No. of 2019
A BILL to amend the Companies Act Cap. 21.03.
BE IT ENACTED by the Queen’s Most Excellent Majesty, by and with the advice and consent of the National Assembly of Saint Christopher and Nevis and by the authority of the same as follows:
1. Short Title.
This Act may be cited as the Companies (Amendment) Act, 2019.
In this Act, a reference to the expression, “Act”, means the
Companies Act Cap. 21.03.
3. Amendment of the Act.
The Act is amended by inserting immediately after section 72, a
new section 72A. as follows:
“ 72A. Change of Directors or Shareholders.
(1) Where a company changes its Directors or
shareholders, the Company shall support every change with a Resolution of its Board of Directors authorising that change.
(2) A change made pursuant to subsection (1)
shall be notified to the Registrar, in writing, within 21 days of that change and the notification shall be accompanied by
(a) a copy of the Resolution authorising the change; and
(b) all identifying particulars pursuant to the provisions of sections 8, 84 and 85, of the Directors and shareholders named in the Resolution.
(3) Where a company fails to notify
the Registrar of a change, the Company commits an offence and shall be liable to a prescribed late fee and to a fine of two hundred and fifty dollars for each day on which the offence continues.”.
4. Amendment of Section 103.
Section 103 of the Act is amended as follows:
(a) In subsection (1), by inserting the expression, “and all underlying documents” immediately after the expression, “accounting records”.
(b) In subsection (2), by deleting the subsection and replacing it as follows:
“ (2) A company’s accounting records and all underlying documents shall be kept at the registered office of the company in the Federation and shall be made available for inspection whenever so required by the relevant authority.”.
(c) by deleting subsection (3) and renumbering accordingly.
5. Amendment of Act.
The Act is amended by inserting immediately after section 224, the following new section 224A
“(1) Subject to section 224, where an exempt company was incorporated before January 1st 2019, that exempt company shall not
(a) acquire any new assets or engage in any new activity that is inconsistent with the objects or purposes for which the exempt company was incorporated;
(b) acquire intellectual property assets directly or indirectly or profit from the intellectual property assets of related parties;
(2) For the purposes of this section, “intellectual
property assets” means the benefits derived from rights in intellectual property.
A. MICHAEL PERKINS
Passed by the National Assembly this day of , 2019.
Clerk of the National Assembly