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International Business Companies (Amendment) Act 1994

NIUE

INTERNATIONAL BUSINESS COMPANIES AMENDMENT ACT 1994

No. 187

[Signed 9 September 1994]

ANALYSIS

1. Short Title
2. Interpretation
3. Effect of Failure to Satisfy Requirements of Section 5
4. Personal Liability
5. Name
6. Forfeiture of Shares
7. Authorised Capital in Several Currencies
8. Capital and Surplus Accounts
9. Division and Combination
10. Share Certificates
11. Acquisition of Own Shares
12. Increase or Reduction of capital
13. Registered Agent
14. Optional Register of Directors
15. Emoluments of Directors
16. Notice of Meetings of Directors
17. Consents of Directors
18. Officers and Agents
19. Conflicts of Interests
20. Indemnification
21. Consents of Members
22. Rights of Dissenters
23. Continuation
24. Provisional Registration
25. Continuation under Foreign Law
26. Procedure on Winding-Up and Dissolution.
27. Winding-up and Dissolution of Company unable to pay its Claims, etc
28. Circumstances under which a Company may be Wound up by the Court
29. Striking Off
30. Restoration to Register
31. Dissolution of Company Struck Off
32. Fees
33. Licence Fees
34. Recovery of Penalties, etc
35. Fees Payable to Registrar
36. Optional Registration of Mortgages and Charges
37. Regulations
38. Inspection of Documents

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An Act to provide for the amendment of the International Business Companies Act 1994.

BE IT ENACTED by the Niue Assembly in Session assembled, and by the authority of the same, as follows:

1. Short Title - This Act may be cited as the International Business Companies Amendment Act 1994, and shall be read together with and deemed part of the International Business Companies Act 1994 (hereinafter referred to as the principal Act).

2. Interpretation - Section 2 of the principal Act is hereby amended by repealing the words "subsection (1) of section 14" and substituting the words "subsection (2) of section 14."

3. Effect of failure to satisfy requirements of section 5 - The principal Act is hereby amended by repealing the title to section 6 and substituting the following title "Effect of failure to satisfy requirements of section 5".

4. Personal liability - Section 7 of the principal Act is hereby amended by repealing the words "subject to section 74".

5. Name - (1) Section 11 (1) of the principal Act is hereby amended by repealing the words "Limitatla" and "A.G." and substituting the words "Limitada" and "AG".

(2) Section 11(4)(b) of the principal Act is hereby amended by repealing the words "and the Registrar must publish notice of the change in the Gazette".

(3) Section 11(8)(c) of the principal Art is hereby repealed.

6. Forfeiture of shares - Section 19A (2) of the principal Act is hereby amended by inserting, after the words "subscription of shares", the word "in".

7. Authorised capital in several currencies - Section 21A (2) of the principal Act is hereby amended by repealing the word state and substituting the word stated.

8. Capital and Surplus - Section 22(2) of the principal Act is hereby amended by repealing the words Memorandum of Articles and substituting the words Memorandum or Articles.

9. Division and combination - Section 25(2) of the principal Act is hereby amended by repealing the word "dividend" and substituting the word "divided".

10. Share certificates - Section 27 (2) (b) of the principal Act is hereby amended by repealing the words "must be under the common seal" and substituting the words "may be under the common seal".

11. Acquisition of own shares – (1) Section 33 (1A) of the principal Act is hereby amended by repealing the words "purchase, redeem or otherwise acquires" and substituting the words "purchase, redeem or otherwise acquire".

(2) Section 33 (IA) (a) of the principal Act is hereby amended by repealing the words "Memorandum of Articles" and substituting the words "Memorandum or Articles".

(3) Section 33(4) of the principal Act is hereby amended by repealing the words "Memorandum of Articles" and substituting the words "Memorandum or Articles".

(4) Section 33(5) (a) of the principal Act is hereby amended by repealing the words "its Memorandum or Articles, of" and substituting the words "its Memorandum or Article, or".

12. Increase or reduction of capital - (1) Section 35 (3) of the principal Act is hereby amended by repealing the word "affected" and substituting the word "effected".

(2) Section 35 (3) (b) (ii) of the principal Act is hereby amended by repealing the words "all shares without par value held by the company as treasury shares that are entitled to a preference, if any, liquidation of the company" and substituting the following words "all shares without par value held by the company as treasury shares that are entitled to a preference, if any, in the assets of the company upon liquidation of the company".

13. Registered agent - Section 39(3) of the principal Act is hereby repealed.

14. Optional register of directors - Section 43A of the principal Act is hereby amended by repealing the words "the date which" and substituting the words "the date on which".

15. Emoluments of directors - Section 46 of the principal Act is hereby amended by repealing the words "Memorandum of Articles" and substituting the words "Memorandum or Articles".

16. Notice of meetings of directors - Section 49(2) of the principal Act is hereby amended by repealing the words "the purpose" and substituting the words "this purpose".

17. Consents of directors - Section 51 of the principal Act is hereby amended by inserting the word "facsimile" before the word "telex".

18. Officers and agents - Section 53(2) of the principal Act is hereby amended by repealing the words "fix the common seal" and substituting the words "affix the common seal".

19. Conflicts of interest - (1) The title of section 56 of the principal Act is hereby repealed and the title "Conflicts of interest" substituted.

(2) Section 56(l) (h) of the principal Act is amended by repealing the words "including as a director" and substituting the words "including a director".

(3) Section 56(1) (b) of the principal Act is also hereby amended by repealing the words "for this reason only by reason that the director or liquidator" and substituting the words "for this reason only or by reason only that the director or liquidator".

20. Indemnification - Section 57(4) of the principal Act is hereby amended by repealing the words "company or that person" and substituting the words "company or the person".

21. Consents of members - Section 63 of the Principal Act is hereby amended by inserting the word "facsimile" before the word "telex".

22. Rights of dissenters - (1) Section 83(2) of the principal Act is hereby amended by repealing the word "authorized" and substituting the word "authorised".

(2) Section 83(4) of the principal Act is hereby amended by repealing the word "authorizing" and substituting the word "authorising".

(3) Section 83(8) of the Act is hereby amended by repealing the words "the price to be paid for this shares" and substituting the words "the price to be paid for these shares".

(4) Section 83(9) of the principal Act is hereby amended by repealing the words "date on which the period 30 days" and substituting the words "date on which the period of 30 days".

(5) Section 83(9) (c) of the principal Act is hereby amended by repealing the word "authorizing" and substituting the word "authorising".

(6) Section 83(10) of the principal Act is hereby amended by repealing the word "shared" and substituting the word "shares".

23. Continuation - Section 84(4) of the principal Act is hereby amended by repealing the words "and publishing notice of the striking off in the Gazette".

24. Provisional registration - Section 85(1)(b) of the principal Act is hereby amended by inserting the word "facsimile" before the word "telex".

25. Continuation under foreign law - (1) The title of section 88 of the principal Act is hereby amended by repealed and substituted with the title "Continuation under the foreign law".

(2) Section 88(2A) of the principal Act is hereby amended by repealing the expression "2A" and substituting the expression "(3)".

(3) Section 88(2A) of the principal Act is also amended by repealing references to "foregoing" and substituting the word "foreign".

(4) Section 88(2B) of the principal Act is hereby amended by repealing the expression "2B" and substituting the expression "(4)".

(5) Section 88(4)(c) of the principal Act is hereby repealed.

26. Procedure on winding up and dissolution - (1) Section 94(7) of the principal Act is hereby amended by repealing the word "this" and substituting the word "his".

(2) Section 94 (8) of the principal Act is hereby repealed and the remaining subsections of section 94 renumbered accordingly.

27. Winding-up and dissolution of company unable to pay its claims, etc. - Section 96(2) of the Principal Act is hereby amended by repealing the words "provisions of section 91, 92 and 93" and substituting the words "the provisions of sections 91, 92 and 93".

28. Circumstances under which a company may be wound up by the Court - The title to section 97 of the principal Act is hereby repealed and the following title substituted "Circumstances under which a company may be wound up by the Court".

29. Striking off - Section 99(5) of the principal Act is hereby amended by repealing the words "on or before the expiration period of a period of two months" and substituting the words "on or before the expiration of a period of two months".

30. Restoration to register - Section 100(4) of the principal Act is hereby amended by repealing the word "receiver" and substituting the word "liquidator".

31. Dissolution of company struck off - (1) Section 103(l) of the principal Act is hereby amended by repealing the words "of the Crown" and substituting the words "of Niue".

(2) Section 103(2) (b) of the principal Act is hereby amended by repealing the words "in the Gazette".

(3) Section 103(5) of the principal Act is hereby amended by repealing the words "the Crown" and substituting the words "the Government of Niue".

32. Fees - (1) Section 104(a) of the principal Act is hereby amended repealing the expression "$150" and substituting the expression "$150.00".

(2) Section 104(t)(i) of the principal Act is hereby amended by repealing the expression "$50, 000.00" and substituting the expression "$10,000.00".

33. Licence Fees - Section 105(1)(a) of the principal Act is hereby amended by repealing the expression "$10,000" and substituting the expression "$10,000.00".

34. Recovery of penalties etc. - Section 107 of the principal Act is hereby amended by deleting the words "the Crown" and substituting the words "the Government of Niue".

35. Fees payable to Register - (1) Section 110(l) of the principal Act is hereby repealed and the following subsection substituted:

"The Registrar may refuse to take any action required of him under this Act for which a fee is prescribed unless all fees have been paid within a period of 24 hours."

(2) Section 110(2) of the principal Act is hereby repealed and the following subsection substituted:

"(2) The Registrar may refuse to continue under this Act a company incorporated under the Companies Act unless all fees prescribed as payable by the company under the Companies Act have been paid within a period of 24 hours."

36. Optional Registration of Mortgages and charges - Section 111B (b) of the principal Act is hereby amended by repealing the words "paragraph (2)" and substituting the words "section 111A (2)".

37. Regulations - (1) The title of Section 112 of the principal Act is hereby repealed and the title "Regulations" substituted.

(2) Section 112(2) of the principal Act is hereby amended by repealing the words "affecting subsection (91)" and substituting the words "affecting subsection (1)".

38. Inspection of Documents - Section 115(1)(b) of the principal Act is hereby amended by repealing the words "dissolution of good standing" and substituting the words "dissolution or good standing".

This Act was passed by the Niue Assembly on the 27^th day of July 1994.

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