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Companies Act 2006
Contents
Title 24 Shares must not impose liabilities on
1 Short Title holder
Part 1
Preliminary provisions Issue of shares
25 Issue of initial shares
2 Commencement 26 Issue of other shares
3 Interpretation 27 Time of issue of shares
4 Overview
5 Act binds the Government Distributions—general
28 Distributions prohibited unless
Part 2 solvency test satisfied
Incorporating new companies 29 Recovery of improper distributions
Subpart 1—Incorporation Dividends
30 Dividends
6 Application for incorporation
7 Certificate of incorporation Acquisition of own shares
8 Effect of incorporation 31 Company may acquire its own shares
9 Registration as private company or 32 Cancellation of shares acquired by
public company company
33 Enforcement of contract to repurchase
Subpart 2—Names shares
10 Name of company Redeemable shares
11 Change of name 34 Redeemable shares
12 Direction to change name 35 Redemption of redeemable shares
13 Use of company name
Assistance by company in purchase
Subpart 3—Company rules of its own shares
36 Financial assistance
14 Adoption and alteration of rules
15 Model rules Cross-holdings
16 Contents and effect of rules 37 Cross-holdings
Subpart 4—Registered office and postal address Transfer of shares
38 Transfer of shares
17 Registered office and postal address 39 Transfer of shares by operation of law
18 Change of registered office and postal
address Share register
19 Requirement to change registered office 40 Company to maintain share register
or postal address 41 Share register as evidence of legal title
42 Power of Court to rectify share register
Part 3 43 Trusts not to be entered on register
Shares 44 Registration of personal representative
or assignee of bankrupt
General
20 Legal nature of shares Share certificates
21 No nominal value 45 Share certificates
22 Minimum number of shares
23 Rights and powers attached to shares
Part 4 73 Persons deemed to be directors for
Shareholders liability purposes
Subpart 1—General Indemnities and insurance for directors
74 Certain indemnities prohibited
46 Every company must have at least 1 75 Company may indemnify or insure
shareholder directors
47 Liability of shareholders
48 Decisions that must be made by Defences
shareholders 76 Defences for directors
49 Decisions that may be made by
shareholders Subpart 3—Prohibition and
50 Shareholder approval of major transactions disqualification of directors
51 Unanimous shareholder approval
52 Shareholder written resolutions 77 Persons prohibited from managing
53 Shareholder meetings companies
78 Court may disqualify directors
Subpart 2—Alteration of shareholder rights 79 Persons entitled to apply for order under
section 78
54 Alteration of shareholder rights 80 Notice of application for order under
55 Repurchase of dissenter’s shares section 78
81 Application of sections 82 to 84
Subpart 3—Disclosure to shareholders 82 Court may prohibit persons from
managing companies
56 Annual report to shareholders 83 Notice of application
57 Inspection of company records by 84 Liability for contravening sections
shareholders 77, 78, or 82
58 Request for information held by company
59 Company must provide requested Subpart 4—Office of director
information
60 Reasons for refusing information Appointment and retirement of directors
61 Shareholder may withdraw request 85 Qualifications of directors
62 Court may order company to provide 86 Appointment of directors
requested information 87 Director ceasing to hold office
63 Investigation at request of shareholder 88 Notice of change of directors
Part 5 Miscellaneous
Directors 89 Remuneration of directors
90 Proceedings of directors
Subpart 1—Powers and duties
Part 6
Powers Enforcement
64 Management of company
Injunctions
Duties
65 Fundamental duties of directors 91 Injunctions to require compliance with
66 Duty of directors to comply with Act Act and rules
67 Duty of directors to comply with rules
68 Interest of director in company transactions Derivative actions
69 Use and disclosure of company 92 Leave to bring proceedings
information 93 Who may apply for leave to bring
70 Standard of care of directors proceedings
71 Obligations of directors in connection 94 Matters that Court must consider
with insolvency 95 When leave may be granted
72 Effect of unanimous shareholder approval 96 Procedural matters
on certain duties of directors
97 Powers of Court 124 Annual returns
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98 Costs of derivative action to be met by 125 Registrar may send annual return form to
company company
126 Other documents to be sent to Registrar
Personal actions by shareholders 127 Annual report to shareholders
99 Personal actions by shareholders against 128 Other documents to be sent to shareholders
company
100 Personal actions by shareholders against Subpart 4—Accounting and audit
directors
101 Representative actions 129 Accounting records to be kept
130 Financial statements to be prepared
Prejudiced shareholders 131 Application
102 Prejudiced shareholders 132 Appointment of auditor
103 Certain conduct deemed prejudicial 133 When auditor ceases to hold office
104 Alteration to rules by Court 134 Registrar may appoint auditor on request
of shareholder
Certain applications 135 Qualifications of auditor
105 Effect of arbitration clause in rules 136 Statement by auditor in relation to
106 Application for relief by Registrar resignation or removal
137 Auditor to avoid conflict of interest
Part 7 138 Auditor’s report
Administration of companies 139 Access to information
140 Auditor’s attendance at shareholders’
Subpart 1—Dealings with third parties meeting
Binding company Subpart 5—Company charges
107 Authority to bind company
108 Attorneys 141 Charges may be registered
109 Validity of dealings with third parties
110 Assumptions that may be made by third Part 8
parties Amalgamations, etc
111 Transactions in which directors are
interested Subpart 1—Amalgamations
112 Transactions entered into by directors
in breach of certain duties 142 Amalgamations
113 Effect on third parties 143 Notice of proposed amalgamation
144 Registration of amalgamation proposal
Pre-incorporation contracts 145 Certificate of amalgamation
114 Pre-incorporation contracts may be ratified 146 Effect of certificate of amalgamation
115 Warranties implied in pre-incorporation 147 Registers
contracts 148 Powers of Court in relation to
116 Failure to ratify amalgamations
Subpart 2—Company records Subpart 2—Approval of amalgamations,
etc, by Court
117 Company records
118 Form of records 149 Interpretation
119 Alternative locations of records 150 Approval of amalgamations, etc
120 Inspection of records by directors 151 When Court may approve amalgamations,
121 Inspection of records by shareholders etc
122 Inspection of records by public 152 Initial Court orders
123 Manner of inspection 153 Court may make additional orders
154 Copy of orders to be delivered to Registrar
Subpart 3—Documents to be sent to 155 Application of section 209
Registrar and shareholders
Part 9 First creditors’ meeting
Insolvent companies 178 Preparation for first creditors’ meeting
179 Notice of first creditors’ meeting
Subpart 1—Administrations 180 Proceedings at first creditors’ meeting
181 Offence not to comply with sections 178 or
Purpose 179
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156 Purpose
Reports by administrators
Beginning of administration 182 Reports by administrators
157 When administration begins 183 Court may direct administrator to lodge
report
Restrictions on appointment of administrator
158 Restrictions on appointment of Watershed meeting
administrator 184 What is watershed meeting
185 Administrator must convene watershed
meeting
How administrator may be appointed 186 Notice of watershed meeting
159 Who may appoint administrator 187 When watershed meeting must be held
160 Directors may appoint administrator 188 What creditors may decide at
161 Liquidator may appoint watershed meeting
administrator
162 Secured creditor may appoint End of administration
administrator 189 When administration ends
163 Appointment of administrator not to be 190 Normal way for administration to end
revoked 191 Other ways in which administration may
164 Court may remove administrator end
192 Notice of end of administration
Notices
165 Notices given by administrator Creditors’ resolution approving compromise
166 Notice given by secured creditor 193 Effect of creditors’ resolution
167 Requirements for notices given under approving compromise
sections 165 or 166 194 Contents of compromise document
168 Notice of administration 195 Application of subpart 2 to compromise
proposed by administrator
Investigation of company’s affairs 196 Notice of approval of compromise
169 Administrator to investigate company’s
affairs Creditors’ resolution approving
170 Directors to deliver documents to appointment of liquidator
administrator 197 Creditors’ resolution approving
171 Directors to give administrator appointment of liquidator
statement of company’s affairs 198 Notice of appointment of liquidator
172 Directors must give administrator
other information Protection of persons during administration
173 Offence not to comply with sections 170 to 199 Protection of persons dealing with
172 administrator, etc
200 Validity of things done during
Administrator’s rights to administration
company’s documents 201 General power to make orders
174 Restriction on enforcement of lien over 202 Court order protecting creditors or
company’s documents shareholders
175 Delivery of company’s documents held 203 Court orders to protect creditors during
by secured creditor administration
176 Notice to deliver company’s documents
to administrator Subpart 2—Compromises with creditors
177 Offence not to comply with sections
174 to 176 204 Compromise proposal
205 Notice of proposed compromise 235 Delivery of document held by secured
206 Effect of compromise creditor
207 Variation of compromise 236 Documents held by receiver
208 Powers of Court
209 Effect of compromise in liquidation of Meetings
company 237 Notice of first creditors’ meeting
210 Costs of compromise 238 Timing of first creditors’ meeting
239 Purpose of first creditors’ meeting
Subpart 3—Liquidations 240 Replacement liquidator
241 Effect of directors resolving company
Purpose able to pay its debts
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