COMPANIES ACT 2006 - Legislation

1 CHAPTER No. 13 COMPANIES ACT 2006 Copyright Treasury of the Isle of ManCrown Copyright reservedSee introductory page for restrictions on copying and reproductionCHAPTER No. ACT 2006 Arrangement of SectionsSectionPA RT IINCORPORATION AND STATUS OF COMPANIESC hapter 1 of to incorporate a of a become members of the company on 2 Memorandum and to prescribe model of memorandum and of memorandum and of notice of amendment of memorandum or of copies of memorandum and articles to 3 Company part of company on company character may change may direct change of of change of of company No.

2 Of of company 4 Capacity and legal of directors to bind the RT I ISHARESC hapter 1 of this nature of attaching to of value and no par value on bearer of share 2 Issue of of to pay for No. issued for consideration other than to issue of of on on of of class documentsChapter 3 Transfer of of of transfer of of securities without a written RT of solvency test and distribution . of distributions made when company did not satisfysolvency may purchase, redeem or otherwise acquire its for purchase, redemption or other acquisition of to one or more of of company s failure to purchase, redeem or acquireown of share No.

3 RT I of shareholder , guarantee member and unlimited member . to have one or more of of of members as evidence of legal of register of of of of meetings of for meetings of may call meeting of of notices on RT VCOMPANY ADMINISTRATIONC hapter 1 Registered Office and Registered of registered office or registered of registered agent ceasing to be eligible to No. 2 Company to be kept at office of registered records to be maintained by to keep accounting of of of process etc. on and common 3 Annual return to be made by a companyChapter 4 General and execution of before notes and bills of of or attestation of RT V IDIRECTORSC hapter 1 Management by by of 2 Appointment, Retirement and Resignation not permitted to act as to act as No.

4 Of of of of former of court to grant relief in certain of acts of of and expenses of 3 Directors appointments and of disclosing interest may vote and count in 4 Proceedings of Directorsand Miscellaneous of of meetings of for meetings of of for RT VIIPROTECTED CELL COMPANIESC hapter 1 Formation of Protected Cell of this No. cell nature of a 2 of cells and cellular and non-cellular and non cellular assets: directors 3 Cell Share Capital and share and non-cellular 4 Assets and of non-cellular assets and of cellular and non-cellular as to liability attributable to of to cellular assets by 5 Receivership orders in relation to for receivership of receiver and effect of receivership and variation of receivership of 6 in relation to liquidation of 7 General to inform persons that they are dealing with No.

5 Interests in respect of cell for directors for internal VIIIREGISTRATION OF of this to keep register of of of registered registration of ceasing to affect company s of enforcement of RT I XRE-REGISTRATIONC hapter 1 Re-registration of a Company Incorporatedunder this of company to to on re-registration of company with of 2 Re-registration of a 1931 Act of 1931 Act company to to re-register a 1931 Act of a 1931 Act of re-registration of a 1931 Act No. RT XSCHEMES OF MERGER, CONSOLIDATION ANDARRANGEMENTS AND RIGHTS OF DISSENTERSC hapter 1 Mergers and of this of merger or of merger or of consolidated of merger or 2 to enter into for facilitating of Court 3 Dissenting to acquire shares of shareholders dissenting fromscheme or contract approved by of RT X ICONTINUATIONC hapter 1 Continuation of Foreign for consent to be continued in the Isle of of of continuance of foreign No.

6 2 Discontinuation of Isle of Man for consent to of to be of on discontinuance of Isle of Man of discontinuance of RT XIIMEMBERS of this compliance of derivative of Court where leave granted under section , settlement or withdrawal of derivative actions by XIIILIQUIDATION AND RECEIVERSHIP, STRIKING-OFF,DISSOLUTION AND RESTORATIONC hapter 1 Liquidation and of the COMPANIES Act 2 company off No. of of company struck off the of name of company to register by of name of company to register by of liquidator of company struck 3 Alternative Procedure forDissolving Solvent procedure for dissolving solvent of dissolved COMPANIES by the procedure for restoration of dissolved 4 Property of Dissolved of dissolved company to be bona to disclaim title to property vesting under section of property vesting under section RT XIVINVESTIGATION OF of inspector.

7 S s in No. RT X VADMINISTRATION AND registration of register of registration of register of of of of of Registrar to refuse to register and evidence of of of good and struck off liable for fees, payable to of forms by RT XVIMISCELLANEOUS by of company and foreign company . of subsidiary and holding company . of director . of COMPANIES Acts 1931 to and No. title and 1 Amendment of 2 Enactments provide for the incorporation,management and operation ofdifferent types of COMPANIES , forthe relationships betweencompanies and their directors andmembers and to provide forconnected and , your Majesty s most dutiful and loyal subjects, theCouncil and Keys of the said Isle, do humbly beseech yourMajesty that it may be enacted, and be it enacted, by the Queen sMost Excellent Majesty, by and with the advice and consent ofthe Council and Keys in Tynwald assembled, and by the authorityof the same.

8 As follows (that is to say): PA RT IINCORPORATION AND STATUS OF COMPANIESC hapter 1 company may be incorporated or continued under this Actas (a) a company limited by shares;(b) a company limited by guarantee;(c) a company limited by shares and by guarantee;(d) an unlimited company with shares; orTypes Act in Tynwald: 16th October 2006 Received Royal Assent: 16th October 2006 Announced to Tynwald: 16th October 2006 AN ACT}Isle of Manto Wit206 COMPANIES Act (e) an unlimited company without (1) Subject to subsection (2), application may be made tothe Registrar for the incorporation of a company by filing (a) a memorandum complying with section 5; and(b)if the articles of the company are to differ from the relevantmodel articles or if the company is a protected cell companyor an unlimited company without shares, articles.

9 (2) An application for the incorporation of a company maybe filed only by the person named in the memorandum as the firstregistered agent of the proposed company and the Registrar shallnot accept an application for the incorporation of a company filedby any other (1) Upon receipt of the documents filed under section 2(1),the Registrar shall (a) register the documents;(b) allot a unique number to the company; and(c) issue a certificate of incorporation to the company inthe prescribed form.(2) A certificate of incorporation issued under subsection(1) is conclusive evidence that (a) all the requirements of this Act as to incorporation havebeen complied with; and(b) the company is incorporated on the date specified inthe certificate of the incorporation of a company (a)each subscriber becomes a member of the company witheffect from the date of its incorporation.

10 And(b) each subscriber who agreed, in the memorandum, totake one or more shares in the company (i) is deemed to have been issued with the number ofshares that such subscriber is specified in thememorandum as having agreed to take; andApplication toincorporate a ofthe Act (ii) becomes liable to the company to pay the amountthat such subscriber is specified in thememorandum as having agreed to pay for 2 Memorandum and Articles5.(1) The memorandum of a company shall state (a) the name of the company;(b) whether the company is (i) a company limited by shares;(ii) a company limited by guarantee;(iii) a company limited by shares and by guarantee;(iv) an unlimited company with shares; or(v) an unlimited company without shares;(c)the address of the first registered office of thecompany;(d) the name of the first registered agent of the company;(e)the full name and residential or business address of eachsubscriber.