Companies 2014-19 - Laws of Gibraltar

1 Companies Government of Gibraltar ( ) 2014 -19 Companies ACT 2014 Principal ActAct. ( )except (3)(a) and 189(3)(b) ofthe Act shall not come into currentprovisionsCommencementdateAct. ,24(1)(a), 65(1), 70(4),102(5)(b), 126(3), 137(2)(c), 154(1),163(2)(c)(iii), 168(5), 189(1), (2),(3), 192(2),, 208,237(1), (2), (7),247(6), 252(4), 260, 263(2),352(A),359(1), 398(1)(n), 426(5), 430(1),441, 465(6)(a), 467(6)(a), Schs. 2, 5,8, 9, 13, 15, 21, 23, 24, 26, by 180(1)(e), (4), 237(1), 237A,240(1A), (3), 244(2)(b), (c), (d),(da), (g), (j), 245(2), (2A)-(2C),(7A), (7B), 246(2), (3),247(2), (4),248, 250(3), (4), (6), 251(1), (2),(6A), (7), (8), 252(7), 253(1), (1A),254(2),(5)(b),258(1), (1A), (2),(2A), (3), (4), (5), 259(3), 270(a),(e), 271, 272(1)(a), (2), 273(2),276(7), 279(1), 281(2), 282(A1), (5),(7),283, 285(1), (aa), (b), (2), (3),(5), 286(1), (aa), (b), (2), (3), (5),287(3), (4), (6), 288(3),289(2), (6),1 These Regulations have effect in relation tofinancial years beginning on or after 1 January 2016, anda financial year of a company beginning on or after 1 January 2015,but before 1 January 2016, if the directors of the company so determining whether a company or group qualifies as small or medium-sized undersection 293 and Schedule 9 of the Companies Act 2014 in relation to a financial year inrelation to which the amendments made by these Regulations have effect, the company orgroup is to be treated as having qualified as small or medium-sized (as the case may be) inany previous year in which it would have so qualified if amendments to the same effect asthe amendments made by these Regulations had had effect in relation to that previous Government of Gibraltar ( ) 2014 -19(7), (8), 291, 292(2), (3), 293, 294A,Sch.

2 9, 11, 12, 13, 14, 15, 16, 17, 18,19, 21, (2), (3), 366(1),369(1A),414(1), Sch. 2015 (1), (2), (4), 251(5)(c), (d), (e),(7), (8), (9), 252A, 252B, 254(1),258(2B), 281(2), Sch. 2017-03s. 67A, Sch. 2017/196s. 426, Sch. :Directive 78/660/EECD irective83/349/EECD irective 2006/43/ECDirective 2013/34/EUDirective 2014 /95/EUEU Legislation/International Agreements involved:2 The amendments made by these regulations apply in relation to the financial years ofcompanies and qualifying partnerships beginning on or after 1 January Government of Gibraltar ( ) 2014 -19 ARRANGEMENT OF SECTIONSPART title and of and unlimited and private IIFORMATION OF COMPANIESM emorandum of forming incorporated of with respect to the Companies : provisions of memorandum treated asprovisions of as to of capital and of of and its of certificate of of of a of that are Collective investment schemesCompanies Government of Gibraltar ( ) that company is a Collective Investment of private company.

3 In which company ceases to be, or toenjoy privilegesof a private IIIA COMPANY S CONSTITUTION AND RELATED MATTERSCHAPTER company s OF of of Minister to prescribe model application of model of of to be sent copy of amended with respect tonames on registration of Companies by certain to dispense with Limited in name of charitable and of to require company to change name to require company to change misleading for misuse of Limited .Generalprovisions withrespect tocompany of company s as to memorandum and articles of Companies limited documents to be provided to Government of Gibraltar ( ) 3RE-REGISTRATION AS A MEANS OF ALTERING A COMPANY of status by company becoming of private company as as to share as to net allotment of shares for non-cash and accompanying of proposed of certificate of incorporation on company becoming of public company as private limited to court to cancel to Registrar of court application or and accompanying of certificate of incorporation on limited company becoming of private limited company as and accompanying of certificate ofincorporation on private company becoming of unlimited company as and accompanying of certificate of incorporation on of capital required where company already has company becoming private and of public company as private and of certificate of incorporation on limited byshares becoming a company limited byguarantee and nothaving a share capitalCompanies Government of Gibraltar ( )

4 Of company limited by shares as company limited byguarantee and not having a share of re-registration under by shares becoming a company limited by guarantee and havinga share of company limited by shares as company limited byguarantee and not having a share of re-registration under section limited by guarantee and not having a share capitalbecomingacompany limited by of company limited by guarantee and not havingshare capital as company limited by of re-registration under section limited by guarantee and having a share capital becoming a companylimited by of company limited by guarantee and having sharecapital asacompany limited by of re-registration under section and registration as limited of company limited by shares or guarantee onregistrationas a limited of company limited by guarantee or by shares andguarantee on registration as a of limited partnershipon registration as a companylimited by shares or 4 CONTRACTS of directors to bind the to enquire as to capacity of company or authority of documents by Government of Gibraltar ( ) of of of deeds or other documents by IVPROSPECTUSES,SHARE CAPITAL AND and registration of for collective investment requirements as to particulars in on alteration of terms mentioned in prospectus for statements in containing offer of shares or debentures for sale to bedeemed of allotment unless minimum subscription of allotment in certain cases unless statement in lieu ofprospectusdelivered to of irregular as to supplementary to for allotted to be allotted as at least one quarter paid on payment by long-term consideration to be valued before to valuation requirement.

5 Merger and to public company of non-cash asset in of company required for certain where issue not fully to certain private Companies of conditions as to to pay certain commissions and prohibition of payment of allothercommissions and in balance sheet as to commissions and of shares in public company by another of provision of financial assistance by company forpurchase of its Government of Gibraltar ( ) of section100in the case of private declaration under resolution under forgiving financial assistance under of company to purchase own shares and interpretation ofsections101 to other than for value, in reduction of capital, alteration ofobjects and on on power of company to purchase own of off-market and market for off-market for contingent purchase for market or release of company s right to purchase own apart from purchase price to be made out of by company of purchase of own capital redemption or purchase of own shares out of capital (private companiesonly)

6 Of private Companies to redeem or purchase own shares out of profits for purposes of for payment out of for special resolution under for proposed payment out by company s members or of court on application under of company s failure to redeem or andshares to issue redeemable of premiums received on issue of to issue shares at a as of company to arrange for different amounts being paid liability of limited of company limited by shares to alter its share to Registrar of consolidation ofshare capital and conversionof shares into of increase of share Government of Gibraltar ( ) of unlimited company to provide for reserve share capital of company to pay interest out of capital in certain resolution for reduction of share to court for confirming order, objections by creditors,and settlement of list of objecting confirmingreduction and powers of court on making of order and minute of of members in respect of reduced on concealment of name of Companies reducing capital belowauthorised of shareholders of holders of special classes of of rights attached to any class of of members against unfair by a company by the of the Court under this of general rule-making of order affecting company s constitution to be delivered provisions where company s constitution ofshares anddebentures andevidence provisions as to transfers of of company with respect to issue of of be evidence of of grant of and effect of share warrants to for personation of of share of share of toRegistrar of of capital in connection with Government of Gibraltar ( )

7 To Registrar of reduction of capital in connection as of debenture holders and shareholders to inspect register ofdebenture holders and to have copies of trust to re-issue redeemed debentures in certain performance of contracts to subscribe VREGISTRATION OF CHARGESR egistration of charges with Registrar of of charges created by Companies registered rules relating to of company to register charges created by of company to register charges existing on property of charges to be kept by of certificate of registration on of of register of as to company s register of charges and as to copies ofinstruments creating of instruments creating charges to be kept by companyandavailable for s register of VICHAPTER 1 MANAGEMENT AND ADMINISTRATIONR egistered office and office of of name by to be shown on letterheads, on commencement of on commencement of Government of Gibraltar ( ) 2014 -19 Register of of of register of to close of court to rectify not to be entered on to be return to be made company having a share of allotment, redemption and purchase of own shares tobe made by a collective investment schemewhich is a return to be made by company not having share provisions as to annual to be sent by private company with annual and general meeting and statutory of extraordinary general meeting on as to meetings and of notice of meetings on a at meetings of sole of Companies at meetings of other Companies and as to ordinary as to extraordinary and special documents relating to written resolutions by of written resolutions on between this Part and provisions of the company and copies of certain resolutions and passed at adjourned of proceedings of meetings and of decisions by the sole of minute of Companies and their affairs.

8 On report by of company to appoint of inspectors to be Government of Gibraltar ( ) 2014 -19 Directors and of of company on appointment or advertisement of ofdirector or as to undischarged bankrupts acting as directors of acts of of of company mayhave directors with unlimited resolution of limited company making liability of as to remuneration of directors to be furnished by directors of interest in with sole members who are as to payments received by directors for loss of office oron as to assignment of office by of provisions in articles or contracts relieving officers from as to liability of officers and 2 DERIVATIVE Derivative for permission to continue derivative for permission to continue claim as a derivative permission to be for permission to continue derivative claim brought byanother VIIACCOUNTS AND AUDITCHAPTER of Part entity excluded from of annual accounts.

9 Mainstream Government of Gibraltar ( ) 2014 -19 CHAPTER 2 ACCOUNTS OTHER THAN CONSOLIDATED of and loss account and balance ofannual to receive copies of balance sheets and auditors accounts; mainstream to determine items shown in a company s accounts:mainstream Companies : Non-IAS Companies : Non-IAS accounts; layout of balance sheetandprofit and loss of the notes on the accounts: mainstream Companies : Non-IAS on account: mainstream required in notes to annualaccounts: particulars of annual reports: mainstream to prepare directors report: general reports; corporate report: business report: Non-financial information of the non-financial information s duties as to preparation and filingof and auditor provisions as to auditors and their report and right of access to books and right to attendgeneral for small of provisions protecting auditors from for costs of successfully defending limitation of liability limitation of agreement by members of the of liability limitation Government of Gibraltar ( )

10 Of agreement by revision of defective accounts and of accounting reference from preparation, audit and publication of allowed for delivering accounts and and publication of accounts in where a company wishes to circulate its accounts tothe ACCOUNTSI nterpretation and and subsidiary of undertaking and related to the of group of group 3 group of for parent Companies included in accounts of for parent Companies included in non-EEA undertakings included in the of individual profit and loss account where required in notes to accounts: related required in notes to annual accounts: particulars of for small and medium-sized of group as small or medium-sizedor of Government of Gibraltar ( ) 2014 -19 PART VIIIARRANGEMENTS AND of sections296 to of creditors or order for holding of to be circulated or made of directors and trustees to provide sanction for compromise or sanction for compromise or and of court to facilitate reconstruction or of company with respect to articles anddivisions of of sections303to351to and merging applicable to terms of scheme (merger).