This Act may be cited as the Companies Reregistration Act 1993.
(2)
This Act shall come into force on the 1st day of July 1994.
2-
Interpretation
(1)
In this Act, unless the context otherwise requires,—
Application for reregistration means an application for registration of an existing company under this Act
Director, in relation to an existing company, includes—
(a)
Any person occupying the position of director by whatever name called; and
(b)
A person in accordance with whose directions or instructions the persons occupying the position of directors of the company are accustomed to act:
Existing company means a body corporate registered under Part 2 or Part 8 or Part 10 of the Companies Act 1955, or under the Companies Act 1933, the Companies Act 1908, the Companies Act 1903, the Companies Act 1882, or the Joint Stock Companies Act 1860; but does not include a body corporate that is being wound up or in liquidation
Subsection (1) Existing company: amended, as from 1 July 1994, by section 2 Companies Reregistration Amendment Act 1994 (1994 No 10) by inserting the expression “Part 8 or”.
Member, in relation to an existing company, means a member of the company who is entitled to exercise voting rights in relation to a proposed application to reregister the company
Specified person, in relation to an existing company, means—
(a)
A member of the company who is not entitled to exercise voting rights in relation to a proposed application to reregister the company:
(b)
A secured creditor of the company:
(c)
The holder of an option to acquire a share in the share capital of the company:
(d)
The holder of a security that is convertible into a share in the share capital of the company:
Transition period, in relation to an existing company, means the period beginning on the 1st day of July 1994 and ending with the close of the 30th day of June 1997 or with the close of such later date as may be specified in relation to the company by the Court under section 10 of this Act.
(2)
Terms or expressions that are not defined in this Act, but that are defined in the Companies Act 1993, have the meanings given to them by that Act.
(3)
Terms or expressions that are not defined in this Act or the Companies Act 1993, but that are defined in the Companies Act 1955, have the meanings given to them by that Act.
Every existing company must apply for reregistration under the Companies Act 1993 before the end of the transition period.
(2)
Every application must be—
(a)
Made in accordance with this Act; and
(b)
In the prescribed form; and
(c)
Delivered to the Registrar.
(3)
Without limiting subsection (2) of this section, every application must state—
(a)
The name of the existing company; and
(b)
The full names and residential addresses of the directors of the existing company at the date of the application; and
(c)
The number of shares of the existing company, and the rights, privileges, limitations, and conditions attached to each of those shares, if they differ from those that, pursuant to section 36 of the Companies Act 1993, will attach to the shares on reregistration; and
(d)
The registered office of the existing company at the date of the application; and
(e)
The proposed address for service of the existing company on its reregistration.
(4)
An application for reregistration may be made only in accordance with this Act.
4-
Reregistration following approval of application by members
(1)
Subject to this Act, the board of an existing company may make an application for reregistration if, before doing so,—
(a)
The board has resolved—
(i)
To submit a proposed application to reregister the company to the members of the company; and
(ii)
That, in its opinion, the proposed application will not unfairly prejudice and will not unfairly discriminate against any member; and
(b)
The directors who voted in favour of a resolution referred to in subparagraph (ii) of paragraph (a) of this subsection have signed a certificate that, in their opinion, the condition set out in that subparagraph is satisfied; and
(c)
The proposed application has been approved,—
(i)
In the case of a company having a share capital, by a special resolution of the members of each class of shares in the company:
(ii)
In the case of a company not having a share capital, by a special resolution of the members of the company.
(2)
The proposed application must have annexed to it or be accompanied by—
(a)
A notice in the prescribed form; and
(b)
A copy of the certificate referred to in subsection (1)(b) of this section.
(3)
For the purposes of this section, the calling of, and procedure at, a meeting of members or a class of members shall,—
(a)
If the articles of the company make provision for the calling of, and procedure at, such a meeting, be in accordance with the articles:
(b)
If the articles do not so provide, be in accordance with the provisions of the Companies Act 1955 governing the calling of, and procedure at, general meetings of the company.
(4)
Where the proposed application is approved by the members of the company, the board must send to every specified person, not later than 10 working days after the resolution is passed,—
(a)
A copy of the proposed application as so approved; and
(b)
A notice in the prescribed form.
(5)
The notice must specify the date on which it is proposed to make the application for reregistration. That date must not be less than 20 working days after the date on which the notice is sent.
(6)
An application for reregistration must not be made—
(a)
At any time before the expiration of 20 working days after the proposed application has been approved by the members of the company; or
(b)
If any documents have been sent to any person under subsection (4) of this section, at any time before the date stated in the notice as the date on which it is proposed to make the application; or
(c)
Subject to section 9(3) of this Act, if an application under section 8 of this Act has, or applications under that section have, been served on the company, at any time before that application has, or those applications have, been refused by the Court or, in the event of an appeal against a decision of the Court, by the Court that determines the appeal.
Subject to this Act, where a proposed application for reregistration has not been approved by the members of an existing company under section 4 of this Act, the board of the company may make an application for reregistration if, before doing so, the board has—
(a)
Prepared a further application for reregistration in accordance with subsection (2) of this section; and
(b)
Sent to every member of the company—
(i)
The form of application for reregistration which the board proposes to deliver to the Registrar; and
(ii)
A notice in the prescribed form; and
(c)
Sent to every specified person—
(i)
The form of application for reregistration which the board proposes to deliver to the Registrar; and
(ii)
A notice in the prescribed form.
(2)
The proposed application must not alter the rights and obligations of the members of the existing company in relation to—
(a)
Voting at meetings of members:
(b)
The appointment and removal of directors:
(c)
Preferential or fixed entitlements to distributions:
(d)
Liability to pay calls on shares:
(e)
The distribution of surplus assets of the company—
except to the extent that those rights and obligations would be affected by the Companies Act 1993 by reason of the reregistration of the company.
(3)
The notice must specify the date on which it is proposed to make the application for reregistration. That date must not be less than 20 working days after the date on which the notice is sent to the members or any specified persons, as the case may be.
(4)
An application for reregistration under this section must not be made—
(a)
At any time before the date specified in the notice under subsection (3) of this section; or
(b)
Subject to section 9(3) of this Act, if an application under section 8 of this Act has, or applications under that section have, been served on the company, at any time before the application has, or those applications have, been refused by the Court or, in the event of an appeal against a decision of the Court, by the Court that determines the appeal.
Subject to this Act, the board of an existing company may make an application for reregistration if, before doing so, the Board has resolved—
(a)
To make the application; and
(b)
That, in its opinion, reregistration will not alter the rights and obligations of the members of the company except to the extent that those rights and obligations would be affected by the Companies Act 1993 by reason of the reregistration of the company under that Act; and
(c)
The directors who voted in favour of a resolution referred to in paragraph (b) of this subsection have signed a certificate that, in their opinion, the condition set out in that paragraph is satisfied.
(2)
Before making the application for reregistration, the board of the company must send to—
(a)
Every member of the company—
(i)
The form of application for reregistration which the board proposes to deliver to the Registrar; and
(ii)
A copy of the certificate referred to in subsection (1)(c) of this section; and
(iii)
A notice in the prescribed form; and
(b)
Every specified person—
(i)
The form of application for reregistration which the board proposes to deliver to the Registrar; and
(ii)
A notice in the prescribed form.
(3)
The notice must specify the date on which it is proposed to make the application for reregistration. That date must not be less than 20 working days after the date on which the notices referred to in subsection (2) of this section are sent by the company.
(4)
An application for reregistration must not be made—
(a)
At any time before the date specified in the notice under subsection (3) of this section; or
(b)
Subject to section 9(3) of this Act, if an application under section 8 of this Act has, or applications under that section have, been served on the company, at any time before the application has, or those applications have, been refused by the Court or, in the event of an appeal against a decision of the Court, by the Court that determines the appeal.
Subsection (2)(a)(ii) was amended, as from 1 July 1994, by section 3 Companies Reregistration Amendment Act 1994 (1994 No 10) by substituting the expression “(c)” for the expression “(b)”.
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Application with unanimous consent of members
(1)
Subject to this Act, the board of an existing company may make an application for reregistration if, before doing so,—
(a)
Every member of the company has consented in writing to the making of the application; and
(b)
The board has sent to every specified person—
(i)
The form of application for reregistration which the board proposes to deliver to the Registrar; and
(ii)
A notice in the prescribed form.
(2)
The notice must specify the date on which it is proposed to make the application for reregistration. That date must not be less than 20 working days after the date on which the notice is sent by the company.
(3)
An application for reregistration may not be made—
(a)
At any time before the date specified in the notice referred to in subsection (2) of this section; or
(b)
Subject to section 9(3) of this Act, if an application under section 8 of this Act has, or applications under that section have, been served on the company, at any time before the application has, or those applications have, been refused by the Court or, in the event of an appeal against a decision of the Court, by the Court that determines the appeal.
The following persons may apply to the Court for an order prohibiting a company from making an application for reregistration under this Act:
(a)
Where a proposed application for reregistration has been approved by the members of the company in accordance with section 4 of this Act,—
(i)
Any member of the company who—
(A)
Did not receive a notice of a meeting which that member was entitled to attend held for the purpose of determining whether to approve the proposed application to reregister the company; or
(B)
Attended a meeting held for the purposes of determining whether to approve the proposed application to reregister the company and cast all the votes attached to shares registered in that member's name and having the same beneficial owner against approval of the proposed application:
(ii)
Any specified person who—
(A)
Did not receive the documents referred to in section 4(4) of this Act; or
(B)
Having received those documents, considers that the proposed application to reregister the company will prejudice the rights of that person as a specified person:
(b)
Where an application for reregistration has been prepared by the board of the company in accordance with section 5 of this Act,—
(i)
Any member of the company who—
(A)
Did not receive the documents referred to in subsection (1) of that section; or
(B)
Having received those documents, considers that the proposed application to reregister the company does not comply with subsection (2) of that section:
(ii)
Any specified person who—
(A)
Did not receive the documents referred to in subsection (1) of that section; or
(B)
Having received those documents, considers that the proposed application to reregister the company will prejudice the rights of that person as a specified person:
(c)
Where the board of a company has resolved to make an application for reregistration in accordance with section 6 of this Act,—
(i)
Any member of the company who—
(A)
Did not receive the documents referred to in subsection (2)(a) of that section; or
(B)
Having received those documents, considers that reregistration of the company will alter the rights and obligations of the members of the company other than except to the extent that those rights and obligations would be affected by the Companies Act 1993 by reason of the reregistration of the company under that Act:
(ii)
Any specified person who—
(A)
Did not receive the documents referred to in subsection (2)(b) of that section; or
(B)
Having received those documents, considers that the reregistration of the company will prejudice the rights of that person as a specified person:
(d)
Where the making of an application for reregistration has been consented to in writing by the members of the company in accordance with section 7 of this Act, any specified person who—
(i)
Did not receive the documents referred to in subsection (1)(b) of that section; or
(ii)
Having received those documents, considers that the reregistration of the company will prejudice the rights of that person as a specified person.
(2)
An application under subsection (1) of this section must be filed in the Court and served on the company,—
(a)
Where the application is made by a member of the company under subsection (1)(a)(i) of this section, before the date referred to in section 4(6)(a) of this Act:
(b)
In any other case, before the date referred to in the relevant notice served on the applicant as the date on which it is proposed to apply for reregistration of the company.
(3)
Any person referred to in subsection (1) of this section may, with the leave of the Court, apply to the Court after the expiration of the period referred to in subsection (2) of this section for an order—
(a)
Prohibiting the company from making the application for reregistration; or
(b)
If the application has already been made but the company has not been reregistered, directing the Registrar not to reregister the company.
(4)
An application under subsection (3) of this section must be filed in the Court and served on the company or on the company and the Registrar, as the case may be.
(5)
The Court may, if it thinks fit, direct that the following persons shall be served with notices of any application under this section and may appear and be represented at the hearing of the application:
(a)
If the application is made by a member of the company, any specified person:
(b)
If the application is made by a specified person, any member of the company:
(c)
Any other person whom the Court is satisfied has a proper interest in the application.
(6)
Where an application has been made under subsection (3)(b) of this section, the Court may make, as an interim order, an order directing the Registrar not to reregister the company.
On an application under section 8 of this Act by a member of a company, the Court may, if it is satisfied,—
(a)
In the case of an application under subsection (1)(a)(i) of that section, that reregistration of the company will unfairly prejudice or unfairly discriminate against that member; or
(b)
In the case of an application under subsection (1)(b)(i) of that section, that the proposed application to reregister the company does not comply with section 5(2) of this Act; or
(c)
In the case of an application under subsection (1)(c)(i) of that section, that reregistration of the company will alter the rights and obligations of the members of the company other than except to the extent that those rights and obligations would be affected by the Companies Act 1993 by reason of the reregistration of the company under that Act,—
make an order—
(d)
Prohibiting the company from making the application for reregistration; or
(e)
If the application has already been made but the company has not been reregistered, directing the Registrar not to reregister the company.
(2)
On an application under section 8 of this Act by a specified person, the Court may, if it is satisfied that the reregistration of the company will prejudice the rights of the applicant as a specified person, make an order—
(a)
Prohibiting the company from making the application for reregistration; or
(b)
If the application has already been made but the company has not been reregistered, directing the Registrar not to reregister the company.
(3)
On or at any time after the making of an order under subsection (1) or subsection (2) of this section, the Court may make any of the following orders:
(a)
An order that the board of the company make the application for reregistration of the company subject to such amendments as the Court directs:
(b)
An order requiring the board of the company to make an application for reregistration of the company on such terms as the Court thinks fit:
(c)
An order that the company pay the whole or any part of the costs of the applicant:
On the application of a director or member of an existing company; or
(b)
Where an application has been made to the Court under section 8 of this Act, of its own motion,—
make an order extending the time within which the company may apply for reregistration.
(2)
On an application under subsection (1)(a) of this section, an order may be made only if—
(a)
The application for the order is made before the expiry of the transition period; and
(b)
The Court is satisfied that the company has taken all reasonable steps prior to and in connection with the making of an application for reregistration.
(3)
An order under this section may be made before or after the expiry of the transition period.
(4)
A copy of every order made under subsection (1) of this section must be served on the Registrar by the company within 10 working days of the making of the order.
