CHAPTER 89:01 COMPANIES ACT ARRANGEMENT OF

398 Pages·2002·0.73 MB·English

LAWS OF GUYANA
Companies Cap. 89:01 3
CHAPTER 89:01
COMPANIES ACT
ARRANGEMENT OF SECTIONS
PART I
PRELIMINARY
SECTION
1. Short title.
2. Interpretation.
3. Prohibited associations.
PART II
FORMATION AND OPERATION OF COMPANIES
DIVISION A
INCORPORATION OF COMPANIES
4. Incorporation.
5. Contents of articles of incorporation.
6. Required votes.
7. Documentation.
Certificate of Incorporation
8. Certificate of incorporation.
Corporate Name
9. Corporate name.
10. Reserved name.
11. Change of name.
12. Continued name.
13. Revocation of name.
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14. Assigned name.
Pre-Incorporation Contracts
15. Pre-incorporation contracts.
DIVISION B
CAPACITY AND POWERS OF COMPANY
16. Capacity and powers of company.
17. Powers reduced.
18. Validity of acts.
19. Notice not presumed.
20. No disclaimer allowed.
21. Contracts of company.
22. Bills of exchange and promissory notes.
23. Power of attorney.
24. Common seal.
DIVISION C
SHARE CAPITAL
Shares
25. Nature of shares.
26. If only one class.
27. Share classes; class votes.
28. Issue of shares.
29. Consideration.
30. Meaning of “stated capital”.
31. Stated capital accounts.
32. Series shares.
33. Pre-emptive rights.
34. Conversion privileges.
35. Reserve shares.
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36. Power of company to require disclosure of beneficial interests in
its voting shares.
37. Company holding shares in capacity as personal representative,
etc.
38. Acquisition of own shares.
39. Other acquisition.
40. Redeemable shares.
41.}
Repealed by Act 14 of 1992.
42.}
43. Stated capital reduction.
44. Stated capital adjustment.
45. Cancellation of shares.
46. Presumption re own shares.
47. Changing share class.
48. Effect of purchase contract.
49. Payment of commission.
50. Payment of dividend.
51. No elimination of past revenue losses before payment of
dividend.
52. Other provisions with respect to profits.
53. Pre-acquisition profits.
54. Financial assistance to acquire shares.
55. Prohibition of loans to directors of public company.
56. Compensation for loss of office by a director on transfer of
company’s undertaking.
57. Immunity of shareholders.
58. Lien on shares.
DIVISION D
MANAGEMENT OF COMPANIES
The Directors
59. Duty to manage company.
60. Number of directors.
61. Restricted powers.
62. By-law powers.
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63. Organisational meeting.
64. Disqualification for appointment as director.
65. Court disqualification of directors.
66. Director’s share qualification.
67. Statement in relation to first directors and secretary.
68. Appointment of directors of public company.
69. Termination of office.
70. Resignation of director.
71. Removal of director.
72. Right to notice.
73. Filling vacancy.
74. Numbers changed.
75. Notice of change.
76. Directors’ meetings.
77. Notice and waiver.
78. Adjourned meeting.
79. One director board.
80. Telephone participation.
81. Delegation of powers.
82. Validity of acts.
83. Resolution in writing.
84. Liability for share issue.
85. Liability for other acts.
86. Contribution for judgment.
87. Recovery by action.
88. Defence to liability.
89. Time limit on liability.
90. Interests in contracts.
91. Interest declaration.
92. Avoidance of nullity.
93. Setting aside contract.
94. Designation of offices, etc.
95. Borrowing powers.
96. Duty of care.
97. Limitation on exemption of director from liability.
98. Dissenting from resolutions.
99. Indemnifying directors, etc.
100. Indemnity of persons for action by or on behalf of Company.
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101. Right to indemnity.
102. Insurance of directors, etc.
103. Court approval of indemnity.
104. Directors’ remuneration.
DIVISION E
SHAREHOLDERS OF COMPANIES
Meetings
105. Place of meetings.
106. Meeting outside Guyana.
107. Calling meetings.
108. Record date of shareholders.
109. Statutory date.
110. Notice of record date.
111. Persons to whom notice of meetings is to be given.
112. Special business.
113. Waiver of notice.
Proposals and Proxies
114. “Proposals” of shareholders.
115. Proxy circular.
116. Nomination in proposal.
117. Non-compliance with proxy solicitation.
118. Publishing immunity.
119. Refusal notice.
120. Restraining meeting.
121. Right to omit proposal.
122. Registrar’s notice.
123. List of shareholders.
124. Examination of list.
125. Substantial shareholder.
126. Substantial shareholder to give notice to company.
127. Person ceasing to be a substantial shareholder to notify company.
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Quorum
SECTION
128. Quorum
Voting the Shares
129. Right to vote share.
130. Representative of other body.
131. Joint shareholders.
132. Voting method at meetings.
133. Postal voting.
134. Resolution in writing.
Extraordinary General Meeting
135. Requisitioned shareholders meeting.
136. Court-called meeting.
Controverted Affairs
137. Court review controversy.
138. Application to court to declare that resolution was not passed or
was not defeated.
139. Powers of court.
Shareholder Approvals
140. Extraordinary transaction.
DIVISION F
PROXIES
141. Definitions.
Proxy Holders
142. Proxy appointment.
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143. Revocation of proxy.
144. Deposit of proxy.
145. Mandatory solicitation of proxy.
146. Prohibited solicitation.
147. Documents for Registrar.
148. Exemption by Registrar.
149. Proxy attending meeting.
Share Registrants
150. Registrant’s duty.
151. Governing prohibition.
Remedial Powers
152. Restraining Order.
DIVISION G
FINANCIAL DISCLOSURE
Annual Returns
153. Annual return to be made by company.
154. Documents to be annexed to annual return.
155. Copies to shareholders.
156. Registrar’s copies.
Accounts
157. Accounts to be kept.
158. Profit and loss account and balance sheet.
159. Provisions as to contents and form of annual accounts.
160. Group accounts.
161. Form and contents of group accounts.
162. Financial year of holding company and subsidiary.
163. Particulars of directors’ emoluments, etc.
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164. Particulars of subsidiaries.
165. Particulars of associated companies in which company holds
shares.
166. Particulars of company’s holding company.
167. Duty to give particulars for purposes of sections 163 to 167.
Directors’ Annual Report
168. Duty to lay directors’ annual report.
169. Particulars of different classes of business of company and its
directors.
Company Auditor
170. Auditor’s qualifications.
171. Disqualification of auditor.
172. Appointment of auditor.
173. Dispensing with auditor.
174. Cessation of office.
175. Removal of auditor.
176. Filling auditor vacancy.
177. Court appointed auditor.
178. Auditor rights to notices.
179. Required attendance.
180. Right to comment.
181. Examination by auditor.
182. Right to inspect.
183. Detected error.
184. Power of auditors in relation to subsidiaries.
185. Auditors’ report.
186. Privilege of auditor.
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DIVISION H
CORPORATE RECORDS
Registered Office of Company
SECTION
187. Registered office.
188. Notice of address.
Company Registers and Records
189. Records of company.
Records of Trusts
190. Trust notices.
Minutes and Other Record
191. Other records.
Form of Records
192. Records form.
Care of Records
193. Duty of care for records.
Access to Records
194. Access to records.
Shareholders’ Lists
195. Basic list of shareholders.
196. Options list.
197. Restricted use of lists.
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198. Company to keep register of substantial shareholders.
DIVISION I
TRANSFER OF SHARES AND DEBENTURES
199. Transfer of shares or debentures.
200. Restrictions on transfers.
201. Duty to issue certifications of transfers.
202. Transfer certificate.
203. Registration of transfers.
204. Effect of certificate.
DIVISION J
TAKE-OVER BIDS
205. Definitions.
206. Offeror rights.
207. Notice to dissenting shareholders.
208. Adverse claims.
209. Delivery of certificates.
210. Payment for shares.
211. Money in trust.
212. Duty of offeree-company.
213. Application to court.
214. Joined parties.
215. Powers and order of court.
216. Additional orders.
DIVISION K
ARRANGEMENTS OF RECONSTRUCTION
217. Power to compromise with creditors and members.
218. Information as to compromises with creditors and members.
219. Provisions for facilitating reconstruction and amalgamation of
companies.