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LAWS OF ANTIGUA AND BARBUDA Business Registration (CAP.
64 1 CHAPTER 64 T H E BUSINESS REGISTRATION ACT Arrangement of Sections Section 1.
Short title.
2.
Interpretation.
3 .
Application.
4.
Registration.
5.
Date of registration.
6.
Register.
7.
Certificate of registration.
8.
Production of Certificate of Registration.
9.
Duty to furnish particulars.
10.
Misleading business name.
11.
Removal of names from register.
12.
Penalty for default in registration.
13. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
12.
Penalty for default in registration.
13.
Inspection of statements.
14.
Disability of persons in default.
15.
Registration not to authorise certain acts.
SCHEDULE LAWS OF ANTIGUA AND BARBUDA Business Registration (CAP.
6 4 3 BUSINESS REGISTRATION ( 3 l s t August, 1981.)
1.
This Act may be cited as the Business Registra- short title.
tion Act.
2.
In this Act- Interpretation. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
"business" includes every industry, manufacture, trade, business and engagement in commercial activity of any kind: Provided that it shall not include- ( a ) farming or fishing or any trade of a primary producer which consists in the sale of livestock, produce or livestock or other agricultural or fishing products grown produced or landed in Antigua and Barbuda; (6) the provision of services in the course of employment; (c) the practice of a profession by any person who is licensed for that purpose under any law; "firm" means an unincorporated body of two or more individuals, or one or more individuals together with one or more companies, who have entered into partnership with one another; "Minister" means the Minister of Legal Affairs; " person" includes an individual, a firm, a trust, and the estate of a deceased person; "Registrar" means the officer for the time being per- forming the duties of Registrar of the High Court. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
3.
This Act shall apply to every firm and every Application, individual carrying on business in Antigua and Barbuda.
4 CAP.
6 4 ) Business Registration LAWS OF ANTIGUA AND BARBUDA Registration.
4.
(1) Every person to whom this Act applies shall be registered in the manner provided by this Act, and sub- ject as hereinafter provided no such person shall carry on business unless he is so registered.
Date of registration. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
Date of registration.
(2) Every registration of a person under this Act shall continue unless it be amended or cancelled as hereinafter provided.
5 .
( 1 ) Every person required to be registered shall furnish the Registrar with a statement of particulars in writing in such form as the Registrar may prescribe, giving all information necessary to enable the Registrar to register such person for the purposes of this Act. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
( 2 ) The statement of particulars so required to be fur- nished shall be provided within thirty days after the date on which business commences.
(3) Any person carrying on business on the passing of this Act shall furnish such statement of particulars no later than sixty days thereafter.
Register.
6. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
Register.
6.
(1) The Registrar shall maintain a register of all persons to whom this Act applies and shall record therein in relation to each such person- ( a ) his full names and residential address; (6) his postal address; (c) his nationality; (4 the place or places at which the business is or is to be carried on; (e) the nature of all such business or businesses; (j) the business name or names under which any business is or is to be carried on; @) the date of commencement of the business. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
( 2 ) In the case of a firm, the requirements of subsec- tion ( 1 ) shall apply in respect of every partner, and shall in- clude the corporate name and registered office of every com- pany which is a partner.
LAWS OF ANTIGUA AND BARBUDA Business Registration (CAP.
64 (3) Every entry in such register shall be prima facie evidence of the carrying on of such business or businesses as specified therein by persons so registered until the con- trary be proved. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
(4) A person registered under this Act may on furnishing to the Registrar an amended statement of particulars request the Registrar to amend or cancel a registration so far as the same shall apply to him, and the Registrar, on being satisfied as to the reasons for so doing, shall thereupon cancel or amend such registration.
7.
(1) The Registrar shall file every statement of par- certificate of registration. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
ticulars required to be given by this Act and shall issue a certificate of registration to every perrrsn registered under this Act and every such certificate or a certified copy thereof shall be kept exhibited in a conspicuous position at the prin- cipal place of business of such pepon or carried by such per- son who has no principal place of business. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
(2) The Registrar may at any time amend or cancel any certificate of registration consequent upon amendment or cancellation of a registration as provided for in subsec- tion (4) of section 6.
8.
(1) The Registrar may require any person whom Production of Certificate of he has reason to believe is carrying on business to produce Registration. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
for inspection by him or any officer duly authorised by him his certificate of registration under this Act and any person who refuses, fails or neglects without lawful excuse to pro- duce such certificate shall be guilty of an offence against this Act and liable on summary conviction to a fine of five thou- sand dollars or to a term of imprisonment for six months. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
(2) Any person who resists, opposes, molests or hinders the Registrar or any officer duly authorised by him in the performance of his duty under this Act shall be guilty of an offence against this Act and liable on summary convic- tion to imprisonment for a term of twelve months or to a fine of ten thousand dollars or to both such imprisonment and fine.
9.
(1) The Registrar may require any person to fur- ~ ; ~ ; c ~ a ~ : . ' | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
~ h nish to him a statement of such particulars as to the Registrar LAWS OF ANTIGUA AND BARBUDA CAP. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
64) Business Registration appears necessary for the purpose of ascertaining whether or not such person or the firm, if he is a partner, should be registered under this Act, or an alteration should be made in the registered particulars, and may also in the case of a company require the secretary or other officer of the com- pany performing the duties of secretary to furnish such par- ticulars, and if any person when so required fails to supply such particulars as it is in his power to give, or furnishes particulars which are false in any material particular, he shall on summary conviction be liable to imprisonment for a term of six months or to a fine of five thousand dollars or to both such imprisonment and fine. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
(2) If from any information so furnished it appears to the Registrar that any person ought to be registered under this Act, or an alteration ought to be made in the registered particulars, he may require such person to furnish to him the required particulars within such reasonable time as the Registrar may allow, but, where any default under this Act has been discovered from the information acquired under this section, no proceedings under this Act shall be taken against any person in respect of such default prior to the expiration of the time within which the person is required under this section to furnish particulars to the Registrar. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
10. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
(1) Where any business name under which the business of any person is or is to be carried on contains the word "Antigua" or "Antigua and Barbuda7' or any deriva- tion thereof or any other word which in the opinion of the Registrar is calculated to lead to the belief that the business is under Antiguan or Antiguan and Barbudan ownership or control, and the Registrar is satisfied that the nationality of the persons by whom the business is wholly or mainly owned or controlled is at any time such that the name is misleading, he shall refuse to register such business name or, as the case may be, remove such business name from the register, but any person aggrieved by a decision of the Registrar under this provision may appeal to the Minister whose decision shall be final. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
(2) The registration of a business name under this Act shall not be construed as authorising the use of that name if apart from such registration the use thereof could be prohibited.
Misleading business name.
LAWS OF ANTIGUA AND BARBUDA Business Registration (CAP.
64 7 names from of 1 .
(1) If any person registered under this Act ceases Removal to carry on business, it shall be the duty, in the case of a re,;ste,. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
firm, of the persons who were partners in the firm at the time when it ceased to carry on business, or in any other case, of the individual or if he is dead his personal represen- tative, within three months after the business has ceased to be carried on, to deliver to the Registrar notice in such form as the Registrar may prescribe, that the firm or individual has ceased to carry on business, and if any person whose duty it is to give such notice fails to do so within such time as aforesaid, he shall be liable on summary conviction to a fine of two thousand dollars. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
(2) O n receipt of such a notice as aforesaid the Registrar may remove such firm or individual from the register.
(3) When the Registrar has reasonable cause to believe that any firm or individual registered under this Act is not carrying on business he may send to the firm or individual by registered post a notice that, unless an answer is received to such notice within one month from the date thereof, the firm or individual may be removed from the register. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
(4) If the Registrar either receives an answer from the firm or individual to the effect that the firm or individual is not carrying on business or does not within one month after sending the notice receive an answer, he may remove the firm or individual from the register.
12. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
If any person by this Act is required to furnish f;,"$;pifP' a statement of particulars or of any change in particulars shall without reasonable excuse make default in so doing in the manner and within the time specified by this Act, every partner, in the case of a firm or the person so in default shall be liable on summary conviction to a fine of two thou- sand dollars or to a term of imprisonment for six months and in addition shall pay a fine of one hundred dollars, for every day during which the default continues, and the court shall order a statement of the required particulars or change in the particulars to be furnished to the Registrar within such time as may be specified in the order. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
13.
(1) Any person may inspect the documents filed Inspection of statements.
by the Registrar on payment of the fee prescribed in the Disability of persons in default.
LAWS OF ANTIGUA AND BARBUDA CAP.
64) Business Registration Schedule for each inspection, and any person may require a certificate of the registration of any person or a copy of or extract from any registered statement to be certified by the Registrar on payment of the fees so prescribed. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
(2) A certificate of registration or a copy of or extract from any statement registered under this Act, if duly cer- tified to be a true copy or extract under the hand of the Registrar, shall, in all legal proceedings, be received in evidence.
14. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
(1) Where any firm or person is by this Act re- quired to furnish a statement of particulars or of any change in particulars makes default in so doing, then the rights of that defaulter under or arising out of any contract made or entered into by or on behalf of such defaulter in relation to the business in respect to the carrying on of which par- ticulars were required to be furnished at any time while he is in default shall not be enforceable by action or other legal proceeding either in the business name or otherwise. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
(2) The defaulter may apply to the High Court for relief against the disability imposed by this section, and the High Court, on being satisfied that the default was accidental, or due to inadvertence, or some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may grant such relief either generally, or as respects any particular contracts, on condition of the the costs of the application being paid by the defaulter, unless the High Court other- wise orders, and on such other conditions, if any, as the High Court may impose, but such relief shall not be granted except on such service and such publication of notice of the application as the High Court may order, nor shall relief be given in respect of any contract if any party to the con- tract proves to the satisfaction of the High Court that, if this Act had been complied with, he would not have entered into the contract. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
(3) Nothing herein contained shall prejudice the rights of any other parties as against the defaulter in respect of such contract as aforesaid.
(4) If any action or proceeding shall be commenced by any other party against the defaulter to enforce the rights LAWS OF ANTIGUA AND BARBUDA Business Registration (CAP. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
64 9 of such party in respect of such contract, nothing herein con- tained shall preclude the defaulter from enforcing in that ac- tion or proceeding, by way of counterclaim set off or other- wise, such rights as he may have against that party in respect of such contract.
15.
No registration under this Act shall authorise the ~~:~~~ not carrying on of any business for which any person is required certain acts. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
to be registered under any other Act or to have a licence or permit under, or is otherwise required to comply with conditions imposed by, any other enactment.
SCHEDULE Table of Fees For every inspection of documents filed by the Registrar .
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, . | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
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$ 5.00 Certification by Registrar of copy or extract from any registered Statement, or of registration of any person .................................................................. $10.00 | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878252121.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-64.pdf |
LAWS OF ANTIGUA AND BARBUDA International Business Corporations (CAP.
222 1 CHAPTER 222 'I'HE INTERNATIONAL BUSINESS CORPORATIONS ACT Arrangement of Sections Section 1.
Short title.
2.
Interpretation.
3 .
Proscribed enterprises.
4. International trade or business.
Part I - Constitution of Corporations Division A: Incorporation Incorporation.
Formalities.
Required votes.
Certificate of incorporation.
Effective date.
Corporate name.
Reserved name.
Name change.
Continued name.
Name revocation. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Name change.
Continued name.
Name revocation.
Assigned name.
re-incorporation contracts.
Division B: Corporate Capabilities 18.
Capacity and powers.
19.
Powers reduced.
20.
Validity of acts.
21.
Notice not presumed.
22.
No disclaimer allowed.
2 CAP.
222) International Business Corporations LAWS OF ANTIGUA AND BARBUDA Section 23.
Contracts of corporation.
24.
Bills, notes.
25.
Power of attorney.
26.
Coporate seal.
Division C: Share Capital 27.
Nature of shares.
28. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Nature of shares.
28.
If only one class.
29.
Share classes.
30.
Share issue.
3 1.
Consideration.
32.
Stated capital accounts.
33.
Series shares.
34, Pre-emptive rights.
3 5.
Conversion privileges.
36.
Reserve shares.
37.
Own shares.
38.
Exceptions.
39.
Acquisition of own shares.
40.
Other acquisition.
41, Redeemable shares.
42.
Donated shares.
43.
Voting thereon.
44.
Stated capital reduction.
45.
Stated capital adjustment.
46.
Cancellation of shares.
47. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
46.
Cancellation of shares.
47.
Presumption re own shares.
48.
Changing share class.
49.
Debt obligations.
50.
Share purchase contract.
5 1.
Prohibited dividend.
52.
Payment of dividend.
53.
Illicit loans by corporation.
54.
Permitted gifts.
55.
Prejudicial circumstances.
56.
Permitted loans.
57.
Enforcement of illicit loans.
58.
Immunity of shareholders.
59.
Lien on shares.
LAWS OF ANTIGUA AND BARBUDA International Business Corporations (CAP. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
222 3 Division D: Management of Corporations Section 60.
Duty to manage corporation.
61.
Number of directors and residence 62.
Restricted powers.
63.
By-law powers.
64.
Organisational meeting.
65.
Disqualified directors.
66.
No qualification required.
67.
Election of directors.
68.
Termination of office.
69.
Resignation of director.
70.
Removal of director.
7 1.
Right to notice.
72.
Filling vacancy.
73.
Numbers changed.
74.
Notice of change.
75.
Directors' meetings.
76. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Notice of change.
75.
Directors' meetings.
76.
Notice and waiver.
77.
Adjourned meeting.
78.
One director board.
79.
Telephone participation.
80.
Delegation of powers.
81.
Validity of acts.
82.
Meeting by resolution.
83.
Liability for share issue.
84.
Liability for other acts.
85.
Contribution for judgment.
86.
Recovery by action.
87.
Defence to liability.
88.
Time limit on liability.
89.
Interests in contracts.
90.
Interest declaration.
9 1.
Avoidance of nullity.
92. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
9 1.
Avoidance of nullity.
92.
Setting aside contract.
93.
Designation of offices, etc.
94.
Borrowing powers.
95.
Duty of care.
96.
Dissenting to resolutions.
97.
Indemnifying director, etc.
98.
For derivative actions.
99.
Right to indemnity.
4 CAP.
222) International Business Corporations LAWS OF ANTIGUA AND BARBUDA Section 100.
Insurance of directors, etc.
101.
Court approval of indemnity.
Division E: T h e Shareholders 102.
Place of meetings.
103.
Attendance at meetings.
104. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
103.
Attendance at meetings.
104.
Calling meetings.
105.
Record date of shareholders.
106.
Statutory date.
107.
Notice of record date.
108.
Notice of meeting.
109.
Special business.
1 10.
Waiver of notice.
11 1.
List of shareholders.
1 12.
Examination of list.
1 13.
Quorum at meetings.
114.
Right to vote share.
1 15.
Representative of other body.
1 16.
Joint shareholders.
1 17.
Voting method at meetings.
118.
Ballot.
119.
Resolution in writing.
120. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
118.
Ballot.
119.
Resolution in writing.
120.
Requisitioned shareholders meeting.
12 1.
Court-called meeting.
122.
Court review of controversy.
123.
Pooling agreement.
124.
Unanimous shareholder agreement.
125.
Extra-ordinary transaction.
126.
Registrant's duty.
127.
Governing prohibition.
Division F: Corporate Records Registered office.
Notice of address.
Records of corporation.
Trust notices.
Other records.
Records form.
Duty of care for records Access to records. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Duty of care for records Access to records.
LAWS OF ANTIGUA AND BARBUDA International Business Co~porations (CAP.
222 5 Division G: Transfer of Securities Section 136.
Transferring securities.
137.
Restrictions on transfers.
138.
Duty to certify.
139.
Security certificate.
140.
Registration.
141.
Effect of certificate.
Division H: Financial Reports by Corporations 142.
Annual financial returns.
143.
Exemption for information.
144.
Consolidated financial returns.
145. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
144.
Consolidated financial returns.
145.
Approval of directors.
146.
Copies to shareholders.
147.
Auditor's qualifications.
148.
Disqualifying auditor.
149.
Appointment of auditor.
150.
Dispensing with auditor.
151.
Cessation of office.
152.
Removal of auditor.
153.
Filling auditor vacancy.
154.
Court appointed auditor.
155.
Auditor rights to notice.
156.
Required attendance.
157.
Right to comment.
158.
Examination by auditor.
159.
Detected error.
160.
Privilege of auditor. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
159.
Detected error.
160.
Privilege of auditor.
Division I: Fundamental Changes 16 1.
Fundamental amendment to articles.
162: Proposal to amend articles.
163.
Class vote on proposal.
164.
Delivery of articles.
165.
Certificate of amendment.
166.
Re-stated articles.
167.
Amalgamation.
168.
Agreement for amalgamation.
169.
Approval by shareholders.
170.
Vertical short-form amalgamation.
6 C A P .
222) International Business Corporations LAWS OF ANTIGUA AND BARBUDA Section 17 1. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Horizontal short-form amalgamation.
172.
Articles of amalgamation.
173.
Certificate of amalgamation.
174.
Re-organisation.
175.
Arrangements.
176.
Continuation as corporation.
17 7.
Extended period.
178.
Amending instrument.
179.
Articles of continuance.
180.
Certificate of continuance.
18 1.
Non-continuance effect.
182.
Continuing imported corporations.
183.
Certificate of continuance.
184.
Application for continuance.
185.
Conditions precedent.
186.
Import option.
187. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Conditions precedent.
186.
Import option.
187.
Export option.
188.
Preservation of rights.
189.
Various shares.
190.
Effect of discontinuance.
191.
Dissent by shareholder.
192.
Demand for payment.
193.
Suspension of rights.
194.
Offer to pay for share.
195.
Application to court.
196.
Joined parties.
197.
Court powers.
198.
Interest.
199.
Recourse of dissenting shareholder.
Division J: Civil Remedies 200.
Definitions.
201.
Derivative actions.
202.
Preliminary requirements. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
202.
Preliminary requirements.
203.
Court powers.
204.
Oppression restrained.
205.
Staying action.
206.
Interim costs.
207.
Rectification of records.
208.
Directions for Director.
209.
Refusal by Director.
LAWS OF ANTIGUA AND BARBUDA International Business Corporations (CAP.
222 7 Section 210.
Appeal from Director.
2 1 1.
Restraining order, etc.
2 12.
Summary application.
Part I1 - Creditor Protection 2 13.
Disqualified receivers.
2 14.
Functions of receivers.
2 15. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
2 14.
Functions of receivers.
2 15.
Functions of receiver-managers.
2 16.
Directors' powers stopped.
217.
Duty under court direction.
2 18.
Duty under instrument.
219.
Duty of care.
220.
Directions by court.
221.
Duties of receivers etc.
222.
Liability of receivers.
223.
Notice of receivership.
224.
Statement of affairs.
225.
Contents of statement.
Part I11 - Regulation of International Businesses Division A: Licensing Requirements 226.
Definitions.
227.
Pre-licensing required. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Definitions.
227.
Pre-licensing required.
228.
Tentative proposal.
229.
Incorporation upon licence.
230.
Entitlement to licence.
23 1 .
Formalities.
232.
Examination of applicant.
233.
Duty to issue or refuse.
234.
Refusal of licence.
235.
Conditions of licence.
236.
Revocation of licence.
237.
Appeal from revocation.
Division B: International Banking Business 238.
Stated capital requirements.
239.
Nature of its business.
240.
Banking activities.
8 CAP. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
240.
Banking activities.
8 CAP.
222) International Business Corporations LAWS OF ANTIGUA AND BARBUDA Section 241.
Identifying accounts.
242.
Reporting.
243.
Additional information.
244.
Confidential matters protected.
245.
Published statements.
Division C: International Trust Business 246.
Stated capital requirements.
247.
Powers, etc.
248.
Foreign trust law.
249.
Perpetuities, accumulations.
250.
Funds awaiting disposition.
251.
Common trust funds.
252.
Separation of trust assets. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
252.
Separation of trust assets.
253.
Dealing with trust assets.
254.
Information confidential.
Division D: Abandoned Property 255.
Abandoned property.
256.
Disposal of abandoned property.
257.
Sale of abandoned property.
258.
Claims against property.
Division E: Examination of Banks, Trust And Insurance Corporations 259.
Examination of affairs by official.
260.
Powers of examiners.
261.
Remedial actions.
Division I?
: International Insurance Business 262.
Stated capital requirements. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Stated capital requirements.
263.
Nature of business.
264.
Exemption from laws.
265.
Domestic insurance business.
266.
Annual account statement.
267.
Investigating corporation.
268.
Revocation of licence.
269.
Superintendent's duty.
LAWS OF ANTIGUA AND BARBUDA International Business Corporations (CAP.
222 9 Division G: Special Taxation Provisions Section 270.
Residents.
27 1.
Exempt corporations.
272.
Exemption from tax.
273.
No assets transfer tax.
274.
Witholding tax and report. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
274.
Witholding tax and report.
275.
Exempt trusts.
276.
Duration of tax exemption.
277.
Service charges.
278.
Customs relief.
279.
Specialist incentives.
280.
Exchange controls.
281.
Stamp duty exemption.
Division H: Annual Fees 282.
Initial fees.
283.
Annual fees.
Part IV - Winding up Corporations 284.
Conditions on winding up.
285.
Starting the winding up.
286.
Protection of depositors, etc.
287.
Appointment of receiver-manager.
288.
Duties after seizure.
289. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
288.
Duties after seizure.
289.
Priorities of claims.
290.
Left over assets.
29 1.
Dissolution by resolution.
292.
No property.
293.
Effect of articles of dissolution.
294.
Proposing liquidation.
295.
Intent to dissolve.
296.
Supervised liquidation.
297.
Revocation of intent.
298.
Right to dissolve.
299.
Director's dissolution.
300.
Court dissolution.
301.
Further grounds.
302.
Supervision of court.
303.
Dissolution reasons.
304.
Court powers.
10 CAP. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Dissolution reasons.
304.
Court powers.
10 CAP.
222) International Business Corporations LAWS OF ANTIGUA AND BARBUDA Section 305.
Cesssation of business.
306.
Appointment of liquidator.
307.
Duties of liquidator.
308.
Powers of liquidator.
309.
Final accounts.
3 10.
Money distribution.
3 1 1.
Record custody.
3 12.
Continuation of actions.
3 13.
Unknown claimants.
314.
State vested with property 3 15.
Revival of corporation. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Revival of corporation.
Part V - Administration and General Division A: Director's Duties & Powers 3 16.
Responsibility.
31 7.
Service upon the Director.
318.
Register of IBC's.
3 19.
Inspection of register.
320.
Notices and service, etc.
32 1.
Presumption of receipt.
322.
Undelivered documents.
323.
Notice waiver.
324.
Certificate by corporation.
325.
Evidentiary value.
326.
Copies.
327.
Filed articles.
328.
Alteration of documents.
329.
Correction of documents.
330. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
329.
Correction of documents.
330.
Proof of documents.
331.
Retention of documents.
332.
Director's certificate.
333.
Refusal power.
334.
Form of filing.
335.
Striking off register.
336.
Liability continues.
337.
Service on corporation.
338.
Reservation of name.
339.
Prohibited name.
340.
Refusal of articles.
LAWS OF ANTIGUA AND BARBUDA International Business Corporations (CAP.
222 11 Section 341.
Amalgamated corporation.
342.
Revival name.
Division B: Investigations 343. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Revival name.
Division B: Investigations 343.
Investigation order.
344.
Court powers.
345.
Inspector's powers.
346.
In camera hearing.
347.
Incriminating evidence.
348.
Privilege absolute.
349.
Client privilege.
350.
Inquiries.
Division C: Regulations 351.
Regulations.
Division D: Offences and Penalties 352.
Name offence.
353.
Reports.
3 54.
Specific offences.
355.
Corporate Offences.
356.
General offence.
357.
Order to comply.
358.
Limitation.
359. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
357.
Order to comply.
358.
Limitation.
359.
Civil remedies unaffected.
Division E: Appropriate Officials 360.
Supervisor and Superintendent.
361.
Advisory committees.
Division F: Construction and Interpretation 362.
Affiliated corporations.
363.
"Control" of corporation.
364.
"Holding" and "subsidiary".
365.
"Distribution" to public.
366.
"Offer" to public.
12 CAP.
222) International Business Corporations LAWS OF ANTIGUA AND BARBUDA Section 367.
"Shall," use of.
368.
"May," use of. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
"Shall," use of.
368.
"May," use of.
369.
"Must," use of.
370.
Definition of technical words.
37 1.
Construing Act.
372.
Application of other Acts.
SCHEDULE I SCHEDULE I1 LAWS OF ANTIGUA AND BARBUDA International Business Corporations (CAP.
222 13 -- INTERNATIONAL BUSINESS CORPORATIONS (1st March, 1983 .)
An Act to provide a regime of corporate law for inter- national business corporations operating from within Antigua and Barbuda.
1. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
1.
This Act may be cited as the International Business Corporations Act.
(1) In this Act- 2.
(a) " articles" means, unless qualified, Interpretation. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(i) the original or restated articles of incorpora- tion, of amendment, of amalgamation, of con- tinuance, of re-organisation, of dissolution, and of revival, and (ii) any statute, letters patent, memorandum of association, certificate of incorporation, or other corporate instrument evidencing the existence of a body corporate continued as a corporation under this Act; ( 6 ) "continued corporation" refers to a corporation that has come under this Act pursuant to a certificate of continuance and that has not ceased to be a cor- poration under this Act; (c) "corporation" means a body corporate that is incorporated or continued under this Act and that has not ceased to be a corporation under this Act; (4 "court" means the High Court; (e) "debt obligation" means a bond, debenture, note or other evidence of indebtedness or guarantee of a corporation whether secured or unsecured; 14 CAP. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
222) International Business Corporations LAWS OF ANTIGUA AND BARBUDA Cf) "Director7' refers to the Director of International Business Corporations; e) "existing off-shore company7' means a body cor- porate described in section 176; (h) "existing Act" means the Companies Act; (2') "international trade or business" refers to any activity described as an international trade or business in section 4; @ "officer" in relation to a body corporate means (i) the chairman, deputy chairman, president, or vice-president; (ii) the managing director, the general manager, comptroller, the secretary or the treasurer; or (iii) any other individual who performs for the body corporate functions similar to those normally performed by the holder of any office specified in subparagraph (i) or (ii); (k) "prescribed" means prescribed by the regulations; (I) "resident" refers to a resident of Antigua and Barbuda as defined in section 270; ( m ) "security" means a share of any class or series of shares of a corporation or a debt obligation of a corporation and includes a certificate evidencing any such share or debt obligation; (n) "unanimous shareholder agreement" means an agreement described in section 124. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(2) The Caricom region is the region comprised within the jurisdictional areas of the Member States of the Com- munity of States established by the Treaty signed on the 4th day of July, 1973, at Chaguaramas.
LAWS OF ANTIGUA AND BARBUDA International Business Corporations ( C A P .
222 15 ( 3 ) T h e expressions " appropriate official", "Superintendent", "Supervisor" and "licensee" are defined in Part 111. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(4) Other words and phrases of a technical nature that are to be read or construed in this Act in a particular sense or in a particular manner are defined or construed for that purpose in Part V; and, in particular, the expressions "shall", "may" and "must" are used in this Act in the manner described in sections 367 to 369, in order to reduce the ambiguity inherent in those expressions.
INTERNATIONAL BUSINESS ENTERPRISES 3.
( 1 ) No association, partnership, society, body or Proscribed enterprises. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
other group may be formed for the purpose of carrying on any international trade or business from within or outside Antigua and Barbuda unless it is a corporation under this Act. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(2) No natural person may carry on any international banking, trust or insurance business from within Antigua and Barbuda; but this provision does not apply to the provi- sion of services to an international banking, trust or insurance corporation as a director, officer, agent or employee, or as a barrister, solicitor, accountant, investment adviser or by the provision to a corporation of any other prescribed ser- vice or activity carried on in Antigua and Barbuda. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
( 3 ) A body corporate incorporated outside Antigua and Barbuda and registered under the existing Act on the com- mencement of this Act whose objects include the carrying on of an international banking, trust or insurance business shall, one year after the commencement of this Act, cease to carry on that business from within Antigua and Barbuda; and section 177 applies mutatis mutandis in respect of that period of one year.
4. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
4.
(1) For the purposes of this Act, international trade International trade or business.
or business comprises: ( a ) international banking; (6) international trust business; (c) international insurance; 16 CAP.
222) International Business Corporations LAWS OF ANTIGUA AND BARBUDA (d) international manufacturing; and ( e ) other international trading or commercial activities. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(2) International banking is the carrying on from within Antigua and Barbuda of banking in any currency that is foreign in every country of the Caricom Region; but the keeping of external accounts for residents in any foreign cur- rency under exchange control licence or regulation is not carrying on international banking by virtue of that activity alone. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(3) International trust business is (a) the acting as trustee of funds in a currency that is foreign in every country within the Caricom region, (6) the managing or administering of real property situated outside Antigua and Barbuda or the managing or administering of personal property of persons who are not resident within Antigua and Barbuda, or ( 6 ) the managing or administering of any property of a corporation other than its real property situated in Antigua and Barbuda. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(4) International insurance is the undertaking of con- tracts of insurance (a) related to insurable risks or hazards in respect of any person, thing or matter outside the Caricom region or in respect of any event occurring outside the Caricom region, or to all of them, and (b) under which (i) premiums are payable in a currency that is foreign in every country of the Caricom region, or (ii) the extent of liability is determinable in such a currency. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(5) International manufacturing is the manufacturing, preparation, processing, assembling, or packaging of any pro- ducts within Antigua and Barbuda for which the sole intended LAWS OF ANTIGUA AND BARBUDA International Business Corporations (CAP.
222 17 dcstination is one or more countries outside the Caricom region. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(6) Other international trading or commercial activities are: (a) service as a director of another corporation; (b) the carrying on of the business of underwriter, broker, agent, dealer or seller in respect of international insurance; (c) the provision of any services in or outside Antigua and Barbuda for a corporation, other than any service or activity required for the purpose of enabling the corporation to carry on business from within Antigua and Barbuda; and (4 the provision of any service or activity of a com- mercial, industrial, trading or business nature from within or outside Antigua and Barbuda, (i) to persons outside the Caricom region or in respect of matters or things outside the Caricom region, or (ii) to other corporations or in respect of an international trade or business of another corporation; but exclusive of any professional or labour services rendered within Antigua and Barbuda and exclusive of the provision of supplies or the provision of maintenance services within Antigua and Barbuda by residents. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
PART I CONSTITUTION O F CORPORATIONS DIVISION A: INCORPORATION 5 .
(1) Any two citizens of Antigua and Barbuda resi- Incorporation.
dent in Antigua and Barbuda, one of whom must be entitled to practise as a Barrister-at-Law or Solicitor in Antigua and Barbuda or a body corporate authorized by a resolution of the Cabinet of Antigua and Barbuda to perform any func- tions under this section may incorporate a corporation under 18 CAP. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
222) International Business Corporations LAWS OF ANTIGUA AND BARBUDA this Act by signing and sending articles of incorporation to the Director of International Business Corporations.
(2) Articles of incorporation must be substantially in the form set out in Schedule I. Formalities.
6. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(1) Articles of incorporation must set out, in respect of the proposed corporation, (a) the proposed name of the corporation; (b) the classes and any maximum number of shares that the corporation is authorised to issue; and (i) if there will be two or more classes of shares, the rights, privileges, restrictions and condi- tions attaching to each class of shares; and (ii) if a class of shares can be issued in series, the authority given to the directors to fix the number of shares in, or to determine the designation of, and the rights, privileges, restrictions and conditions attaching to, the shares of each series; (6) if the right to transfer shares of the corporation is to be restricted, a statement that the right to transfer shares is restricted and the nature of those restrictions; (6) the number of directors or the minimum and maximum number of directors of the corporation; (e) that no securities of the corporation will be distributed to the public, in contravention of section 365, in Antigua and Barbuda; and (f) that the corporation is restricted to carrying on international trades or businesses and any restriction on the kinds of international trades or businesses that the corporation can carry on. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(2) The articles may set out any provisions permitted by this Act, or by any other law, to be set out in the by-laws of the corporation.
Required votes.
7.
(1) Subject to subsection (2), if the articles or any unanimous shareholder agreement requires a greater number of votes of directors or shareholders than that required by LAWS OF ANTIGUA AND BARBUDA International Business Corporations (CAP. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
222 19 this Act to effect any action, the provisions of the articles or of the unanimous shareholder agreement prevail.
( 2 ) The articles may not require a greater number of votes of shareholders to remove a director than the number specified in section 7 0 .
8.
An incorporator must send to the Director with the articles of incorporation the documents required by subsection (7) of section 67, subsection (1) of section 129 and section 327.
CERTIFICATE O F INCORPORATION 9. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
CERTIFICATE O F INCORPORATION 9.
Upon receipt of articles of incorporation, the Direc- Certificate of Incorporation.
tor must issue a certificate of incorporation in accordance with section 327 and the certificate is conclusive proof of the incorporation of the corporation named in the certificate.
10.
A corporation comes into existence on the date Effective date. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
shown in its certificate of incorporation, except that the date of commencement of corporate existence may be specified in the articles of incorporation to be: ( a ) the date of execution and acknowledgement of the articles of incorporation if the articles are filed with the Director within 10 days, exclusive of legal holidays, after such date, (6) a date subsequent to, but not later than 90 days, from the date of execution and acknowledgement of the articles of incorporation.
CORPORATE NAME 1 . | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
CORPORATE NAME 1 .
A following word or abbreviation must be part Corporate name.
of the name of every corporation: ( a ) the word "limited", "corporation" or "incor- porated" or the abbreviation "ltd.", "corp." or "inc." or ( b ) a word or abbreviation used in another coun- try to indicate that the liability of the shareholders of a body corporate is limited; 20 CAP. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
222) International Business Corporations LAWS OF ANTIGUA AND BARBUDA but a corporation may use and may be legally designated by either the full or the abbreviated form.
Reserved name.
12.
A corporation shall not be incorporated with or have a name (a) that is prohibited or refused under sections 339 to 342; or (6) that is reserved for another corporation or intended corporation under section 338.
Name change.
13. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Name change.
13.
Where, through inadvertence or otherwise, a corporation (a) comes into existence with a name that con- travenes section 12, (6) is continued as a corporation under this Act with a name that contravenes section 12, or (c) is, upon an application to change its name, granted a name that contravenes section 12, the Director may direct the corporation to change its name in accordance with section 16 1 .
14. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
14.
Notwithstanding sections 12 and 13, a continued corporation may retain the name it lawfully had before its continuance under this Act, if that name is not contrary to section 339 or, if the corporation had been an existing off- shore company, the name does not refer to banking, trust or insurance unless it is carrying on such an international business.
15. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
15.
Where a corporation has been directed under sec- tion 13 to change its name and has not, within sixty days from the service of the direction to that effect, changed its name to a name that complies with this Act, the Director may revoke the name of the corporation and assign to it a name; and, until changed in accordance with section 161, the name of the corporation is thereafter the name so assigned.
Continued name.
Name revocation.
Assigned name.
16. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Name revocation.
Assigned name.
16.
( 1 ) When a corporation has had its name revoked and a name assigned to it under section 15, the Director must issue a certificate of amendment showing the new name LAWS OF ANTIGUA AND BARBUDA International Business Corporations (CAP.
222 2 1 of the corporation and must forthwith give notice of the change in the Gazette. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(2) Upon the issue of a certificate of amendment under subsection ( I ) , the articles of the corporation to which the certificate refers are amended accordingly on the date shown in the certificate.
PRE-INCORPORATION AGREEMENTS 17.
(1) Except as provided in this section, a person ~';;~~;;poration who enters into a written contract in the name of or on behalf of a corporation before it comes into existence is personally bound by the contract and is entitled to the benefits of the contract. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
( 2 ) Within a reasonable time after a corporation comes into existence, it may, by any action or conduct signifying its intention to be bound thereby, adopt a written contract made, in its name or on its behalf, before it came into existence. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(3) When a corporation adopts a contract under subsection ( 2 ) , ( a ) the corporation is bound by the contract and is entitled to the benefits thereof as if the corporation had been in existence at the date of the contract and had been a party to it; and (b) a person who purported to act in the name of the corporation or on its behalf ceases, except as pro- vided in subsection (4), to be bound by or entitled to the benefits of the contract. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(4) Except as provided in subsection (5), whether or not a written contract made before the coming into existence of the corporation is adopted by the corporation, a party to the contract may apply to the court for an order fixing obligations under the contract as joint or joint and several, or apportioning liability between or among the corporation and a person who purported to act in the name of the cor- poration or on its behalf; and the court may, upon the application, make any order it thinks fit. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
22 CAP.
222) International Business Corporations LAWS OF ANTIGUA AND BARBUDA (5) If expressly so provided in the written contract, a person who purported to act for or on behalf of a corpora- tion before it came into existence is not in any event bound by the contract or entitled to the benefits of the contract.
DIVISION B: CORPORATE CAPABILITIES Capacity and powers.
18. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
18.
(1) A corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person of full age and capacity.
(2) A corporation has the capacity to carry on its business, conduct its affairs and exercise its powers in any other country to the extent that the laws of Antigua and Barbuda and of that country permit.
(3) It is not necessary for a by-law to be passed to con- fer any particular power on a corporation or its directors.
19. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
19.
A corporation shall not carry on any international trade or business or exercise any power that it is restricted by its articles from carrying on or exercising, nor shall a corporation exercise any of its powers in a manner contrary to its articles.
20.
For the avoidance of doubt and without limiting the effect of section 18, no act of a corporation, including any transfer of property to or by the corporation, is invalid by reason only that the act or transfer is contrary to its articles or this Act. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
21.
No person is affected by or presumed to have notice or knowledge of the contents of a document concern- ing a corporation by reason only that the document has been filed with the Director or is available for inspection at any office of the corporation.
Powers reduced.
Validity of acts.
Notice not presumed.
No disclaimer allowed.
22. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Notice not presumed.
No disclaimer allowed.
22.
A corporation or a guarantor of an obligation of the corporation may not assert against a person dealing with the corporation or with any person who has acquired rights from the corporation LAWS OF ANTIGUA AND BARBUDA International Business Corporations (CAP. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
222 2 3 ( a ) that any of the articles, or by-laws of the cor- poration or any unanimous shareholder agreement has not been complied with; ( b ) that the persons named in the most recent notice to the Director under section 67 or 74 are not the direc- tors of the corporation; ( c ) that the place named in the most recent notice sent to the Director under section 129 is not the registered office of the corporation; (d) that a person held out by a corporation as a director, an officer or an agent of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the corporation or usual for such a director, officer or agent; ( e ) that a document issued by any director, officer or agent of the corporation with actual or usual authority to issue the document is not valid or not genuine; or Cf) that the financial assistance referred to in sec- tion 53 or the sale, lease, or exchange of property refer- red to in section 125 was not authorised; except where that person has, or ought to have, because of his position with or relationship to the corporation, knowledge to the contrary. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
23.
( 1 ) A contract made according to this section on behalf of a corporation ( a ) is effective in law in point of form and binds the corporation and the other party to the contract; and ( b ) may be varied or discharged in the like man- ner that it is authorised by this section to be made.
(2) A contract that, if made between natural persons, would, by law, be required to be in writing under seal must be made on behalf of a corporation in writing under seal. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(3) A contract that, if made between natural persons, would, by law, be required to be in writing or to be evidenced in writing by the parties to be charged thereby 2 4 CAP.
222) International Business Corporations LAWS OF ANTIGUA AND BARBUDA may be made or evidenced in writing signed in the name or on behalf of the corporation. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(4) A contract that, if made between natural persons, would, by law, be valid although made by parol only and not reduced to writing may be made by parol on behalf of the corporation.
(5) An agreement or other instrument executed on behalf of a corporation by a director, officer or an agent of the corporation is not invalid merely because a cor- porate seal is not affixed to the agreement or instrument.
Bills, notes.
24. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Bills, notes.
24.
A bill of exchange or promissory note is presumed to have been made, accepted or endorsed, on behalf of the corporation, if made, accepted or endorsed in the name of the corporation or if expressed to be made, accepted or endorsed on behalf or on account of the corporation.
Power of attorney.
25. | Democratic Participation | Women representation in decision making process - Quotas for women | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694878254353.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
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