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Commonwealth Caribbean Company Law In the last twenty-five years, company law in the Commonwealth Caribbean has undergone dramatic changes, from a model influenced by English law to a new, harmonised collection of regional legislation based on the Caricom and CLI Model Acts, varying substantially across Caricom member states. The variation within Caribbean company law presents an enormous challenge, both in terms of the breadth of the subject and in addressing the difference in provisions of one state’s Company Law Act as opposed to that of another. Using the Caricom Model Act and CLI Model Act as a basis for its structure, Commonwealth Caribbean Company Law examines and compares regional implementation of company law in an accessible and comprehensive manner that will be invaluable to students and practitioners in the region. Andrew Burgess is a Professor of Corporate and Commercial Law and is currently serving as a Justice of Appeal on the Barbados Court of Appeal. He is a former Dean of the Faculty of Law of the University of the West Indies and a former Judge and President of the Inter-American Development Bank Administrative Tribunal in Washington, DC. COMMONWEALTH CARIBBEAN LAW SERIES The Commonwealth Caribbean Law Series is the only series of law books that covers the jurisdiction of the English speaking Caribbean nations. The titles in the series were first published in 1995 to acclaim from academics, practitioners and the judiciary in the region. Several editions followed, and they have now become essential reading for those learning and practising Caribbean law. This must have series is required holdings for any law library specialising in Caribbean legal information. Titles in this series include: Alternative Dispute Resolution Albert Fiadjoe Commonwealth Caribbean Administrative Law Eddy Ventose Commonwealth Caribbean Business Law 2/e Rajendra Ramlogan and Natalie Persadie Commonwealth Caribbean Civil Procedure 2/e Gilbert Kodilinye and Vanessa Kodilinye Commonwealth Caribbean Constitutional Law Sir Fred Phillips Commonwealth Caribbean Criminal Practice and Procedure 3/e Dana S. Seetahal Commonwealth Caribbean Land Law 1/e Sampson Owusu Commonwealth Caribbean Law and Legal Systems 2/e Rose-Marie Belle Antoine Commonwealth Caribbean Property Law 3/e Gilbert Kodilinye Commonwealth Caribbean Public Law 3/e Albert Fiadjoe Commonwealth Caribbean Tort Law 4/e Gilbert Kodilinye Commonwealth Caribbean Law of Trusts 3/e Gilbert Kodilinye and Trevor Carmichael Judicial Review in the Commonwealth Caribbean Rajendra Ramlogan Forthcoming titles: Commonwealth Caribbean Contract Law Gilbert Kodilinye and Maria Kodilinye Commonwealth Caribbean Employment and Labour Law Natalie Corthésy and Carla-Anne Harris-Roper Commonwealth Caribbean Company Law Andrew Burgess First published 2013 by Routledge 2 Park Square, Milton Park, Abingdon, Oxon OX14 4RN Simultaneously published in the USA and Canada by Routledge 711 Third Avenue, New York, NY 10017 Routledge is an imprint of the Taylor & Francis Group, an informa business © 2013 Andrew Burgess The right of Andrew Burgess to be identified as author of this work has been asserted by him in accordance with sections 77 and 78 of the Copyright, Designs and Patents Act 1988. All rights reserved. No part of this book may be reprinted or reproduced or utilised in any form or by any electronic, mechanical, or other means, now known or hereafter invented, including photocopying and recording, or in any information storage or retrieval system, without permission in writing from the publishers. Trademark notice: Product or corporate names may be trademarks or registered trademarks, and are used only for identification and explanation without intent to infringe. British Library Cataloguing in Publication Data A catalogue record for this book is available from the British Library Library of Congress Cataloging in Publication Data A catalog record for this book has been requested ISBN 978-0-415-66006-8 (hbk) ISBN 978-0-415-66007-5 (pbk) Typeset in Baskerville by RefineCatch Ltd, Bungay, Suffolk This book is dedicated to Sandra, and also to Ayo and Leah, Akil and Ashley, and Kwame and Karey And To all students of Commonwealth Caribbean Company Law. Contents Preface Table of Cases Table of Statutes 1 MODERN COMMONWEALTH CARIBBEAN COMPANY LAW IN PERSPECTIVE INTRODUCTION ENGLISH ORIGINS OF COMMONWEALTH CARIBBEAN COMPANY LAW Legislative roots Summary of English Company Legislation in the Commonwealth Caribbean ENGLISH CASE LAW DEVELOPMENTS AND COMMONWEALTH CARIBBEAN COMPANY LAW An overview NEW COMPANIES LEGISLATION IN THE COMMONWEALTH CARIBBEAN Caricom Draft Model Act and the Barbados Act Purposes of the new Companies Acts Major changes introduced by new Companies Acts Canadian cases in Commonwealth Caribbean company law Methodological problems and solutions CONCLUSION 2 CLASSIFICATION OF COMPANIES INTRODUCTION MEANING OF ‘COMPANY’ PRIVATE AND PUBLIC COMPANIES PUBLIC COMPANIES AND COMPANIES WHICH ARE NOT PUBLIC COMPANIES Non-profit companies Incorporation Directors Membership Bye-laws Dissolution and distribution of property COMPANIES LIMITED BY GUARANTEE Meaning of company limited by guarantee Uses of company limited by guarantee Incorporation of companies limited by guarantee COMPANIES INCORPORATED OUTSIDE THE TERRITORY CONCERNED Overview of the provisions in the Acts EXTERNAL COMPANIES Carrying on of undertaking by external company Obligation to register Requirements for registration Restrictions on activities Obligation to name attorney Certificate of registration Effect of registration Suspension of registration Cancellation of registration Revival of registration Name display Fundamental changes Returns Incapacity of external company Resumption of action OUTSIDE COMPANIES Obligation to deliver documents to Registrar Power of Registrar to direct name change of outside company Power of outside company to hold land Duty of outside company to deliver to Registrar alteration of documents Duty in respect of outside company’s accounts Obligation to state name of its country of incorporation Service on outside company Removing outside company’s name from the register FORMER-ACT COMPANIES CONSTRAINED SHARE COMPANIES