraph (a) of subsection (2).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_182\", \"num\": \"182.\", \"text\": \"Electronic business by exempted limited duration companies 182. Nothing in this Act shall prohibit an exempted limited duration company from offering, by electronic means, and subsequently supplying, real or personal property, services or information from a place of business in the Islands or through an internet service provider or other electronic service provider located in the Islands. PART 8A - Special Economic Zone Companies 182A. Exempted company may apply to be registered as a special economic zone company 182A.(1) An exempted company that does not hold a licence to carry on business in the Islands to which section 174 refers may, at any time, apply to the Registrar to be registered as a special economic zone company. (2) An application may also be made under subsection (1) at the same time as an application is made \u2014 (a) to register a proposed company as an exempted company; (b) to re-register an ordinary non-resident company as an exempted company; or (c) to register a company by way of continuation as an exempted company. (3) An application under subsection (1) shall be accompanied by a fee which shall be equal to the lowest band of the annual fee payable by an exempted company under section 169(1) as specified in paragraph (a) of Part 4 of Schedule 5. Companies Act (2026 Revision) 182B. Registration as a special economic zone company 182B.(1) The Registrar shall register as a special economic zone company an exempted company that has made application under section 182A if \u2014 (a) where the company was not already registered as a company prior to the application \u2014 (i) the memorandum of association of the company specifies that the business of the company includes special economic zone business; and (ii) the name of the company includes the words \u201cSpecial Economic Zone Company\u201d or the letters \u201cSEZC\u201d; and (b) where the company was already registered as a company prior to the application \u2014 (i) the Registrar has been supplied, in accordance with section 62, with a copy of a special resolution of the company altering its memorandum of association to carry on special economic zone business; and (ii) the Registrar has been supplied, in accordance with sections 31 and 62, with a copy of a special resolution of the company changing its name to a name that includes the words \u201cSpecial Economic Zone Company\u201d or the letters \u201cSEZC\u201d. (2) On registering an exempted company as a special economic zone company the Registrar shall \u2014 (a) in the case of a company referred to in subsection (1)(a), certify in the certificate of incorporation issued in accordance with section 27(1) or the certificate of registration by way of continuation issued pursuant to section 201(1) that the company is registered as a special economic zone company; and (b) in the case of a company referred to in subsection (1)(b), issue a certificate stating that the company is registered as a special economic zone company and stating the date of such registration. (3) A special resolution passed for the purpose of subsection (1)(b)(ii) has no effect until the company is registered as a special economic zone company. 182C. Cancellation of registration 182C.(1) A company ceases to be a special economic zone company if \u2014 (a) the Registrar issues a certificate under section 207 on deregistration of the company; or (b) the Registrar issues a certificate of incorporation \u2014 Companies Act (2026 Revision) (i) in accordance with section 31(2) which records a change of name for the company that does not include the words \u201cSpecial Economic Zone Company\u201d or the letters \u201cSEZC\u201d; and (ii) altered to meet the circumstances of the case, where the company passes a special resolution in accordance with section 10 to alter its memorandum of association to exclude the carrying on of special economic zone business, and in the case of paragraph (b), the company pays a deregistration fee of four hundred dollars. (2) On a company ceasing to be a special economic zone company the certificate issued by virtue of section 182B(2) ceases to have effect. PART 9 - Overseas Companies\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_183\", \"num\": \"183.\", \"text\": \"Definition of foreign company 183. In this Part, a foreign company means an overseas company which, after the 1st December, 1961, establishes a place of business or commences carrying on business (which expressions in this Part include, without limiting their generality, the sale by or on behalf of an overseas company of its shares or debentures and offering, by electronic means, and subsequently supplying, real or personal property, services or information from a place of business in the Islands or through an internet service provider or other electronic service provider located in the Islands) within the Islands, and all overseas companies which before the 1st December, 1961 established a place of business or carried on business as aforesaid within the Islands at the 1st December, 1961.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_184\", \"num\": \"184.\", \"text\": \"Documents, etc., to be delivered to Registrar by foreign companies 184. (1) Every foreign company shall, within one month after becoming a foreign company as defined in section 183, deliver to the Registrar for registration the following \u2014 (a) a certified copy of the foreign company\u2019s certificate of formation or incorporation, or the equivalent document issued by the relevant authority as evidence of its formation or incorporation; (b) a certificate of good standing issued by the relevant authority (or a certified copy thereof), or, if the relevant authority does not issue such certificates of good standing, a declaration signed by a director of the foreign company that the foreign company is in good standing with the relevant authority, in either case, dated no earlier than one month prior to the date of its delivery to the Registrar; Companies Act (2026 Revision) (c) a certified copy of any charter, bye-laws or memorandum or articles of association or other constitutional document (howsoever called) of the foreign company that is required to be filed with the relevant authority under the laws of the relevant jurisdiction in connection with the incorporation or formation of the foreign company; (d) a list of its directors, containing such particulars with respect to the directors as are by this Act required to be contained with respect to directors in the register of the directors of a company; and (e) the names and addresses of some one or more than one person resident in the Islands authorised to accept on its behalf service of process and any notices required to be served on it, and shall pay to the Registrar the fee specified in Part 5 of Schedule 5. (2) Every foreign company shall, in January of each year pay to the revenues of the Islands the annual fee specified in Part 5 of Schedule 5. (3) A foreign company which defaults in paying the annual fee specified in subsection (2) shall incur a penalty of \u2014 (a) 33.33% of the annual fee specified in subsection (2) if the fee and penalty are paid between the 1st April and the 30th June; (b) 66.67% of the annual fee specified in subsection (2) if the fee and penalty are paid between the 1st July and the 30th September; and (c) 100% of the annual fee specified in subsection (2) if the fee and penalty are paid between the 1st October and the 31st December.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_185\", \"num\": \"185.\", \"text\": \"Power of certain foreign companies to hold land 185. (1) An overseas company shall not have power to hold land in the Islands except where it is a foreign company which has delivered to the Registrar documents, particulars and fees specified in section 184. (2) If an overseas company which is not a foreign company holds land in the Islands or if a foreign company ceases to carry on, or have a place of business in the Islands or ceases to be a foreign company or fails to comply with this Part, the Cabinet may, whenever it appears to it to be necessary in the public interest, order the overseas company to transfer any lands held by, vested in or belonging to it to a person capable of holding such lands and of being registered as proprietor thereof under the Registered Land Act (2018 Revision). (3) If an overseas company fails to comply with an order under subsection (2), the Registrar may apply to the Court for an order that the land shall vest in the Minister charged with responsibility for Finance for the benefit of the Islands and be subject to the disposition of the Cabinet, and the Court may order accordingly. Companies Act (2026 Revision) (4) An order under subsection (2), and any order or proceedings required by the Court to be served in respect of an application under subsection (3) shall be served by personal service on a person, if any, whose name and address has been delivered by the company to the Registrar under paragraph (e) of section 184(1): Provided that, in the event any such order or proceedings may not be served by such personal service, it or they may be served by \u2014 (a) personal service on the attorney holding a power of attorney whereunder that person is authorised to accept service of orders and proceedings of the Court; (b) sending it by registered post to the overseas company at its usual or last known postal address in the Islands; (c) leaving it at the last known place of business of the overseas company in the Islands; (d) publication in three consecutive issues of the Gazette; (e) publication in three consecutive issues of a newspaper published and circulating in the Islands; or (f) displaying it in a prominent position on the lands and causing it to be kept so displayed for one month. (5) In this section \u2014 \u201chold land\u201d bears the meaning ascribed to that expression in section 32(3).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_186\", \"num\": \"186.\", \"text\": \"Registration of foreign companies 186. (1) Upon compliance with section 184, the Registrar shall issue a certificate under that person\u2019s hand and seal of office that the foreign company is registered under this Act. (2) A certificate of registration of a foreign company issued under subsection (1) shall be conclusive evidence that compliance has been made with all requirements of this Act in respect of registration.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_187\", \"num\": \"187.\", \"text\": \"Return to be delivered to Registrar where documents etc., altered 187. If, in the case of any foreign company, an alteration is made in or to any document or other information filed with the Registrar pursuant to section 184(1) (other than a document referred to in section 184(1)(b)) the foreign company shall, within thirty days after the date of such alteration, deliver to the Registrar for registration a return containing the particulars of the alteration.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_188\", \"num\": \"188.\", \"text\": \"Obligation to state name of foreign company, whether limited, and country where formed or incorporated 188. Every foreign company shall \u2014 Companies Act (2026 Revision) (a) in every prospectus inviting subscriptions for its shares or debentures in the Islands state the country in which the foreign company is formed or incorporated; (b) conspicuously exhibit on every place where it carries on business in the Islands the name of the foreign company and the country in which the foreign company is formed or incorporated; (c) cause the name of the foreign company and of the country in which it is formed or incorporated to be stated in legible characters on all bill heads, letter paper, notices, advertisements and other official publications; and (d) if the liability of the members of the foreign company is limited, cause notice of that fact to be stated in every such prospectus as aforesaid and on all bill heads, letter paper, notices, advertisements and other official publications in the Islands, and to be affixed on every place where it carries on its business in the Islands.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_189\", \"num\": \"189.\", \"text\": \"Service on foreign company to which this Part applies 189. Any process or notice required to be served on a foreign company shall be sufficiently served if addressed to any person whose name has been delivered to the Registrar under sections 184  or 187 and left at or sent by post to the address which has been so delivered: Provided that \u2014 (a) where any such foreign company makes default in delivering to the Registrar the name and address of a person resident in the Islands who is authorised to accept on behalf of the foreign company service of process or notices; or (b) if, at any time, all the persons whose names and addresses have been so delivered are dead or have ceased so to reside, or refuse to accept service on behalf of the company, or for any reason cannot be served, a document may be served on the foreign company by leaving it at or sending it by post to any place of business established by the foreign company in the Islands.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_190\", \"num\": \"190.\", \"text\": \"Deeds, etc., of overseas companies 190. The execution of a contract or other instrument in accordance with section 81(6)(a) and the fact that it was executed in accordance with a requirement referred to in section 81(6)(b) may be proved by the affidavit or solemn declaration of a witness to the execution of the contract or other instrument sworn or made before a notary public or any other person qualified to administer oaths in any jurisdiction. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_191\", \"num\": \"191.\", \"text\": \"Execution of deeds, etc. 191. (1) An overseas company may appoint and empower a person either generally or in respect of a specified matter, to execute deeds or instruments under seal on its behalf. (2) Any appointment under subsection (1) need not be made by deed or instrument under seal, but any person so appointed otherwise than by deed or instrument under seal shall not constitute the donee of a power under the Powers of Attorney Act (1996 Revision) (but without prejudice to the authority otherwise conferred upon them by the overseas company). (3) A deed or instrument under seal, signed by a person on behalf of an overseas company pursuant to authority conferred pursuant to subsection (1), shall be binding on that overseas company and shall have effect as if it were executed as such by the overseas company.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_192\", \"num\": \"192.\", \"text\": \"Removing company\u2019s name from register 192. If any foreign company ceases to carry on or have a place of business in the Islands it shall forthwith give notice of the fact to the Registrar and, as from the date on which notice is so given, the obligation of the foreign company to deliver any document to the Registrar shall cease: Provided that where the Registrar is satisfied by any other means that the foreign company has ceased to carry on or have a place of business in the Islands it shall be lawful for the Registrar to close the file of the foreign company and thereupon the obligation of the foreign company to deliver any document to the Registrar shall cease.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_193\", \"num\": \"193.\", \"text\": \"Penalties for failing to comply with this Part 193. Whenever any foreign company fails to comply with any of the foregoing provisions of this Part, it and every officer or agent of it, commits an offence and is liable to a fine of one hundred dollars or, in the case of a continuing offence, a further fine of ten dollars for every day during which the default continues.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_194\", \"num\": \"194.\", \"text\": \"Definitions in this Part 194. (1) In this Part \u2014 \u201ccertified copies\u201d includes copies (whether in the form of an electronic record or otherwise) certified as true copies of the originals by \u2014 (a) the relevant authority; (b) a notary public in the relevant jurisdiction or in the Islands; or (c) a person qualified to practise law in the relevant jurisdiction or in the Islands, or (d) any other person acceptable to the Registrar; Companies Act (2026 Revision) \u201cdirector\u201d in relation to a foreign company, means any director, officer, member or other person (howsoever called) in whom the management of the foreign company is vested; \u201celectronic record\u201d has the same meaning as in Part I of the Electronic Transactions Act (2003 Revision); \u201cexcluded share transfer or share registration office\u201d means a share transfer or share registration office provided within the Islands by a person licensed or registered to do so under the regulatory laws; \u201cplace of business\u201d includes a share transfer or share registration office (except an excluded share transfer or share registration office); \u201crelevant authority\u201d in respect of a foreign company, means the national, state or local government authority, registry or other body in the relevant jurisdiction that is responsible for forming or incorporating the foreign company; and \u201crelevant jurisdiction\u201d means the jurisdiction in which the foreign company has been formed or incorporated. (2) In this Part, an overseas company shall not be deemed to have established or to have commenced carrying on business within the Islands solely by reason of having an excluded share transfer or share registration office.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_195\", \"num\": \"195.\", \"text\": \"Power of Registrar to prohibit sale 195. The Registrar may, at any time and from time to time, prohibit the sale of any shares or debentures of any foreign company in the Islands or any invitation in the Islands to subscribe for any shares or debentures of a foreign company, and in the event of any violation by a foreign company of such prohibition the foreign company and each of its directors and officers is liable on summary conviction to a fine of one thousand dollars and, in default of payment by any director or officer, to imprisonment for three months. PART 10 - Application of this Act to Companies Formed or Registered in the Islands\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_196\", \"num\": \"196.\", \"text\": \"Application to existing companies 196. In the application of this Act to existing companies, it shall apply in the same manner in the case of \u2014 (a) a limited company, other than a company limited by guarantee, as if the company had been formed and registered under this Act as a company limited by shares; (b) a company limited by guarantee, as if the company had been formed and registered under this Act as a company limited by guarantee; and Companies Act (2026 Revision) (c) a company other than a limited company, as if the company had been formed and registered under this Act as an unlimited company.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_197\", \"num\": \"197.\", \"text\": \"Date of incorporation 197. A reference, express or implied, to the date of incorporation of an existing company shall be, where appropriate, construed as a reference to the date on which the company was incorporated and recorded under the laws relating to companies then in force in the Islands.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_198\", \"num\": \"198.\", \"text\": \"Articles of association remain 198. The articles of association of an existing company shall, so far as the same are not contrary to any express provisions of this Act, remain in force until altered or rescinded. PART 11 - General\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_199\", \"num\": \"199.\", \"text\": \"Fees in lieu of other provisions 199. (1) Wherever this Act provides for or requires the filing of any document, notice or return with the Registrar or the issue of any certificate or the Registrar provides a copy of any document in respect of which no fee is elsewhere specifically provided, the fees specified in Part 6 of Schedule 5 shall be payable. (2) The Registrar may, in that person\u2019s discretion, extend the time within which any thing is required to be done by this Act, whether the time prescribed therefor has expired or not. (3) Notwithstanding any provision of this Act which prescribes a specific per diem penalty in respect of a default of any obligation to make a filing or to maintain a record set out in this Act, it shall be lawful for the Registrar, in any case where the aggregate per diem penalty has exceeded the amount of five hundred dollars and that person is satisfied that the failure is not due to wilful default, to at any time, accept payment of a penalty in the amount of five hundred dollars in lieu thereof. (4) Without prejudice to the powers exercisable by the Registrar under this Act, all sums that that person is entitled to recover by way of fees or penalties are recoverable either summarily as a civil debt, or as a simple contract debt, in any court of competent jurisdiction. 199A. Fees for administrative services 199A. A person shall pay to the Registrar the fee specified in Part 8 of Schedule 5 for the provision by the Registrar of the corresponding administrative service set out in Part 8 of that Schedule. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_200\", \"num\": \"200.\", \"text\": \"Express fees 200. (1) The Registrar, on receipt of \u2014 (a)  an application for registration under section 26, 184 or 201; (b)  an application for re-registration under section 178, 182A, 210 or 214; (c)  an application for registration of a change of name under section 31; (d)  an application for a merger or consolidation under section 233 or 237; (e)  the required information and relevant deregistration fee in accordance with section 181(1)(b) or (c) or 182C(1)(b); (f)  an application for deregistration under section 206; (g)  an application for any other certificate which the Registrar is authorised to provide under this Act; or (h)  any relevant information for a transaction under subsection (2), which is accompanied by the prescribed fees and the prescribed express fee, shall complete the relevant transaction by \u2014 (i)  the end of the working day, where the application or relevant information and all fees are received by 12 noon; or (ii) 12 noon on the following working day, where the application or relevant information and all fees are received after 12 noon. (2)  For the purposes of subsection (1)(h), the transactions are \u2014 (a)  the filing of any document with the Registrar (other than the filing of any document made as part of an application); (b)  certifications by the Registrar; (c)  the issuance or making of copies by the Registrar; (d)  the issuance of certificates by the Registrar, including customised certificates; or (e)  the issuance of letters by the Registrar, including customised letters. 200A. Certificate of good standing 200A.(1) The Registrar may on application made by a company issue a certificate of good standing to a company that is in good standing in accordance with subsection (2). (2) A certificate of good standing is evidence of the fact that the company is in good standing on the date that the certificate of good standing is issued. (3) A company shall be deemed to be in good standing if all fees and penalties under this Act have been paid and the Registrar has no knowledge that the company is in default under this Act. Companies Act (2026 Revision) PART 12 - Transfer by Way of Continuation\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_201\", \"num\": \"201.\", \"text\": \"Application for continuation 201. (1) A body corporate incorporated, registered or existing with limited liability and with or without a share capital under the laws of any jurisdiction outside the Islands (which body corporate is in this Part referred to as a \u201cregistrant\u201d) may apply to the Registrar to be registered by way of continuation as an exempted company limited by shares under this Act. (2) The Registrar shall register a registrant if \u2014 (a) the registrant is incorporated, registered or existing in a jurisdiction whose laws permit or do not prohibit the transfer of the registrant in the manner hereinafter provided in this Part (hereinafter in this section referred to as \u201ca relevant jurisdiction\u201d); (b) the registrant has paid to the Registrar a fee equal to the fee payable on the registration of an exempted company under section 26; (c) the registrant has delivered to the Registrar the documents listed in paragraphs (a) to (d) of section184(1) (in this Part referred to as \u201cthe charter documents\u201d); (d) the name of the registrant is acceptable to the Registrar under section 30 or the registrant has undertaken to change the name to an acceptable name within sixty days of registration; (e) the registrant has filed with the Registrar notice of the address of its proposed registered office in the Islands; (f) the registrant has filed with the Registrar a declaration signed by a director of the registrant that the operations of the registrant will be conducted mainly outside the Islands; (g) no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the registrant in any jurisdiction; (h) no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the registrant, its affairs or its property or any part thereof; (i) no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the registrant are and continue to be suspended or restricted; (j) the registrant is able to pay its debts as they fall due; (k) the application for registration is bona fide and not intended to defraud existing creditors of the registrant; Companies Act (2026 Revision) (l) the registrant has delivered to the Registrar an undertaking signed by a director of the registrant that notice of the transfer has been or will be given within twenty-one days to the secured creditors of the registrant; (m) any consent or approval to the transfer required by any contract or undertaking entered into or given by the registrant has been obtained, released or waived, as the case may be; (n) the transfer is permitted by and has been approved in accordance with the charter documents of the registrant; (o) the laws of the relevant jurisdiction with respect to transfer have been or will be complied with; (p) the registrant is constituted in a form or substantially a form which could have been incorporated as an exempted company limited by shares under this Act; (q) the registrant will, upon registration hereunder, cease to be incorporated, registered or exist under the laws of the relevant jurisdiction; (r) the registrant, if it is (or will when registered by way of continuation be) prohibited from carrying on its business in or from within the Islands unless licensed under any law, has applied for and obtained the requisite licence; and (s) the Registrar is not aware of any other reason why it would be against the public interest to register the registrant. (3) Paragraphs (g), (h), (i), (j), (k), (m), (n), (o) and (q) of subsection (2) shall be satisfied by filing with the Registrar a declaration or affidavit of a director of the registrant to the effect that, having made due enquiry, that person is of the opinion that the requirements of those paragraphs have been met, and which declaration or affidavit shall include a statement of the assets and liabilities of the registrant made up to the latest practicable date before making the declaration or affidavit and subsection (4) shall apply, with any necessary changes, in respect of that declaration or affidavit. (4) A person who, being a director, makes a declaration or affidavit under subsection (3) without reasonable grounds therefor commits an offence and is liable on summary conviction to a fine of fifteen thousand dollars and to imprisonment for five years. (5) Without prejudice to Part 9, a registrant may apply to be provisionally registered by way of continuation as an exempted company limited by shares under this Act. (6) The Registrar shall provisionally register a registrant if \u2014 (a) the registrant complies with the requirements of paragraphs (a), (c), (e), (f), (g), (h), (i), (j) and (p) of subsection (2); and Companies Act (2026 Revision) (b) the registrant has paid to the Registrar a fee of one thousand five hundred dollars. (7) Repealed by section 10(c) of the Companies (Amendment) Act, 2024 (Act 3 of 2024). (8) The Registrar shall register a registrant which is provisionally registered under this Part upon the requirements of paragraphs (b), (d), (k), (l), (m), (n), (o), (q), (r) and (s) of subsection (2) being met, as to which subsection (3) shall, mutatis mutandis, apply where relevant. (9) A registrant which is provisionally registered shall \u2014 (a) within sixty days after registration, deliver, to the Registrar details of any changes in the information required by paragraphs (c) and (e) of subsection (2); (b) file with the Registrar in January of each year following provisional registration, a declaration or affidavit in the form described in subsection (7); and (c) pay to the Registrar in January of each year following provisional registration, a fee of one thousand dollars. (10) A registrant which is provisionally registered and which fails to comply with paragraphs (b) and (c) of subsection (9) by 30th June in such year shall cease to be provisionally registered but without prejudice to being provisionally registered anew hereunder upon complying with the requirements of this Part.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_202\", \"num\": \"202.\", \"text\": \"Registration under this Part 202. (1) Upon registration of a registrant under this Part, the Registrar shall issue a certificate under that person\u2019s hand and seal of office that the registrant is registered by way of continuation as an exempted company and specifying the date of such registration, and section 27(3) shall apply, mutatis mutandis, to such certificate. (2) The Registrar shall enter in the register of companies the date of registration of the registrant and, to the extent possible with respect to the registrant, particulars of the matters specified. (3) From the date of registration of the registrant it shall continue as a body corporate for all purposes as if incorporated and registered as an exempted company under and subject to this Act the provisions of which shall apply to the company and to persons and matters associated therewith as if such company were so incorporated and registered and such company shall have, but without limitation to the generality of the foregoing \u2014 (a) the capacity to perform all the functions of an exempted company; (b) the capacity to sue and to be sued; (c) perpetual succession; and Companies Act (2026 Revision) (d) the power to acquire, hold and dispose of property, and the members of the company shall have such liability to contribute to the assets of the company in the event of its being wound up under this Act as is provided therein: Provided always that section 201 and this section shall not operate \u2014 (e) to create a new legal entity; (f) to prejudice or affect the identity or continuity of the registrant as previously constituted; (g) to affect the property of the registrant; (h) to affect any appointment made, resolution passed or any other act or thing done in relation to the registrant pursuant to a power conferred by any of the charter documents of the registrant or by the laws of the jurisdiction under which the registrant was previously incorporated, registered or existing; (i) except to the extent provided by or pursuant to this Part, to affect the rights, powers, authorities, functions and liabilities or obligations of the registrant or any other person; or (j) to render defective any legal proceedings by or against the registrant and any legal proceedings that could have been continued or commenced by or against the registrant before its registration hereunder may, notwithstanding the registration, be continued or commenced by or against the registrant after registration. (4) Upon provisional registration of a registrant under this Part the Registrar shall issue a certificate under that person\u2019s hand and seal of office that the registrant is provisionally registered by way of continuation as an exempted company and specifying the date of such provisional registration. (5) The Registrar shall enter in a register maintained for the purpose the date of provisional registration and name of the registrant. (6) If a registrant which is provisionally registered under this Part is registered pursuant to section 201(2) it shall automatically cease to be provisionally registered and the Registrar shall cancel such provisional registration. (7) Subsection (3) shall not apply to a registrant which is provisionally registered unless and until it is registered under section 201(2), and nothing in this section shall be construed as enabling a registrant which is provisionally registered to carry on business within the Islands unless it complies with the requirements of Part 9. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_203\", \"num\": \"203.\", \"text\": \"Amendment, etc., of charter documents 203. (1) A registrant shall, within ninety days of registration by special resolution passed in accordance with this Act, make such amendments, alterations, modifications, variations, deletions and additions (in this section referred to as \u201cchanges\u201d), if any, to its charter documents as are necessary to ensure that they comply with the requirements of this Act as they relate to an exempted company. (2) Within ninety days of registration, the registrant \u2014 (a) may, instead of passing a special resolution making the changes required by subsection (1); or (b) shall, whether or not it has passed such a special resolution making, or purporting to make, such changes, if the Registrar so directs, apply to the Court for an order approving such changes and the Court, if satisfied that the changes (with such modifications, if any, as it considers appropriate) are necessary to ensure that the charter documents of the registrant comply with the requirements of this Act, may approve them accordingly and make such consequential orders as it thinks fit. Changes, when so approved, shall take effect as if they formed part of the charter documents. (3) A copy of the special resolution passed under subsection (1) or of the order of the Court made under subsection (2) shall be filed with and registered by the Registrar whose certificate of registration thereof shall be conclusive evidence that the charter documents comply with the requirements of this Act. (4) After registration of the registrant and until such time as the charter documents of the registrant are changed to comply with the requirements of this Act or to the extent they cannot be changed so to comply, this Act shall prevail. (5) The provisions of the charter documents of a registrant which would, if the company had been incorporated under this Act, have been required by this Act to be included in its memorandum of association shall be deemed to be the registered memorandum of association of the company and the provisions of the charter documents that do not by virtue of the foregoing constitute the registered memorandum of association shall be deemed to be the registered articles of association of the company, and the company and its members shall be bound thereby accordingly.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_204\", \"num\": \"204.\", \"text\": \"Effect of registration under this Part on companies registered under Part 9 204. Where a registrant is also registered as a foreign company under Part 9 it shall, upon registration under Part 12, automatically cease to be registered under Part 9 and the Registrar shall cancel such registration. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_205\", \"num\": \"205.\", \"text\": \"Notice of registration, etc., to be given in Gazette 205. The Registrar shall forthwith give notice in the Gazette of the registration of a registrant under this Part, the jurisdiction under whose laws the registrant was previously incorporated, registered or existing and the previous name of the registrant if different from the current name.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_206\", \"num\": \"206.\", \"text\": \"Deregistration of exempted companies including companies registered under this Part 206. (1) An exempted company incorporated and registered with limited liability and a share capital under this Act, including a company registered by way of continuation under this Part, which proposes to be registered by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Islands (hereinafter called an \u201capplicant\u201d) may apply to the Registrar to be deregistered in the Islands. (2) The Registrar shall so deregister an applicant if \u2014 (a) the applicant proposes to be registered by way of continuation in a jurisdiction which permits or does not prohibit the transfer of the applicant in the manner provided in this part (hereinafter in this section referred to as \u201ca relevant jurisdiction\u201d); (b) the applicant has paid to the Registrar a fee equal to three times the annual fee that would have been payable pursuant to section 169 in the January immediately preceding the application for deregistration by an exempt company having the same registered capital as the applicant on the date of that application; (c) the applicant has filed with the Registrar notice of any proposed change in its name and of its proposed registered office or agent for service of process in the relevant jurisdiction; (d) no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the applicant in any jurisdiction; (e) no receiver, trustee or administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the applicant, its affairs or its property or any part thereof; (f) no scheme, order, compromise or other similar arrangement has been entered into or made whereby the rights of creditors of the applicant are and continue to be suspended or restricted; (g) the applicant is able to pay its debts as they fall due; (h) the application for deregistration is bona fide and not intended to defraud creditors of the applicant; Companies Act (2026 Revision) (i) the applicant has delivered to the Registrar an undertaking signed by a director that notice of the transfer has been or will be given within twentyone days to the secured creditors of the applicant; (j) any consent or approval to the transfer required by any contract or undertaking entered into or given by the applicant has been obtained, released or waived, as the case may be; (k) the transfer is permitted by and has been approved in accordance with the memorandum and articles of association of the applicant; (l) the laws of the relevant jurisdiction with respect to transfer have been or will be complied with; (m) the applicant, if licensed under the Banks and Trust Companies Act (2021 Revision), or the Insurance Act, 2010 [Law 32 of 2010] or, if so previously licensed and in respect of which such licence shall have been suspended or revoked and not reinstated, has obtained consent of the Authority to the transfer; (n) the applicant will upon registration under the laws of the relevant jurisdiction continue as a body corporate limited by shares; and (o) the Registrar is not aware of any other reason why it would be against the public interest to deregister the applicant. (3) Paragraphs (d), (e), (f), (g), (h), (j), (k), (l) and (n) of subsection (2) shall be satisfied by filing with the Registrar a declaration or affidavit of a director of the applicant to the effect that, having made due enquiry, that person is of the opinion that the requirements of those paragraphs have been met and which declaration or affidavit shall include a statement of the assets and liabilities of the applicant made up to the latest practicable date before the making of the declaration or affidavit. (4) A person who, being a director, makes a declaration or affidavit under subsection (3) without reasonable grounds therefor commits an offence and is liable on summary conviction to a fine of fifteen thousand dollars and to imprisonment for five years.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_207\", \"num\": \"207.\", \"text\": \"Certification of deregistration, etc. 207. (1) Upon deregistration of an applicant under this Part, the Registrar shall issue a certificate under that person\u2019s hand and seal of office that the applicant has been deregistered as an exempted company and specifying the date of such deregistration. (2) The Registrar shall enter in the register of companies the date of deregistration of the applicant. Companies Act (2026 Revision) (3) From the commencement of the date of deregistration the applicant shall cease to be a company for all purposes under this Act and shall continue as a company under the laws of the relevant jurisdiction: Provided always that this shall not operate \u2014 (a) to create a new legal entity; (b) to prejudice or affect the identity or continuity of the applicant as previously constituted; (c) to affect the property of the applicant; (d) to affect any appointment made, resolution passed or any other act or thing done in relation to the applicant pursuant to a power conferred by the memorandum and articles of association of the applicant or by the laws of the Islands; (e) except to the extent provided by or pursuant to this Part to affect the rights, powers, authorities, functions and liabilities or obligations of the applicant or any other person; or (f) to render defective any legal proceedings by or against the applicant, and any legal proceedings that could have been continued or commenced by or against the applicant before its deregistration hereunder may, notwithstanding the deregistration, be continued or commenced by or against the applicant after deregistration.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_208\", \"num\": \"208.\", \"text\": \"Application of Part 9 to deregistered companies 208. Part 9 shall, where relevant, apply to any company which is deregistered under this Part.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_209\", \"num\": \"209.\", \"text\": \"Notice of deregistration, etc., to be given in the Gazette 209. The Registrar shall forthwith give notice in the Gazette of the deregistration of an applicant under this Part, the jurisdiction under the laws of which the applicant has been registered by way of continuation and name of the applicant, if changed. PART 13 \u2013 Re-registration as a Means of an Ordinary Nonresident Company Becoming Exempted or Exempted Company Becoming Ordinary Resident\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_210\", \"num\": \"210.\", \"text\": \"Ordinary non-resident company may be re-registered as exempted company 210. (1) Subject to this section and section 211, an ordinary non-resident company may be re-registered as an exempted company if \u2014 (a) the company passes a special resolution that it should be so reregistered; and Companies Act (2026 Revision) (b) an application for re-registration is delivered to the Registrar together with the necessary documents. (2) Such special resolution shall \u2014 (a) make such alterations in the company\u2019s memorandum of association as are necessary to bring it in substance and in form into conformity with the requirements of this Act with respect to the memorandum of association of an exempted company; and (b) make such alterations in the company\u2019s articles of association as are requisite in the circumstances. (3) Such application shall be signed by a director of the company, and accompanied by \u2014 (a) a copy of the memorandum and articles as altered by the special resolution; and (b) a declaration by a director of the company that the operation of the company will be conducted mainly outside the Islands. (4) A special resolution that an ordinary non-resident company be re-registered as an exempted company may change the company\u2019s name to any name by which an exempted company could be registered. (5) The application shall be accompanied by a re-registration fee equal to the fee payable on the registration of an exempted company under section 26.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_211\", \"num\": \"211.\", \"text\": \"Effect of re-registration of ordinary non-resident company as an exempted company 211. (1) If, on an application under section 210, the Registrar is satisfied that an ordinary non-resident company may be re-registered under that section as an exempted company, that person shall \u2014 (a) retain the application and other documents delivered to that person under the section; and (b) issue to the company a certificate of re-registration stating that the company has been re-registered as an exempted company. (2) Upon the issue to a company of a certificate of re-registration under this section \u2014 (a) the company, by virtue of the issue of that certificate, becomes an exempted company; and (b) any alterations in the memorandum and articles set out in the special resolution take effect accordingly: Provided that the foregoing shall not operate \u2014 (i) to create a new legal entity; (ii) to prejudice or affect the identity or continuity of the company; Companies Act (2026 Revision) (iii) to affect the property of the company; (iv) to affect any appointment made, resolution passed or any other act or thing done in relation to the company pursuant to a power conferred by the memorandum and the articles of association of the company or by the laws of the Islands; (v) to affect the rights, powers, authorities, functions and liabilities or obligations of the company or any other person; or (vi) to render defective any legal proceedings by or against the company, and legal proceedings that could have been continued or commenced by or against the company before its re-registration hereunder may, notwithstanding the re-registration, be continued or commenced by or against the company after re-registration. (3) The certificate of re-registration is conclusive evidence \u2014 (a) that the requirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with; and (b) that the company is an exempted company. 211A. Exempted company may be re-registered as an ordinary resident company 211A.(1) Subject to this section and section 211B, an exempted company may be reregistered as an ordinary resident company if \u2014 (a)  the company passes a special resolution that it should be so re-registered; and (b)  an application for re-registration is delivered to the Registrar together with the necessary documents and fee set out in subsections (4) and (5) respectively. (2)  A special resolution under subsection (1)(a) shall \u2014 (a)  make alterations in the company\u2019s memorandum of association as are necessary to bring it in substance and in form into conformity with the requirements of this Act with respect to the memorandum of association of an ordinary resident company; and (b)  make alterations in the company\u2019s articles of association as are requisite in the circumstances. (3)  A special resolution under subsection (1)(a) may change the exempted company\u2019s name to any name by which an ordinary resident company is able to be registered. (4)  An application under subsection (1)(b) shall be signed by a director of the company and accompanied by a copy of the memorandum and articles as altered by the special resolution under subsection (1)(a). Companies Act (2026 Revision) (5)  An application under subsection (1)(b) shall be accompanied by a re-registration fee equal to the fee payable on the registration of an ordinary resident company under section 26. 211B. Effect of re-registration of an exempted company as an ordinary 211B.(1) If, on an application under section 211A, the Registrar is satisfied that an exempted company may be re-registered as an ordinary resident company, the Registrar shall \u2014 (a)  retain the application and other documents delivered by an applicant under section 211A(4); and (b)  issue to the company a certificate of re-registration stating that the company has been re-registered as an ordinary resident company. (2)  Subject to subsection (4), upon the issue of a certificate of re-registration to a company under subsection (1)(b) \u2014 (a)  the company, by virtue of the issue of that certificate, becomes an ordinary resident company; and (b)  any alterations in the memorandum and articles set out in the special resolution take effect accordingly. (3)  Any tax undertaking given to the company pursuant to section 6 of the Tax Concessions Act (2018 Revision) shall not apply from the date of the reregistration. (4)  The issue of a certificate of re-registration to a company under subsection (1)(b) shall not operate \u2014 (a)  to create a new legal entity; (b)  to prejudice or affect the identity or continuity of the company; (c)  to affect the property of the company; (d)  to affect any appointment made, resolution passed or any other act or thing done in relation to the company pursuant to a power conferred by the memorandum and the articles of association of the company or by the laws of the Islands; (e)  to affect the rights, powers, authorities, functions and liabilities or obligations of the company or any other person; or (f)  to render defective any legal proceedings by or against the company. (5)  Any legal proceedings that could have been continued or commenced by or against the company before its re-registration may, notwithstanding the reregistration, be continued or commenced by or against the company after reregistration. Companies Act (2026 Revision) (6)  A certificate of re-registration issued under subsection (1)(b) is conclusive evidence \u2014 (a)  that the requirements of this Act in respect of registration and of matters precedent and incidental to the registration have been complied with; and (b)  that the company is an ordinary resident company. PART 14 - Segregated Portfolio Companies\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_212\", \"num\": \"212.\", \"text\": \"Definitions in this Part 212. In this Part \u2014 \u201creceiver\u201d means the person specified in a receivership order for the purposes specified in section 224(3); \u201creceivership order\u201d means an order made under section 224(1); \u201csegregated portfolio company\u201d means an exempted company which is registered under section 213(1); \u201csegregated portfolio shares\u201d means shares issued under section 217(1); \u201csegregated portfolio share capital\u201d means the proceeds of the issue of segregated portfolio shares; and \u201csegregated portfolio share dividend\u201d means a dividend paid under section 217(3).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_213\", \"num\": \"213.\", \"text\": \"Applications for registration 213. (1) Subject to subsection (2) and section 214, any exempted company may apply to the Registrar to be registered as a segregated portfolio company. (2) Nothing in this Part shall derogate from the Authority\u2019s powers to determine, where relevant, whether a segregated portfolio company is suitable to be licensed under the regulatory laws. (3) An application may also be made under subsection (1) at the same time as application is made \u2014 (a) to re-register an ordinary non-resident company as an exempted company; (b) to register a company by way of continuation as an exempted company; or (c) to register as an exempted limited duration company. (4) An application under subsection (1) shall, in addition to any other fee that may be payable, be accompanied by the fee specified in Part 7 of Schedule 5. (5) A segregated portfolio company shall, on paying the annual fee payable under section 169, pay the additional fee specified in Part 7 of Schedule 5 and the Companies Act (2026 Revision) additional annual fee specified in Part 7 of Schedule 5 in respect of each segregated portfolio it has created (other than those in respect of which notice of termination has been given under subsection (6)), both of which shall be tendered in accordance with section 169(2). (6) At the same time as it tenders the fees in accordance with subsection (5) a segregated portfolio company shall furnish to the Registrar a notice containing the names of each segregated portfolio it has created (other than those in respect of which notice of termination has been given hereunder in a prior year) and indicating those which have been terminated under section 228A since the date of the last notice under this subsection. (7) A segregated portfolio company which fails to furnish the notice in accordance with subsection (6) shall incur a penalty of ten dollars for every day after 31st March of each year during which the notice is not filed.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_214\", \"num\": \"214.\", \"text\": \"Conversions of existing companies 214. (1) Where an exempted company has been registered prior to an application under section 213(1) the company shall \u2014 (a) file with the Registrar a declaration made by at least two directors setting out an accurate statement \u2014 (i) of the assets and liabilities of the company as at a date within three months prior to the date of the declaration; (ii) of any transaction or event which, as at the date of the declaration, has occurred or is expected to occur between the date of the statement of assets and liabilities prepared pursuant to subparagraph (i) and the date of registration of the company as a segregated portfolio company which, if it had occurred before the date of the declaration, would have caused material changes to the assets and liabilities disclosed in the declaration; (iii) that the segregated portfolio company intends to operate, and the assets and liabilities which the company proposes to transfer to each of those segregated portfolios; (iv) that, on registration as a segregated portfolio company, the company and each segregated portfolio will be solvent; (v) that each creditor of the company has consented in writing to the transfer of assets and liabilities into segregated portfolios or alternatively that adequate notice has been given in accordance with subsection (2) to all creditors of the company and that ninety-five per cent by value of the creditors have consented to that transfer of assets and liabilities into segregated portfolios; Companies Act (2026 Revision) (b) pass a special resolution authorising the transfer of assets and liabilities into segregated portfolios and attach a copy of such resolution to the declaration in subparagraph (a); and (c) where the company is licensed by the Authority under the regulatory laws, obtain the written consent of the Authority and attach a copy of such consent to the declaration referred to in paragraph (a). (2) For the purposes of subsection (1)(a)(v), adequate notice is given if notice in writing is sent to each creditor having a claim against the company exceeding one thousand dollars. (3) A director who makes a declaration under subsection (1)(a) without reasonable grounds or who knowingly makes a false declaration commits an offence and is liable on summary conviction to a fine of five thousand dollars or to imprisonment for one year. (4) For the avoidance of doubt, the provisions of the Fraudulent Dispositions Act (1996 Revision) shall not apply to an initial transfer of assets and liabilities into segregated portfolios pursuant to an application under section 213(1).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_215\", \"num\": \"215.\", \"text\": \"Designation 215. A segregated portfolio company shall include in its name the letters \u201cSPC\u201d or the words \u201cSegregated Portfolio Company\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_216\", \"num\": \"216.\", \"text\": \"Segregated portfolios 216. (1) A segregated portfolio company may create one or more segregated portfolios in order to segregate the assets and liabilities of the segregated portfolio company held within or on behalf of a segregated portfolio from the assets and liabilities of the segregated portfolio company held within or on behalf of any other segregated portfolio of the segregated portfolio company or the assets and liabilities of the segregated portfolio company which are not held within or on behalf of any segregated portfolio of the segregated portfolio company. (2) A segregated portfolio company shall be a single legal entity and any segregated portfolio of or within a segregated portfolio company shall not constitute a legal entity separate from the segregated portfolio company. (3) Each segregated portfolio shall be separately identified or designated and shall include in such identification or designation the words \u201cSegregated Portfolio\u201d or \u201cSP\u201d or \u201cS.P.\u201d. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_217\", \"num\": \"217.\", \"text\": \"Shares and dividends 217. (1) A segregated portfolio company may create and issue shares in one or more classes or series (including different classes or series relating to the same segregated portfolio), the proceeds of the issue of which shall be included in the segregated portfolio assets of and accounted for in the segregated portfolio in respect of which the segregated portfolio shares are issued. (2) The proceeds of the issue of shares, other than segregated portfolio shares, shall be included in the segregated portfolio company\u2019s general assets. (3) A segregated portfolio company may pay a dividend or other distribution in respect of segregated portfolio shares of any class or series and whether or not a dividend is declared on any other class or series of segregated portfolio shares or any other shares. (4) Segregated portfolio dividends or other distributions shall be paid on segregated portfolio shares by reference only to the accounts of and to and out of the segregated portfolio assets and liabilities of the segregated portfolio in respect of which the segregated portfolio shares were issued and otherwise in accordance with the rights of such shares.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_218\", \"num\": \"218.\", \"text\": \"Company to act on behalf of portfolios 218. (1) Any act, matter, deed, agreement, contract, instrument under seal or other instrument or arrangement which is to be binding on or to enure to the benefit of a segregated portfolio shall be executed by the segregated portfolio company on behalf of such segregated portfolio which shall be identified or specified, and such execution shall specify that it is in the name of, or by, or for the account of, such segregated portfolio. (2) If a segregated portfolio company is in breach of subsection (1) the directors shall, forthwith upon becoming aware of the breach \u2014 (a) make any necessary enquiries to determine the correct segregated portfolio to which the relevant act, matter, deed, agreement, contract, instrument under seal or other instrument or arrangement should be attributed; (b) make the correct attribution; and (c) notify in writing all persons who are party to the act, matter, deed, agreement, contract, instrument under seal or other instrument or arrangement that was executed, or who may be adversely affected by any such attribution, of that attribution and the parties\u2019 rights under subsection (3). (3) Any person notified under subsection (2)(c) (or who should have been so notified) who objects to an attribution by the directors under subsection (2) may, within thirty days of receiving written notice under that subsection in the case of persons who received such notice, apply to the Court by petition for a re- Companies Act (2026 Revision) attribution; and the Court may, upon hearing the petition and taking account of the intention of the parties and such other factors as are deemed relevant by it, order that the act, matter, deed, agreement, contract, instrument under seal or other instrument or arrangement be deemed to be attributable to a particular segregated portfolio or portfolios or to the general assets (if applicable in particular proportions or on a particular basis) and may make such ancillary orders as may be just and equitable in the case. (4) Any indemnity given by a segregated portfolio company in favour of a director in respect of a liability incurred by such director on behalf of a segregated portfolio shall only be enforceable against the assets of the segregated portfolio in respect of which such liability arose.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_219\", \"num\": \"219.\", \"text\": \"Assets 219. (1) The assets of a segregated portfolio company shall be either segregated portfolio assets or general assets. (2) The segregated portfolio assets comprise the assets of the segregated portfolio company held within or on behalf of the segregated portfolios of the company. (3) The general assets of a segregated portfolio company comprise the assets of the company which are not segregated portfolio assets. (4) The assets of a segregated portfolio comprise \u2014 (a) assets representing the share capital and reserves attributable to the segregated portfolio; and (b) all other assets attributable to or held within the segregated portfolio. (5) In subsection (4) \u2014 \u201creserves\u201d includes profits, retained earnings, capital reserves and share premiums. (6) It shall be the duty of the directors of a segregated portfolio company to establish and maintain (or cause to be established and maintained) procedures \u2014 (a) to segregate, and keep segregated, portfolio assets separate and separately identifiable from general assets; (b) to segregate, and keep segregated, portfolio assets of each segregated portfolio separate and separately identifiable from segregated portfolio assets of any other segregated portfolio; and (c) to ensure that assets and liabilities are not transferred between segregated portfolios or between a segregated portfolio and the general assets otherwise than at full value.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_220\", \"num\": \"220.\", \"text\": \"Segregated portfolio assets 220. Segregated portfolio assets \u2014 Companies Act (2026 Revision) (a) shall only be available and used to meet liabilities to the creditors of the segregated portfolio company and holders of segregated portfolio shares who are creditors or holders of segregated portfolio shares in respect of that segregated portfolio and who shall thereby be entitled to have recourse to the segregated portfolio assets attributable to that segregated portfolio for such purposes; and (b) shall not be available or used to meet liabilities to, and shall be absolutely protected from, the creditors of the segregated portfolio company and holders of segregated portfolio shares who are not creditors or holders of segregated portfolio shares in respect of that segregated portfolio, and who accordingly shall not be entitled to have recourse to the segregated portfolio assets attributable to that segregated portfolio.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_221\", \"num\": \"221.\", \"text\": \"Segregation of liabilities 221. (1) Where a liability of a segregated portfolio company to a person arises from a matter, or is otherwise imposed, in respect of or attributable to a particular segregated portfolio \u2014 (a) such liability shall extend only to, and that person shall, in respect of that liability, be entitled to have recourse only to \u2014 (i) firstly, the segregated portfolio assets attributable to such segregated portfolio; and (ii) secondly, unless specifically prohibited by the articles of association, the segregated portfolio company\u2019s general assets, to the extent that the segregated portfolio assets attributable to such segregated portfolio are insufficient to satisfy the liability, and to the extent that the segregated portfolio company\u2019s general assets exceed any minimum capital amounts lawfully required by a regulatory body in the Islands; and (b) such liability shall not extend to, and that person shall not, in respect of that liability, be entitled to have recourse to the segregated portfolio assets attributable to any other segregated portfolio. (2) Where a liability of a segregated portfolio company to a person arises or is imposed otherwise than from a matter in respect of a particular segregated portfolio or portfolios, such liability shall extend only to, and that person shall, in respect of that liability, be entitled to have recourse only to, the company\u2019s general assets.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_222\", \"num\": \"222.\", \"text\": \"General liabilities and assets 222. (1) Liabilities of a segregated portfolio company not attributable to any of its segregated portfolios shall be discharged from the company\u2019s general assets. Companies Act (2026 Revision) (2) Income, receipts and other property or rights of or acquired by a segregated portfolio company not otherwise attributable to any segregated portfolio shall be applied to and comprised in the company\u2019s general assets.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_223\", \"num\": \"223.\", \"text\": \"Winding-up of company 223. (1) Notwithstanding any statutory provision or rule of law to the contrary, in the winding-up of a segregated portfolio company, the liquidator \u2014 (a) shall deal with the company\u2019s assets only in accordance with the procedures set out in section 219(6); and (b) in discharge of the claims of creditors of the segregated portfolio company and holders of segregated portfolio shares, shall apply the segregated portfolio company\u2019s assets to those entitled to have recourse thereto under this Part. (2) Section 140 shall be modified so that it shall apply in relation to protected segregated portfolio companies in accordance with this Part and, in the event of any conflict between this Part and section 140, this Part shall prevail.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_224\", \"num\": \"224.\", \"text\": \"Receivership orders 224. (1) Subject to subsections (2) to (5), if in relation to a segregated portfolio company, the Court is satisfied \u2014 (a) that the segregated portfolio assets attributable to a particular segregated portfolio of the company (when account is taken of the company\u2019s general assets, unless there are no creditors in respect of that segregated portfolio entitled to have recourse to the company\u2019s general assets) are or are likely to be insufficient to discharge the claims of creditors in respect of that segregated portfolio; and (b) that the making of an order under this section would achieve the purposes set out in subsection (3), the Court may make a receivership order under this section in respect of that segregated portfolio. (2) A receivership order may be made in respect of one or more segregated portfolios. (3) A receivership order shall direct that the business and segregated portfolio assets of or attributable to a segregated portfolio shall be managed by a receiver specified in the order for the purposes of \u2014 (a) the orderly closing down of the business of or attributable to the segregated portfolio; and (b) the distribution of the segregated portfolio assets attributable to the segregated portfolio to those entitled to have recourse thereto. (4) A receivership order \u2014 Companies Act (2026 Revision) (a) may not be made if the segregated portfolio company is in winding up; and (b) shall cease to be of effect upon commencement of the winding up of the segregated portfolio company, but without prejudice to prior acts of the receiver or that person\u2019s agents. (5) No resolution for the voluntary winding up of a segregated portfolio company of which any segregated portfolio is subject to a receivership order shall be effective without leave of the Court.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_225\", \"num\": \"225.\", \"text\": \"Applications for receivership orders 225. (1) An application for a receivership order in respect of a segregated portfolio of a segregated portfolio company may be made by \u2014 (a) the company; (b) the directors of the company; (c) any creditor of the company in respect of that segregated portfolio; (d) any holder of segregated portfolio shares in respect of that segregated portfolio; or (e) in respect of a company licensed under the regulatory laws, the Cayman Islands Monetary Authority where the segregated portfolio company is regulated by the Authority. (2) The Court, on hearing an application \u2014 (a) for a receivership order; or (b) for leave, pursuant to section 224(5), for a resolution for voluntary winding up, may make an interim order or adjourn the hearing, conditionally or unconditionally. (3) Notice of an application to the Court for a receivership order in respect of a segregated portfolio of a segregated portfolio company shall be served upon \u2014 (a) the company; (b) in respect of a company licensed under the regulatory laws, the Cayman Islands Monetary Authority; and (c) such other persons, if any, as the Court may direct, each of whom shall be given an opportunity of making representations to the Court before the order is made.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_226\", \"num\": \"226.\", \"text\": \"Administration of receivership orders 226. (1) The receiver of a segregated portfolio \u2014 (a) may do all such things as may be necessary for the purposes set out in section 224(3); and Companies Act (2026 Revision) (b) shall have all the functions and powers of the directors in respect of the business and segregated portfolio assets of or attributable to the segregated portfolio. (2) The receiver may, at any time, apply to the Court \u2014 (a) for directions as to the extent or exercise of any function or power; (b) for the receivership order to be discharged or varied; or (c) for an order as to any matter acting in the course of that person\u2019s receivership. (3) In exercising that person\u2019s functions and powers the receiver shall be deemed to act as the agent of the segregated portfolio company, and shall not incur personal liability except to the extent that that person is fraudulent, reckless, negligent, or acts in bad faith. (4) Any person dealing with the receiver in good faith is not concerned to enquire whether the receiver is acting within that person\u2019s powers. (5) When an application has been made for, and during the period of operation of, a receivership order, no suit, action or other proceedings shall be instituted against the segregated portfolio company in relation to the segregated portfolio in respect of which the receivership order was made except by leave of the Court, which may be conditional or unconditional. (6) During the period of operation of a receivership order \u2014 (a) the functions and powers of the directors shall cease in respect of the business of or attributable to, and the segregated portfolio assets of or attributable to, the segregated portfolio in respect of which the order was made; and (b) the receiver of the segregated portfolio shall be entitled to be present at all meetings of the segregated portfolio company and to vote at such meetings, as if that person were a director of the segregated portfolio company, in respect of the general assets of the company, unless there are no creditors in respect of that segregated portfolio entitled to have recourse to the company\u2019s general assets.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_227\", \"num\": \"227.\", \"text\": \"Discharge of receivership orders 227. (1) The Court shall not discharge a receivership order unless it appears to the Court that the purpose for which the order was made has been achieved, substantially achieved or is incapable of achievement. (2) The Court, on hearing an application for the discharge or variation of a receivership order, may make any interim order or adjourn the hearing, conditionally or unconditionally. (3) Upon the Court discharging a receivership order in respect of a segregated portfolio of a segregated portfolio company on the ground that the purpose for Companies Act (2026 Revision) which the order was made has been achieved or substantially achieved, the Court may direct that any payment made by the receiver to any creditor of the company in respect of that segregated portfolio shall be deemed full satisfaction of the liabilities of the company to that creditor in respect of that segregated portfolio, and the creditor\u2019s claims against the company in respect of that segregated portfolio shall be thereby deemed extinguished.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_228\", \"num\": \"228.\", \"text\": \"Remuneration of receiver 228. The remuneration of a receiver and any expenses properly incurred by that person shall be payable, in priority to all other claims, from the segregated portfolio assets attributable to the segregated portfolio in respect of which the receiver was appointed but not from any other assets of the segregated portfolio company. 228A. Termination and re-instatement 228A.(1) Where a segregated portfolio has no segregated portfolio assets or liabilities of the segregated portfolio company attributable to it, the segregated portfolio company may by resolution of its directors (or such other authority as may be provided for in, and subject to the provisions of, its articles of association) terminate such segregated portfolio. (2) A segregated portfolio company may by resolution of its directors (or such other authority as may be provided for in, and subject to the provisions of, its articles of association) reinstate a segregated portfolio which has been terminated under subsection (1). Part 15 \u2013 Prohibition on Bearer Shares\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_229\", \"num\": \"229.\", \"text\": \"Issue of bearer shares prohibited 229. (1) Notwithstanding any provision in this Act to the contrary, a company incorporated under this Act shall not issue bearer shares. (2) In relation to a company which has been struck off the companies register, subsection (1) applies to that company if the company is reinstated. (3) An order of the Court shall not permit a company which has been struck off the companies register to be reinstated with bearer shares in issue. (4) Bearer shares issued prior to the commencement of the Companies (Amendment) (No. 3) Act, 2020 [Act 60 of 2020] or issued contrary to subsection (1) shall be void.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_230\", \"num\": \"230.\", \"text\": \"Repealed 230. Repealed by section 5 of the Companies (Amendment) (No. 3) Act, 2020 [Act 60 of 2020]. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_231\", \"num\": \"231.\", \"text\": \"Repealed 231. Repealed by section 5 of the Companies (Amendment) (No. 3) Act, 2020 [Act 60 of 2020]. 231A. Repealed 231A. Repealed by section 5 of the Companies (Amendment) (No. 3) Act, 2020 [Act 60 of 2020]. PART 16 \u2013 Merger, Consolidation and Conversion\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_232\", \"num\": \"232.\", \"text\": \"Definitions in this Part 232. In this Part \u2014 \u201cconsolidated company\u201d means the new company that results from the consolidation of two or more constituent companies; \u201cconsolidation\u201d means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies in the consolidated company; \u201cconstituent company\u201d means a company that is participating in a merger or consolidation with one or more other companies; \u201cfoundation company\u201d means a company which is issued a declaration that it is a foundation company under section 5 of the Foundation Companies Act (2025 Revision); \u201cLLC agreement\u201d has the meaning assigned by section 2 of the Limited Liability Companies Act (2025 Revision); \u201cmerger\u201d means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company; \u201cparent company\u201d means, with respect to another company, a company that holds issued shares that together represent at least ninety per cent of the votes at a general meeting of that other company; \u201csubsidiary company\u201d means, with respect to another company, a company of which that other company is the parent company; and \u201csurviving company\u201d means the sole remaining constituent company into which one or more other constituent companies are merged. Companies Act (2026 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_233\", \"num\": \"233.\", \"text\": \"Merger and consolidation 233. (1) Without prejudice to sections 86 and 87, but subject to section 239A, two or more companies limited by shares and incorporated under this Act, may, subject to any express provisions to the contrary in the memorandum and articles of association of any of such companies, merge or consolidate in accordance with subsections (3) to (15). (2) Nothing in this Part shall derogate from the Authority\u2019s powers in relation to any constituent company that is a licensee under the regulatory laws and that proposes to participate in a merger or consolidation, or from a constituent company\u2019s obligations under the regulatory laws. (3) The directors of each constituent company that proposes to participate in a merger or consolidation shall on behalf of the constituent company of which they are directors approve a written plan of merger or consolidation. (4) The plan referred to in subsection (3) shall give particulars of the following matters \u2014 (a) the name of each constituent company and the name of the surviving or consolidated company; (b) the registered office of each constituent company; (c) in respect of each constituent company, the designation and number of each class of shares; (d) the date on which it is intended that the merger or consolidation is to take effect, if it is intended to take effect in accordance with section 234, and not in accordance with subsection (13); (e) the terms and conditions of the proposed merger or consolidation, including where applicable, the manner and basis of converting shares in each constituent company into shares in the consolidated or surviving company or into other property as provided in subsection (5); (f) the rights and restrictions attaching to the shares in the consolidated or surviving company; (g) in respect of a merger, any proposed amendments to the memorandum of association and articles of association of the surviving company, or if none are proposed, a statement that the memorandum of association and articles of association of the surviving company immediately prior to merger shall be its memorandum of association and articles of association after the merger; (h) in respect of a consolidation, the proposed new memorandum of association and articles of association of the consolidated company; (i) any amount or benefit paid or payable to any director of a constituent company, a consolidated company or a surviving company consequent upon the merger or consolidation; Companies Act (2026 Revision) (j) the name and address of any secured creditor of a constituent company and of the nature of the secured interest held; and (k) the names and addresses of the directors of the surviving or consolidated company. (5) Some or all of the shares whether of different classes or of the same class in each constituent company may be converted into or exchanged for different types of property (consisting of shares, debt obligations or other securities in the surviving company or consolidated company or any other corporate entity, or money or other property, or a combination thereof) as provided in the plan of merger or consolidation. (6) A plan of merger or consolidation shall be authorised by each constituent company by way of \u2014 (a) a special resolution of the members of each such constituent company; and (b) such other authorisation, if any, as may be specified in such constituent company\u2019s articles of association. (7) Notwithstanding subsection (6)(a), if a parent company incorporated under this Act is seeking to merge with one or more of its subsidiary companies incorporated under this Act, a special resolution under that subsection of the members of such constituent companies is not required if a copy of the plan of merger is given to every member of each subsidiary company to be merged unless that member agrees otherwise. (8) The consent of each holder of a fixed or floating security interest of a constituent company in a proposed merger or consolidation shall be obtained but if such secured creditor does not grant that person\u2019s consent then the Court may upon application of the constituent company that has issued the security waive the requirement for such consent upon such terms as to security to be issued by the consolidated or surviving company or otherwise as the Court considers reasonable. (9) After obtaining any authorisations and consents under subsections (6) and (8), the plan of merger or consolidation shall be signed by a director on behalf of each constituent company and filed with the Registrar together with, in relation to each constituent company \u2014 (a) a certificate of good standing; (b) a director\u2019s declaration that the constituent company is, and the consolidated or surviving company will be, immediately after merger or consolidation, able to pay its debts as they fall due; (c) a director\u2019s declaration that the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the constituent companies; (d) a director\u2019s declaration that \u2014 Companies Act (2026 Revision) (i) no petition or other similar proceeding has been filed and remains outstanding, and that no order has been made or resolution adopted to wind up the company in any jurisdiction; (ii) no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the constituent company, its affairs, or its property or any part thereof; and (iii) no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the constituent company are, and continue to be, suspended or restricted; (e) a director\u2019s declaration of the assets and liabilities of the constituent company made up to the latest practicable date before the making of the declaration; (f) in the case of a constituent company that is not a surviving company, a director\u2019s declaration that the constituent company has retired from any fiduciary office held or will do so immediately prior to merger or consolidation; (g) an undertaking that a copy of the certificate of merger or consolidation under subsection (11) will be given to the members and creditors of the constituent company and that notification of the merger or consolidation will be published in the Gazette; and (h) a director\u2019s declaration, where relevant, that the constituent company has complied with any applicable requirements under the regulatory laws. (10) A director\u2019s declaration under subsection (9) shall be in writing, signed by, and shall include the full name and address of, the director making the declaration. (11) Upon payment of the applicable fees under this Act and upon the Registrar being satisfied that the requirements of subsection (9) in respect of the merger or consolidation have been complied with and that the name of the consolidated company complies with section 30, the Registrar shall register the plan of merger or consolidation including any new or amended memorandum and articles of association and issue a certificate of merger or consolidation under that person\u2019s hand and seal of office, and in the case of a consolidation section 27 shall apply in relation to the consolidated company. (12) A certificate of merger or consolidation issued by the Registrar shall be prima facie evidence of compliance with all requirements of this Act in respect of the merger or consolidation. (13) Subject to section 234, a merger or consolidation shall be effective on the date the plan of merger or consolidation is registered by the Registrar. Companies Act (2026 Revision) (14) A person who, being a director, makes a false declaration under subsection (9) commits an offence and is liable on summary conviction to a fine of twenty thousand dollars or to imprisonment for five years, or both. (15) In any proceedings for an offence under subsection (14) it shall be a defence for the person charged to prove that that person took all reasonable precautions and exercised all due diligence to avoid the commission of such an offence by that person or any person under that person\u2019s control. (16) Any director\u2019s declaration pursuant to this section may be given in the form of a declaration or an affidavit, as the director may determine. 233A. Conversion of a limited liability company to an exempted company 233A.(1) Subject to this section, a limited liability company (the \u201cconversion applicant\u201d) may be re-registered as an exempted company if \u2014 (a)  the conversion applicant \u2014 (i)  resolves to be so re-registered upon the affirmative vote or written consent of at least two-thirds of the members of the conversion applicant; or (ii)  is expressly permitted in the conversion applicant\u2019s LLC agreement to provide an alternative vote, written consent or any other form of authorisation for the conversion (the \u201cconversion consent\u201d) as may be provided for in the agreement; and (b)  the conversion applicant applies to the Registrar for re-registration and submits the documents under subsection (3). (2)  The conversion consent under subsection (1)(a) shall adopt \u2014 (a)  a registration declaration for the conversion applicant as an exempted company; and (b)  memorandum and articles of association in conformity with the requirements of this Act to take effect upon re-registration of the conversion applicant. (3)  The application shall be signed by a manager or authorised person of the conversion applicant and accompanied by a copy of the registration declaration under subsection (2)(a) and a certificate of good standing for the conversion applicant. (4)  The conversion applicant shall submit with an application under subsection (1)(b) a re-registration fee equal to the annual fee payable by an exempted company pursuant to section 169(1). Companies Act (2026 Revision) (5)  If, on an application under this section, the Registrar is satisfied that a conversion applicant may be re-registered under this section as an exempted company, the Registrar shall \u2014 (a)  retain (in a form that the Registrar may determine) the application and other documents delivered to the Registrar under this section; (b)  issue to the conversion applicant a certificate of re-registration stating that the conversion applicant has been re-registered as an exempted company; and (c)  enter details in the Register in respect of the exempted company\u2019s reregistration as the Registrar considers appropriate. (6)  Subject to subsection (7), upon the issue of a certificate of re-registration to an exempted company under subsection (5)(b) \u2014 (a)  the conversion applicant, by virtue of the issue of that certificate, becomes an exempted company; (b)  the memorandum and articles of association adopted in the conversion consent shall take effect, the conversion applicant shall cease to be registered as a limited liability company (and the register of limited liability companies shall be updated accordingly) and the LLC agreement of the conversion applicant shall cease to have effect; (c)  the members of the conversion applicant shall be deemed shareholders of the exempted company and shall receive shares with a nominal or par value, at a discount or at a premium as is provided in the conversion consent under subsection (1)(a); and (d)  any tax undertaking given to the conversion applicant pursuant to section 58 of the Limited Liability Companies Act (2025 Revision) shall not apply from the date of the re-registration and the exempted company may apply for an undertaking pursuant to section 6 of the Tax Concessions Act (2018 Revision). (7)  Subsection (6) shall not operate \u2014 (a) to create a new legal entity; (b)  to prejudice or affect the identity or continuity of the conversion applicant; (c)  to affect the property of the conversion applicant; (d)  to affect any appointment made, resolution passed or any other act or thing done in relation to the conversion applicant pursuant to a power conferred by the LLC agreement of the conversion applicant or by the laws of the Islands; (e)  except to the extent provided by or pursuant to subsection (6)(b), to affect the rights, powers, authorities, functions and liabilities or obligations of the conversion applicant or any other person; or Companies Act (2026 Revision) (f)  to render defective any legal proceedings by or against the conversion applicant. (8)  Any legal proceedings that could have been continued or commenced by or against the conversion applicant before its re-registration under this section may, notwithstanding the re-registration, be continued or commenced by or against the conversion applicant after re-registration. (9)  A certificate of re-registration issued under this section is conclusive evidence that \u2014 (a)  the requirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with; and (b)  the conversion applicant is an exempted company. 233B. Conversion of a foundation company to an exempted company 233B.(1) Subject to this section, a foundation company (the \u201cconversion applicant\u201d) may be re-registered as an exempted company if \u2014 (a)  the conversion applicant passes a special resolution that it should be so reregistered; and (b)  the conversion applicant applies to the Registrar for re-registration and submits the documents specified by the Registrar under subsection (3). (2)  The special resolution under subsection (1)(a) shall adopt \u2014 (a)  a registration declaration for the conversion applicant as an exempted company; and (b)  memorandum and articles of association in conformity with the requirements of this Act to take effect upon re-registration of the conversion applicant. (3)  An application under subsection (1)(b) shall be signed by a director or authorised person of the conversion applicant, and accompanied by a copy of the registration declaration under subsection (2)(a) and a certificate of good standing for the conversion applicant. (4)  The conversion applicant shall submit with an application under subsection (1)(b), a re-registration fee equal to the annual fee payable by an exempted company pursuant to section 169(1). (5)  If, on an application under this section, the Registrar is satisfied that a conversion applicant may be re-registered under this section as an exempted company, the Registrar shall \u2014 (a)  retain (in such form as the Registrar may determine) the application and other documents delivered to the Registrar under this section; Companies Act (2026 Revision) (b)  issue to the conversion applicant a certificate of re-registration stating that the conversion applicant has been re-registered as an exempted company; and (c)  enter such details in the Register in respect of the exempted company\u2019s reregistration as the Registrar considers appropriate. (6)  Subject to subsection (7), upon the issue of a certificate of re-registration to an exempted company under subsection (5)(b) \u2014 (a)  the conversion applicant, by virtue of the issue of that certificate, becomes an exempted company; (b)  the memorandum and articles of association adopted in the special resolution shall take effect and the conversion applicant shall cease to be registered as a foundation company (and the register of foundation companies shall be updated accordingly) and the memorandum and adopted articles of the conversion applicant shall cease to have effect; and (c)  any tax undertaking given to the conversion applicant shall not apply from the date of the re-registration and the exempted company may apply to the Cabinet for an undertaking pursuant to section 6 of the Tax Concessions Act (2018 Revision). (7)  Subsection (6) shall not operate \u2014 (a)  to create a new legal entity; (b)  to prejudice or affect the identity or continuity of the conversion applicant; (c)  to affect the property of the conversion applicant; (d)  to affect any appointment made, resolution passed or any other act or thing done in relation to the conversion applicant pursuant to a power conferred by the memorandum and the adopted articles of the conversion applicant or by the laws of the Islands; (e)  except to the extent provided by or pursuant to subsection (6)(b), to affect the rights, powers, authorities, functions and liabilities or obligations of the conversion applicant or any other person; or (f)  to render defective any legal proceedings by or against the conversion applicant, and any legal proceedings that could have been continued or commenced by or against the conversion applicant before its reregistration hereunder may, notwithstanding the re-registration, be continued or commenced by or against the conversion applicant after reregistration. (8)  A certificate of re-registration issued under this section is conclusive evidence that \u2014 (a)  the requirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with; and Companies Act (2026 Revision) (b)  the conversion applicant is an exempted company.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_234\", \"num\": \"234.\", \"text\": \"Delay of effective date 234. A plan of merger or consolidation may provide that such merger or consolidation shall not become effective until a specified date or until the date of the occurrence of a specified event subsequent to the date on which the plan of merger or consolidation is registered by the Registrar, but such date shall not be a date later than the ninetieth day after the date of such registration.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_235\", \"num\": \"235.\", \"text\": \"Termination or amendment 235. (1) A plan of merger or consolidation may contain a provision that at any time prior to the date that the plan becomes effective it may be \u2014 (a) terminated by the directors of any constituent company; or (b) amended by the directors of the constituent companies to \u2014 (i) change the name of the consolidated company; (ii) change the effective date of the merger or consolidation, provided that the new effective date complies with section 234; and (iii) effect any other changes to the plan as the plan may expressly authorise the directors to effect in their discretion. (2) If the plan of merger or consolidation is terminated or amended after it has been filed with the Registrar but before it has become effective, notice of termination or amendment of the plan shall be filed with the Registrar, and shall have effect on the date of registration by the Registrar after that person has satisfied that person\u2019s self in accordance with section 233(11). (3) A copy of the notice under subsection (2) shall be sent to any person entitled to vote on, consent to or be notified of the plan of merger or consolidation in accordance with section 233. (4) The notice of termination or amendment filed in accordance with subsection (2) shall identify the plan of merger or consolidation that is to be terminated or amended and shall state that the plan has been terminated or state the amendments made and in the former case, the Registrar shall issue a certificate of termination.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_236\", \"num\": \"236.\", \"text\": \"Effect of merger or consolidation 236. (1) As soon as a merger or consolidation becomes effective \u2014 (a) in the case of a consolidation, the new memorandum of association and articles of association filed with the plan of consolidation shall immediately become the memorandum of association and articles of association of the consolidated company; Companies Act (2026 Revision) (b) the rights, the property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges of each of the constituent companies, shall immediately vest in the surviving or consolidated company; and (c) subject to any specific arrangements entered into by the relevant parties, the surviving or consolidated company shall be liable for and subject, in the same manner as the constituent companies, to all mortgages, charges or security interests, and all contracts, obligations, claims, debts, and liabilities of each of the constituent companies. (2) Where a merger or consolidation occurs \u2014 (a) an existing claim, cause or proceeding, whether civil (including arbitration) or criminal pending at the time of the merger or consolidation by or against a constituent company, shall not be abated or discontinued by the merger or consolidation but shall be continued by or against the surviving or consolidated company; and (b) a conviction, judgment, ruling, order or claim, due or to become due, against a constituent company, shall not be released or impaired by the merger or consolidation, but shall apply to the surviving or consolidated company instead of to the constituent company. (3) Upon a merger or consolidation becoming effective, the Registrar shall strike off the register \u2014 (a) a constituent company that is not the surviving company in a merger; or (b) a constituent company that participates in a consolidation, and section 158 shall apply. (4) The cessation of a constituent company that participates in a consolidation or that is not the surviving company in a merger shall not be a winding up within Part 5.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_237\", \"num\": \"237.\", \"text\": \"Merger or consolidation with overseas company 237. (1) Subject to section 239A, one or more companies incorporated under this Act may merge or consolidate with one or more overseas companies in accordance with subsections (2) to (18). (2) Where the surviving or consolidated company is to be a company existing under this Act, in addition to compliance by each constituent company incorporated under this Act with section 233(3) to (10) the Registrar is required to be satisfied in respect of any constituent overseas company that \u2014 (a) the merger or consolidation is permitted or not prohibited by the constitutional documents of the constituent overseas company and by the laws of the jurisdiction in which the constituent overseas company is Companies Act (2026 Revision) existing, and that those laws and any requirements of those constitutional documents have been or will be complied with; (b) no petition or other similar proceeding has been filed and remains outstanding, and no order has been made or resolution adopted to wind up or liquidate the constituent overseas company in the jurisdiction in which the constituent overseas company is existing; (c) no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the constituent overseas company, its affairs or its property or any part thereof; (d) no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the constituent overseas company are and continue to be suspended or restricted; (e) the constituent overseas company is able to pay its debts as they fall due and the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the constituent overseas company; (f) in respect of the transfer of any security interest granted by the constituent overseas company to the surviving or consolidated company \u2014 (i) consent or approval to the transfer has been obtained, released or waived; (ii) the transfer is permitted by and has been approved in accordance with the constitutional documents of the constituent overseas company; and (iii) the laws of the jurisdiction of the constituent overseas company with respect to the transfer have been or will be complied with; (g) the constituent overseas company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and (h) there is no other reason why it would be against the public interest to permit the merger or consolidation. (3) Subsection (2)(a) to (g) shall be satisfied by filing with the Registrar a declaration of a director of the surviving or consolidated company to the effect that, having made due enquiry, that person is of the opinion that the requirements of those paragraphs have been met; and \u2014 (a) the declaration shall include a statement of the assets and liabilities of the constituent overseas company made up to the latest practicable date before making the declaration; and (b) a director of the surviving or consolidated company shall be deemed to have made due enquiry for the purposes of subsection (2)(a) to (g) and this subsection if such director has obtained from a director of the constituent Companies Act (2026 Revision) overseas company a declaration that the requirements of subsection 2(a) to (g) have been met with respect to such constituent overseas company. (4) A person who, being a director, makes a false declaration under subsection (3) commits an offence and is liable on summary conviction to a fine of twenty thousand dollars or to imprisonment for five years, or both. (5) In any proceedings for an offence under subsection (4), it shall be a defence for the person charged to prove that that person took all reasonable precautions and exercised all due diligence to avoid the commission of such an offence by that person or any person under that person\u2019s control. (6) Where the surviving or consolidated company is to be established under this Act, upon payment of the applicable fees under this Act and upon the Registrar being satisfied that the requirements of subsection (2) in respect of the merger or consolidation have been complied with and that the name of the consolidated company complies with section 30, the Registrar shall register the plan of merger or consolidation including any new or amended memorandum and articles of association and issue a certificate of merger or consolidation under that person\u2019s hand and seal of office, and in the case of a consolidation section 27 shall apply in relation to the consolidated company. (7) Where the surviving or consolidated company is to be an overseas company the Registrar is required to be satisfied, in addition to compliance with section 233(2) to (10) (excluding section 233(9)(g)), by each constituent company incorporated under this Act, that \u2014 (a) the merger or consolidation is permitted or not prohibited by the constitutional documents of the constituent overseas company and by the laws of the jurisdiction in which the constituent overseas company is existing, and that those laws and any requirements of those constitutional documents have been or will be complied with; (b) no petition or other similar proceeding has been filed and remains outstanding, and no order has been made or resolution adopted to wind up or liquidate the constituent overseas company in any jurisdiction; (c) no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the surviving company, its affairs or its property or any part thereof; (d) no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the surviving company are suspended or restricted; and (e) there are no reasons why it would be against the public interest to allow the merger or consolidation. (8) Subsection (7)(a) to (d) shall be satisfied by filing with the Registrar a declaration of a director of each constituent company incorporated under this Companies Act (2026 Revision) Act to the effect that, having made due enquiry, that person is of the opinion that the requirements of those paragraphs have been met; and a director of each constituent company incorporated under this Act shall be deemed to have made due enquiry for the purposes of subsection (7)(a) to (d) and this subsection (8) if such director has obtained from a director of the constituent overseas company a declaration that the requirements of subsection (7)(a) to (d) have been met with respect to such constituent overseas company. (9) A person who, being a director, makes a false declaration under subsection (8) commits an offence and is liable on conviction to a fine of twenty thousand dollars or to imprisonment for five years, or both. (10) Where the surviving or consolidated company is to be an overseas company, the surviving or consolidated overseas company shall file with the Registrar \u2014 (a) an undertaking that it will promptly pay to the dissenting members of a constituent company incorporated under this Act the amount, if any, to which they are entitled under section 238; and (b) such evidence of the merger or consolidation from the jurisdiction of the surviving or consolidated overseas company as the Registrar considers acceptable, such evidence to include the effective date of the merger or consolidation. (11) The effect of a merger or consolidation where the surviving or consolidated company is to be an overseas company under this section is the same as in the case of a merger or consolidation under this Part if the surviving or consolidated company is incorporated or established under this Act, and all of the relevant provisions of this Part apply, except insofar as the laws of the jurisdiction of the surviving or consolidated overseas company otherwise provide. (12) For the purposes of this section \u2014 (a) any references in section 233 to the shares of any constituent company shall be deemed to include references to any other equity interests in such constituent company; (b) any references in section 233 to memoranda and articles of association shall be deemed to include references to the equivalent organisational documents of an overseas company; and (c) any reference in section 233 or this section to a director of a company shall be deemed to include a reference to any officer, member or other person (howsoever called) in whom the management of an overseas company is vested. (13) Where the surviving or consolidated company is to be an overseas company, upon payment of the applicable fees under this Act and upon the Registrar being satisfied that the requirements of subsections (7) and (10) have been complied with the Registrar shall, where the overseas company is the surviving or Companies Act (2026 Revision) consolidated company, strike off constituent companies incorporated pursuant to this Act from the register and issue a certificate of strike off by way of merger or consolidation with an overseas company; and section 158 shall apply to the constituent companies so struck off. (14) A certificate of strike off by way of merger or consolidation with an overseas company issued by the Registrar shall be prima facie evidence of compliance with all requirements of this Act in respect of such merger or consolidation. (15) Subject to section 234, a merger or consolidation shall be effective on the date the plan of merger or consolidation is registered by the Registrar. (16) The issuance of a certificate of merger or consolidation relating to the merger or consolidation of an overseas company registered under Part 9 shall be deemed to constitute notice to the Registrar pursuant to section 192. (17) Any declaration of a director pursuant to this section may be given in the form of a declaration or an affidavit, as the director may determine. (18) The Registrar shall submit a copy of the certificate of strike off by way of merger or consolidation issued under subsection (13) to the Authority.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_238\", \"num\": \"238.\", \"text\": \"Rights of dissenters 238. (1) A member of a constituent company incorporated under this Act shall be entitled to payment of the fair value of that person\u2019s shares upon dissenting from a merger or consolidation. (2) A member who desires to exercise that person\u2019s entitlement under subsection (1) shall give to the constituent company, before the vote on the merger or consolidation, written objection to the action. (3) An objection under subsection (2) shall include a statement that the member proposes to demand payment for that person\u2019s shares if the merger or consolidation is authorised by the vote. (4) Within twenty days immediately following the date on which the vote of members giving authorisation for the merger or consolidation is made, the constituent company shall give written notice of the authorisation to each member who made a written objection. (5) A member who elects to dissent shall, within twenty days immediately following the date on which the notice referred to in subsection (4) is given, give to the constituent company a written notice of that person\u2019s decision to dissent, stating \u2014 (a) that person\u2019s name and address; (b) the number and classes of shares in respect of which that person dissents; and (c) a demand for payment of the fair value of that person\u2019s shares. Companies Act (2026 Revision) (6) A member who dissents shall do so in respect of all shares that that person holds in the constituent company. (7) Upon the giving of a notice of dissent under subsection (5), the member to whom the notice relates shall cease to have any of the rights of a member except the right to be paid the fair value of that person\u2019s shares and the rights referred to in subsections (12) and (16). (8) Within seven days immediately following the date of the expiration of the period specified in subsection (5), or within seven days immediately following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company shall make a written offer to each dissenting member to purchase that person\u2019s shares at a specified price that the company determines to be their fair value; and if, within thirty days immediately following the date on which the offer is made, the company making the offer and the dissenting member agree upon the price to be paid for that person\u2019s shares, the company shall pay to the member the amount in money forthwith. (9) If the company and a dissenting member fail, within the period specified in subsection (8), to agree on the price to be paid for the shares owned by the member, within twenty days immediately following the date on which the period expires \u2014 (a) the company shall (and any dissenting member may) file a petition with the Court for a determination of the fair value of the shares of all dissenting members; and (b) the petition by the company shall be accompanied by a verified list containing the names and addresses of all members who have filed a notice under subsection (5) and with whom agreements as to the fair value of their shares have not been reached by the company. (10) A copy of any petition filed under subsection (9)(a) shall be served on the other party; and where a dissenting member has so filed, the company shall within ten days after such service file the verified list referred to in subsection (9)(b). (11) At the hearing of a petition, the Court shall determine the fair value of the shares of such dissenting members as it finds are involved, together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. (12) Any member whose name appears on the list filed by the company under subsection (9)(b) or (10) and who the Court finds are involved may participate fully in all proceedings until the determination of fair value is reached. (13) The order of the Court resulting from proceeding on the petition shall be enforceable in such manner as other orders of the Court are enforced, whether the company is incorporated under the laws of the Islands or not. Companies Act (2026 Revision) (14) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances; and upon application of a member, the Court may order all or a portion of the expenses incurred by any member in connection with the proceeding, including reasonable attorneys\u2019 fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares which are the subject of the proceeding. (15) Shares acquired by the company pursuant to this section shall be cancelled and, if they are shares of a surviving company, they shall be available for re-issue. (16) The enforcement by a member of that person\u2019s entitlement under this section shall exclude the enforcement by the member of any right to which that person might otherwise be entitled by virtue of that person holding shares, except that this section shall not exclude the right of the member to institute proceedings to obtain relief on the ground that the merger or consolidation is void or unlawful.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_239\", \"num\": \"239.\", \"text\": \"Limitation on rights of dissenters 239. (1) No rights under section 238 shall be available in respect of the shares of any class for which an open market exists on a recognised stock exchange or recognised interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5), but this section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section  233 or 237 to accept for such shares anything except \u2014 (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognised interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c). (2) Repealed by section 11 of the Companies (Amendment) (No. 2) Act, 2018 [Law 46 of 2018]. 239A. Prohibition on being a segregated portfolio company 239A. No constituent company incorporated under this Act or any consolidated company existing under this Act may be a segregated portfolio company. Companies Act (2026 Revision) PART 17 - International Co-operation\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_240\", \"num\": \"240.\", \"text\": \"Definitions in this Part 240. In this Part \u2014 \u201cdebtor\u201d means a foreign corporation or other foreign legal entity subject to a foreign bankruptcy proceeding in the country in which it is incorporated or established; \u201cforeign bankruptcy proceeding\u201d includes proceedings for the purpose of reorganising or rehabilitating an insolvent debtor; and \u201cforeign representative\u201d means a trustee, liquidator or other official appointed in respect of a debtor for the purposes of a foreign bankruptcy proceeding.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_241\", \"num\": \"241.\", \"text\": \"Ancillary orders 241. (1) Upon the application of a foreign representative the Court may make orders ancillary to a foreign bankruptcy proceeding for the purposes of \u2014 (a) recognising the right of a foreign representative to act in the Islands on behalf of or in the name of a debtor; (b) enjoining the commencement or staying the continuation of legal proceedings against a debtor; (c) staying the enforcement of any judgment against a debtor; (d) requiring a person in possession of information relating to the business or affairs of a debtor to be examined by and produce documents to its foreign representative; and (e) ordering the turnover to a foreign representative of any property belonging to a debtor. (2) An ancillary order may only be made under subsection (1)(d) against \u2014 (a) the debtor itself; or (b) a person who was or is a relevant person as defined in section 103(1).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_242\", \"num\": \"242.\", \"text\": \"Criteria upon which the Court\u2019s discretion shall be exercised 242. (1) In determining whether to make an ancillary order under section 241, the Court shall be guided by matters which will best assure an economic and expeditious administration of the debtor\u2019s estate, consistent with \u2014 (a) the just treatment of all holders of claims against or interests in a debtor\u2019s estate wherever they may be domiciled; (b) the protection of claim holders in the Islands against prejudice and inconvenience in the processing of claims in the foreign bankruptcy proceeding; Companies Act (2026 Revision) (c) the prevention of preferential or fraudulent dispositions of property comprised in the debtor\u2019s estate; (d) the distribution of the debtor\u2019s estate amongst creditors substantially in accordance with the order prescribed by Part 5; (e) the recognition and enforcement of security interests created by the debtor; (f) the non-enforcement of foreign taxes, fines and penalties; and (g) comity. (2) In the case of a debtor which is registered under Part 9, the Court shall not make an ancillary order under section 241 without also considering whether it should make a winding up order under Part 5 in respect of its local branch.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_243\", \"num\": \"243.\", \"text\": \"Publication of foreign bankruptcy proceedings 243. (1) Where a company incorporated under Part 2 or registered under Part 9 is made the subject of a foreign bankruptcy proceeding, notice of this fact shall be filed with the Registrar and published in the Gazette. (2) The notice shall contain the prescribed particulars and shall be filed by the company\u2019s liquidator or, if no liquidator has been appointed under this Act, by its directors within fourteen days of the date upon which the foreign bankruptcy proceeding commenced. (3) A liquidator or a director who fails to comply with this section commits an offence and is liable on summary conviction to a fine of ten thousand dollars. PART 17A \u2013 REPEALED 244-281.Repealed 244-281. Repealed by section 4 of the Companies (Amendment) Act, 2023 [Act 15 of 2023]. PART 17B \u2013 REPEALED 281A-H.Repealed 281A-H. Repealed by section 4 of the Companies (Amendment) Act, 2023 [Act 15 of 2023]. Companies Act (2026 Revision) PART 18 - Miscellaneous 282. Amendment of schedules 282. The Cabinet may by Order amend Schedule 4 or Schedule 5. 283. Regulations 283. (1)  The Cabinet may make regulations prescribing all 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, including regulations to prescribe any fees payable under this Act. (2)  Regulations made under this Act may \u2014 (a)  make different provision in relation to different cases or circumstances; (b)  apply in respect of particular persons or particular cases or particular classes of persons or particular classes of cases and define a class by reference to any circumstances whatsoever; and (c)  contain such transitional, consequential, incidental or supplementary provisions as appear to the Cabinet to be necessary or expedient for the purposes of the regulations. (3)  Regulations made under this Act may create an offence punishable by a fine not exceeding twenty thousand dollars. (4)  Fees prescribed for the purpose of this Act need bear no relationship to the cost of providing any service. 284. Validation of payment and collection of fees 284. The payment of fees to, and the charging and collection of fees by, the Registrar without statutory authority for any service provided by the Registrar prior to 1st January, 2025, the commencement date of the Companies (Amendment and Validation) Act, 2024 [Act 11 of 2024] are \u2014 (a)  validated; and (b)  taken to have been lawfully charged by, paid to and collected by the Registrar, as if the Registrar was empowered under the Companies Act (2023 Revision) as amended by the Companies (Amendment and Validation) Act, 2024 [Act 11 of 2024] to charge and collect those fees. Companies Act (2026 Revision) 285. Orders or determinations by court not affected 285. The Companies (Amendment and Validation) Act, 2024 [Act 11 of 2024] does not affect any order or determination made by a court with respect to fees charged by, paid to and collected by the Registrar without statutory authority for any service provided by the Registrar prior to 1st January, 2025, the commencement date of the Companies (Amendment and Validation) Act, 2024 [Act 11 of 2024]. Companies Act (2026 Revision) SCHEDULE 1 SCHEDULE 1 (section 22(1)) Table A Regulations for Management of a Company Limited by Shares Preliminary 1. (1) In these regulations \u2014 \u201cprincipal Act\u201d means the Companies Act (2026 Revision). (2) Where any provision of the principal Act is referred to, the reference is to that provision as modified by any law for the time being in force. (3) Unless the context otherwise requires, expressions defined in the principal Act or any statutory modification thereof in force at the date at which these regulations become binding on the company, shall have the meanings so defined. Shares 2. Subject to the provisions, if any, in that behalf of the memorandum of association, and without prejudice to any special rights previously conferred on the holders of existing shares, any share may be issued with such preferred, deferred or other special rights, or such restrictions, whether in regard to dividend, voting, return of share capital or otherwise as the company may, from time to time, by special resolution determine, and any preference share may, with the sanction of a special resolution, be issued on the terms that it is, or at the option of the company is liable, to be redeemed. 3. If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied with the consent in writing of the holders of seventy-five per cent of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class. To every such separate general meeting the provisions of these regulations relating to general meetings shall, mutatis mutandis, apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll. SCHEDULE 1 Companies Act  (2026 Revision) 4. Every person whose name is entered as a member in the register of members shall, without payment, be entitled to a certificate of the company specifying the share or shares held by that person and the amount paid up thereon: Provided that in respect of a share or shares held jointly by several persons the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all. 5. If a share certificate is defaced, lost or destroyed it may be renewed on payment of such fee, if any, not exceeding twenty cents and on such terms, if any, as to evidence and indemnity, as the directors think fit. Lien 6. The company shall have a lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share, and the company shall also have a lien on all shares (other than fully paid shares) standing registered in the name of a single person for all moneys presently payable by that person or that person\u2019s estate to the company; but the directors may, at any time, declare any share to be wholly or in part exempt from this regulation. The company\u2019s lien, if any, on a share shall extend to all dividends payable thereon. 7. The company may sell, in such manner as the directors think fit, any shares in which the company has a lien, but no sale shall be made unless some amount in respect of which the lien exists is presently payable nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or the persons entitled thereto by reason of that person\u2019s death or bankruptcy. 8. For giving effect to any such sale the directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer and that person shall not be bound to see to the application of the purchase money, nor shall that person\u2019s title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. 9. The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the date of the sale. Companies Act (2026 Revision) SCHEDULE 1 Calls on Shares 10. The directors may, from time to time, make calls upon the members in respect of any moneys unpaid on their shares provided that no call shall exceed twenty-five per cent of the nominal amount of the share, or be payable earlier than one month from the last call; and each member shall (subject to receiving at least fourteen days\u2019 notice specifying the time or times of payment) pay to the company at the time or times so specified the amount called on that person\u2019s shares. 11. The joint holders of a share shall be jointly and severally liable to pay calls in respect thereof. 12. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest upon the sum at the rate of six per cent per annum from the day appointed for the payment thereof to the time of the actual payment but the directors shall be at liberty to waive payment of that interest wholly or in part. 13. The provisions of these regulations as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the amount of the share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified. 14. The directors may make arrangements on the issue of shares for a difference between the holders in the amount of calls to be paid and in the times of payment. 15. The directors may, if they think fit, receive from any member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by that person; and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding, without the sanction of the company in general meeting, six per cent) as may be agreed upon between the member paying the sum in advance and the directors. Transfer and Transmission of Shares 16. The instrument of transfer of any share shall be executed by or on behalf of the transferor and transferee, and the transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof. 17. Shares shall be transferred in the following form, or in any usual or common form approved by the directors \u2014 I, A.B., of                               in consideration of the sum of $                 paid to me by C.D., of                                    (hereinafter called \u201cthe said transferee\u201d) do hereby transfer to the said transferee the share (or shares) numbered in the undertaking SCHEDULE 1 Companies Act  (2026 Revision) called the                                   Company Limited, to hold unto the said transferee, subject to the several conditions on which I hold the same; and I, the said transferee, do hereby agree to take the said share (or shares) subject to the conditions aforesaid. As witnessed our hands the     day of                 , 20   . Witness to the signatures of, etc. 18. The directors may decline to register any transfer of shares, not being fully paid shares, to a person of whom they do not approve, and may also decline to register any transfer of shares on which the company has a lien. The directors may also suspend the registration of transfers during the fourteen days immediately preceding the ordinary general meeting in each year. The directors may decline to recognise any instrument of transfer unless \u2014 (a) a fee not exceeding fifty cents is paid to the company in respect thereof; and (b) the instrument of transfer is accompanied by the certificate of the shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer: Provided that if the directors refuse to register a transfer of any shares, they shall, within two months after the date on which the transfer was lodged with the company, send to the transferee notice of the refusal. 19. The legal personal representative of a deceased sole holder of a share shall be the only person recognised by the company as having any title to the share. In the case of a share registered in the names of two or more holders, the survivors, survivor or the legal personal representatives of the deceased survivor, shall be the only person recognised by the company as having any title to the share. 20. Any person becoming entitled to a share in consequence of the death or bankruptcy of a member shall, upon such evidence being produced as may from time to time be properly required by the directors, have the right either to be registered as a member in respect of the share or, instead of being registered, to make such transfer of the share as the deceased or bankrupt person could have made; but the directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by the deceased or bankrupt person before the death or bankruptcy. 21. A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which that person would be entitled if that person were the registered holder of the share, except that that person shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company. Companies Act (2026 Revision) SCHEDULE 1 Forfeiture of Shares 22. If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on that person requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued. 23. Such notice shall name a further day (not earlier than the expiration of fourteen days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited. 24. If the requirements of such notice are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect. 25. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the directors think fit. 26. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the company all moneys which at the date of forfeiture were payable by that person to the company in respect of the shares, but that person\u2019s liability shall cease if and when the company receives payment in full of the nominal amount of the shares. 27. A statutory declaration in writing that the declarant is a director of the company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and that person shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall that person\u2019s title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. 28. The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any sum which by the terms of issue of a share becomes payable at a fixed time, whether on account of the amount of the share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified. 29. The company may, by ordinary resolution, convert any paid-up shares into stock, and reconvert any stock into paid-up shares of any denomination. SCHEDULE 1 Companies Act  (2026 Revision) 30. The holders of stock may transfer the same, or any part thereof, in the same manner and subject to the same regulations as and subject to which the shares from which the stock arose might prior to conversion have been transferred, or as near thereto as circumstances admit; but the directors may, from time to time, fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum, but the minimum shall not exceed the nominal amount of the shares from which the stock arose. 31. The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the company and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the company) shall be conferred by any such aliquot part of stock as would not, if existing shares, have conferred that privilege or advantage. 32. Such of the regulations of the company as are applicable to paid-up shares shall apply to stock, and the words \u201cshare\u201d and \u201cshareholder\u201d therein shall include \u201cstock\u201d and \u201cstockholder\u201d. Alteration of Capital 33. The company may, from time to time by ordinary resolution, increase the share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe. 34. Subject to any direction to the contrary that may be given by the company in general meeting, all new shares shall, before issue, be offered to such persons as at the date of the offer are entitled to receive notices from the company of general meetings in proportion, as nearly as the circumstances admit, to the amount of the existing shares to which they are entitled. The offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and after the expiration of that time, or on receipt of an intimation from the person to whom the offer is made that that person declines to accept the shares offered, the directors may dispose of those shares in such manner as they think most beneficial to the company. The directors may likewise so dispose of any new shares which (by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion of the directors, be conveniently offered under this article. 35. The new shares shall be subject to the same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the shares in the original share capital. 36. The company may, by ordinary resolution \u2014 (a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; Companies Act (2026 Revision) SCHEDULE 1 (b) sub-divide its existing shares, or any of them, into shares of smaller amounts than is fixed by the memorandum of association, subject nevertheless to section 13 of the principal Act; and (c) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person. 37. The company may, by special resolution, reduce its share capital and any capital redemption reserve fund in any manner and with, and subject to, any incident authorised and consent required by law. General Meetings 38. A general meeting shall be held once in every calendar year at such time (not being more than fifteen months after the holding of the last preceding general meeting) and place as may be resolved by the company in general meeting, or in default, at such time in the third month following that in which the anniversary of the company\u2019s incorporation occurs, and at such place as the directors shall appoint. In default of a general meeting being so held, a general meeting shall be held in the month next following, and may be convened by any two members in the same manner as nearly as possible as that in which meetings are to be convened by the directors. 39. Such general meetings shall be called ordinary general meetings; all other general meetings shall be called extraordinary general meetings. 40. The directors may, whenever they think fit, convene an extraordinary general meeting. If, at any time, there are not in the Island sufficient directors capable of acting to form a quorum, any director or any two members of the company may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the directors. Notice of General Meetings 41. Subject to section 60 of the principal Act relating to special resolutions, at least seven days\u2019 notice (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place, day and hour of meeting and, in case of special business, the general nature of that business shall be given in manner hereinafter provided, or in such other manner, if any, as may be prescribed by the company in general meetings, to such persons as are, under the regulations of the company, entitled to receive such notices from the company; but with the consent of all the members entitled to receive notice of some particular meeting, that meeting may be convened by such shorter notice and in such manner as those members may think fit. 42. The accidental omission to give notice of a meeting to, or the non-receipt of a notice of a meeting by any member shall not invalidate the proceedings at any meeting. SCHEDULE 1 Companies Act  (2026 Revision) Proceedings at General Meetings 43. All business shall be deemed special that is transacted at any extraordinary meeting, and also all that is transacted at an ordinary meeting, with the exception of sanctioning a dividend, consideration of the accounts, balance sheets and the ordinary report of the directors and auditors, election of directors and other officers in the place of those retiring by rotation, and fixing of the remuneration of the auditors. 44. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; save as herein otherwise provided, three members personally present shall be a quorum. 45. If, within half an hour from the time appointed for the meeting, a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall be a quorum. 46. The chairperson, if any, of the board of directors shall preside as chairperson at every general meeting of the company. 47. If there is no such chairperson, or if at any meeting that person is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairperson, the members present shall choose one of their number to be chairperson. 48. The chairperson may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 49. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by at least three members present in person or by proxy entitled to vote or by one member or two members together holding not less than fifteen per cent of the paid up capital of the company, and, unless a poll is so demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried, carried unanimously, carried by a particular majority or lost, and an entry to that effect in the book of the proceedings of the company, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of, or against, that resolution. Companies Act (2026 Revision) SCHEDULE 1 50. If a poll is duly demanded it shall be taken in such manner as the chairperson directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. 51. In the case of an equality of votes, whether on a show of hands or on a poll, the chairperson of the meeting at which the poll is demanded shall be entitled to a second or casting vote. 52. A poll demanded on the election of a chairperson or on a question of adjournment shall be taken forthwith; a poll demanded on any other question shall be taken at such time as the chairperson of the meeting directs. Votes of Members 53. On a show of hands every member present in person shall have one vote. On a poll every member shall have one vote for each share of which that person is the holder. 54. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members. 55. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by that person\u2019s committee or other person in the nature of a committee appointed by that court, and any such committee or other person may, on a poll, vote by proxy. 56. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by that person in respect of shares in the company have been paid. 57. On a poll votes may be given either personally or by proxy. 58. The instrument appointing a proxy shall be in writing under the hand of the appointor or that person\u2019s attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a member of the company. 59. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority shall be deposited at the registered office of the company not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. 60. An instrument appointing a proxy may be in the following form or any other form approved by the directors \u2014 Company Limited SCHEDULE 1 Companies Act  (2026 Revision) I,                                                , of                                               being a member of the Company Limited hereby appoint                                               of as my proxy, to vote for me and on my behalf at the (ordinary or extraordinary, as the case may be) general meeting of the company to be held on the     day of                      , 20   , and at any adjournment thereof. Signed this       day of                  , 20    . 61. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. Corporations Acting by Representatives at Meetings 62. Any corporation which is a member of the company may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the company or of any class of members of the company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which that person represents as that corporation could exercise if it were an individual member of the company. Directors 63. The number of the directors and the names of the first directors shall be determined in writing by a majority of the subscribers of the memorandum of association. 64. The remuneration of the directors shall, from time to time, be determined by the company in general meeting. 65. The qualification of a director shall be the holding of at least one share in the company. Powers and Duties of Directors 66. The business of the company shall be managed by the directors, who may pay all expenses incurred in setting up and registering the company and may exercise all such powers of the company as are not, by the principal Act or these articles, required to be exercised by the company in general meeting, subject nevertheless, to any regulation of these articles, to the principal Act and to such regulations, being not inconsistent with the aforesaid regulations or principal Act, as may be prescribed by the company in general meeting; but no regulation made by the company in general meeting shall invalidate any prior act of the directors which would have been valid if that regulation had not been made. Companies Act (2026 Revision) SCHEDULE 1 67. The directors may, from time to time, appoint one or more of their body to the office of managing director or manager for such term and at such remuneration (whether by way of salary, commission or participation in profits, or partly in one way and partly in another) as they may think fit and a director so appointed shall not, while holding that office, be subject to retirement by rotation, or taken into account in determining the rotation or retirement of directors; but that person\u2019s appointment shall be subject to determination ipso facto if that person ceases from any cause to be a director, or if the company in general meeting resolves that that person\u2019s tenure of the office of managing director or manager be determined. 68. The amount for the time being remaining undischarged of moneys borrowed or raised by the directors for the purposes of the company (otherwise than by the issue of share capital) shall not, at any time, exceed the issued share capital of the company without the sanction of the company in general meeting. 69. The directors shall cause minutes to be made in books provided for the purpose \u2014 (a) of all appointments of officers made by the directors; (b) of the names of the directors present at each meeting of the directors and of any committee of the directors; and (c) of all resolutions and proceedings at all meetings of the company, and of the directors and of committees of directors, and every director present at any meeting of directors or committee of directors shall sign that person\u2019s name in a book to be kept for that purpose. The Seal 70. Any seal of the company shall not be affixed to any instrument except by the authority of a resolution of a board of directors, and in the presence of a director and of the secretary or such other person as the directors may appoint for the purpose; and that director and the secretary or other person as aforesaid shall sign every instrument to which any seal of the company is so affixed in their presence. Disqualification of Directors 71. The office of director shall be vacated, if the director \u2014 (a) without the consent of the company in general meeting holds any other office of profit under the company except that of managing director or manager; (b) becomes bankrupt; (c) is found to be or becomes of unsound mind; (d) resigns that person\u2019s office by notice in writing to the company; or (e) is directly or indirectly interested in any contract with the company or participates in the profits of any contract with the company: SCHEDULE 1 Companies Act  (2026 Revision) Provided however, that a director shall not vacate that person\u2019s office by reason of that person being a member of any corporation which has entered into contract with or done any work for the company if that person has declared the nature of that person\u2019s interest at the first meeting of the directors of the company held after that person became interested in the contract, but the director shall not vote in respect of any such contract or work or any matter arising thereout, and if that person does so vote that person\u2019s vote shall not be counted. Rotation of Directors 72. At the first ordinary general meeting of the company the whole of the directors shall retire from office, and at the ordinary general meeting in every subsequent year onethird of the directors for the time being, or, if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office. 73. The directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. 74. A retiring director shall be eligible for re-election. 75. The company at the general meeting at which a director retires in manner aforesaid may fill the vacated office by electing a person thereto and in default the retiring director shall be deemed to have been re-elected unless at such meeting it is resolved not to fill such vacated office. 76. The company may, from time to time in general meeting, increase or reduce the number of directors, and may also determine in what rotation the increased or reduced number is to go out of office. 77. Any casual vacancy occurring in the board of directors may be filled by the directors, but the person so chosen shall be subject to retirement at the same time as if that person had become a director on the day on which the director in whose place that person is appointed was last elected a director. 78. The directors shall have power, at any time and from time to time, to appoint a person as an additional director, who shall retire from office at the next following ordinary general meeting, but shall be eligible for election by the company at that meeting as an additional director. 79. The company may, by special resolution, remove a director before the expiration of that person\u2019s period in office, and may, by an ordinary resolution, appoint another person in that person\u2019s stead. The person so appointed shall be subject to retirement at the same time as if that person had become a director on the day on which the director in whose place that person is appointed was last elected a director. Companies Act (2026 Revision) SCHEDULE 1 Proceedings of Directors 80. The directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the chairperson shall have a second or casting vote. A director may, and the secretary on the requisition of a director shall, at any time, summon a meeting of the directors. 81. The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall, when the number of directors exceeds three, be three, and when the number of directors does not exceed three, be two. 82. The continuing directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to the regulations of the company as the necessary quorum of directors, the continuing directors may act for the purpose of increasing the number of directors to that number, or of summoning a general meeting of the company, but for no other purpose. 83. The directors may elect a chairperson of their meetings and determine the period for which that person is to hold office; but if no such chairperson is elected, or if at any meeting the chairperson is not present within five minutes after the time appointed for holding the same, the directors present may choose one of their number to be chairperson of the meeting. 84. The directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the directors. 85. A committee may elect a chairperson of its meetings; if no such chairperson is elected, or if at any meeting the chairperson is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairperson of the meeting. 86. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present and, in case of an equality of votes, the chairperson shall have a second or casting vote. 87. All acts done by any meeting of the directors or of a committee of directors, or by any person acting as a director, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director. Dividends and Reserve 88. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by directors. SCHEDULE 1 Companies Act  (2026 Revision) 89. The directors may, from time to time, pay to the members such interim dividends as appear to the directors to be justified by the profits of the company. 90. No dividends shall be paid otherwise than out of profits. 91. Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid on the shares, but if and so long as nothing is paid up on any of the shares in the company, dividends may be declared and paid according to the amounts of the shares. No amount paid on a share in advance of calls shall, while carrying interest, be treated for the purposes of this article as paid on the share. 92. The directors may, before recommending any dividend, set aside out of the profits of the company such sums as they think proper as a reserve or reserves which shall, at the discretion of the directors, be applicable for meeting contingencies or for equalising dividends or for any other purpose to which the profits of the company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the directors may, from time to time, think fit. 93. If several persons are registered as joint holders of any share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the share. 94. Any dividend may be paid by cheque or warrant sent through the post to the registered address of the member or person entitled thereto or in the case of joint holders to any one of such joint holders at that person\u2019s registered address or to such person and such address as the member or person entitled or such joint holders, as the case may be, may direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to the order of such other person as the member or person entitled or such joint holders, as the case may be, may direct. 95. No dividend shall bear interest against the company. Accounts 96. The directors shall cause proper books of account to be kept with respect to \u2014 (a) all sums of money received and expended by the company, and the matters in respect of which the receipt and expenditure takes place; and (b) all sales and purchases of goods by the company and the assets and liabilities of the company. 97. The books of account shall be kept at the registered office of the company, or at such other place or places as the directors think fit, and shall always be open to the inspection of the directors. Companies Act (2026 Revision) SCHEDULE 1 98. The directors shall, from time to time, determine whether and to what extent, at what times and places and under what conditions or regulations the accounts and books of the company or any of them shall be open to the inspection of members not being directors, and no member (not being a director) shall have any right of inspecting any account, book or document of the company except as conferred by law or authorised by the directors or by the company in general meeting. 99. At the ordinary general meeting in every year the directors shall cause to be prepared and shall lay before the company a profit and loss account and a balance sheet for the period since the preceding account or, (in the case of the first ordinary general meeting) since the commencement of business by the company, made up to a date not more than six months before such meeting. 100. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the company in general meeting together with a copy of the auditor\u2019s report shall, not less than seven days before the date of the meeting, be sent to all persons entitled to receive notices of general meetings of the company. Audit 101. The accounts relating to the company\u2019s affairs shall be audited in such manner as may be determined from time to time by the company in general meeting or, failing any such determination, by the directors. Notices 102. (1) A notice may be given by the company to any member either personally or by sending it by post to that person to that person\u2019s registered address, or (if that person has no registered address in the Islands) to the address, if any, in the Islands supplied by that person to the company for the giving of notices to that person. (2) Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of twenty-four hours after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post. 103. If a member has no registered address in the Islands and has not supplied to the company an address in the Islands for the giving of notices to that person, a notice addressed to that person and advertised in a daily newspaper circulating in the Islands shall be deemed to be duly given on that person at noon on the day following the day on which the newspaper is circulated and the advertisement appeared therein. SCHEDULE 1 Companies Act  (2026 Revision) 104. A notice may be given by the company to the joint holders of a share by giving the notice to the joint holder named first in the register of members in respect of the share. 105. A notice may be given by the company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending it through the post in a prepaid envelope addressed to them by name, by the title of representatives of the deceased or trustee of the bankrupt or by any like description, at the address, if any, within the Islands, supplied for the purpose by the persons claiming to be so entitled, or (until such an address has been so supplied), by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred. 106. Notice of every general meeting shall be given in some manner hereinbefore authorised to \u2014 (a) every member except those members who (having no registered address in the Islands) have not supplied to the company an address in the Islands for the giving of notices to them; and (b) every person entitled to a share in consequence of the death or bankruptcy of a member who, but for that person\u2019s death or bankruptcy, would be entitled to receive notice of the meeting. No other person shall be entitled to receive notices of general meetings. Companies Act (2026 Revision) SCHEDULE 1A SCHEDULE 1A (section 26(3) ) Required Particulars The required particulars are \u2014 (a)  the name of the company and, in the case of an exempted company, the exempted company\u2019s dual foreign name (if any) together with its translated name; (b)  the part of the Islands in which the registered office of the company is proposed to be situate; (c)  the amount of capital of the company and, in the case of a company having its share capital divided into shares of a nominal or par value, the number of shares into which it is divided and the fixed amounts thereof; (d)  the names and addresses of the subscribers to the memorandum and the number of shares taken by each subscriber; (e)  the date of execution of the memorandum of association; (f)  the date of filing of the memorandum of association; (g)  the number assigned to the company; (h)  in the case of a company limited by guarantee or a company that has no limit placed on the liability of its members \u2014 (i)  a statement that the company is limited by guarantee or is unlimited, as the case may be; and (ii)  the omission of any of the particulars specified in this Schedule which are irrelevant or inappropriate; (i)  the nature of the business; and (j)  the date of the end of the company\u2019s financial year. SCHEDULE 2 Companies Act  (2026 Revision) SCHEDULE 2 (section 141) Categories of Preferred Debts Category 1: Debts due to employees 1. Any sum due by the company to an employee, whether employed in the Islands or elsewhere, in respect of \u2014 (a) salaries; (b) wages; and (c) gratuities, accrued due during the four months immediately preceding the commencement of the liquidation. 2. Any sum due and payable by the company on behalf of an employee in respect of medical health insurance premiums or pension fund contributions. 3. Where a contract of employment has been terminated as a consequence of the company going into liquidation, any sum due by the company to any former employee in respect of: (a) severance pay; and (b) earned vacation leave. 4. Any sum payable to a worker in respect of compensation pursuant to the Workmen\u2019s Compensation Act (1996 Revision). 5. An employee may claim in the liquidation as an ordinary creditor in respect of any other sum due to that person pursuant to or by virtue of the breach of that person\u2019s contract of employment or any tortious claim against the company. 6. The words and expressions used in paragraphs 1 and 2 have the meanings ascribed to them by the Labour Act (2021 Revision). Category 2: Debts due to bank depositors 1. Any sum due to eligible depositors who have deposits with a company which \u2014 (a) is incorporated in the Islands; and (b) held an \u201cA\u201d licence issued under the Banks and Trust Companies Act (2025 Revision), and which does not exceed the deposit limit. 2. The following depositors are not eligible depositors \u2014 Companies Act (2026 Revision) SCHEDULE 2 (a) a person who holds or is considered to hold a deposit after the presentation of the petition for the winding up of the bank or the commencement of the voluntary winding up of the bank (except in the case of the death of the owner of the deposit); and (b) the following persons making deposits as \u2014 (i) a person licensed under section 6(1) of the Banks and Trust Companies Act (2025 Revision); (ii) a person authorised, licensed or recognised as a bank or deposit holder in a country or territory outside the Islands; (iii) a person who, in the opinion of the Court, has any responsibility for, or may have profited, or may profit, directly or indirectly, from the winding up; (iv) a person who was, at the date of presentation of the petition for the winding up of the bank or the commencement of the voluntary winding up of the bank, a director, controller or manager of the bank or who, in the opinion of the court exercised such functions; (v) a person who is the legal or beneficial owner of five percent or more of the shares of all classes issued by the bank; or (vi) a company or corporation, whether or not incorporated in the Islands, which is, at the date of the presentation of the petition for the winding up of the bank or the commencement of the voluntary winding up of the bank, a parent, subsidiary or fellow subsidiary of the bank, or which is in common ownership with the bank. 3. The deposit limit is twenty thousand dollars in respect of each eligible depositor or its equivalent in any foreign currency for which purpose the applicable exchange rate shall be that determined by the Court in accordance with section 150. 4. For the purpose of calculating the amount of eligible deposits \u2014 (a) separate deposits in the same legal or beneficial ownership shall be aggregated and treated as one deposit; (b) the ownership of a deposit in joint names shall be deemed to be divided equally between the joint depositors; (c) the ownership of a deposit in the name of a partnership shall be deemed to be divided equally among the partners; (d) a deposit which is a client account, and which is designated as such, shall be treated as a separate deposit, made by the client of the depositor, of amounts corresponding to the amount to which such client is entitled; and (e) the amount of each eligible deposit shall be reduced by the amount of any liability of the depositor to the bank in respect of which a right of set-off SCHEDULE 2 Companies Act  (2026 Revision) existed at the date of the presentation of the petition for the winding up of the bank, or the commencement of the voluntary winding up of the bank. Category 3: Taxes due to the Government 1. Sums due in respect of duty and penalties payable under the Customs and Border Control Act (2024 Revision). 2. Sums due in respect of fees payable under this Act. 3. Sums due in respect of duty and penalties payable under the Stamp Duty Act (2019 Revision). 4. Sums due in respect of licence fees payable under the regulatory laws. 5. Sums due in respect of taxes payable under the Tourist Accommodation (Taxation) Act (2013 Revision). Companies Act (2026 Revision) SCHEDULE 3 SCHEDULE 3 Powers of Liquidators (section 110) PART 1 Powers exercisable with sanction 1. Power to bring or defend any action or other legal proceeding in the name and on behalf of the company. 2. Power to carry on the business of the company so far as may be necessary for its beneficial winding up. 3. Power to dispose of any property of the company to a person who is or was related to the company. 4. Power to pay any class of creditors in full. 5. Power to make any compromise or arrangement with creditors or persons claiming to be creditors or having or alleging themselves to have any claim (present or future, certain or contingent, ascertained or sounding only in damages) against the company or for which the company may be rendered liable. 6. Power to compromise on such terms as may be agreed all debts and liabilities capable of resulting in debts, and all claims (present or future, certain or contingent, ascertained or sounding only in damages) subsisting, or supposed to subsist between the company and a contributory or alleged contributory or other debtor or person apprehending liability to the company. 7. Power to deal with all questions in any way relating to or affecting the assets or the winding up of the company, to take any security for the discharge of any such call, debt, liability or claim and to give a complete discharge in respect of it. 8. The power to sell any of the company\u2019s property by public auction or private contract with power to transfer the whole of it to any person or to sell the same in parcels. 9. The power to raise or borrow money and grant securities therefor over the property of the company. 10. The power to engage staff (whether or not as employees of the company) to assist that person in the performance of that person\u2019s functions. 11. The power to engage attorneys and other professionally qualified persons to assist that person in the performance of that person\u2019s functions. SCHEDULE 3 Companies Act  (2026 Revision) PART 2 Powers exercisable without sanction 1. The power to take possession of, collect and get in the property of the company and for that purpose to take all such proceedings as that person considers necessary. 2. The power to do all acts and execute, in the name and on behalf of the company, all deeds, receipts and other documents and for that purpose to use, when necessary, the company seal. 3. The power to prove, rank and claim in the bankruptcy, insolvency or sequestration of any contributory for any balance against that person\u2019s estate, and to receive dividends in the bankruptcy, insolvency or sequestration in respect of that balance, as a separate debt due from the bankrupt or insolvent and rateably with the other separate creditors. 4. The power to draw, accept, make and indorse any bill of exchange or promissory note in the name and on behalf of the company, with the same effect with the respect of the company\u2019s liability as if the bill or note had been drawn, accepted, made or indorsed by or on behalf of the company in the course of its business. 5. The power to promote a scheme of arrangement pursuant to section 86. 6. The power to convene meetings of creditors and contributories. 7. The power to do all other things incidental to the exercise of that person\u2019s powers. Companies Act (2026 Revision) SCHEDULE 4 SCHEDULE 4 (section 40B) APPROVED STOCK EXCHANGES The following are approved stock exchanges \u2014 1. Amman Stock Exchange 2. Athens Stock Exchange 3. Australian Securities Exchange 4. B3 S.A. 5. BATS Global Markets 6. Bermuda Stock Exchange 7. BOAG Borsen AG 8. Bolsa de Barcelona 9. Bolsa de Bilbao 10.  Bolsa de Madrid 11.  Bolsa de Valencia 12.  Bolsa de Comercio de Buenos Aires 13.  Bolsa de Comercio de Santiago 14.  Bolsa de Valores de Caracas 15.  Bolsa de Valores de Lima 16.  Bolsa de Valores de Colombia 17.  Bolsa Mexicana de Valores (Mexican Stock Exchange) 18.  Bolsas y Mercados Espanoles 19.  Borsa Istanbul 20.  Borsa Italiana 21.  Borse Berlin 22.  Borse Frankfurt 23.  Borse Munchen 24.  Borse Stuttgart 25.  BSE Limited 26.  Bucharest Stock Exchange 27.  Budapest Stock Exchange SCHEDULE 4 Companies Act  (2026 Revision) 28.  Bursa Malaysia (including the Main Market and the ACE Market) 29.  Chicago Board Options Exchange 30.  CME Group 31.  Colombo Stock Exchange 32.  Cyprus Stock Exchange 33.  Deutsche Borse 34.  Dusseldorf Stock Exchange 35.  Eurex 36.  Euronext Brussels 37.  Euronext Dublin 38.  Euronext Lisbon 39.  Euronext NV 40.  Euronext Oslo Bor 41.  Euronext Paris 42.  Fukuoka Stock Exchange 43.  Hong Kong Exchange and Clearing (HKEX) (including Growth Enterprise Market (GEM)) 44.  Indonesia Stock Exchange 45.  Intercontinental Exchange 46.  International Securities Exchange 47.  Johannesburg Stock Exchange 48.  Korea Exchange (including KOSPI and KOSDAQ Market Divisions) 49.  London Stock Exchange (including AIM) 50.  Luxembourg Stock Exchange 51.  Malta Stock Exchange 52.  Montreal Exchange 53.  Nagoya Stock Exchange 54.  Nasdaq 55.  Nasdaq Copenhagen (formerly known as Copenhagen Stock Exchange) 56.  Nasdaq Dubai 57.  Nasdaq Helsinki 58.  Nasdaq Iceland 59.  Nasdaq OMX Nordic Companies Act (2026 Revision) SCHEDULE 4 60.  Nasdaq PHLX 61.  Nasdaq Riga 62.  Nasdaq Stockholm 63.  Nasdaq Tallinn 64.  Nasdaq Vilnius 65.  National Stock Exchange of Australia 66.  National Stock Exchange of India 67.  New York Stock Exchange (NYSE) 68.  New Zealand Stock Exchange 69.  NYSE American 70.  NYSE Arca 71.  NYSE Chicago 72.  NYSE Euronext 73.  Osaka Exchange 74.  Philippine Stock Exchange 75.  Prague Stock Exchange 76.  Saudi Exchange (Tadawul) 77.  Shanghai Stock Exchange 78.  Shenzhen Stock Exchange 79.  Singapore Exchange (including Catalist) 80.  SIX Swiss Exchange 81.  Stock Exchange of Mauritius 82.  Taipei Exchange 83.  Taiwan Stock Exchange 84.  The Egyptian Exchange 85.  The Stock Exchange of Thailand 86.  Tokyo Stock Exchange 87.  Toronto Stock Exchange (including TSX Venture Exchange) 88.  Warsaw Stock Exchange 89.  Wiener Borse AG (Vienna Stock Exchange) 90.  Any stock exchange that the Registrar may from time to time designate as an approved stock exchange by way of notice published in the Gazette. SCHEDULE 5 Companies Act  (2026 Revision) SCHEDULE 5 FEES (sections 26(3A), 26(4), 41(2), 45(2), 55A(2), 80A, 80B, 169(1), 184(2), 199(1), 213(4) and 213(5)) PART 1 (section 26(4)) The fees payable upon the filing of a memorandum of association under section 26 are as follows \u2014 (a) in respect of a non-resident company \u2014 (i) with no registered capital, or a registered capital not exceeding $42,000, a fee of $675; and (ii) with a registered capital exceeding $42,000, a fee of $915; (b) in respect of an exempted company except a special economic zone company \u2014 (i) with no registered capital, or a registered capital not exceeding $42,000, a fee of $700; (ii) with a registered capital exceeding $42,000, but not exceeding $820,000 a fee of $1,000; (iii) with a registered capital exceeding $820,000 but not exceeding $1,640,000, a fee of $1,984; and (iv) with a registered capital exceeding $1,640,000, a fee of $2,568; (ba) in respect of a special economic zone company a fee equal to the lowest band of the fee payable upon filing of a memorandum of articles of association by an exempted company as set out in paragraph (b)(i); and (c) in respect of any other company \u2014 (i) with no registered capital or a registered capital not exceeding $42,000, a fee of $300; and (ii) with a registered capital exceeding $42,000, a fee of $500. PART 1A (Section 26(3A)) The fee payable for the inspection of the register under section 26(3A) is $50. Companies Act (2026 Revision) SCHEDULE 5 PART 1B (Section 29A) The fee payable for an application to reserve a specified name under section 29A is as follows \u2014 (a)  in respect of an application for a name reservation for one week, $40; (b)  in respect of an application for a name reservation for one month, $60; (c)  in respect of an application for a name reservation for two months, $80; and (d)  in respect of an application for a name reservation for three months, $120; and (e)  in respect of an application for a name reservation for four months, $160. PART 2 (section 41(2)) The fees payable by a company, other than an exempted company, in January of each year after the year of its registration, to the Registrar under section 41(2) are as follows \u2014 (a) in the case of a non-resident company \u2014 (i) with no registered capital, or a registered capital not exceeding $42,000, an annual fee of $900; and (ii) with a registered capital exceeding $42,000, an annual fee of $1,140; and (b) in the case of any other company \u2014 (i) with no registered capital, or a registered capital not exceeding $42,000, an annual fee of $300; and (ii) with a registered capital exceeding $42,000, an annual fee of $500. PART 3 (section 45(1)) The fees payable under section 45(2) on an increase of capital shall be in the case of \u2014 (a) an exempted company which has a capital divided into shares, $500; (b) an exempted company which has not a capital divided into shares, $500; SCHEDULE 5 Companies Act  (2026 Revision) (c) a company other than an exempted company which has a capital divided into shares, $500; and (d) a company which has not a capital divided into shares, $500. PART 3A (sections 80A and 80B) 1. The non-refundable application fee payable under section 80A is $300. 2. The fee payable under section 80B on filing a change to \u2014 (a) the objects or activities of a company; (b) the address of the registered office or the location of a company; or (c) the information to be submitted to the Registrar pursuant to section 80B(f), is $25. PART 4 (section 169(1)) 1. The annual fee payable by an exempted company except a special economic zone company, in January of each year after the year of its registration, to the revenues of the Islands under section 169(1) is as follows \u2014 (a) in the case of an exempted company with no registered capital, or a registered capital not exceeding $42,000, an annual fee of $925; (b) in the case of an exempted company with a registered capital exceeding $42,000 but not exceeding $820,000, an annual fee of $1,225; (c) in the case of an exempted company with a registered capital exceeding $820,000 but not exceeding $1,640,000, an annual fee of $2,209; and (d) in the case of an exempted company with a registered capital exceeding $1,640,000, an annual fee of $2,793. 2. The annual fee payable by a special economic zone company, in the January of each year of its registration to the revenues of the Islands under section 169(1) is a fee equal to the lowest band of the annual fee by an exempted company as set out in item 1(a). Companies Act (2026 Revision) SCHEDULE 5 PART 5 (section 184(2)) 1. The fee payable by a foreign company under section 184(1) is $1,500. 2. The annual fee payable by a foreign company under section 184(2) is $1,650. PART 6 (section 199(1)) The fee payable under section 199(1) wherever this Act provides for or requires the filing of any document, notice or return with the Registrar or the issue of any certificate or the Registrar provides a copy of any document in respect of which no fee is elsewhere specifically provided is as follows \u2014 (a) filing any resolution, notice, return or any other document; $100 (b) issuing any certificate; $150 (c) providing a copy of any document (per folio of 72 words); $150 (d) general search fee; $30 (e)    where \u2014 (i)   filing a plan of merger or consolidation per constituent entity; (ii) the surviving or consolidated company is a foreign company, each constituent company other than the surviving company pays a fee equal to three times the annual fee that would have been payable pursuant to section 169 in the January immediatelypreceding the filing of the plan of merger or consolidation by an exempt company having the same registered capital as the constituent company on the date of filing of the plan of merger or consolidation; $600 (f) filing an application in respect of a dual foreign name. $200 (g) any filing in respect of a liquidation $200 PART 6A (section 55A(2)) 1. The fee payable under section 55A(2) for each inspection of the list of the current directors of a company, and where applicable, the current alternate directors of a company is $50. SCHEDULE 5 Companies Act  (2026 Revision) PART 7 (section 213(4) and (5)) 1. The fee payable under section 213(4) to accompany an application under section 213(1) is $500. 2. The fees payable by a segregated portfolio company under section 213(5) are \u2014 (a) an additional fee of $2,000; and (b) an additional annual fee of $400 in respect of each segregated portfolio up to a maximum of $6,000. Note as to savings and transitional provisions: Section 8 of the Companies (Amendment) Act, 2007 [Law 15 of 2007] hereinafter called \u201cthe 2007 Act\u201d provides that \u2014 1. All proceedings in respect of offences committed or alleged to have been committed against any enactment repealed by the 2007 Act may be commenced or continued as if the 2007 Act had not come into force. 2. Every proceeding commenced under such a repealed enactment may be continued and completed \u2014 (a) if the proceeding has been wholly or partly heard, as if the enactments repealed by the 2007 Act were still in force; and (b) in other cases, as if the proceeding had been commenced under the 2007 Act. 3. Where, apart from this section, anything done under or for the purposes of the Law before the coming into force of the 2007 Act would cease to have effect by virtue of the repeal of any enactment in force before the coming into force of the 2007 Act it shall have effect as if it had been done under and for the purposes of the corresponding provisions of the 2007 Act. PART 8 (section 199(A)) Item Number Description of administrative service Fee 1. Refund processing fee $50 2. Pre-clearance applications for mergers or consolidations under section 233 $400 3. Fee for each application for correction of errors in documents filed with the Registrar under the Act $125 4. Customised certificate requested by a company $500 Companies Act (2026 Revision) SCHEDULE 5 Item Number Description of administrative service Fee 5. Customised letter requested by a company $500 6. Certification $150 PART 9 (section 200) Item Number Description of administrative service Fee 1. Application for registration under section 26, 184 or $500 2. Application for re-registration under section 178, 182A, 210 or 214 $500 3. Application for the registration of a change of name under section 31 $150 4. Deregistration in accordance with section 181(1)(b) or (c) or 182C(1)(b) $500 5. Application for deregistration under section 206 $500 6. Application for a merger or consolidation under section 233 or 237 $500 7. Application for any other certificate which the Registrar is authorised to provide under this Act $150 8. Filing of any document (other than the filing of any document made as part of an application) $150 9. Certification $150 10. Issuing or making a copy $150 11. Customised certificate requested by a company $150 12. Customised letter requested by a company $150 SCHEDULE 5 Companies Act  (2026 Revision) Publication in consolidated and revised form authorised by the Cabinet this 28th day of January, 2026. Kim Bullings Clerk of the Cabinet Companies Act (2026 Revision) ENDNOTES ENDNOTES Table of Legislation history: SL # Act\/Law # Legislation Commencement Gazette 41\/2025 Companies (Amendment) Act, 2024 (Commencement) Order, 2025 11-Nov-2025 LG42\/2025\/s1 3\/2024 Companies (Amendment) Act, 2024 1-Jan-2026 LG13\/2024\/s1 Companies Act (2025 Revision) 28-Jan-2025 LG6\/2025\/s3 50\/2024 Companies (Amendment and Validation) Act, 2024 (Commencement) Order, 2024 19-Dec-2024 LG47\/2024\/s16 11\/2024 Companies (Amendment and Validation) Act, 2024 1-Jan-2025 LG47\/2024\/s2 37\/2024 Companies (Amendment of Schedule 5) Order, 2024 1-Jan-2025 LG36\/2024\/s1 17\/2024 Companies (Amendment) Act, 2023 (Commencement) Order, 2024 31-Jul-2024 LG26\/2024\/s2 15\/2023 Companies (Amendment) Act, 2023 31-Jul-2024 LG41\/2023\/s3 27\/2023 Companies (Amendment of Schedule 5) Order, 2023 1-Jan-2024 LG38\/2023\/s1 16\/2023 Companies (Amendment of Schedule 4) Order, 2023 19-Jul-2023 LG20\/2023\/s1 Companies Act (2023 Revision) 12-Jan-2023 LG1\/2023\/S1 28\/2022 Companies (Amendment) Act, 2021 (Commencement) Order, 2022 29-Jul-2022 LG27\/2022\/s1 19\/2022 Companies (Amendment of Section 254) Regulations, 10-Jun-2022 LG21\/2022\/s1 6\/2021 Companies (Amendment) Act, 2021 31-Aug-2022 LG72\/2021\/s3 Companies Act (2022 Revision) 14-Jan-2022 LG2\/2022\/s5 9\/2021 Companies (Amendment) (No. 3) Act, 2020 (Commencement) Order, 2021 20-Jan-2021 LG5\/2021\/s6 60\/2020 Companies (Amendment) (No. 3) Act, 2020 1-Mar-2021 LG1\/2021\/s4 56\/2020 Citation of Acts of Parliament Act, 2020 3-Dec-2020 LG89\/2020\/s1 Companies Act (2021 Revision) 12-Jan-2021 LG4\/2021\/s8 56\/2020 Citation of Acts of Parliament Act, 2020 3-Dec-2020 LG89\/2020\/s1 115\/2020 Companies (Amendment) (No. 2) Law, 2020 (Commencement) (No. 2) Order, 2020 20-Aug-2020 LG60\/2020\/s2 78\/2020 Companies (Amendment) (No. 2) Law, 2020 (Commencement) Order, 2020 9-Jun-2020 LG44\/2020\/s1 19\/2020 Companies (Amendment) (No. 2) Law, 2020 1-Oct-2020 LG39\/2020\/s3 27\/2020 Companies (Amendment) Law, 2020 (Commencement) (No. 2) Order, 2020 27-Mar-2020 LG22\/2020\/s1 11\/2020 Companies (Amendment) Law, 2020 (Commencement) 18-Feb-2020 LG11\/2020\/s1 ENDNOTES Companies Act  (2026 Revision) SL # Act\/Law # Legislation Commencement Gazette Order, 2020 4\/2020 Companies (Amendment) Law, 2020 15-May-2020 LG10\/2020s1 Companies Law (2020 Revision) 9-Jan-2020 LG4\/2020\/s8 34\/2019 Companies (Amendment) Law, 2019 (Commencement of Section 5) Order, 2019 19-Sep-2019 LG34\/2019\/s1 10\/2019 Companies (Amendment) Law, 2019 19-Sep-2019 LG28\/2019\/s1 46\/2018 Companies (Amendment) (No. 2) Law, 2018 1-Jan-2019 GE98\/2018\/s3 6\/2019 Companies (Amendment) Law, 2017 (Commencement) Order, 2019 1-Feb-2019 GE9\/2019\/s2 37\/2018 Companies (Amendment) Law, 2018 1-Mar-2019 GE97\/2018\/s12 62\/2017 Schedule 4 of the Companies Law Departmental Notice, 26-Jul-2017 GE61\/2017\/p3 62\/2015 Schedule 4 of the Companies Law Departmental Notice, 13-Feb-2015 GE12\/2015\/p28 Companies  Law (2018 Revision) 16-Mar-2018 GE22\/2018 s6 94\/2017 Companies (Amendment) (No.2) Law, 2017 (Commencement) Order, 2017 13-Dec-2017 GE105\/2017\/s1 42\/2017 Companies (Amendment) (No. 2) Law, 2017 13-Dec-2017 GE100\/2017\/s2 21\/2017 Companies (Amendment) Law, 2017 (Commencement) Order, 2017 21-Apr-2017 GE34\/2017s2 2\/2017 Companies (Amendment) Law, 2017 1-Jul-2017 GE31\/2017\/s1 Companies Law (2016 Revision) 2-Sep-16 GE68\/2016\/s5 E5\/2013 ERRATUM: Companies Law (2016 Revision) GE93\/2013\/p42 3\/2016 Companies (Amendment) Law, 2016 13-May-2016 GE36\/2016\/s1 43\/2015 Companies (Amendment) Law, 2015 (Commencement) Order, 2015 21-Oct-2015 GR82\/2015\/s1 14\/2015 Companies (Amendment) Law, 2015 2-Nov-2015 GE73\/2015\/s1 Companies Law (2013 Revision) 11-Oct-2013 GE82\/2013\/s6 6\/2013 Companies (Amendment) (No. 2) Law, 2013 6-May-2013 G9\/2013\/s2 1\/2013 Companies (Amendment) Law, 2013 10-Jan-2013 GE8\/2013\/s1 29\/2012 Companies (Amendment) (No. 3) Law, 2012 11-Dec-2012 GE123\/2012\/s4 14\/2012 Companies (Amendment) (No.2) Law, 2012 5-Oct-2012 GE94\/2012\/s1 6\/2012 Companies (Amendment) Law, 2012 10-Jan-2013 GE4\/2013\/s6 3\/2012 Companies (Amendment of Schedule) Order, 2011 31-Jan-2012 GE10\/2012\/s2 Companies Law (2012 Revision) 8-Oct-2012 G21\/2012\/s4 29\/2011 Companies (Amendment) (No.2) Law, 2011 12-Dec-2011 GE108\/2011\/s2 Companies Law (2011 Revision) 24-Oct-2011 G21\/2011\/s4 16\/2011 Companies (Amendment) Law, 2011 27-Apr-2011 GE\/32\/2011\/s3 Companies Act (2026 Revision) ENDNOTES SL # Act\/Law # Legislation Commencement Gazette 37\/2010 Companies (Amendment) Law, 2010 28-Sep-2010 GE59\/2010\/s1 Companies Law (2010 Revision) 19-Jul-2010 G15\/2010\/s1 33\/2009 Companies (Amendment) (No.2) Law, 2009 1-Jan-2010 GE91\/2009\/s4 Companies Law (2009 Revision) 31-Aug-2009 G18\/2009\/s2 12\/2009 Companies (Amendment) Law, 2009 11-May20-2009 G10\/2009\/s4 5\/2009 Companies (Amendment) Law, 2007 (Commencement) Order, 2009 22-Jan-2009 GE5\/2009\/s1 15\/2007 Companies (Amendment) Law, 2007 1-Mar-2009 G23\/2007\/s4 Companies Law (2007 Revision) 9-Jul-2007 G14\/2007\/s6 13\/2006 Companies (Amendment) Law, 2006 1-Jul-2006 GE14\/2006\/s5 Companies Law (2004 Revision) 26-Jul-2004 G15\/2007\/s4 28\/2003 Companies (Amendment) (Disposition of Property) Law, 27-Jun-2004 G2\/2004\/s6 26\/2002 Companies (Amendment) (No.2) Law, 2002 3-Feb-2002 GE2\/2002\/s6 22\/2002 Companies (Amendment) Law, 2002 28-Jan-2003 GE\/2003\/s2 46\/2001 Companies (Amendment) (Segregated Portfolio Companies) Law, 2001 19-Mar-2002 GE13\/2002\/s3 Companies Law (2002 Revision) 2-Jul-2002 GE13\/2002\/s1 29\/2001 Companies (Amendment) Law, 2001 12-Dec-2001 GE30\/2001\/s7 10\/2001 Companies (Amendment) (Fees) Law, 2001 1-Jun-2001 GE11\/2001\/s14 Companies Law (2001 Second Revision) 30-Apr-2001 GE8\/2001\/s2 5\/2001 Companies (Amendment) (Control of Bearer Shares) Law, 26-Apr-2001 GE7\/2001\/s5 Companies Law (2001 Revision) 26-Mar-2001 G7\/2001\/s2 7\/2000 Electronic Transactions Law, 2000 (part) 11-Sep-2000 G19\/2000\/s2 Companies Law (2000 Revision) 8-May-2000 G10\/2000\/s1 5\/1999 Companies (Amendment) (Euro) Law, 1999 7-Jun-1999 G12\/1999\/s3 20\/1998 Finance Law, 1998 (part) 16-Nov-1998 G7\/1999\/s10 Companies Law (1998 Revision) 3-Aug-1998 G16\/1998\/s2 6\/1998 Companies (Amendment) (Segregated Portfolio Companies) Law 11-May-1998 G10\/1998\/s4 4\/1998 Companies (Amendment) (Exempted Companies) Law, 14-Apr-1998 G8\/1998\/s4 26\/1997 Companies (Amendment) (Protection of Depositors) Law, 10-Mar-1998 G16\/1998\/s16 14\/1996 Companies Law (1995 Revision) (Amendment) (Authorised Signatures) Law 25-Nov-1996 G25\/1996\/s4 Companies Law (1995 Revision) 21-Aug-1995 G17\/1995\/s1 ENDNOTES Companies Act  (2026 Revision) SL # Act\/Law # Legislation Commencement Gazette 8\/1994 Companies (Amendment) (No.2) Law, 1994 15-Nov-1994 G23\/1994\/s4 2\/1994 Companies (Amendment) Law, 1994 28-Mar-1994 GE\/1994\/s2 33\/1993 Companies (Amendment) (No.3) Law, 1993 14-Dec-1993 GE\/1993\/s10 23\/1993 Companies (Amendment) (No.2) Law, 1993 13-Dec-1993 GE25\/1993\/s2 3\/1993 Companies (Amendment) Law, 1993 18-May-1993 GE10\/1993\/s7 11\/1992 Companies (Amendment) Law, 1992 2-Sep-1992 GE\/1992\/s1 23\/1991 The Fees (Miscellaneous Amendment) Law, 1991 (part) 15-Jan-1992 GE\/1991\/s1 3\/1991 Companies (Amendment) Law, 1991 6-May-1991 G9\/1991\/s6 10\/1990 Companies (Amendment) Law, 1990 21-Sep-1990 GE\/1990\/s3 14\/1989 Companies (Amendment) Law, 1989 20-Nov-1989 G24\/1989\/s8 14\/1988 Companies (Amendment) Law, 1988 13-Mar-1989 G6\/1988\/s4 24\/1987 Companies (Amendment) Law, 1987 18-Jan-1988 G2\/1988\/s1 38\/1985 Companies (Amendment) (No.2) Law, 1985 6-Jan-1986 G1\/1986\/s6 15\/1985 Companies (Amendment) Law, 1985 30-Sep-1985 G14\/1985\/s7 22\/1984 Companies (Amendment) (No.2) Law, 1984 29-Oct-1984 G22\/1984\/s5 2\/1984 Companies (Amendment) Law, 1984 30-Apr-1984 G9\/1984\/s7 34\/1983 Companies (Amendment) Law, 1983 1-Jan-1984 G9\/1984\/s11 21\/1981 Companies (Amendment) Law, 1981 1-Jan-1982 G23\/1981\/s3 6\/1980 Companies (Amendment) Law, 1980 19-May-1980 G10\/1980\/s6 16\/1978 Companies (Amendment) Law, 1978 25-Sep-1978 G20\/1987\/s1 19\/1977 Companies (Amendment) Law, 1977 21-Nov-1977 G24\/1977\/s2 25\/1975 Companies (Amendment) Law, 1975 1-Jan-1976 G26\/1975\/s11 24\/1974 Companies (Amendment) Law, 1974 1-Jan-1975 G1\/1975\/s6 7\/1973 Companies (Amendment) Law, 1973 2-Aug-1973 GN128\/1973 1\/1971 Companies (Amendment) Law, 1970 8-Jan-1971 GN 2 of 1971 9\/1966 Companies (Amendment) Law, 1966 1-Aug-1966 GN 79 of 1996 Cap 22 Companies Law 1-Jan-1964 Laws of the CI (Vol I \u2013 p.283) (Price: $40.80)\", \"element\": \"section\", \"heading\": null}], \"meta\": {\"notes\": null, \"workflow\": null, \"lifecycle\": {\"source\": \"#cilegis\", \"eventRef\": [{\"eId\": \"e_commence_2026_01_29\", \"date\": \"2026-01-29\", \"type\": \"generation\", \"source\": \"#cilegis\"}]}, \"references\": {\"source\": 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\"FRBRformat\": \"application\/xml\"}}}, \"name\": \"act\", \"header\": {\"title\": \"Companies Act\", \"actNumber\": \"3 of 1961\", \"longTitle\": null}}, \"doc\": null, \"bill\": null, \"judgment\": null}}","akn_full_text":"CAYMAN ISLANDS\n\nCOMPANIES ACT\n(2026 Revision)\n\nSupplement No. 7 published with Legislation Gazette No. 4 dated 29th January, 2026.\n\nPage 2\nRevised as at 1st January, 2026\nc\n\nPUBLISHING DETAILS\nCap. 22 [Law 3 of 1961 and 12 of 1962] of the 1963 Revised Edition of the Laws\nconsolidated with Laws 12 of 1962, 9 of 1966, 1 of 1971, 7 of 1973, 24 of 1974, 25 of\n1975, 19 of 1977, 16 of 1978, 6 of 1980, 21 of 1981, 34 of 1983, 2 of 1984, 22 of 1984, 15\nof 1985, 38 of 1985, 24 of 1987, 14 of 1988, 14 of 1989, 10 of 1990, 3 of 1991, 23 of 1991\n(part), 11 of 1992, 3 of 1993, 23 of 1993, 33 of 1993, 2 of 1994, 8 of 1994, 14 of 1996, 26\nof 1997, 4 of 1998, 6 of 1998, 20 of 1998 (part), 5 of 1999, 7 of 2000 (part), 5 of 2001, 10\nof 2001, 29 of 2001, 46 of 2001, 22 of 2002, 26 of 2002, 28 of 2003, 13 of 2006, 15 of\n2007, 12 of 2009, 33 of 2009, 37 of 2010, 16 of 2011, 29 of 2011, 6 of 2012, 14 of 2012,\n29 of 2012, 1 of 2013, 6 of 2013, 14 of 2015, 3 of 2016, 2 of 2017, 42 of 2017, 37 of 2018,\n46 of 2018, 10 of 2019, 4 of 2020, 19 of 2020 and Acts 56 of 2020, 60 of 2020, 6 of 2021,\n15 of 2023, 11 of 2024 and the Companies (Amendment of Schedule) Order, 2011,\nSchedule 4 of the Companies Law Departmental Notice, 2015, Schedule 4 of the\nCompanies Law Departmental Notice, 2017, the Companies (Amendment of Section 254)\nRegulations, 2022, the Companies (Amendment of Schedule 4) Order, 2023, the\nCompanies (Amendment of Schedule 5) Order, 2023 and the Companies (Amendment of\nSchedule 5) Order, 2024.\n\nRevised under the authority of the Law Revision Act (2020 Revision).\n\nOriginally enacted \u2014\nCap. 22-1st January, 1964\nLaw 10 of 2001-25th May, 2001\nLaw 9 of 1966-14th March, 1966\nLaw 29 of 2001-26th September, 2001\nLaw 1 of 1971-15th December, 1970\nLaw 46 of 2001-14th January, 2002\nLaw 7 of 1973-28th June, 1973\nLaw 22 of 2002-5th December, 2002\nLaw 24 of 1974-22nd November, 1974 Law 26 of 2002-5th December, 2002\nLaw 25 of 1975-9th December, 1975\nLaw 28 of 2003-3rd December, 2003\nLaw 19 of 1977-10th November, 1977\nLaw 13 of 2006-1st June, 2006\nLaw 16 of 1978-8th September, 1978\nLaw 15 of 2007-17th September, 2007\nLaw 6 of 1980-17th March, 1980\nLaw 12 of 2009-20th March, 2009\nLaw 21 of 1981-13th October, 1981\nLaw 33 of 2009-2nd December, 2009\nLaw 34 of 1983-24th November, 1983\nLaw 37 of 2010-15th September, 2010\nLaw 2 of 1984-28th February, 1984\nLaw 16 of 2011-11th April, 2011\nLaw 22 of 1984-7th September, 1984\nLaw 29 of 2011-18th November, 2011\nLaw 15 of 1985-24th May, 1985\nLaw 6 of 2012-29th August, 2012\nLaw 38 of 1985-19th December, 1985\nLaw 14 of 2012-31st August, 2012\nLaw 24 of 1987-17th November, 1987\nLaw 29 of 2012-19th November, 2012\nLaw 14 of 1988-9th September, 1988\nLaw 1 of 2013-10th January, 2013\n\nLaw 14 of 1989-5th September, 1989\nLaw 6 of 2013-15th March, 2013\nLaw 10 of 1990-18th July, 1990\nLaw 14 of 2015-12th August, 2015\nLaw 3 of 1991-21st February, 1991\nLaw 3 of 2016-6th May, 2016\nLaw 23 of 1991-12th December, 1991   Law 2 of 2017-27th February, 2017\nLaw 11 of 1992-13th July, 1992\nLaw 42 of 2017-16th November, 2017\nLaw 3 of 1993-26th March, 1993\nLaw 37 of 2018-22nd November, 2018\nLaw 23 of 1993-29th September, 1993\nLaw 46 of 2018-17th December, 2018\nLaw 33 of 1993-29th November, 1993\nLaw 10 of 2019-26th July, 2019\nLaw 2 of 1994-9th March, 1994\nLaw 4 of 2020-31st January, 2020\nLaw 8 of 1994-23rd September, 1994\nLaw 19 of 2020-20th May, 2020\nLaw 14 of 1996-5th September, 1996\nAct 56 of 2020-7th December, 2020\nLaw 26 of 1997-9th March, 1998\nAct 60 of 2020-16th December, 2020\nLaw 4 of 1998-4th March, 1998\nAct 6 of 2021-8th December, 2021\nLaw 6 of 1998-9th March, 1998\nAct 15 of 2023-23rd November, 2023\nLaw 20 of 1998-15th February, 1999\nAct 3 of 2024-27th February, 2024\nLaw 5 of 1999-14th April, 1999\nAct 11 of 2024-11th December, 2024\nLaw 7 of 2000- 20th July, 2000\n\nLaw 5 of 2001-20th April, 2001\n\nConsolidated and revised this 1st day of January, 2026.\n\nNote (not forming part of this Act): This revision replaces the 2025 Revision which\nshould now be discarded.\n\nCompanies Act (2026 Revision)\nArrangement of Sections\n\nc\nRevised as at 1st January, 2026\nPage 5\n\nCAYMAN ISLANDS\n\nCOMPANIES ACT\n(2026 Revision)\nArrangement of Sections\nSection\nPage\nPART 1 - Preliminary\n1.\nShort title ................................................................................................................................. 15\n2.\nDefinitions and interpretation ................................................................................................... 15\n3.\nRegistrar .................................................................................................................................. 19\n4.\nSignature of Registrar .............................................................................................................. 19\nPART 2 - Constitution and Incorporation of Companies and\nAssociations - Memorandum of Association\n5.\nMode of forming company ....................................................................................................... 19\n6.\nMode of limiting liability of members ........................................................................................ 19\n7.\nMemorandum of association .................................................................................................... 20\n8.\nCompany limited by shares ...................................................................................................... 20\n9.\nCompany limited by guarantee ................................................................................................ 21\n10.\nMemorandum of association may be altered ............................................................................ 21\n11.\nAddress of registered office may be changed .......................................................................... 21\n12.\nSignature and effect of memorandum of association ................................................................ 22\n13.\nPower of company limited by shares to alter its share capital................................................... 22\n14.\nSpecial resolution for reduction of share capital ....................................................................... 24\n14A. Reduction supported by solvency statement ............................................................................ 24\n14B. Registration of solvency statement and minute of reduction ..................................................... 25\n15.\nApplication to court for confirming order, objections by creditors .............................................. 26\n16.\nOrder confirming reduction and powers of Court on making such order ................................... 27\n17.\nRegistration of order and minute of reduction ........................................................................... 27\n\nArrangement of Sections\nCompanies Act (2026 Revision)\n\nPage 6\nRevised as at 1st January, 2026\nc\n\n18.\nLiability of members in respect of reduced shares.................................................................... 28\n19.\nPenalty for concealment of names of creditors ......................................................................... 28\n20.\nArticles prescribing regulations for companies ......................................................................... 29\n21.\nRegulations required in case of unlimited company or company limited by guarantee ............. 29\n22.\nAdoption and application of Table A in Schedule 1 .................................................................. 29\n23.\nPrinting, stamping and signature of articles .............................................................................. 29\n24.\nAlteration of articles by special resolution ................................................................................ 29\n25.\nAdoption and effect of articles of association ........................................................................... 30\nGeneral Provisions\n30\n26.\nRegistration ............................................................................................................................. 30\n26A. Registrar to provide information ............................................................................................... 31\n27.\nConsequences of incorporation ............................................................................................... 32\n28.\nLack of capacity or power; ultra vires ....................................................................................... 32\n29.\nCopies of memorandum and articles to be given to members .................................................. 33\n29A. Name reservation .................................................................................................................... 33\n30.\nRestrictions on registration of certain names ........................................................................... 33\n31.\nChange of name ...................................................................................................................... 34\n32.\nCompany with power to issue bearer shares not to hold land in the Islands ............................. 35\nPART 3 - Distribution of Capital and Liability of Members of\nCompanies and Associations\nDistribution of Capital\n36\n33.\nShare or interest in company to be personalty ......................................................................... 36\n34.\nShare premium account ........................................................................................................... 37\n35.\nPower to issue shares at a discount......................................................................................... 38\n36.\nPower of company to pay commissions ................................................................................... 38\n37.\nRedemption and purchase of shares ....................................................................................... 39\n37A. Treasury shares ....................................................................................................................... 43\n37B. Surrender of shares ................................................................................................................. 45\n38.\nDefinition of member ................................................................................................................ 46\n39.\nTransfer by personal representative ......................................................................................... 46\n40.\nRegister of members ............................................................................................................... 46\n40A. Branch registers of members ................................................................................................... 47\n40B. Transfer and registration of shares in respect of a company with listed shares ........................ 48\n41.\nAnnual list of members and return of capital, shares, calls, etc. ............................................... 49\n42.\nPenalty on company not making return .................................................................................... 50\n43.\nCertificate of shares or stock ................................................................................................... 50\n44.\nInspection of register ............................................................................................................... 51\n45.\nNotice of increase of capital and of members to be given to Registrar ..................................... 52\n46.\nRemedy for improper entry or omission of entry in register ...................................................... 52\n47.\nNotice to Registrar of rectification of register ............................................................................ 53\n48.\nRegister to be evidence ........................................................................................................... 53\nLiability of Members\n53\n49.\nLiability of present and past members of company................................................................... 53\n\nCompanies Act (2026 Revision)\nArrangement of Sections\n\nc\nRevised as at 1st January, 2026\nPage 7\n\nPART 4 - Management and Administration of Companies\nand Associations - Provisions for Protection of Creditors\n50.\nRegistered office of company ................................................................................................... 54\n51.\nNotice of situation of registered office ...................................................................................... 54\n52.\nPublication of name by a limited company ............................................................................... 55\n53.\nPenalties on non-publication of name ...................................................................................... 55\n54.\nRegister of mortgages ............................................................................................................. 55\n55.\nFiling deadline for updated list of directors etc. ........................................................................ 56\n55A. Registrar to make list of directors available for inspection ........................................................ 57\n56.\nPenalty for failing to notify of changes to the register of directors and officers .......................... 57\n57.\nMeetings .................................................................................................................................. 57\nProvisions for Protection of Members\n58\n58.\nGeneral meetings .................................................................................................................... 58\n59.\nAccounts and audits ................................................................................................................ 58\n60.\nDefinition of special resolution ................................................................................................. 59\n61.\nProvisions where no regulations as to meetings ...................................................................... 60\n62.\nRecording of special resolutions .............................................................................................. 60\n63.\nCopies of special resolutions ................................................................................................... 60\n64.\nAppointment of inspectors to report on affairs of companies .................................................... 60\n65.\nPowers of inspectors ............................................................................................................... 61\n66.\nReport of inspectors ................................................................................................................. 61\n67.\nInspection by resolution of the company .................................................................................. 61\n68.\nInspectors\u2019 report admissible as evidence ................................................................................ 61\nNotices\n61\n69.\nReturns, etc., to Registrar ........................................................................................................ 61\n70.\nService of notices on company ................................................................................................ 62\n71.\nPostal service .......................................................................................................................... 62\n72.\nAuthentication of summons, notice, etc. ................................................................................... 62\n73.\nMinutes of proceedings ............................................................................................................ 62\n74.\nSecurity for costs in actions brought by limited companies ....................................................... 62\n75.\nDeclaration in action against members .................................................................................... 63\nArbitration\n63\n76.\nPower of companies to refer matters to arbitration ................................................................... 63\nGeneral Penalty\n63\n77.\nGeneral penalty; application of fines ........................................................................................ 63\nUnlimited Liability of Directors and Managers\n63\n78.\nUnlimited liability of directors and managers ............................................................................ 63\n79.\nModification of section 49 ........................................................................................................ 63\nAssociation not for Profit\n64\n80.\nCircumstances in which a company may be registered without \u201climited\u201d in its name ................ 64\n80A. Application for designation under section 80 ............................................................................ 66\n80B. Obligations for companies designated under section 80 .......................................................... 66\n80C. Examination by the Registrar ................................................................................................... 66\n80D. Repealed ................................................................................................................................. 67\n80E. Penalty for breach of section 80B ............................................................................................ 67\nContracts\n68\n81.\nContracts and other instruments .............................................................................................. 68\n82.\nBills of exchange and promissory notes ................................................................................... 70\n\nArrangement of Sections\nCompanies Act (2026 Revision)\n\nPage 8\nRevised as at 1st January, 2026\nc\n\n83.\nExecution of deeds, etc., by attorney ....................................................................................... 70\n84.\nPower of company to have official seal for use abroad ............................................................ 70\n85.\nAuthentication of documents .................................................................................................... 71\nArrangements and Reconstructions\n71\n86.\nPower to compromise with creditors and members .................................................................. 71\n87.\nProvisions for facilitating reconstruction and amalgamation of companies ............................... 72\n88.\nPower to acquire shares of dissenting shareholders ................................................................ 73\nPART 5 - Company Restructuring and Winding up of\nCompanies and Associations\nPreliminary\n74\n89.\nDefinitions ................................................................................................................................ 74\n90.\nAlternative modes of winding up .............................................................................................. 75\n91.\nJurisdiction of the Court ........................................................................................................... 75\nCompany Restructuring\n76\n91A. Interpretation of \u201ccompany\u201d ...................................................................................................... 76\n91B. Appointment of a restructuring officer ...................................................................................... 76\n91C. Appointment of an interim restructuring officer ......................................................................... 77\n91D. Restructuring officer................................................................................................................. 78\n91E. Variation or discharge of the order appointing a restructuring .................................................. 78\n91F. Removal and replacement of restructuring officers .................................................................. 79\n91G. Stay of proceedings ................................................................................................................. 80\n91H. Enforcement of creditors\u2019 security ............................................................................................ 80\n91I. Power to compromise with creditors and members within restructuring officer proceeding ....... 81\n91J. Provisions for facilitating reconstruction and amalgamation of companies ............................... 82\nWinding up by the Court\n83\n92.\nCircumstances in which a company may be wound up by the Court ........................................ 83\n93.\nDefinition of inability to pay debts ............................................................................................. 83\n94.\nApplication for winding up ........................................................................................................ 83\n95.\nPowers of the Court ................................................................................................................. 84\n96.\nPower to stay or restrain proceedings ...................................................................................... 86\n97.\nAvoidance of attachments and stay of proceedings ................................................................. 86\n98.\nNotice of winding up order ....................................................................................................... 86\n99.\nAvoidance of property dispositions, etc. ................................................................................... 87\n100. Commencement of winding up by the Court ............................................................................ 87\n101. Company\u2019s statement of affairs ................................................................................................ 87\n102. Investigation by liquidator ........................................................................................................ 88\n103. Duty to co-operate and the private examination of relevant persons ........................................ 89\nOfficial Liquidators\n90\n104. Appointment and powers of provisional liquidator .................................................................... 90\n105. Appointment of official liquidator .............................................................................................. 91\n106. Appointment of joint liquidators ................................................................................................ 91\n107. Removal of official liquidators .................................................................................................. 91\n108. Qualifications of official liquidators ........................................................................................... 91\n109. Remuneration of official liquidators and restructuring officers................................................... 91\n110. Function and powers of official liquidators ................................................................................ 92\n\nCompanies Act (2026 Revision)\nArrangement of Sections\n\nc\nRevised as at 1st January, 2026\nPage 9\n\nGeneral Powers of the Court\n93\n111. Power to stay winding up ......................................................................................................... 93\n112. Settlement of list of contributories ............................................................................................ 93\n113. Power to make calls ................................................................................................................. 94\n114. Inspection of documents by creditors, etc. ............................................................................... 94\n115. Meetings to ascertain wishes of creditors or contributories ...................................................... 94\nVoluntary Winding up\n95\n116. Circumstances in which a company may be wound up voluntarily............................................ 95\n117. Commencement of winding up ................................................................................................. 95\n118. Effect on business and status of the company ......................................................................... 96\n119. Appointment of voluntary liquidator .......................................................................................... 96\n120. Qualifications of voluntary liquidators ....................................................................................... 97\n121. Removal of voluntary liquidators .............................................................................................. 97\n122. Resignation of voluntary liquidator ........................................................................................... 97\n123. Notice of voluntary winding up ................................................................................................. 98\n124. Application for supervision order .............................................................................................. 98\n125. Avoidance of share transfers ................................................................................................... 98\n126. General meeting at year\u2019s end ................................................................................................. 99\n127. Final meeting prior to dissolution ............................................................................................. 99\n128. Effect of winding up on share capital of company limited by guarantee .................................... 99\n129. Reference of questions to Court ............................................................................................ 100\n130. Expenses of voluntary winding up .......................................................................................... 100\nWinding up subject to the supervision of the Court\n100\n131. Application for supervision order ............................................................................................ 100\n132. Appointment of official liquidator ............................................................................................ 101\n133. Effect of supervision order ..................................................................................................... 101\nOffences of fraud, etc.\n101\n134. Fraud, etc. in anticipation of winding up ................................................................................. 101\n135. Transactions in fraud of creditors ........................................................................................... 102\n136. Misconduct in course of winding up ....................................................................................... 102\n137. Material omissions from statement relating to company\u2019s affairs ............................................ 103\nGeneral provisions\n103\n138. Getting in the company\u2019s property.......................................................................................... 103\n139. Provable debts ....................................................................................................................... 104\n140. Distribution of the company\u2019s property ................................................................................... 104\n141. Preferential debts .................................................................................................................. 104\n142. Secured creditors .................................................................................................................. 105\n143. Preferential charge on goods distrained ................................................................................. 105\n144. Effect of execution or attachment ........................................................................................... 105\n145. Voidable preference ............................................................................................................... 106\n146. Avoidance of dispositions made at an undervalue.................................................................. 106\n147. Fraudulent trading.................................................................................................................. 107\n148. Supply of utilities .................................................................................................................... 107\n149. Interest on debts .................................................................................................................... 108\n150. Currency of the liquidation ..................................................................................................... 108\nDissolution of a Company\n109\n151. Dissolution following voluntary winding up ............................................................................. 109\n152. Dissolution following winding up by the Court ........................................................................ 109\n153. Unclaimed dividends and undistributed assets ....................................................................... 109\n\nArrangement of Sections\nCompanies Act (2026 Revision)\n\nPage 10\nRevised as at 1st January, 2026\nc\n\nInsolvency rules and regulations\n110\n154. Insolvency Rules Committee ................................................................................................. 110\n155. Powers of the Insolvency Rules Committee ........................................................................... 110\nPART 6 - Removal of Defunct Companies\n156. Company not operating may be struck off register ................................................................. 111\n156A. Striking off for failure to pay fine ............................................................................................. 111\n157. Company being wound up may be struck off register for want of liquidator, etc. ..................... 111\n158. Registrar to publish fact of company being struck off register................................................. 111\n159. Company, member or creditor may apply to court for company to be reinstated .................... 112\n160. Liability of members of company to remain ............................................................................ 112\n161. Registrar not liable for any act performed under this Part ....................................................... 112\n162. Vesting of property ................................................................................................................ 113\nPART 7 - Exempted Companies\n163. What companies may apply to be registered as exempted companies................................... 113\n164. Registration of exempted companies ..................................................................................... 113\n165. Declaration by proposed company ......................................................................................... 113\n166. Shares shall be non-negotiable .............................................................................................. 113\n167. Repealed ............................................................................................................................... 113\n168. Annual return ......................................................................................................................... 113\n169. Annual fee ............................................................................................................................. 114\n170. Failure to comply with section 168 or 169 .............................................................................. 114\n171. Registrar to give notice .......................................................................................................... 114\n172. False statement in declaration ............................................................................................... 114\n173. Penalty for false declaration ................................................................................................... 115\n174. Prohibited enterprises ............................................................................................................ 115\n175. Prohibited sale of securities ................................................................................................... 115\n176. Penalty for carrying on business contrary to this Part ............................................................. 115\n177. Electronic business by exempted companies ......................................................................... 116\nPART 8 - Exempted Limited Duration Companies\n178. Exempted company may apply to be registered as an exempted limited duration\ncompany ................................................................................................................................ 116\n179. Registration as an exempted limited duration company ......................................................... 116\n180. Contents of articles of association ......................................................................................... 117\n181. Cancellation of registration .................................................................................................... 117\n182. Electronic business by exempted limited duration companies ................................................ 118\nPART 8A - Special Economic Zone Companies\n182A. Exempted company may apply to be registered as a special economic zone company ......... 118\n182B. Registration as a special economic zone company ................................................................ 119\n182C. Cancellation of registration .................................................................................................... 119\n\nCompanies Act (2026 Revision)\nArrangement of Sections\n\nc\nRevised as at 1st January, 2026\nPage 11\n\nPART 9 - Overseas Companies\n183. Definition of foreign company................................................................................................. 120\n184. Documents, etc., to be delivered to Registrar by foreign companies ...................................... 120\n185. Power of certain foreign companies to hold land .................................................................... 121\n186. Registration of foreign companies .......................................................................................... 122\n187. Return to be delivered to Registrar where documents etc., altered ........................................ 122\n188. Obligation to state name of foreign company, whether limited, and country where formed\nor incorporated ...................................................................................................................... 122\n189. Service on foreign company to which this Part applies ........................................................... 123\n190. Deeds, etc., of overseas companies ...................................................................................... 123\n191. Execution of deeds, etc.......................................................................................................... 124\n192. Removing company\u2019s name from register .............................................................................. 124\n193. Penalties for failing to comply with this Part ........................................................................... 124\n194. Definitions in this Part ............................................................................................................ 124\n195. Power of Registrar to prohibit sale ......................................................................................... 125\nPART 10 - Application of this Act to Companies Formed or\nRegistered in the Islands\n196. Application to existing companies .......................................................................................... 125\n197. Date of incorporation ............................................................................................................. 126\n198. Articles of association remain ................................................................................................ 126\nPART 11 - General\n199. Fees in lieu of other provisions .............................................................................................. 126\n199A. Fees for administrative services ............................................................................................. 126\n200. Express fees .......................................................................................................................... 127\n200A. Certificate of good standing ................................................................................................... 127\nPART 12 - Transfer by Way of Continuation\n201. Application for continuation .................................................................................................... 128\n202. Registration under this Part ................................................................................................... 130\n203. Amendment, etc., of charter documents................................................................................. 132\n204. Effect of registration under this Part on companies registered under Part 9 ........................... 132\n205. Notice of registration, etc., to be given in Gazette .................................................................. 133\n206. Deregistration of exempted companies including companies registered under this Part ......... 133\n207. Certification of deregistration, etc. .......................................................................................... 134\n208. Application of Part 9 to deregistered companies .................................................................... 135\n209. Notice of deregistration, etc., to be given in the Gazette ........................................................ 135\nPART 13 \u2013 Re-registration as a Means of an Ordinary Nonresident Company Becoming Exempted or Exempted\nCompany Becoming Ordinary Resident\n210. Ordinary non-resident company may be re-registered as exempted company ....................... 135\n211. Effect of re-registration of ordinary non-resident company as an exempted company ............ 136\n211A. Exempted company may be re-registered as an ordinary resident company .......................... 137\n\nArrangement of Sections\nCompanies Act (2026 Revision)\n\nPage 12\nRevised as at 1st January, 2026\nc\n\n211B. Effect of re-registration of an exempted company as an ordinary ........................................... 138\nPART 14 - Segregated Portfolio Companies\n212. Definitions in this Part ............................................................................................................ 139\n213. Applications for registration .................................................................................................... 139\n214. Conversions of existing companies ........................................................................................ 140\n215. Designation ........................................................................................................................... 141\n216. Segregated portfolios ............................................................................................................. 141\n217. Shares and dividends ............................................................................................................ 142\n218. Company to act on behalf of portfolios ................................................................................... 142\n219. Assets ................................................................................................................................... 143\n220. Segregated portfolio assets ................................................................................................... 143\n221. Segregation of liabilities ......................................................................................................... 144\n222. General liabilities and assets ................................................................................................. 144\n223. Winding-up of company ......................................................................................................... 145\n224. Receivership orders ............................................................................................................... 145\n225. Applications for receivership orders ....................................................................................... 146\n226. Administration of receivership orders ..................................................................................... 146\n227. Discharge of receivership orders ........................................................................................... 147\n228. Remuneration of receiver....................................................................................................... 148\n228A. Termination and re-instatement ............................................................................................. 148\nPart 15 \u2013 Prohibition on Bearer Shares\n229. Issue of bearer shares prohibited ........................................................................................... 148\n230. Repealed ............................................................................................................................... 148\n231. Repealed ............................................................................................................................... 149\n231A. Repealed ............................................................................................................................... 149\nPART 16 \u2013 Merger, Consolidation and Conversion\n232. Definitions in this Part ............................................................................................................ 149\n233. Merger and consolidation....................................................................................................... 150\n233A. Conversion of a limited liability company to an exempted company ....................................... 153\n233B. Conversion of a foundation company to an exempted company ............................................ 155\n234. Delay of effective date ........................................................................................................... 157\n235. Termination or amendment .................................................................................................... 157\n236. Effect of merger or consolidation ........................................................................................... 157\n237. Merger or consolidation with overseas company .................................................................... 158\n238. Rights of dissenters ............................................................................................................... 162\n239. Limitation on rights of dissenters ............................................................................................ 164\n239A. Prohibition on being a segregated portfolio company ............................................................. 164\nPART 17 - International Co-operation\n240. Definitions in this Part ............................................................................................................ 165\n241. Ancillary orders ...................................................................................................................... 165\n\nCompanies Act (2026 Revision)\nArrangement of Sections\n\nc\nRevised as at 1st January, 2026\nPage 13\n\n242. Criteria upon which the Court\u2019s discretion shall be exercised ................................................. 165\n243. Publication of foreign bankruptcy proceedings ....................................................................... 166\nPART 17A \u2013 REPEALED\n244-281.Repealed ........................................................................................................................... 166\nPART 17B \u2013 REPEALED\n281A-H.Repealed ............................................................................................................................ 166\nPART 18 - Miscellaneous\n282. Amendment of schedules ...................................................................................................... 167\n283. Regulations ........................................................................................................................... 167\n284. Validation of payment and collection of fees .......................................................................... 167\n285. Orders or determinations by court not affected ...................................................................... 168\nSCHEDULE 1\n169\nTable A\n169\nRegulations for Management of a Company Limited by Shares\n169\nPreliminary .................................................................................................................................... 169\nShares ............................................................................................................................................ 169\nLien 170\nCalls on Shares ............................................................................................................................. 171\nTransfer and Transmission of Shares ......................................................................................... 171\nForfeiture of Shares ...................................................................................................................... 173\nAlteration of Capital ...................................................................................................................... 174\nGeneral Meetings .......................................................................................................................... 175\nNotice of General Meetings .......................................................................................................... 175\nProceedings at General Meetings ................................................................................................ 176\nVotes of Members ......................................................................................................................... 177\nCorporations Acting by Representatives at Meetings ................................................................ 178\nDirectors ........................................................................................................................................ 178\nPowers and Duties of Directors ................................................................................................... 178\nThe Seal ......................................................................................................................................... 179\nDisqualification of Directors ......................................................................................................... 179\nRotation of Directors ..................................................................................................................... 180\nProceedings of Directors .............................................................................................................. 181\nDividends and Reserve ................................................................................................................. 181\nAccounts ....................................................................................................................................... 182\nAudit 183\nNotices ........................................................................................................................................... 183\nSCHEDULE 1A\n185\nRequired Particulars\n185\nSCHEDULE 2\n186\nCategories of Preferred Debts\n186\n\nArrangement of Sections\nCompanies Act (2026 Revision)\n\nPage 14\nRevised as at 1st January, 2026\nc\n\nCategory 1: Debts due to employees ........................................................................................... 186\nCategory 2: Debts due to bank depositors .................................................................................. 186\nCategory 3: Taxes due to the Government .................................................................................. 188\nSCHEDULE 3\n189\nPowers of Liquidators\n189\nPART 1 ........................................................................................................................................... 189\nPowers exercisable with sanction\n189\nPART 2 ........................................................................................................................................... 190\nPowers exercisable without sanction\n190\nSCHEDULE 4\n191\nAPPROVED STOCK EXCHANGES\n191\nSCHEDULE 5\n194\nFEES\n194\nPART 1 ........................................................................................................................................... 194\nPART 1A ........................................................................................................................................ 194\nPART 1B ........................................................................................................................................ 195\nPART 2 ........................................................................................................................................... 195\nPART 3 ........................................................................................................................................... 195\nPART 3A ........................................................................................................................................ 196\nPART 4 ........................................................................................................................................... 196\nPART 5 ........................................................................................................................................... 197\nPART 6 ........................................................................................................................................... 197\nPART 6A ........................................................................................................................................ 197\nPART 7 ........................................................................................................................................... 198\nPART 8 ........................................................................................................................................... 198\nPART 9 ........................................................................................................................................... 199\nENDNOTES\n201\nTable of Legislation history: ............................................................................................................. 201\n\nCompanies Act (2026 Revision)\nSection 1\n\nc\nRevised as at 1st January, 2026\nPage 15\n\nCAYMAN ISLANDS\n\nCOMPANIES ACT\n(2026 Revision)\n\nPART 1 - Preliminary\n1.\nShort title\n1.\nThis Act may be cited as the Companies Act (2026 Revision).\n2.\nDefinitions and interpretation\n2.\n(1) In this Act \u2014\n\u201cAuthority\u201d means the Cayman Islands Monetary Authority established under\nsection 5(1) of the Monetary Authority Act (2020 Revision) and includes a\nperson acting under the Authority\u2019s authorisation;\n\u201cbearer share\u201d means a share in the capital of any company incorporated in the\nIslands which \u2014\n(a)\nis represented by a certificate that does not record the owner\u2019s name; and\n(b) is transferable by delivery of the certificate;\n\u201cCayman Islands exempted limited partnership\u201d means an exempted limited\npartnership registered in accordance with section 9 of the Exempted Limited\nPartnership Act (2021 Revision);\n\u201cCayman Islands Stock Exchange\u201d means the Cayman Islands Stock\nExchange Company incorporated under section 4 of the Stock Exchange\nCompany Act (2014 Revision);\n\nSection 2\nCompanies Act (2026 Revision)\n\nPage 16\nRevised as at 1st January, 2026\nc\n\n\u201ccertified translator\u201d means a person whose interpretation or translation\ncompetence has been tested and approved by a professional association or\ngovernmental body or any other person determined by the Registrar;\n\u201cCourt\u201d means the Grand Court of the Cayman Islands;\n\u201ccompany\u201d except where the context excludes exempted companies, means a\ncompany formed and registered under this Act or an existing company;\n\u201ccurrency\u201d includes the ECU and any unit of account used at any time by the\nEuropean Monetary Fund;\n\u201cdual foreign name\u201d means an additional name in any language not utilising\nthe Roman alphabet, utilising any letters, characters, script, accents and other\ndiacritical marks, and which does not have to be a translation or transliteration\nof the name in the Roman alphabet;\n\u201cECU\u201d or \u201cEuropean Currency Unit\u201d means the former currency basket,\nwhich was replaced by the euro on 1st January, 1999, that was, from time to\ntime, used as the unit of account of the European Community as defined in\nEuropean Council Regulation No. 3320\/94;\n\u201ceuro\u201d means the common currency of participating member states of the\nEuropean Union that adopt a single currency in accordance with the Treaty as\ndefined in European Council Regulation No. 974\/98;\n\u201cexempted company\u201d means a company registered as an exempted company\nunder section 164;\n\u201cexempted limited duration company\u201d means an exempted company\nregistered as an exempted limited duration company under section 179;\n\u201cexisting company\u201d means a company which, prior to the 1st December, 1961,\nhas been incorporated and its memorandum of association recorded in the\nIslands pursuant to the laws relating to companies then in force in the Islands;\n\u201chigh net worth person\u201d has the meaning assigned by section 2 of the\nSecurities Investment Business Act (2020 Revision);\n\u201cInsolvency Rules Committee\u201d means the committee established in\naccordance with section 154;\n\u201cJudge\u201d means a Judge of the Grand Court;\n\u201cname\u201d, when relating to the name of a company, means a name in the Roman\nalphabet or Arabic numerals;\n\u201cnon-resident company\u201d bears the meaning ascribed to that term in\nsection 2(1) of the Local Companies (Control) Act (2025 Revision);\n\u201cofficer\u201d in relation to a company, includes a manager or secretary;\n\u201cordinary non-resident company\u201d means a company designated by the\nFinancial Secretary as a non-resident company in accordance with section 2(3)\nof the Local Companies (Control) Act (2025 Revision);\n\nCompanies Act (2026 Revision)\nSection 2\n\nc\nRevised as at 1st January, 2026\nPage 17\n\n\u201cordinary resident company\u201d means a company which carries on business in\nthe Islands in accordance with section 2(2) of the Local Companies (Control)\nAct (2025 Revision);\n\u201coverseas company\u201d means a company, body corporate or corporate entity\nexisting under the laws of a jurisdiction outside the Islands;\n\u201cpublic notice\u201d means a public notice (whether in digital form or not) affixed\nby the Registrar at such place as may be determined, from time to time, by the\nRegistrar;\n\u201cRegistrar\u201d means the Registrar of Companies appointed under section 3 and\nincludes, where appropriate, the Deputy Registrar of Companies;\n\u201cregulated business\u201d means a business which is required to be licensed under\none or other of the regulatory laws;\n\u201cregulatory laws\u201d means any one or more of the following \u2014\n(a)\nBanks and Trust Companies Act (2025 Revision);\n(b) Building Societies Act (2020 Revision);\n(c)\nCompanies Management Act (2025 Revision);\n(d) Cooperative Societies Act (2020 Revision);\n(e)\nInsurance Act, 2010 [Law 32 of 2010];\n(f)\nMoney Services Act (2020 Revision);\n(g) Mutual Funds Act (2025 Revision);\n(h) Securities Investment Business Act (2020 Revision);\n(i)  Development Bank Act (2018 Revision);\n(j)  Directors Registration and Licensing Act, 2014; and\n(k)  Private Funds Act (2021 Revision),\nand any other laws that may be prescribed by the Cabinet by regulations made\nunder section 46 of the Monetary Authority Act (2020 Revision);\n\u201csolvency statement\u201d means a statement made in the prescribed form to the\neffect that a full enquiry into the company\u2019s affairs has been made and to the\nbest of the directors\u2019 knowledge and belief the company will be able to pay its\ndebts as they fall due in the ordinary course of business commencing on the date\nof the statement;\n\u201csophisticated person\u201d has the meaning assigned by section 2 of the Securities\nInvestment Business Act (2020 Revision);\n\u201cspecial resolution\u201d means a special resolution as defined in section 60;\n\u201cspecial economic zone business\u201d means any type of business authorised to be\ncarried on in a special economic zone pursuant to any Law in force in the\nIslands;\n\nSection 2\nCompanies Act (2026 Revision)\n\nPage 18\nRevised as at 1st January, 2026\nc\n\n\u201cspecial economic zone company\u201d means an exempted company that is\nregistered as such under section 182A;\n\u201ctranslated name\u201d means a translation or transliteration of an exempted\ncompany\u2019s dual foreign name into the English language provided by either a\nperson licensed to provide such company\u2019s registered office in the Cayman\nIslands or a certified translator (together with a statement in the prescribed form\nas to the foreign language in which such dual foreign name is written); and\n\u201cTreaty\u201d means the Treaty on European Union signed in Maastricht on 7th\nFebruary, 1992, as amended by the Treaty of Amsterdam amending the Treaty\non European Union, signed in Amsterdam on 2nd October, 1997, the Treaty of\nNice and the Convention on the Future of Europe, signed in Nice on 26th\nFebruary, 2001 and the Treaty of Lisbon amending the Treaty on European\nUnion, signed in Lisbon on 13th December, 2007.\n(2) Where, in this Act, it is provided that a company and every officer of the\ncompany who is in default shall be liable to a default fine, the company and\nevery such officer shall, for every day during which the default, refusal or\ncontravention continues, be liable to a fine of ten dollars.\n(3) In this Act, where it provides that an officer of a company who is in default shall\nbe liable to a default fine, the expression \u201cofficer who is in default\u201d means any\nofficer of the company who knowingly and wilfully authorises or permits the\ndefault, refusal or contravention mentioned in the enactment.\n(4) For the purposes of this Act \u201cpaid up\u201d or \u201cfully paid\u201d means, in the case of\nshares with a nominal or par value, paid up or fully paid as to nominal or par\nvalue only and, in the case of shares without nominal or par value, means paid\nup or fully paid up as to the issue price.\n(5) For the purposes of this Act \u201ccarry on business in the Islands\u201d shall be\nconstrued in accordance with the Local Companies Control Act (2025 Revision).\n(6)  For the purpose of this Act, \u201cpublic in the Islands\u201d does not include \u2014\n(a)  a sophisticated person;\n(b)  a high net worth person;\n(c)  a person specified in paragraph 3 of Schedule 4 to the Securities Investment\nBusiness Act (2020) Revision;\n(d)  an exempted or ordinary non-resident company registered under this Act,\na foreign company registered under Part 9 of this Act, or a limited liability\ncompany registered under the Limited Liability Companies Act (2025\nRevision) or any such company acting as general partner of an exempted\nlimited partnership registered under the Exempted Limited Partnership Act\n(2025 Revision) or any director or officer acting in that capacity;\n(e)  an exempted limited partnership registered under section 9(1) of the\nExempted Limited Partnership Act (2025 Revision);\n\nCompanies Act (2026 Revision)\nSection 3\n\nc\nRevised as at 1st January, 2026\nPage 19\n\n(f)  a limited liability partnership registered under the Limited Liability\nPartnership Act (2025 Revision); or\n(g)  the trustee of any trust registered or capable of registration under section\n74 of the Trusts Act (2021 Revision) acting in that capacity.\n3.\nRegistrar\n3.\n(1) The Governor shall, by instrument under the Public Seal, appoint a Registrar\nand a Deputy Registrar of Companies for the purposes of this Act, and the\nDeputy Registrar may, in the absence of the Registrar, act as Registrar for all\npurposes of this Act.\n(2) Without divesting the Registrar of any of that person\u2019s powers or duties the\nMinister charged with responsibility for Financial Services may authorise by\nname any officer in the Registrar\u2019s department to exercise and perform any of\nsuch powers and duties under the direction and control of the Registrar and may,\nat any time, vary or revoke such authorisation.\n4.\nSignature of Registrar\n4.\n(1) Any document purporting to bear the signature of the Registrar or of an officer\nauthorised in accordance with section 3(2) shall be deemed, until the contrary is\nproved, to have been duly given, made or issued by the authority of the\nRegistrar.\n(2) In subsection (1) \u2014\n\u201csignature\u201d includes a facsimile of a signature however reproduced and a\ndigital signature.\nPART 2 - Constitution and Incorporation of Companies and\nAssociations - Memorandum of Association\n5.\nMode of forming company\n5.\nAny one or more persons associated for any lawful purpose may, by subscribing their\nnames to a memorandum of association, and otherwise complying with this Act in\nrespect of registration, form an incorporated company, with or without limited\nliability.\n6.\nMode of limiting liability of members\n6.\nThe liability of the members of a company formed under this Act may, according to\nthe memorandum of association, be limited either to the amount, if any, unpaid on the\nshares respectively held by them, or to such amount as the members may respectively\nundertake by the memorandum of association to contribute to the assets of the\ncompany in the event of its being wound up.\n\nSection 7\nCompanies Act (2026 Revision)\n\nPage 20\nRevised as at 1st January, 2026\nc\n\n7.\nMemorandum of association\n7.\n(1) The memorandum of association shall, subject to subsections (2), (3) and (4)\nand to sections 8 and 9, contain \u2014\n(a)\nthe name of the proposed company which in the case of an exempted\ncompany, may be preceded by or followed with a dual foreign name, with\nthe addition, in the case of any company not being an exempted company\nor a company formed on the principle of having no limit placed on the\nliability of its members, in this Act referred to as an \u201cunlimited company\u201d,\nof the word \u201cLimited\u201d or the abbreviation \u201cLtd.\u201d as the last word in such\nname; and\n(b) the part of the Islands in which the registered office of the company is\nproposed to be situate.\n(2) No subscriber shall take less than one share.\n(3) Each subscriber of the memorandum of association shall write opposite to that\nsubscriber\u2019s name the number of shares that person takes.\n(4) The memorandum of association may specify objects for which the proposed\ncompany is to be established and may provide that the business of the company\nshall be restricted to the furtherance of the specified objects. If no objects are\nspecified or if objects are specified but the business of the company is not\nrestricted to the furtherance of those objects, then the company shall have full\npower and the authority to carry out any object not prohibited by this or any\nother Law.\n8.\nCompany limited by shares\n8.\n(1) Subject to subsection (2), where a company is formed on the principle of having\nthe liability of its members limited to the amount unpaid on their shares, in this\nAct referred to as a company limited by shares, the memorandum of association\nshall also contain \u2014\n(a)\na declaration that the liability of its members is limited; and\n(b) the amount of capital with which it proposes to be registered, divided into\nshares of a certain fixed amount to be also therein specified:\nProvided that the capital with which an exempted company proposes to be\nregistered may be divided into shares without nominal or par value in which\ncase the memorandum of association shall contain the amount of the aggregate\nconsideration for which such shares may be issued:\nProvided further that no exempted company shall divide its capital into both\nshares of a fixed amount and shares without nominal or par value.\n(2) Where the capital of such a company is divided into shares of more than one\nclass, the memorandum of association may contain a declaration that in a\n\nCompanies Act (2026 Revision)\nSection 9\n\nc\nRevised as at 1st January, 2026\nPage 21\n\nwinding up of the company the liability of members holding the shares of a\nparticular class shall be unlimited.\n(3) The capital, fixed amount of shares and aggregate consideration referred to in\nsubsection (1) may be expressed, and subscribed for, in any one or more\ncurrencies.\n(4) No authorisation or issue, or purported authorisation or issue, by an exempted\ncompany of any share without nominal or par value shall, if that company has\nits capital divided into such shares only, be invalid only by reason of the fact it\nwas authorised or issued, or purportedly authorised or issued, prior to the 20th\nNovember, 1989.\n9.\nCompany limited by guarantee\n9.\n(1) Subject to subsection (2), where a company is formed on the principle of having\nthe liability of its members limited to such amount as the members respectively\nundertake to contribute to the assets of the company in the event of the same\nbeing wound up, (in this Act referred to as a company limited by guarantee), the\nmemorandum of association shall also contain a declaration that each member\nundertakes to contribute to the assets of the company, in the event of the same\nbeing wound up during the time that that person is a member, or within one year\nafterwards, for payment of the debts and liabilities of the company contracted\nbefore the time at which that person ceases to be a member, and of the costs,\ncharges and expenses of the winding up of the company, and for the adjustment\nof the rights of the contributories amongst themselves, such amount as may be\nrequired, not exceeding a specific amount to be therein named.\n(2) Where such a company has more than one class of member, the memorandum\nof association may contain a declaration that in a winding up of the company\nthe amount of the undertaking of the members of a particular class shall be\nunlimited.\n(3) A company limited by guarantee may have a share capital.\n10.\nMemorandum of association may be altered\n10. Subject to section 13, a company may, by special resolution, alter its memorandum\nof association with respect to any objects, powers or other matters specified therein.\n11.\nAddress of registered office may be changed\n11. (1) A company may, by resolution of the directors, change the address of the\nregistered office of the company to another address in the Islands, and shall,\nwithin thirty days from the date on which the resolution is made, file with the\nRegistrar a certified copy of the resolution of the directors authorising the\nchange together with the prescribed amendment fee.\n\nSection 12\nCompanies Act (2026 Revision)\n\nPage 22\nRevised as at 1st January, 2026\nc\n\n(2) Until subsection (1) is complied with, the company shall not be deemed to have\ncomplied with this Act with respect to having a registered office.\n12.\nSignature and effect of memorandum of association\n12. The memorandum of association shall be signed by each subscriber in the presence\nof and be attested by at least one witness. It shall, when registered, bind the company\nand the members thereof to the same extent as if each member had subscribed that\nperson\u2019s name and affixed that person\u2019s seal thereto and there were in the\nmemorandum contained on the part of that person, that person\u2019s heirs, executors and\nadministrators, a covenant to observe all the conditions of such memorandum, subject\nto this Act, and all monies payable by any member to the company under such\nmemorandum shall be deemed to be a debt due from such member to the company.\n13.\nPower of company limited by shares to alter its share capital\n13. (1) A company limited by shares or a company limited by guarantee and having a\nshare capital, if so authorised by its articles, may alter the conditions of its\nmemorandum to \u2014\n(a)\nincrease its share capital by new shares of such amount as it thinks\nexpedient:\nProvided that an exempted company having no shares of a fixed amount may\nincrease its share capital by such number of shares without nominal or par value,\nor may increase the aggregate consideration for which such shares may be\nissued, as it thinks expedient;\n(b) consolidate and divide all or any of its share capital into shares of larger\namount than its existing shares;\n(c)\nconvert all or any of its paid-up shares into stock, and reconvert that stock\ninto paid-up shares of any denomination;\n(d) subdivide its shares or any of them, into shares of an amount smaller than\nthat fixed by the memorandum, so, however, that in the subdivision the\nproportion between the amount paid and the amount, if any, unpaid on\neach reduced share shall be the same as it was in case of the share from\nwhich the reduced share is derived; and\n(e)\ncancel shares which, at the date of the passing of the resolution in that\nbehalf, have not been taken or agreed to be taken by any person, and\ndiminish the amount of its share capital by the amount of the shares so\ncancelled or, in the case of shares without nominal or par value, diminish\nthe number of shares into which its capital is divided.\n(1A) Paragraphs (b), (c) and (d) shall have no application to shares without nominal\nor par value.\n(2) The powers conferred by subsection (1) may not be exercised except by a\nresolution of the members of the company.\n\nCompanies Act (2026 Revision)\nSection 13\n\nc\nRevised as at 1st January, 2026\nPage 23\n\n(3) If a currency in which any of the capital of a company limited by shares or by\nguarantee is replaced by the euro, the provisions of the company\u2019s memorandum\nof association and articles of association shall automatically be altered so as to\nre-denominate in euros the capital that is denominated in the replaced currency,\nat the conversion rate specified in, or otherwise calculated in accordance with,\nthe relevant regulations adopted by the Council of the European Union, and the\ncompany, by resolution of the directors, may \u2014\n(a)\ntake such action to round up or down the euro nominal or par value of each\nshare in the company or the euro guarantee amount to such multiple of the\neuro as the directors may deem appropriate;\n(b) notwithstanding the requirement for a special resolution in section 31, if\nthe name of the company includes a reference to a currency replaced by\nthe euro, or an abbreviation thereof \u2014\n(i)\nalter the name of the company to delete the reference or to substitute\nthe reference with a reference to the euro or an abbreviation thereof;\nand\n(ii) add such further distinguishing wording as the directors consider\nappropriate; and\n(c)\nif the memorandum of association or articles of association of the company\ninclude a reference or references to a currency replaced by the euro, alter\nany or all such references in either or both of the memorandum of\nassociation and the articles of association by substituting such references\nwith references to the euro or an abbreviation thereof.\n(4) A company may, by resolution of the directors, reverse or vary the redenomination of currency or any other action taken under subsection (3).\n(5) A copy of any resolution passed under subsection (3) or (4) shall be forwarded\nto the Registrar within fifteen days and shall be recorded by that person.\n(6) A cancellation of shares or a rounding down of the nominal or par value of\nshares under this section shall not be deemed to be a reduction of share capital\nwithin the meaning of this Act.\n(7) If any action is taken by the company under paragraph (a) of\nsubsection (3) to \u2014\n(a)\nround up the euro nominal or par value of any issued share in the company,\nthen an amount equal to the increase in nominal or par value of that share\nshall be transferred from the share premium account or from the profit and\nloss account (as the directors shall, in their discretion, determine) and shall\nthereafter be deemed to be and treated as paid up share capital of the\ncompany; or\n(b) round down the euro nominal or par value of any issued share in the\ncompany, then an amount equal to the decrease in the nominal or par value\n\nSection 14\nCompanies Act (2026 Revision)\n\nPage 24\nRevised as at 1st January, 2026\nc\n\nof that share shall be transferred from the paid up share capital of the\ncompany to the share premium account and shall thereafter be deemed to\nbe and treated as share premium for the purposes of this Act.\n14.\nSpecial resolution for reduction of share capital\n14. (1) Subject to section 37, a company limited by shares or a company limited by\nguarantee and having a share capital, if so authorised by its articles \u2014\n(a)  may reduce its share capital in any way \u2014\n(i)\n by special resolution and confirmation by the Court; or\n(ii)  by special resolution supported by a solvency statement in\naccordance with section 14A; and\n(b)  in particular, without prejudice to the generality of the power under\nparagraph (a), may either \u2014\n(i)  extinguish or reduce the liability on any of its shares in respect of\nshare capital not paid up;\n(ii)  with or without extinguishing or reducing liability on any of its\nshares, cancel any paid-up share capital which is lost or\nunrepresented by available assets; or\n(iii)  with or without extinguishing or reducing liability of any of its\nshares, pay off any paid-up share capital which is in excess of the\nneeds of the company,\n\nand may, if and so far as is necessary, alter its memorandum by reducing\nthe amount of its share capital and of its shares accordingly.\n(1A)  For the purposes of subsection (1), the reduction of shares in a company as \u2014\n(a)  part of a merger or consolidation pursuant to section 233; or\n(b)  part of a surrender of shares pursuant to section 37B,\nis not a reduction of share capital.\n(2) A special resolution under subsection (1) is, in this Act, referred to as \u201ca special\nresolution for reducing share capital\u201d.\n14A. Reduction supported by solvency statement\n14A. (1) A reduction of capital is supported by a solvency statement if the directors of\nthe company make a solvency statement no more than thirty days before the date\non which the special resolution for reducing share capital passed.\n(2)  Any director who knowingly makes a solvency statement under this section\nwithout having reasonable grounds to believe that the company will be able to\npay its debts in full as they fall due in the ordinary course of business commits\nan offence and is liable on summary conviction to a fine of ten thousand dollars\nand to imprisonment for two years.\n\nCompanies Act (2026 Revision)\nSection 14B\n\nc\nRevised as at 1st January, 2026\nPage 25\n\n14B. Registration of solvency statement and minute of reduction\n14B. (1) Where a reduction of capital is supported by a solvency statement under section\n14A, the company shall within fifteen days after the special resolution for\nreducing share capital is passed, deliver to the Registrar \u2014\n(a)  a copy of the solvency statement; and\n(b)  a minute showing in respect of the company, the information specified in\nsubsection (2).\n(2)  The minute referred to under subsection (1)(b) shall state with respect to the\ncompany\u2019s reduction of capital by the special resolution for reducing share\ncapital \u2014\n(a)  the amount of share capital of the company;\n(b)  the number of shares into which the share capital is to be divided and the\namount of each share; and\n(c)  the amount, if any, deemed to be paid up on each share.\n(3)  The Registrar, on receipt of the copy of the solvency statement and the minute\nin accordance with subsections (1) and (2), shall \u2014\n(a)  register the solvency statement made under section 14A and the minute;\nand\n(b)  issue to the company, a certificate stating that the solvency statement made\nunder section 14A and the minute have been registered.\n(4)  The Registrar shall publish by notice in the Gazette the registration of the\nsolvency statement made under section 14A and the minute.\n(5)  Where a company fails to deliver the items required under subsection (1) to the\nRegistrar within fifteen days after the passing of the special resolution for\nreducing share capital, the Registrar shall not register the items.\n(6)  Where the Registrar, in accordance with subsection (5), does not register the\nitems, the company may apply to the Court, by way of petition, for an order\nconfirming the reduction of share capital under section 15(1).\n(7)  A certificate issued under subsection (3)(b) shall be conclusive evidence that all\nthe requirements of this Act with respect to reduction of share capital have been\ncomplied with and that the share capital of the company is as stated in the\nminute.\n (8)  The minute, when registered under subsection (3)(a), shall be deemed to be\nsubstituted for the corresponding part of the memorandum of association and\nshall be valid and alterable as if it had been contained in the memorandum of\nassociation on the effective date of the reduction of capital.\n\nSection 15\nCompanies Act (2026 Revision)\n\nPage 26\nRevised as at 1st January, 2026\nc\n\n(9)  The special resolution for reducing share capital shall take effect on the date of\nregistration of the solvency statement made under section 14A and the minute.\n15.\nApplication to court for confirming order, objections by creditors\n15. (1) Where a company has passed a special resolution for reducing share capital, it\nmay apply by petition to the Court for an order confirming the reduction.\n(2) Where the proposed reduction of share capital involves either diminution of\nliability in respect of unpaid share capital or the payment to any shareholder of\nany paid-up share capital, and, in any other case, if the Court so directs, subject\nto subsection (3), the following shall have effect \u2014\n(a)\nevery creditor of the company who at the date fixed by the Court is entitled\nto any debt or claim which, if that date were the commencement of the\nwinding up of the company, would be admissible in proof against the\ncompany, shall be entitled to object to the reduction;\n(b) the Court shall settle a list of creditors so entitled to object, and for that\npurpose shall ascertain as far as possible without requiring an application\nfrom any creditor, the names of those creditors and the nature and amount\nof their debts or claims, and may publish notices fixing a day or period on\nor within which creditors not entered on the list are to claim to be so\nentered or are to be excluded from the right of objecting to the reduction;\nand\n(c)\nwhere a creditor entered on the list whose debt or claim is not discharged\nor has not determined does not consent to the reduction, the Court may, if\nit thinks fit, dispense with the consent of that creditor, on the company\nsecuring payment of that person\u2019s debt or claim by appropriating as the\nCourt may direct, the following amount \u2014\n(i)\nif the company admits the full amount of the debt or claim, or, though\nnot admitting it, is willing to provide for it, then the full amount of\nthe debt or claim; or\n(ii) if the company does not admit and is not willing to provide for the\nfull amount of the debt or claim, or, if the amount is contingent or not\nascertained, then an amount fixed by the Court after the like enquiry\nand adjudication as if the company were being wound up by the\nCourt.\n(3) Where a proposed reduction of share capital involves either the diminution of\nany liability in respect of unpaid share capital or the payment to any shareholder\nof any paid-up share capital the Court may, if having regard to any special\ncircumstances of the case it thinks proper so to do, direct that subsection (2)\nshall not apply as regards any class or any classes of creditors.\n\nCompanies Act (2026 Revision)\nSection 16\n\nc\nRevised as at 1st January, 2026\nPage 27\n\n16.\nOrder confirming reduction and powers of Court on making such order\n16. (1) The Court, if satisfied with respect to every creditor of the company who under\nsection 15 is entitled to object to the reduction, that either that person\u2019s consent\nto the reduction has been obtained or that person\u2019s debt or claim has been\ndischarged or has determined, or has been secured, may make an order\nconfirming the reduction on such terms and conditions as it thinks fit.\n(2) Where the Court makes any such order, it may \u2014\n(a)\nif for any special reason it thinks proper so to do, direct that the company\nshall, during such period, commencing on or at any time after the date of\nthe order, as is specified in the order, add to its name as the last word\nthereof the words \u201cand reduced\u201d; and\n(b) require the company to publish as the Court directs the reasons for\nreduction or such other information in regard thereto as the Court may\nthink expedient with a view to giving proper information to the public,\nand, if the court thinks fit, the causes which led to the reduction.\n(3) Where a company is ordered to add to its name the words \u201cand reduced\u201d, those\nwords shall, until the expiration of the period specified in the order, be deemed\nto be part of the name of the company.\n17.\nRegistration of order and minute of reduction\n17. (1) The Registrar, on delivery to that person of a copy of an order of the Court\nconfirming the reduction of the share capital of a company, and of a minute\napproved by the Court, showing, with respect to the share capital of the company\nas altered by the order, the amount of the share capital, the number of shares\ninto which it is to be divided and the amount of each share, and the amount, if\nany, at the date of the registration of the order and minute deemed to be paid up\non each share, shall register the order and minute.\n(2) On the registration of the order and minute, and not earlier, the special resolution\nfor reducing share capital as confirmed by the order so registered shall take\neffect.\n(3) Notice of the registration shall be published in such manner as the Court may\ndirect.\n(4) The Registrar shall certify under that person\u2019s hand the registration of the order\nand minute, and that person\u2019s certificate shall be conclusive evidence that all the\nrequirements of this Act with respect to reduction of share capital have been\ncomplied with, and that the share capital of the company is such as is stated in\nthe minute.\n(5) The minute, when registered, shall be deemed to be substituted for the\ncorresponding part of the memorandum, and shall be valid and alterable as if it\nhad been originally contained therein.\n\nSection 18\nCompanies Act (2026 Revision)\n\nPage 28\nRevised as at 1st January, 2026\nc\n\n18.\nLiability of members in respect of reduced shares\n18. (1) In the case of a reduction of share capital, a member of the company, past or\npresent, shall not be liable in respect of any share to any call or contribution\nexceeding in amount the difference, if any, between the amount of the share as\nfixed by the minute and the amount paid or the reduced amount, if any, which\nis to be deemed to have been paid on the shares, as the case may be:\nProvided that, if any, creditor entitled in respect of any debt or claim to object\nto the reduction of share capital is, by reason of that person\u2019s ignorance of the\nproceedings for reduction or of their nature and effect with respect to that\nperson\u2019s claim, not entered on the list of creditors, and after the reduction the\ncompany is unable, within the meaning of this Act with respect to winding up\nby the Court, to pay the amount of that person\u2019s debt or claim, then \u2014\n(a)\nevery person who was a member of the company at the date of the\nregistration of the order for reduction and minute shall be liable to\ncontribute for the payment of that debt or claim an amount not exceeding\nthe amount which that person would have been liable to contribute if the\ncompany had commenced to be wound up on the day before the said date;\nand\n(b) if the company is wound up, the Court, on the application of any such\ncreditor and proof of that person\u2019s ignorance as aforesaid, may if it thinks\nfit, settle accordingly a list of persons so liable to contribute, and make and\nenforce calls and orders on the contributories in a winding up.\n(2) Nothing in this section shall affect the rights of the contributories among\nthemselves.\n19.\nPenalty for concealment of names of creditors\n19. A person who, being a director, manager, secretary or other officer of the company \u2014\n(a)\nwilfully conceals the name of any creditor entitled to object to the\nreduction;\n(b) wilfully misrepresents the nature or amount of the debt or claim of any\ncreditor; or\n(c)\naids, abets or is privy to any such concealment or misrepresentation as\naforesaid,\ncommits an offence and is liable on summary conviction to a fine of five\nthousand dollars or to imprisonment for a term of one year, or to both.\n\nCompanies Act (2026 Revision)\nSection 20\n\nc\nRevised as at 1st January, 2026\nPage 29\n\n20.\nArticles prescribing regulations for companies\n20. There may, in the case of a company limited by shares, and there shall, in the case of\na company limited by guarantee or unlimited, be registered with the memorandum,\narticles of association signed by the subscribers to the memorandum and prescribing\nregulations for the company.\n21.\nRegulations required in case of unlimited company or company limited by\nguarantee\n21. (1) In the case of an unlimited company the articles must state the number of\nmembers with which the company proposes to be registered and, if the company\nhas a share capital, the amount of share capital with which the company\nproposes to be registered.\n(2) In the case of a company limited by guarantee, the articles must state the number\nof members with which the company proposes to be registered.\n22.\nAdoption and application of Table A in Schedule 1\n22. (1) Articles of association may adopt all or any of the regulations contained in Table\nA in Schedule 1.\n(2) In the case of a company limited by shares and registered after the 1st December,\n1961, if articles are not registered or, if articles are registered, insofar as the\narticles do not exclude or modify the regulations contained in Table A in\nSchedule 1, those regulations shall, so far as applicable, be the regulations of\nthe company in the same manner and to the same extent as if they were\ncontained in duly registered articles.\n23.\nPrinting, stamping and signature of articles\n23. Articles shall \u2014\n(a)\nbe divided into paragraphs numbered consecutively;\n(b) bear the same stamp as if they were contained in a deed; and\n(c)\nsave as otherwise provided in section 25(2), be signed by each subscriber\nof the memorandum of association or each existing member, as the case\nmay be, in the presence of at least one witness who shall attest the\nsignature, and that attestation shall be sufficient.\n24.\nAlteration of articles by special resolution\n24. (1) Subject to this Act and to the conditions contained in its memorandum, a\ncompany may, by special resolution, alter or add to its articles.\n(2) Any alteration or addition so made in the articles shall, subject to this Act, be as\nvalid as if originally contained therein, and be subject in like manner to\nalteration by special resolution.\n\nSection 25\nCompanies Act (2026 Revision)\n\nPage 30\nRevised as at 1st January, 2026\nc\n\n25.\nAdoption and effect of articles of association\n25. (1) If the memorandum of association is accompanied by articles of association the\narticles shall be signed by each subscriber to the memorandum in the presence\nof and be attested by at least one witness.\n(2) If the memorandum of association is not accompanied by articles of association,\nthe company may, subject to the conditions contained in the memorandum of\nassociation, adopt articles of association which shall be signed by each existing\nmember of the company in the presence of and be attested by at least one\nwitness, or may, by passing a special resolution under section 60, adopt articles\nof association.\n(3) When registered the said articles of association shall bind the company and the\nmembers thereof to the same extent as if each member had subscribed that\nperson\u2019s name and affixed that person\u2019s seal thereto, and there were in such\narticles contained a covenant on the part of that person, that person\u2019s heirs,\nexecutors and administrators to conform to all the regulations contained in such\narticles subject to this Act; and all monies payable by any member to the\ncompany in pursuance of the conditions or regulations shall be deemed to be a\ndebt due from such member to the company.\nGeneral Provisions\n26.\nRegistration\n26. (1) The memorandum of association and the articles of association, if any, shall be\ndelivered in duplicate to the Registrar who shall file and retain the original\nthereof and shall return the duplicate thereof endorsed with a memorandum of\nregistration and a memorandum of the particulars set out in subsection (2).\n(2) Each memorandum of association and the articles of association, if any, shall be\nnumbered and filed consecutively and shall be endorsed with the date of the\nmonth and year of such filing.\n(3) A register of companies shall be kept by the Registrar in which shall be entered\nthe particulars set out in Schedule 1A and, save for the particulars set out in\nparagraph (i) of Schedule 1A, such particulars shall be annexed to the\nmemorandum of association and articles of association, if any, insofar as they\nare not included therein.\n(3A) The Registrar shall make the register under subsection (3) available for\ninspection by any person on payment of the fee specified in Part 1A of Schedule\n5 and the inspection shall be subject to such conditions as the Registrar may\nimpose.\n(3B) The Cabinet may amend Schedule 1A by Order.\n\nCompanies Act (2026 Revision)\nSection 26A\n\nc\nRevised as at 1st January, 2026\nPage 31\n\n (4) Upon the filing of a memorandum of association under this section, there shall\nbe paid to the Registrar the fees specified in Part 1 of Schedule 5.\n26A. Registrar to provide information\n26A. (1) The Registrar shall, upon request in writing by an entity under subsection (2),\nprovide any information required to discharge any function or exercise any\npower, under the following Acts \u2014\n(a)\nthe Anti-Corruption Act (2019 Revision);\n(b) the Monetary Authority Act (2020 Revision);\n(c)\nthe Proceeds of Crime Act (2025 Revision);\n(d) the Tax Information Authority Act (2021 Revision);\n(2) For the purposes of subsection (1), the following entities may request\ninformation from the Registrar \u2014\n(a)\nthe Anti-Corruption Commission established under section 3 of the AntiCorruption Act (2019 Revision);\n(b) the Authority;\n(ba) the Customs and Border Control Service established under section 3 of the\nCustoms and Border Control Act (2024 Revision);\n(c)\nthe Financial Crimes Unit of the Royal Cayman Islands Police Service;\n(d) the Financial Reporting Authority, as defined under section 2 of the\nProceeds of Crime Act (2025 Revision);\n(e)\nthe Tax Information Authority, designated under section 4 of the Tax\nInformation Authority Act (2021 Revision); or\n(f)\na competent authority as defined under section 2(1) of the Proceeds of\nCrime Act (2025 Revision).\n(3) Where a request for information is made under subsection (1), the information\nshall be provided within forty-eight hours of receipt of the request.\n(4) The recipient of any information provided by the Registrar under this section\nshall \u2014\n(a)\nuse the information for the purpose for which it was provided;\n(b) retain the information for as long as is necessary to carry out the purpose\nfor which it was provided; and\n(c)\nnot disclose the information for any purpose other than the purpose for\nwhich it was provided, without the consent of the Registrar.\n\nSection 27\nCompanies Act (2026 Revision)\n\nPage 32\nRevised as at 1st January, 2026\nc\n\n27.\nConsequences of incorporation\n27. (1) Upon the filing of the memorandum of association a company shall be deemed\nto be registered, and the Registrar shall issue a certificate under that person\u2019s\nhand and seal of office that the company is incorporated with effect from the\ndate of the registration of the memorandum of association and, in the case of a\nlimited company, that the company is limited.\n(2) From the date of incorporation, the subscribers of the memorandum of\nassociation, together with such other persons as may, from time to time, become\nmembers of the company, shall be a body corporate by the name contained in\nthe memorandum of association, capable forthwith of exercising all the\nfunctions of a natural person of full capacity irrespective of any question of\ncorporate benefit, and having perpetual succession with power to hold lands but\nwith such liability on the part of the members to contribute to the assets of the\ncompany in the event of its being wound up as is provided in this Act. This\nsubsection applies to companies incorporated before, on or after the 18th\nJanuary, 1988.\n(3) A certificate of incorporation of a company issued under this Act shall be\nconclusive evidence that compliance has been made with all the requirements\nof this Act in respect of incorporation and registration.\n(4) Every copy of a memorandum or articles of association filed and registered in\naccordance with this Act or any extract therefrom certified under the hand and\nseal of office of the Registrar as a true copy shall be received in evidence in any\ncourt of the Islands without further proof.\n28.\nLack of capacity or power; ultra vires\n28. (1) No act of a company and no disposition of real or personal property to or by a\ncompany shall be invalid by reason only of the fact that the company was\nwithout capacity or power to perform the act or to dispose of or receive the\nproperty, but the lack of capacity or power may be asserted \u2014\n(a)\nin proceedings by a member or a director against the company to prohibit\nthe performance of any act, or the disposition of real or personal property\nby or to the company; and\n(b) in proceedings by the company, whether acting directly or through a\nliquidator or other legal representative or through members of the\ncompany in a representative capacity, against the incumbent or former\nofficers or directors of the company for loss or damage through their\nunauthorised act.\n(2) This section applies to companies incorporated before, on or after the 18th day\nof January, 1988.\n\nCompanies Act (2026 Revision)\nSection 29\n\nc\nRevised as at 1st January, 2026\nPage 33\n\n29.\nCopies of memorandum and articles to be given to members\n29. A copy of the memorandum of association having annexed thereto the articles of\nassociation, if any, shall be forwarded to every member, at that person\u2019s request, on\npayment of such reasonable sum, not exceeding one dollar for each copy as may be\nfixed by any rule of the company, and in the absence of any such rule, such copy shall\nbe given gratuitously; and whichever company makes default in forwarding a copy\nof the memorandum of association and articles of association, if any, to a member in\npursuance of this section, commits an offence and is liable, for each default, to a\npenalty of two dollars.\n29A. Name reservation\n29A. (1) A person (\u201capplicant\u201d) may apply to reserve a specified name by \u2014\n(a)  filing with the Registrar (including by permitted electronic means) an\napplication executed by the applicant specifying the name to be reserved\nand the name and address of the applicant; and\n(b)  paying the prescribed application fee.\n(2)  If, on an application made under subsection (1), the Registrar finds that the name\nis available for use by a company, the Registrar may reserve the name for\nexclusive use by the applicant for a period of up to four months.\n(3)  On or before the expiry of the period for name reservation under subsection (2),\nthe applicant may make further successive applications pursuant to subsection\n(2) to reserve the specified name.\n30.\nRestrictions on registration of certain names\n30. (1) No company shall be registered by a name which \u2014\n(a)\nis identical with a name by which a company in existence is already\nregistered or any translated name entered on the register of companies, or\nso nearly resembles such name or translated name so as to be calculated to\ndeceive, except where the company in existence is in the course of being\ndissolved and signified its consent in such manner as the Registrar\nrequires;\n(b) contains the words \u201cChamber of Commerce\u201d unless the company is a\ncompany which is to be registered under a licence granted by the Registrar\nunder section 80 without the addition of the word \u201cLimited\u201d or the\nabbreviation \u201cLtd.\u201d to its name; or\n(c)\ncontains the words \u201cbuilding society\u201d.\n(2) Except with the consent of the Registrar, no company shall be registered by a\nname which \u2014\n(a)\ncontains the words \u201croyal\u201d, \u201cimperial\u201d or \u201cempire\u201d or in the opinion of the\nRegistrar suggests, or is calculated to suggest the patronage of His Majesty\n\nSection 31\nCompanies Act (2026 Revision)\n\nPage 34\nRevised as at 1st January, 2026\nc\n\nor of any member of the Royal Family or connection with His Majesty\u2019s\nGovernment or any department thereof in the United Kingdom or\nelsewhere;\n(b) contains the words \u201cmunicipal\u201d or \u201cchartered\u201d or any words which in the\nopinion of the Registrar suggest, or are calculated to suggest, connection\nwith any public board or other local authority or with any society or body\nincorporated by Royal Charter;\n(c)\ncontains the words \u201cco-operative\u201d, \u201cassurance\u201d, \u201cbank\u201d, \u201cinsurance\u201d, or\nany similar word which in the opinion of the Registrar connotes any of\nsuch activities or any derivative of any of such four words or of such\nsimilar words, whether in English or in any other language, or in the\nopinion of the Registrar suggests or is calculated to suggest any of such\nactivities; or\n(d) contains the word \u201cgaming\u201d or \u201clottery\u201d or any similar word which in the\nopinion of the Registrar connotes any such activity or any derivative of\nsuch words or of such similar word, whether in English or in any other\nlanguage, or in the opinion of the Registrar suggests or is calculated to\nsuggest any such activity.\n(3) A company that is not an exempted limited duration company shall not be\nregistered by a name which includes at its end \u201cLimited Duration Company\u201d or\n\u201cLDC\u201d.\n(3A) A company that is not a special economic zone company shall not be registered\nby a name which includes the words \u201cSpecial Economic Zone Company\u201d or the\nletters \u201cSEZC\u201d.\n(4) The provisions of the regulatory laws shall apply to any translated name as if it\nwere the name of the company and a company shall not have a translated name\nwhich is a name \u2014\n(a)\nprohibited under any regulatory laws; or\n(b) which requires approval or permission under any regulatory laws unless\nsuch approval or permission as is necessary for the use of such name under\nthe relevant regulatory laws has first been obtained.\n(5) A company\u2019s dual foreign name shall only be entered on the register of\ncompanies if its translated name conforms with the provisions of this section\nand if it does not so conform then such dual foreign name and such translated\nname shall not be entered on the register of companies.\n31.\nChange of name\n31. (1) Any company may, by special resolution, change its name and, in the case of an\nexempted company, may adopt a dual foreign name or change its dual foreign\nname, if any, and any dual foreign name shall precede or follow its name.\n\nCompanies Act (2026 Revision)\nSection 32\n\nc\nRevised as at 1st January, 2026\nPage 35\n\n(2) Where a company changes its name or its dual foreign name, the Registrar, on\nreceiving the special resolution authorising the same and, in the case of a\ncompany changing its dual foreign name, receiving its translated name together\nwith the fees provided under section 199(1), and on being satisfied that the\nchange of name conforms with section 30, shall enter the new name and, if\napplicable, the new translated name on the register in place of the former name\nand lodge the special resolution for record and shall issue a certificate of\nincorporation altered to meet the circumstances of the case.\n(3) If, through inadvertence or otherwise, a company on its first registration or on\nits registration by a new name or new translated name is registered by a name\nor a translated name which in any way contravenes section 30 or which, in the\nopinion of the Registrar, is misleading or undesirable, then the company may,\nwith the sanction of the Registrar, change its name or its translated name as the\ncase may be and shall, if the Registrar so directs, change its name or translated\nname within six weeks of the date of such direction or within such longer period\nas the Registrar may think fit.\n(4) A company which defaults in complying with a direction under subsection (3)\nis liable to a fine of ten dollars for every day during which the default continues.\n32.\nCompany with power to issue bearer shares not to hold land in the Islands\n32. (1) A company which is empowered by any law or by its articles of association to\nissue bearer shares, certificates or coupons, has no power to hold land in the\nIslands:\nProvided that the Minister charged with responsibility for Financial Services\nmay, at that Minister\u2019s discretion, in the case of an exempt company so\nempowered that has never issued bearer shares, certificates or coupons, exempt\nthat company in writing from subsection (1) for as long as it does not issue\nbearer shares, certificates or coupons.\n(2) If a company is in breach of subsection (1), section 185(2), (3) and (4) shall\napply, mutatis mutandis, to the company as if it were a foreign company which\nhad failed to comply with Part 9.\n(3) In this section \u2014\n\u201chold land\u201d means to be the proprietor of a legal or beneficial interest in or\nclaim to, or over immovable property whether freehold or leasehold and\nincludes being the proprietor of a legal or beneficial interest in the equity capital\nof a company which holds land; and\n\u201cequity capital\u201d with respect to a company includes shares, stock and scrip\nwhether registered, inscribed or bearer which (other than by way of a fixed and\npredetermined right to interest and repayment of subscribed capital at par)\nentitles the owner to any variable right of participation in the profits of the\n\nSection 33\nCompanies Act (2026 Revision)\n\nPage 36\nRevised as at 1st January, 2026\nc\n\ncompany whether by way of dividend, bonus or conversion, or to share in the\ndistribution of the assets of the company upon a winding up.\nPART 3 - Distribution of Capital and Liability of Members of\nCompanies and Associations\nDistribution of Capital\n33.\nShare or interest in company to be personalty\n33. (1) A share or other interest of a member in a company \u2014\n(a)\nis personal estate and not of the nature of real estate; and\n(b) is capable of being transferred if \u2014\n(i)\na transfer is expressly or impliedly permitted by the regulations of\nthe company; and\n(ii) any restriction or condition on the transfer of the shares or interest set\nout in the regulations of the company is observed.\n(2) The shares in a company having a capital divided into shares must each be\ndistinguished by an appropriate number except that if, at any time \u2014\n(a)\nall the issued shares in the company; or\n(b) all the issued shares in the company of a particular class,\nare fully paid up and rank pari passu for all purposes, none of those shares need\nthereafter have a distinguishing number so long as it remains fully paid up and\nranks pari passu for all purposes with all the shares in the company or all the\nshares of the particular class of shares, as the case may be, for the time being\nissued and fully paid up.\n(3) A company limited by shares, or a company limited by guarantee and having a\nshare capital, if so authorised by its articles, may issue fractions of a share and,\nunless and to the extent otherwise provided in its articles, a fraction of a share\nshall be subject to and carry the corresponding fraction of liabilities (whether\nwith respect to nominal or par value, premium, contribution, calls or otherwise\nhowsoever), limitations, preferences, privileges, qualifications, restrictions,\nrights and other attributes of a whole share of the same class of shares; and in\nthis Act the expression \u201cshare\u201d includes a fraction of a share and no issue or\npurported issue of a fraction of a share shall be invalid by reason only of the fact\nthat it was issued or purportedly issued prior to the 30th September, 1985.\n(4) The nominal or par value of a share may be expressed in an amount which is a\nfraction or a percentage of the lowest available unit of legal tender of the\ncurrency in which the capital of the company is expressed.\n\nCompanies Act (2026 Revision)\nSection 34\n\nc\nRevised as at 1st January, 2026\nPage 37\n\n34.\nShare premium account\n34. (1) Where a company issues shares at a premium, whether for cash or otherwise, a\nsum equal to the aggregate amount of the value of the premiums on those shares\nshall be transferred to an account called \u201cthe share premium account\u201d. Where a\ncompany issues shares without nominal or par value, the consideration received\nshall be paid up share capital of the company.\n(2) The share premium account may be applied by the company subject to the\nprovisions, if any, of its memorandum or articles of association in such manner\nas the company may, from time to time, determine including, but without\nlimitation \u2014\n(a)\npaying distributions or dividends to members;\n(b) paying up unissued shares of the company to be issued to members as fully\npaid bonus shares;\n(c)\nany manner provided in section 37;\n(d) writing off the preliminary expenses of the company; and\n(e)\nwriting off the expenses of, or the commission paid or discount allowed\non, any issue of shares or debentures of the company.\nProvided that no distribution or dividend may be paid to members out of the\nshare premium account unless, immediately following the date on which the\ndistribution or dividend is proposed to be paid, the company shall be able to pay\nits debts as they fall due in the ordinary course of business; and the company\nand any director or manager thereof who knowingly and wilfully authorises or\npermits any distribution or dividend to be paid in contravention of the foregoing\nprovision commits an offence and is liable on summary conviction to a fine of\nfifteen thousand dollars and to imprisonment for five years.\n(3) Where a company had, before the 18th day of January, 1988, issued any shares\nat a premium, this section shall apply as if the shares had been issued after such\ndate.\n(4) At the option of the company, subsection (1) shall not apply to premiums on\nshares of a company allotted in pursuance of any arrangement in consideration\nfor the acquisition or cancellation of shares in any other company, whether a\ncompany within the meaning of this Act or not, and issued at a premium.\n(5) At the option of the company, an amount corresponding to any amount\nrepresenting the premiums or part of the premiums on shares issued by a\ncompany which, by virtue of subsection (4), is not included in such company\u2019s\nshare premium account may also be disregarded in determining the amount at\nwhich any shares or other consideration provided for the shares issued is to be\nincluded in such company\u2019s balance sheet.\n(6) For the purposes of subsection (4) \u2014\n\nSection 35\nCompanies Act (2026 Revision)\n\nPage 38\nRevised as at 1st January, 2026\nc\n\n\u201carrangement\u201d means any agreement, scheme or arrangement, whether of\nreconstruction, merger, consolidation, take-over, acquisition, purchase or\notherwise whereby the allotting company acquires a controlling interest in the\ncompany whose shares it acquires or cancels.\n(7) The relief allowed by subsections (4) and (5) shall apply even if the issue of\nshares took place prior to the 18th day of January, 1988.\n35.\nPower to issue shares at a discount\n35. (1) Subject as provided in this section, it shall be lawful for a company to issue, at\na discount, shares in the company of a class already issued:\nProvided that \u2014\n(a)\nthe issue of the shares at a discount has been authorised by resolution of\nthe company, and has been sanctioned by the Court;\n(b) the resolution specify the maximum rate of discount at which the shares\nare to be issued;\n(c)\nnot less than one year, at the date of the issue, has elapsed since the date\non which the company was entitled to commence business; and\n(d) the shares to be issued at a discount are issued within one month after the\ndate on which the issue is sanctioned by the Court or within such extended\ntime as the Court may allow.\n(2) Where a company has passed a resolution authorising the issue of shares at a\ndiscount, it may apply to the Court for an order sanctioning the issue, and on\nany such application the Court, if, having regard to all the circumstances of the\ncase, it thinks proper so to do, may make an order sanctioning the issue on such\nterms and conditions as it thinks fit.\n(3) Every prospectus relating to the issue of the shares must contain particulars of\nthe discount allowed on the issue of the shares or of so much of that discount as\nhad not been written off at the date of the issue of the prospectus and if default\nis made in complying with this subsection, the company and every officer of the\ncompany who is in default is liable to a default fine.\n(4) This section does not apply to shares issued, or proposed to be issued, without\nnominal or par value.\n36.\nPower of company to pay commissions\n36. (1) A company has the power, and shall be deemed always to have had the power,\nto pay a commission to any person in consideration of that person subscribing\nor agreeing to subscribe (whether absolutely or conditionally) for any shares in\nthe company, or procuring or agreeing to procure subscriptions (whether\nabsolute or conditional) for any shares in the company, if the payment of the\ncommission is authorised by the articles of association of the company.\n\nCompanies Act (2026 Revision)\nSection 37\n\nc\nRevised as at 1st January, 2026\nPage 39\n\n(2) Nothing in subsection (1) affects the power of a company to pay such brokerage\nas has previously been lawful.\n(3) A vendor to, or promoter of, or other person who receives payment in money or\nshares from a company has, and is deemed always to have had, power to apply\nany part of the money or shares so received in payment of any commission, the\npayment of which, if made directly by the company, would have been lawful\nunder subsection (1).\n37.\nRedemption and purchase of shares\n37. (1) Subject to this section, a company limited by shares or limited by guarantee and\nhaving a share capital may, if authorised to do so by its articles of association,\nissue shares or fractions of shares which are to be redeemed or are liable to be\nredeemed at the option of the company or the shareholder and, for the avoidance\nof doubt, it shall be lawful for the rights attaching to any shares or fractions of\nshares to be varied, subject to the provisions of the company\u2019s articles of\nassociation, so as to provide that such shares or fractions of shares are to be or\nare liable to be so redeemed.\n(2) Subject to this section, a company limited by shares or limited by guarantee and\nhaving a share capital may, if authorised to do so by its articles of association,\npurchase its own shares, including any redeemable shares.\n(3) (a) No share may be redeemed or purchased unless it is fully paid.\n(b) A company may not redeem or purchase any of its shares if, as a result of\nthe redemption or purchase, there would no longer be any issued shares of\nthe company other than shares held as treasury shares.\n(c)\nRedemption or purchase of shares may be effected in such manner and\nupon such terms as may be authorised by or pursuant to the company\u2019s\narticles of association.\n(d) If the articles of association do not authorise the manner and terms of the\npurchase, a company shall not purchase any of its own shares unless the\nmanner and terms of purchase have first been authorised by a resolution of\nthe company.\n(da) For the avoidance of doubt \u2014\n(i)\na company\u2019s articles of association; or\n(ii) a resolution of the company,\n\nmay authorise the company\u2019s directors to determine the manner or any of\nthe terms of, any such redemption or purchase not being inconsistent with\nsuch articles of association or resolution and subject to such restrictions (if\nany) as may be provided therein.\n(e)\nThe premium, if any, payable on redemption or purchase must have been\nprovided for \u2014\n\nSection 37\nCompanies Act (2026 Revision)\n\nPage 40\nRevised as at 1st January, 2026\nc\n\n(i)\nout of either or both of the profits of the company or the company\u2019s\nshare premium account, before or at the time the shares are redeemed\nor purchased; or\n(ii) in the manner provided for in subsection (5).\n(f)\nShares may be redeemed or purchased out of profits of the company, out\nof the share premium account or out of the proceeds of a fresh issue of\nshares made for the purposes of the redemption or purchase or in the\nmanner provided for in subsection (5).\n(g) Subject to section 37A, shares redeemed or purchased under this section\nshall be treated as cancelled on redemption or purchase, and the amount of\nthe company\u2019s issued share capital shall be diminished by the nominal\nvalue of those shares accordingly; but the redemption or purchase of shares\nby a company is not to be taken as reducing the amount of the company\u2019s\nauthorised share capital.\n(h) Without prejudice to paragraph (g), where a company is about to redeem\nor purchase shares, it has power to issue shares up to the nominal value of\nthe shares to be redeemed or purchased as if those shares had never been\nissued:\nProvided that where new shares are issued before the redemption or purchase of\nthe old shares the new shares shall not, so far as relates to fees payable on or\naccompanying the filing of any return or list, be deemed to have been issued in\npursuance of this subsection if the old shares are redeemed or purchased within\none month after the issue of the new shares.\n(4)\n(a)\nWhere, under this section, shares of a company are redeemed or purchased\nwholly out of either or both of the company\u2019s profits or share premium\naccount, the amount by which the company\u2019s issued share capital is\ndiminished in accordance with paragraph (g) of subsection (3) on\ncancellation of the shares redeemed or purchased shall be transferred to a\nreserve called the \u201ccapital redemption reserve\u201d and the share premium\naccount or company\u2019s profits, as the case may be, shall be adjusted\naccordingly.\n(b) If the shares are redeemed or purchased wholly or partly out of the\nproceeds of a fresh issue and the aggregate amount of those proceeds is\nless than the aggregate nominal value of the shares redeemed or purchased,\nthe amount of the difference shall be transferred to the capital redemption\nreserve.\n(c)\nParagraph (b) does not apply if the proceeds of the fresh issue are applied\nby the company in making a redemption or purchase of its own shares in\naddition to a payment out of capital under subsection (5).\n(d) The provisions of this Act relating to the reduction of a company\u2019s share\ncapital apply as if the capital redemption reserve were paid-up share capital\n\nCompanies Act (2026 Revision)\nSection 37\n\nc\nRevised as at 1st January, 2026\nPage 41\n\nof the company, except that the reserve may be applied by the company in\npaying up its unissued shares to be allotted to members of the company as\nfully paid bonus shares.\n(5)\n(a) Subject to this section, a company limited by shares or limited by guarantee\nand having a share capital may, if so authorised by its articles of\nassociation, make a payment in respect of the redemption or purchase of\nits own shares otherwise than out of its profits, share premium account, or\nthe proceeds of a fresh issue of shares.\n(b) References in subsections (6) to (9) to payment out of capital are, subject\nto paragraph (f), references to any payment so made, whether or not it\nwould be regarded apart from this subsection as a payment out of capital.\n(c)\nThe amount of any payment which may be made by a company out of\ncapital in respect of the redemption or purchase of its own shares is such\nan amount as, taken together with \u2014\n(i)\nany profits and share premium of the company being applied for\npurposes of the redemption or purchase; and\n(ii) the proceeds of any fresh issue of shares made for the purpose of the\nredemption or purchase, is equal to the price of redemption or\npurchase, and the payment out of capital permitted under this\nparagraph is referred to in subsections (6) to (9) as the capital\npayment for the shares.\nNothing in this paragraph shall be taken to imply that a company shall be\nobliged to exhaust any profits and share premium before making any\ncapital payment.\n(d) Subject to paragraph (f), if the capital payment for shares redeemed or\npurchased and cancelled is less than their nominal amount, the amount of\nthe difference shall be transferred to the company\u2019s capital redemption\nreserve.\n(e)\nSubject to paragraph (f), if the capital payment is greater than the nominal\namount of the shares redeemed or purchased the amount of any capital\nredemption reserve or fully paid share capital of the company may be\nreduced by a sum not exceeding, or by sums not in the aggregate\nexceeding, the amount by which the capital payment exceeds the nominal\namount of the shares.\n(f)\nWhere the proceeds of a fresh issue are applied by a company in making\nany redemption or purchase of its own shares in addition to a payment out\nof capital under this subsection, the references in paragraphs (d) and (e) to\nthe capital payment are to be read as referring to the aggregate of that\npayment and those proceeds.\n(6) (a) A payment out of capital by a company for the redemption or purchase of\n\nSection 37\nCompanies Act (2026 Revision)\n\nPage 42\nRevised as at 1st January, 2026\nc\n\nits own shares is not lawful unless immediately following the date on\nwhich the payment out of capital is proposed to be made the company shall\nbe able to pay its debts as they fall due in the ordinary course of business.\n(b) The company and any director or manager thereof who knowingly and\nwilfully authorises or permits any payment out of capital to effect any\nredemption or purchase of any share in contravention of paragraph (a)\ncommits an offence and is liable on summary conviction to a fine of fifteen\nthousand dollars and to imprisonment for five years.\n(7) (a) Where a company is being wound up and, at the commencement of the\n\nwinding up, any of its shares which are or are liable to be redeemed have\nnot been redeemed or which the company has agreed to purchase have not\nbeen purchased, the terms of redemption or purchase may be enforced\nagainst the company, and when shares are redeemed or purchased under\nthis subsection they shall be treated as cancelled.\nProvided that this paragraph shall not apply if \u2014\n(i)\nthe terms of redemption or purchase provided for the redemption or\npurchase to take place at a date later than the date of the\ncommencement of the winding up; or\n(ii) during the period beginning with the date on which the redemption\nor purchase was to have taken place and ending with the\ncommencement of the winding up the company could not, at any\ntime, have lawfully made a distribution equal in value to the price at\nwhich the shares were to have been redeemed or purchased.\n(b) There shall be paid in priority to any amount which the company is liable\nby virtue of paragraph (a) to pay in respect of any shares \u2014\n(i)\nall other debts and liabilities of the company (other than any due to\nmembers in their character as such); and\n(ii) if other shares carry rights whether as to capital or as to income which\nare preferred to the rights as to capital attaching to the first mentioned\nshares, any amount due in satisfaction of those preferred rights,\nbut subject to that, any such amount shall be paid in priority to any amounts due\nto members in satisfaction of their rights (whether as to capital or income) as\nmembers.\n(8) (a) Any redeemable preference shares issued by a company before the 18th\n\nday of January, 1988, are subject to redemption in accordance with this\nsection.\n(b) Any capital redemption reserve fund established by a company before the\n18th day of January, 1988, is to be known as the company\u2019s capital\nredemption reserve and to be treated as if it had been established for the\npurposes of subsection (4), and accordingly, a reference in any law, the\n\nCompanies Act (2026 Revision)\nSection 37A\n\nc\nRevised as at 1st January, 2026\nPage 43\n\narticles of association of any company or any other instrument to a\ncompany\u2019s capital redemption reserve fund is to be construed as a\nreference to the company\u2019s capital redemption reserve.\n(9) This section shall apply to shares without nominal or par value, and shall, in\nrelation to such shares, be read and construed as if \u2014\n(a)\nin subsection (3) \u2014\n(i)\nfor the words \u201cthe nominal value of\u201d appearing in paragraph (g),\nthere were substituted the words \u201can amount equal to the\nconsideration received for\u201d; and\n(ii) for the words \u201cnominal value\u201d appearing in paragraph (h), there was\nsubstituted the word \u201cnumber\u201d;\n(b) in subsection (4) for the words \u201caggregate nominal value of\u201d appearing in\nparagraph (b), there were substituted the words \u201caggregate consideration\nreceived for\u201d; and\n(c)\nin subsection (5) \u2014\n(i)\nfor the words \u201ctheir nominal amount\u201d appearing in paragraph (d),\nthere were substituted the words \u201cthe consideration received for such\nshares\u201d; and\n(ii) for the words \u201cnominal amount of\u201d appearing in paragraph (e), there\nwere substituted the words \u201cconsideration received for\u201d.\n37A. Treasury shares\n37A. (1) Shares that have been purchased or redeemed by a company or surrendered to\nthe company pursuant to sections 37 or 37B shall not be treated as cancelled\npursuant to sections 37(3)(g) or 37B(2) but shall be classified as treasury shares\nand sections 37(4), 37(5)(d) and 37B(2) shall not apply to such shares at the\ntime of such purchase, redemption or surrender, if \u2014\n(a)\nthe memorandum and articles of association of the company do not\nprohibit it from holding treasury shares;\n(b) the relevant provisions of the memorandum and articles of association (if\nany) are complied with; and\n(c)\nthe company is authorised in accordance with the company\u2019s articles of\nassociation or by a resolution of the directors to hold such shares in the\nname of the company as treasury shares prior to the purchase, redemption\nor surrender of such shares.\n(2) Shares held by a company pursuant to subsection (1) shall continue to be\nclassified as treasury shares until such shares are either cancelled or transferred\npursuant to subsection (3).\n(3) A company that holds treasury shares may at any time \u2014\n\nSection 37A\nCompanies Act (2026 Revision)\n\nPage 44\nRevised as at 1st January, 2026\nc\n\n(a)\ncancel the shares in accordance with the provisions of the company\u2019s\narticles of association or (in the absence of any applicable provisions in\nthe company\u2019s articles of association) by a resolution of the directors, and\nif so cancelled the amount of the company\u2019s issued share capital shall be\ndiminished by the nominal or par value of those shares accordingly but the\ncompany\u2019s authorised share capital shall not be reduced and\nsections 37(4), 37(5)(d) and 37B(2) shall apply as if the shares had been\npurchased, redeemed or surrendered as at the date of cancellation; or\n(b) transfer the shares to any person, whether or not for valuable consideration\n(including at a discount to the nominal or par value of such shares).\n(4) A sum equal to the consideration (if any) received by the company pursuant to\nthe transfer of a treasury share made in accordance with subsection (3)(b) (such\nconsideration referred to as the \u201ctransfer consideration\u201d) shall be applied in the\nfollowing manner \u2014\n(a)\nto the extent that any payment out of capital was made with respect to the\npurchase or redemption of the share being transferred, there shall be\ncredited to the company\u2019s share capital an amount equal to the lesser of \u2014\n(i)\nthe amount of such payment out of capital; and\n(ii) the transfer consideration received in respect of such share;\n(b) subject to subsection (5), to the extent that any payment out of share\npremium was made with respect to the purchase or redemption of the share\nbeing transferred, there shall be credited to the company\u2019s share premium\nan amount equal to the lesser of \u2014\n(i)\nthe amount of such payment out of share premium; and\n(ii) the balance of the transfer consideration received in respect of such\nshare after applying subsection (4)(a); and\n(c)\nsubject to subsection (5), the balance of the transfer consideration received\nin respect of such share after applying subsection (4)(a) and (b) shall be\ncredited to the company\u2019s profit and loss account.\n(5) Notwithstanding the provisions of subsection (4)(b) and (c) but subject to\nsubsection (4)(a), so long as the company shall be able to pay its debts as they\nfall due in the ordinary course of business immediately following the transfer of\na treasury share in accordance with subsection (3)(b), the directors may by\nresolution determine that all or any part of the transfer consideration received\nshall be transferred to the company\u2019s profit and loss account, share premium\naccount or share capital (or any combination of the foregoing) in such\nproportions as the directors may (in their sole and absolute discretion but subject\nto any express contrary provision in the articles of association of the company)\ndetermine.\n\nCompanies Act (2026 Revision)\nSection 37B\n\nc\nRevised as at 1st January, 2026\nPage 45\n\n(6) Notwithstanding subsection (7)(b), a treasury share may be transferred by the\ncompany and the provisions of this Act and (subject to any specific provisions\nwith respect to the transfer of treasury shares) the memorandum and articles that\napply to the transfer of shares shall apply to the transfer of treasury shares.\n(7) For so long as a company holds treasury shares \u2014\n(a)\nthe company shall be entered in the register of members as holding those\nshares;\n(b) notwithstanding paragraph (a) \u2014\n(i)\nthe company shall not be treated as a member for any purpose and\nshall not exercise any right in respect of the treasury shares, and any\npurported exercise of such a right shall be void; and\n(ii) a treasury share shall not be voted, directly or indirectly, at any\nmeeting of the company and shall not be counted issued shares at any\ngiven time, whether for the purposes of the company\u2019s articles of\nassociation or this Act; and\n(c)\nno dividend may be declared or paid, and no other distribution (whether in\ncash or otherwise) of the company\u2019s assets (including any distribution of\nassets to members on a winding up) may be made to the company, in\nrespect of a treasury share.\n(8) Nothing in subsection (7) prevents an allotment of shares as fully paid bonus\nshares in respect of a treasury share and shares allotted as fully paid bonus shares\nin respect of a treasury share shall be treated as treasury shares.\n37B. Surrender of shares\n37B. (1) Subject to any express provisions of the company\u2019s memorandum or articles of\nassociation to the contrary, a company may accept the surrender for no\nconsideration of any fully paid share (including a redeemable share) unless, as\na result of the surrender, there would no longer be any issued shares of the\ncompany other than shares held as treasury shares.\n(2) Subject to section 37A, any shares surrendered under subsection (1) shall be\ntreated as cancelled on surrender, and the amount of the company\u2019s issued share\ncapital shall be diminished by the nominal value of those shares accordingly;\nbut the surrender of shares by a member is not to be taken as reducing the\namount of the company\u2019s authorised share capital.\n(3) This section is without prejudice to any right or power of a company arising\nunder this Act or otherwise to accept the surrender of a share (not being a fully\npaid share) in lieu of forfeiture.\n\nSection 38\nCompanies Act (2026 Revision)\n\nPage 46\nRevised as at 1st January, 2026\nc\n\n38.\nDefinition of member\n38. The subscribers of the memorandum of association of any company shall be deemed\nto have agreed to become members of the company whose memorandum they have\nsubscribed, and upon the registration of the company shall be entered as members on\nthe register of members hereinafter mentioned, and every other person who has\nagreed to become a member of a company and whose name is entered on the register\nof members, shall be deemed to be a member of the company.\n39.\nTransfer by personal representative\n39. Any transfer of the share or other interest of a deceased member of a company made\nby that person\u2019s personal representative, shall, notwithstanding that such personal\nrepresentative may not themselves be a member, be of the same validity as if that\nperson had been a member at the time of the execution of the instrument of transfer.\n40.\nRegister of members\n40. (1) Every company shall cause to be kept in writing, a register of its members and\nthere shall be entered therein \u2014\n(a)\nthe names and addresses of the members of the company, with the addition\nof, in the case of a company having a capital divided into shares, a\nstatement of the shares held by each member, and the statement shall \u2014\n(i)\ndistinguish each share by its number (so long as the share has a\nnumber);\n(ii) confirm the amount paid, or agreed to be considered as paid on the\nshares of each member;\n(iii) confirm the number and category of shares held by each member;\nand\n(iv) confirm whether each relevant category of shares held by a member\ncarries voting rights under the articles of association of the company,\nand if so, whether such voting rights are conditional;\n(b) the date on which the name of any person was entered on the register as a\nmember; and\n(c)\nthe date on which any person ceased to be a member.\n(2) Any company making default in complying with this section shall incur a\npenalty of five thousand dollars; and every director or manager of the company\nwho knowingly and wilfully authorises or permits such default shall incur the\nlike penalty.\n(3) For the purpose of subsection (1), \u201cvoting rights\u201d means, \u2014\n(a)\nrights conferred on shareholders, including the right to appoint or remove\ndirectors, in respect of their shares or, in the case of an entity not having a\n\nCompanies Act (2026 Revision)\nSection 40A\n\nc\nRevised as at 1st January, 2026\nPage 47\n\nshare capital, on members, to vote at general meetings of the entity on all\nor substantially all matters; and\n(b) in relation to a legal entity that does not have general meetings at which\nmatters are decided by the exercise of voting rights, the rights conferred\nupon shareholders or members, as applicable, that are equivalent to those\nof a person entitled to exercise voting rights in a company.\n(4) A voting right is conditional where the voting right arises only in certain\ncircumstances.\n40A. Branch registers of members\n40A. (1) An exempted company may cause to be kept in any country or territory one or\nmore branch registers of such category or categories of members as the\nexempted company may determine from time to time.\n(2) A branch register is deemed to be part of the exempted company\u2019s register of\nmembers.\n(3) Subject to subsection (6), a branch register shall be kept in the same manner in\nwhich a principal register is by this Act required or permitted to be kept.\n(4) The exempted company shall cause to be kept at the place where the exempted\ncompany\u2019s principal register is kept a duplicate of any branch register duly\nentered up from time to time.\n(5) If default is made in complying with subsection (4) within twenty-one days\nafter \u2014\n(a)\nestablishing a branch register; or\n(b) making changes to the details recorded in a branch register,\nthe exempted company and every officer of the exempted company who is in\ndefault is liable to a penalty of five thousand dollars; and every director or\nmanager of the company who knowingly and wilfully authorises or permits such\ndefault shall incur the like penalty.\n(6) Subject to subsection (4) with respect to a duplicate of any branch register \u2014\n(a)\nthe shares registered in a branch register shall be distinguished from those\nregistered in the principal register; and\n(b) no transaction with respect to any shares registered in a branch register\nshall, during the continuance of that registration, be registered in any other\nregister.\n(7) An exempted company may discontinue keeping any branch register, and\nthereupon all entries in that branch register shall be transferred to some other\nbranch register kept by the exempted company or to the principal register.\n\nSection 40B\nCompanies Act (2026 Revision)\n\nPage 48\nRevised as at 1st January, 2026\nc\n\n(8) For the avoidance of doubt a listed share register maintained under\nsection 40B(3) shall not constitute a branch register for the purposes of this\nsection.\n(9) In this section \u2014\n\u201cbranch register\u201d means a branch register referred to in subsection (1); and\n\u201cprincipal register\u201d means a company\u2019s register of members.\n40B. Transfer and registration of shares in respect of a company with listed\nshares\n40B. (1) Title to listed shares of a company may, if so authorised by such company\u2019s\narticles of association, or (in the absence of any applicable provisions in the\ncompany\u2019s articles of association) by a special resolution of such company, be\nevidenced and transferred in accordance with the laws applicable to and the\nrules and regulations of the relevant approved stock exchange that are or shall\nbe applicable to such listed shares as referred to or specified in such articles of\nassociation or special resolution.\n(2) For the purposes of subsection (1), the laws applicable to an approved stock\nexchange include, without limitation, the laws of the jurisdiction under which\nsuch approved stock exchange is established in so far as they would apply to an\nentity established under such laws which has listed shares on such approved\nstock exchange.\n(3) Any register of members maintained by a company in respect of its listed shares\nmay be kept by recording the particulars required by section 40 in a form\notherwise than legible if such recording otherwise complies with the laws\napplicable to and the rules and regulations of the relevant approved stock\nexchange referred to in subsection (1).\n(4) To the extent the listed shares register is kept in a form otherwise than legible it\nmust be capable of being reproduced in a legible form.\n(5) A company which maintains a listed shares register must also maintain, in\nrespect of any shares which are not listed shares, a separate register of members\nin accordance with section 40.\n(6) References in any enactment or instrument to a company\u2019s register of members\nshall, unless the context otherwise requires, be construed in relation to a\ncompany which maintains any listed shares register as referring to each of such\ncompany\u2019s listed shares register and, if any, its non-listed shares register.\n(7) For the purposes of this section \u2014\n\u201capproved stock exchange\u201d means a stock exchange listed in Schedule 4;\n\u201clisted shares\u201d means shares which are traded or listed on an approved stock\nexchange;\n\nCompanies Act (2026 Revision)\nSection 41\n\nc\nRevised as at 1st January, 2026\nPage 49\n\n\u201clisted shares register\u201d means the register of members required to be\nmaintained by a company in respect of its listed shares pursuant to\nsubsection (3); and\n\u201cnon-listed shares register\u201d means the register of members maintained by a\ncompany pursuant to subsection (5).\n(8) For the purpose of this section \u2014\n(a)\nreferences to title to shares include any legal or equitable interest in shares;\nand\n(b) references to a transfer of title include a transfer by way of security.\n41.\nAnnual list of members and return of capital, shares, calls, etc.\n41. (1) Every company, other than an exempted company that does not hold a licence\nto carry on business in the Islands to which section 174 refers, having a capital\ndivided into shares shall make a list of all persons who, on the fourteenth day\nfollowing the date on which the ordinary general meeting, or if there is more\nthan one ordinary general meeting in each year, the first of such ordinary general\nmeetings, is held, are members of the company; and such lists shall state the\nnames and addresses of all the members therein mentioned, and the number of\nshares held by each of them, and shall contain a summary specifying the \u2014\n(a)\namount of the capital of the company and the number of shares into which\nit is divided;\n(b) number of shares taken from the commencement of the company up to the\ndate of the summary;\n(c)\namount of calls made on each share;\n(d) total amount of calls received:\n(e)\ntotal amount of calls unpaid;\n(f)\ntotal number of shares forfeited;\n(g) names and addresses of the persons who have ceased to be members since\nthe last list was made, and the number of shares held by each of them;\n(h) names and addresses of directors and officers of the company and the\nposition or office that they hold; and\n(i)  nature of the business,\nand this list and summary shall be contained in a separate part of the register of\nthe company and shall be completed within seven days after such fourteenth day\nas is mentioned in this section, and a copy shall be forwarded to the Registrar in\nJanuary of each year after the year of its incorporation.\n(2) Every company, other than an exempted company, shall, in January of each year\nafter the year of its registration, pay to the Registrar the annual fee specified in\nPart 2 of Schedule 5.\n\nSection 42\nCompanies Act (2026 Revision)\n\nPage 50\nRevised as at 1st January, 2026\nc\n\n(3) Each such annual fee shall be tendered with the list and summary required under\nsubsection (1). A company which has failed to forward to the Registrar any copy\nrequired to be forwarded in any January shall be deemed not to have made any\ndefault in complying with this section relating to the time within which such\ncopy is required to be forwarded if the company forwards the copy either \u2014\n(a)\nwithin such further period, if any, as the Registrar, acting in that person\u2019s\ndiscretion may, by notice, addressed to the company specify; or\n(b) within the period of twelve months next following such month of January,\nwhichever is the shorter, together with the fee payable under subsection (2) and\nthe penalty specified in section 42.\n42.\nPenalty on company not making return\n42. Any company, not being an exempted company, which defaults in forwarding to the\nRegistrar such lists of members or summary or the payment of any fee specified in\nsection 41(1) and (2) shall incur a penalty of \u2014\n(a)\n33.33% of the annual fee specified in section 41 if the documents are\nsubmitted or the fee and penalty are paid between the 1st April and the\n30th June;\n(b) 66.67% of the annual fee specified in section 41 if the documents are\nsubmitted or the fee and penalty are paid between the 1st July and the 30th\nSeptember; and\n(c)\n100% of the annual fee specified in section 41 if the documents are\nsubmitted or the fee and penalty are paid between the 1st October and the\n31st December,\nand every director and manager of the company who knowingly and wilfully\nauthorises or permits such default shall incur the like penalty.\n43.\nCertificate of shares or stock\n43. A certificate \u2014\n(a)\nspecifying the shares or stock held by a member of a company; and\n(b) purportedly signed by a person (including by facsimile or other\nmechanically affixed signature) with the express or implied authority of\nthat company,\nis admissible in evidence as proof of the title of that member to those shares or\nthat stock.\n\nCompanies Act (2026 Revision)\nSection 44\n\nc\nRevised as at 1st January, 2026\nPage 51\n\n44.\nInspection of register\n44. (1) The register of members, commencing from the date of the registration of the\ncompany, shall be kept at the registered office of the company or, in the case of\nan exempted company, at any other place within or outside the Islands except\nthat, in the case of an exempted company that holds a licence to carry on\nbusiness in the Islands under any applicable law, the register of members shall\nbe kept at its registered office within the Islands.\n(2) Except in the case of an exempted company that does not hold a licence to carry\non business in the Islands under any applicable law and when closed as\nhereinafter provided the register of members shall, during business hours,\nsubject to such reasonable restrictions as the company in general meeting may\nimpose, so that no less than two hours in each day be appointed for inspection,\nbe open to the inspection of any member gratis and to the inspection of any\nother person on payment of ten dollars or such less sum as the company may\nspecify for each inspection; and every such member or other person may receive\na copy of such register or any part thereof, or of such list or summary of\nmembers, on payment of one dollar for every page required to be copied.\n(3) If such inspection or copy is refused, the company shall incur for each refusal a\npenalty of five hundred dollars; and every director and manager of the company\nwho knowingly authorises or permits such refusal shall incur the like penalty;\nand in addition to the above penalty, a Judge sitting in chambers may, by order,\ncompel an immediate inspection of the register.\n(4) A company, including an exempted company, shall make available at the\nregistered office, in electronic form or any other medium, such register,\nincluding any branch register in the case of an exempted company, as may be\nrequired of it upon service of an order or notice by the Tax Information\nAuthority pursuant to the Tax Information Authority Act (2021 Revision); and if\nthe company fails to comply with the order or notice without reasonable excuse,\nthe company shall incur a penalty of five hundred dollars and a further penalty\nof one hundred dollars for every day during which such non-compliance\ncontinues.\n\nSection 45\nCompanies Act (2026 Revision)\n\nPage 52\nRevised as at 1st January, 2026\nc\n\n45.\nNotice of increase of capital and of members to be given to Registrar\n45. (1) Where a company has a capital divided into shares, whether such shares have or\nhave not been converted into stock, notice of any increase in such capital beyond\nthe registered capital, and where a company has not a capital divided into shares,\nnotice of any increase in the number of members beyond the registered number\nshall be given to the Registrar, in the case of an increase of capital, within thirty\ndays from the date of the passing of the resolution by which such increase has\nbeen authorised; and, in the case of an increase of members, within thirty days\nfrom the time at which such increase of members has been resolved on or has\ntaken place; and the Registrar shall forthwith record the amount of such increase\nof capital or members.\n(2) The fees payable on an increase of capital shall be as specified in Part 3 of\nSchedule 5.\n(3) If such notice is not given within the period aforesaid the company in default\nshall incur a penalty of ten dollars for every day during which such neglect to\ngive notice continues, and every director and officer of the company who\nknowingly and wilfully authorises or permits such default shall incur a like\npenalty.\n46.\nRemedy for improper entry or omission of entry in register\n46. If the name of any person is, without sufficient cause, entered in or omitted from the\nregister of members of any company, or if default is made or unnecessary delay takes\nplace in entering on the register the fact of any person having ceased to be a member\nof the company, the person or member aggrieved or any member of the company or\nthe company itself may, by motion to the Court, apply for an order that the register\nbe rectified; and the Court may either refuse such application with or without costs to\nbe paid by the applicant or it may, if satisfied of the justice of the case, make an order\nfor the rectification of the register, and may direct the company to pay all the costs of\nsuch motion, application or petition, and any damages the party aggrieved may have\nsustained. The Court may, in any proceeding under this section, decide any question\nrelating to the title of any person who is a party to such proceeding to have that\nperson\u2019s name entered in or omitted from the register, whether such question arises\n\nbetween two or more members or alleged members, or between any members or\nalleged members and the company, and generally, the Court may, in any such\nproceeding, decide any question that it may be necessary or expedient to decide for\nthe rectification of the register:\nProvided that the Court may direct an issue to be tried, on which any question of law\nmay be raised.\n\nCompanies Act (2026 Revision)\nSection 47\n\nc\nRevised as at 1st January, 2026\nPage 53\n\n47.\nNotice to Registrar of rectification of register\n47. Whenever any order has been made rectifying the register, in the case of a company\nrequired by this Act to send a list of its members to the Registrar, the Court shall, by\nits order, direct that due notice of such rectification be given to the Registrar.\n48.\nRegister to be evidence\n48. The register of members shall be prima facie evidence of any matters by this Act\ndirected or authorised to be inserted therein.\nLiability of Members\n49.\nLiability of present and past members of company\n49. In the event of a company being wound up every present and past member of such\ncompany shall be liable to contribute to the assets of the company to an amount\nsufficient for payment of the debts and liabilities of the company, and the costs,\ncharges and expenses of the winding up and for the payment of such sums as may be\nrequired for the adjustment of the rights of the contributories amongst themselves:\nProvided that \u2014\n(a)\na past member shall not be liable to contribute to the assets of the company\nif that person has ceased to be a member for a period of one year or\nupwards prior to the commencement of the winding up;\n(b) a past member shall not be liable to contribute in respect of any debt or\nliability of the company contracted after the time at which that person\nceased to be a member;\n(c)\na past member shall not be liable to contribute to the assets of the company\nunless it appears to the Court that the existing members are unable to\nsatisfy the contributions required to be made by them under this Act;\n(d) in case of a company limited by shares, no contribution shall be required\nfrom any member exceeding the amount, if any, unpaid on the shares in\nrespect of which that person is liable as a present or past member except\nwhere such member or past member holds or held shares of a class which\nare expressly stated in the memorandum of association to carry unlimited\nliability, as provided in section 8(2);\n(e)\nin the case of a company limited by guarantee, no contribution shall be\nrequired from any member exceeding the amount of the undertaking\nentered into on that person\u2019s behalf by the memorandum of association,\nexcept where the amount of the undertaking of such member is unlimited,\nas provided in section 9(2);\n(f)\nnothing in this Act shall invalidate any provisions contained in any policy\nof insurance or other contract whereby the liability of individual members\n\nSection 50\nCompanies Act (2026 Revision)\n\nPage 54\nRevised as at 1st January, 2026\nc\n\nupon any such policy or contract is restricted, or whereby the funds of the\ncompany are alone made liable in respect of such policy or contract; and\n(g) no sum due to any member of a company in that person\u2019s character of a\nmember by way of dividends, profits or otherwise, shall be deemed to be\na debt of the company, payable to such member in a case of competition\nbetween that person and any other creditor not being a member of the\ncompany; but any such sum may be taken into account for the purposes of\nthe final adjustment of the rights of the contributions amongst themselves.\nPART 4 - Management and Administration of Companies and\nAssociations - Provisions for Protection of Creditors\n50.\nRegistered office of company\n50. (1) Every company shall have a registered office in the Islands to which all\ncommunications and notices may be addressed and any company which carries\non business without having such an office, shall incur a penalty of ten dollars\nfor every day during which business is so carried on.\n(2) In the case of an exempted company or a non-resident company, the address of\nthe registered office referred to in subsection (1) shall be the same as the address\nof the person licensed by the Authority who provides company management\nservices for the exempted company or non-resident company except where the\nregistered office was located at a different address in the Islands immediately\nprior to the 10th January, 2013, the date of commencement of this provision by\nthe Companies (Amendment) Act, 2012 [Law 6 of 2012], and remains at such\naddress on or after the date of commencement of this provision.\n51.\nNotice of situation of registered office\n51. (1) Notice of the situation of such registered office shall be given to the Registrar\nand recorded by that person and shall be published by Public Notice. Until such\nnotice is given and published, the company shall not be deemed to have\ncomplied with this Act with respect to having a registered office.\n(2) Any member of the public shall be entitled to be informed by the Registrar, on\nrequest, of the location of the registered office of any company or exempted\ncompany registered under this Act.\n\nCompanies Act (2026 Revision)\nSection 52\n\nc\nRevised as at 1st January, 2026\nPage 55\n\n52.\nPublication of name by a limited company\n52. Every company, whether limited by shares or by guarantee, shall paint or affix, and\nshall keep painted or affixed, its name on the outside of every office or place in which\nthe business of the company is carried on, or in any corridor, passage or hallway\nadjacent or proximate thereto, in a conspicuous position, in letters easily legible, and\nshall have its name in legible characters on any seal it uses, and shall have its name\nset out in legible characters in all notices, advertisements and other official\npublications of such company, and in all bills of exchange, promissory notes,\nendorsements, cheques and orders for money or goods purporting to be signed by or\non behalf of such company, and in all bills of parcels, invoices, receipts and letters of\ncredit of the company and its name may be followed with or preceded by, at the\ndiscretion of the company, its dual foreign name or its translated name, if any, or both.\n53.\nPenalties on non-publication of name\n53. Any company which does not paint or affix, and keep painted or affixed, its name in\nmanner directed by this Act is liable to a penalty of ten dollars for not so painting or\naffixing its name, and for every day during which such name is not so kept painted or\naffixed, and every director and manager of the company who knowingly and wilfully\nauthorises or permits such default shall be liable to the like penalty; and any director,\nmanager or officer of such company, or any person on its behalf, who uses or\nauthorises the use of any seal purporting to be a seal of the company, whereon its\nname is not so engraven as aforesaid, or issues or authorises the issue of any notice,\nadvertisement or other official publication of such company, or signs or authorises to\nbe signed on behalf of such company any bills of exchange, promissory note,\nendorsement, cheque or order for money or goods, or issues or authorises to be issued\nany bill of parcels, invoice, receipt or letter of credit of the company, wherein its name\nis not set out in the manner aforesaid, is liable to a penalty of one hundred dollars,\nand shall further be personally liable to the holder of any such bill of exchange,\npromissory note, cheque, or order for money or goods for the amount thereof, unless\nthe same is duly paid by the company.\n54.\nRegister of mortgages\n54. (1) Every limited company shall keep at its registered office in writing on one or\nmore sheets, whether bound or unbound, a register of all mortgages and charges\nspecifically affecting property of the company, and shall enter in such register\nin respect of each mortgage or charge a short description of the property\nmortgaged or charged, the amount of charge created and the names of the\nmortgagees or persons entitled to such charge.\n(2) If any property of the company is mortgaged or charged without such entry as\naforesaid being made, every director, manager or other officer of the company\nwho knowingly and wilfully authorises or permits the omission of such entry,\nshall incur a penalty of one hundred dollars.\n\nSection 55\nCompanies Act (2026 Revision)\n\nPage 56\nRevised as at 1st January, 2026\nc\n\n(3) The register of mortgages required by subsection (1) shall be open to inspection\nby any creditor or member of the company at all reasonable times; and if such\ninspection is refused, any officer of the company refusing the same, and every\ndirector and manager of the company authorising or knowingly and wilfully\npermitting such refusal shall incur a penalty of four dollars for every day during\nwhich such refusal continues; and in addition to the above penalty, the Judge\nsitting in chambers may, by order, compel an immediate inspection of the\nregister.\n55.\nFiling deadline for updated list of directors etc.\n55. (1) Every company shall keep at its registered office a register containing the names\nand addresses of its directors, including alternate directors, and officers, and\nshall \u2014\n(a)\nsend a copy of such register to the Registrar within sixty days of the first\nappointment of any director or officer of the company; and\n(b) notify the Registrar of any change in such directors or officers including a\nchange of the name of such directors or officers, within thirty days of any\nsuch change.\n(2) For the purposes of subsection (1) a person shall be registered by a company as\nan alternate director if that person is \u2014\n(a)\nappointed by a director of the company to exercise all the powers and\nperform all the responsibilities of that director;\n(b) entitled to receive notice of meetings of the board of directors of the\ncompany;\n(c)\nentitled to sign or execute written resolutions of the board of directors of\nthe company; and\n(d) considered in all respects to be a director of the company.\n(3) Subsection (2) does not apply to a person \u2014\n(a)\nappointed by a director to exercise limited powers or to fulfil limited\nresponsibilities;\n(b) appointed for a specified period that is less than ninety days;\n(c)\nappointed to attend a particular meeting or series of meetings or\nadjournments;\n(d) appointed to consider and, if approved, sign a particular written resolution\nor series of written resolutions of the board of directors of the company;\n(e)\nwho is a director of the company; or\n(f)\nwho at the time of that person\u2019s appointment, is the alternate of another\ndirector of the company.\n\nCompanies Act (2026 Revision)\nSection 55A\n\nc\nRevised as at 1st January, 2026\nPage 57\n\n55A. Registrar to make list of directors available for inspection\n55A. (1) The Registrar shall maintain a list of the names of the current directors, and\nwhere applicable, the current alternate directors of a company.\n(2) The Registrar shall make available, the list of the names of the current directors\nof a company and where applicable, the current alternate directors of a company\nunder subsection (1), for inspection by any person, on payment of the fee\nspecified in Part 6A of Schedule 5, for each inspection, and subject to such\nconditions as the Registrar may impose.\n(3) For the purposes of subsection (1), an alternate director is a person who is\nregistered by a company as an alternate director under section 55.\n56.\nPenalty for failing to notify of changes to the register of directors and officers\n56. (1) A company that breaches the provisions of section 55  shall incur a penalty of\nfive hundred dollars.\n(2) Notwithstanding subsection (1), if a company is in breach of section 55(1)(b) \u2014\n(a)\nin respect of more than one change in directors or officers and \u2014\n(i)\nthe changes occurred within a thirty day period; and\n(ii) the Registrar is notified of the changes on the same day;\nthe applicable penalty for the breach shall be that specified in\nsubsection (1), irrespective of the number of changes notified to the\nRegistrar; and\n(b) in respect of directors or officers of five or more companies, the applicable\naggregate penalty in respect of the companies to which the breach relates\nshall not exceed the sum of two thousand five hundred dollars, which shall\nbe equally apportioned between and paid by, such companies.\n(3) In addition to the penalty under subsection (1), where the Registrar is satisfied\nthat a breach of section 55 has been knowingly and wilfully authorised or\npermitted \u2014\n(a)\nevery company to which the breach relates shall incur a penalty of one\nthousand dollars; and\n(b) every director and officer of the company to which the breach relates shall\nincur a penalty of one thousand dollars and a further penalty of one\nhundred dollars for every day during which the default continues.\n57.\nMeetings\n57. Subject to the memorandum and articles of association of the company, a\nmeeting of \u2014\n(a)\nmembers;\n(b) a class of members;\n\nSection 58\nCompanies Act (2026 Revision)\n\nPage 58\nRevised as at 1st January, 2026\nc\n\n(c)\nthe board of directors; or\n(d) any committee of the directors,\nmay be validly convened and business conducted, as provided by the articles of\nassociation, with only one such member or director being present in person or\notherwise as may be provided by the articles of association.\nProvisions for Protection of Members\n58.\nGeneral meetings\n58. A general meeting of every company, other than an exempted company, shall be held\nat least once in every year.\n59.\nAccounts and audits\n59. (1) Every company shall cause to be kept proper books of account including, where\napplicable, material underlying documentation including contracts and invoices\nwith respect to \u2014\n(a)\nall sums of money received and expended by the company and the matters\nin respect of which the receipt and expenditure takes place;\n(b) all sales and purchases of goods by the company; and\n(c)\nthe assets and liabilities of the company.\n(2) For the purposes of subsection (1), proper books of account shall not be deemed\nto be kept with respect to the matters aforesaid if there are not kept such books\nas are necessary to give a true and fair view of the state of the company\u2019s affairs\nand to explain its transactions.\n(2A) A company which keeps its books of account at any place other than at its\nregistered office or at any other place within the Islands shall, upon service of\nan order or notice by the Tax Information Authority pursuant to the Tax\nInformation Authority Act (2021 Revision), make available, in electronic form\nor any other medium, at its registered office copies of its books of account, or\nany part or parts thereof, as are specified in such order or notice; and if the\ncompany fails to comply with the order or notice without reasonable excuse, the\ncompany shall incur a penalty of five hundred dollars and a further penalty of\none hundred dollars for every day during which such non-compliance continues.\n(2B) A company which keeps its books of account outside of the Islands shall, in the\nform and manner prescribed, provide to its registered office, annually or with\nsuch other frequency and within such time as may be prescribed, information\nregarding its books of account; and, if a company fails to comply with this\nsubsection without reasonable excuse, the company shall incur a penalty of five\nhundred dollars and a further penalty of one hundred dollars for every day\nduring which such non-compliance continues.\n\nCompanies Act (2026 Revision)\nSection 60\n\nc\nRevised as at 1st January, 2026\nPage 59\n\n(2C) Subsection (2B) shall not apply to a company that complies with a requirement\nunder any regulatory law to file information regarding its accounts to the\nAuthority.\n(3) A company shall cause all books of account required to be kept under\nsubsection (1) to be retained for a minimum period of five years from the date\non which they are prepared.\n(4) A company that knowingly and wilfully contravenes subsection (1) or (3) shall\nbe subject to a penalty of five thousand dollars.\n60.\nDefinition of special resolution\n60. (1) A resolution is a special resolution when \u2014\n(a)\nit has been passed by a majority of at least two-thirds of such members as,\nbeing entitled to do so, vote in person or, where proxies are allowed, by\nproxy at a general meeting of which notice specifying the intention to\npropose the resolution as a special resolution has been duly given, except\nthat a company may in its articles of association specify that the required\nmajority shall be a number greater than two-thirds, and may additionally\nso provide that any such majority (being not less than two-thirds) may\ndiffer as between matters required to be approved by a special\nresolution; or\n(b) if so authorised by its articles of association, it has been approved in\nwriting by all of the members entitled to vote at a general meeting of the\ncompany in one or more instruments each signed by one or more of the\nmembers aforesaid, and the effective date of the special resolution so\nadopted shall be the date on which the instrument or the last of such\ninstruments, if more than one, is executed.\n(2) At any meeting mentioned in this section, unless a poll is demanded by at least\none member, a declaration of the chairperson that the resolution has been carried\nshall be conclusive evidence of the fact, without proof of the number or\nproportion of votes recorded in favour of or against the same.\n(3) Notice of any meeting shall, for the purposes of this section, be deemed to be\nduly given and the meeting to be duly held, whenever such notice is given and\nthe meeting held in manner prescribed by the regulations of the company.\n(4) In computing the majority under this section when a poll is demanded, regard\nshall be had to the number of votes to which each member is entitled by the\nregulations of the company.\n\nSection 61\nCompanies Act (2026 Revision)\n\nPage 60\nRevised as at 1st January, 2026\nc\n\n61.\nProvisions where no regulations as to meetings\n61. In default of any regulations as to voting, every member shall have one vote, and in\ndefault of any regulations as to summoning general meetings, a meeting shall be held\nto be duly summoned of which five days\u2019 notice has been served on every member;\nand in default of any regulations as to the persons to summon meetings, three\nmembers shall be competent to summon the same; and in default of any regulations\nas to who is to be chairperson of such meeting, it shall be competent for any person\nelected by the members present to preside.\n62.\nRecording of special resolutions\n62. A copy of any special resolution passed by any company under this Act shall be\nforwarded within fifteen days to the Registrar and shall be recorded by that person.\n63.\nCopies of special resolutions\n63. (1) Where articles of association have been registered, a copy of every special\nresolution for the time being in force shall be annexed to or embodied in, every\ncopy of the articles of association that may be issued after the passing of such\nresolution.\n(2) Where no articles of association have been registered, a copy of any special\nresolution shall be forwarded in print to any member requesting the same, on\npayment of ten cents or such less sum as the company may direct.\n(3) Any company which fails to comply with this section shall incur a penalty of\ntwo dollars for each copy in respect of which such default is made; and every\ndirector and manager of the company who shall knowingly and wilfully\nauthorise or permit such default shall incur the like penalty.\n64.\nAppointment of inspectors to report on affairs of companies\n64. The Court may appoint one or more than one competent inspectors to examine into\nthe affairs of any company and to report thereon in such manner as the Court\nmay direct \u2014\n(a)\nin case of a banking company having a capital divided into shares, upon\nthe application of members holding not less than one-third of the shares of\nthe company for the time being issued;\n(b) in the case of any other company having a capital divided into shares, upon\napplication of members holding not less than one-fifth of the shares of the\ncompany for the time being issued; and\n(c)\nin the case of a company not having a capital divided into shares, upon the\napplication of members being in number not less than one-fifth of the total\nnumber of persons for the time being entered on the register of the\ncompany as members.\n\nCompanies Act (2026 Revision)\nSection 65\n\nc\nRevised as at 1st January, 2026\nPage 61\n\n65.\nPowers of inspectors\n65. It shall be the duty of all officers and agents of the company to produce for\nexamination by an inspector all books and documents in their custody or power; any\ninspector may examine upon oath the officers and agents of the company in relation\nto its business, and may administer such oath accordingly; and any officer or agent\nwho refuses or neglects to produce any book or document hereby directed to be\nproduced, or to answer any question relating to the affairs of the company, shall incur\na penalty not exceeding forty dollars in respect of each such offence.\n66.\nReport of inspectors\n66. (1) Upon the conclusion of the examination, the inspectors shall report their\nopinions to the Court.\n(2) Such report shall be filed by the Clerk of the Court, but shall not, unless the\nCourt so directs, be open to public inspection.\n(3) All expenses of and incidental to any such examination and report shall be\ndefrayed by the members upon whose application the inspectors were appointed,\nunless the Court shall direct the same to be paid out of the assets of the company,\nwhich it is hereby authorised to do.\n67.\nInspection by resolution of the company\n67. Any company as aforesaid may, by special resolution, appoint inspectors for the\npurpose of examining into the affairs of such company; and inspectors so appointed\nshall have the same powers and perform the same duties as inspectors appointed by\nthe Court, except that instead of making their report to the Court, they shall make the\nsame in such manner and to such persons as the company by resolution of its members\ndirects, and the officers and agents of the company shall incur the same penalties in\ncase of any refusal or neglect to produce any book or document hereby required to be\nproduced to such inspectors or answer any question, as they would have incurred if\nsuch inspectors had been appointed by the Court.\n68.\nInspectors\u2019 report admissible as evidence\n68. The report of any inspectors appointed under this Act, or any copy thereof certified\nand signed by the inspectors, shall be admissible in any legal proceeding as evidence\nof the opinion of the inspectors in relation to any matter contained in such report.\nNotices\n69.\nReturns, etc., to Registrar\n69. Any list, return, notice or information required by this Act to be made, given or\nsupplied to the Registrar shall be authenticated by the signature of the secretary or\nmanager or one of the directors of the company.\n\nSection 70\nCompanies Act (2026 Revision)\n\nPage 62\nRevised as at 1st January, 2026\nc\n\n70.\nService of notices on company\n70. Any writ, notice, order or other document required to be served upon the company\nmay be served by leaving the same, or sending it through the post in a prepaid letter,\naddressed to the company at its registered office.\n71.\nPostal service\n71. Any document to be served by post on the company shall be posted in such time as\nto admit of its being delivered in the due course of delivery within the period, if any,\nprescribed for the service thereof; and in proving service of such document, it shall\nbe sufficient to prove that such document was properly directed, and that it was put\nas a prepaid letter into the post office.\n72.\nAuthentication of summons, notice, etc.\n72. Any summons, notice, order or proceeding requiring authentication by the company\nmay be signed by a director, secretary or other authorised officer of the company, and\nmay be in writing or print or partly in writing and partly in print.\n73.\nMinutes of proceedings\n73. (1) Every company shall cause minutes of all resolutions and proceedings of its\nmembers, whether at general meetings or otherwise, and of its directors or\nmanagers (where there are directors or managers), whether at meetings or\notherwise, to be duly kept in writing.\n(2) Any minute of a general meeting of the company or a meeting of the directors\nor managers, if purporting to be signed by the chairperson of the meeting, or by\nthe chairperson of the next succeeding meeting, shall be received as evidence of\nthe proceedings at that meeting; and until the contrary is proved, every general\nmeeting of the company or meeting of the directors or managers in respect of\nthe proceedings of which minutes have been so made, shall be deemed to have\nbeen duly held and convened and all resolutions passed thereat, or proceedings\nhad, to have been duly passed and had, and all appointments of directors,\nmanagers or liquidators shall be deemed to be valid, and all acts done by such\ndirectors, managers and liquidators shall be valid, notwithstanding any defect\nthat may afterwards be discovered in their appointments or qualifications.\n74.\nSecurity for costs in actions brought by limited companies\n74. Where a company is plaintiff in any action, suit or other legal proceeding, any Judge\nhaving jurisdiction in the matter, if that person is satisfied that there is reason to\nbelieve that if the defendant is successful in that person\u2019s defence the assets of the\ncompany will be insufficient to pay that person\u2019s costs, may require sufficient security\nto be given for such costs, and may stay all proceedings until such security is given.\n\nCompanies Act (2026 Revision)\nSection 75\n\nc\nRevised as at 1st January, 2026\nPage 63\n\n75.\nDeclaration in action against members\n75. In any action or suit brought by the company against any member to recover any call\nor other monies due from such member in that person\u2019s character of member, it shall\nnot be necessary to set forth the special matter, but it shall be sufficient to allege that\nthe defendant is a member of the company and is indebted to the company in respect\nof a call made or other monies due whereby a right of action has accrued to the\ncompany.\nArbitration\n76.\nPower of companies to refer matters to arbitration\n76. Any company may, from time to time, by writing, agree to refer and may refer to\narbitration any existing or future difference, question or other matter whatsoever in\ndispute between itself and any other company or person; and the companies, parties\nto the arbitration, may delegate to the person or persons to whom the reference is\nmade power to settle any terms or to determine any matter capable of being lawfully\nsettled or determined by the companies themselves or by the directors or other\nmanaging body of such companies.\nGeneral Penalty\n77.\nGeneral penalty; application of fines\n77. (1) Where a duty is imposed by this Act on any company, director or officer of any\ncompany and no special penalty or fine has been provided for the breach of such\nduty, then any such company director or officer responsible for such breach\ncommits an offence and is liable on conviction to a fine of five thousand dollars.\n(2) All fines shall be recovered in a summary way and shall be applied in aid of the\ngeneral revenue of the Islands.\nUnlimited Liability of Directors and Managers\n78.\nUnlimited liability of directors and managers\n78. The liability of the directors, managers or the managing director of a company may,\nif so provided by the memorandum of association, be unlimited.\n79.\nModification of section 49\n79. In the event of a company being wound up, section 49 as respects the contribution to\nbe required from any director or manager whose liability is unlimited by virtue of\nsection 78 shall have effect subject to the following modifications \u2014\n\nSection 80\nCompanies Act (2026 Revision)\n\nPage 64\nRevised as at 1st January, 2026\nc\n\n(a)\nsubject as hereinafter contained, any such director, managing director or\nmanager whether past or present shall, in addition to that person\u2019s liability,\nif any, to contribute as an ordinary member, be liable to contribute as if\nthat person were at the date of the commencement of such winding up a\nmember of an unlimited company;\n(b) no contribution required from any past director or manager who has ceased\nto hold such office for a period of one year or upwards prior to the\ncommencement of such winding up, shall exceed the amount, if any, which\nthat person is liable to contribute as an ordinary member of the company;\n(c)\nno contribution required from any past director or manager in respect of\nany debt or liability of the company contracted after the time at which that\nperson ceased to hold such office shall exceed the amount, if any, which\nthat person is liable to contribute as an ordinary member of the company;\nand\n(d) subject to the regulations of the company, no contribution required from\nany director or manager shall exceed the amount, if any, which that person\nis liable to contribute as an ordinary member, unless the Court thinks it\nnecessary to require such contribution in order to satisfy the debts and\nliabilities of the company and the costs, charges and expenses of the\nwinding up.\nAssociation not for Profit\n80.\nCircumstances in which a company may be registered without \u201climited\u201d in\nits name\n80. (1) A company registered under this Act or an association applying to be registered\nunder this Act, may in accordance with section 80A, apply to the Registrar to\nbe designated as a company to which this section applies if the company or\nassociation \u2014\n(a)\nwas formed or is to be formed primarily for the promotion of charitable,\nphilanthropic, religious, cultural, educational, social or fraternal purposes\nor objects, including, for the avoidance of doubt, a group of persons\nsharing a common profession or interest which, to the satisfaction of the\nRegistrar, qualifies the company or association for registration under this\nsection; and\n(b) has applied or intends to apply the profits, if any, or other income of the\ncompany or association primarily for the promotion of charitable,\nphilanthropic, religious, cultural, educational, social or fraternal purposes\nor objects, including, for the avoidance of doubt, a group of persons\nsharing a common profession or interest which, to the satisfaction of the\n\nCompanies Act (2026 Revision)\nSection 80\n\nc\nRevised as at 1st January, 2026\nPage 65\n\nRegistrar, qualifies the company or association for registration under this\nsection.\n(2) The Registrar shall only approve an application for designation under this\nsection if the memorandum and articles of association of a company registered\nunder this Act or an association being registered under this Act and applying for\ndesignation, contain language to the effect that \u2014\n(a)\nthe assets, profits, if any, and other income of the company or association\napplying for designation, shall be applied exclusively in the furtherance of\nthe objects of the company or association; and\n(b) no portion of the assets and income of the company or association shall be\ndistributed as profit or dividend directly or indirectly to the controllers,\nshareholders, owners or members of the company or association, unless\nsuch distribution is intended for the legitimate purpose of compensating a\nperson for services to further the objects of the company or association or\nto pay the liabilities incurred on behalf of the company or association.\n(3) Pursuant to an application made under subsection (1), the Registrar may direct\nthat a company registered under this Act or that an association being registered\nunder this Act, be registered with limited liability without the addition of the\nword \u201cLimited\u201d or the abbreviation \u201cLtd.\u201d to the company\u2019s name and that upon\nregistration shall enjoy all the privileges and be subject to all the obligations by\nthis Act imposed on companies, except the obligations under this Act requiring\na company \u2014\n(a)\nto use the word \u201cLimited\u201d or the abbreviation \u201cLtd.\u201d as any part of its\nname;\n(b) to send a list of its members to the Registrar;\n(c)\nto comply with the provisions of sections 51 or 55 or pay any fees pursuant\nto section 199; or\n(d) to pay the fees prescribed by sections 26, 41 and 169.\n(4) The Registrar may impose any conditions that the Registrar thinks fit to impose\non a company designated under this section and shall cause the conditions\nimposed to be inserted or endorsed on the memorandum or articles of\nassociation of the company or association being registered.\n(5) Where a company designated under this section is to be dissolved, the person\nwho owns, controls or directs that company shall ensure that any assets of the\ncompany remaining after the satisfaction of all debts and liabilities of the\ncompany shall be transferred to another company registered under this section\nor a non-profit organisation registered under the Non-Profit Organisations Act\n(2020 Revision) which has similar objects.\n\nSection 80A\nCompanies Act (2026 Revision)\n\nPage 66\nRevised as at 1st January, 2026\nc\n\n(6) For the purpose of this section \u201cnon-profit organisation\u201d has the same meaning\nas that assigned to these words in the Non-Profit Organisations Act (2020\nRevision).\n80A. Application for designation under section 80\n80A.(1)\nAn application for designation as a company under section 80 may be made to\nthe Registrar by a company or an association to which section 80 refers and shall\nbe \u2014\n(a)\nmade in the form specified by the Registrar; and\n(b) accompanied by the non-refundable application fee prescribed in Part 3A.\n(2) A company making an application under subsection (1) shall, at the time of\nmaking the application, file with the Registrar a list of the persons who own,\ncontrol or direct the company.\n80B. Obligations for companies designated under section 80\n80B.A company designated pursuant to section 80 that is not registered pursuant to the\nNon-Profit Organisations Act (2020 Revision) shall \u2014\n(a)\nfile with the Registrar, in the form specified by the Registrar, an annual\nreturn confirming the objects and activities of the company;\n(b) in the manner specified by the Registrar, notify the Registrar of any change\nin \u2014\n(i)\nthe objects or activities of the company; or\n(ii) the address of the registered office or the location of the company,\nwithin thirty days of the date of the change;\n(c)\nmaintain the proper books of account for a minimum period of five years;\n(d) comply with any conditions imposed by the Registrar upon registration;\n(e)\nestablish and maintain internal controls and systems appropriate for the\ncompany to identify conduct which may involve the financing of\nterrorism;\n(f)\nnotify the Registrar, in the manner specified by the Registrar, of any\nchange in the person who owns, controls or directs the company, within\nthirty days of the date of the change; and\n(g) pay the fee prescribed in Part 3A for any changes for which the Registrar\nis required to be notified pursuant to this section.\n80C. Examination by the Registrar\n80C. To facilitate the monitoring of compliance with section 80B(b) and (c) \u2014\n(a)\nthe Registrar may examine all books of account and documents, for a\ncompany designated under section 80; and\n\nCompanies Act (2026 Revision)\nSection 80D\n\nc\nRevised as at 1st January, 2026\nPage 67\n\n(b) it shall be the duty of an officer of a company designated under section 80\nto produce for examination by the Registrar, all books of account and\ndocuments, for the company for which the officer is responsible, that are\nin the officer\u2019s custody or power.\n80D. Repealed\n80D. Repealed by section 2 of the Companies (Amendment) Act, 2023 [Act 15 of 2023].\n80E. Penalty for breach of section 80B\n80E. (1) The Registrar \u2014\n(a)\nmay impose a penalty of five hundred dollars on a company designated\nunder section 80, if the company breaches the provisions of section 80B;\nand\n(b) shall within ten days of the date of the imposition of the penalty, inform\nthe company upon which the penalty has been imposed, of the reasons for\nthe imposition of the penalty.\n(2) A company, upon which a penalty is imposed pursuant to subsection (1), which\ndisputes the imposition of the penalty may appeal to the Court for review of the\nRegistrar\u2019s decision to impose the penalty.\n(3) A dispute in relation to the penalty imposed pursuant to subsection (1) shall not\nbe in respect of the amount of the penalty imposed and is limited to a dispute in\nrelation to the grounds upon which the penalty is imposed.\n(4) Notwithstanding subsection (1), if a company is in breach of section 80B \u2014\n(a)\nin respect of more than one change in the person who owns, controls or\ndirects a company and \u2014\n(i)\nthe changes occurred within a sixty day period; and\n(ii) the Registrar is notified of the changes on the same day,\nthe applicable penalty for the breach shall be that specified in\nsubsection (1), irrespective of the number of changes notified to the\nRegistrar; and\n(b) in respect of a person who owns, controls or directs five or more\ncompanies, the applicable aggregate penalty in respect of the companies\nto which the breach relates shall not exceed the sum of two thousand five\nhundred dollars, which shall be equally apportioned between and paid by\nsuch companies.\n(5) In addition to the penalty under subsection (1), where the Registrar is satisfied\nthat a breach of section 80B has been knowingly and wilfully authorised or\npermitted \u2014\n(a)\nevery company to which the breach relates shall incur a penalty of one\nthousand dollars; and\n\nSection 81\nCompanies Act (2026 Revision)\n\nPage 68\nRevised as at 1st January, 2026\nc\n\n(b) every person who owns, controls or directs the company to which the\nbreach relates shall incur a penalty of one thousand dollars and a further\npenalty of one hundred dollars for every day during which the default\ncontinues.\nContracts\n81.\nContracts and other instruments\n81. (1) Contracts, deeds, instruments under seal or other instruments on behalf of any\ncompany may be made as follows \u2014\n(a)\na contract or other instrument which, if made between individuals, would\nby law be required to be in writing, and to be made by deed or under seal,\nand a deed or instrument under seal may be made by instrument \u2014\n(i)\nsealed with any seal of the company; or\n(ii) which is executed on behalf of the company by any person acting\nunder the express or implied authority of the company and which is\neither expressed to be executed as, or otherwise makes clear on its\nface it is intended to be, a deed or instrument under seal;\n(b) any contract or other instrument which, if made between private persons,\nwould be by law required to be in writing and signed by the parties to be\ncharged therewith may be made on behalf of the company in writing,\nsigned by any person acting under the express or implied authority of the\ncompany; and\n(c)\nany contract which, if made between private persons, would by law be\nvalid although made by parol only and not reduced into writing, may be\nmade by parol on behalf of the company by any person acting under the\nexpress or implied authority of the company.\n(2) Where a contract or other transaction purports to be made by a company or by\na person on its behalf at a time when the company has not been registered, then\nsubject to any agreement to the contrary, the contract or other transaction has\neffect as one entered into by the person purporting to act on behalf of the\ncompany and, subject to subsection (3), that person is personally liable on the\ncontract or other transaction.\n(3) A contract or other transaction purported to be entered into by a company prior\nto its registration or by a person on behalf of the company prior to its registration\nmay be ratified by the company after its registration and thereupon the company\nshall become bound by and entitled to the benefit thereof from the date of\nregistration, and the person so entering into such contract or other transaction\nshall be deemed to have been duly authorised to act on behalf of the company\nand shall cease to be personally liable on the contract or other transaction.\n\nCompanies Act (2026 Revision)\nSection 81\n\nc\nRevised as at 1st January, 2026\nPage 69\n\n(4) Any contract, deed or other instrument made according to this section may be\nvaried or discharged in the same manner as it is authorised by this section to be\nmade.\n(5) All contracts, deeds or other instruments made according to this section shall be\neffectual in law and shall be binding upon the company and its successors and\nall other parties thereto, their heirs, executors or administrators, as the case may\nbe.\n(6) A contract or other instrument to be governed by the laws of the Islands which\nis executed by an overseas company is, and is to be treated as, a deed or\ninstrument under seal if it is \u2014\n(a)\nexecuted in conformity with subsection (1)(a); and\n(b) executed in conformity with the requirements imposed by \u2014\n(i)\nthe laws of the jurisdiction in which the overseas company was\nformed or incorporated; and\n(ii) its memorandum or articles of association or other constitutional\ndocuments (howsoever called).\n(7) A contract or other instrument executed in accordance with subsection (6) meets\nany requirement of any law of the Islands that the contract or instrument is, and\nis to be treated as, a deed or instrument executed under seal.\n(8) A contract, deed or instrument is executed validly as a contract, deed or\ninstrument under seal where it is executed in any manner contemplated by the\nparties thereto, including, without limitation \u2014\n(a)\nwhere the complete contract, deed or instrument is executed; or\n(b) where any signature or execution page to the contract, deed or instrument\nis executed (whether or not the contract, deed or instrument is at such time\nin final form) which is attached by, or on behalf of, the relevant party to,\nor otherwise with the relevant party\u2019s express or implied authority to, the\ncontract, deed or instrument,\nprovided always that the contract, deed or instrument is executed in conformity\nwith subsection (1)(a) or (b), or subsection (6), as the case may be.\n(9) Subsections (1), (4), (5), (6), (7) and (8) shall apply to contracts, deeds,\ninstruments under seal or other instruments regardless of whether they were\nmade before, on or after 27th April, 2011, the date of commencement of this\nsubsection by the Companies (Amendment) Act, 2011 [Law 16 of 2011], and no\ncontract, deed, instrument under seal or other instrument made before the\ncommencement of this subsection shall be invalid by reason only of any\nprovision of subsections (1), (4), (5), (6), (7) and (8).\n\nSection 82\nCompanies Act (2026 Revision)\n\nPage 70\nRevised as at 1st January, 2026\nc\n\n82.\nBills of exchange and promissory notes\n82. A bill of exchange or promissory note shall be deemed to have been made, accepted\nor endorsed on behalf of a company if made, accepted or endorsed in the name of, or\nby or on behalf or on account of, the company by any person acting under its\nauthority.\n83.\nExecution of deeds, etc., by attorney\n83. (1) A company may appoint and empower a person either generally or in respect of\na specified matter to execute deeds or instruments under seal on its behalf.\n(2) Any appointment under subsection (1) need not be made by deed or instrument\nunder seal, but any person so appointed otherwise than by deed or instrument\nunder seal shall not constitute the donee of a power under the Powers of Attorney\nAct (1996 Revision) (but without prejudice to the authority otherwise conferred\nupon them by the company).\n(3) A deed or instrument under seal signed by a person on behalf of a company\npursuant to the authority conferred pursuant to subsection (1) shall bind the\ncompany and have effect as if it were executed as such by the company.\n84.\nPower of company to have official seal for use abroad\n84. (1) A company may maintain a common seal, which shall bear the name of the\ncompany in legible characters, which may, at the discretion of the company, be\nfollowed with or preceded by its dual foreign name or its translated name, if\nany, or both at such place as the company may, from time to time, determine\nand in default of any such determination, at its registered office, and may, if so\nauthorised by its articles of association, maintain a duplicate seal or seals, each\nof which shall be a facsimile of its common seal at such place or places\nthroughout the world as it may authorise and any such duplicate seal may, but\nshall not be obliged to, bear on its face the name of any country, territory,\ndistrict, or place where it is to be used.\n(2) A deed or instrument under seal to which any such duplicate seal is duly affixed\nshall bind the company as if it had been sealed with the common seal of the\ncompany.\n(3) A company having any such duplicate seal may authorise any person appointed\nfor the purpose to affix the duplicate seal to any deed or other document to which\nthe company is party.\n(4) The authority of any such agent shall, as between the company and any person\ndealing with the agent, continue during the period, if any, specified in the\ninstrument conferring the authority, or if no period is so specified, then until\nnotice of the revocation or determination of the authority of the agent has been\ngiven to such person.\n\nCompanies Act (2026 Revision)\nSection 85\n\nc\nRevised as at 1st January, 2026\nPage 71\n\n(5) The person affixing any such duplicate seal shall, by writing under that person\u2019s\nhand, certify on the deed or other instrument to which the seal is affixed the date\non which it is affixed.\n85.\nAuthentication of documents\n85. A document or proceeding requiring authentication by a company may be signed by\na director, secretary or other authorised officer of the company.\nArrangements and Reconstructions\n86.\nPower to compromise with creditors and members\n86. (1) Where a compromise or arrangement is proposed between a company and its\ncreditors or any class of them, or between the company and its members or any\nclass of them, the Court may, on the application of the company or of any\ncreditor or member of the company, or of a restructuring officer appointed in\nrespect of the company, or where a company is being wound up, of the\nliquidator, order a meeting of the creditors or class of creditors, or of the\nmembers of the company or class of members, as the case may be, to be\nsummoned in such manner as the Court directs.\n(2) If a majority in number representing seventy-five per cent in value of the\ncreditors or class of creditors, as the case may be, present and voting either in\nperson or by proxy at the meeting, agree to any compromise or arrangement, the\ncompromise or arrangement shall, if sanctioned by the Court, be binding on all\nthe creditors or the class of creditors, as the case may be, and also on the\ncompany or, where a company is in the course of being wound up, on the\nliquidator and contributories of the company.\n(2A) If seventy-five per cent in value of the members or class of members, as the case\nmay be, present and voting either in person or by proxy at the meeting, agree to\nany compromise or arrangement, the compromise or arrangement shall, if\nsanctioned by the Court, be binding on all the members or class of members, as\nthe case may be, and also on the company or, where a company is in the course\nof being wound up, on the liquidator and contributories of the company.\n(3) An order made under subsection (2) or (2A) shall have no effect until a copy of\nthe order has been delivered to the Registrar for registration, and a copy of every\nsuch order shall be annexed to every copy of the memorandum of association of\nthe company issued after the order has been made, or, in the case of a company\nnot having a memorandum, of every copy so issued of the instrument\nconstituting or defining the constitution of the company.\n(4) If a company makes default in complying with subsection (3), the company and\nevery officer of the company who is in default shall be liable to a fine of two\ndollars for each copy in respect of which default is made.\n\nSection 87\nCompanies Act (2026 Revision)\n\nPage 72\nRevised as at 1st January, 2026\nc\n\n(5) In this section the expression \u201ccompany\u201d means any company liable to be\nwound up under this Act and the expression \u201carrangement\u201d includes a\nreorganisation of the share capital of the company by the consolidation of shares\nof different classes or by the division of shares into shares of different classes\nor by both those methods.\n87.\nProvisions for facilitating reconstruction and amalgamation of companies\n87. (1) Where an application is made to the Court under section 86 for the sanctioning\nof a compromise or arrangement proposed between a company and any such\npersons as are specified in that section, and it is shown to the Court that the\ncompromise or arrangement has been proposed for the purpose of or in\nconnection with a scheme for the reconstruction of any company or companies\nor the amalgamation of any two or more companies, and that under the scheme\nthe whole or any part of the undertaking or the property of any company\nconcerned in the scheme (in this section referred to as \u201ca transferor company\u201d)\nis to be transferred to another company (in this section referred to as \u201cthe\ntransferee company\u201d) the Court, may either by the order sanctioning the\ncompromise or arrangement or by any subsequent order make provision for \u2014\n(a)\nthe transfer to the transferee company of the whole or any part of the\nundertaking and of the property or liabilities of any transferor company;\n(b) the allotting or appropriation by the transferee company of any shares,\ndebentures, policies, or other like interests in that company which under\nthe compromise or arrangement are to be allotted or appropriated by that\ncompany to or for any person;\n(c)\nthe continuation by or against the transferee company of any legal\nproceedings pending by or against any transferor company;\n(d) the dissolution, without winding up, of any transferor company;\n(e)\nthe provisions to be made for any person who within such time and in such\nmanner as the Court directs dissents from the compromise or arrangement;\nand\n(f)\nsuch incidental, consequential and supplemental matters as are necessary\nto secure that the reconstruction or amalgamation is fully and effectively\ncarried out.\n(2) Where an order under this section provides for the transfer of property or\nliabilities, that property shall, by virtue of the order, be transferred to and vest\nin, and those liabilities shall, by virtue of the order, be transferred to and become\nthe liabilities of, the transferee company, and any such property shall, if the\norder so directs, be freed from any charge which is, by virtue of the compromise\nor arrangement, to cease to have effect\n(3) Where an order is made under this section, every company in relation to which\nthe order is made shall cause a copy thereof to be delivered to the Registrar for\n\nCompanies Act (2026 Revision)\nSection 88\n\nc\nRevised as at 1st January, 2026\nPage 73\n\nregistration within seven days after the making of the order, and if default is\nmade in complying with this subsection, the company and every officer of the\ncompany who is in default shall be liable to a default fine.\n(4) In this section \u2014\n\u201cproperty\u201d includes property, rights and powers of every description;\n\u201cliabilities\u201d includes duties; and\n\u201ctransferee company\u201d means any company or body corporate established in\nthe Islands or in any other jurisdiction.\n88.\nPower to acquire shares of dissenting shareholders\n88. (1) Subject to subsection (1A), where a scheme or contract involving the transfer of\nshares or any class of shares in a company (in this section referred to as \u201cthe\ntransferor company\u201d) to another company, whether a company within the\nmeaning of this Act or not (in this section referred to as \u201cthe transferee\ncompany\u201d) has after the making of the offer in that behalf by the transferee\ncompany been approved by the holders of not less than ninety per cent in value\nof the shares for which the offer has been made, the transferee company may, at\nany time within two months after the approval by the said holders, give notice\nin the prescribed manner to any dissenting shareholder that it desires to acquire\nthat shareholder\u2019s shares.\n(1A) Where the notice under subsection (1) is given, the transferee company shall be\nbound to acquire those shares on the terms on which the shares of the approving\nshareholders are to be transferred to the transferee company except where an\napplication is made to the Court by a dissenting shareholder within one month\nafter the date on which the notice was given and the Court thinks fit to order\notherwise.\n(2) Where a notice has been given by the transferee company under this section and\nthe Court has not, on an application made by the dissenting shareholder, ordered\nto the contrary, the transferee company shall, on the expiration of one month\nfrom the date on which the notice has been given or, if an application to the\nCourt by the dissenting shareholder is then pending, after that application has\nbeen disposed of, transmit a copy of the notice to the transferor company and\npay or transfer to the transferor company the amount or other consideration\nrepresenting the price payable by the transferee company for the shares which\nby virtue of this section that company is entitled to acquire, and the transferor\ncompany shall thereupon register the transferee company as the holder of those\nshares.\n(3) Any sums received by the transferor company under this section shall be paid\ninto a separate bank account, and any such sums and any other consideration so\nreceived shall be held by that company on trust for the several persons entitled\n\nSection 89\nCompanies Act (2026 Revision)\n\nPage 74\nRevised as at 1st January, 2026\nc\n\nto the shares in respect of which the said sum or other consideration were\nrespectively received.\n(4) In this section \u2014\n\u201cdissenting shareholder\u201d includes a shareholder who has not assented to the\nscheme or contract and any shareholder who has failed or refused to transfer that\nperson\u2019s shares to the transferee company, in accordance with the scheme or\ncontract.\nPART 5 - Company Restructuring and Winding up of\nCompanies and Associations\nPreliminary\n89.\nDefinitions\n89. In this Part \u2014\n\u201ccompany\u201d includes a foreign company in respect of which the Court has made\na winding up order;\n\u201ccontributory\u201d means \u2014\n(a)\nevery person liable by virtue of section 49 to contribute to the assets of a\ncompany in the event that it is wound up under this Act; and\n(b) every holder of fully paid up shares of a company;\n\u201ccontroller\u201d means a person appointed by the Authority pursuant to the\nregulatory laws to take control of a company;\n\u201cdocument\u201d includes any device by means of which information is recorded or\nstored;\n\u201cforeign company\u201d means any body corporate incorporated outside the Islands;\n\u201cforeign practitioner\u201d means a person who is qualified under the law of a\nforeign country to perform functions equivalent to those performed by official\nliquidators under this Act or by trustees in bankruptcy under the Bankruptcy Act\n(2026 Revision);\n\u201climited partnership\u201d means an ordinary limited partnership registered in\naccordance with section 49 of the Partnership Act (2025 Revision) or an\nexempted limited partnership registered in accordance with section 9 of the\nExempted Limited Partnership Act (2025 Revision);\n\u201cofficial liquidator\u201d means the liquidator of a company which is being wound\nup by order of the Court or under the supervision of the Court and includes a\nprovisional liquidator;\n\u201cprescribed\u201d means prescribed by the Insolvency Rules Committee;\n\nCompanies Act (2026 Revision)\nSection 90\n\nc\nRevised as at 1st January, 2026\nPage 75\n\n\u201cprofessional service provider\u201d means a person who contracts to provide\ngeneral managerial or administrative services to a company on an annual or\ncontinuing basis;\n\u201cqualified insolvency practitioner\u201d means a person holding the qualifications\nspecified in the regulations made by the Insolvency Rules Committee under\nsection 155 or such other qualifications as the Court considers appropriate for\nthe conduct of the winding up of a company;\n\u201cRules\u201d mean rules prescribed by the Insolvency Rules Committee;\n\u201cshadow director\u201d means, in relation to a company, any person in accordance\nwith whose directions or instructions the directors of the company are\naccustomed to act, but the person is not deemed to be a shadow director by\nreason only that the directors act on advice given by that person in a professional\ncapacity; and\n\u201cwinding up order\u201d includes an order that a voluntary winding up continue\nunder the supervision of the Court and references to a company being wound up\nby the Court includes a company which is being wound up under the supervision\nof the Court.\n90.\nAlternative modes of winding up\n90. A company may be wound up \u2014\n(a)\ncompulsorily by order of the Court;\n(b) voluntarily \u2014\n(i)\nby virtue of a special resolution;\n(ii) because the period, if any, fixed for the duration of the company by\nits articles of association has expired; or\n(iii) because the event, if any, has occurred, on the occurrence of which\nits articles of association provide that the company shall be\nwound up; or\n(c)\nunder the supervision of the Court.\n91.\nJurisdiction of the Court\n91. The Court has jurisdiction to make winding up orders in respect of \u2014\n(a)\nan existing company;\n(b) a company incorporated and registered under this Act;\n(c)\na body incorporated under any other law; and\n(d) a foreign company which \u2014\n(i)\nhas property located in the Islands;\n(ii) is carrying on business in the Islands;\n(iii) is the general partner of a limited partnership; or\n\nSection 91A\nCompanies Act (2026 Revision)\n\nPage 76\nRevised as at 1st January, 2026\nc\n\n(iv) is registered under Part 9.\nCompany Restructuring\n91A. Interpretation of \u201ccompany\u201d\n91A. For the purposes of sections 91B, 91C, 91D, 91E, 91F, 91G, 91H, 91I and 91J,\n\u201ccompany\u201d means \u2014\n(a)  any company liable to be wound up under section 91; or\n(b)  any other entity or partnership to which the provisions of this Part apply in\nrespect of the entity\u2019s or partnership\u2019s winding up.\n91B. Appointment of a restructuring officer\n91B. (1) A company may present a petition to the Court for the appointment of a\nrestructuring officer on the grounds that the company \u2014\n(a)  is or is likely to become unable to pay its debts within the meaning of\nsection 93; and\n(b)  intends to present a compromise or arrangement to its creditors (or classes\nthereof) either, pursuant to this Act, the law of a foreign country or by way\nof a consensual restructuring.\n(2)  A petition under subsection (1) may be presented by a company acting by its\ndirectors, without a resolution of its members or an express power in its articles\nof association.\n(3)  The Court may, on hearing a petition under subsection (1) \u2014\n(a)  make an order appointing a restructuring officer;\n(b)  adjourn the hearing conditionally or unconditionally;\n(c)  dismiss the petition; or\n(d)  make any other order as the Court thinks fit, except an order placing the\ncompany into official liquidation, which the Court may only make in\naccordance with sections 92 and 95 if a winding up petition has been\npresented in accordance with sections 91G and 94.\n(4)  A restructuring officer appointed by the Court under subsection (3)(a) shall have\nthe powers and carry out only such functions as the Court may confer on the\nrestructuring officer in the order appointing the restructuring officer, including\nthe power to act on behalf of the company.\n(5)  Where the Court makes an order under subsection (3)(a), the Court shall set out\nin the order \u2014\n(a)  the manner and time within which the restructuring officer shall give\nnotice of the restructuring officer\u2019s appointment to \u2014\n\nCompanies Act (2026 Revision)\nSection 91C\n\nc\nRevised as at 1st January, 2026\nPage 77\n\n(i)  the company\u2019s creditors, including any contingent or prospective\ncreditors;\n(ii)  the company\u2019s contributories; and\n(iii)  the Authority, in respect of any company which is carrying on\nregulated business;\n(b) the manner and extent to which the powers and functions of the\nrestructuring officer shall affect and modify the powers and functions of\nthe board of directors; and\n(c)  any other conditions to be imposed on the board of directors that the Court\nconsiders appropriate, in relation to the exercise by the board of directors\nof its powers and functions.\n(6)  Where a company which is carrying on a regulated business presents a petition\nunder subsection (1), the directors of the company shall, immediately after\npresenting the petition, serve notice of the petition on the Authority.\n(7)  A director who fails to comply with subsection (6) commits an offence and is\nliable to a fine of ten thousand dollars.\n91C. Appointment of an interim restructuring officer\n91C. (1) A company may, where it is in the interests of the company to do so, make an\nex parte application to the Court for the appointment of a restructuring officer\non an interim basis pending the hearing of the petition under section 91B(1).\n(2)  An application under subsection (1) may be presented by a company acting by\nits directors without a resolution of its members or an express power in its\narticles of association.\n(3)  The Court may, on hearing an application under subsection (1), appoint a\nrestructuring officer on an interim basis, on such terms and conditions as the\nCourt thinks fit.\n(4)  A restructuring officer appointed on an interim basis by the Court under\nsubsection (3) shall have the powers and carry out only such functions as the\nCourt may confer on that restructuring officer in the order appointing the\nrestructuring officer, including the power to act on behalf of the company.\n(5)  Where the Court makes an order under subsection (3), the Court shall set out in\nthe order \u2014\n(a)  the manner and time within which the restructuring officer shall give\nnotice of the restructuring officer\u2019s appointment to \u2014\n(i)  the company\u2019s creditors, including any contingent or prospective\ncreditors;\n(ii)  the company\u2019s contributories; and\n\nSection 91D\nCompanies Act (2026 Revision)\n\nPage 78\nRevised as at 1st January, 2026\nc\n\n(iii)  the Authority, in respect of any company which is carrying on\nregulated business;\n(b)  the manner and extent to which the powers and functions of the\nrestructuring officer shall affect and modify the powers and functions of\nthe board of directors; and\n(c)  any other conditions to be imposed on the board of directors that the Court\nconsiders appropriate, in relation to the exercise by the board of directors\nof its powers and functions.\n(6)  Where a company which is carrying on a regulated business makes an\napplication under subsection (1), the directors of the company shall,\nimmediately after making the application, serve notice of the application on the\nAuthority.\n(7)  A director who fails to comply with subsection (6), commits an offence and is\nliable to a fine of ten thousand dollars.\n91D. Restructuring officer\n91D. (1) A restructuring officer appointed under section 91B or 91C shall be a qualified\ninsolvency practitioner.\n(2)  Where two or more persons are appointed as restructuring officers under section\n91B or 91C, they shall be authorised to act jointly and severally, unless their\npowers are expressly limited by an order of the Court.\n(3)  A restructuring officer appointed under section 91B or 91C is an officer of the\nCourt.\n(4)  Notwithstanding subsection (1), where the Court has appointed a qualified\ninsolvency practitioner to act as a restructuring officer, the Court may appoint a\nforeign practitioner to act as a restructuring officer in addition to the qualified\ninsolvency practitioner.\n(5)  A foreign practitioner appointed by the Court to act as a restructuring officer\nshall not act as the sole restructuring officer of a company.\n(6)  The remuneration of a restructuring officer appointed under section 91B or 91C\nshall, on the application of the restructuring officer, be fixed by the Court from\ntime to time in accordance with section 109.\n(7)   A restructuring officer, a creditor of the company, including a contingent or\nprospective creditor, or a contributory of the company may apply to the Court\nto determine any question arising in the course of carrying out the restructuring\nofficer\u2019s functions.\n91E. Variation or discharge of the order appointing a restructuring\n91E. (1) At any time after the appointment of a restructuring officer by the Court under\nsection 91B or 91C \u2014\n\nCompanies Act (2026 Revision)\nSection 91F\n\nc\nRevised as at 1st January, 2026\nPage 79\n\n(a)  the company acting by its directors;\n(b)  a restructuring officer appointed under section 91B or 91C;\n(c)  a creditor of the company, including a contingent or prospective creditor;\n(d)  a contributory of the company; or\n(e)  the Authority, in respect of any company which is carrying on a regulated\nbusiness,\n\nmay apply by way of summons to the Court for the variation or discharge of the\norder appointing the restructuring officer.\n(2)  An application under subsection (1)(a) may be presented by a company acting\nby its directors without a resolution of its members or an express power in its\narticles of association.\n(3)  The Court may, on hearing an application under subsection (1) \u2014\n(a)  vary the order appointing the restructuring officer;\n(b)  discharge or continue the order appointing the restructuring officer;\n(c)  adjourn the hearing conditionally or unconditionally;\n(d)  dismiss the application; or\n(e)  make any other order as the Court thinks fit, except an order placing the\ncompany into official liquidation, which the Court may only make in\naccordance with sections 92 and 95 if a winding up petition has been\npresented in accordance with sections 91G and 94.\n91F. Removal and replacement of restructuring officers\n91F. (1) A restructuring officer may be removed from office and replaced by an\nalternative restructuring officer by order of the Court made on the application\nof \u2014\n(a)  the company acting by its directors;\n(b)  a creditor of the company, including a contingent or prospective creditor;\n(c)  a contributory of the company; or\n(d)  the Authority, in respect of any company which is carrying on a regulated\nbusiness.\n(2)  An application under subsection (1)(a) may be presented by a company acting\nby its directors without a resolution of its members or an express power in its\narticles of association.\n(3)  A restructuring officer who has been removed and replaced pursuant to\nsubsection (1) shall prepare a report and accounts for the restructuring officer\nreplacing the removed restructuring officer, within twenty-one days of the date\nof removal and replacement.\n\nSection 91G\nCompanies Act (2026 Revision)\n\nPage 80\nRevised as at 1st January, 2026\nc\n\n91G. Stay of proceedings\n91G. (1) At any time \u2014\n(a)  after the presentation of a petition for the appointment of a restructuring\nofficer under section 91B, but before an order for the appointment of a\nrestructuring officer is made, and when the petition has not been\nwithdrawn or dismissed; and\n(b)  when an order for the appointment of a restructuring officer is made, until\nthe order appointing the restructuring officer has been discharged,\n\nno suit, action or other proceedings, other than criminal proceedings, shall be\nproceeded with or commenced against the company, no resolution shall be\npassed for the company to be wound up and no winding up petition may be\npresented against the company, except with the leave of the Court and subject\nto such terms as the Court may impose.\n(2)  Where at any time referred to in subsection (1), there are criminal proceedings\npending against the company in a summary court, the Court, the Court of Appeal\nor the Privy Council \u2014\n(a)  the company acting by its directors;\n(b)  a creditor of the company, including a contingent or prospective creditor;\n(c)  a contributory of the company; or\n(d)  the Authority, in respect of any company which is carrying on regulated\nbusiness,\n\nmay apply to the court in which the proceedings are pending for a stay of the\nproceedings and the court to which the application is made, may stay the\nproceedings on such terms as it thinks fit.\n(3)  In this section \u2014\n(a)  references to a suit, action or other proceedings include a suit, action or\nother proceedings in a foreign country; and\n(b)  references to other proceedings include any court supervised insolvency or\nrestructuring proceedings against the company.\n91H. Enforcement of creditors\u2019 security\n91H. Notwithstanding the presentation of a petition for the appointment of a restructuring\nofficer or the appointment of a restructuring officer by the Court under section 91B\nor 91C, a creditor who has security over the whole or part of the assets of the company\nis entitled to enforce the creditor\u2019s security without the leave of the Court and without\nreference to the restructuring officer appointed under section 91B or 91C.\n\nCompanies Act (2026 Revision)\nSection 91I\n\nc\nRevised as at 1st January, 2026\nPage 81\n\n91I.\nPower to compromise with creditors and members within restructuring\nofficer proceeding\n91I. (1) Where a restructuring officer is appointed to a company and a compromise or\narrangement is proposed between the company and its creditors or any class of\nthem, or the company and its members or any class of them, the Court may, on\nthe application of the restructuring officer, order a meeting of the creditors or\nclass of creditors, or of the members of the company or class of members, as the\ncase may be, to be summoned in such manner as the Court directs.\n(2)  If a majority in number representing seventy-five per cent in value of the\ncreditors or class of creditors, as the case may be, present and voting either in\nperson or by proxy at the meeting, agree to any compromise or arrangement, the\ncompromise or arrangement shall, if sanctioned by the Court, be binding on all\nthe creditors or the class of creditors, as the case may be, and also on the\ncompany.\n(3)  If seventy-five per cent in value of the members or class of members, as the case\nmay be, present and voting either in person or by proxy at the meeting, agree to\nany compromise or arrangement, the compromise or arrangement shall, if\nsanctioned by the Court, be binding on all the members or class of members, as\nthe case may be, and also on the company.\n(4)  An order made under subsection (2) or (3) shall have no effect until a copy of\nthe order has been delivered to the Registrar for registration, and a copy of every\nsuch order shall be annexed to every copy of the memorandum of association of\nthe company issued after the order has been made, or, in the case of a company\nnot having a memorandum, of every copy so issued of the instrument\nconstituting or defining the constitution of the company.\n(5)  If a company makes default in complying with subsection (4), the company and\nevery officer of the company who is in default shall be liable to a fine of two\ndollars for each copy in respect of which default is made.\n(6)  In this section, \u201carrangement\u201d includes a reorganisation of the share capital of\nthe company by the consolidation of shares of different classes or by the division\nof shares into shares of different classes or by both those methods.\n\nSection 91J\nCompanies Act (2026 Revision)\n\nPage 82\nRevised as at 1st January, 2026\nc\n\n91J. Provisions for facilitating reconstruction and amalgamation of companies\n91J. (1) Where an application is made to the Court under section 91I for the sanctioning\nof a compromise or arrangement proposed between a company and any such\npersons as are specified in that section, and it is shown to the Court that the\ncompromise or arrangement has been proposed for the purpose of or in\nconnection with a scheme for the reconstruction of any company or companies\nor the amalgamation of any two or more companies, and that under the scheme\nthe whole or any part of the undertaking or the property of any company\nconcerned in the scheme (in this section referred to as \u201ca transferor company\u201d)\nis to be transferred to another company (in this section referred to as \u201cthe\ntransferee company\u201d) the Court, may either by the order sanctioning the\ncompromise or arrangement or by any subsequent order make provision for \u2014\n(a)  the transfer to the transferee company of the whole or any part of the\nundertaking and of the property or liabilities of any transferor company;\n(b)  the allotting or appropriation by the transferee company of any shares,\ndebentures, policies, or other like interests in that company which under\nthe compromise or arrangement are to be allotted or appropriated by that\ncompany to or for any person;\n(c)  the continuation by or against the transferee company of any legal\nproceedings pending by or against any transferor company;\n(d)  the dissolution, without winding up, of any transferor company;\n(e)  the provisions to be made for any person who within such time and in such\nmanner as the Court directs dissents from the compromise or arrangement;\nand\n(f)  such incidental, consequential and supplemental matters as are necessary\nto secure that the reconstruction or amalgamation is fully and effectively\ncarried out.\n(2)  Where an order under this section provides for the transfer of property or\nliabilities, that property shall, by virtue of the order, be transferred to and vest\nin, and those liabilities shall, by virtue of the order, be transferred to and become\nthe liabilities of, the transferee company, and any such property shall, if the\norder so directs, be freed from any charge which is, by virtue of the compromise\nor arrangement, to cease to have effect.\n(3)  Where an order is made under this section, every company in relation to which\nthe order is made shall cause a copy thereof to be delivered to the Registrar for\nregistration within seven days after the making of the order, and if default is\nmade in complying with this subsection, the company and every officer of the\ncompany who is in default shall be liable to a default fine.\n(4)  In this section \u2014\n\n\u201cproperty\u201d includes property, rights and powers of every description;\n\nCompanies Act (2026 Revision)\nSection 92\n\nc\nRevised as at 1st January, 2026\nPage 83\n\n\u201cliabilities\u201d includes duties; and\n\n\u201ctransferee company\u201d means any company or body corporate established in\nthe Islands or in any other jurisdiction.\nWinding up by the Court\n92.\nCircumstances in which a company may be wound up by the Court\n92. A company may be wound up by the Court if \u2014\n(a)\nthe company has passed a special resolution requiring the company to be\nwound up by the Court;\n(b) the company does not commence its business within a year from its\nincorporation, or suspends its business for a whole year;\n(c)\nthe period, if any, fixed for the duration of the company by the articles of\nassociation expires, or whenever the event, if any, occurs, upon the\noccurrence of which it is provided by the articles of association that the\ncompany is to be wound up;\n(d) the company is unable to pay its debts; or\n(e)\nthe Court is of opinion that it is just and equitable that the company should\nbe wound up.\n93.\nDefinition of inability to pay debts\n93. A company shall be deemed to be unable to pay its debts if \u2014\n(a)\na creditor by assignment or otherwise to whom the company is indebted at\nlaw or in equity in a sum exceeding one hundred dollars then due, has\nserved on the company by leaving at its registered office a demand under\nthat person\u2019s hand requiring the company to pay the sum so due, and the\ncompany has for the space of three weeks succeeding the service of such\ndemand, neglected to pay such sum, or to secure or compound for the same\nto the satisfaction of the creditor;\n(b) execution of other process issued on a judgment, decree or order obtained\nin the Court in favour of any creditor at law or in equity in any proceedings\ninstituted by such creditor against the company, is returned unsatisfied in\nwhole or in part; or\n(c)\nit is proved to the satisfaction of the Court that the company is unable to\npay its debts.\n94.\nApplication for winding up\n94. (1) An application to the Court for the winding up of a company shall be by petition\npresented either by \u2014\n(a)\nthe company;\n\nSection 95\nCompanies Act (2026 Revision)\n\nPage 84\nRevised as at 1st January, 2026\nc\n\n(b) any creditor or creditors (including any contingent or prospective creditor\nor creditors);\n(c)\nany contributory or contributories; or\n(d) subject to subsection (4), the Authority pursuant to the regulatory laws.\n(2) Where expressly provided for in the articles of association of a company, the\ndirectors of a company incorporated before the 31st August, 2022, the\ncommencement date of the Companies (Amendment) Act, 2021 [Act 6 of 2021]\nhave the authority to \u2014\n(a)  present a winding up petition; or\n(b)  where a winding up petition has been presented, apply for the appointment\nof a provisional liquidator, on behalf of the company without the sanction\nof a resolution passed at a general meeting.\n(2A) Subject to subsection (2B), the directors of a company incorporated after the\n31st August, 2022, the commencement date of the Companies (Amendment) Act,\n2021 [Act 6 of 2021]  may present a winding up petition on behalf of the\ncompany on the grounds that the company is unable to pay its debts within the\nmeaning of section 93 or where a winding up petition has been presented, apply\non behalf of the company, for the appointment of a provisional liquidator.\n(2B) The articles of association of a company may expressly remove or modify the\ndirectors\u2019 authority to present a winding up petition or apply for the appointment\nof a provisional liquidator on the company\u2019s behalf.\n(3) A contributory is not entitled to present a winding up petition unless either \u2014\n(a)\nthe shares in respect of which that person is a contributory, or some of\nthem, are partly paid; or\n(b) the shares in respect of which that person is a contributory, or some of\nthem, either were \u2014\n(i)\noriginally allotted to that person, or have been held by that person,\nand registered in that person\u2019s name for a period of at least six months\nimmediately preceding the presentation of the winding up petition;\nor\n(ii) have devolved on that person through the death of a former holder.\n(4) A winding up petition may be presented by the Authority in respect of any\ncompany which is carrying on a regulated business in the Islands upon the\ngrounds that it is not duly licensed or registered to do so under the regulatory\nlaws or for any other reason as provided under the regulatory laws or any\nother law.\n95.\nPowers of the Court\n95. (1) Upon hearing the winding up petition the Court may \u2014\n\nCompanies Act (2026 Revision)\nSection 95\n\nc\nRevised as at 1st January, 2026\nPage 85\n\n(a)\ndismiss the petition;\n(b) adjourn the hearing conditionally or unconditionally;\n(c)\nmake a provisional order; or\n(d) any other order that it thinks fit,\nbut the Court shall not refuse to make a winding up order on the ground only\nthat the company\u2019s assets have been mortgaged or charged to an amount equal\nto or in excess of those assets or that the company has no assets.\n(2) The Court shall dismiss a winding up petition or adjourn the hearing of a\nwinding up petition on the ground that the petitioner is contractually bound not\nto present a petition against the company.\n(3) If the petition is presented by members of the company as contributories on the\nground that it is just and equitable that the company should be wound up, the\nCourt shall have jurisdiction to make the following orders, as an alternative to a\nwinding-up order, namely \u2014\n(a)\nan order regulating the conduct of the company\u2019s affairs in the future;\n(b) an order requiring the company to refrain from doing or continuing an act\ncomplained of by the petitioner or to do an act which the petitioner has\ncomplained it has omitted to do;\n(c)\nan order authorising civil proceedings to be brought in the name and on\nbehalf of the company by the petitioner on such terms as the Court may\ndirect; or\n(d) an order providing for the purchase of the shares of any members of the\ncompany by other members or by the company itself and, in the case of a\npurchase by the company itself, a reduction of the company\u2019s capital\naccordingly.\n(4) Where an alternative order under subsection (3) requires the company not to\nmake any, or any specified, alteration in the memorandum or articles of\nassociation, the company does not have power, without the leave of the Court,\nto make any such alteration in breach of that requirement.\n(5) Any alteration in a company\u2019s memorandum or articles of association made by\nvirtue of an alternative order under subsection (3) is of the same effect as if duly\nmade by resolution of the company, and the provisions of this Act shall apply\nto the memorandum or articles of association as so altered accordingly.\n(6) A copy of an alternative order made under subsection (3) altering, or giving\nleave to alter, a company\u2019s memorandum or articles of association shall be filed\nby the company with the Registrar within fourteen days of the making of the\norder.\n\nSection 96\nCompanies Act (2026 Revision)\n\nPage 86\nRevised as at 1st January, 2026\nc\n\n96.\nPower to stay or restrain proceedings\n96. At any time after the presentation of a winding up petition and before a winding up\norder has been made, the company or any creditor or contributory may \u2014\n(a)\nwhere any action or proceeding against the company, including a criminal\nproceeding, is pending in a summary court, the Court, the Court of Appeal\nor the Privy Council, apply to the court in which the action or proceeding\nis pending for a stay of proceedings therein; and\n(b) where any action or proceeding is pending against the company in a\nforeign court, apply to the Court for an injunction to restrain further\nproceedings therein,\nand the court to which application is made may, as the case may be, stay or restrain\nthe proceedings accordingly on such terms as it thinks fit.\n97.\nAvoidance of attachments and stay of proceedings\n97. (1) When a winding up order is made or a provisional liquidator is appointed, no\nsuit, action or other proceedings, other than criminal proceedings, shall be\nproceeded with or commenced against the company except with the leave of the\nCourt and subject to such terms as the Court may impose.\n(1A) Where a winding up order is made or a provisional liquidator is appointed in\nrespect of a company, and there are criminal proceedings pending against the\ncompany in a summary court, the Court, the Court of Appeal or the Privy\nCouncil \u2014\n(a)  the company;\n(b)  a creditor of the company;\n(c)  a contributory of the company; or\n(d)  subject to section 94(4), the Authority, in respect of any company which\nis carrying on regulated business, may apply to the court in which the\nproceedings are pending for a stay of the proceedings and the court to\nwhich the application is made, may stay the proceedings on such terms as\nit thinks fit.\n(2) When a winding up order has been made, any attachment, distress or execution\nput in force against the estate or effects of the company after the commencement\nof the winding up is void.\n98.\nNotice of winding up order\n98. When a winding up order is made, the liquidator shall \u2014\n(a)\nfile a copy of the winding up order with the Registrar; and\n(b) publish notice of the winding up in the Gazette and any newspaper in\nwhich the winding up petition was advertised.\n\nCompanies Act (2026 Revision)\nSection 99\n\nc\nRevised as at 1st January, 2026\nPage 87\n\n99.\nAvoidance of property dispositions, etc.\n99. When a winding up order has been made, any disposition of the company\u2019s property\nand any transfer of shares or alteration in the status of the company\u2019s members made\nafter the commencement of the winding up is, unless the Court otherwise orders, void.\n100. Commencement of winding up by the Court\n100. (1) If, before the presentation of a petition for the winding up of a company by the\nCourt \u2014\n(a)  a resolution has been passed by the company for voluntary winding up;\n(b)  the period, if any, fixed for the duration of the company by the articles of\nassociation has expired;\n(c)  the event upon the occurrence of which it is provided by the articles of\nassociation that the company is to be wound up has occurred; or\n(d)  a restructuring officer has been appointed pursuant to section 91B or 91C\nand the order appointing the restructuring officer has not been discharged,\n\nthe winding up of the company is deemed to have commenced at the time of\npassing of the relevant resolution or the expiry of the relevant period or the\noccurrence of the relevant event or the date of the presentation of the petition to\nappoint a restructuring officer pursuant to section 91B.\n (2) In any other circumstance not specified in subsection (1), the winding up of a\ncompany by the Court is deemed to commence at the time of the presentation of\nthe petition for winding up.\n101. Company\u2019s statement of affairs\n101. (1) Where the Court has made a winding up order or appointed a provisional\nliquidator, the liquidator may require some or all of the persons mentioned in\nsubsection (3) to prepare and submit to that person a statement in the prescribed\nform as to the affairs of the company.\n(2) The statement shall be verified by an affidavit sworn by the persons required to\nsubmit it and shall show \u2014\n(a)\nparticulars of the company\u2019s assets and liabilities, including contingent\nand prospective liabilities;\n(b) the names and addresses of any persons having possession of the\ncompany\u2019s assets;\n(c)\nthe assets of the company held by those persons;\n(d) the names and addresses of the company\u2019s creditors;\n(e)\nthe securities held by those creditors;\n(f)\nthe dates when the securities were respectively given; and\n(g) such further or other information that the liquidator may require.\n\nSection 102\nCompanies Act (2026 Revision)\n\nPage 88\nRevised as at 1st January, 2026\nc\n\n(3) The persons referred to in subsection (1) are \u2014\n(a)\npersons who are or have been directors or officers of the company;\n(b) persons who are or have been professional service providers to the\ncompany; and\n(c)\npersons who are or have been employees of the company, during the period\nof one year immediately preceding the relevant date.\n(4) Where any persons are required under this section to submit a statement of\naffairs to the liquidator, they shall do so, subject to subsection (5), before the\nend of the period of twenty-one days beginning with the day after that on which\nthe prescribed notice of the requirement is given to them by the liquidator.\n(5) The liquidator may release a person from an obligation imposed on that person\nunder subsection (1) or, when giving the notice mentioned in subsection (4) or\nsubsequently, the liquidator may extend the time for compliance; and if the\nliquidator refuses to extend the time for compliance, the Court may do so.\n(6) In this section \u2014\n\u201crelevant date\u201d means \u2014\n(a)\nin a case where a provisional liquidator is appointed, the date of that\nperson\u2019s appointment; and\n(b) in any other case, the commencement of the winding up.\n(7) A person who, without reasonable excuse, fails to comply with any obligation\nimposed under this section commits an offence and is liable on conviction to a\nfine of ten thousand dollars.\n102. Investigation by liquidator\n102. (1) Where a winding up order is made by the Court, the liquidator shall be\nempowered to investigate \u2014\n(a)\nif the company has failed, the causes of the failure; and\n(b) generally, the promotion, business, dealings and affairs of the company,\nand to make such report, if any, to the Court as that person thinks fit.\n(2) Subject to obtaining the directions of the Court, the liquidator shall have power\nto \u2014\n(a)\nassist the Authority and the Royal Cayman Islands Police Service to\ninvestigate the conduct of persons referred to in section 101(3); and\n(b) institute and conduct a criminal prosecution of persons referred to in\nsection 101(3).\n(3) Subject to obtaining the prior approval of the company\u2019s creditors, if it is\ninsolvent, or its contributories, if it is solvent, the directions given under\n\nCompanies Act (2026 Revision)\nSection 103\n\nc\nRevised as at 1st January, 2026\nPage 89\n\nsubsection (2) may include a direction that the whole or part of the costs of\ninvestigation and prosecution be paid out of the assets of the company.\n103. Duty to co-operate and the private examination of relevant persons\n103. (1) This section applies to any person who, whether resident in the Islands or\nelsewhere \u2014\n(a)\nhas made or concurred with the statement of affairs;\n(b) is or has been a director or officer of the company;\n(c)\nis or was a professional service provider to the company;\n(d) has acted as a controller, advisor or liquidator of the company or receiver\nor manager of its property;\n(e)\nnot being a person falling within paragraphs (a) to (c), is or has been\nconcerned or has taken part in the promotion, or management of the\ncompany,\nand such person is referred to in this section as the \u201crelevant person\u201d.\n(2) It is the duty of every relevant person to co-operate with the official liquidator.\n(3) While a company is being wound up, the official liquidator may at any time\nbefore its dissolution apply to the Court for an order \u2014\n(a)\nfor the examination of any relevant person; or\n(b) that a relevant person transfer or deliver up to the liquidator any property\nor documents belonging to the company.\n(4) Unless the Court otherwise orders, the official liquidator shall make an\napplication under subsection (3) if that person is requested in accordance with\nthe rules to do so by one-half, in value, of the company\u2019s creditors or\ncontributories.\n(5) On an application made under subsection (3)(a), the Court may order that a\nrelevant person \u2014\n(a)\nswear an affidavit in answer to written interrogatories;\n(b) attend for oral examination by the official liquidator at a specified time and\nplace, or\n(c)\ndo both things specified in paragraphs (a) and (b).\n(6) The Court may direct that any creditor or contributory of the company be\npermitted by the official liquidator to participate in an oral examination.\n(7) The Court shall have jurisdiction \u2014\n(a)\nto make an order under this section against a relevant person resident\noutside the Islands; and\n\nSection 104\nCompanies Act (2026 Revision)\n\nPage 90\nRevised as at 1st January, 2026\nc\n\n(b) to issue a letter of request for the purpose of seeking the assistance of a\nforeign court in obtaining the evidence of a relevant person resident\noutside the jurisdiction.\nOfficial Liquidators\n104. Appointment and powers of provisional liquidator\n104. (1) Subject to this section and any rules made under section 155, the Court may, at\nany time after the presentation of a winding up petition but before the making\nof a winding up order, appoint a liquidator provisionally.\n(2) An application for the appointment of a provisional liquidator may be made\nunder subsection (1) by a creditor or contributory of the company or, subject to\nsubsection (6), the Authority, on the grounds that \u2014\n(a)\nthere is a prima facie case for making a winding up order; and\n(b) the appointment of a provisional liquidator is necessary in order to \u2014\n(i)\nprevent the dissipation or misuse of the company\u2019s assets;\n(ii) prevent the oppression of minority shareholders; or\n(iii) prevent mismanagement or misconduct on the part of the company\u2019s\ndirectors.\n(3) An application for the appointment of a provisional liquidator may be made\nunder subsection (1) by the company and on such an application the Court may\nappoint a provisional liquidator if it considers it appropriate to do so.\n(4) A provisional liquidator shall carry out only such functions as the Court may\nconfer on that person and that person\u2019s powers may be limited by the order\nappointing that person.\n (5) The remuneration of the provisional liquidator shall be fixed by the Court from\ntime to time on that person\u2019s application and the Court shall in fixing such\nremuneration act in accordance with rules made under section 155.\n(6) An application for the appointment of a provisional liquidator may be presented\nby the Authority on the grounds under subsection (2), in respect of any company\nwhich is carrying on a regulated business in the Islands upon the grounds that it\nis not duly licensed or registered to do so under the regulatory laws or for any\nother reason as provided under the regulatory laws or any other law regardless\nof whether or not the Authority presented the winding up petition.\n\nCompanies Act (2026 Revision)\nSection 105\n\nc\nRevised as at 1st January, 2026\nPage 91\n\n105. Appointment of official liquidator\n105. (1) For the purpose of conducting the proceedings in winding up a company and\nassisting the Court therein, there may be appointed one or more than one person\nto be called an official liquidator or official liquidators; and the Court may\nappoint to such office such person as it thinks fit, and if more persons than one\nare appointed to such office, the Court shall declare whether any act hereby\nrequired or authorised to be done by the official liquidator is to be done by all\nor any or more of such persons.\n(2) The Court may also determine whether any and what security is to be given by\nan official liquidator on that person\u2019s appointment; and if no official liquidator\nis appointed, or during any vacancy in such office, all the property of the\ncompany shall be in the custody of the Court.\n(3) The liquidator shall, within twenty-eight days of the date upon which the\nwinding up order is made, summon \u2014\n(a)\na meeting of the company\u2019s creditors if the order was made on the grounds\nthat the company is insolvent; or\n(b) a meeting of the company\u2019s contributories if the order was made on\ngrounds other than insolvency,\nfor the purposes of resolving any other matters which the liquidator puts before\nthe meeting.\n(4) The Court may make an order dispensing with the need to summon a meeting\nunder this section or extending the time within which it shall be summoned.\n106. Appointment of joint liquidators\n106. When two or more persons are appointed to the office of liquidator, either\nprovisionally or as official liquidators, they shall be authorised to act jointly and\nseverally, unless their powers are expressly limited by order of the Court.\n107. Removal of official liquidators\n107. An official liquidator may be removed from office by order of the Court made on the\napplication of a creditor or contributory of the company.\n108. Qualifications of official liquidators\n108. (1) A foreign practitioner may be appointed to act jointly with a qualified\ninsolvency practitioner.\n(2) Official liquidators are officers of the Court.\n109. Remuneration of official liquidators and restructuring officers\n109. (1) The expenses properly incurred in the winding up, including the remuneration\nof the liquidator, are , subject to subsection (2), payable out of the company\u2019s\nassets in priority to all other claims.\n\nSection 110\nCompanies Act (2026 Revision)\n\nPage 92\nRevised as at 1st January, 2026\nc\n\n(2) Where a company is wound up, the expenses properly incurred in any petition\nfor a restructuring officer and during the term of appointment of the\nrestructuring officer appointed \u2014\n(a)  under section 91B(3)(a); or\n(b)  on an interim basis under section 91C(3), including the remuneration of\nthe restructuring officer, are payable out of the company\u2019s assets in priority\nto all other claims.\n(3)  There shall be paid to a restructuring officer, including a restructuring officer\nappointed on an interim basis, and the official liquidator, such remuneration, by\nway of percentage or otherwise, that the Court may direct acting in accordance\nwith rules made under section 155.\n(4)  If more than one restructuring officer, including a restructuring officer\nappointed on an interim basis, is appointed by the Court under section 91B or\n91C, the remuneration paid under subsection (3) shall be distributed among the\nrestructuring officers in such proportions as the Court may direct.\n(5)  If more than one official liquidator is appointed by the Court when a company\nis wound up, the remuneration paid under subsection (3) shall be distributed\namong the official liquidators in such proportions as the Court may direct.\n110. Function and powers of official liquidators\n110. (1) It is the function of an official liquidator \u2014\n(a)\nto collect, realise and distribute the assets of the company to its creditors\nand, if there is a surplus, to the persons entitled to it; and\n(b) to report to the company\u2019s creditors and contributories upon the affairs of\nthe company and the manner in which it has been wound up.\n(2) The official liquidator may \u2014\n(a)\nwith the sanction of the Court, exercise any of the powers specified in Part\n1 of Schedule 3; and\n(b) with or without that sanction, exercise any of the general powers specified\nin Part 2 of Schedule 3.\n(3) The exercise by the liquidator of the powers conferred by this section is subject\nto the control of the Court, and subject to subsection (5), any creditor or\ncontributory may apply to the Court with respect to the exercise or proposed\nexercise of such powers (hereinafter referred to as a \u201csanction application\u201d).\n(4) In the case of \u2014\n(a)\na solvent company, a sanction application may only be made by a\ncontributory and the creditors shall have no right to be heard;\n(b) an insolvent company, a sanction application may only be made by a\ncreditor and the contributories shall have no right to be heard; and\n\nCompanies Act (2026 Revision)\nSection 111\n\nc\nRevised as at 1st January, 2026\nPage 93\n\n(c)\na company whose solvency is doubtful, a sanction application may be\nmade by both contributories and creditors and both contributories and\ncreditors shall have a right to be heard.\n(5) For the purposes of exercising the powers specified under paragraph 3 of Part 1\nof Schedule 3, a person shall be treated as related to a company if the person \u2014\n(a)  has acted for the company as a professional service provider;\n(b)  is or was a shareholder or director of the company or of any other company\nin the same group as the company;\n(c)  has a direct or indirect beneficial interest in the shares of the company; or\n(d)  is a creditor or debtor of the company.\n.\nGeneral Powers of the Court\n111. Power to stay winding up\n111. (1) The Court may at any time after an order for winding up, on the application\neither of the liquidator or any creditor or contributory, and on proof to the\nsatisfaction of the Court that all proceedings in the winding up ought to be\nstayed, make an order staying the proceedings either all together or for a limited\ntime, on such terms and conditions as the Court thinks fit.\n(2) The Court may at any time after the liquidation has commenced under\nsection 116(c), but before the final meeting has been held as provided for in\nsection 127, on the application of the liquidator accompanied by \u2014\n(a)\na special resolution stating that the company will not be wound up and\nsetting out the reasons for such decision;\n(b) proof of a recall notice published in the Gazette; and\n(c)\nsuch other documents as the Court may consider necessary,\nmake an order to recall the liquidation, place the company into active status and\nplace the company back into good standing as it was prior to the commencement\nof liquidation under section 116(c), on such terms and conditions as the Court\nthinks fit.\n(3) A company shall, within seven days of the making of an order under this section,\nforward a copy of the order to the Registrar who shall enter it in the records\nrelating to the company.\n112. Settlement of list of contributories\n112. (1) The liquidator shall settle a list of contributories, if any, for which purpose that\nperson shall have power to adjust the rights of contributories amongst\nthemselves.\n\nSection 113\nCompanies Act (2026 Revision)\n\nPage 94\nRevised as at 1st January, 2026\nc\n\n(2) In the case of a solvent liquidation of a company which has issued redeemable\nshares at prices based upon its net asset value from time to time, the liquidator\nshall have power to settle and, if necessary rectify the company\u2019s register of\nmembers, thereby adjusting the rights of members amongst themselves.\n(3) A contributory who is dissatisfied with the liquidator\u2019s determination may\nappeal to the Court against such determination.\n113. Power to make calls\n113. (1) The Court may, at any time after making a winding up order, and either before\nor after it has ascertained the sufficiency of the company\u2019s assets, make calls on\nall or any of the contributories for the time being settled on the list of the\ncontributories \u2014\n(a)\nto the extent of their liability, for the payment of any money which the\nCourt considers necessary to satisfy the company\u2019s debts and liabilities\nand the expenses of winding up; and\n(b) to the adjustment of the rights of the contributories among themselves,\nand make an order for payment of any call so made.\n(2) In making a call the Court may take into consideration the probability that some\nof the contributories may partly or wholly fail to pay it.\n114. Inspection of documents by creditors, etc.\n114. (1) At any time after making a winding up order the Court may make such orders\nas it thinks fit for \u2014\n(a)\nthe inspection of the company\u2019s documents by creditors and\ncontributories; and\n(b) the preparation of reports by the official liquidator and the provision of\nsuch reports to the company\u2019s creditors and contributories.\n(2) A contributory shall be entitled to make an application under this section\nnotwithstanding that the company is or may be insolvent and the Court shall not\nrefuse to make an order upon the application of a contributory merely by reason\nof the fact that the company is or may be insolvent.\n115. Meetings to ascertain wishes of creditors or contributories\n115. (1) The Court shall, as to all matters relating to the winding up, have regard to\nwishes of the creditors or contributories and for that purpose it may direct\nreports to be prepared by the official liquidator and meetings of creditors or\ncontributories to be summoned.\n(2) If it considers it necessary to do so, the Court may direct that separate meetings\nbe held of different classes of creditors or contributories.\n\nCompanies Act (2026 Revision)\nSection 116\n\nc\nRevised as at 1st January, 2026\nPage 95\n\n(3) Subject to Rules made under section 155, meetings may be requisitioned by\ncreditors, if the company is insolvent, or by contributories if the company is\nsolvent.\n(4) The votes of creditors and contributories shall be counted by reference to \u2014\n(a)\nthe value of their debts, in the case of creditors;\n(b) the number of votes, in the case of contributories whose shares carry voting\nrights under the articles of association of the company; and\n(c)\nthe par value of all the shares held, in the case of contributories whose\nshares do not carry votes under the articles of association of the company\nand, where there are no par value shares, the net asset value of the company\nshown.\nVoluntary Winding up\n116. Circumstances in which a company may be wound up voluntarily\n116. A company incorporated and registered under this Act or an existing company may\nbe wound up voluntarily \u2014\n(a)\nwhen the period, if any, fixed for the duration of the company by its\nmemorandum or articles of association expires;\n(b) if the event, if any, occurs, on the occurrence of which the memorandum\nor articles of association provide that the company is to be wound up;\n(c)\nif the company resolves by special resolution that it be wound up\nvoluntarily; or\n(d) if the company in general meeting resolves by ordinary resolution that it\nbe wound up voluntarily because it is unable to pay its debts.\n117. Commencement of winding up\n117. (1) A voluntary winding up is deemed to commence \u2014\n(a)\nat the time of the passing of the resolution for winding up; or\n(b) on the expiry of the period or the occurrence of the event specified in the\ncompany\u2019s memorandum or articles of association,\nnotwithstanding that a supervision order is subsequently made by the Court.\n(2) Subject to any contrary provision in its memorandum or articles of association,\nthe voluntary winding up of an exempted limited duration company is taken to\nhave commenced upon the expiry of a period of ninety days starting on \u2014\n(a)\nthe death, insanity, bankruptcy, dissolution, withdrawal, retirement or\nresignation of a member of the company;\n\nSection 118\nCompanies Act (2026 Revision)\n\nPage 96\nRevised as at 1st January, 2026\nc\n\n(b) the redemption, repurchase or cancellation of all the shares of a member\nof the company; or\n(c)\nthe occurrence of any event which, under the memorandum or articles of\nassociation of the company, terminates the membership of a member of\nthe company,\nunless there remain at least two members of the company and the company is\ncontinued in existence by the unanimous resolution of the remaining members\npursuant to amended memorandum and articles of association adopted during\nthat period of ninety days.\n118. Effect on business and status of the company\n118. (1) In the case of a voluntary winding up, the company shall from the\ncommencement of its winding up cease to carry on its business except so far as\nit may be beneficial for its winding up.\n(2) Notwithstanding anything to the contrary contained in the company\u2019s articles of\nassociation, its corporate state and powers shall continue until the company is\ndissolved.\n119. Appointment of voluntary liquidator\n119. (1) One or more liquidators shall be appointed for the purpose of winding up the\ncompany\u2019s affairs and distributing its assets.\n(2) When the winding up has commenced in accordance with the company\u2019s\nmemorandum or articles of association upon the termination of a fixed period\nor the occurrence of an event \u2014\n(a)\nthe persons designated as liquidators in the memorandum or articles of\nassociation shall become such liquidators automatically from the\ncommencement of the winding up; or\n(b) if no such person is designated in the memorandum or articles of\nassociation or the person designated is unable or unwilling to act, the\ndirectors shall convene a general meeting of the company for the purpose\nof appointing a liquidator.\n(3) Except in the case of a person designated as liquidator in the company\u2019s\nmemorandum or articles of association, the appointment of a voluntary\nliquidator shall take effect upon the filing of that person\u2019s consent to act with\nthe Registrar.\n(4) If a vacancy occurs by death, resignation or otherwise in the office of voluntary\nliquidator appointed by the company \u2014\n(a)\nthe company in a general meeting may fill the vacancy; or\n(b) the Court may fill the vacancy on the application of any contributory or\ncreditor.\n\nCompanies Act (2026 Revision)\nSection 120\n\nc\nRevised as at 1st January, 2026\nPage 97\n\n(5) On the appointment of a voluntary liquidator all the powers of the directors\ncease, except so far as the company in a general meeting or the liquidator\nsanctions their continuance.\n(6) When two or more persons are appointed as voluntary liquidators jointly, they\nshall be authorised to act jointly and severally unless their powers are expressly\nlimited by the resolution or articles of association under which they are\nappointed.\n120. Qualifications of voluntary liquidators\n120. Any person, including a director or officer of the company, may be appointed as its\nvoluntary liquidator.\n121. Removal of voluntary liquidators\n121. (1) A voluntary liquidator may be removed from office by a resolution of the\ncompany in a general meeting convened especially for that purpose.\n(2) A general meeting of the company for the purpose of considering a resolution\nto remove its voluntary liquidator may be convened by any shareholder or\nshareholders holding not less than one fifth of the company\u2019s issued share\ncapital.\n(3) Whether or not a general meeting has been convened in accordance with\nsubsection (2), any contributory may apply to the Court for an order that a\nvoluntary liquidator be removed from office on the grounds that that person is\nnot a fit and proper person to hold office.\n122. Resignation of voluntary liquidator\n122. (1) Where two or more persons are appointed as joint voluntary liquidators, they\nmay resign by filing a notice of resignation with the Registrar, so long as at least\none of them continues in office.\n(2) Except as provided in subsection (1), a voluntary liquidator wishing to resign\nshall \u2014\n(a)\nprepare a report and accounts; and\n(b) convene a general meeting of the company for the purpose of accepting\nthat person\u2019s resignation and releasing that person from the performance\nof any further duties, and shall cease to hold office with effect from the\ndate upon which the resolution is passed.\n(3) In the event that the company fails to pass a resolution accepting that person\u2019s\nresignation, the voluntary liquidator may apply to the Court for an order that\nthat person be released from the performance of any further duties.\n\nSection 123\nCompanies Act (2026 Revision)\n\nPage 98\nRevised as at 1st January, 2026\nc\n\n123. Notice of voluntary winding up\n123. (1) Within twenty-eight days of the commencement of a voluntary winding up, the\nliquidator or, in the absence of any liquidator, the directors shall \u2014\n(a)\nfile notice of the winding up with the Registrar;\n(b) file the liquidator\u2019s consent to act with the Registrar;\n(c)\nfile the director\u2019s declaration of solvency with the Registrar (if the\nsupervision of the court is not sought);\n(d) in the case of a company carrying on a regulated business, serve notice of\nthe winding up upon the Authority; and\n(e)\npublish notice of the winding up in the Gazette.\n(2) A director or liquidator who fails to comply with this section commits an offence\nand is liable to a fine of ten thousand dollars.\n124. Application for supervision order\n124. (1) Where a company is being wound up voluntarily its liquidator shall apply to the\nCourt for an order that the liquidation continue under the supervision of the\nCourt unless, within twenty-eight days of the commencement of the liquidation,\nthe directors have signed a declaration of solvency in the prescribed form in\naccordance with subsection (2).\n(2) A declaration of solvency means a declaration or affidavit in the prescribed form\nto the effect that a full enquiry into the company\u2019s affairs has been made and\nthat to the best of the directors\u2019 knowledge and belief the company will be able\nto pay its debts in full together with interest at the prescribed rate, within such\nperiod, not exceeding twelve months from the commencement of the winding\nup, as may be specified in the declaration.\n(3) A person who knowingly makes a declaration under this section without having\nreasonable grounds for the opinion that the company will be able to pay its debts\nin full, together with interest at the prescribed rate, within the period specified\ncommits an offence and is liable on summary conviction to a fine of ten\nthousand dollars and to imprisonment for two years.\n125. Avoidance of share transfers\n125. Any transfer of shares, not being a transfer with the sanction of the liquidator, and\nany alteration in the status of the company\u2019s members made after the commencement\nof a voluntary winding up is void.\n\nCompanies Act (2026 Revision)\nSection 126\n\nc\nRevised as at 1st January, 2026\nPage 99\n\n126. General meeting at year\u2019s end\n126. (1) In the event of a voluntary winding up continuing for more than one year, the\nliquidators shall summon a general meeting of the company at the end of the\nfirst year from the commencement of the winding up and at the end of each\nsucceeding year and such meetings shall be held within three months of each\nanniversary of the commencement of the liquidation.\n(2) At each meeting the liquidator shall lay before the meeting a report and account\nof that person\u2019s acts and dealings and the conduct of the winding up during the\npreceding year.\n(3) A liquidator who fails to comply with this section commits an offence and is\nliable on conviction to a fine of ten thousand dollars.\n127. Final meeting prior to dissolution\n127. (1) As soon as the company\u2019s affairs are fully wound up, the liquidator shall make\na report and an account of the winding up showing how it has been conducted\nand how the company\u2019s property has been disposed of and thereupon shall call\na general meeting of the company for the purpose of laying before it the account\nand giving an explanation for it.\n(2) At least twenty-one days before the meeting the liquidator shall send a notice\nspecifying the time, place and object of the meeting to each contributory in any\nmanner authorised by the company\u2019s articles of association and published in the\nGazette.\n(3) The liquidator shall, no later than seven days after the meeting, make a return to\nthe Registrar in the prescribed form specifying \u2014\n(a)\nthe date upon which the meeting was held; and\n(b) if a quorum was present, particulars of the resolutions, if any, passed at the\nmeeting.\n(4) A liquidator who fails to call a general meeting of the company as required by\nsubsection (1) or fails to make a return as required by subsection (3) commits\nan offence and is liable on conviction to a fine of ten thousand dollars.\n128. Effect of winding up on share capital of company limited by guarantee\n128. Where a company limited by guarantee and having a capital divided into shares is\nbeing wound up voluntarily, any share capital that may not have been called upon\nshall be deemed to be an asset of the company, and to be a specialty debt due from\neach member to the company to the extent of any sums that may be unpaid on any\nshares held by that person, and payable at such time as may be appointed by the\nliquidator.\n\nSection 129\nCompanies Act (2026 Revision)\n\nPage 100\nRevised as at 1st January, 2026\nc\n\n129. Reference of questions to Court\n129. (1) The voluntary liquidator or any contributory may apply to the Court to\ndetermine any question arising in the voluntary winding up of a company or to\nexercise, as respects the enforcing of calls or any other matter, all or any of the\npowers which the Court might exercise if the company were being wound up\nunder the supervision of the Court.\n(2) The Court, if satisfied that the determination of the question or the required\nexercise of power will be just and beneficial, may accede wholly or partly to the\napplication on such terms and conditions as it thinks fit, or make such other\norder on the application as it thinks just.\n(3) The voluntary liquidator shall, within seven days of the making of an order\nunder this section, forward a copy of the order to the Registrar who shall enter\nit in that person\u2019s records relating to the company.\n130. Expenses of voluntary winding up\n130. (1) The expenses properly incurred in the winding up, including the remuneration\nof the liquidator, are payable out of the company\u2019s assets in priority to all other\nclaims.\n(2) The rate and amount of the liquidator\u2019s remuneration shall be fixed and payment\nauthorised by resolution of the company.\n(3) Each report and account laid before the company in general meetings by its\nliquidator shall contain all such information, including the rate at which the\nliquidator\u2019s remuneration is calculated and particulars of the work done, as may\nbe necessary to enable the members to determine what expenses have been\nproperly incurred and what remuneration is properly payable to the liquidator.\n(4) If the company fails to approve the liquidator\u2019s remuneration and expenses or\nthe liquidator is dissatisfied with the decision of the company, that person may\napply to the Court which shall fix the rate and amount of that person\u2019s\nremuneration and expenses.\nWinding up subject to the supervision of the Court\n131. Application for supervision order\n131. When a resolution has been passed by a company to wind up voluntarily, the\nliquidator or any contributory or creditor may apply to the Court for an order for the\ncontinuation of the winding up under the supervision of the Court, notwithstanding\nthat the declaration of solvency has been made in accordance with section 124, on the\ngrounds that \u2014\n(a)\nthe company is or is likely to become insolvent; or\n\nCompanies Act (2026 Revision)\nSection 132\n\nc\nRevised as at 1st January, 2026\nPage 101\n\n(b) the supervision of the Court will facilitate a more effective, economic or\nexpeditious liquidation of the company in the interests of the contributories\nand creditors.\n132. Appointment of official liquidator\n132. (1) When making a supervision order the Court \u2014\n(a)\nshall appoint one or more qualified insolvency practitioners; and\n(b) may, in addition, appoint one or more foreign practitioners,\nas liquidator or liquidators of the company and section 105 shall apply as if the\nCourt had made a winding up order.\n(2) Unless a voluntary liquidator is appointed as an official liquidator, that person\nshall prepare a final report and accounts within twenty-eight days from the date\nof the supervision order.\n133. Effect of supervision order\n133. A supervision order shall take effect for all purposes as if it was an order that the\ncompany be wound up by the Court except that \u2014\n(a)\nthe liquidation commenced in accordance with section 117; and\n(b) the prior actions of the voluntary liquidator shall be valid and binding upon\nthe company and its official liquidator.\nOffences of fraud, etc.\n134. Fraud, etc. in anticipation of winding up\n134. (1) Where a company is ordered to be wound up by the Court, or passes a resolution\nfor voluntary winding up, any person, who is or was an officer, professional\nservice provider, voluntary liquidator, restructuring officer or controller of the\ncompany and who, within the twelve months immediately preceding the\ncommencement of the winding up, has \u2014\n(a)\nconcealed any part of the company\u2019s property to the value of ten thousand\ndollars or more or concealed any debt due to or from the company;\n(b) removed any part of the company\u2019s property to the value of ten thousand\ndollars or more;\n(c)\nconcealed, destroyed, mutilated or falsified any documents affecting or\nrelating to the company\u2019s property or affairs;\n(d) made any false entry in any documents affecting or relating to the\ncompany\u2019s property or affairs;\n(e)\nparted with, altered or made any omission in any document affecting or\nrelating to the company\u2019s property or affairs; or\n\nSection 135\nCompanies Act (2026 Revision)\n\nPage 102\nRevised as at 1st January, 2026\nc\n\n(f)\npawned, pledged or disposed of any property of the company which has\nbeen obtained on credit and has not been paid for (unless the pawning,\npledging or disposal was in the ordinary way of the company\u2019s business),\nwith intent to defraud the company\u2019s creditors or contributories commits an\noffence and is liable on conviction to a fine and to imprisonment for five years.\n(2) In this section \u2014\n\u201cofficer\u201d includes a shadow director.\n135. Transactions in fraud of creditors\n135. Where a company is ordered to be wound up by the Court or passes a resolution for\nvoluntary winding up, any officer, restructuring officer, controller or professional\nservice provider of the company who \u2014\n(a)\nhas made or caused to be made any gift or transfer of, or charge on, or has\ncaused or connived at the levying of any execution against, the company\u2019s\nproperty; or\n(b) has concealed or removed any part of the company\u2019s property,\nwith intent to defraud the company\u2019s creditors or contributories commits an\noffence and is liable on conviction to a fine and to imprisonment for five years.\n136. Misconduct in course of winding up\n136. (1) Where a company is being wound up, whether by the Court or voluntarily, a\nperson who is or was a director, officer, restructuring officer, controller or\nprofessional service provider of the company and who \u2014\n(a)\ndoes not to the best of that person\u2019s knowledge and belief fully and truly\ndiscover to the liquidator \u2014\n(i)\nall the company\u2019s property (except such part as has been disposed of\nin the ordinary way of the company\u2019s business);\n(ii) the date on which and manner in which the company\u2019s property or\nany part thereof property was disposed of, if it was disposed of;\n(iii) the persons to whom any property was transferred, if it was disposed\nof; or\n(iv) the consideration paid for any property which was disposed of;\n(b) does not deliver up to the liquidator or does not deliver up in accordance\nwith the directions of the liquidator any of the company\u2019s property which\nis in that person\u2019s custody or under that person\u2019s control, and which that\nperson is required by law to deliver up;\n(c)\ndoes not deliver up to the liquidator or does not deliver up, in accordance\nwith the directions of the liquidator, all documents in that person\u2019s custody\n\nCompanies Act (2026 Revision)\nSection 137\n\nc\nRevised as at 1st January, 2026\nPage 103\n\nor under that person\u2019s control which belong to the company and which that\nperson is required by law to deliver up;\n(d) knows or believes that a false debt has been proved by any person in the\nwinding up and fails to inform the liquidator of such knowledge or belief\nas soon as practicable;\n(e)\nprevents the production of any document affecting or relating to the\ncompany\u2019s property or affairs; or\n(f)\ndestroys, mutilates, alters or falsifies any books, papers or securities, or\nmakes or is privy to the making of any false or fraudulent entry in any\nregister, book of account or document belonging to the company,\nwith intent to defraud the company\u2019s creditors or contributories commits an\noffence and is liable on conviction to a fine of twenty five thousand dollars or\nto imprisonment for a term of five years, or to both.\n(2) In this section \u2014\n\u201cofficer\u201d includes a shadow director.\n137. Material omissions from statement relating to company\u2019s affairs\n137. (1) Where a company is being wound up, whether by the Court or voluntarily, a\nperson who is or was a director, an officer, a manager, restructuring officer,\ncontroller or a professional service provider of the company, commits an\noffence if that person makes any material omission in any statement relating to\nthe company\u2019s affairs, with intent to defraud the company\u2019s creditors or\ncontributories.\n(2) A person who commits an offence under subsection (1) is liable on conviction\nto a fine of twenty-five thousand dollars or to imprisonment for a term of five\nyears, or to both.\n(3) In this section \u2014\n\u201cofficer\u201d includes a shadow director.\nGeneral provisions\n138. Getting in the company\u2019s property\n138. (1) Where any person has in that person\u2019s possession any property or documents to\nwhich the company appears to be entitled, the Court may require that person to\npay, transfer or deliver such property or documents to the official liquidator.\n(2) Where the official liquidator seizes or disposes of any property which that\nperson reasonably believed belonged to the company, that person shall not be\npersonally liable for any loss or damage caused to its true owner except in so far\nas such loss or damage is caused by that person\u2019s own negligence.\n\nSection 139\nCompanies Act (2026 Revision)\n\nPage 104\nRevised as at 1st January, 2026\nc\n\n139. Provable debts\n139. (1) All debts payable on a contingency and all claims against the company whether\npresent or future, certain or contingent, ascertained or sounding only in\ndamages, shall be admissible to proof against the company and the official\nliquidator shall make a just estimate so far as is possible of the value of all such\ndebts or claims as may be subject to any contingency or sound only in damages\nor which for some other reason do not bear a certain value.\n(2) Foreign taxes, fines and penalties shall be admissible to proof against the\ncompany only if and to the extent that a judgment in respect of the same would\nbe enforceable against the company pursuant to the Foreign Judgments\nReciprocal Enforcement Act (1996 Revision) or any laws permitting the\nenforcement of foreign taxes, fines and penalties.\n140. Distribution of the company\u2019s property\n140. (1) Subject to subsection (2), the property of the company shall be applied in\nsatisfaction of its liabilities pari passu and subject thereto shall be distributed\namongst the members according to their rights and interests in the company.\n(2) The collection in and application of the property of the company referred to in\nsubsection (1) is without prejudice to and after taking into account and giving\neffect to the rights of preferred and secured creditors and to any agreement\nbetween the company and any creditors that the claims of such creditors shall\nbe subordinated or otherwise deferred to the claims of any other creditors and\nto any contractual rights of set-off or netting of claims between the company\nand any person or persons (including without limitation any bilateral or any\nmulti-lateral set-off or netting arrangements between the company and any\nperson or persons) and subject to any agreement between the company and any\nperson or persons to waive or limit the same.\n(3) In the absence of any contractual right of set-off or non set-off, an account shall\nbe taken of what is due from each party to the other in respect of their mutual\ndealings, and the sums due from one party shall be set-off against the sums due\nfrom the other.\n(4) Sums due from the company to another party shall not be included in the account\ntaken under subsection (3) if that other party had notice at the time they became\ndue that a petition for the winding up of the company was pending.\n(5) Only the balance, if any, of the account taken under subsection (3) shall be\nprovable in the liquidation or, as the case may be, payable to the liquidator as\npart of the assets.\n141. Preferential debts\n141. (1) In the case of an insolvent company, the debts described in Schedule 2 shall be\npaid in priority to all other debts.\n\nCompanies Act (2026 Revision)\nSection 142\n\nc\nRevised as at 1st January, 2026\nPage 105\n\n(2) The preferential debts shall \u2014\n(a)\nrank equally amongst themselves and be paid in full unless the assets\navailable, after having exercised any rights of set-off or netting of claims,\nare insufficient to meet them in which case they shall abate in equal\nproportions; and\n(b) so far as the assets of the company available for payment of general\ncreditors are insufficient to meet them, have priority over the claims of\nholders of debentures secured by, or holders of any floating charge created\nby the company, and be paid accordingly out of any property comprised in\nor subject to that charge.\n142. Secured creditors\n142. (1) Notwithstanding that a winding up order has been made, a creditor who has\nsecurity over the whole or part of the assets of a company is entitled to enforce\nthat person\u2019s security without the leave of the Court and without reference to\nthe liquidator.\n(2) Where the liquidator sells assets on behalf of a secured creditor, that person is\nentitled to deduct from the proceeds of sale a sum by way of remuneration\nequivalent to that which is or would be payable under section 109.\n143. Preferential charge on goods distrained\n143. In the event of a landlord or other person entitled to receive rent distraining or having\ndistrained on any goods or effects of the company within three months preceding the\ndate of the winding up order, the debts to which priority is given by section 141 shall\nbe a first charge on the goods or effects so distrained on or the proceeds of sale\nthereof.\n144. Effect of execution or attachment\n144. (1) Where a creditor has issued execution against the goods or land of a company\nor has attached any debt due to it, and the company is subsequently wound up,\nthat person is not entitled to retain the benefit of the execution or attachment\nagainst the liquidator unless that person has completed the execution or\nattachment before the commencement of the winding up.\n(2) Notwithstanding subsection (1) \u2014\n(a)\nwhere a creditor has had notice of a meeting having been called at which\na resolution for voluntary winding up is to be proposed, the date on which\nthat person had notice is substituted for the purpose of subsection (1) for\nthe date of commencement of the winding up;\n(b) a person who purchases in good faith under a sale by the bailiff any goods\nof a company on which execution has been levied in all cases acquires a\ngood title to them against the liquidator; and\n\nSection 145\nCompanies Act (2026 Revision)\n\nPage 106\nRevised as at 1st January, 2026\nc\n\n(c)\nthe rights conferred by subsection (1) on the liquidator may be set aside by\nthe Court in favour of the creditor to such extent and subject to such terms\nas the Court thinks fit.\n(3) For the purposes of this Act \u2014\n(a)\nan execution against goods is completed by seizure and sale;\n(b) an execution against securities is completed upon making a charging order\nabsolute;\n(c)\nan attachment of a debt is completed by receipt of the debt; and\n(d) an execution against land is completed by the registration of a charging\norder.\n145. Voidable preference\n145. (1) Every conveyance or transfer of property, or charge thereon, and every payment\nobligation and judicial proceeding, made, incurred, taken or suffered by any\ncompany in favour of any creditor at a time when the company is unable to pay\nits debts within the meaning of section 93 with a view to giving such creditor a\npreference over the other creditors shall be voidable upon the application of the\ncompany\u2019s liquidator if made, incurred, taken or suffered within six months\nimmediately preceding the commencement of a liquidation.\n(2) A payment made as aforesaid to a related party of the company shall be deemed\nto have been made with a view to giving such creditor a preference.\n(3) For the purposes of this section a creditor shall be treated as a \u201crelated party\u201d if\nit has the ability to control the company or exercise significant influence over\nthe company in making financial and operating decisions.\n146. Avoidance of dispositions made at an undervalue\n146. (1) In this section and section 147 \u2014\n(a)\n\u201cdisposition\u201d has the meaning ascribed in Part VI of the Trusts Act (2021\nRevision);\n(b) \u201cintent to defraud\u201d means an intention to wilfully defeat an obligation\nowed to a creditor;\n(c)\n\u201cobligation\u201d means an obligation or liability (which includes a contingent\nliability) which existed on or prior to the date of the relevant disposition;\n(d) \u201ctransferee\u201d means the person to whom a relevant disposition is made and\nshall include any successor in title; and\n(e)\n\u201cundervalue\u201d in relation to a disposition of a company\u2019s property\nmeans \u2014\n(i)\nthe provision of no consideration for the disposition; or\n\nCompanies Act (2026 Revision)\nSection 147\n\nc\nRevised as at 1st January, 2026\nPage 107\n\n(ii) a consideration for the disposition the value of which in money or\nmonies worth is significantly less than the value of the property\nwhich is the subject of the disposition.\n(2) Every disposition of property made at an undervalue by or on behalf of a\ncompany with intent to defraud its creditors shall be voidable at the instance of\nits official liquidator.\n(3) The burden of establishing an intent to defraud for the purposes of this section\nshall be upon the official liquidator.\n(4) No action or proceedings shall be commenced by an official liquidator under\nthis section more than six years after the date of the relevant disposition.\n(5) In the event that any disposition is set aside under this section, then if the Court\nis satisfied that the transferee has not acted in bad faith \u2014\n(a)\nthe transferee shall have a first and paramount charge over the property,\nthe subject of the disposition, of an amount equal to the entire costs\nproperly incurred by the transferee in the defence of the action or\nproceedings; and\n(b) the relevant disposition shall be set aside subject to the proper fees, costs,\npre-existing rights, claims and interests of the transferee (and of any\npredecessor transferee who has not acted in bad faith).\n147. Fraudulent trading\n147. (1) If in the course of the winding up of a company it appears that any business of\nthe company has been carried on with intent to defraud creditors of the company\nor creditors of any other person or for any fraudulent purpose the liquidator may\napply to the Court for a declaration under this section.\n(2) The Court may declare that any persons who were knowingly parties to the\ncarrying on of the business in the manner mentioned in subsection (1) are liable\nto make such contributions, if any, to the company\u2019s assets as the Court thinks\nproper.\n148. Supply of utilities\n148. (1) If a request is made by or with the concurrence of the liquidator (including a\nprovisional liquidator) or a restructuring officer for the giving, after the effective\ndate, of any of the supplies mentioned in subsection (2), the supplier \u2014\n(a)\nmay make it a condition of the giving of the supply that the liquidator\n(including a provisional liquidator) or restructuring officer personally\nguarantees the payment of any charges in respect of the supply; but\n(b) shall not make it a condition of the giving of the supply, or do anything\nwhich has the effect of making it a condition of the giving of the supply,\n\nSection 149\nCompanies Act (2026 Revision)\n\nPage 108\nRevised as at 1st January, 2026\nc\n\nthat any outstanding charges in respect of a supply given to the company\nbefore the effective date are paid.\n(2) The supplies referred to in subsection (1) are \u2014\n(a)\na supply of electricity;\n(b) a supply of water; and\n(c)\na supply of telecommunication services.\n(3) In this section \u2014\n\u201ceffective date\u201d means \u2014\n(a)\nthe date on which the provisional liquidator was appointed;\n(b) the date on which the winding up order was made; or\n(c)  the date on which the restructuring officer was appointed.\n149. Interest on debts\n149. (1) Subject to subsection (5), in a winding up interest is payable in accordance with\nthis section on any debt proved in the winding up, including so much of any\nsuch debt as represents interest on the remainder of the debt.\n(2) Any surplus remaining after the payment of the debts proved in a winding up\nshall, before being applied for any other purpose, be applied in paying interest\non those debts in respect of the period during which they have been outstanding\nsince the company went into liquidation.\n(3) All interest under this section ranks equally, whether or not the debts on which\nit is payable ranked equally.\n(4) The rate of interest payable under this section in respect of any debt is the greater\nof \u2014\n(a)\nthe rate applicable to the currency of the liquidation prescribed from time\nto time by the Judgment Debts (Rates of Interest) Rules (2021 Revision)\nmade under section 34 of the Judicature Act (2021 Revision); and\n(b) the rate applicable to that debt apart from the winding up.\n(5) No interest shall be payable if the liquidation is concluded in less than six\nmonths or the accrued amount is less than five hundred dollars.\n150. Currency of the liquidation\n150. (1) In the case of a solvent liquidation, a company\u2019s creditors are entitled to receive\npayment of their debts in the currency of the obligation.\n(2) In the case of an insolvent liquidation, a company\u2019s liabilities shall be translated\ninto the functional currency of the company at the exchange rates ruling \u2014\n(a)\non the date of the commencement of the voluntary liquidation; or\n(b) on the day upon which the winding up order is made.\n\nCompanies Act (2026 Revision)\nSection 151\n\nc\nRevised as at 1st January, 2026\nPage 109\n\n(3) For the purposes of this section the functional currency of a company is the\ncurrency of the primary economic environment in which it operated as at the\ncommencement of the liquidation.\nDissolution of a Company\n151. Dissolution following voluntary winding up\n151. (1) The Registrar shall, within three days of receiving a liquidator\u2019s return under\nsection 127(3), register such return.\n(2) Upon the expiration of three months from the registration of the return the\ncompany is deemed to be dissolved.\n(3) Notwithstanding subsection (2), the Court may, on the application of the\nliquidator or any other person who appears to the Court to be interested, make\nan order deferring the date at which the dissolution of the company is to take\neffect to such date as the Court thinks fit.\n(4) An application under this section shall not be made after the company is deemed\nto have been dissolved.\n(5) An order of the Court made under this section shall be registered with the\nRegistrar within seven days of the date upon which it was made.\n152. Dissolution following winding up by the Court\n152. (1) When the affairs of the company have been completely wound up, the Court\nshall make an order that the company be dissolved from the date of that order\nor such other date as the Court thinks fit, and the company shall be dissolved\naccordingly.\n(2) The effect of an order for dissolution in respect of a segregated portfolio is that\nits creditors\u2019 claims against the company shall be extinguished, notwithstanding\nthat the company has not been liquidated and dissolved.\n(3) The official liquidator shall file the order for dissolution with the Registrar.\n(4) An official liquidator who fails to file the order for dissolution with the Registrar\nwithin fourteen days from the date, upon which it was perfected, commits an\noffence and is liable on summary conviction to a penalty of ten dollars for every\nday during which that person is so in default.\n153. Unclaimed dividends and undistributed assets\n153. (1) Any unclaimed dividends or undistributed assets in the possession or control of\nthe liquidator or former liquidator of a company shall be held by that person as\ntrustee upon trust for the benefit of the contributories or creditors to whom such\nfunds are owed.\n\nSection 154\nCompanies Act (2026 Revision)\n\nPage 110\nRevised as at 1st January, 2026\nc\n\n(2) At the end of one year after the dissolution of the company, the former liquidator\nshall transfer any funds or other assets held on trust by that person to the\nMinister charged with responsibility for Finance who shall manage them in\naccordance with Part 8 of the Public Management and Finance Act (2026\nRevision).\nInsolvency rules and regulations\n154. Insolvency Rules Committee\n154. (1) There shall be established an Insolvency Rules Committee comprising \u2014\n(a)\nthe Chief Justice or other judge nominated by the Chief Justice in that\nperson\u2019s place who shall be chairperson;\n(b) the Attorney General or that person\u2019s nominee;\n(c)\ntwo attorneys-at-law appointed by the Chief Justice on the\nrecommendation of the Cayman Islands Legal Practitioners Association;\n(d) a qualified insolvency practitioner appointed by the Chief Justice upon the\nrecommendation of the Cayman Islands Institute of Professional\nAccountants;\n(e)\na person appointed by the Chief Justice who, in that person\u2019s opinion,\ndemonstrates a wide knowledge of law, finance, financial regulation or\ninsolvency practice; and\n(f)   a qualified insolvency practitioner appointed by the Chief Justice on the\nrecommendation of the Recovery and Insolvency Specialists Association.\n(2) The quorum of the Insolvency Rules Committee shall be the chairperson and\nthree other members of the Committee; and the chairperson shall have a\ncasting vote.\n155. Powers of the Insolvency Rules Committee\n155. (1) The Insolvency Rules Committee shall have power \u2014\n(a)\nto make rules and prescribe forms for the purpose of giving effect to Parts\n4, 5 and 16;\n(b) to prescribe court fees to be paid in connection with \u2014\n(i)\napplications under Part 4;\n(ii) winding up proceedings under Part 5; and\n(iii) applications under Part 16; and\n(c)\nto make rules for the purpose of specifying \u2014\n(i)\nthe qualifications which must be held by a person appointed to the\noffice of official liquidator;\n\nCompanies Act (2026 Revision)\nSection 156\n\nc\nRevised as at 1st January, 2026\nPage 111\n\n(ii) persons who are disqualified from holding office as official liquidator\neither generally or in relation to a particular company which is not in\nliquidation before the court;\n(iii) the nature and scope of professional indemnity insurance, if any,\nrequired to be held by persons appointed to the office of official\nliquidators; and\n(iv) the nature and scope of security bonds, if any, required to be posted\nby persons appointed to the office of official liquidator.\n(2) The Insolvency Rules Committee, after consultation with the Authority and with\nany organisation representing insolvency practitioners in the Islands, shall make\nrules prescribing the rates of fees which may be charged by an official liquidator.\nPART 6 - Removal of Defunct Companies\n156. Company not operating may be struck off register\n156. (1) Where the Registrar has reasonable cause to believe that a company is not\ncarrying on business or is not in operation, that person may strike the company\noff the register and the company shall thereupon be dissolved.\n(2) A request on behalf of the company to strike the company off the register shall\nbe accompanied by a fee of seventy-five dollars.\n156A. Striking off for failure to pay fine\n156A.Where an administrative fine imposed in accordance with section 26 of the\nBeneficial Ownership Transparency Act (2026 Revision) remains unpaid for ninety\ndays after imposition of the fine, the Registrar may strike the company off the register\nand the company shall thereupon be dissolved.\n157. Company being wound up may be struck off register for want of\nliquidator, etc.\n157. Where a company is being wound up, and the Registrar has reasonable cause to\nbelieve either that no liquidator is acting, or that the affairs of the company are fully\nwound up, that person may strike the company off the register and the company shall\nthereupon be dissolved.\n158. Registrar to publish fact of company being struck off register\n158. The Registrar shall immediately publish a Government Notice to the effect that the\ncompany in question has been struck off the register, the date on which it has been\nstruck off and the reason therefor. Such notice shall be gazetted.\n\nSection 159\nCompanies Act (2026 Revision)\n\nPage 112\nRevised as at 1st January, 2026\nc\n\n159. Company, member or creditor may apply to court for company to be\nreinstated\n159. (1)  If a company or any member or creditor of a company feels aggrieved by the\ncompany having been struck off the register in accordance with this Act, the\ncompany, member or creditor may apply to the Court to have the company\nrestored to the register.\n(2)  An application referred to in subsection (1) shall be made by the company or\nany member or creditor of the company \u2014\n(a)  within two years after the date on which the company was struck off the\nregister; or\n(b)  where the Cabinet allows, after the two-year period referred to in\nparagraph (a) but not more than ten years after the date on which the\ncompany was struck off the register.\n(3)  Upon an application under subsection (1), if the Court is satisfied that \u2014\n(a)  the company was, at the time of the striking off, carrying on business or in\noperation, or otherwise; and\n(b)  it is just that the company be restored to the register, the Court may order\nthat the name of the company be restored to the register on payment by the\ncompany of a reinstatement fee equivalent to two times the original\nincorporation or registration fee, and on terms and conditions as to the\nCourt may seem just.\n(4)  Where the Court orders that the name of the company is to be restored to the\nregister under subsection (3) \u2014\n(a)  the company is deemed to have continued in existence as if its name had\nnot been struck off the register; and\n(b)  the Court, by the same or any subsequent order, may give directions and\nmake provisions as seem just for placing the company and all other persons\nin the same position as nearly as may be as if the name of the company had\nnot been struck off the register.\n160. Liability of members of company to remain\n160. The striking off the register of any company under this Act shall not affect the\nliability, if any, of any director, manager, officer or member of the company, and such\nliability shall continue and may be enforced as if the company had not been dissolved.\n161. Registrar not liable for any act performed under this Part\n161. No liability shall attach for any act performed or thing done by the Registrar under\nthis Part.\n\nCompanies Act (2026 Revision)\nSection 162\n\nc\nRevised as at 1st January, 2026\nPage 113\n\n162. Vesting of property\n162. Any property vested in or belonging to any company struck off the register under this\nAct shall thereupon vest in the Minister charged with responsibility for Finance and\nshall be subject to disposition by the Cabinet, or to retention for the benefit of the\nIslands.\nPART 7 - Exempted Companies\n163. What companies may apply to be registered as exempted companies\n163. Any proposed company applying for registration under this Act, the objects of which\nare to be carried out mainly outside the Islands or pursuant to a licence to carry on\nbusiness in the Islands to which section 174 refers, may apply to be registered as an\nexempted company.\n164. Registration of exempted companies\n164. On being satisfied that section 165 has been complied with, the Registrar shall\nregister the company as an exempted company.\n165. Declaration by proposed company\n165. A proposed exempted company applying for registration as an exempted company\nshall submit to the Registrar a declaration signed by a subscriber to the effect that the\noperation of the proposed exempted company will be conducted mainly outside the\nIslands or pursuant to a licence to carry on business in the Islands to which section 174\nrefers.\n166. Shares shall be non-negotiable\n166. The shares of an exempted company shall be non-negotiable and shall be transferred\nonly on the books of the company.\n167. Repealed\n167. Repealed by section 3 of the Companies (Amendment) Act, 2016 [Law 3 of 2016].\n168. Annual return\n168. In January of each year after the year of its registration each exempted company that\ndoes not hold a licence to carry on business in the Islands to which section 174 refers\nshall furnish to the Registrar a return which shall be in the form of a\ndeclaration that \u2014\n(a)\nsince the previous return or since registration, as the case may be, there has\nbeen no alteration in the memorandum of association, other than an\nalteration in the name of the company effected in accordance with\nsection 31 or an alteration already reported in accordance with section 10;\n\nSection 169\nCompanies Act (2026 Revision)\n\nPage 114\nRevised as at 1st January, 2026\nc\n\n(aa)  states the nature of the business;\n(b) the operations of the exempted company since the last return or since\nregistration of the exempted company, as the case may be, have been\nmainly outside the Islands; and\n(c)\nsection 174 has been and is being complied with.\n169. Annual fee\n169. (1) Every exempted company shall, in January of each year after the year of its\nregistration, pay to the revenues of the Islands the annual fee specified in Part 4\nof Schedule 5.\n(2) Each such annual fee referred to in subsection (1) shall be tendered with the\nreturn required by section 168.\n(3) An exempted company which defaults in submitting its annual return under\nsection 168 or the fee specified in subsection (1) shall incur a penalty of \u2014\n(a)\n33.33% of the annual fee specified in subsection (1) if the return is\nsubmitted or the fee and penalty are paid between the 1st April and the\n30th June;\n(b) 66.67% of the annual fee specified in subsection (1) if the return is\nsubmitted or the fee and penalty are paid between the 1st July and the 30th\nSeptember; and\n(c)\n100% of the annual fee specified in subsection (1) if the return is submitted\nor the fee and penalty are paid between the 1st October and the 31st\nDecember.\n170. Failure to comply with section 168 or 169\n170. Any exempted company which fails to comply with section 168 or 169 shall be\ndeemed to be a defunct company and shall thereupon be dealt with as such under Part\n6 but without prejudice to its being registered again as though it were being registered\nfor the first time.\n171. Registrar to give notice\n171. Before taking action under section 170, the Registrar shall give one month\u2019s notice\nto the defaulting company and, if the default is made good before the expiry of such\nnotice, sections 168 and 169 shall be deemed to have been complied with.\n172. False statement in declaration\n172. If any declaration under section 165 or 168 contains any wilful false statement or\nmisrepresentation the company shall, on proof thereof, be liable to be immediately\ndissolved and removed from the register and in such case any fee tendered under\nsection 26(4) or 169 shall be forfeited to the Minister charged with responsibility for\nFinance for credit to the general revenue.\n\nCompanies Act (2026 Revision)\nSection 173\n\nc\nRevised as at 1st January, 2026\nPage 115\n\n173. Penalty for false declaration\n173. Every director and officer of a company who knowingly makes or permits the making\nof any such declaration knowing it to be false commits an offence and is liable on\nsummary conviction to a fine of five thousand dollars and to imprisonment for a term\nof one year, or to both.\n174. Prohibited enterprises\n174. (1) An exempted company shall not carry on a trade or business in the Islands with\nany person, except in furtherance of the business of the exempted company\ncarried on outside of the Islands, unless that exempted company holds a licence\nto carry on business in the Islands under any applicable law.\n(2) Nothing in this section shall be construed so as to prevent an exempted company\neffecting and concluding contracts in the Islands and exercising in the Islands\nall its powers necessary for the carrying on of its business outside the Islands.\n(3) An exempted company that holds a licence to carry on business in the Islands\nunder any applicable law, shall from the date of issue of such licence, continue\nfor all purposes as if incorporated and registered as an ordinary resident\ncompany under and subject to this Act the provisions of which shall apply to the\ncompany and to persons and matters associated with the company as if the\ncompany were incorporated and registered under this Act except as provided in\nsection 7(1)(a), 8(1) and (4), 13(1)(a), 26(3), 30(3), 31(1), 41(2), 42, 50(2), 166,\n169, 175 or 252(2).\n175. Prohibited sale of securities\n175. An exempted company that is not listed on the Cayman Islands Stock Exchange is\nprohibited from making any invitation to the public in the Islands to subscribe for any\nof its securities.\n176. Penalty for carrying on business contrary to this Part\n176. If an exempted company carries on any business in the Islands in contravention of\nthis Part then, without prejudice to any other proceedings that may be taken in respect\nof the contravention, the exempted company and every director, provisional director\nand officer of the exempted company who is responsible for the contravention\ncommits an offence and is liable on summary conviction to a fine of one hundred\ndollars for every day during which the contravention occurs or continues, and the\nexempted company shall be liable to be immediately dissolved and removed from the\nregister.\n\nSection 177\nCompanies Act (2026 Revision)\n\nPage 116\nRevised as at 1st January, 2026\nc\n\n177. Electronic business by exempted companies\n177. Nothing in this Act shall prohibit an exempted company from offering, by electronic\nmeans, and subsequently supplying, real or personal property, services or information\nfrom a place of business in the Islands or through an internet service provider or other\nelectronic service provider located in the Islands.\nPART 8 - Exempted Limited Duration Companies\n178. Exempted company may apply to be registered as an exempted limited\nduration company\n178. (1) An exempted company may, at any time, apply to the Registrar to be registered\nas an exempted limited duration company.\n(2) An application may also be made under subsection (1) at the same time as an\napplication is made \u2014\n(a)\nto register a proposed company as an exempted company;\n(b) to re-register an ordinary non-resident company as an exempted company;\nor\n(c)\nto register a company by way of continuation as an exempted company.\n(3) An application under subsection (1) shall, in addition to any other fee that may\nbe payable, be accompanied by an application fee of two hundred dollars.\n179. Registration as an exempted limited duration company\n179. (1) The Registrar shall register as an exempted limited duration company an\nexempted company that has made application under section 178 if \u2014\n(a)\nthe company has at least two subscribers or two members;\n(b) where the company was not already registered as a company prior to the\napplication \u2014\n(i)\nthe memorandum of association of the company limits the duration\nof the company to a period of thirty years or less; and\n(ii) the name of the company includes at its end \u201cLimited Duration\nCompany\u201d or \u201cLDC\u201d; and\n(c)\nwhere the company was already registered as a company prior to the\napplication \u2014\n(i)\nthe Registrar has been supplied, where the duration of the company\nis not already limited to a period of thirty years or less with a certified\ncopy of a special resolution of the company altering its memorandum\nof association to limit the duration of the company to a period of\nthirty years or less; and\n\nCompanies Act (2026 Revision)\nSection 180\n\nc\nRevised as at 1st January, 2026\nPage 117\n\n(ii) the Registrar has been supplied, in accordance with section 31, with\na copy of a special resolution of the company changing its name to a\nname that includes at its end \u201cLimited Duration Company\u201d\nor \u201cLDC\u201d.\n(2) On registering an exempted company as an exempted limited duration company\nthe Registrar shall \u2014\n(a)\nin the case of a company referred to in paragraph (b) of subsection (1),\ncertify in the certificate of incorporation issued in accordance with\nsection 27(3) or the certificate of registration by way of continuation\nissued in accordance with section 201(1) that the company is registered as\nan exempted limited duration company; and\n(b) in the case of a company referred to in paragraph (c) of subsection (1),\ncertify in the certificate of incorporation issued in accordance with\nsection 31(2) that the company is registered as an exempted limited\nduration company stating the date of such registration.\n(3) A special resolution passed for the purpose of paragraph (c)(ii) of subsection (1)\nhas no effect until the company is registered as an exempted limited duration\ncompany.\n180. Contents of articles of association\n180. (1) The articles of association of an exempted limited duration company may\nprovide that the transfer of any share or other interest of a member of the\ncompany requires the unanimous resolution of all the other members.\n(2) The articles of association of an exempted limited duration company may\nprovide that the management of the company is vested in the members of the\ncompany either equally per capita or in proportion to their share or other\nownership interest in the company or in such other manner as may be specified\nin the articles of association.\n(3) Where the articles of association of an exempted limited duration company\ncontain the provision referred to in subsection (2), the members of the company\nare to be considered to be the directors of the company but with power, if so\nprovided by the articles of association, to delegate the management to a board\nof directors.\n181. Cancellation of registration\n181. (1) A company ceases to be an exempted limited duration company if \u2014\n(a)\nthe Registrar issues a certificate under section 207 on deregistration of the\ncompany;\n(b) the Registrar issues a certificate of incorporation in accordance with\nsection 31(2) which records a change of name for the company that does\nnot include at its end \u201cLimited Duration Company\u201d or \u201cLDC\u201d; or\n\nSection 182\nCompanies Act (2026 Revision)\n\nPage 118\nRevised as at 1st January, 2026\nc\n\n(c)\nthe company passes a special resolution in accordance with section 10 to\nalter its memorandum of association to provide for a period of duration of\nthe company that exceeds or is capable of exceeding thirty years,\nand in the case of paragraph (b) or (c), the company pays a deregistration fee of\nfour hundred dollars.\n(2) On a company ceasing to be an exempted limited duration company \u2014\n(a)\nthe Registrar shall, where the company has ceased to be an exempted\nlimited duration company by virtue of paragraph (b) or (c) of\nsubsection (1), issue to the company a certificate of incorporation altered\nto meet the circumstances of the case; and\n(b) in all cases the certificate issued by virtue of section 179(2) ceases to have\neffect.\n(3) A special resolution passed for the purpose of paragraph (c) of subsection (1)\nhas no effect until a certificate of incorporation is issued by the Registrar under\nparagraph (a) of subsection (2).\n182. Electronic business by exempted limited duration companies\n182. Nothing in this Act shall prohibit an exempted limited duration company from\noffering, by electronic means, and subsequently supplying, real or personal property,\nservices or information from a place of business in the Islands or through an internet\nservice provider or other electronic service provider located in the Islands.\nPART 8A - Special Economic Zone Companies\n182A. Exempted company may apply to be registered as a special economic zone\ncompany\n182A.(1) An exempted company that does not hold a licence to carry on business in the\nIslands to which section 174 refers may, at any time, apply to the Registrar to\nbe registered as a special economic zone company.\n (2) An application may also be made under subsection (1) at the same time as an\napplication is made \u2014\n(a)\nto register a proposed company as an exempted company;\n(b) to re-register an ordinary non-resident company as an exempted company;\nor\n(c)\nto register a company by way of continuation as an exempted company.\n(3) An application under subsection (1) shall be accompanied by a fee which shall\nbe equal to the lowest band of the annual fee payable by an exempted company\nunder section 169(1) as specified in paragraph (a) of Part 4 of Schedule 5.\n\nCompanies Act (2026 Revision)\nSection 182B\n\nc\nRevised as at 1st January, 2026\nPage 119\n\n182B. Registration as a special economic zone company\n182B.(1) The Registrar shall register as a special economic zone company an exempted\ncompany that has made application under section 182A if \u2014\n (a) where the company was not already registered as a company prior to the\napplication \u2014\n(i)\nthe memorandum of association of the company specifies that the\nbusiness of the company includes special economic zone\nbusiness; and\n(ii) the name of the company includes the words \u201cSpecial Economic\nZone Company\u201d or the letters \u201cSEZC\u201d; and\n(b) where the company was already registered as a company prior to the\napplication \u2014\n(i)\nthe Registrar has been supplied, in accordance with section 62, with\na copy of a special resolution of the company altering its\nmemorandum of association to carry on special economic zone\nbusiness; and\n(ii) the Registrar has been supplied, in accordance with sections 31 and\n62, with a copy of a special resolution of the company changing its\nname to a name that includes the words \u201cSpecial Economic Zone\nCompany\u201d or the letters \u201cSEZC\u201d.\n(2) On registering an exempted company as a special economic zone company the\nRegistrar shall \u2014\n(a)\nin the case of a company referred to in subsection (1)(a), certify in the\ncertificate of incorporation issued in accordance with section 27(1) or the\ncertificate of registration by way of continuation issued pursuant to\nsection 201(1) that the company is registered as a special economic zone\ncompany; and\n(b) in the case of a company referred to in subsection (1)(b), issue a certificate\nstating that the company is registered as a special economic zone company\nand stating the date of such registration.\n(3) A special resolution passed for the purpose of subsection (1)(b)(ii) has no effect\nuntil the company is registered as a special economic zone company.\n182C. Cancellation of registration\n182C.(1) A company ceases to be a special economic zone company if \u2014\n(a)\nthe Registrar issues a certificate under section 207 on deregistration of the\ncompany; or\n(b) the Registrar issues a certificate of incorporation \u2014\n\nSection 183\nCompanies Act (2026 Revision)\n\nPage 120\nRevised as at 1st January, 2026\nc\n\n(i)\nin accordance with section 31(2) which records a change of name for\nthe company that does not include the words \u201cSpecial Economic\nZone Company\u201d or the letters \u201cSEZC\u201d; and\n(ii) altered to meet the circumstances of the case, where the company\npasses a special resolution in accordance with section 10 to alter its\nmemorandum of association to exclude the carrying on of special\neconomic zone business,\nand in the case of paragraph (b), the company pays a deregistration fee of four\nhundred dollars.\n(2) On a company ceasing to be a special economic zone company the certificate\nissued by virtue of section 182B(2) ceases to have effect.\nPART 9 - Overseas Companies\n183. Definition of foreign company\n183. In this Part, a foreign company means an overseas company which, after the 1st\nDecember, 1961, establishes a place of business or commences carrying on business\n(which expressions in this Part include, without limiting their generality, the sale by\nor on behalf of an overseas company of its shares or debentures and offering, by\nelectronic means, and subsequently supplying, real or personal property, services or\ninformation from a place of business in the Islands or through an internet service\nprovider or other electronic service provider located in the Islands) within the Islands,\nand all overseas companies which before the 1st December, 1961 established a place\nof business or carried on business as aforesaid within the Islands at the 1st December,\n1961.\n184. Documents, etc., to be delivered to Registrar by foreign companies\n184. (1) Every foreign company shall, within one month after becoming a foreign\ncompany as defined in section 183, deliver to the Registrar for registration the\nfollowing \u2014\n(a)\na certified copy of the foreign company\u2019s certificate of formation or\nincorporation, or the equivalent document issued by the relevant authority\nas evidence of its formation or incorporation;\n(b) a certificate of good standing issued by the relevant authority (or a certified\ncopy thereof), or, if the relevant authority does not issue such certificates\nof good standing, a declaration signed by a director of the foreign company\nthat the foreign company is in good standing with the relevant authority,\nin either case, dated no earlier than one month prior to the date of its\ndelivery to the Registrar;\n\nCompanies Act (2026 Revision)\nSection 185\n\nc\nRevised as at 1st January, 2026\nPage 121\n\n(c)\na certified copy of any charter, bye-laws or memorandum or articles of\nassociation or other constitutional document (howsoever called) of the\nforeign company that is required to be filed with the relevant authority\nunder the laws of the relevant jurisdiction in connection with the\nincorporation or formation of the foreign company;\n(d) a list of its directors, containing such particulars with respect to the\ndirectors as are by this Act required to be contained with respect to\ndirectors in the register of the directors of a company; and\n(e)\nthe names and addresses of some one or more than one person resident in\nthe Islands authorised to accept on its behalf service of process and any\nnotices required to be served on it,\nand shall pay to the Registrar the fee specified in Part 5 of Schedule 5.\n(2) Every foreign company shall, in January of each year pay to the revenues of the\nIslands the annual fee specified in Part 5 of Schedule 5.\n(3) A foreign company which defaults in paying the annual fee specified in\nsubsection (2) shall incur a penalty of \u2014\n(a)\n33.33% of the annual fee specified in subsection (2) if the fee and penalty\nare paid between the 1st April and the 30th June;\n(b) 66.67% of the annual fee specified in subsection (2) if the fee and penalty\nare paid between the 1st July and the 30th September; and\n(c)\n100% of the annual fee specified in subsection (2) if the fee and penalty\nare paid between the 1st October and the 31st December.\n185. Power of certain foreign companies to hold land\n185. (1) An overseas company shall not have power to hold land in the Islands except\nwhere it is a foreign company which has delivered to the Registrar documents,\nparticulars and fees specified in section 184.\n(2) If an overseas company which is not a foreign company holds land in the Islands\nor if a foreign company ceases to carry on, or have a place of business in the\nIslands or ceases to be a foreign company or fails to comply with this Part, the\nCabinet may, whenever it appears to it to be necessary in the public interest,\norder the overseas company to transfer any lands held by, vested in or belonging\nto it to a person capable of holding such lands and of being registered as\nproprietor thereof under the Registered Land Act (2018 Revision).\n(3) If an overseas company fails to comply with an order under subsection (2), the\nRegistrar may apply to the Court for an order that the land shall vest in the\nMinister charged with responsibility for Finance for the benefit of the Islands\nand be subject to the disposition of the Cabinet, and the Court may order\naccordingly.\n\nSection 186\nCompanies Act (2026 Revision)\n\nPage 122\nRevised as at 1st January, 2026\nc\n\n(4) An order under subsection (2), and any order or proceedings required by the\nCourt to be served in respect of an application under subsection (3) shall be\nserved by personal service on a person, if any, whose name and address has been\ndelivered by the company to the Registrar under paragraph (e) of section 184(1):\nProvided that, in the event any such order or proceedings may not be served by\nsuch personal service, it or they may be served by \u2014\n(a)\npersonal service on the attorney holding a power of attorney whereunder\nthat person is authorised to accept service of orders and proceedings of the\nCourt;\n(b) sending it by registered post to the overseas company at its usual or last\nknown postal address in the Islands;\n(c)\nleaving it at the last known place of business of the overseas company in\nthe Islands;\n(d) publication in three consecutive issues of the Gazette;\n(e)\npublication in three consecutive issues of a newspaper published and\ncirculating in the Islands; or\n(f)\ndisplaying it in a prominent position on the lands and causing it to be kept\nso displayed for one month.\n(5) In this section \u2014\n\u201chold land\u201d bears the meaning ascribed to that expression in section 32(3).\n186. Registration of foreign companies\n186. (1) Upon compliance with section 184, the Registrar shall issue a certificate under\nthat person\u2019s hand and seal of office that the foreign company is registered under\nthis Act.\n(2) A certificate of registration of a foreign company issued under subsection (1)\nshall be conclusive evidence that compliance has been made with all\nrequirements of this Act in respect of registration.\n187. Return to be delivered to Registrar where documents etc., altered\n187. If, in the case of any foreign company, an alteration is made in or to any document or\nother information filed with the Registrar pursuant to section 184(1) (other than a\ndocument referred to in section 184(1)(b)) the foreign company shall, within thirty\ndays after the date of such alteration, deliver to the Registrar for registration a return\ncontaining the particulars of the alteration.\n188. Obligation to state name of foreign company, whether limited, and country\nwhere formed or incorporated\n188. Every foreign company shall \u2014\n\nCompanies Act (2026 Revision)\nSection 189\n\nc\nRevised as at 1st January, 2026\nPage 123\n\n(a)\nin every prospectus inviting subscriptions for its shares or debentures in\nthe Islands state the country in which the foreign company is formed or\nincorporated;\n(b) conspicuously exhibit on every place where it carries on business in the\nIslands the name of the foreign company and the country in which the\nforeign company is formed or incorporated;\n(c)\ncause the name of the foreign company and of the country in which it is\nformed or incorporated to be stated in legible characters on all bill heads,\nletter paper, notices, advertisements and other official publications; and\n(d) if the liability of the members of the foreign company is limited, cause\nnotice of that fact to be stated in every such prospectus as aforesaid and on\nall bill heads, letter paper, notices, advertisements and other official\npublications in the Islands, and to be affixed on every place where it carries\non its business in the Islands.\n189. Service on foreign company to which this Part applies\n189. Any process or notice required to be served on a foreign company shall be sufficiently\nserved if addressed to any person whose name has been delivered to the Registrar\nunder sections 184  or 187 and left at or sent by post to the address which has been\nso delivered:\nProvided that \u2014\n(a)\nwhere any such foreign company makes default in delivering to the\nRegistrar the name and address of a person resident in the Islands who is\nauthorised to accept on behalf of the foreign company service of process\nor notices; or\n(b) if, at any time, all the persons whose names and addresses have been so\ndelivered are dead or have ceased so to reside, or refuse to accept service\non behalf of the company, or for any reason cannot be served,\na document may be served on the foreign company by leaving it at or sending it\nby post to any place of business established by the foreign company in the\nIslands.\n190. Deeds, etc., of overseas companies\n190. The execution of a contract or other instrument in accordance with section 81(6)(a)\nand the fact that it was executed in accordance with a requirement referred to in\nsection 81(6)(b) may be proved by the affidavit or solemn declaration of a witness to\nthe execution of the contract or other instrument sworn or made before a notary public\nor any other person qualified to administer oaths in any jurisdiction.\n\nSection 191\nCompanies Act (2026 Revision)\n\nPage 124\nRevised as at 1st January, 2026\nc\n\n191. Execution of deeds, etc.\n191. (1) An overseas company may appoint and empower a person either generally or in\nrespect of a specified matter, to execute deeds or instruments under seal on its\nbehalf.\n(2) Any appointment under subsection (1) need not be made by deed or instrument\nunder seal, but any person so appointed otherwise than by deed or instrument\nunder seal shall not constitute the donee of a power under the Powers of Attorney\nAct (1996 Revision) (but without prejudice to the authority otherwise conferred\nupon them by the overseas company).\n(3) A deed or instrument under seal, signed by a person on behalf of an overseas\ncompany pursuant to authority conferred pursuant to subsection (1), shall be\nbinding on that overseas company and shall have effect as if it were executed as\nsuch by the overseas company.\n192. Removing company\u2019s name from register\n192. If any foreign company ceases to carry on or have a place of business in the Islands\nit shall forthwith give notice of the fact to the Registrar and, as from the date on which\nnotice is so given, the obligation of the foreign company to deliver any document to\nthe Registrar shall cease:\nProvided that where the Registrar is satisfied by any other means that the foreign\ncompany has ceased to carry on or have a place of business in the Islands it shall be\nlawful for the Registrar to close the file of the foreign company and thereupon the\nobligation of the foreign company to deliver any document to the Registrar shall\ncease.\n193. Penalties for failing to comply with this Part\n193. Whenever any foreign company fails to comply with any of the foregoing provisions\nof this Part, it and every officer or agent of it, commits an offence and is liable to a\nfine of one hundred dollars or, in the case of a continuing offence, a further fine of\nten dollars for every day during which the default continues.\n194. Definitions in this Part\n194. (1) In this Part \u2014\n\u201ccertified copies\u201d includes copies (whether in the form of an electronic record\nor otherwise) certified as true copies of the originals by \u2014\n(a)\nthe relevant authority;\n(b) a notary public in the relevant jurisdiction or in the Islands; or\n(c)\na person qualified to practise law in the relevant jurisdiction or in the\nIslands, or\n(d) any other person acceptable to the Registrar;\n\nCompanies Act (2026 Revision)\nSection 195\n\nc\nRevised as at 1st January, 2026\nPage 125\n\n\u201cdirector\u201d in relation to a foreign company, means any director, officer,\nmember or other person (howsoever called) in whom the management of the\nforeign company is vested;\n\u201celectronic record\u201d has the same meaning as in Part I of the Electronic\nTransactions Act (2003 Revision);\n\u201cexcluded share transfer or share registration office\u201d means a share transfer\nor share registration office provided within the Islands by a person licensed or\nregistered to do so under the regulatory laws;\n\u201cplace of business\u201d includes a share transfer or share registration office (except\nan excluded share transfer or share registration office);\n\u201crelevant authority\u201d in respect of a foreign company, means the national, state\nor local government authority, registry or other body in the relevant jurisdiction\nthat is responsible for forming or incorporating the foreign company; and\n\u201crelevant jurisdiction\u201d means the jurisdiction in which the foreign company\nhas been formed or incorporated.\n(2) In this Part, an overseas company shall not be deemed to have established or to\nhave commenced carrying on business within the Islands solely by reason of\nhaving an excluded share transfer or share registration office.\n195. Power of Registrar to prohibit sale\n195. The Registrar may, at any time and from time to time, prohibit the sale of any shares\nor debentures of any foreign company in the Islands or any invitation in the Islands\nto subscribe for any shares or debentures of a foreign company, and in the event of\nany violation by a foreign company of such prohibition the foreign company and each\nof its directors and officers is liable on summary conviction to a fine of one thousand\ndollars and, in default of payment by any director or officer, to imprisonment for three\nmonths.\nPART 10 - Application of this Act to Companies Formed or\nRegistered in the Islands\n196. Application to existing companies\n196. In the application of this Act to existing companies, it shall apply in the same manner\nin the case of \u2014\n(a)\na limited company, other than a company limited by guarantee, as if the\ncompany had been formed and registered under this Act as a company\nlimited by shares;\n(b) a company limited by guarantee, as if the company had been formed and\nregistered under this Act as a company limited by guarantee; and\n\nSection 197\nCompanies Act (2026 Revision)\n\nPage 126\nRevised as at 1st January, 2026\nc\n\n(c)\na company other than a limited company, as if the company had been\nformed and registered under this Act as an unlimited company.\n197. Date of incorporation\n197. A reference, express or implied, to the date of incorporation of an existing company\nshall be, where appropriate, construed as a reference to the date on which the company\nwas incorporated and recorded under the laws relating to companies then in force in\nthe Islands.\n198. Articles of association remain\n198. The articles of association of an existing company shall, so far as the same are not\ncontrary to any express provisions of this Act, remain in force until altered or\nrescinded.\nPART 11 - General\n199. Fees in lieu of other provisions\n199. (1) Wherever this Act provides for or requires the filing of any document, notice or\nreturn with the Registrar or the issue of any certificate or the Registrar provides\na copy of any document in respect of which no fee is elsewhere specifically\nprovided, the fees specified in Part 6 of Schedule 5 shall be payable.\n(2) The Registrar may, in that person\u2019s discretion, extend the time within which any\nthing is required to be done by this Act, whether the time prescribed therefor\nhas expired or not.\n(3) Notwithstanding any provision of this Act which prescribes a specific per diem\npenalty in respect of a default of any obligation to make a filing or to maintain\na record set out in this Act, it shall be lawful for the Registrar, in any case where\nthe aggregate per diem penalty has exceeded the amount of five hundred dollars\nand that person is satisfied that the failure is not due to wilful default, to at any\ntime, accept payment of a penalty in the amount of five hundred dollars in lieu\nthereof.\n(4) Without prejudice to the powers exercisable by the Registrar under this Act, all\nsums that that person is entitled to recover by way of fees or penalties are\nrecoverable either summarily as a civil debt, or as a simple contract debt, in any\ncourt of competent jurisdiction.\n199A. Fees for administrative services\n199A.\nA person shall pay to the Registrar the fee specified in Part 8 of Schedule 5 for\nthe provision by the Registrar of the corresponding administrative service set\nout in Part 8 of that Schedule.\n\nCompanies Act (2026 Revision)\nSection 200\n\nc\nRevised as at 1st January, 2026\nPage 127\n\n200. Express fees\n200. (1) The Registrar, on receipt of \u2014\n(a)  an application for registration under section 26, 184 or 201;\n(b)  an application for re-registration under section 178, 182A, 210 or 214;\n(c)  an application for registration of a change of name under section 31;\n(d)  an application for a merger or consolidation under section 233 or 237;\n(e)  the required information and relevant deregistration fee in accordance with\nsection 181(1)(b) or (c) or 182C(1)(b);\n(f)  an application for deregistration under section 206;\n(g)  an application for any other certificate which the Registrar is authorised to\nprovide under this Act; or\n(h)  any relevant information for a transaction under subsection (2), which is\naccompanied by the prescribed fees and the prescribed express fee, shall\ncomplete the relevant transaction by \u2014\n(i)  the end of the working day, where the application or relevant\ninformation and all fees are received by 12 noon; or\n(ii) 12 noon on the following working day, where the application or\nrelevant information and all fees are received after 12 noon.\n(2)  For the purposes of subsection (1)(h), the transactions are \u2014\n(a)  the filing of any document with the Registrar (other than the filing of any\ndocument made as part of an application);\n(b)  certifications by the Registrar;\n(c)  the issuance or making of copies by the Registrar;\n(d)  the issuance of certificates by the Registrar, including customised\ncertificates; or\n(e)  the issuance of letters by the Registrar, including customised letters.\n200A. Certificate of good standing\n200A.(1) The Registrar may on application made by a company issue a certificate of good\nstanding to a company that is in good standing in accordance with\nsubsection (2).\n (2) A certificate of good standing is evidence of the fact that the company is in good\nstanding on the date that the certificate of good standing is issued.\n(3) A company shall be deemed to be in good standing if all fees and penalties under\nthis Act have been paid and the Registrar has no knowledge that the company is\nin default under this Act.\n\nSection 201\nCompanies Act (2026 Revision)\n\nPage 128\nRevised as at 1st January, 2026\nc\n\nPART 12 - Transfer by Way of Continuation\n201. Application for continuation\n201. (1) A body corporate incorporated, registered or existing with limited liability and\nwith or without a share capital under the laws of any jurisdiction outside the\nIslands (which body corporate is in this Part referred to as a \u201cregistrant\u201d) may\napply to the Registrar to be registered by way of continuation as an exempted\ncompany limited by shares under this Act.\n(2) The Registrar shall register a registrant if \u2014\n(a)\nthe registrant is incorporated, registered or existing in a jurisdiction whose\nlaws permit or do not prohibit the transfer of the registrant in the manner\nhereinafter provided in this Part (hereinafter in this section referred to as\n\u201ca relevant jurisdiction\u201d);\n(b) the registrant has paid to the Registrar a fee equal to the fee payable on the\nregistration of an exempted company under section 26;\n(c)\nthe registrant has delivered to the Registrar the documents listed in\nparagraphs (a) to (d) of section184(1) (in this Part referred to as \u201cthe\ncharter documents\u201d);\n(d) the name of the registrant is acceptable to the Registrar under section 30\nor the registrant has undertaken to change the name to an acceptable name\nwithin sixty days of registration;\n(e)\nthe registrant has filed with the Registrar notice of the address of its\nproposed registered office in the Islands;\n(f)\nthe registrant has filed with the Registrar a declaration signed by a director\nof the registrant that the operations of the registrant will be conducted\nmainly outside the Islands;\n(g) no petition or other similar proceeding has been filed and remains\noutstanding or order made or resolution adopted to wind up or liquidate\nthe registrant in any jurisdiction;\n(h) no receiver, trustee, administrator or other similar person has been\nappointed in any jurisdiction and is acting in respect of the registrant, its\naffairs or its property or any part thereof;\n(i)\nno scheme, order, compromise or other similar arrangement has been\nentered into or made in any jurisdiction whereby the rights of creditors of\nthe registrant are and continue to be suspended or restricted;\n(j)\nthe registrant is able to pay its debts as they fall due;\n(k) the application for registration is bona fide and not intended to defraud\nexisting creditors of the registrant;\n\nCompanies Act (2026 Revision)\nSection 201\n\nc\nRevised as at 1st January, 2026\nPage 129\n\n(l)\nthe registrant has delivered to the Registrar an undertaking signed by a\ndirector of the registrant that notice of the transfer has been or will be given\nwithin twenty-one days to the secured creditors of the registrant;\n(m) any consent or approval to the transfer required by any contract or\nundertaking entered into or given by the registrant has been obtained,\nreleased or waived, as the case may be;\n(n) the transfer is permitted by and has been approved in accordance with the\ncharter documents of the registrant;\n(o) the laws of the relevant jurisdiction with respect to transfer have been or\nwill be complied with;\n(p) the registrant is constituted in a form or substantially a form which could\nhave been incorporated as an exempted company limited by shares under\nthis Act;\n(q) the registrant will, upon registration hereunder, cease to be incorporated,\nregistered or exist under the laws of the relevant jurisdiction;\n(r)\nthe registrant, if it is (or will when registered by way of continuation be)\nprohibited from carrying on its business in or from within the Islands\nunless licensed under any law, has applied for and obtained the requisite\nlicence; and\n(s)\nthe Registrar is not aware of any other reason why it would be against the\npublic interest to register the registrant.\n(3) Paragraphs (g), (h), (i), (j), (k), (m), (n), (o) and (q) of subsection (2) shall be\nsatisfied by filing with the Registrar a declaration or affidavit of a director of\nthe registrant to the effect that, having made due enquiry, that person is of the\nopinion that the requirements of those paragraphs have been met, and which\ndeclaration or affidavit shall include a statement of the assets and liabilities of\nthe registrant made up to the latest practicable date before making the\ndeclaration or affidavit and subsection (4) shall apply, with any necessary\nchanges, in respect of that declaration or affidavit.\n(4) A person who, being a director, makes a declaration or affidavit under\nsubsection (3) without reasonable grounds therefor commits an offence and is\nliable on summary conviction to a fine of fifteen thousand dollars and to\nimprisonment for five years.\n(5) Without prejudice to Part 9, a registrant may apply to be provisionally registered\nby way of continuation as an exempted company limited by shares under this\nAct.\n(6) The Registrar shall provisionally register a registrant if \u2014\n(a)\nthe registrant complies with the requirements of paragraphs (a), (c), (e),\n(f), (g), (h), (i), (j) and (p) of subsection (2); and\n\nSection 202\nCompanies Act (2026 Revision)\n\nPage 130\nRevised as at 1st January, 2026\nc\n\n(b) the registrant has paid to the Registrar a fee of one thousand five hundred\ndollars.\n(7) Repealed by section 10(c) of the Companies (Amendment) Act, 2024 (Act 3 of\n2024).\n(8) The Registrar shall register a registrant which is provisionally registered under\nthis Part upon the requirements of paragraphs (b), (d), (k), (l), (m), (n), (o), (q),\n(r) and (s) of subsection (2) being met, as to which subsection (3) shall, mutatis\nmutandis, apply where relevant.\n(9) A registrant which is provisionally registered shall \u2014\n(a)\nwithin sixty days after registration, deliver, to the Registrar details of any\nchanges in the information required by paragraphs (c) and (e) of\nsubsection (2);\n(b) file with the Registrar in January of each year following provisional\nregistration, a declaration or affidavit in the form described in\nsubsection (7); and\n(c)\npay to the Registrar in January of each year following provisional\nregistration, a fee of one thousand dollars.\n(10) A registrant which is provisionally registered and which fails to comply with\nparagraphs (b) and (c) of subsection (9) by 30th June in such year shall cease to\nbe provisionally registered but without prejudice to being provisionally\nregistered anew hereunder upon complying with the requirements of this Part.\n202. Registration under this Part\n202. (1) Upon registration of a registrant under this Part, the Registrar shall issue a\ncertificate under that person\u2019s hand and seal of office that the registrant is\nregistered by way of continuation as an exempted company and specifying the\ndate of such registration, and section 27(3) shall apply, mutatis mutandis, to\nsuch certificate.\n(2) The Registrar shall enter in the register of companies the date of registration of\nthe registrant and, to the extent possible with respect to the registrant, particulars\nof the matters specified.\n(3) From the date of registration of the registrant it shall continue as a body\ncorporate for all purposes as if incorporated and registered as an exempted\ncompany under and subject to this Act the provisions of which shall apply to the\ncompany and to persons and matters associated therewith as if such company\nwere so incorporated and registered and such company shall have, but without\nlimitation to the generality of the foregoing \u2014\n(a)\nthe capacity to perform all the functions of an exempted company;\n(b) the capacity to sue and to be sued;\n(c)\nperpetual succession; and\n\nCompanies Act (2026 Revision)\nSection 202\n\nc\nRevised as at 1st January, 2026\nPage 131\n\n(d) the power to acquire, hold and dispose of property,\nand the members of the company shall have such liability to contribute to the\nassets of the company in the event of its being wound up under this Act as is\nprovided therein:\nProvided always that section 201 and this section shall not operate \u2014\n(e)\nto create a new legal entity;\n(f)\nto prejudice or affect the identity or continuity of the registrant as\npreviously constituted;\n(g) to affect the property of the registrant;\n(h) to affect any appointment made, resolution passed or any other act or thing\ndone in relation to the registrant pursuant to a power conferred by any of\nthe charter documents of the registrant or by the laws of the jurisdiction\nunder which the registrant was previously incorporated, registered or\nexisting;\n(i)\nexcept to the extent provided by or pursuant to this Part, to affect the rights,\npowers, authorities, functions and liabilities or obligations of the registrant\nor any other person; or\n(j)\nto render defective any legal proceedings by or against the registrant and\nany legal proceedings that could have been continued or commenced by\nor against the registrant before its registration hereunder may,\nnotwithstanding the registration, be continued or commenced by or against\nthe registrant after registration.\n(4) Upon provisional registration of a registrant under this Part the Registrar shall\nissue a certificate under that person\u2019s hand and seal of office that the registrant\nis provisionally registered by way of continuation as an exempted company and\nspecifying the date of such provisional registration.\n(5) The Registrar shall enter in a register maintained for the purpose the date of\nprovisional registration and name of the registrant.\n(6) If a registrant which is provisionally registered under this Part is registered\npursuant to section 201(2) it shall automatically cease to be provisionally\nregistered and the Registrar shall cancel such provisional registration.\n(7) Subsection (3) shall not apply to a registrant which is provisionally registered\nunless and until it is registered under section 201(2), and nothing in this section\nshall be construed as enabling a registrant which is provisionally registered to\ncarry on business within the Islands unless it complies with the requirements of\nPart 9.\n\nSection 203\nCompanies Act (2026 Revision)\n\nPage 132\nRevised as at 1st January, 2026\nc\n\n203. Amendment, etc., of charter documents\n203. (1) A registrant shall, within ninety days of registration by special resolution passed\nin accordance with this Act, make such amendments, alterations, modifications,\nvariations, deletions and additions (in this section referred to as \u201cchanges\u201d), if\nany, to its charter documents as are necessary to ensure that they comply with\nthe requirements of this Act as they relate to an exempted company.\n(2) Within ninety days of registration, the registrant \u2014\n(a)\nmay, instead of passing a special resolution making the changes required\nby subsection (1); or\n(b) shall, whether or not it has passed such a special resolution making, or\npurporting to make, such changes, if the Registrar so directs,\napply to the Court for an order approving such changes and the Court, if satisfied\nthat the changes (with such modifications, if any, as it considers appropriate)\nare necessary to ensure that the charter documents of the registrant comply with\nthe requirements of this Act, may approve them accordingly and make such\nconsequential orders as it thinks fit. Changes, when so approved, shall take\neffect as if they formed part of the charter documents.\n(3) A copy of the special resolution passed under subsection (1) or of the order of\nthe Court made under subsection (2) shall be filed with and registered by the\nRegistrar whose certificate of registration thereof shall be conclusive evidence\nthat the charter documents comply with the requirements of this Act.\n(4) After registration of the registrant and until such time as the charter documents\nof the registrant are changed to comply with the requirements of this Act or to\nthe extent they cannot be changed so to comply, this Act shall prevail.\n(5) The provisions of the charter documents of a registrant which would, if the\ncompany had been incorporated under this Act, have been required by this Act\nto be included in its memorandum of association shall be deemed to be the\nregistered memorandum of association of the company and the provisions of the\ncharter documents that do not by virtue of the foregoing constitute the registered\nmemorandum of association shall be deemed to be the registered articles of\nassociation of the company, and the company and its members shall be bound\nthereby accordingly.\n204. Effect of registration under this Part on companies registered under Part 9\n204. Where a registrant is also registered as a foreign company under Part 9 it shall, upon\nregistration under Part 12, automatically cease to be registered under Part 9 and the\nRegistrar shall cancel such registration.\n\nCompanies Act (2026 Revision)\nSection 205\n\nc\nRevised as at 1st January, 2026\nPage 133\n\n205. Notice of registration, etc., to be given in Gazette\n205. The Registrar shall forthwith give notice in the Gazette of the registration of a\nregistrant under this Part, the jurisdiction under whose laws the registrant was\npreviously incorporated, registered or existing and the previous name of the registrant\nif different from the current name.\n206. Deregistration of exempted companies including companies registered\nunder this Part\n206. (1) An exempted company incorporated and registered with limited liability and a\nshare capital under this Act, including a company registered by way of\ncontinuation under this Part, which proposes to be registered by way of\ncontinuation as a body corporate limited by shares under the laws of any\njurisdiction outside the Islands (hereinafter called an \u201capplicant\u201d) may apply to\nthe Registrar to be deregistered in the Islands.\n(2) The Registrar shall so deregister an applicant if \u2014\n(a)\nthe applicant proposes to be registered by way of continuation in a\njurisdiction which permits or does not prohibit the transfer of the applicant\nin the manner provided in this part (hereinafter in this section referred to\nas \u201ca relevant jurisdiction\u201d);\n(b) the applicant has paid to the Registrar a fee equal to three times the annual\nfee that would have been payable pursuant to section 169 in the January\nimmediately preceding the application for deregistration by an exempt\ncompany having the same registered capital as the applicant on the date of\nthat application;\n(c)\nthe applicant has filed with the Registrar notice of any proposed change in\nits name and of its proposed registered office or agent for service of\nprocess in the relevant jurisdiction;\n(d) no petition or other similar proceeding has been filed and remains\noutstanding or order made or resolution adopted to wind up or liquidate\nthe applicant in any jurisdiction;\n(e)\nno receiver, trustee or administrator or other similar person has been\nappointed in any jurisdiction and is acting in respect of the applicant, its\naffairs or its property or any part thereof;\n(f)\nno scheme, order, compromise or other similar arrangement has been\nentered into or made whereby the rights of creditors of the applicant are\nand continue to be suspended or restricted;\n(g) the applicant is able to pay its debts as they fall due;\n(h) the application for deregistration is bona fide and not intended to defraud\ncreditors of the applicant;\n\nSection 207\nCompanies Act (2026 Revision)\n\nPage 134\nRevised as at 1st January, 2026\nc\n\n(i)\nthe applicant has delivered to the Registrar an undertaking signed by a\ndirector that notice of the transfer has been or will be given within twentyone days to the secured creditors of the applicant;\n(j)\nany consent or approval to the transfer required by any contract or\nundertaking entered into or given by the applicant has been obtained,\nreleased or waived, as the case may be;\n(k) the transfer is permitted by and has been approved in accordance with the\nmemorandum and articles of association of the applicant;\n(l)\nthe laws of the relevant jurisdiction with respect to transfer have been or\nwill be complied with;\n(m) the applicant, if licensed under the Banks and Trust Companies Act (2021\nRevision), or the Insurance Act, 2010 [Law 32 of 2010] or, if so previously\nlicensed and in respect of which such licence shall have been suspended\nor revoked and not reinstated, has obtained consent of the Authority to the\ntransfer;\n(n) the applicant will upon registration under the laws of the relevant\njurisdiction continue as a body corporate limited by shares; and\n(o) the Registrar is not aware of any other reason why it would be against the\npublic interest to deregister the applicant.\n(3) Paragraphs (d), (e), (f), (g), (h), (j), (k), (l) and (n) of subsection (2) shall be\nsatisfied by filing with the Registrar a declaration or affidavit of a director of\nthe applicant to the effect that, having made due enquiry, that person is of the\nopinion that the requirements of those paragraphs have been met and which\ndeclaration or affidavit shall include a statement of the assets and liabilities of\nthe applicant made up to the latest practicable date before the making of the\ndeclaration or affidavit.\n(4) A person who, being a director, makes a declaration or affidavit under\nsubsection (3) without reasonable grounds therefor commits an offence and is\nliable on summary conviction to a fine of fifteen thousand dollars and to\nimprisonment for five years.\n207. Certification of deregistration, etc.\n207. (1) Upon deregistration of an applicant under this Part, the Registrar shall issue a\ncertificate under that person\u2019s hand and seal of office that the applicant has been\nderegistered as an exempted company and specifying the date of such\nderegistration.\n(2) The Registrar shall enter in the register of companies the date of deregistration\nof the applicant.\n\nCompanies Act (2026 Revision)\nSection 208\n\nc\nRevised as at 1st January, 2026\nPage 135\n\n(3) From the commencement of the date of deregistration the applicant shall cease\nto be a company for all purposes under this Act and shall continue as a company\nunder the laws of the relevant jurisdiction:\nProvided always that this shall not operate \u2014\n(a)\nto create a new legal entity;\n(b) to prejudice or affect the identity or continuity of the applicant as\npreviously constituted;\n(c)\nto affect the property of the applicant;\n(d) to affect any appointment made, resolution passed or any other act or thing\ndone in relation to the applicant pursuant to a power conferred by the\nmemorandum and articles of association of the applicant or by the laws of\nthe Islands;\n(e)\nexcept to the extent provided by or pursuant to this Part to affect the rights,\npowers, authorities, functions and liabilities or obligations of the applicant\nor any other person; or\n(f)\nto render defective any legal proceedings by or against the applicant, and\nany legal proceedings that could have been continued or commenced by\nor against the applicant before its deregistration hereunder may,\nnotwithstanding the deregistration, be continued or commenced by or\nagainst the applicant after deregistration.\n208. Application of Part 9 to deregistered companies\n208. Part 9 shall, where relevant, apply to any company which is deregistered under\nthis Part.\n209. Notice of deregistration, etc., to be given in the Gazette\n209. The Registrar shall forthwith give notice in the Gazette of the deregistration of an\napplicant under this Part, the jurisdiction under the laws of which the applicant has\nbeen registered by way of continuation and name of the applicant, if changed.\nPART 13 \u2013 Re-registration as a Means of an Ordinary Nonresident Company Becoming Exempted or Exempted\nCompany Becoming Ordinary Resident\n210. Ordinary non-resident company may be re-registered as exempted company\n210. (1) Subject to this section and section 211, an ordinary non-resident company may\nbe re-registered as an exempted company if \u2014\n(a)\nthe company passes a special resolution that it should be so reregistered; and\n\nSection 211\nCompanies Act (2026 Revision)\n\nPage 136\nRevised as at 1st January, 2026\nc\n\n(b) an application for re-registration is delivered to the Registrar together with\nthe necessary documents.\n(2) Such special resolution shall \u2014\n(a)\nmake such alterations in the company\u2019s memorandum of association as are\nnecessary to bring it in substance and in form into conformity with the\nrequirements of this Act with respect to the memorandum of association\nof an exempted company; and\n(b) make such alterations in the company\u2019s articles of association as are\nrequisite in the circumstances.\n(3) Such application shall be signed by a director of the company, and accompanied\nby \u2014\n(a)\na copy of the memorandum and articles as altered by the special resolution;\nand\n(b) a declaration by a director of the company that the operation of the\ncompany will be conducted mainly outside the Islands.\n(4) A special resolution that an ordinary non-resident company be re-registered as\nan exempted company may change the company\u2019s name to any name by which\nan exempted company could be registered.\n(5) The application shall be accompanied by a re-registration fee equal to the fee\npayable on the registration of an exempted company under section 26.\n211. Effect of re-registration of ordinary non-resident company as an exempted\ncompany\n211. (1) If, on an application under section 210, the Registrar is satisfied that an ordinary\nnon-resident company may be re-registered under that section as an exempted\ncompany, that person shall \u2014\n(a)\nretain the application and other documents delivered to that person under\nthe section; and\n(b) issue to the company a certificate of re-registration stating that the\ncompany has been re-registered as an exempted company.\n(2) Upon the issue to a company of a certificate of re-registration under this\nsection \u2014\n(a)\nthe company, by virtue of the issue of that certificate, becomes an\nexempted company; and\n(b) any alterations in the memorandum and articles set out in the special\nresolution take effect accordingly:\nProvided that the foregoing shall not operate \u2014\n(i)\nto create a new legal entity;\n(ii) to prejudice or affect the identity or continuity of the company;\n\nCompanies Act (2026 Revision)\nSection 211A\n\nc\nRevised as at 1st January, 2026\nPage 137\n\n(iii) to affect the property of the company;\n(iv) to affect any appointment made, resolution passed or any other act or\nthing done in relation to the company pursuant to a power conferred\nby the memorandum and the articles of association of the company\nor by the laws of the Islands;\n(v) to affect the rights, powers, authorities, functions and liabilities or\nobligations of the company or any other person; or\n(vi) to render defective any legal proceedings by or against the company,\nand legal proceedings that could have been continued or commenced\nby or against the company before its re-registration hereunder may,\nnotwithstanding the re-registration, be continued or commenced by\nor against the company after re-registration.\n(3) The certificate of re-registration is conclusive evidence \u2014\n(a)\nthat the requirements of this Act in respect of registration and of matters\nprecedent and incidental thereto have been complied with; and\n(b) that the company is an exempted company.\n211A. Exempted company may be re-registered as an ordinary resident company\n211A.(1) Subject to this section and section 211B, an exempted company may be reregistered as an ordinary resident company if \u2014\n(a)  the company passes a special resolution that it should be so re-registered;\nand\n(b)  an application for re-registration is delivered to the Registrar together with\nthe necessary documents and fee set out in subsections (4) and (5)\nrespectively.\n(2)  A special resolution under subsection (1)(a) shall \u2014\n(a)  make alterations in the company\u2019s memorandum of association as are\nnecessary to bring it in substance and in form into conformity with the\nrequirements of this Act with respect to the memorandum of association\nof an ordinary resident company; and\n(b)  make alterations in the company\u2019s articles of association as are requisite\nin the circumstances.\n(3)  A special resolution under subsection (1)(a) may change the exempted\ncompany\u2019s name to any name by which an ordinary resident company is able to\nbe registered.\n(4)  An application under subsection (1)(b) shall be signed by a director of the\ncompany and accompanied by a copy of the memorandum and articles as altered\nby the special resolution under subsection (1)(a).\n\nSection 211B\nCompanies Act (2026 Revision)\n\nPage 138\nRevised as at 1st January, 2026\nc\n\n(5)  An application under subsection (1)(b) shall be accompanied by a re-registration\nfee equal to the fee payable on the registration of an ordinary resident company\nunder section 26.\n\n211B. Effect of re-registration of an exempted company as an ordinary\n211B.(1) If, on an application under section 211A, the Registrar is satisfied that an\nexempted company may be re-registered as an ordinary resident company, the\nRegistrar shall \u2014\n(a)  retain the application and other documents delivered by an applicant under\nsection 211A(4); and\n(b)  issue to the company a certificate of re-registration stating that the\ncompany has been re-registered as an ordinary resident company.\n(2)  Subject to subsection (4), upon the issue of a certificate of re-registration to a\ncompany under subsection (1)(b) \u2014\n(a)  the company, by virtue of the issue of that certificate, becomes an ordinary\nresident company; and\n(b)  any alterations in the memorandum and articles set out in the special\nresolution take effect accordingly.\n(3)  Any tax undertaking given to the company pursuant to section 6 of the Tax\nConcessions Act (2018 Revision) shall not apply from the date of the reregistration.\n(4)  The issue of a certificate of re-registration to a company under subsection (1)(b)\nshall not operate \u2014\n(a)  to create a new legal entity;\n(b)  to prejudice or affect the identity or continuity of the company;\n(c)  to affect the property of the company;\n(d)  to affect any appointment made, resolution passed or any other act or thing\ndone in relation to the company pursuant to a power conferred by the\nmemorandum and the articles of association of the company or by the laws\nof the Islands;\n(e)  to affect the rights, powers, authorities, functions and liabilities or\nobligations of the company or any other person; or\n(f)  to render defective any legal proceedings by or against the company.\n(5)  Any legal proceedings that could have been continued or commenced by or\nagainst the company before its re-registration may, notwithstanding the reregistration, be continued or commenced by or against the company after reregistration.\n\nCompanies Act (2026 Revision)\nSection 212\n\nc\nRevised as at 1st January, 2026\nPage 139\n\n(6)  A certificate of re-registration issued under subsection (1)(b) is conclusive\nevidence \u2014\n(a)  that the requirements of this Act in respect of registration and of matters\nprecedent and incidental to the registration have been complied with; and\n(b)  that the company is an ordinary resident company.\n\nPART 14 - Segregated Portfolio Companies\n212. Definitions in this Part\n212. In this Part \u2014\n\u201creceiver\u201d means the person specified in a receivership order for the purposes\nspecified in section 224(3);\n\u201creceivership order\u201d means an order made under section 224(1);\n\u201csegregated portfolio company\u201d means an exempted company which is\nregistered under section 213(1);\n\u201csegregated portfolio shares\u201d means shares issued under section 217(1);\n\u201csegregated portfolio share capital\u201d means the proceeds of the issue of\nsegregated portfolio shares; and\n\u201csegregated portfolio share dividend\u201d means a dividend paid under\nsection 217(3).\n213. Applications for registration\n213. (1) Subject to subsection (2) and section 214, any exempted company may apply to\nthe Registrar to be registered as a segregated portfolio company.\n(2) Nothing in this Part shall derogate from the Authority\u2019s powers to determine,\nwhere relevant, whether a segregated portfolio company is suitable to be\nlicensed under the regulatory laws.\n(3) An application may also be made under subsection (1) at the same time as\napplication is made \u2014\n(a)\nto re-register an ordinary non-resident company as an exempted company;\n(b) to register a company by way of continuation as an exempted company; or\n(c)\nto register as an exempted limited duration company.\n(4) An application under subsection (1) shall, in addition to any other fee that may\nbe payable, be accompanied by the fee specified in Part 7 of Schedule 5.\n(5) A segregated portfolio company shall, on paying the annual fee payable under\nsection 169, pay the additional fee specified in Part 7 of Schedule 5 and the\n\nSection 214\nCompanies Act (2026 Revision)\n\nPage 140\nRevised as at 1st January, 2026\nc\n\nadditional annual fee specified in Part 7 of Schedule 5 in respect of each\nsegregated portfolio it has created (other than those in respect of which notice\nof termination has been given under subsection (6)), both of which shall be\ntendered in accordance with section 169(2).\n(6) At the same time as it tenders the fees in accordance with subsection (5) a\nsegregated portfolio company shall furnish to the Registrar a notice containing\nthe names of each segregated portfolio it has created (other than those in respect\nof which notice of termination has been given hereunder in a prior year) and\nindicating those which have been terminated under section 228A since the date\nof the last notice under this subsection.\n(7) A segregated portfolio company which fails to furnish the notice in accordance\nwith subsection (6) shall incur a penalty of ten dollars for every day after 31st\nMarch of each year during which the notice is not filed.\n214. Conversions of existing companies\n214. (1) Where an exempted company has been registered prior to an application under\nsection 213(1) the company shall \u2014\n(a)\nfile with the Registrar a declaration made by at least two directors setting\nout an accurate statement \u2014\n(i)\nof the assets and liabilities of the company as at a date within three\nmonths prior to the date of the declaration;\n(ii) of any transaction or event which, as at the date of the declaration,\nhas occurred or is expected to occur between the date of the statement\nof assets and liabilities prepared pursuant to subparagraph (i) and the\ndate of registration of the company as a segregated portfolio\ncompany which, if it had occurred before the date of the declaration,\nwould have caused material changes to the assets and liabilities\ndisclosed in the declaration;\n(iii) that the segregated portfolio company intends to operate, and the\nassets and liabilities which the company proposes to transfer to each\nof those segregated portfolios;\n(iv) that, on registration as a segregated portfolio company, the company\nand each segregated portfolio will be solvent;\n(v) that each creditor of the company has consented in writing to the\ntransfer of assets and liabilities into segregated portfolios or\nalternatively that adequate notice has been given in accordance with\nsubsection (2) to all creditors of the company and that ninety-five per\ncent by value of the creditors have consented to that transfer of assets\nand liabilities into segregated portfolios;\n\nCompanies Act (2026 Revision)\nSection 215\n\nc\nRevised as at 1st January, 2026\nPage 141\n\n(b) pass a special resolution authorising the transfer of assets and liabilities\ninto segregated portfolios and attach a copy of such resolution to the\ndeclaration in subparagraph (a); and\n(c)\nwhere the company is licensed by the Authority under the regulatory laws,\nobtain the written consent of the Authority and attach a copy of such\nconsent to the declaration referred to in paragraph (a).\n(2) For the purposes of subsection (1)(a)(v), adequate notice is given if notice in\nwriting is sent to each creditor having a claim against the company exceeding\none thousand dollars.\n(3) A director who makes a declaration under subsection (1)(a) without reasonable\ngrounds or who knowingly makes a false declaration commits an offence and is\nliable on summary conviction to a fine of five thousand dollars or to\nimprisonment for one year.\n(4) For the avoidance of doubt, the provisions of the Fraudulent Dispositions Act\n(1996 Revision) shall not apply to an initial transfer of assets and liabilities into\nsegregated portfolios pursuant to an application under section 213(1).\n215. Designation\n215. A segregated portfolio company shall include in its name the letters \u201cSPC\u201d or the\nwords \u201cSegregated Portfolio Company\u201d.\n216. Segregated portfolios\n216. (1) A segregated portfolio company may create one or more segregated portfolios\nin order to segregate the assets and liabilities of the segregated portfolio\ncompany held within or on behalf of a segregated portfolio from the assets and\nliabilities of the segregated portfolio company held within or on behalf of any\nother segregated portfolio of the segregated portfolio company or the assets and\nliabilities of the segregated portfolio company which are not held within or on\nbehalf of any segregated portfolio of the segregated portfolio company.\n(2) A segregated portfolio company shall be a single legal entity and any segregated\nportfolio of or within a segregated portfolio company shall not constitute a legal\nentity separate from the segregated portfolio company.\n(3) Each segregated portfolio shall be separately identified or designated and shall\ninclude in such identification or designation the words \u201cSegregated Portfolio\u201d\nor \u201cSP\u201d or \u201cS.P.\u201d.\n\nSection 217\nCompanies Act (2026 Revision)\n\nPage 142\nRevised as at 1st January, 2026\nc\n\n217. Shares and dividends\n217. (1) A segregated portfolio company may create and issue shares in one or more\nclasses or series (including different classes or series relating to the same\nsegregated portfolio), the proceeds of the issue of which shall be included in the\nsegregated portfolio assets of and accounted for in the segregated portfolio in\nrespect of which the segregated portfolio shares are issued.\n(2) The proceeds of the issue of shares, other than segregated portfolio shares, shall\nbe included in the segregated portfolio company\u2019s general assets.\n(3) A segregated portfolio company may pay a dividend or other distribution in\nrespect of segregated portfolio shares of any class or series and whether or not\na dividend is declared on any other class or series of segregated portfolio shares\nor any other shares.\n(4) Segregated portfolio dividends or other distributions shall be paid on segregated\nportfolio shares by reference only to the accounts of and to and out of the\nsegregated portfolio assets and liabilities of the segregated portfolio in respect\nof which the segregated portfolio shares were issued and otherwise in\naccordance with the rights of such shares.\n218. Company to act on behalf of portfolios\n218. (1) Any act, matter, deed, agreement, contract, instrument under seal or other\ninstrument or arrangement which is to be binding on or to enure to the benefit\nof a segregated portfolio shall be executed by the segregated portfolio company\non behalf of such segregated portfolio which shall be identified or specified, and\nsuch execution shall specify that it is in the name of, or by, or for the account\nof, such segregated portfolio.\n(2) If a segregated portfolio company is in breach of subsection (1) the directors\nshall, forthwith upon becoming aware of the breach \u2014\n(a)\nmake any necessary enquiries to determine the correct segregated portfolio\nto which the relevant act, matter, deed, agreement, contract, instrument\nunder seal or other instrument or arrangement should be attributed;\n(b) make the correct attribution; and\n(c)\nnotify in writing all persons who are party to the act, matter, deed,\nagreement, contract, instrument under seal or other instrument or\narrangement that was executed, or who may be adversely affected by any\nsuch attribution, of that attribution and the parties\u2019 rights under\nsubsection (3).\n(3) Any person notified under subsection (2)(c) (or who should have been so\nnotified) who objects to an attribution by the directors under subsection (2) may,\nwithin thirty days of receiving written notice under that subsection in the case\nof persons who received such notice, apply to the Court by petition for a re-\n\nCompanies Act (2026 Revision)\nSection 219\n\nc\nRevised as at 1st January, 2026\nPage 143\n\nattribution; and the Court may, upon hearing the petition and taking account of\nthe intention of the parties and such other factors as are deemed relevant by it,\norder that the act, matter, deed, agreement, contract, instrument under seal or\nother instrument or arrangement be deemed to be attributable to a particular\nsegregated portfolio or portfolios or to the general assets (if applicable in\nparticular proportions or on a particular basis) and may make such ancillary\norders as may be just and equitable in the case.\n(4) Any indemnity given by a segregated portfolio company in favour of a director\nin respect of a liability incurred by such director on behalf of a segregated\nportfolio shall only be enforceable against the assets of the segregated portfolio\nin respect of which such liability arose.\n219. Assets\n219. (1) The assets of a segregated portfolio company shall be either segregated portfolio\nassets or general assets.\n(2) The segregated portfolio assets comprise the assets of the segregated portfolio\ncompany held within or on behalf of the segregated portfolios of the company.\n(3) The general assets of a segregated portfolio company comprise the assets of the\ncompany which are not segregated portfolio assets.\n(4) The assets of a segregated portfolio comprise \u2014\n(a)\nassets representing the share capital and reserves attributable to the\nsegregated portfolio; and\n(b) all other assets attributable to or held within the segregated portfolio.\n(5) In subsection (4) \u2014\n\u201creserves\u201d includes profits, retained earnings, capital reserves and share\npremiums.\n(6) It shall be the duty of the directors of a segregated portfolio company to establish\nand maintain (or cause to be established and maintained) procedures \u2014\n(a)\nto segregate, and keep segregated, portfolio assets separate and separately\nidentifiable from general assets;\n(b) to segregate, and keep segregated, portfolio assets of each segregated\nportfolio separate and separately identifiable from segregated portfolio\nassets of any other segregated portfolio; and\n(c)\nto ensure that assets and liabilities are not transferred between segregated\nportfolios or between a segregated portfolio and the general assets\notherwise than at full value.\n220. Segregated portfolio assets\n220. Segregated portfolio assets \u2014\n\nSection 221\nCompanies Act (2026 Revision)\n\nPage 144\nRevised as at 1st January, 2026\nc\n\n(a)\nshall only be available and used to meet liabilities to the creditors of the\nsegregated portfolio company and holders of segregated portfolio shares\nwho are creditors or holders of segregated portfolio shares in respect of\nthat segregated portfolio and who shall thereby be entitled to have recourse\nto the segregated portfolio assets attributable to that segregated portfolio\nfor such purposes; and\n(b) shall not be available or used to meet liabilities to, and shall be absolutely\nprotected from, the creditors of the segregated portfolio company and\nholders of segregated portfolio shares who are not creditors or holders of\nsegregated portfolio shares in respect of that segregated portfolio, and who\naccordingly shall not be entitled to have recourse to the segregated\nportfolio assets attributable to that segregated portfolio.\n221. Segregation of liabilities\n221. (1) Where a liability of a segregated portfolio company to a person arises from a\nmatter, or is otherwise imposed, in respect of or attributable to a particular\nsegregated portfolio \u2014\n(a)\nsuch liability shall extend only to, and that person shall, in respect of that\nliability, be entitled to have recourse only to \u2014\n(i)\nfirstly, the segregated portfolio assets attributable to such segregated\nportfolio; and\n(ii) secondly, unless specifically prohibited by the articles of association,\nthe segregated portfolio company\u2019s general assets, to the extent that\nthe segregated portfolio assets attributable to such segregated\nportfolio are insufficient to satisfy the liability, and to the extent that\nthe segregated portfolio company\u2019s general assets exceed any\nminimum capital amounts lawfully required by a regulatory body in\nthe Islands; and\n(b) such liability shall not extend to, and that person shall not, in respect of\nthat liability, be entitled to have recourse to the segregated portfolio assets\nattributable to any other segregated portfolio.\n(2) Where a liability of a segregated portfolio company to a person arises or is\nimposed otherwise than from a matter in respect of a particular segregated\nportfolio or portfolios, such liability shall extend only to, and that person shall,\nin respect of that liability, be entitled to have recourse only to, the company\u2019s\ngeneral assets.\n222. General liabilities and assets\n222. (1) Liabilities of a segregated portfolio company not attributable to any of its\nsegregated portfolios shall be discharged from the company\u2019s general assets.\n\nCompanies Act (2026 Revision)\nSection 223\n\nc\nRevised as at 1st January, 2026\nPage 145\n\n(2) Income, receipts and other property or rights of or acquired by a segregated\nportfolio company not otherwise attributable to any segregated portfolio shall\nbe applied to and comprised in the company\u2019s general assets.\n223. Winding-up of company\n223. (1) Notwithstanding any statutory provision or rule of law to the contrary, in the\nwinding-up of a segregated portfolio company, the liquidator \u2014\n(a)\nshall deal with the company\u2019s assets only in accordance with the\nprocedures set out in section 219(6); and\n(b) in discharge of the claims of creditors of the segregated portfolio company\nand holders of segregated portfolio shares, shall apply the segregated\nportfolio company\u2019s assets to those entitled to have recourse thereto under\nthis Part.\n(2) Section 140 shall be modified so that it shall apply in relation to protected\nsegregated portfolio companies in accordance with this Part and, in the event of\nany conflict between this Part and section 140, this Part shall prevail.\n224. Receivership orders\n224. (1) Subject to subsections (2) to (5), if in relation to a segregated portfolio company,\nthe Court is satisfied \u2014\n(a)\nthat the segregated portfolio assets attributable to a particular segregated\nportfolio of the company (when account is taken of the company\u2019s general\nassets, unless there are no creditors in respect of that segregated portfolio\nentitled to have recourse to the company\u2019s general assets) are or are likely\nto be insufficient to discharge the claims of creditors in respect of that\nsegregated portfolio; and\n(b) that the making of an order under this section would achieve the purposes\nset out in subsection (3),\nthe Court may make a receivership order under this section in respect of that\nsegregated portfolio.\n(2) A receivership order may be made in respect of one or more segregated\nportfolios.\n(3) A receivership order shall direct that the business and segregated portfolio assets\nof or attributable to a segregated portfolio shall be managed by a receiver\nspecified in the order for the purposes of \u2014\n(a)\nthe orderly closing down of the business of or attributable to the segregated\nportfolio; and\n(b) the distribution of the segregated portfolio assets attributable to the\nsegregated portfolio to those entitled to have recourse thereto.\n(4) A receivership order \u2014\n\nSection 225\nCompanies Act (2026 Revision)\n\nPage 146\nRevised as at 1st January, 2026\nc\n\n(a)\nmay not be made if the segregated portfolio company is in winding up; and\n(b) shall cease to be of effect upon commencement of the winding up of the\nsegregated portfolio company, but without prejudice to prior acts of the\nreceiver or that person\u2019s agents.\n(5) No resolution for the voluntary winding up of a segregated portfolio company\nof which any segregated portfolio is subject to a receivership order shall be\neffective without leave of the Court.\n225. Applications for receivership orders\n225. (1) An application for a receivership order in respect of a segregated portfolio of a\nsegregated portfolio company may be made by \u2014\n(a)\nthe company;\n(b) the directors of the company;\n(c)\nany creditor of the company in respect of that segregated portfolio;\n(d) any holder of segregated portfolio shares in respect of that segregated\nportfolio; or\n(e)\nin respect of a company licensed under the regulatory laws, the Cayman\nIslands Monetary Authority where the segregated portfolio company is\nregulated by the Authority.\n(2) The Court, on hearing an application \u2014\n(a)\nfor a receivership order; or\n(b) for leave, pursuant to section 224(5), for a resolution for voluntary winding\nup,\nmay make an interim order or adjourn the hearing, conditionally or\nunconditionally.\n(3) Notice of an application to the Court for a receivership order in respect of a\nsegregated portfolio of a segregated portfolio company shall be served upon \u2014\n(a)\nthe company;\n(b) in respect of a company licensed under the regulatory laws, the Cayman\nIslands Monetary Authority; and\n(c)\nsuch other persons, if any, as the Court may direct,\neach of whom shall be given an opportunity of making representations to the\nCourt before the order is made.\n226. Administration of receivership orders\n226. (1) The receiver of a segregated portfolio \u2014\n(a)\nmay do all such things as may be necessary for the purposes set out in\nsection 224(3); and\n\nCompanies Act (2026 Revision)\nSection 227\n\nc\nRevised as at 1st January, 2026\nPage 147\n\n(b) shall have all the functions and powers of the directors in respect of the\nbusiness and segregated portfolio assets of or attributable to the segregated\nportfolio.\n(2) The receiver may, at any time, apply to the Court \u2014\n(a)\nfor directions as to the extent or exercise of any function or power;\n(b) for the receivership order to be discharged or varied; or\n(c)\nfor an order as to any matter acting in the course of that person\u2019s\nreceivership.\n(3) In exercising that person\u2019s functions and powers the receiver shall be deemed\nto act as the agent of the segregated portfolio company, and shall not incur\npersonal liability except to the extent that that person is fraudulent, reckless,\nnegligent, or acts in bad faith.\n(4) Any person dealing with the receiver in good faith is not concerned to enquire\nwhether the receiver is acting within that person\u2019s powers.\n(5) When an application has been made for, and during the period of operation of,\na receivership order, no suit, action or other proceedings shall be instituted\nagainst the segregated portfolio company in relation to the segregated portfolio\nin respect of which the receivership order was made except by leave of the\nCourt, which may be conditional or unconditional.\n(6) During the period of operation of a receivership order \u2014\n(a)\nthe functions and powers of the directors shall cease in respect of the\nbusiness of or attributable to, and the segregated portfolio assets of or\nattributable to, the segregated portfolio in respect of which the order was\nmade; and\n(b) the receiver of the segregated portfolio shall be entitled to be present at all\nmeetings of the segregated portfolio company and to vote at such\nmeetings, as if that person were a director of the segregated portfolio\ncompany, in respect of the general assets of the company, unless there are\nno creditors in respect of that segregated portfolio entitled to have recourse\nto the company\u2019s general assets.\n227. Discharge of receivership orders\n227. (1) The Court shall not discharge a receivership order unless it appears to the Court\nthat the purpose for which the order was made has been achieved, substantially\nachieved or is incapable of achievement.\n(2) The Court, on hearing an application for the discharge or variation of a\nreceivership order, may make any interim order or adjourn the hearing,\nconditionally or unconditionally.\n(3) Upon the Court discharging a receivership order in respect of a segregated\nportfolio of a segregated portfolio company on the ground that the purpose for\n\nSection 228\nCompanies Act (2026 Revision)\n\nPage 148\nRevised as at 1st January, 2026\nc\n\nwhich the order was made has been achieved or substantially achieved, the\nCourt may direct that any payment made by the receiver to any creditor of the\ncompany in respect of that segregated portfolio shall be deemed full satisfaction\nof the liabilities of the company to that creditor in respect of that segregated\nportfolio, and the creditor\u2019s claims against the company in respect of that\nsegregated portfolio shall be thereby deemed extinguished.\n228. Remuneration of receiver\n228. The remuneration of a receiver and any expenses properly incurred by that person\nshall be payable, in priority to all other claims, from the segregated portfolio assets\nattributable to the segregated portfolio in respect of which the receiver was appointed\nbut not from any other assets of the segregated portfolio company.\n228A. Termination and re-instatement\n228A.(1) Where a segregated portfolio has no segregated portfolio assets or liabilities of\nthe segregated portfolio company attributable to it, the segregated portfolio\ncompany may by resolution of its directors (or such other authority as may be\nprovided for in, and subject to the provisions of, its articles of association)\nterminate such segregated portfolio.\n (2) A segregated portfolio company may by resolution of its directors (or such other\nauthority as may be provided for in, and subject to the provisions of, its articles\nof association) reinstate a segregated portfolio which has been terminated under\nsubsection (1).\nPart 15 \u2013 Prohibition on Bearer Shares\n229. Issue of bearer shares prohibited\n229. (1) Notwithstanding any provision in this Act to the contrary, a company\nincorporated under this Act shall not issue bearer shares.\n(2) In relation to a company which has been struck off the companies register,\nsubsection (1) applies to that company if the company is reinstated.\n(3) An order of the Court shall not permit a company which has been struck off the\ncompanies register to be reinstated with bearer shares in issue.\n(4) Bearer shares issued prior to the commencement of the Companies\n(Amendment) (No. 3) Act, 2020 [Act 60 of 2020] or issued contrary to subsection\n(1) shall be void.\n230. Repealed\n230. Repealed by section 5 of the Companies (Amendment) (No. 3) Act, 2020 [Act 60 of\n2020].\n\nCompanies Act (2026 Revision)\nSection 231\n\nc\nRevised as at 1st January, 2026\nPage 149\n\n231. Repealed\n231. Repealed by section 5 of the Companies (Amendment) (No. 3) Act, 2020 [Act 60 of\n2020].\n231A. Repealed\n231A. Repealed by section 5 of the Companies (Amendment) (No. 3) Act, 2020 [Act 60 of\n2020].\nPART 16 \u2013 Merger, Consolidation and Conversion\n232. Definitions in this Part\n232. In this Part \u2014\n\u201cconsolidated company\u201d means the new company that results from the\nconsolidation of two or more constituent companies;\n\u201cconsolidation\u201d means the combination of two or more constituent companies\ninto a consolidated company and the vesting of the undertaking, property and\nliabilities of such companies in the consolidated company;\n\u201cconstituent company\u201d means a company that is participating in a merger or\nconsolidation with one or more other companies;\n\u201cfoundation company\u201d means a company which is issued a declaration that it\nis a foundation company under section 5 of the Foundation Companies Act\n(2025 Revision);\n\u201cLLC agreement\u201d has the meaning assigned by section 2 of the Limited\nLiability Companies Act (2025 Revision);\n\u201cmerger\u201d means the merging of two or more constituent companies and the\nvesting of their undertaking, property and liabilities in one of such companies\nas the surviving company;\n\u201cparent company\u201d means, with respect to another company, a company that\nholds issued shares that together represent at least ninety per cent of the votes at\na general meeting of that other company;\n\u201csubsidiary company\u201d means, with respect to another company, a company of\nwhich that other company is the parent company; and\n\u201csurviving company\u201d means the sole remaining constituent company into\nwhich one or more other constituent companies are merged.\n\nSection 233\nCompanies Act (2026 Revision)\n\nPage 150\nRevised as at 1st January, 2026\nc\n\n233. Merger and consolidation\n233. (1) Without prejudice to sections 86 and 87, but subject to section 239A, two or\nmore companies limited by shares and incorporated under this Act, may, subject\nto any express provisions to the contrary in the memorandum and articles of\nassociation of any of such companies, merge or consolidate in accordance with\nsubsections (3) to (15).\n(2) Nothing in this Part shall derogate from the Authority\u2019s powers in relation to\nany constituent company that is a licensee under the regulatory laws and that\nproposes to participate in a merger or consolidation, or from a constituent\ncompany\u2019s obligations under the regulatory laws.\n(3) The directors of each constituent company that proposes to participate in a\nmerger or consolidation shall on behalf of the constituent company of which\nthey are directors approve a written plan of merger or consolidation.\n(4) The plan referred to in subsection (3) shall give particulars of the following\nmatters \u2014\n(a)\nthe name of each constituent company and the name of the surviving or\nconsolidated company;\n(b) the registered office of each constituent company;\n(c)\nin respect of each constituent company, the designation and number of\neach class of shares;\n(d) the date on which it is intended that the merger or consolidation is to take\neffect, if it is intended to take effect in accordance with section 234, and\nnot in accordance with subsection (13);\n(e)\nthe terms and conditions of the proposed merger or consolidation,\nincluding where applicable, the manner and basis of converting shares in\neach constituent company into shares in the consolidated or surviving\ncompany or into other property as provided in subsection (5);\n(f)\nthe rights and restrictions attaching to the shares in the consolidated or\nsurviving company;\n(g) in respect of a merger, any proposed amendments to the memorandum of\nassociation and articles of association of the surviving company, or if none\nare proposed, a statement that the memorandum of association and articles\nof association of the surviving company immediately prior to merger shall\nbe its memorandum of association and articles of association after the\nmerger;\n(h) in respect of a consolidation, the proposed new memorandum of\nassociation and articles of association of the consolidated company;\n(i)\nany amount or benefit paid or payable to any director of a constituent\ncompany, a consolidated company or a surviving company consequent\nupon the merger or consolidation;\n\nCompanies Act (2026 Revision)\nSection 233\n\nc\nRevised as at 1st January, 2026\nPage 151\n\n(j)\nthe name and address of any secured creditor of a constituent company and\nof the nature of the secured interest held; and\n(k) the names and addresses of the directors of the surviving or consolidated\ncompany.\n(5) Some or all of the shares whether of different classes or of the same class in\neach constituent company may be converted into or exchanged for different\ntypes of property (consisting of shares, debt obligations or other securities in the\nsurviving company or consolidated company or any other corporate entity, or\nmoney or other property, or a combination thereof) as provided in the plan of\nmerger or consolidation.\n(6) A plan of merger or consolidation shall be authorised by each constituent\ncompany by way of \u2014\n(a)\na special resolution of the members of each such constituent company; and\n(b) such other authorisation, if any, as may be specified in such constituent\ncompany\u2019s articles of association.\n(7) Notwithstanding subsection (6)(a), if a parent company incorporated under this\nAct is seeking to merge with one or more of its subsidiary companies\nincorporated under this Act, a special resolution under that subsection of the\nmembers of such constituent companies is not required if a copy of the plan of\nmerger is given to every member of each subsidiary company to be merged\nunless that member agrees otherwise.\n(8) The consent of each holder of a fixed or floating security interest of a constituent\ncompany in a proposed merger or consolidation shall be obtained but if such\nsecured creditor does not grant that person\u2019s consent then the Court may upon\napplication of the constituent company that has issued the security waive the\nrequirement for such consent upon such terms as to security to be issued by the\nconsolidated or surviving company or otherwise as the Court considers\nreasonable.\n(9) After obtaining any authorisations and consents under subsections (6) and (8),\nthe plan of merger or consolidation shall be signed by a director on behalf of\neach constituent company and filed with the Registrar together with, in relation\nto each constituent company \u2014\n(a)\na certificate of good standing;\n(b) a director\u2019s declaration that the constituent company is, and the\nconsolidated or surviving company will be, immediately after merger or\nconsolidation, able to pay its debts as they fall due;\n(c)\na director\u2019s declaration that the merger or consolidation is bona fide and\nnot intended to defraud unsecured creditors of the constituent companies;\n(d) a director\u2019s declaration that \u2014\n\nSection 233\nCompanies Act (2026 Revision)\n\nPage 152\nRevised as at 1st January, 2026\nc\n\n(i)\nno petition or other similar proceeding has been filed and remains\noutstanding, and that no order has been made or resolution adopted\nto wind up the company in any jurisdiction;\n(ii) no receiver, trustee, administrator or other similar person has been\nappointed in any jurisdiction and is acting in respect of the\nconstituent company, its affairs, or its property or any part\nthereof; and\n(iii) no scheme, order, compromise or other similar arrangement has been\nentered into or made in any jurisdiction whereby the rights of\ncreditors of the constituent company are, and continue to be,\nsuspended or restricted;\n(e)\na director\u2019s declaration of the assets and liabilities of the constituent\ncompany made up to the latest practicable date before the making of the\ndeclaration;\n(f)\nin the case of a constituent company that is not a surviving company, a\ndirector\u2019s declaration that the constituent company has retired from any\nfiduciary office held or will do so immediately prior to merger or\nconsolidation;\n(g) an undertaking that a copy of the certificate of merger or consolidation\nunder subsection (11) will be given to the members and creditors of the\nconstituent company and that notification of the merger or consolidation\nwill be published in the Gazette; and\n(h) a director\u2019s declaration, where relevant, that the constituent company has\ncomplied with any applicable requirements under the regulatory laws.\n(10) A director\u2019s declaration under subsection (9) shall be in writing, signed by, and\nshall include the full name and address of, the director making the declaration.\n(11) Upon payment of the applicable fees under this Act and upon the Registrar being\nsatisfied that the requirements of subsection (9) in respect of the merger or\nconsolidation have been complied with and that the name of the consolidated\ncompany complies with section 30, the Registrar shall register the plan of\nmerger or consolidation including any new or amended memorandum and\narticles of association and issue a certificate of merger or consolidation under\nthat person\u2019s hand and seal of office, and in the case of a consolidation\nsection 27 shall apply in relation to the consolidated company.\n(12) A certificate of merger or consolidation issued by the Registrar shall be prima\nfacie evidence of compliance with all requirements of this Act in respect of the\nmerger or consolidation.\n(13) Subject to section 234, a merger or consolidation shall be effective on the date\nthe plan of merger or consolidation is registered by the Registrar.\n\nCompanies Act (2026 Revision)\nSection 233A\n\nc\nRevised as at 1st January, 2026\nPage 153\n\n(14) A person who, being a director, makes a false declaration under subsection (9)\ncommits an offence and is liable on summary conviction to a fine of twenty\nthousand dollars or to imprisonment for five years, or both.\n(15) In any proceedings for an offence under subsection (14) it shall be a defence for\nthe person charged to prove that that person took all reasonable precautions and\nexercised all due diligence to avoid the commission of such an offence by that\nperson or any person under that person\u2019s control.\n(16) Any director\u2019s declaration pursuant to this section may be given in the form of\na declaration or an affidavit, as the director may determine.\n\n233A. Conversion of a limited liability company to an exempted company\n233A.(1) Subject to this section, a limited liability company (the \u201cconversion applicant\u201d)\nmay be re-registered as an exempted company if \u2014\n(a)  the conversion applicant \u2014\n(i)  resolves to be so re-registered upon the affirmative vote or written\nconsent of at least two-thirds of the members of the conversion\napplicant; or\n(ii)  is expressly permitted in the conversion applicant\u2019s LLC agreement\nto provide an alternative vote, written consent or any other form of\nauthorisation for the conversion (the \u201cconversion consent\u201d) as may\nbe provided for in the agreement; and\n(b)  the conversion applicant applies to the Registrar for re-registration and\nsubmits the documents under subsection (3).\n(2)  The conversion consent under subsection (1)(a) shall adopt \u2014\n(a)  a registration declaration for the conversion applicant as an exempted\ncompany; and\n(b)  memorandum and articles of association in conformity with the\nrequirements of this Act to take effect upon re-registration of the\nconversion applicant.\n(3)  The application shall be signed by a manager or authorised person of the\nconversion applicant and accompanied by a copy of the registration declaration\nunder subsection (2)(a) and a certificate of good standing for the conversion\napplicant.\n(4)  The conversion applicant shall submit with an application under subsection\n(1)(b) a re-registration fee equal to the annual fee payable by an exempted\ncompany pursuant to section 169(1).\n\nSection 233A\nCompanies Act (2026 Revision)\n\nPage 154\nRevised as at 1st January, 2026\nc\n\n(5)  If, on an application under this section, the Registrar is satisfied that a\nconversion applicant may be re-registered under this section as an exempted\ncompany, the Registrar shall \u2014\n(a)  retain (in a form that the Registrar may determine) the application and\nother documents delivered to the Registrar under this section;\n(b)  issue to the conversion applicant a certificate of re-registration stating that\nthe conversion applicant has been re-registered as an exempted company;\nand\n(c)  enter details in the Register in respect of the exempted company\u2019s reregistration as the Registrar considers appropriate.\n(6)  Subject to subsection (7), upon the issue of a certificate of re-registration to an\nexempted company under subsection (5)(b) \u2014\n(a)  the conversion applicant, by virtue of the issue of that certificate, becomes\nan exempted company;\n(b)  the memorandum and articles of association adopted in the conversion\nconsent shall take effect, the conversion applicant shall cease to be\nregistered as a limited liability company (and the register of limited\nliability companies shall be updated accordingly) and the LLC agreement\nof the conversion applicant shall cease to have effect;\n(c)  the members of the conversion applicant shall be deemed shareholders of\nthe exempted company and shall receive shares with a nominal or par\nvalue, at a discount or at a premium as is provided in the conversion\nconsent under subsection (1)(a); and\n(d)  any tax undertaking given to the conversion applicant pursuant to section\n58 of the Limited Liability Companies Act (2025 Revision) shall not apply\nfrom the date of the re-registration and the exempted company may apply\nfor an undertaking pursuant to section 6 of the Tax Concessions Act (2018\nRevision).\n(7)  Subsection (6) shall not operate \u2014\n(a)\n to create a new legal entity;\n(b)  to prejudice or affect the identity or continuity of the conversion applicant;\n(c)  to affect the property of the conversion applicant;\n(d)  to affect any appointment made, resolution passed or any other act or thing\ndone in relation to the conversion applicant pursuant to a power conferred\nby the LLC agreement of the conversion applicant or by the laws of the\nIslands;\n(e)  except to the extent provided by or pursuant to subsection (6)(b), to affect\nthe rights, powers, authorities, functions and liabilities or obligations of\nthe conversion applicant or any other person; or\n\nCompanies Act (2026 Revision)\nSection 233B\n\nc\nRevised as at 1st January, 2026\nPage 155\n\n(f)  to render defective any legal proceedings by or against the conversion\napplicant.\n(8)  Any legal proceedings that could have been continued or commenced by or\nagainst the conversion applicant before its re-registration under this section may,\nnotwithstanding the re-registration, be continued or commenced by or against\nthe conversion applicant after re-registration.\n(9)  A certificate of re-registration issued under this section is conclusive evidence\nthat \u2014\n(a)  the requirements of this Act in respect of registration and of matters\nprecedent and incidental thereto have been complied with; and\n(b)  the conversion applicant is an exempted company.\n\n233B. Conversion of a foundation company to an exempted company\n233B.(1) Subject to this section, a foundation company (the \u201cconversion applicant\u201d)\nmay be re-registered as an exempted company if \u2014\n(a)  the conversion applicant passes a special resolution that it should be so reregistered; and\n(b)  the conversion applicant applies to the Registrar for re-registration and\nsubmits the documents specified by the Registrar under subsection (3).\n(2)  The special resolution under subsection (1)(a) shall adopt \u2014\n(a)  a registration declaration for the conversion applicant as an exempted\ncompany; and\n(b)  memorandum and articles of association in conformity with the\nrequirements of this Act to take effect upon re-registration of the\nconversion applicant.\n(3)  An application under subsection (1)(b) shall be signed by a director or\nauthorised person of the conversion applicant, and accompanied by a copy of\nthe registration declaration under subsection (2)(a) and a certificate of good\nstanding for the conversion applicant.\n(4)  The conversion applicant shall submit with an application under subsection\n(1)(b), a re-registration fee equal to the annual fee payable by an exempted\ncompany pursuant to section 169(1).\n(5)  If, on an application under this section, the Registrar is satisfied that a\nconversion applicant may be re-registered under this section as an exempted\ncompany, the Registrar shall \u2014\n(a)  retain (in such form as the Registrar may determine) the application and\nother documents delivered to the Registrar under this section;\n\nSection 233B\nCompanies Act (2026 Revision)\n\nPage 156\nRevised as at 1st January, 2026\nc\n\n(b)  issue to the conversion applicant a certificate of re-registration stating that\nthe conversion applicant has been re-registered as an exempted company;\nand\n(c)  enter such details in the Register in respect of the exempted company\u2019s reregistration as the Registrar considers appropriate.\n(6)  Subject to subsection (7), upon the issue of a certificate of re-registration to an\nexempted company under subsection (5)(b) \u2014\n(a)  the conversion applicant, by virtue of the issue of that certificate, becomes\nan exempted company;\n(b)  the memorandum and articles of association adopted in the special\nresolution shall take effect and the conversion applicant shall cease to be\nregistered as a foundation company (and the register of foundation\ncompanies shall be updated accordingly) and the memorandum and\nadopted articles of the conversion applicant shall cease to have effect; and\n(c)  any tax undertaking given to the conversion applicant shall not apply from\nthe date of the re-registration and the exempted company may apply to the\nCabinet for an undertaking pursuant to section 6 of the Tax Concessions\nAct (2018 Revision).\n(7)  Subsection (6) shall not operate \u2014\n(a)  to create a new legal entity;\n(b)  to prejudice or affect the identity or continuity of the conversion applicant;\n(c)  to affect the property of the conversion applicant;\n(d)  to affect any appointment made, resolution passed or any other act or thing\ndone in relation to the conversion applicant pursuant to a power conferred\nby the memorandum and the adopted articles of the conversion applicant\nor by the laws of the Islands;\n(e)  except to the extent provided by or pursuant to subsection (6)(b), to affect\nthe rights, powers, authorities, functions and liabilities or obligations of\nthe conversion applicant or any other person; or\n(f)  to render defective any legal proceedings by or against the conversion\napplicant, and any legal proceedings that could have been continued or\ncommenced by or against the conversion applicant before its reregistration hereunder may, notwithstanding the re-registration, be\ncontinued or commenced by or against the conversion applicant after reregistration.\n(8)  A certificate of re-registration issued under this section is conclusive evidence\nthat \u2014\n(a)  the requirements of this Act in respect of registration and of matters\nprecedent and incidental thereto have been complied with; and\n\nCompanies Act (2026 Revision)\nSection 234\n\nc\nRevised as at 1st January, 2026\nPage 157\n\n(b)  the conversion applicant is an exempted company.\n234. Delay of effective date\n234. A plan of merger or consolidation may provide that such merger or consolidation\nshall not become effective until a specified date or until the date of the occurrence of\na specified event subsequent to the date on which the plan of merger or consolidation\nis registered by the Registrar, but such date shall not be a date later than the ninetieth\nday after the date of such registration.\n235. Termination or amendment\n235. (1) A plan of merger or consolidation may contain a provision that at any time prior\nto the date that the plan becomes effective it may be \u2014\n(a)\nterminated by the directors of any constituent company; or\n(b) amended by the directors of the constituent companies to \u2014\n(i)\nchange the name of the consolidated company;\n(ii) change the effective date of the merger or consolidation, provided\nthat the new effective date complies with section 234; and\n(iii) effect any other changes to the plan as the plan may expressly\nauthorise the directors to effect in their discretion.\n(2) If the plan of merger or consolidation is terminated or amended after it has been\nfiled with the Registrar but before it has become effective, notice of termination\nor amendment of the plan shall be filed with the Registrar, and shall have effect\non the date of registration by the Registrar after that person has satisfied that\nperson\u2019s self in accordance with section 233(11).\n(3) A copy of the notice under subsection (2) shall be sent to any person entitled to\nvote on, consent to or be notified of the plan of merger or consolidation in\naccordance with section 233.\n(4) The notice of termination or amendment filed in accordance with subsection (2)\nshall identify the plan of merger or consolidation that is to be terminated or\namended and shall state that the plan has been terminated or state the\namendments made and in the former case, the Registrar shall issue a certificate\nof termination.\n236. Effect of merger or consolidation\n236. (1) As soon as a merger or consolidation becomes effective \u2014\n(a)\nin the case of a consolidation, the new memorandum of association and\narticles of association filed with the plan of consolidation shall\nimmediately become the memorandum of association and articles of\nassociation of the consolidated company;\n\nSection 237\nCompanies Act (2026 Revision)\n\nPage 158\nRevised as at 1st January, 2026\nc\n\n(b) the rights, the property of every description including choses in action, and\nthe business, undertaking, goodwill, benefits, immunities and privileges of\neach of the constituent companies, shall immediately vest in the surviving\nor consolidated company; and\n(c)\nsubject to any specific arrangements entered into by the relevant parties,\nthe surviving or consolidated company shall be liable for and subject, in\nthe same manner as the constituent companies, to all mortgages, charges\nor security interests, and all contracts, obligations, claims, debts, and\nliabilities of each of the constituent companies.\n(2) Where a merger or consolidation occurs \u2014\n(a)\nan existing claim, cause or proceeding, whether civil (including\narbitration) or criminal pending at the time of the merger or consolidation\nby or against a constituent company, shall not be abated or discontinued\nby the merger or consolidation but shall be continued by or against the\nsurviving or consolidated company; and\n(b) a conviction, judgment, ruling, order or claim, due or to become due,\nagainst a constituent company, shall not be released or impaired by the\nmerger or consolidation, but shall apply to the surviving or consolidated\ncompany instead of to the constituent company.\n(3) Upon a merger or consolidation becoming effective, the Registrar shall strike\noff the register \u2014\n(a)\na constituent company that is not the surviving company in a merger; or\n(b) a constituent company that participates in a consolidation,\nand section 158 shall apply.\n(4) The cessation of a constituent company that participates in a consolidation or\nthat is not the surviving company in a merger shall not be a winding up within\nPart 5.\n237. Merger or consolidation with overseas company\n237. (1) Subject to section 239A, one or more companies incorporated under this Act\nmay merge or consolidate with one or more overseas companies in accordance\nwith subsections (2) to (18).\n(2) Where the surviving or consolidated company is to be a company existing under\nthis Act, in addition to compliance by each constituent company incorporated\nunder this Act with section 233(3) to (10) the Registrar is required to be satisfied\nin respect of any constituent overseas company that \u2014\n(a)\nthe merger or consolidation is permitted or not prohibited by the\nconstitutional documents of the constituent overseas company and by the\nlaws of the jurisdiction in which the constituent overseas company is\n\nCompanies Act (2026 Revision)\nSection 237\n\nc\nRevised as at 1st January, 2026\nPage 159\n\nexisting, and that those laws and any requirements of those constitutional\ndocuments have been or will be complied with;\n(b) no petition or other similar proceeding has been filed and remains\noutstanding, and no order has been made or resolution adopted to wind up\nor liquidate the constituent overseas company in the jurisdiction in which\nthe constituent overseas company is existing;\n(c)\nno receiver, trustee, administrator or other similar person has been\nappointed in any jurisdiction and is acting in respect of the constituent\noverseas company, its affairs or its property or any part thereof;\n(d) no scheme, order, compromise or other similar arrangement has been\nentered into or made in any jurisdiction whereby the rights of creditors of\nthe constituent overseas company are and continue to be suspended or\nrestricted;\n(e)\nthe constituent overseas company is able to pay its debts as they fall due\nand the merger or consolidation is bona fide and not intended to defraud\nunsecured creditors of the constituent overseas company;\n(f)\nin respect of the transfer of any security interest granted by the constituent\noverseas company to the surviving or consolidated company \u2014\n(i)\nconsent or approval to the transfer has been obtained, released or\nwaived;\n(ii) the transfer is permitted by and has been approved in accordance with\nthe constitutional documents of the constituent overseas company;\nand\n(iii) the laws of the jurisdiction of the constituent overseas company with\nrespect to the transfer have been or will be complied with;\n(g) the constituent overseas company will, upon the merger or consolidation\nbecoming effective, cease to be incorporated, registered or exist under the\nlaws of the relevant foreign jurisdiction; and\n(h) there is no other reason why it would be against the public interest to\npermit the merger or consolidation.\n(3) Subsection (2)(a) to (g) shall be satisfied by filing with the Registrar a\ndeclaration of a director of the surviving or consolidated company to the effect\nthat, having made due enquiry, that person is of the opinion that the\nrequirements of those paragraphs have been met; and \u2014\n(a)\nthe declaration shall include a statement of the assets and liabilities of the\nconstituent overseas company made up to the latest practicable date before\nmaking the declaration; and\n(b) a director of the surviving or consolidated company shall be deemed to\nhave made due enquiry for the purposes of subsection (2)(a) to (g) and this\nsubsection if such director has obtained from a director of the constituent\n\nSection 237\nCompanies Act (2026 Revision)\n\nPage 160\nRevised as at 1st January, 2026\nc\n\noverseas company a declaration that the requirements of subsection 2(a)\nto (g) have been met with respect to such constituent overseas company.\n(4) A person who, being a director, makes a false declaration under subsection (3)\ncommits an offence and is liable on summary conviction to a fine of twenty\nthousand dollars or to imprisonment for five years, or both.\n(5) In any proceedings for an offence under subsection (4), it shall be a defence for\nthe person charged to prove that that person took all reasonable precautions and\nexercised all due diligence to avoid the commission of such an offence by that\nperson or any person under that person\u2019s control.\n(6) Where the surviving or consolidated company is to be established under this\nAct, upon payment of the applicable fees under this Act and upon the Registrar\nbeing satisfied that the requirements of subsection (2) in respect of the merger\nor consolidation have been complied with and that the name of the consolidated\ncompany complies with section 30, the Registrar shall register the plan of\nmerger or consolidation including any new or amended memorandum and\narticles of association and issue a certificate of merger or consolidation under\nthat person\u2019s hand and seal of office, and in the case of a consolidation\nsection 27 shall apply in relation to the consolidated company.\n(7) Where the surviving or consolidated company is to be an overseas company the\nRegistrar is required to be satisfied, in addition to compliance with\nsection 233(2) to (10) (excluding section 233(9)(g)), by each constituent\ncompany incorporated under this Act, that \u2014\n(a)\nthe merger or consolidation is permitted or not prohibited by the\nconstitutional documents of the constituent overseas company and by the\nlaws of the jurisdiction in which the constituent overseas company is\nexisting, and that those laws and any requirements of those constitutional\ndocuments have been or will be complied with;\n(b) no petition or other similar proceeding has been filed and remains\noutstanding, and no order has been made or resolution adopted to wind up\nor liquidate the constituent overseas company in any jurisdiction;\n(c)\nno receiver, trustee, administrator or other similar person has been\nappointed in any jurisdiction and is acting in respect of the surviving\ncompany, its affairs or its property or any part thereof;\n(d) no scheme, order, compromise or other similar arrangement has been\nentered into or made in any jurisdiction whereby the rights of creditors of\nthe surviving company are suspended or restricted; and\n(e)\nthere are no reasons why it would be against the public interest to allow\nthe merger or consolidation.\n(8) Subsection (7)(a) to (d) shall be satisfied by filing with the Registrar a\ndeclaration of a director of each constituent company incorporated under this\n\nCompanies Act (2026 Revision)\nSection 237\n\nc\nRevised as at 1st January, 2026\nPage 161\n\nAct to the effect that, having made due enquiry, that person is of the opinion\nthat the requirements of those paragraphs have been met; and a director of each\nconstituent company incorporated under this Act shall be deemed to have made\ndue enquiry for the purposes of subsection (7)(a) to (d) and this subsection (8)\nif such director has obtained from a director of the constituent overseas company\na declaration that the requirements of subsection (7)(a) to (d) have been met\nwith respect to such constituent overseas company.\n(9) A person who, being a director, makes a false declaration under subsection (8)\ncommits an offence and is liable on conviction to a fine of twenty thousand\ndollars or to imprisonment for five years, or both.\n(10) Where the surviving or consolidated company is to be an overseas company, the\nsurviving or consolidated overseas company shall file with the Registrar \u2014\n(a)\nan undertaking that it will promptly pay to the dissenting members of a\nconstituent company incorporated under this Act the amount, if any, to\nwhich they are entitled under section 238; and\n(b) such evidence of the merger or consolidation from the jurisdiction of the\nsurviving or consolidated overseas company as the Registrar considers\nacceptable, such evidence to include the effective date of the merger or\nconsolidation.\n(11) The effect of a merger or consolidation where the surviving or consolidated\ncompany is to be an overseas company under this section is the same as in the\ncase of a merger or consolidation under this Part if the surviving or consolidated\ncompany is incorporated or established under this Act, and all of the relevant\nprovisions of this Part apply, except insofar as the laws of the jurisdiction of the\nsurviving or consolidated overseas company otherwise provide.\n(12) For the purposes of this section \u2014\n(a)\nany references in section 233 to the shares of any constituent company\nshall be deemed to include references to any other equity interests in such\nconstituent company;\n(b) any references in section 233 to memoranda and articles of association\nshall be deemed to include references to the equivalent organisational\ndocuments of an overseas company; and\n(c)\nany reference in section 233 or this section to a director of a company shall\nbe deemed to include a reference to any officer, member or other person\n(howsoever called) in whom the management of an overseas company is\nvested.\n(13) Where the surviving or consolidated company is to be an overseas company,\nupon payment of the applicable fees under this Act and upon the Registrar being\nsatisfied that the requirements of subsections (7) and (10) have been complied\nwith the Registrar shall, where the overseas company is the surviving or\n\nSection 238\nCompanies Act (2026 Revision)\n\nPage 162\nRevised as at 1st January, 2026\nc\n\nconsolidated company, strike off constituent companies incorporated pursuant\nto this Act from the register and issue a certificate of strike off by way of merger\nor consolidation with an overseas company; and section 158 shall apply to the\nconstituent companies so struck off.\n(14) A certificate of strike off by way of merger or consolidation with an overseas\ncompany issued by the Registrar shall be prima facie evidence of compliance\nwith all requirements of this Act in respect of such merger or consolidation.\n(15) Subject to section 234, a merger or consolidation shall be effective on the date\nthe plan of merger or consolidation is registered by the Registrar.\n(16) The issuance of a certificate of merger or consolidation relating to the merger\nor consolidation of an overseas company registered under Part 9 shall be deemed\nto constitute notice to the Registrar pursuant to section 192.\n(17) Any declaration of a director pursuant to this section may be given in the form\nof a declaration or an affidavit, as the director may determine.\n(18) The Registrar shall submit a copy of the certificate of strike off by way of merger\nor consolidation issued under subsection (13) to the Authority.\n238. Rights of dissenters\n238. (1) A member of a constituent company incorporated under this Act shall be entitled\nto payment of the fair value of that person\u2019s shares upon dissenting from a\nmerger or consolidation.\n(2) A member who desires to exercise that person\u2019s entitlement under\nsubsection (1) shall give to the constituent company, before the vote on the\nmerger or consolidation, written objection to the action.\n(3) An objection under subsection (2) shall include a statement that the member\nproposes to demand payment for that person\u2019s shares if the merger or\nconsolidation is authorised by the vote.\n(4) Within twenty days immediately following the date on which the vote of\nmembers giving authorisation for the merger or consolidation is made, the\nconstituent company shall give written notice of the authorisation to each\nmember who made a written objection.\n(5) A member who elects to dissent shall, within twenty days immediately\nfollowing the date on which the notice referred to in subsection (4) is given, give\nto the constituent company a written notice of that person\u2019s decision to dissent,\nstating \u2014\n(a)\nthat person\u2019s name and address;\n(b) the number and classes of shares in respect of which that person dissents;\nand\n(c)\na demand for payment of the fair value of that person\u2019s shares.\n\nCompanies Act (2026 Revision)\nSection 238\n\nc\nRevised as at 1st January, 2026\nPage 163\n\n(6) A member who dissents shall do so in respect of all shares that that person holds\nin the constituent company.\n(7) Upon the giving of a notice of dissent under subsection (5), the member to\nwhom the notice relates shall cease to have any of the rights of a member except\nthe right to be paid the fair value of that person\u2019s shares and the rights referred\nto in subsections (12) and (16).\n(8) Within seven days immediately following the date of the expiration of the period\nspecified in subsection (5), or within seven days immediately following the date\non which the plan of merger or consolidation is filed, whichever is later, the\nconstituent company, the surviving company or the consolidated company shall\nmake a written offer to each dissenting member to purchase that person\u2019s shares\nat a specified price that the company determines to be their fair value; and if,\nwithin thirty days immediately following the date on which the offer is made,\nthe company making the offer and the dissenting member agree upon the price\nto be paid for that person\u2019s shares, the company shall pay to the member the\namount in money forthwith.\n(9) If the company and a dissenting member fail, within the period specified in\nsubsection (8), to agree on the price to be paid for the shares owned by the\nmember, within twenty days immediately following the date on which the\nperiod expires \u2014\n(a)\nthe company shall (and any dissenting member may) file a petition with\nthe Court for a determination of the fair value of the shares of all dissenting\nmembers; and\n(b) the petition by the company shall be accompanied by a verified list\ncontaining the names and addresses of all members who have filed a notice\nunder subsection (5) and with whom agreements as to the fair value of their\nshares have not been reached by the company.\n(10) A copy of any petition filed under subsection (9)(a) shall be served on the other\nparty; and where a dissenting member has so filed, the company shall within ten\ndays after such service file the verified list referred to in subsection (9)(b).\n(11) At the hearing of a petition, the Court shall determine the fair value of the shares\nof such dissenting members as it finds are involved, together with a fair rate of\ninterest, if any, to be paid by the company upon the amount determined to be\nthe fair value.\n(12) Any member whose name appears on the list filed by the company under\nsubsection (9)(b) or (10) and who the Court finds are involved may participate\nfully in all proceedings until the determination of fair value is reached.\n(13) The order of the Court resulting from proceeding on the petition shall be\nenforceable in such manner as other orders of the Court are enforced, whether\nthe company is incorporated under the laws of the Islands or not.\n\nSection 239\nCompanies Act (2026 Revision)\n\nPage 164\nRevised as at 1st January, 2026\nc\n\n(14) The costs of the proceeding may be determined by the Court and taxed upon the\nparties as the Court deems equitable in the circumstances; and upon application\nof a member, the Court may order all or a portion of the expenses incurred by\nany member in connection with the proceeding, including reasonable attorneys\u2019\nfees and the fees and expenses of experts, to be charged pro rata against the\nvalue of all the shares which are the subject of the proceeding.\n(15) Shares acquired by the company pursuant to this section shall be cancelled and,\nif they are shares of a surviving company, they shall be available for re-issue.\n(16) The enforcement by a member of that person\u2019s entitlement under this section\nshall exclude the enforcement by the member of any right to which that person\nmight otherwise be entitled by virtue of that person holding shares, except that\nthis section shall not exclude the right of the member to institute proceedings to\nobtain relief on the ground that the merger or consolidation is void or unlawful.\n239. Limitation on rights of dissenters\n239. (1) No rights under section 238 shall be available in respect of the shares of any\nclass for which an open market exists on a recognised stock exchange or\nrecognised interdealer quotation system at the expiry date of the period allowed\nfor written notice of an election to dissent under section 238(5), but this section\nshall not apply if the holders thereof are required by the terms of a plan of merger\nor consolidation pursuant to section  233 or 237 to accept for such shares\nanything except \u2014\n(a)\nshares of a surviving or consolidated company, or depository receipts in\nrespect thereof;\n(b) shares of any other company, or depository receipts in respect thereof,\nwhich shares or depository receipts at the effective date of the merger or\nconsolidation, are either listed on a national securities exchange or\ndesignated as a national market system security on a recognised interdealer\nquotation system or held of record by more than two thousand holders;\n(c)\ncash in lieu of fractional shares or fractional depository receipts described\nin paragraphs (a) and (b); or\n(d) any combination of the shares, depository receipts and cash in lieu of\nfractional shares or fractional depository receipts described in\nparagraphs (a), (b) and (c).\n(2) Repealed by section 11 of the Companies (Amendment) (No. 2) Act, 2018 [Law\n46 of 2018].\n239A. Prohibition on being a segregated portfolio company\n239A. No constituent company incorporated under this Act or any consolidated company\nexisting under this Act may be a segregated portfolio company.\n\nCompanies Act (2026 Revision)\nSection 240\n\nc\nRevised as at 1st January, 2026\nPage 165\n\nPART 17 - International Co-operation\n240. Definitions in this Part\n240. In this Part \u2014\n\u201cdebtor\u201d means a foreign corporation or other foreign legal entity subject to a\nforeign bankruptcy proceeding in the country in which it is incorporated or\nestablished;\n\u201cforeign bankruptcy proceeding\u201d includes proceedings for the purpose of\nreorganising or rehabilitating an insolvent debtor; and\n\u201cforeign representative\u201d means a trustee, liquidator or other official appointed\nin respect of a debtor for the purposes of a foreign bankruptcy proceeding.\n241. Ancillary orders\n241. (1) Upon the application of a foreign representative the Court may make orders\nancillary to a foreign bankruptcy proceeding for the purposes of \u2014\n(a)\nrecognising the right of a foreign representative to act in the Islands on\nbehalf of or in the name of a debtor;\n(b) enjoining the commencement or staying the continuation of legal\nproceedings against a debtor;\n(c)\nstaying the enforcement of any judgment against a debtor;\n(d) requiring a person in possession of information relating to the business or\naffairs of a debtor to be examined by and produce documents to its foreign\nrepresentative; and\n(e)\nordering the turnover to a foreign representative of any property belonging\nto a debtor.\n(2) An ancillary order may only be made under subsection (1)(d) against \u2014\n(a)\nthe debtor itself; or\n(b) a person who was or is a relevant person as defined in section 103(1).\n242. Criteria upon which the Court\u2019s discretion shall be exercised\n242. (1) In determining whether to make an ancillary order under section 241, the Court\nshall be guided by matters which will best assure an economic and expeditious\nadministration of the debtor\u2019s estate, consistent with \u2014\n(a)\nthe just treatment of all holders of claims against or interests in a debtor\u2019s\nestate wherever they may be domiciled;\n(b) the protection of claim holders in the Islands against prejudice and\ninconvenience in the processing of claims in the foreign bankruptcy\nproceeding;\n\nSection 243\nCompanies Act (2026 Revision)\n\nPage 166\nRevised as at 1st January, 2026\nc\n\n(c)\nthe prevention of preferential or fraudulent dispositions of property\ncomprised in the debtor\u2019s estate;\n(d) the distribution of the debtor\u2019s estate amongst creditors substantially in\naccordance with the order prescribed by Part 5;\n(e)\nthe recognition and enforcement of security interests created by the debtor;\n(f)\nthe non-enforcement of foreign taxes, fines and penalties; and\n(g) comity.\n(2) In the case of a debtor which is registered under Part 9, the Court shall not make\nan ancillary order under section 241 without also considering whether it should\nmake a winding up order under Part 5 in respect of its local branch.\n243. Publication of foreign bankruptcy proceedings\n243. (1) Where a company incorporated under Part 2 or registered under Part 9 is made\nthe subject of a foreign bankruptcy proceeding, notice of this fact shall be filed\nwith the Registrar and published in the Gazette.\n(2) The notice shall contain the prescribed particulars and shall be filed by the\ncompany\u2019s liquidator or, if no liquidator has been appointed under this Act, by\nits directors within fourteen days of the date upon which the foreign bankruptcy\nproceeding commenced.\n(3) A liquidator or a director who fails to comply with this section commits an\noffence and is liable on summary conviction to a fine of ten thousand dollars.\nPART 17A \u2013 REPEALED\n244-281.Repealed\n244-281. Repealed by section 4 of the Companies (Amendment) Act, 2023 [Act 15 of\n2023].\nPART 17B \u2013 REPEALED\n281A-H.Repealed\n281A-H. Repealed by section 4 of the Companies (Amendment) Act, 2023 [Act 15 of\n2023].\n\nCompanies Act (2026 Revision)\nSection 282\n\nc\nRevised as at 1st January, 2026\nPage 167\n\nPART 18 - Miscellaneous\n282. Amendment of schedules\n282. The Cabinet may by Order amend Schedule 4 or Schedule 5.\n283. Regulations\n283. (1)  The Cabinet may make regulations prescribing all matters that are required or\npermitted under this Act to be prescribed, or are necessary or convenient to be\nprescribed for giving effect to the purposes of this Act, including regulations to\nprescribe any fees payable under this Act.\n(2)  Regulations made under this Act may \u2014\n(a)  make different provision in relation to different cases or circumstances;\n(b)  apply in respect of particular persons or particular cases or particular\nclasses of persons or particular classes of cases and define a class by\nreference to any circumstances whatsoever; and\n(c)  contain such transitional, consequential, incidental or supplementary\nprovisions as appear to the Cabinet to be necessary or expedient for the\npurposes of the regulations.\n(3)  Regulations made under this Act may create an offence punishable by a fine not\nexceeding twenty thousand dollars.\n(4)  Fees prescribed for the purpose of this Act need bear no relationship to the cost\nof providing any service.\n284. Validation of payment and collection of fees\n284. The payment of fees to, and the charging and collection of fees by, the Registrar\nwithout statutory authority for any service provided by the Registrar prior to 1st\nJanuary, 2025, the commencement date of the Companies (Amendment and\nValidation) Act, 2024 [Act 11 of 2024] are \u2014\n(a)  validated; and\n(b)  taken to have been lawfully charged by, paid to and collected by the\nRegistrar,\n\nas if the Registrar was empowered under the Companies Act (2023 Revision) as\namended by the Companies (Amendment and Validation) Act, 2024 [Act 11 of 2024]\nto charge and collect those fees.\n\nSection 285\nCompanies Act (2026 Revision)\n\nPage 168\nRevised as at 1st January, 2026\nc\n\n285. Orders or determinations by court not affected\n285. The Companies (Amendment and Validation) Act, 2024 [Act 11 of 2024] does not\naffect any order or determination made by a court with respect to fees charged by,\npaid to and collected by the Registrar without statutory authority for any service\nprovided by the Registrar prior to 1st January, 2025, the commencement date of the\nCompanies (Amendment and Validation) Act, 2024 [Act 11 of 2024].\n\nCompanies Act (2026 Revision)\n\nSCHEDULE 1\n\nc\nRevised as at 1st January, 2026\nPage 169\n\n SCHEDULE 1\n(section 22(1))\nTable A\nRegulations for Management of a Company Limited by Shares\nPreliminary\n1.\n(1) In these regulations \u2014\n\u201cprincipal Act\u201d means the Companies Act (2026 Revision).\n(2) Where any provision of the principal Act is referred to, the reference is to that\nprovision as modified by any law for the time being in force.\n(3) Unless the context otherwise requires, expressions defined in the principal Act\nor any statutory modification thereof in force at the date at which these\nregulations become binding on the company, shall have the meanings so\ndefined.\nShares\n2.\nSubject to the provisions, if any, in that behalf of the memorandum of association,\nand without prejudice to any special rights previously conferred on the holders of\nexisting shares, any share may be issued with such preferred, deferred or other special\nrights, or such restrictions, whether in regard to dividend, voting, return of share\ncapital or otherwise as the company may, from time to time, by special resolution\ndetermine, and any preference share may, with the sanction of a special resolution,\nbe issued on the terms that it is, or at the option of the company is liable, to be\nredeemed.\n3.\nIf, at any time, the share capital is divided into different classes of shares, the rights\nattached to any class (unless otherwise provided by the terms of issue of the shares of\nthat class) may be varied with the consent in writing of the holders of seventy-five\nper cent of the issued shares of that class or with the sanction of a special resolution\npassed at a separate general meeting of the holders of the shares of the class. To every\nsuch separate general meeting the provisions of these regulations relating to general\nmeetings shall, mutatis mutandis, apply, but so that the necessary quorum shall be\ntwo persons at least holding or representing by proxy one-third of the issued shares\nof the class and that any holder of shares of the class present in person or by proxy\nmay demand a poll.\n\nSCHEDULE 1\nCompanies Act  (2026 Revision)\n\nPage 170\nRevised as at 1st January, 2026\nc\n\n4.\nEvery person whose name is entered as a member in the register of members shall,\nwithout payment, be entitled to a certificate of the company specifying the share or\nshares held by that person and the amount paid up thereon:\nProvided that in respect of a share or shares held jointly by several persons the\ncompany shall not be bound to issue more than one certificate, and delivery of a\ncertificate for a share to one of several joint holders shall be sufficient delivery to all.\n5.\nIf a share certificate is defaced, lost or destroyed it may be renewed on payment of\nsuch fee, if any, not exceeding twenty cents and on such terms, if any, as to evidence\nand indemnity, as the directors think fit.\nLien\n6.\nThe company shall have a lien on every share (not being a fully paid share) for all\nmoneys (whether presently payable or not) called or payable at a fixed time in respect\nof that share, and the company shall also have a lien on all shares (other than fully\npaid shares) standing registered in the name of a single person for all moneys\npresently payable by that person or that person\u2019s estate to the company; but the\ndirectors may, at any time, declare any share to be wholly or in part exempt from this\nregulation. The company\u2019s lien, if any, on a share shall extend to all dividends payable\nthereon.\n7.\nThe company may sell, in such manner as the directors think fit, any shares in which\nthe company has a lien, but no sale shall be made unless some amount in respect of\nwhich the lien exists is presently payable nor until the expiration of fourteen days\nafter a notice in writing, stating and demanding payment of such part of the amount\nin respect of which the lien exists as is presently payable, has been given to the\nregistered holder for the time being of the share, or the persons entitled thereto by\nreason of that person\u2019s death or bankruptcy.\n8.\nFor giving effect to any such sale the directors may authorise some person to transfer\nthe shares sold to the purchaser thereof. The purchaser shall be registered as the holder\nof the shares comprised in any such transfer and that person shall not be bound to see\nto the application of the purchase money, nor shall that person\u2019s title to the shares be\naffected by any irregularity or invalidity in the proceedings in reference to the sale.\n9.\nThe proceeds of the sale shall be received by the company and applied in payment of\nsuch part of the amount in respect of which the lien exists as is presently payable, and\nthe residue shall (subject to a like lien for sums not presently payable as existed upon\nthe shares prior to the sale) be paid to the person entitled to the shares at the date of\nthe sale.\n\nCompanies Act (2026 Revision)\n\nSCHEDULE 1\n\nc\nRevised as at 1st January, 2026\nPage 171\n\nCalls on Shares\n10. The directors may, from time to time, make calls upon the members in respect of any\nmoneys unpaid on their shares provided that no call shall exceed twenty-five per cent\nof the nominal amount of the share, or be payable earlier than one month from the\nlast call; and each member shall (subject to receiving at least fourteen days\u2019 notice\nspecifying the time or times of payment) pay to the company at the time or times so\nspecified the amount called on that person\u2019s shares.\n11. The joint holders of a share shall be jointly and severally liable to pay calls in respect\nthereof.\n12. If a sum called in respect of a share is not paid before or on the day appointed for\npayment thereof, the person from whom the sum is due shall pay interest upon the\nsum at the rate of six per cent per annum from the day appointed for the payment\nthereof to the time of the actual payment but the directors shall be at liberty to waive\npayment of that interest wholly or in part.\n13. The provisions of these regulations as to the liability of joint holders and as to\npayment of interest shall apply in the case of non-payment of any sum which, by the\nterms of issue of a share, becomes payable at a fixed time, whether on account of the\namount of the share, or by way of premium, as if the same had become payable by\nvirtue of a call duly made and notified.\n14. The directors may make arrangements on the issue of shares for a difference between\nthe holders in the amount of calls to be paid and in the times of payment.\n15. The directors may, if they think fit, receive from any member willing to advance the\nsame all or any part of the moneys uncalled and unpaid upon any shares held by that\nperson; and upon all or any of the moneys so advanced may (until the same would,\nbut for such advance, become presently payable) pay interest at such rate (not\nexceeding, without the sanction of the company in general meeting, six per cent) as\nmay be agreed upon between the member paying the sum in advance and the\ndirectors.\nTransfer and Transmission of Shares\n16. The instrument of transfer of any share shall be executed by or on behalf of the\ntransferor and transferee, and the transferor shall be deemed to remain a holder of the\nshare until the name of the transferee is entered in the register of members in respect\nthereof.\n17. Shares shall be transferred in the following form, or in any usual or common form\napproved by the directors \u2014\nI, A.B., of                               in consideration of the sum of $                 paid to me\nby C.D., of                                    (hereinafter called \u201cthe said transferee\u201d) do hereby\ntransfer to the said transferee the share (or shares) numbered in the undertaking\n\nSCHEDULE 1\nCompanies Act  (2026 Revision)\n\nPage 172\nRevised as at 1st January, 2026\nc\n\ncalled the                                   Company Limited, to hold unto the said transferee,\nsubject to the several conditions on which I hold the same; and I, the said transferee,\ndo hereby agree to take the said share (or shares) subject to the conditions aforesaid.\nAs witnessed our hands the     day of                 , 20   .\nWitness to the signatures of, etc.\n18. The directors may decline to register any transfer of shares, not being fully paid\nshares, to a person of whom they do not approve, and may also decline to register any\ntransfer of shares on which the company has a lien. The directors may also suspend\nthe registration of transfers during the fourteen days immediately preceding the\nordinary general meeting in each year. The directors may decline to recognise any\ninstrument of transfer unless \u2014\n(a)\na fee not exceeding fifty cents is paid to the company in respect thereof;\nand\n(b) the instrument of transfer is accompanied by the certificate of the shares to\nwhich it relates and such other evidence as the directors may reasonably\nrequire to show the right of the transferor to make the transfer:\nProvided that if the directors refuse to register a transfer of any shares, they shall,\nwithin two months after the date on which the transfer was lodged with the company,\nsend to the transferee notice of the refusal.\n19. The legal personal representative of a deceased sole holder of a share shall be the only\nperson recognised by the company as having any title to the share. In the case of a\nshare registered in the names of two or more holders, the survivors, survivor or the\nlegal personal representatives of the deceased survivor, shall be the only person\nrecognised by the company as having any title to the share.\n20. Any person becoming entitled to a share in consequence of the death or bankruptcy\nof a member shall, upon such evidence being produced as may from time to time be\nproperly required by the directors, have the right either to be registered as a member\nin respect of the share or, instead of being registered, to make such transfer of the\nshare as the deceased or bankrupt person could have made; but the directors shall, in\neither case, have the same right to decline or suspend registration as they would have\nhad in the case of a transfer of the share by the deceased or bankrupt person before\nthe death or bankruptcy.\n21. A person becoming entitled to a share by reason of the death or bankruptcy of the\nholder shall be entitled to the same dividends and other advantages to which that\nperson would be entitled if that person were the registered holder of the share, except\nthat that person shall not, before being registered as a member in respect of the share,\nbe entitled in respect of it to exercise any right conferred by membership in relation\nto meetings of the company.\n\nCompanies Act (2026 Revision)\n\nSCHEDULE 1\n\nc\nRevised as at 1st January, 2026\nPage 173\n\nForfeiture of Shares\n22. If a member fails to pay any call or instalment of a call on the day appointed for\npayment thereof, the directors may, at any time thereafter during such time as any\npart of such call or instalment remains unpaid, serve a notice on that person requiring\npayment of so much of the call or instalment as is unpaid, together with any interest\nwhich may have accrued.\n23. Such notice shall name a further day (not earlier than the expiration of fourteen days\nfrom the date of the notice) on or before which the payment required by the notice is\nto be made, and shall state that, in the event of non-payment at or before the time\nappointed, the shares in respect of which the call was made will be liable to be\nforfeited.\n24. If the requirements of such notice are not complied with, any share in respect of which\nthe notice has been given may at any time thereafter, before the payment required by\nthe notice has been made, be forfeited by a resolution of the directors to that effect.\n25. A forfeited share may be sold or otherwise disposed of on such terms and in such\nmanner as the directors think fit, and at any time before a sale or disposition the\nforfeiture may be cancelled on such terms as the directors think fit.\n26. A person whose shares have been forfeited shall cease to be a member in respect of\nthe forfeited shares, but shall, notwithstanding, remain liable to pay to the company\nall moneys which at the date of forfeiture were payable by that person to the company\nin respect of the shares, but that person\u2019s liability shall cease if and when the company\nreceives payment in full of the nominal amount of the shares.\n27. A statutory declaration in writing that the declarant is a director of the company, and\nthat a share in the company has been duly forfeited on a date stated in the declaration,\nshall be conclusive evidence of the facts therein stated as against all persons claiming\nto be entitled to the share. The company may receive the consideration, if any, given\nfor the share on any sale or disposition thereof and may execute a transfer of the share\nin favour of the person to whom the share is sold or disposed of and that person shall\nthereupon be registered as the holder of the share, and shall not be bound to see to the\napplication of the purchase money, if any, nor shall that person\u2019s title to the share be\naffected by any irregularity or invalidity in the proceedings in reference to the\nforfeiture, sale or disposal of the share.\n28. The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any sum which by the terms of issue of a share becomes payable at a fixed\ntime, whether on account of the amount of the share, or by way of premium, as if the\nsame had been payable by virtue of a call duly made and notified.\n29. The company may, by ordinary resolution, convert any paid-up shares into stock, and\nreconvert any stock into paid-up shares of any denomination.\n\nSCHEDULE 1\nCompanies Act  (2026 Revision)\n\nPage 174\nRevised as at 1st January, 2026\nc\n\n30. The holders of stock may transfer the same, or any part thereof, in the same manner\nand subject to the same regulations as and subject to which the shares from which the\nstock arose might prior to conversion have been transferred, or as near thereto as\ncircumstances admit; but the directors may, from time to time, fix the minimum\namount of stock transferable and restrict or forbid the transfer of fractions of that\nminimum, but the minimum shall not exceed the nominal amount of the shares from\nwhich the stock arose.\n31. The holders of stock shall, according to the amount of the stock held by them, have\nthe same rights, privileges and advantages as regards dividends, voting at meetings\nof the company and other matters as if they held the shares from which the stock\narose, but no such privilege or advantage (except participation in the dividends and\nprofits of the company) shall be conferred by any such aliquot part of stock as would\nnot, if existing shares, have conferred that privilege or advantage.\n32. Such of the regulations of the company as are applicable to paid-up shares shall apply\nto stock, and the words \u201cshare\u201d and \u201cshareholder\u201d therein shall include \u201cstock\u201d and\n\u201cstockholder\u201d.\nAlteration of Capital\n33. The company may, from time to time by ordinary resolution, increase the share capital\nby such sum, to be divided into shares of such amount, as the resolution shall\nprescribe.\n34. Subject to any direction to the contrary that may be given by the company in general\nmeeting, all new shares shall, before issue, be offered to such persons as at the date\nof the offer are entitled to receive notices from the company of general meetings in\nproportion, as nearly as the circumstances admit, to the amount of the existing shares\nto which they are entitled. The offer shall be made by notice specifying the number\nof shares offered, and limiting a time within which the offer, if not accepted, will be\ndeemed to be declined, and after the expiration of that time, or on receipt of an\nintimation from the person to whom the offer is made that that person declines to\naccept the shares offered, the directors may dispose of those shares in such manner\nas they think most beneficial to the company. The directors may likewise so dispose\nof any new shares which (by reason of the ratio which the new shares bear to shares\nheld by persons entitled to an offer of new shares) cannot, in the opinion of the\ndirectors, be conveniently offered under this article.\n35. The new shares shall be subject to the same provisions with reference to the payment\nof calls, lien, transfer, transmission, forfeiture and otherwise as the shares in the\noriginal share capital.\n36. The company may, by ordinary resolution \u2014\n(a)\nconsolidate and divide all or any of its share capital into shares of larger\namount than its existing shares;\n\nCompanies Act (2026 Revision)\n\nSCHEDULE 1\n\nc\nRevised as at 1st January, 2026\nPage 175\n\n(b) sub-divide its existing shares, or any of them, into shares of smaller\namounts than is fixed by the memorandum of association, subject\nnevertheless to section 13 of the principal Act; and\n(c)\ncancel any shares which, at the date of the passing of the resolution, have\nnot been taken or agreed to be taken by any person.\n37. The company may, by special resolution, reduce its share capital and any capital\nredemption reserve fund in any manner and with, and subject to, any incident\nauthorised and consent required by law.\nGeneral Meetings\n38. A general meeting shall be held once in every calendar year at such time (not being\nmore than fifteen months after the holding of the last preceding general meeting) and\nplace as may be resolved by the company in general meeting, or in default, at such\ntime in the third month following that in which the anniversary of the company\u2019s\nincorporation occurs, and at such place as the directors shall appoint. In default of a\ngeneral meeting being so held, a general meeting shall be held in the month next\nfollowing, and may be convened by any two members in the same manner as nearly\nas possible as that in which meetings are to be convened by the directors.\n39. Such general meetings shall be called ordinary general meetings; all other general\nmeetings shall be called extraordinary general meetings.\n40. The directors may, whenever they think fit, convene an extraordinary general\nmeeting. If, at any time, there are not in the Island sufficient directors capable of\nacting to form a quorum, any director or any two members of the company may\nconvene an extraordinary general meeting in the same manner as nearly as possible\nas that in which meetings may be convened by the directors.\nNotice of General Meetings\n41. Subject to section 60 of the principal Act relating to special resolutions, at least seven\ndays\u2019 notice (exclusive of the day on which the notice is served or deemed to be\nserved, but inclusive of the day for which notice is given) specifying the place, day\nand hour of meeting and, in case of special business, the general nature of that\nbusiness shall be given in manner hereinafter provided, or in such other manner, if\nany, as may be prescribed by the company in general meetings, to such persons as\nare, under the regulations of the company, entitled to receive such notices from the\ncompany; but with the consent of all the members entitled to receive notice of some\nparticular meeting, that meeting may be convened by such shorter notice and in such\nmanner as those members may think fit.\n42. The accidental omission to give notice of a meeting to, or the non-receipt of a notice\nof a meeting by any member shall not invalidate the proceedings at any meeting.\n\nSCHEDULE 1\nCompanies Act  (2026 Revision)\n\nPage 176\nRevised as at 1st January, 2026\nc\n\nProceedings at General Meetings\n43. All business shall be deemed special that is transacted at any extraordinary meeting,\nand also all that is transacted at an ordinary meeting, with the exception of sanctioning\na dividend, consideration of the accounts, balance sheets and the ordinary report of\nthe directors and auditors, election of directors and other officers in the place of those\nretiring by rotation, and fixing of the remuneration of the auditors.\n44. No business shall be transacted at any general meeting unless a quorum of members\nis present at the time when the meeting proceeds to business; save as herein otherwise\nprovided, three members personally present shall be a quorum.\n45. If, within half an hour from the time appointed for the meeting, a quorum is not\npresent, the meeting, if convened upon the requisition of members, shall be dissolved;\nin any other case it shall stand adjourned to the same day in the next week, at the same\ntime and place, and if at the adjourned meeting a quorum is not present within half an\nhour from the time appointed for the meeting the members present shall be a quorum.\n46. The chairperson, if any, of the board of directors shall preside as chairperson at every\ngeneral meeting of the company.\n47. If there is no such chairperson, or if at any meeting that person is not present within\nfifteen minutes after the time appointed for holding the meeting or is unwilling to act\nas chairperson, the members present shall choose one of their number to be\nchairperson.\n48. The chairperson may, with the consent of any meeting at which a quorum is present\n(and shall if so directed by the meeting), adjourn the meeting from time to time and\nfrom place to place, but no business shall be transacted at any adjourned meeting\nother than the business left unfinished at the meeting from which the adjournment\ntook place. When a meeting is adjourned for ten days or more, notice of the adjourned\nmeeting shall be given as in the case of an original meeting. Save as aforesaid it shall\nnot be necessary to give any notice of an adjournment or of the business to be\ntransacted at an adjourned meeting.\n49. At any general meeting a resolution put to the vote of the meeting shall be decided on\na show of hands, unless a poll is (before or on the declaration of the result of the show\nof hands) demanded by at least three members present in person or by proxy entitled\nto vote or by one member or two members together holding not less than fifteen per\ncent of the paid up capital of the company, and, unless a poll is so demanded, a\ndeclaration by the chairperson that a resolution has, on a show of hands, been carried,\ncarried unanimously, carried by a particular majority or lost, and an entry to that effect\nin the book of the proceedings of the company, shall be conclusive evidence of the\nfact without proof of the number or proportion of the votes recorded in favour of, or\nagainst, that resolution.\n\nCompanies Act (2026 Revision)\n\nSCHEDULE 1\n\nc\nRevised as at 1st January, 2026\nPage 177\n\n50. If a poll is duly demanded it shall be taken in such manner as the chairperson directs,\nand the result of the poll shall be deemed to be the resolution of the meeting at which\nthe poll was demanded.\n51. In the case of an equality of votes, whether on a show of hands or on a poll, the\nchairperson of the meeting at which the poll is demanded shall be entitled to a second\nor casting vote.\n52. A poll demanded on the election of a chairperson or on a question of adjournment\nshall be taken forthwith; a poll demanded on any other question shall be taken at such\ntime as the chairperson of the meeting directs.\nVotes of Members\n53. On a show of hands every member present in person shall have one vote. On a poll\nevery member shall have one vote for each share of which that person is the holder.\n54. In the case of joint holders the vote of the senior who tenders a vote, whether in person\nor by proxy, shall be accepted to the exclusion of the votes of the other joint holders,\nand for this purpose seniority shall be determined by the order in which the names\nstand in the register of members.\n55. A member of unsound mind, or in respect of whom an order has been made by any\ncourt having jurisdiction in lunacy, may vote, whether on a show of hands or on a\npoll, by that person\u2019s committee or other person in the nature of a committee\nappointed by that court, and any such committee or other person may, on a poll, vote\nby proxy.\n56. No member shall be entitled to vote at any general meeting unless all calls or other\nsums presently payable by that person in respect of shares in the company have been\npaid.\n57. On a poll votes may be given either personally or by proxy.\n58. The instrument appointing a proxy shall be in writing under the hand of the appointor\nor that person\u2019s attorney duly authorised in writing or, if the appointor is a\ncorporation, either under seal or under the hand of an officer or attorney duly\nauthorised. A proxy need not be a member of the company.\n59. The instrument appointing a proxy and the power of attorney or other authority, if\nany, under which it is signed, or a notarially certified copy of that power or authority\nshall be deposited at the registered office of the company not less than forty-eight\nhours before the time for holding the meeting or adjourned meeting at which the\nperson named in the instrument proposes to vote, and in default the instrument of\nproxy shall not be treated as valid.\n60. An instrument appointing a proxy may be in the following form or any other form\napproved by the directors \u2014\nCompany Limited\n\nSCHEDULE 1\nCompanies Act  (2026 Revision)\n\nPage 178\nRevised as at 1st January, 2026\nc\n\nI,                                                , of                                               being a member of\nthe\n Company Limited hereby appoint                                               of\n as my proxy, to vote for me and on my behalf at the (ordinary or extraordinary, as\nthe case may be) general meeting of the company to be held on the     day of                      ,\n20   , and at any adjournment thereof.\nSigned this       day of                  , 20    .\n61. The instrument appointing a proxy shall be deemed to confer authority to demand or\njoin in demanding a poll.\nCorporations Acting by Representatives at Meetings\n62. Any corporation which is a member of the company may, by resolution of its directors\nor other governing body, authorise such person as it thinks fit to act as its\nrepresentative at any meeting of the company or of any class of members of the\ncompany, and the person so authorised shall be entitled to exercise the same powers\non behalf of the corporation which that person represents as that corporation could\nexercise if it were an individual member of the company.\nDirectors\n63. The number of the directors and the names of the first directors shall be determined\nin writing by a majority of the subscribers of the memorandum of association.\n64. The remuneration of the directors shall, from time to time, be determined by the\ncompany in general meeting.\n65. The qualification of a director shall be the holding of at least one share in the\ncompany.\nPowers and Duties of Directors\n66. The business of the company shall be managed by the directors, who may pay all\nexpenses incurred in setting up and registering the company and may exercise all such\npowers of the company as are not, by the principal Act or these articles, required to\nbe exercised by the company in general meeting, subject nevertheless, to any\nregulation of these articles, to the principal Act and to such regulations, being not\ninconsistent with the aforesaid regulations or principal Act, as may be prescribed by\nthe company in general meeting; but no regulation made by the company in general\nmeeting shall invalidate any prior act of the directors which would have been valid if\nthat regulation had not been made.\n\nCompanies Act (2026 Revision)\n\nSCHEDULE 1\n\nc\nRevised as at 1st January, 2026\nPage 179\n\n67. The directors may, from time to time, appoint one or more of their body to the office\nof managing director or manager for such term and at such remuneration (whether by\nway of salary, commission or participation in profits, or partly in one way and partly\nin another) as they may think fit and a director so appointed shall not, while holding\nthat office, be subject to retirement by rotation, or taken into account in determining\nthe rotation or retirement of directors; but that person\u2019s appointment shall be subject\nto determination ipso facto if that person ceases from any cause to be a director, or if\nthe company in general meeting resolves that that person\u2019s tenure of the office of\nmanaging director or manager be determined.\n68. The amount for the time being remaining undischarged of moneys borrowed or raised\nby the directors for the purposes of the company (otherwise than by the issue of share\ncapital) shall not, at any time, exceed the issued share capital of the company without\nthe sanction of the company in general meeting.\n69. The directors shall cause minutes to be made in books provided for the purpose \u2014\n(a)\nof all appointments of officers made by the directors;\n(b) of the names of the directors present at each meeting of the directors and\nof any committee of the directors; and\n(c)\nof all resolutions and proceedings at all meetings of the company, and of\nthe directors and of committees of directors,\nand every director present at any meeting of directors or committee of directors shall\nsign that person\u2019s name in a book to be kept for that purpose.\nThe Seal\n70. Any seal of the company shall not be affixed to any instrument except by the authority\nof a resolution of a board of directors, and in the presence of a director and of the\nsecretary or such other person as the directors may appoint for the purpose; and that\ndirector and the secretary or other person as aforesaid shall sign every instrument to\nwhich any seal of the company is so affixed in their presence.\nDisqualification of Directors\n71. The office of director shall be vacated, if the director \u2014\n(a)\nwithout the consent of the company in general meeting holds any other\noffice of profit under the company except that of managing director or\nmanager;\n(b) becomes bankrupt;\n(c)\nis found to be or becomes of unsound mind;\n(d) resigns that person\u2019s office by notice in writing to the company; or\n(e)\nis directly or indirectly interested in any contract with the company or\nparticipates in the profits of any contract with the company:\n\nSCHEDULE 1\nCompanies Act  (2026 Revision)\n\nPage 180\nRevised as at 1st January, 2026\nc\n\nProvided however, that a director shall not vacate that person\u2019s office by reason of\nthat person being a member of any corporation which has entered into contract with\nor done any work for the company if that person has declared the nature of that\nperson\u2019s interest at the first meeting of the directors of the company held after that\nperson became interested in the contract, but the director shall not vote in respect of\nany such contract or work or any matter arising thereout, and if that person does so\nvote that person\u2019s vote shall not be counted.\nRotation of Directors\n72. At the first ordinary general meeting of the company the whole of the directors shall\nretire from office, and at the ordinary general meeting in every subsequent year onethird of the directors for the time being, or, if their number is not three or a multiple\nof three, then the number nearest one-third, shall retire from office.\n73. The directors to retire in every year shall be those who have been longest in office\nsince their last election but as between persons who became directors on the same day\nthose to retire shall (unless they otherwise agree among themselves) be determined\nby lot.\n74. A retiring director shall be eligible for re-election.\n75. The company at the general meeting at which a director retires in manner aforesaid\nmay fill the vacated office by electing a person thereto and in default the retiring\ndirector shall be deemed to have been re-elected unless at such meeting it is resolved\nnot to fill such vacated office.\n76. The company may, from time to time in general meeting, increase or reduce the\nnumber of directors, and may also determine in what rotation the increased or reduced\nnumber is to go out of office.\n77. Any casual vacancy occurring in the board of directors may be filled by the directors,\nbut the person so chosen shall be subject to retirement at the same time as if that\nperson had become a director on the day on which the director in whose place that\nperson is appointed was last elected a director.\n78. The directors shall have power, at any time and from time to time, to appoint a person\nas an additional director, who shall retire from office at the next following ordinary\ngeneral meeting, but shall be eligible for election by the company at that meeting as\nan additional director.\n79. The company may, by special resolution, remove a director before the expiration of\nthat person\u2019s period in office, and may, by an ordinary resolution, appoint another\nperson in that person\u2019s stead. The person so appointed shall be subject to retirement\nat the same time as if that person had become a director on the day on which the\ndirector in whose place that person is appointed was last elected a director.\n\nCompanies Act (2026 Revision)\n\nSCHEDULE 1\n\nc\nRevised as at 1st January, 2026\nPage 181\n\nProceedings of Directors\n80. The directors may meet together for the despatch of business, adjourn and otherwise\nregulate their meetings, as they think fit. Questions arising at any meeting shall be\ndecided by a majority of votes. In case of an equality of votes the chairperson shall\nhave a second or casting vote. A director may, and the secretary on the requisition of\na director shall, at any time, summon a meeting of the directors.\n81. The quorum necessary for the transaction of the business of the directors may be fixed\nby the directors, and unless so fixed shall, when the number of directors exceeds three,\nbe three, and when the number of directors does not exceed three, be two.\n82. The continuing directors may act notwithstanding any vacancy in their body, but, if\nand so long as their number is reduced below the number fixed by or pursuant to the\nregulations of the company as the necessary quorum of directors, the continuing\ndirectors may act for the purpose of increasing the number of directors to that number,\nor of summoning a general meeting of the company, but for no other purpose.\n83. The directors may elect a chairperson of their meetings and determine the period for\nwhich that person is to hold office; but if no such chairperson is elected, or if at any\nmeeting the chairperson is not present within five minutes after the time appointed\nfor holding the same, the directors present may choose one of their number to be\nchairperson of the meeting.\n84. The directors may delegate any of their powers to committees consisting of such\nmember or members of their body as they think fit; any committee so formed shall,\nin the exercise of the powers so delegated, conform to any regulations that may be\nimposed on it by the directors.\n85. A committee may elect a chairperson of its meetings; if no such chairperson is elected,\nor if at any meeting the chairperson is not present within five minutes after the time\nappointed for holding the same, the members present may choose one of their number\nto be chairperson of the meeting.\n86. A committee may meet and adjourn as it thinks proper. Questions arising at any\nmeeting shall be determined by a majority of votes of the members present and, in\ncase of an equality of votes, the chairperson shall have a second or casting vote.\n87. All acts done by any meeting of the directors or of a committee of directors, or by\nany person acting as a director, shall, notwithstanding that it be afterwards discovered\nthat there was some defect in the appointment of any such director or person acting\nas aforesaid, or that they or any of them were disqualified, be as valid as if every such\nperson had been duly appointed and was qualified to be a director.\nDividends and Reserve\n88. The company in general meeting may declare dividends, but no dividend shall exceed\nthe amount recommended by directors.\n\nSCHEDULE 1\nCompanies Act  (2026 Revision)\n\nPage 182\nRevised as at 1st January, 2026\nc\n\n89. The directors may, from time to time, pay to the members such interim dividends as\nappear to the directors to be justified by the profits of the company.\n90. No dividends shall be paid otherwise than out of profits.\n91. Subject to the rights of persons, if any, entitled to shares with special rights as to\ndividends, all dividends shall be declared and paid according to the amounts paid on\nthe shares, but if and so long as nothing is paid up on any of the shares in the company,\ndividends may be declared and paid according to the amounts of the shares. No\namount paid on a share in advance of calls shall, while carrying interest, be treated\nfor the purposes of this article as paid on the share.\n92. The directors may, before recommending any dividend, set aside out of the profits of\nthe company such sums as they think proper as a reserve or reserves which shall, at\nthe discretion of the directors, be applicable for meeting contingencies or for\nequalising dividends or for any other purpose to which the profits of the company\nmay be properly applied, and pending such application may, at the like discretion,\neither be employed in the business of the company or be invested in such investments\n(other than shares of the company) as the directors may, from time to time, think fit.\n93. If several persons are registered as joint holders of any share, any of them may give\neffectual receipts for any dividend or other moneys payable on or in respect of the\nshare.\n94. Any dividend may be paid by cheque or warrant sent through the post to the registered\naddress of the member or person entitled thereto or in the case of joint holders to any\none of such joint holders at that person\u2019s registered address or to such person and\nsuch address as the member or person entitled or such joint holders, as the case may\nbe, may direct. Every such cheque or warrant shall be made payable to the order of\nthe person to whom it is sent or to the order of such other person as the member or\nperson entitled or such joint holders, as the case may be, may direct.\n95. No dividend shall bear interest against the company.\nAccounts\n96. The directors shall cause proper books of account to be kept with respect to \u2014\n(a)\nall sums of money received and expended by the company, and the matters\nin respect of which the receipt and expenditure takes place; and\n(b) all sales and purchases of goods by the company and the assets and\nliabilities of the company.\n97. The books of account shall be kept at the registered office of the company, or at such\nother place or places as the directors think fit, and shall always be open to the\ninspection of the directors.\n\nCompanies Act (2026 Revision)\n\nSCHEDULE 1\n\nc\nRevised as at 1st January, 2026\nPage 183\n\n98. The directors shall, from time to time, determine whether and to what extent, at what\ntimes and places and under what conditions or regulations the accounts and books of\nthe company or any of them shall be open to the inspection of members not being\ndirectors, and no member (not being a director) shall have any right of inspecting any\naccount, book or document of the company except as conferred by law or authorised\nby the directors or by the company in general meeting.\n99. At the ordinary general meeting in every year the directors shall cause to be prepared\nand shall lay before the company a profit and loss account and a balance sheet for the\nperiod since the preceding account or, (in the case of the first ordinary general\nmeeting) since the commencement of business by the company, made up to a date not\nmore than six months before such meeting.\n100. A copy of every balance sheet (including every document required by law to be\nannexed thereto) which is to be laid before the company in general meeting together\nwith a copy of the auditor\u2019s report shall, not less than seven days before the date of\nthe meeting, be sent to all persons entitled to receive notices of general meetings of\nthe company.\nAudit\n101. The accounts relating to the company\u2019s affairs shall be audited in such manner as may\nbe determined from time to time by the company in general meeting or, failing any\nsuch determination, by the directors.\nNotices\n102. (1) A notice may be given by the company to any member either personally or by\nsending it by post to that person to that person\u2019s registered address, or (if that\nperson has no registered address in the Islands) to the address, if any, in the\nIslands supplied by that person to the company for the giving of notices to that\nperson.\n(2) Where a notice is sent by post, service of the notice shall be deemed to be\neffected by properly addressing, prepaying and posting a letter containing the\nnotice, and to have been effected in the case of a notice of a meeting at the\nexpiration of twenty-four hours after the letter containing the same is posted,\nand in any other case at the time at which the letter would be delivered in the\nordinary course of post.\n103. If a member has no registered address in the Islands and has not supplied to the\ncompany an address in the Islands for the giving of notices to that person, a notice\naddressed to that person and advertised in a daily newspaper circulating in the Islands\nshall be deemed to be duly given on that person at noon on the day following the day\non which the newspaper is circulated and the advertisement appeared therein.\n\nSCHEDULE 1\nCompanies Act  (2026 Revision)\n\nPage 184\nRevised as at 1st January, 2026\nc\n\n104. A notice may be given by the company to the joint holders of a share by giving the\nnotice to the joint holder named first in the register of members in respect of the share.\n105. A notice may be given by the company to the persons entitled to a share in\nconsequence of the death or bankruptcy of a member by sending it through the post\nin a prepaid envelope addressed to them by name, by the title of representatives of\nthe deceased or trustee of the bankrupt or by any like description, at the address, if\nany, within the Islands, supplied for the purpose by the persons claiming to be so\nentitled, or (until such an address has been so supplied), by giving the notice in any\nmanner in which the same might have been given if the death or bankruptcy had not\noccurred.\n106. Notice of every general meeting shall be given in some manner hereinbefore\nauthorised to \u2014\n(a)\nevery member except those members who (having no registered address in\nthe Islands) have not supplied to the company an address in the Islands for\nthe giving of notices to them; and\n(b) every person entitled to a share in consequence of the death or bankruptcy\nof a member who, but for that person\u2019s death or bankruptcy, would be\nentitled to receive notice of the meeting.\nNo other person shall be entitled to receive notices of general meetings.\n\nCompanies Act (2026 Revision)\n\nSCHEDULE 1A\n\nc\nRevised as at 1st January, 2026\nPage 185\n\n SCHEDULE 1A\n(section 26(3) )\nRequired Particulars\nThe required particulars are \u2014\n(a)  the name of the company and, in the case of an exempted company, the\nexempted company\u2019s dual foreign name (if any) together with its\ntranslated name;\n(b)  the part of the Islands in which the registered office of the company is\nproposed to be situate;\n(c)  the amount of capital of the company and, in the case of a company having\nits share capital divided into shares of a nominal or par value, the number\nof shares into which it is divided and the fixed amounts thereof;\n(d)  the names and addresses of the subscribers to the memorandum and the\nnumber of shares taken by each subscriber;\n(e)  the date of execution of the memorandum of association;\n(f)  the date of filing of the memorandum of association;\n(g)  the number assigned to the company;\n(h)  in the case of a company limited by guarantee or a company that has no\nlimit placed on the liability of its members \u2014\n(i)  a statement that the company is limited by guarantee or is unlimited,\nas the case may be; and\n(ii)  the omission of any of the particulars specified in this Schedule which\nare irrelevant or inappropriate;\n(i)  the nature of the business; and\n(j)  the date of the end of the company\u2019s financial year.\n\nSCHEDULE 2\nCompanies Act  (2026 Revision)\n\nPage 186\nRevised as at 1st January, 2026\nc\n\nSCHEDULE 2\n(section 141)\nCategories of Preferred Debts\nCategory 1: Debts due to employees\n1.\nAny sum due by the company to an employee, whether employed in the Islands or\nelsewhere, in respect of \u2014\n(a)\nsalaries;\n(b) wages; and\n(c)\ngratuities,\naccrued due during the four months immediately preceding the commencement of the\nliquidation.\n2.\nAny sum due and payable by the company on behalf of an employee in respect of\nmedical health insurance premiums or pension fund contributions.\n3.\nWhere a contract of employment has been terminated as a consequence of the\ncompany going into liquidation, any sum due by the company to any former employee\nin respect of:\n(a)\nseverance pay; and\n(b) earned vacation leave.\n4.\nAny sum payable to a worker in respect of compensation pursuant to the Workmen\u2019s\nCompensation Act (1996 Revision).\n5.\nAn employee may claim in the liquidation as an ordinary creditor in respect of any\nother sum due to that person pursuant to or by virtue of the breach of that person\u2019s\ncontract of employment or any tortious claim against the company.\n6.\nThe words and expressions used in paragraphs 1 and 2 have the meanings ascribed to\nthem by the Labour Act (2021 Revision).\nCategory 2: Debts due to bank depositors\n1.\nAny sum due to eligible depositors who have deposits with a company which \u2014\n(a)\nis incorporated in the Islands; and\n(b) held an \u201cA\u201d licence issued under the Banks and Trust Companies Act\n(2025 Revision),\nand which does not exceed the deposit limit.\n2.\nThe following depositors are not eligible depositors \u2014\n\nCompanies Act (2026 Revision)\n\nSCHEDULE 2\n\nc\nRevised as at 1st January, 2026\nPage 187\n\n(a)\na person who holds or is considered to hold a deposit after the presentation\nof the petition for the winding up of the bank or the commencement of the\nvoluntary winding up of the bank (except in the case of the death of the\nowner of the deposit); and\n(b) the following persons making deposits as \u2014\n(i)\na person licensed under section 6(1) of the Banks and Trust\nCompanies Act (2025 Revision);\n(ii) a person authorised, licensed or recognised as a bank or deposit\nholder in a country or territory outside the Islands;\n(iii) a person who, in the opinion of the Court, has any responsibility for,\nor may have profited, or may profit, directly or indirectly, from the\nwinding up;\n(iv) a person who was, at the date of presentation of the petition for the\nwinding up of the bank or the commencement of the voluntary\nwinding up of the bank, a director, controller or manager of the bank\nor who, in the opinion of the court exercised such functions;\n(v) a person who is the legal or beneficial owner of five percent or more\nof the shares of all classes issued by the bank; or\n(vi) a company or corporation, whether or not incorporated in the Islands,\nwhich is, at the date of the presentation of the petition for the winding\nup of the bank or the commencement of the voluntary winding up of\nthe bank, a parent, subsidiary or fellow subsidiary of the bank, or\nwhich is in common ownership with the bank.\n3.\nThe deposit limit is twenty thousand dollars in respect of each eligible depositor or\nits equivalent in any foreign currency for which purpose the applicable exchange rate\nshall be that determined by the Court in accordance with section 150.\n4.\nFor the purpose of calculating the amount of eligible deposits \u2014\n(a)\nseparate deposits in the same legal or beneficial ownership shall be\naggregated and treated as one deposit;\n(b) the ownership of a deposit in joint names shall be deemed to be divided\nequally between the joint depositors;\n(c)\nthe ownership of a deposit in the name of a partnership shall be deemed to\nbe divided equally among the partners;\n(d) a deposit which is a client account, and which is designated as such, shall\nbe treated as a separate deposit, made by the client of the depositor, of\namounts corresponding to the amount to which such client is entitled; and\n(e)\nthe amount of each eligible deposit shall be reduced by the amount of any\nliability of the depositor to the bank in respect of which a right of set-off\n\nSCHEDULE 2\nCompanies Act  (2026 Revision)\n\nPage 188\nRevised as at 1st January, 2026\nc\n\nexisted at the date of the presentation of the petition for the winding up of\nthe bank, or the commencement of the voluntary winding up of the bank.\nCategory 3: Taxes due to the Government\n1.\nSums due in respect of duty and penalties payable under the Customs and Border\nControl Act (2024 Revision).\n2.\nSums due in respect of fees payable under this Act.\n3.\nSums due in respect of duty and penalties payable under the Stamp Duty Act (2019\nRevision).\n4.\nSums due in respect of licence fees payable under the regulatory laws.\n5.\nSums due in respect of taxes payable under the Tourist Accommodation (Taxation)\nAct (2013 Revision).\n\nCompanies Act (2026 Revision)\n\nSCHEDULE 3\n\nc\nRevised as at 1st January, 2026\nPage 189\n\nSCHEDULE 3\nPowers of Liquidators\n(section 110)\nPART 1\nPowers exercisable with sanction\n1.\nPower to bring or defend any action or other legal proceeding in the name and on\nbehalf of the company.\n2.\nPower to carry on the business of the company so far as may be necessary for its\nbeneficial winding up.\n3.\nPower to dispose of any property of the company to a person who is or was related to\nthe company.\n4.\nPower to pay any class of creditors in full.\n5.\nPower to make any compromise or arrangement with creditors or persons claiming to\nbe creditors or having or alleging themselves to have any claim (present or future,\ncertain or contingent, ascertained or sounding only in damages) against the company\nor for which the company may be rendered liable.\n6.\nPower to compromise on such terms as may be agreed all debts and liabilities capable\nof resulting in debts, and all claims (present or future, certain or contingent,\nascertained or sounding only in damages) subsisting, or supposed to subsist between\nthe company and a contributory or alleged contributory or other debtor or person\napprehending liability to the company.\n7.\nPower to deal with all questions in any way relating to or affecting the assets or the\nwinding up of the company, to take any security for the discharge of any such call,\ndebt, liability or claim and to give a complete discharge in respect of it.\n8.\nThe power to sell any of the company\u2019s property by public auction or private contract\nwith power to transfer the whole of it to any person or to sell the same in parcels.\n9.\nThe power to raise or borrow money and grant securities therefor over the property\nof the company.\n10. The power to engage staff (whether or not as employees of the company) to assist\nthat person in the performance of that person\u2019s functions.\n11. The power to engage attorneys and other professionally qualified persons to assist\nthat person in the performance of that person\u2019s functions.\n\nSCHEDULE 3\nCompanies Act  (2026 Revision)\n\nPage 190\nRevised as at 1st January, 2026\nc\n\nPART 2\nPowers exercisable without sanction\n1.\nThe power to take possession of, collect and get in the property of the company and\nfor that purpose to take all such proceedings as that person considers necessary.\n2.\nThe power to do all acts and execute, in the name and on behalf of the company, all\ndeeds, receipts and other documents and for that purpose to use, when necessary, the\ncompany seal.\n3.\nThe power to prove, rank and claim in the bankruptcy, insolvency or sequestration of\nany contributory for any balance against that person\u2019s estate, and to receive dividends\nin the bankruptcy, insolvency or sequestration in respect of that balance, as a separate\ndebt due from the bankrupt or insolvent and rateably with the other separate creditors.\n4.\nThe power to draw, accept, make and indorse any bill of exchange or promissory note\nin the name and on behalf of the company, with the same effect with the respect of\nthe company\u2019s liability as if the bill or note had been drawn, accepted, made or\nindorsed by or on behalf of the company in the course of its business.\n5.\nThe power to promote a scheme of arrangement pursuant to section 86.\n6.\nThe power to convene meetings of creditors and contributories.\n7.\nThe power to do all other things incidental to the exercise of that person\u2019s powers.\n\nCompanies Act (2026 Revision)\n\nSCHEDULE 4\n\nc\nRevised as at 1st January, 2026\nPage 191\n\nSCHEDULE 4\n(section 40B)\nAPPROVED STOCK EXCHANGES\nThe following are approved stock exchanges \u2014\n1.\nAmman Stock Exchange\n2.\nAthens Stock Exchange\n3.\nAustralian Securities Exchange\n4.\nB3 S.A.\n5.\nBATS Global Markets\n6.\nBermuda Stock Exchange\n7.\nBOAG Borsen AG\n8.\nBolsa de Barcelona\n9.\nBolsa de Bilbao\n10.  Bolsa de Madrid\n11.  Bolsa de Valencia\n12.  Bolsa de Comercio de Buenos Aires\n13.  Bolsa de Comercio de Santiago\n14.  Bolsa de Valores de Caracas\n15.  Bolsa de Valores de Lima\n16.  Bolsa de Valores de Colombia\n17.  Bolsa Mexicana de Valores (Mexican Stock Exchange)\n18.  Bolsas y Mercados Espanoles\n19.  Borsa Istanbul\n20.  Borsa Italiana\n21.  Borse Berlin\n22.  Borse Frankfurt\n23.  Borse Munchen\n24.  Borse Stuttgart\n25.  BSE Limited\n26.  Bucharest Stock Exchange\n27.  Budapest Stock Exchange\n\nSCHEDULE 4\nCompanies Act  (2026 Revision)\n\nPage 192\nRevised as at 1st January, 2026\nc\n\n28.  Bursa Malaysia (including the Main Market and the ACE Market)\n29.  Chicago Board Options Exchange\n30.  CME Group\n31.  Colombo Stock Exchange\n32.  Cyprus Stock Exchange\n33.  Deutsche Borse\n34.  Dusseldorf Stock Exchange\n35.  Eurex\n36.  Euronext Brussels\n37.  Euronext Dublin\n38.  Euronext Lisbon\n39.  Euronext NV\n40.  Euronext Oslo Bor\n41.  Euronext Paris\n42.  Fukuoka Stock Exchange\n43.  Hong Kong Exchange and Clearing (HKEX) (including Growth Enterprise\nMarket (GEM))\n44.  Indonesia Stock Exchange\n45.  Intercontinental Exchange\n46.  International Securities Exchange\n47.  Johannesburg Stock Exchange\n48.  Korea Exchange (including KOSPI and KOSDAQ Market Divisions)\n49.  London Stock Exchange (including AIM)\n50.  Luxembourg Stock Exchange\n51.  Malta Stock Exchange\n52.  Montreal Exchange\n53.  Nagoya Stock Exchange\n54.  Nasdaq\n55.  Nasdaq Copenhagen (formerly known as Copenhagen Stock Exchange)\n56.  Nasdaq Dubai\n57.  Nasdaq Helsinki\n58.  Nasdaq Iceland\n59.  Nasdaq OMX Nordic\n\nCompanies Act (2026 Revision)\n\nSCHEDULE 4\n\nc\nRevised as at 1st January, 2026\nPage 193\n\n60.  Nasdaq PHLX\n61.  Nasdaq Riga\n62.  Nasdaq Stockholm\n63.  Nasdaq Tallinn\n64.  Nasdaq Vilnius\n65.  National Stock Exchange of Australia\n66.  National Stock Exchange of India\n67.  New York Stock Exchange (NYSE)\n68.  New Zealand Stock Exchange\n69.  NYSE American\n70.  NYSE Arca\n71.  NYSE Chicago\n72.  NYSE Euronext\n73.  Osaka Exchange\n74.  Philippine Stock Exchange\n75.  Prague Stock Exchange\n76.  Saudi Exchange (Tadawul)\n77.  Shanghai Stock Exchange\n78.  Shenzhen Stock Exchange\n79.  Singapore Exchange (including Catalist)\n80.  SIX Swiss Exchange\n81.  Stock Exchange of Mauritius\n82.  Taipei Exchange\n83.  Taiwan Stock Exchange\n84.  The Egyptian Exchange\n85.  The Stock Exchange of Thailand\n86.  Tokyo Stock Exchange\n87.  Toronto Stock Exchange (including TSX Venture Exchange)\n88.  Warsaw Stock Exchange\n89.  Wiener Borse AG (Vienna Stock Exchange)\n90.  Any stock exchange that the Registrar may from time to time designate as an\napproved stock exchange by way of notice published in the Gazette.\n\nSCHEDULE 5\nCompanies Act  (2026 Revision)\n\nPage 194\nRevised as at 1st January, 2026\nc\n\nSCHEDULE 5\nFEES\n(sections 26(3A), 26(4), 41(2), 45(2), 55A(2), 80A, 80B, 169(1), 184(2), 199(1), 213(4)\nand 213(5))\nPART 1\n(section 26(4))\nThe fees payable upon the filing of a memorandum of association under section 26 are as\nfollows \u2014\n(a)\nin respect of a non-resident company \u2014\n(i)\nwith no registered capital, or a registered capital not exceeding\n$42,000, a fee of $675; and\n(ii) with a registered capital exceeding $42,000, a fee of $915;\n(b) in respect of an exempted company except a special economic zone\ncompany \u2014\n(i)\nwith no registered capital, or a registered capital not exceeding\n$42,000, a fee of $700;\n(ii) with a registered capital exceeding $42,000, but not exceeding\n$820,000 a fee of $1,000;\n(iii) with a registered capital exceeding $820,000 but not exceeding\n$1,640,000, a fee of $1,984; and\n(iv) with a registered capital exceeding $1,640,000, a fee of $2,568;\n(ba) in respect of a special economic zone company a fee equal to the lowest\nband of the fee payable upon filing of a memorandum of articles of\nassociation by an exempted company as set out in paragraph (b)(i); and\n(c)\nin respect of any other company \u2014\n(i)\nwith no registered capital or a registered capital not exceeding\n$42,000, a fee of $300; and\n(ii) with a registered capital exceeding $42,000, a fee of $500.\n\nPART 1A\n(Section 26(3A))\n\nThe fee payable for the inspection of the register under section 26(3A) is $50.\n\nCompanies Act (2026 Revision)\n\nSCHEDULE 5\n\nc\nRevised as at 1st January, 2026\nPage 195\n\nPART 1B\n(Section 29A)\n\nThe fee payable for an application to reserve a specified name under section 29A is\nas follows \u2014\n(a)  in respect of an application for a name reservation for one week, $40;\n(b)  in respect of an application for a name reservation for one month, $60;\n(c)  in respect of an application for a name reservation for two months, $80;\nand\n(d)  in respect of an application for a name reservation for three months, $120;\nand\n(e)  in respect of an application for a name reservation for four months, $160.\n\nPART 2\n(section 41(2))\nThe fees payable by a company, other than an exempted company, in January of each\nyear after the year of its registration, to the Registrar under section 41(2) are as\nfollows \u2014\n(a)\nin the case of a non-resident company \u2014\n(i)\nwith no registered capital, or a registered capital not exceeding\n$42,000, an annual fee of $900; and\n(ii) with a registered capital exceeding $42,000, an annual fee of $1,140;\nand\n(b) in the case of any other company \u2014\n(i)\nwith no registered capital, or a registered capital not exceeding\n$42,000, an annual fee of $300; and\n(ii) with a registered capital exceeding $42,000, an annual fee of $500.\n\nPART 3\n(section 45(1))\nThe fees payable under section 45(2) on an increase of capital shall be in the case\nof \u2014\n(a)\nan exempted company which has a capital divided into shares, $500;\n(b) an exempted company which has not a capital divided into shares, $500;\n\nSCHEDULE 5\nCompanies Act  (2026 Revision)\n\nPage 196\nRevised as at 1st January, 2026\nc\n\n(c)\na company other than an exempted company which has a capital divided\ninto shares, $500; and\n(d) a company which has not a capital divided into shares, $500.\n\nPART 3A\n(sections 80A and 80B)\n1. The non-refundable application fee payable under section 80A is $300.\n2.\n The fee payable under section 80B on filing a change to \u2014\n(a)\nthe objects or activities of a company;\n(b) the address of the registered office or the location of a company; or\n(c)\nthe information to be submitted to the Registrar pursuant to section 80B(f),\nis $25.\n\nPART 4\n(section 169(1))\n1.\nThe annual fee payable by an exempted company except a special economic zone\ncompany, in January of each year after the year of its registration, to the revenues of\nthe Islands under section 169(1) is as follows \u2014\n(a)\nin the case of an exempted company with no registered capital, or a\nregistered capital not exceeding $42,000, an annual fee of $925;\n(b) in the case of an exempted company with a registered capital exceeding\n$42,000 but not exceeding $820,000, an annual fee of $1,225;\n(c)\nin the case of an exempted company with a registered capital exceeding\n$820,000 but not exceeding $1,640,000, an annual fee of $2,209; and\n(d) in the case of an exempted company with a registered capital exceeding\n$1,640,000, an annual fee of $2,793.\n2.\nThe annual fee payable by a special economic zone company, in the January of each\nyear of its registration to the revenues of the Islands under section 169(1) is a fee\nequal to the lowest band of the annual fee by an exempted company as set out in item\n1(a).\n\nCompanies Act (2026 Revision)\n\nSCHEDULE 5\n\nc\nRevised as at 1st January, 2026\nPage 197\n\nPART 5\n(section 184(2))\n1.\nThe fee payable by a foreign company under section 184(1) is $1,500.\n2.\nThe annual fee payable by a foreign company under section 184(2) is $1,650.\n\nPART 6\n(section 199(1))\nThe fee payable under section 199(1) wherever this Act provides for or requires the\nfiling of any document, notice or return with the Registrar or the issue of any\ncertificate or the Registrar provides a copy of any document in respect of which no\nfee is elsewhere specifically provided is as follows \u2014\n(a) filing any resolution, notice, return or any other document;\n$100\n(b) issuing any certificate;\n$150\n(c) providing a copy of any document (per folio of 72 words);\n$150\n(d) general search fee;\n$30\n(e)    where \u2014\n  (i)   filing a plan of merger or consolidation per constituent\nentity;\n(ii) the surviving or consolidated company is a foreign\ncompany, each constituent company other than the\nsurviving company pays a fee equal to three times the\nannual fee that would have been payable pursuant to\nsection 169 in the January immediatelypreceding the\nfiling of the plan of merger or consolidation by an\nexempt company having the same registered capital as\nthe constituent company on the date of filing of the plan\nof merger or consolidation;\n\n$600\n\n(f)\nfiling an application in respect of a dual foreign name.\n$200\n(g) any filing in respect of a liquidation\n$200\n\nPART 6A\n(section 55A(2))\n1.\nThe fee payable under section 55A(2) for each inspection of the list of the current\ndirectors of a company, and where applicable, the current alternate directors of a\ncompany is $50.\n\nSCHEDULE 5\nCompanies Act  (2026 Revision)\n\nPage 198\nRevised as at 1st January, 2026\nc\n\nPART 7\n(section 213(4) and (5))\n1.\nThe fee payable under section 213(4) to accompany an application under\nsection 213(1) is $500.\n2.\nThe fees payable by a segregated portfolio company under section 213(5) are \u2014\n(a)\nan additional fee of $2,000; and\n(b) an additional annual fee of $400 in respect of each segregated portfolio up\nto a maximum of $6,000.\nNote as to savings and transitional provisions:\nSection 8 of the Companies (Amendment) Act, 2007 [Law 15 of 2007] hereinafter called\n\u201cthe 2007 Act\u201d provides that \u2014\n1.\nAll proceedings in respect of offences committed or alleged to have been committed\nagainst any enactment repealed by the 2007 Act may be commenced or continued as\nif the 2007 Act had not come into force.\n2.\nEvery proceeding commenced under such a repealed enactment may be continued\nand completed \u2014\n(a)\nif the proceeding has been wholly or partly heard, as if the enactments\nrepealed by the 2007 Act were still in force; and\n(b) in other cases, as if the proceeding had been commenced under the 2007\nAct.\n3.\nWhere, apart from this section, anything done under or for the purposes of the Law\nbefore the coming into force of the 2007 Act would cease to have effect by virtue of\nthe repeal of any enactment in force before the coming into force of the 2007 Act it\nshall have effect as if it had been done under and for the purposes of the\ncorresponding provisions of the 2007 Act.\n\nPART 8\n(section 199(A))\nItem Number\nDescription of administrative service\nFee\n1.\nRefund processing fee\n$50\n2.\nPre-clearance applications for mergers or\nconsolidations under section 233\n$400\n3.\nFee for each application for correction of errors in\ndocuments filed with the Registrar under the Act\n$125\n4.\nCustomised certificate requested by a company\n$500\n\nCompanies Act (2026 Revision)\n\nSCHEDULE 5\n\nc\nRevised as at 1st January, 2026\nPage 199\n\nItem Number\nDescription of administrative service\nFee\n5.\nCustomised letter requested by a company\n$500\n6.\nCertification\n$150\n\nPART 9\n(section 200)\nItem Number\nDescription of administrative service\nFee\n1.\nApplication for registration under section 26, 184 or\n201\n$500\n2.\nApplication for re-registration under section 178,\n182A, 210 or 214\n$500\n3.\nApplication for the registration of a change of name\nunder section 31\n$150\n4.\nDeregistration in accordance with section 181(1)(b)\nor (c) or 182C(1)(b)\n$500\n5.\nApplication for deregistration under section 206\n$500\n6.\nApplication for a merger or consolidation under\nsection 233 or 237\n$500\n7.\nApplication for any other certificate which the\nRegistrar is authorised to provide under this Act\n$150\n8.\nFiling of any document (other than the filing of any\ndocument made as part of an application)\n$150\n9.\nCertification\n$150\n10.\nIssuing or making a copy\n$150\n11.\nCustomised certificate requested by a company\n$150\n12.\nCustomised letter requested by a company\n$150\n\nSCHEDULE 5\nCompanies Act  (2026 Revision)\n\nPage 200\nRevised as at 1st January, 2026\nc\n\nPublication in consolidated and revised form authorised by the Cabinet this 28th\nday of January, 2026.\nKim Bullings\nClerk of the Cabinet\n\nCompanies Act (2026 Revision)\n\nENDNOTES\n\nc\nRevised as at 1st January, 2026\nPage 201\n\nENDNOTES\nTable of Legislation history:\nSL #\nAct\/Law #\nLegislation\nCommencement\nGazette\n41\/2025\n\nCompanies (Amendment) Act, 2024 (Commencement)\nOrder, 2025\n11-Nov-2025\nLG42\/2025\/s1\n\n3\/2024\nCompanies (Amendment) Act, 2024\n1-Jan-2026\nLG13\/2024\/s1\n\nCompanies Act (2025 Revision)\n28-Jan-2025\nLG6\/2025\/s3\n50\/2024\n\nCompanies (Amendment and Validation) Act, 2024\n(Commencement) Order, 2024\n19-Dec-2024\nLG47\/2024\/s16\n\n11\/2024\nCompanies (Amendment and Validation) Act, 2024\n1-Jan-2025\nLG47\/2024\/s2\n37\/2024\n\nCompanies (Amendment of Schedule 5) Order, 2024\n1-Jan-2025\nLG36\/2024\/s1\n17\/2024\n\nCompanies (Amendment) Act, 2023 (Commencement)\nOrder, 2024\n31-Jul-2024\nLG26\/2024\/s2\n\n15\/2023\nCompanies (Amendment) Act, 2023\n31-Jul-2024\nLG41\/2023\/s3\n27\/2023\n\nCompanies (Amendment of Schedule 5) Order, 2023\n1-Jan-2024\nLG38\/2023\/s1\n16\/2023\n\nCompanies (Amendment of Schedule 4) Order, 2023\n19-Jul-2023\nLG20\/2023\/s1\n\nCompanies Act (2023 Revision)\n12-Jan-2023\nLG1\/2023\/S1\n28\/2022\n\nCompanies (Amendment) Act, 2021 (Commencement)\nOrder, 2022\n29-Jul-2022\nLG27\/2022\/s1\n19\/2022\n\nCompanies (Amendment of Section 254) Regulations,\n2022\n10-Jun-2022\nLG21\/2022\/s1\n\n6\/2021\nCompanies (Amendment) Act, 2021\n31-Aug-2022\nLG72\/2021\/s3\n\nCompanies Act (2022 Revision)\n14-Jan-2022\nLG2\/2022\/s5\n9\/2021\n\nCompanies (Amendment) (No. 3) Act, 2020\n(Commencement) Order, 2021\n20-Jan-2021\nLG5\/2021\/s6\n\n60\/2020\nCompanies (Amendment) (No. 3) Act, 2020\n1-Mar-2021\nLG1\/2021\/s4\n\n56\/2020\nCitation of Acts of Parliament Act, 2020\n3-Dec-2020\nLG89\/2020\/s1\n\nCompanies Act (2021 Revision)\n12-Jan-2021\nLG4\/2021\/s8\n\n56\/2020\nCitation of Acts of Parliament Act, 2020\n3-Dec-2020\nLG89\/2020\/s1\n115\/2020\n\nCompanies (Amendment) (No. 2) Law, 2020\n(Commencement) (No. 2) Order, 2020\n20-Aug-2020\nLG60\/2020\/s2\n78\/2020\n\nCompanies (Amendment) (No. 2) Law, 2020\n(Commencement) Order, 2020\n9-Jun-2020\nLG44\/2020\/s1\n\n19\/2020\nCompanies (Amendment) (No. 2) Law, 2020\n1-Oct-2020\nLG39\/2020\/s3\n27\/2020\n\nCompanies (Amendment) Law, 2020 (Commencement)\n(No. 2) Order, 2020\n27-Mar-2020\nLG22\/2020\/s1\n11\/2020\n\nCompanies (Amendment) Law, 2020 (Commencement)\n18-Feb-2020\nLG11\/2020\/s1\n\nENDNOTES\nCompanies Act  (2026 Revision)\n\nPage 202\nRevised as at 1st January, 2026\nc\n\nSL #\nAct\/Law #\nLegislation\nCommencement\nGazette\nOrder, 2020\n\n4\/2020\nCompanies (Amendment) Law, 2020\n15-May-2020\nLG10\/2020s1\n\nCompanies Law (2020 Revision)\n9-Jan-2020\nLG4\/2020\/s8\n34\/2019\n\nCompanies (Amendment) Law, 2019 (Commencement of\nSection 5) Order, 2019\n19-Sep-2019\nLG34\/2019\/s1\n\n10\/2019\nCompanies (Amendment) Law, 2019\n19-Sep-2019\nLG28\/2019\/s1\n\n46\/2018\nCompanies (Amendment) (No. 2) Law, 2018\n1-Jan-2019\nGE98\/2018\/s3\n6\/2019\n\nCompanies (Amendment) Law, 2017 (Commencement)\nOrder, 2019\n1-Feb-2019\nGE9\/2019\/s2\n\n37\/2018\nCompanies (Amendment) Law, 2018\n1-Mar-2019\nGE97\/2018\/s12\n62\/2017\n\nSchedule 4 of the Companies Law Departmental Notice,\n2017\n26-Jul-2017\nGE61\/2017\/p3\n62\/2015\n\nSchedule 4 of the Companies Law Departmental Notice,\n2015\n13-Feb-2015\nGE12\/2015\/p28\n\nCompanies  Law (2018 Revision)\n16-Mar-2018\nGE22\/2018 s6\n94\/2017\n\nCompanies (Amendment) (No.2) Law, 2017\n(Commencement) Order, 2017\n13-Dec-2017\nGE105\/2017\/s1\n\n42\/2017\nCompanies (Amendment) (No. 2) Law, 2017\n13-Dec-2017\nGE100\/2017\/s2\n21\/2017\n\nCompanies (Amendment) Law, 2017 (Commencement)\nOrder, 2017\n21-Apr-2017\nGE34\/2017s2\n\n2\/2017\nCompanies (Amendment) Law, 2017\n1-Jul-2017\nGE31\/2017\/s1\n\nCompanies Law (2016 Revision)\n2-Sep-16\nGE68\/2016\/s5\nE5\/2013\n\nERRATUM: Companies Law (2016 Revision)\n\nGE93\/2013\/p42\n\n3\/2016\nCompanies (Amendment) Law, 2016\n13-May-2016\nGE36\/2016\/s1\n43\/2015\n\nCompanies (Amendment) Law, 2015 (Commencement)\nOrder, 2015\n21-Oct-2015\nGR82\/2015\/s1\n\n14\/2015\nCompanies (Amendment) Law, 2015\n2-Nov-2015\nGE73\/2015\/s1\n\nCompanies Law (2013 Revision)\n11-Oct-2013\nGE82\/2013\/s6\n\n6\/2013\nCompanies (Amendment) (No. 2) Law, 2013\n6-May-2013\nG9\/2013\/s2\n\n1\/2013\nCompanies (Amendment) Law, 2013\n10-Jan-2013\nGE8\/2013\/s1\n\n29\/2012\nCompanies (Amendment) (No. 3) Law, 2012\n11-Dec-2012\nGE123\/2012\/s4\n\n14\/2012\nCompanies (Amendment) (No.2) Law, 2012\n5-Oct-2012\nGE94\/2012\/s1\n\n6\/2012\nCompanies (Amendment) Law, 2012\n10-Jan-2013\nGE4\/2013\/s6\n3\/2012\n\nCompanies (Amendment of Schedule) Order, 2011\n31-Jan-2012\nGE10\/2012\/s2\n\nCompanies Law (2012 Revision)\n8-Oct-2012\nG21\/2012\/s4\n\n29\/2011\nCompanies (Amendment) (No.2) Law, 2011\n12-Dec-2011\nGE108\/2011\/s2\n\nCompanies Law (2011 Revision)\n24-Oct-2011\nG21\/2011\/s4\n\n16\/2011\nCompanies (Amendment) Law, 2011\n27-Apr-2011\nGE\/32\/2011\/s3\n\nCompanies Act (2026 Revision)\n\nENDNOTES\n\nc\nRevised as at 1st January, 2026\nPage 203\n\nSL #\nAct\/Law #\nLegislation\nCommencement\nGazette\n\n37\/2010\nCompanies (Amendment) Law, 2010\n28-Sep-2010\nGE59\/2010\/s1\n\nCompanies Law (2010 Revision)\n19-Jul-2010\nG15\/2010\/s1\n\n33\/2009\nCompanies (Amendment) (No.2) Law, 2009\n1-Jan-2010\nGE91\/2009\/s4\n\nCompanies Law (2009 Revision)\n31-Aug-2009\nG18\/2009\/s2\n\n12\/2009\nCompanies (Amendment) Law, 2009\n11-May20-2009\nG10\/2009\/s4\n5\/2009\n\nCompanies (Amendment) Law, 2007 (Commencement)\nOrder, 2009\n22-Jan-2009\nGE5\/2009\/s1\n\n15\/2007\nCompanies (Amendment) Law, 2007\n1-Mar-2009\nG23\/2007\/s4\n\nCompanies Law (2007 Revision)\n9-Jul-2007\nG14\/2007\/s6\n\n13\/2006\nCompanies (Amendment) Law, 2006\n1-Jul-2006\nGE14\/2006\/s5\n\nCompanies Law (2004 Revision)\n26-Jul-2004\nG15\/2007\/s4\n\n28\/2003\nCompanies (Amendment) (Disposition of Property) Law,\n2003\n27-Jun-2004\nG2\/2004\/s6\n\n26\/2002\nCompanies (Amendment) (No.2) Law, 2002\n3-Feb-2002\nGE2\/2002\/s6\n\n22\/2002\nCompanies (Amendment) Law, 2002\n28-Jan-2003\nGE\/2003\/s2\n\n46\/2001\nCompanies (Amendment) (Segregated Portfolio\nCompanies) Law, 2001\n19-Mar-2002\nGE13\/2002\/s3\n\nCompanies Law (2002 Revision)\n2-Jul-2002\nGE13\/2002\/s1\n\n29\/2001\nCompanies (Amendment) Law, 2001\n12-Dec-2001\nGE30\/2001\/s7\n\n10\/2001\nCompanies (Amendment) (Fees) Law, 2001\n1-Jun-2001\nGE11\/2001\/s14\n\nCompanies Law (2001 Second Revision)\n30-Apr-2001\nGE8\/2001\/s2\n\n5\/2001\nCompanies (Amendment) (Control of Bearer Shares) Law,\n2001\n26-Apr-2001\nGE7\/2001\/s5\n\nCompanies Law (2001 Revision)\n26-Mar-2001\nG7\/2001\/s2\n\n7\/2000\nElectronic Transactions Law, 2000 (part)\n11-Sep-2000\nG19\/2000\/s2\n\nCompanies Law (2000 Revision)\n8-May-2000\nG10\/2000\/s1\n\n5\/1999\nCompanies (Amendment) (Euro) Law, 1999\n7-Jun-1999\nG12\/1999\/s3\n\n20\/1998\nFinance Law, 1998 (part)\n16-Nov-1998\nG7\/1999\/s10\n\nCompanies Law (1998 Revision)\n3-Aug-1998\nG16\/1998\/s2\n\n6\/1998\nCompanies (Amendment) (Segregated Portfolio\nCompanies) Law\n11-May-1998\nG10\/1998\/s4\n\n4\/1998\nCompanies (Amendment) (Exempted Companies) Law,\n1998\n14-Apr-1998\nG8\/1998\/s4\n\n26\/1997\nCompanies (Amendment) (Protection of Depositors) Law,\n1997\n10-Mar-1998\nG16\/1998\/s16\n\n14\/1996\nCompanies Law (1995 Revision) (Amendment)\n(Authorised Signatures) Law\n25-Nov-1996\nG25\/1996\/s4\n\nCompanies Law (1995 Revision)\n21-Aug-1995\nG17\/1995\/s1\n\nENDNOTES\nCompanies Act  (2026 Revision)\n\nPage 204\nRevised as at 1st January, 2026\nc\n\nSL #\nAct\/Law #\nLegislation\nCommencement\nGazette\n\n8\/1994\nCompanies (Amendment) (No.2) Law, 1994\n15-Nov-1994\nG23\/1994\/s4\n\n2\/1994\nCompanies (Amendment) Law, 1994\n28-Mar-1994\nGE\/1994\/s2\n\n33\/1993\nCompanies (Amendment) (No.3) Law, 1993\n14-Dec-1993\nGE\/1993\/s10\n\n23\/1993\nCompanies (Amendment) (No.2) Law, 1993\n13-Dec-1993\nGE25\/1993\/s2\n\n3\/1993\nCompanies (Amendment) Law, 1993\n18-May-1993\nGE10\/1993\/s7\n\n11\/1992\nCompanies (Amendment) Law, 1992\n2-Sep-1992\nGE\/1992\/s1\n\n23\/1991\nThe Fees (Miscellaneous Amendment) Law, 1991 (part)\n15-Jan-1992\nGE\/1991\/s1\n\n3\/1991\nCompanies (Amendment) Law, 1991\n6-May-1991\nG9\/1991\/s6\n\n10\/1990\nCompanies (Amendment) Law, 1990\n21-Sep-1990\nGE\/1990\/s3\n\n14\/1989\nCompanies (Amendment) Law, 1989\n20-Nov-1989\nG24\/1989\/s8\n\n14\/1988\nCompanies (Amendment) Law, 1988\n13-Mar-1989\nG6\/1988\/s4\n\n24\/1987\nCompanies (Amendment) Law, 1987\n18-Jan-1988\nG2\/1988\/s1\n\n38\/1985\nCompanies (Amendment) (No.2) Law, 1985\n6-Jan-1986\nG1\/1986\/s6\n\n15\/1985\nCompanies (Amendment) Law, 1985\n30-Sep-1985\nG14\/1985\/s7\n\n22\/1984\nCompanies (Amendment) (No.2) Law, 1984\n29-Oct-1984\nG22\/1984\/s5\n\n2\/1984\nCompanies (Amendment) Law, 1984\n30-Apr-1984\nG9\/1984\/s7\n\n34\/1983\nCompanies (Amendment) Law, 1983\n1-Jan-1984\nG9\/1984\/s11\n\n21\/1981\nCompanies (Amendment) Law, 1981\n1-Jan-1982\nG23\/1981\/s3\n\n6\/1980\nCompanies (Amendment) Law, 1980\n19-May-1980\nG10\/1980\/s6\n\n16\/1978\nCompanies (Amendment) Law, 1978\n25-Sep-1978\nG20\/1987\/s1\n\n19\/1977\nCompanies (Amendment) Law, 1977\n21-Nov-1977\nG24\/1977\/s2\n\n25\/1975\nCompanies (Amendment) Law, 1975\n1-Jan-1976\nG26\/1975\/s11\n\n24\/1974\nCompanies (Amendment) Law, 1974\n1-Jan-1975\nG1\/1975\/s6\n\n7\/1973\nCompanies (Amendment) Law, 1973\n2-Aug-1973\nGN128\/1973\n\n1\/1971\nCompanies (Amendment) Law, 1970\n8-Jan-1971\nGN 2 of 1971\n\n9\/1966\nCompanies (Amendment) Law, 1966\n1-Aug-1966\nGN 79 of 1996\n\nCap 22\nCompanies Law\n1-Jan-1964\nLaws of the CI\n(Vol I \u2013 p.283)\n\n(Price: $40.80)","akn_extracted_at":"2026-06-22 15:31:01.239997+00","cms_id":"1961-0003","law_type":"principal","year":"1961","number":"3","title":"Companies Act","status":"in_force"},"provenance":{"files":[{"file_id":"5848","expr_id":"699","kind":"akn_xml","filename":"1961-0003_2026 Revision.akn.xml","source_url":null,"storage_path":"\/Users\/q\/kyleg-data\/working\/PRINCIPAL\/1961\/1961-0003\/1961-0003_2026 Revision.akn.xml","content_md5":"7c91c29556dfc008c29fb481eb3ac96c","byte_size":"466486","http_last_modified":null,"fetched_at":"2026-06-22 15:31:04.612733+00"},{"file_id":"1397","expr_id":"699","kind":"pristine_pdf","filename":"1961-0003_2026 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