THE COMPANIES ACT, 1995
(Act No. 35 of 1995)
As amended by the Companies (Amendment)
Act, 1997
(Act No. 5 of 1997)
THE
COMPANIES ACT, 1995
Arrangement
of Sections
PART I
PRELIMINARY
Section
1. Short title
2. Commencement
3. Prohibited associations
PART
11
CONSTRUCTION
AND INTERPRETATION OF ACT
4. Interpretation
CORPORATE
RELATIONSHIPS
5. Affiliated corporations
PUBLIC
DISTRIBUTION OF
CORPORATE SECURITIES
6. “Distribution to the public”
7. Repealed
PART III
FORMATION
AND OPERATION OF COMPANIES
Division 1-Incorporation of Companies
8. Incorporation
9. Formalities
10. Required votes
11. Documentation
Certificate
of Incorporation
12. Certificate of incorporation
13. Effective date
Corporate Name
14. Corporate name
15. Reserved name
16. Name change
17. Continued name
18. Name revocation
19. Assigned name
Pre-incorporation
Agreements
20. Pre-incorporation agreements
Division 2-Corporate Capacity and Powers
21. Capacity and powers
22. Powers reduced
23. Validity of Act
24. Notice not presumed
25. No disclaimer allowed
26. Contracts of a company
27. Bills and notes
28. Power of attorney
29. Company seals
Division 3-Share Capital
30. Nature of shares
31. If only one class
32. Shares classes
33. Share issue
34. Consideration
35. Stated capital accounts
36. Open-ended mutual company
37. Series shares
38. Pre-emptive rights
39. Conversion privileges
40. Reserve shares
41. Own shares
42. Exceptions
43. Acquisition of own shares
44. Other acquisition
45. Redeemable shares
46. Donated shares
47. Voting thereon
48. Stated capital reduction
49. Stated capital adjustment
50. Cancellation of shares
51. Presumption re own shares
52. Changing share class
52a Redemption
and cancellation of debentures
53. Effect of purchase contract
53A Sale
of shares on commission
54. Prohibited dividend
55. Payment of dividend
56. Illicit loans by company
57. Enforcement of illicit loans
58. Immunity of shareholders
59. Lien on shares
Division 4-Management of Companies
60. Duty of directors to manage company
61. Secretary
62. Acts of Secretary, etc.
63. Secretary of public company
64. Number of directors
65. Restricted powers
66. By-Law powers
67. Organizational meeting
68. Disqualified directors
69. Court disqualified directors
70. No qualification required
71. Notice of directors
72. Alternate directors
73. Cumulative voting
74. Termination of office
75. Removal of directors
76. Right to notice
77. Filling vacancy
78. Numbers changed
79. Notice of change
80. Directors’ meetings
81. Notice and waiver
82. Adjourned meeting
83. Telephone participation
84. Delegation of powers
85. Validity of Acts
86. Resolution in writing
Liabilities
of Directors
87. Liability for share issue
88. Liability for other Acts
89. Contribution for judgment
90. Recovery by action
91. Defence to liability
92. Time limit on liability
Contractual
Interest
93. Interest in contracts
94. Interest declaration
95. Avoidance of nullity
96. Setting aside contract
Officers
of a Company
97. Designation of offices, etc.
Borrowing
Powers of Directors
98. Borrowing powers
Duty of
Directors and Officers
99. Duty of care
100. Dissenting to resolution
Indemnities
101. Indemnifying
directors, etc.
102. For derivative action
103. Right to indemnity
104. Insurance of directors, etc.
105. Court approval of indemnity
Remuneration
of Directors, Officers
and
Employees
106. Remuneration
Division 5-Shareholders of Companies
Meetings
of Shareholders
107. Shareholders and their
meetings
108. Meeting outside Trinidad and Tobago
109. Calling meetings
110. Record date of shareholders
111. Statutory date
112. Notice of record date
113. Notice of meeting
114. Special business
115. Waiver of notice and telephone participation
Proposals
116. “Proposals” of shareholders
117. Inclusion in proxy circular
118. Nomination in proposal
119. Non-compliance with proxy solicitation
120. Publishing immunity
121. Refusal notice
122. Restraining meeting
123. Right to omit proposal
124. Registrar’s notice
Shareholder
Lists
125. List of shareholders
126. Examination
of list
Quorum
127. Quorum at meetings
Voting
Shares
128. Right to vote share
129. Representative of other body
130. Joint shareholders
131. Voting method at meetings
132. Resolution in writing
Compulsory
Meeting
133. Requisitioned shareholders
meeting
134. Court-called
meeting
Controverted Affairs
135. Court review
controversy
Shareholder Agreements
136. Pooling
agreement
137. Unanimous
shareholder agreement
Shareholder Approval
138. Extraordinary transaction
Division 6-Proxies
139. Definitions
Proxy Holders
140. Proxy
appointment
141. Revocation
of proxy
142. Deposit of
proxy
143. Mandatory
solicitation of proxy
144. Prohibited
solicitation
145. Documents
for Commission
146. Exemption by
Commission
147. Proxy
attending meeting
Share Registrants
148. Duty of
broker
149. Governing
prohibition
Remedial
Powers
150. Restraining
order
Division
7-Financial Disclosure
Comparative Financial
Statements
151. Annual
financial returns
152. Exemption
for information
153. Consolidated
financial returns
154. Approval of
directors
155. Copies of
documents to be sent to shareholders
156. Registrar’s
copies
Audit
Committee
157. Audit
committee
Company
Auditor
158. Eligibility
for appointment
159. Ministerial
authorization of appointment
160. Repealed
161. Ineligibility
on ground of lack of independence
162. Effect of
ineligibility
163. Appointment
of auditor
164. Dispensing
with auditor
165. Cessation of
office
166. Removal of
auditor
167. Filling
auditor vacancy
168. Court
appointed auditor
169. Auditor’s
rights to notice
170. Required
attendance
171. Right to
comment
172. Examination
by auditor
173. Right to
inspect
174. Detected
error
Division 8-Corporate Records
Registered Office of Company
175. Registered
office
176. Notice of
address
Company Registers and Records
177. Records of
company
Register of
Directors and Secretaries
178. Register of
directors and secretaries
179. Register of
directors’ holdings
180. Extension of
section to associates of
directors
Register of
Substantial Shareholders
181. Substantial
shareholder
182. Substantial
shareholder to give notice to
company
183. Person
ceasing to be a substantial
shareholder to notify the
company
184. Company to
keep register of substantial
shareholders
185. Offence
Records of
Trusts
186. Trust
notices
Accounts,
Minutes and Other
Records
187. Other
records
Form of
Records
188. Records form
Care of
Records
189. Duty
of care for records
Access to Records
190. Access
to records
Shareholders’ Lists
191. Basic
list of shareholders
192. Options
list
193. Restricted
use of lists
194. Annual
returns
Division
9-Transfer of Shares and Debentures
195. Transfer
of shares
196. Restrictions
on transfer
197. Duty
to issue
198. Transfer
certificate
199. Registration
200. Effect
of certificate
Division
10-Take-over Bids
201. Definitions
202. Offeror
rights
203. Notice
to dissenting shareholders
204. Adverse
claims
205. Delivery
of certificates
206. Payment
for shares
207. Money
in trust
208. Duty
of offeree-company
209. Application
to Commission
210. Joined
parties
211. Powers
and order of Commission
212. Additional
orders
213. Take-over
regulations
Division
11-Fundamental Company Changes
Altering Articles
214. Fundamental
amendment to articles
215. Proposal
to amend articles
216. Class
vote on proposal
217. Delivery
of articles
218. Certificate
of amendment
219. Re-stated
articles
Amalgamation
220. Amalgamation
221. Agreement
for amalgamation
122. Approval
by shareholders
223. Vertical
short-form amalgamation
224. Horizontal
short-form amalgamation
225. Articles
of amalgamation
226. Certificate
of amalgamation
Dissenters’ Rights and Obligations
227. Dissent
by shareholder
228. Demand
for payment
229. Suspension
of rights
230. Offer
to pay for share
231. Application
to Court
232. Joined
parties
233. Court
powers
234. Interest
235. Recourse
of dissenting shareholder
236. Prohibition
of payment
Re-organization
237. Re-organization
Arrangements
238. Arrangements
Division 12-Civil Remedies
239. Definitions
Derivative
Actions
240. Derivative actions
241. Court powers
Restraining Oppression
242. Oppression restrained
243. Staying action
244. Interim costs
245. Rectification of records
Other Remedial Actions
246. Directions for Registrar
247. Refusal by Registrar
248. Appeal from Registrar
249. Restraining order, etc.
Application to
the Court
250. Summary application
PART
IV
PROTECTION OF CREDITORS
Division 1-Registration of Charges
251. Registration with Registrar
252. Contents of charge statements
253. Repealed
254. Later charges
255. Effect on written laws
256. Fluctuating charges
257. Charge on acquisition of
property
258. Duty to register
259. Register
of charges
260. Endorsement
on debenture
261. Satisfaction
and payment
262. Rectification
of error
263. Retention
of copy
264. Inspection
of copies
265. Registration of receiver
266. External company
Division 2-Trust Deeds and Debentures
267. Definitions
268. Application of Division
Trustees
269. Conflict of interest
270. List of debenture holders
271. Evidence of compliance
272. Contents of evidence
273 Further evidence
274. Evidence relating to conditions
275. Certificate of compliance
276 Notice of default
277. Redemption of debenture
278. Duty of care
279. Reliance on statements
280. No exculpation
281. Rights of trustees
Trust Deeds
282. Need for trust deed
283. Kinds of debentures
284. Cover of trust deed
285. Exception
286. Contents of trust deed
287. Contents of debentures
Realization of Security
288. Equity realization
Division 3-Receivers and Receiver Managers
289. Disqualified receivers
290. Functions of receivers
291. Functions of receiver-manager
292. Directors’ powers stopped
293. Duty under Court’s directions
294. Duty under instrument
295. Duty of care
296. Directions by court
297. Duties of receivers, etc.
298. Liability of receivers, etc.
299. Notice of receivership
300. Floating charges priorities
301. Statement of affairs
302. Contents of statement
Division 4-Insider Trading
303. “Insider” defined
304. Presumed insider
305. Liability of insider
306. Time limit on action
PART V
OTHER
REGISTERED COMPANIES
Division 1-Companies Without Share Capital
307. Application of Division
308. Incorporation
309. Form of articles
310. Directors ex
officio
311. Members unlimited
312. Admission to membership
313. Voting by members
314. Transfer of members
315. By-laws
316. Disposal of property on
dissolution
Division
2-External Companies
317. Application of Division
318. Registration required
319. Registration
of external
companies registered under
former Act
320. Entitlement to registration
321. External amalgamated
company
322. Language
323. Attorney of company
324. Failure of power
325 Capacity of attorney
326. Certificate of registration
327. Effect of registration
328. Repealed
329. Cancelling registration
330. Revival of registration
331. Previous activities
332. Fundamental changes
333. Returns
334. Incapacity of company
335. Exhibition of company’s name
336. Repealed
337. Other provisions
Division 3-Former-Act Companies
338. Application of Division
339. Repealed
340. Continuation of company
341. Amending instrument
342. Articles of continuance
343. Certificate of continuance
344. Preservation of company
345. Previous shares
346. Non-continuance disability
347. Repealed
PART VI
WINDING UP
Division
1-Preliminary
348. Modes of winding up
349. Liability of members
350. Saving
351. Definitions
352. Nature of liability of
contributory
353. Contributories in case of death
of member
354. Contributories in case of
bankruptcy of members
Division
2-Winding up by the Court
355. Circumstances in which
company may be wound up by Court
356. Definition of inability to pay
debts
357. Petition for winding up
358. Powers of Court on hearing
petition
359. Power to stay or restrain
proceedings against company
360. Avoidance of dispositions of
property, etc., after commence-
ment of winding up
361. Avoidance of attachment, etc.
362. Commencement of winding up by the Court
363. Copy of order to be forwarded
to Registrar
364. Actions stayed on winding up
order
365. Effect of winding up order
Official
Receiver
366. Meaning of Official Receiver
367. Statement of company’s affairs
368. Report by Official Receiver
Liquidators
369. Power of the Court to appoint
liquidators
370. Appointment and powers of
provisional liquidator
371. Appointment, style, etc., of
liquidators
372. Provisions where person other
than Official Receiver is
appointed liquidator
373. General provisions as to
liquidators
374. Custody of Company’s
property
375. Vesting of property of
company in liquidator
376. Powers of liquidator
377. Exercise and control of
liquidator’s powers
378. Books to be kept by liquidator
379. Payments of liquidator into
bank
380. Audit of liquidator’s accounts
381. Control of Registrar over
liquidators
382. Release of liquidator
Committee of Inspection
383. Meeting
of creditors and contributories
to determine whether committee of
inspection shall be appointed
384. Constitution
and Proceedings of committee of
inspection
385. Powers
of Court where no committee of
inspection
General Powers of Court
386. Power to stay winding up, etc.
387. Settlement of list of contributories and
application of assets
388. Delivery of property to liquidator
389. Payment of debts due by contributories to
company and extent to which set-off allowed
390. Power of Court to make calls
391. Payment into bank of moneys due to company
392. Order on contributory is conclusive evidence
393. Appointment of special manager
394. Power to exclude creditors not proving in time
395. Adjustment of rights of contributories
396. Inspection of books by creditors or
Contributories
397. Power to order costs of winding up to be paid
out of assets
398. Power to summon persons suspected of having
property of company
399. Power to order public examination of
promoters, directors, etc.
399a Power
to restrain fraudulent persons from managing companies
400. Power to arrest absconding contributory
401. Powers of Court cumulative
402. Delegation to liquidator of certain powers of
Court
403. Dissolution of company
404. Power to enforce orders and appeals from
orders
Division 3-Voluntary Winding up
405. Winding up resolution
406. Notice of resolution to wind up voluntarily
407. Commencement of voluntary winding up
408. Effect of voluntary winding up on business and
status of company
409. Avoidance of transfers, etc., after
commencement of voluntary winding up
410. Statutory
declaration of solvency in case of proposal of winding up voluntarily
Provisions Applicable only to Members’ Voluntary Winding up
410a Application
of sections 411 to 417
411. Power of company to appoint and fix
remuneration of liquidators
412. Power to fill vacancy in office of liquidator
413. Power of liquidator to accept shares, etc., as
consideration for sale of property of company
414. Duty of liquidator to call creditors’ meeting
in case, of insolvency
415. Duty of liquidator to call general meeting at
end of each year
416. Final meeting and dissolution
417. Alternative provisions as to annual and final
meetings in case of insolvency
Provisions Applicable to a Creditors’
Voluntary
Winding up
417a Application
of sections 418 to 425
418. Meeting of creditors
419. Appointment of liquidator
420. Appointment of committee of inspection
421. Fixing of liquidators’ remuneration and cesser
of directors’ powers
422. Power to fill vacancy in office of liquidator
423. Application of section 413 to a creditors’
winding up
424. Duty of liquidator to call
meetings of company and of
creditors at end of each year
425. Final meeting and dissolution
Provisions Applicable to Every Voluntary Winding
up
425a Application
of sections 426 to 433
426. Distribution of property of company
427. Powers and duties of liquidator in voluntary
winding up
428. Power of Court to appoint and remove
liquidator in voluntary winding up
429. Notice by liquidator of his appointment
430. Arrangement when binding on creditors
431. Power to apply to Court to have questions
determined or powers exercised
432. Costs of voluntary winding up
431. Saving for rights of creditors and
contributories
Division 4-Provisions Applicable to Every Mode of
Winding up
Proof and
Ranking of Claims
434. Debts of all descriptions to be proved
435. Preferential payments
Effect of Winding Up on Antecedent
and Other Transactions
436. Fraudulent preference
437. Liabilities and rights of certain fraudulently
preferred persons
438. Effect of floating charge
439. Disclaimer of onerous property
440. Definition of “bailiff” and “goods”
441. Restriction of rights of creditor as to
execution or attachment
442. Duties of bailiff as to goods taken in
execution
Offences
443. Offences by officers of companies in
liquidation
444. Penalty for falsification of books
445. Frauds by officers of companies which have
gone into liquidation
446. Liability where proper accounts not kept
447. Fraudulent trading
448. Power of Court to assess damages against
delinquent directors, etc.
449. Prosecution of’ delinquent officers and
members of a company
Supplementary
Provisions as to
Windingup
450. Disqualification for appointment as liquidator
450a Enforcement
of duty of liquidator to make returns etc.
451. Notification that a company is in liquidation
452. Failure to comply with section 451
453. Exemption of certain documents from stamp duty
on winding up of companies
454. Books of company to be evidence
455. Disposal of books and papers of company
456. Information as to pending liquidations
457. Unclaimed assets
457a Resolutions
passed at adjourned meetings of creditors and contributories
Supplementary
Powers of Court
458. Meetings to ascertain wishes of creditors or
contributories
459. Affidavits, etc.
Provisions
as to Dissolution
460. Power of Court to declare dissolution of
company void
461. Registrar may strike defunct company off
register
462. Outstanding assets of defunct company to vest
in Official Receiver
463. Disposal of moneys
Rules
464. Rules
Division 5-Winding up of Unregistered Companies
465. Unregistered company
466. Winding up of unregistered companies
467. Contributories in winding up of unregistered
company
468. Power of Court to stay or restrain proceedings
469. Outstanding assets of defunct unregistered
company
PART
VII
ADMINISTRATION
AND GENERAL
Division 1-Functions of Registrar
Registrar
of Companies
470. Responsibility
471. Service upon the Registrar
Register
of Companies
472. Register of companies
473. Inspection of register
Notices
and Documents
474. Notice to directors etc.
475. Presumption of receipt
476. Undelivered
documents
477. Notice
waiver
478. Certificate
by company
479. Evidentiary
value
480. Copies
481. Filed
articles
482. Alteration
of documents
483. Correction
of documents
484. Proof
of documents
485. Retention
of documents
486. Registrar’s
certificate
487. Refusal
power
488. Filing
form
Removal from
Register
489. Striking
off register
490. Liability
continues
Service
491. Service
on company
Company Names
492. Reservation
of name
493. Prohibited
name
494. Repealed
495. Amalgamated
company
496. Restored
name
Division 2-Investigation of Companies
Investigations
497. Non-application
to public
company
498. Investigation order
499. Court powers
500.
Inspector’s powers
501. In
camera hearing
502. Incriminating evidence
503. Privilege absolute
Inquiries
504. Ownership interest
505. Client privileges
506. Inquiries
Division
3-Regulations
507. Regulations
Division
4-Offences and Penalties
508. Name offence
509. Abuse of corporate status
510. Reports
511. Specific offences
512. Company offences
513. General offence
514. Order to comply
515. Limitation
516. Penalty for late filing
517. Civil remedies unaffected
517a Criminal
proceedings against firms
Division 5- Incidental and
Consequential Matters
518. Repealed
519. References to Companies Act
520. Transitional
521. Repealed
522. Security for costs
523. Power of Court to grant relief in certain cases
524. Saving for privileged communications
THE COMPANIES ACT, 1995
(Act No. 35 of
1995)
as amended by The Companies (Amendment) Act, 1997
(Act No.
5 of 1997)
[Proclaimed as
of 15 April, 1997 by Legal Notice No. 68 of 1997 ]
AN ACT to
revise and amend the law relating to companies and to provide for related and
consequential matters.
[Assented to 6
October 1995]
ENACTED by the
Parliament of Trinidad and Tobago as follows: Enactment
PRELIMINARY
1. This
Act may be cited as the Companies Act, 1995. Short title
2. This Act shall
come into operation on a date to be fixed by the President by Proclamation. Commencement
3. No association, society, body or
other group consisting of more than ten Prohibited
persons may be
formed for the purpose of carrying on any trade or business associations
for gain
unless it is-
(a) incorporated
under this Act;
(b) formed
under some other written law; or
(c) a
partnership.
PART 11
CONSTRUCTION
AND INTERPRETATION OF ACT
4. In this Act, unless the context
otherwise requires- Interpretation
“affairs” means, in relation to any
company or other body corporate, the relationship among the company or body
corporate, its affiliates and the shareholders, directors and officers thereof,
but does not include any businesses carried on by the companies or other bodies
corporate;
“affiliate” means an affiliated body
corporate within the meaning of section 5;
“articles” means, unless qualified, the original or restated articles of
incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of re-organization, articles of
dissolution, and articles of revival;
“associate” when used to indicate a
relationship with any person means-
(a) a body corporate of which that person beneficially owns or
controls, directly or indirectly, either shares
or securities currently convertible into shares, carrying more
than twenty per cent of the voting rights-
(i) under all circumstances;
(ii) by reason of the occurrence of an event that
has occurred and is continuing;
or a currently exercisable
option or right to purchase such shares or such convertible securities;
(b) a partner of that person acting on behalf of the partnership of
which they are partners;
(c) a trust or estate, in which that person has a substantial
beneficial interest or in respect of which he serves as a trustee, legal representative or in a similar
capacity;
(d) a spouse or child of that person;
(e) a relative of that person or of his spouse if that relative has
the
same residence as that
person;
“auditor” includes a partnership of
auditors;
“beneficial interest” means an
interest arising out of the beneficial
ownership of shares or debentures;
“beneficial ownership” includes
ownership through a trustee, legal representative, agent or other intermediary;
“body corporate” includes a company
or other body corporate wherever or however incorporated, other than a
corporation sole;
“by-laws” means the by-laws of a
company made under section
66;
“commencement date” means the date
on which this Act is proclaimed under section 2;
“Commission” means the Securities
and Exchange Commission established under section 3(l) of the Securities
Industry Act, 1995;
“company” means a body corporate
that is incorporated, or continued
under this Act;
“company
limited by guarantee” means a company with or without a share capital whose
articles set out the provisions required by Section 9(2a);
“control” in relation to a body
corporate means the power of a person to secure by means of-
(a) the holding of shares or the possession of voting power in
relation to that body corporate; or
(b) any other
power conferred by the articles of incorporation or other document regulating
the body corporate,
that the
business and affairs of the body corporate are conducted in accordance with the
wishes of that person;
“Court” means the High Court;
“corporate instruments” includes any statute, letters patent, memorandum of
association, articles of association, certificate of incorporation, certificate
of continuance, by-laws, regulations or other instrument by which a body
corporate is incorporated or continued or that governs or regulates the affairs
of a body corporate;
“debenture” includes debenture stock
and any bond or other instrument evidencing any indebtedness or
guarantee of a company in respect of indebtedness whether secured or not, but
shall not include a cheque, promissory note or bill of exchange or endorsement
thereon, a letter of credit issued by a bank nor an instrument evidencing a
deposit account issued by a financial institution or a credit union within the
meaning of the Co-operative Societies Act or an insurance company; Chap 81:03
“director” in relation to a body
corporate, means a person occupying therein the position of a director by
whatever title he is called;
“external company” means any incorporated body of persons that is formed
under the laws of a country other than Trinidad and Tobago;
“firm” means an unincorporated body
of two or more individuals, or one or more individuals and one or more
corporations, or two or more corporations, who have entered into partnership
with one another with a view to carrying on business for profit;
“former Act” means the Companies Ordinance, repealed by this
Act; Ch.31. No.1
“former-Act company” means a
company incorporated or registered under the former Act or any Act replaced by
that Act;
“incorporator” means, in relation to
a company, a person who signs the articles of incorporation of the company;
“legal representative” in relation to a company, shareholder, debenture
holder or other person, means a person who stands in place of and represents
the company, shareholder, debenture holder or person, and without limiting the
generality of the foregoing, includes, as the circumstances require, a trustee,
executor, administrator, assignee, or receiver of the company, shareholder,
debenture holder or person;
“liability” includes, in relation to
a company, any debt of the company that arises under-
(a) section 53;
(b) section 235(2); or
(c) section 242(3)(f) or (g);
“member” in relation to a non-profit
company or a company limited by guarantee,
means a member of the company in accordance with the provisions of this Act and
the articles and by-laws of the company;
“Minister”
means the Minister to whom responsibility for the Registrar General’s
Department is assigned;
“non-profit company” means a company
without share capital;
“officer” in relation to a body
corporate means-
(a) the
chairman, deputy chairman, president or vice-president of the board of
directors;
(b) the
managing director, general manager, comptroller, secretary or treasurer; or
(c) any
other person who performs for the body corporate functions similar to those
normally performed by the holder of any office specified in paragraph (a) or
(b) and who is duly appointed to perform such
functions;
“ordinary resolution” means a
resolution passed by a majority of the votes cast by the shareholders who voted
in respect of that resolution;
“prescribed” means prescribed by
rules made under section 464 or regulations made under section 507;
“public company” means a company any
of whose issued shares or debentures are or were part of a distribution to the
public within the meaning of section 6 but does not
include a former-Act company which was not a public company under the former
Act at the commencement date;
“record” includes any register, book
or other record that is required to be kept by a body corporate;
“redeemable
share” means a share issued by a company-
(a) that
the company can purchase or redeem upon demand of the company; or
(b) that
the company is required by its articles to purchase or redeem at a specified
time or upon the demand of a shareholder;
“Registrar” refers to the Registrar
of Companies under this Act;
“relative” in relation to a person
means-
(a) a
parent, grandparent, brother, sister or spouse;
(b) a
son-in-law or daughter-in-law; or
(c) a
step-child;
“security interest” means any
interest in or charge upon any property of a company, by way of mortgage,
assignment, bond, lien, pledge or other
means, that is created or taken to secure the payment of a debt or the
performance of any other obligation
of the company;
“seal” includes a rubber stamp;
“send” includes deliver;
“series” in relation to shares,
means a division of a class of shares;
“share” includes stock;
“shareholder” in relation to a
company, means a person described in section 107(1);
“special resolution” means a
resolution proposed at a meeting of the company of which not less than twenty-one days’ notice specifying
the intention to propose the resolution as a special resolution has been duly
given and which is-
(a) passed by a majority of not less than seventy-five percent of the
votes cast by the shareholders who voted in respect of the resolution; or
(b) reduced to writing as a special resolution and signed
by all the shareholders entitled to vote on the resolution;
“stated capital account” means an
account maintained pursuant to section 37;
“statutory
declaration” means a declaration
made under the Statutory Declarations Act;
“stock exchange” means any market
where shares, bonds and other securities are traded;
“unanimous shareholder agreement”
means an agreement described in section 137;
“unlimited
liability company” means a company not having any limit on the liability of its
members.
Corporate Relationships
5. (1) For the purposes of this Act- Affiliated
corporations
(a) one
body corporate is affiliated with another body corporate if one of them is the
subsidiary of the other, or both are subsidiaries of the same body corporate,
or each of them is controlled by the same person; and
(b) if
two bodies corporate are affiliated with the same body corporate at the same
time, they are affiliated with each other.
(2) For
the purposes of this Act-
(a) a
body corporate is the holding body corporate of another if that other body
corporate is its subsidiary; and
(b) a
body corporate is a subsidiary of another body corporate if it is controlled by
that other body corporate.
Public Distribution of Corporate Securities
6. (1) For the purposes of this Act- “Distribution to
the public”
(a) a
share or debenture of a body corporate is part of a distribution to the public,
when, in respect of the share or debenture-
(i) there has been, under the laws of Trinidad and Tobago or any other
jurisdiction, a filing of a prospectus, statement in lieu of prospectus,
registration statement, stock exchange takeover bid circular or similar
instrument; or
(ii) the share or debenture is listed for trading on any stock exchange
wherever situated; and
(b) a
share or debenture of a body corporate is deemed to be part of a distribution
to the public where the share or debenture has been issued and a filing
referred to in paragraph (a)(i) would be required if the share or debenture
were being issued currently.
(2) For
the purposes of this Act, the shares or debentures of a company that are issued
upon a conversion of other shares or debentures of a company, or in exchange
for other shares or debentures, are deemed to be part
of a distribution to the public if any of those other shares or debentures were part of a distribution to the
public.
(3) On
the application of a company, the Commission may determine that shares or
debentures of a company are not or were
not part of a distribution to the public if the Commission is satisfied that
such determination would not prejudice any shareholder or debenture holder of
the company.
7. Repealed
by Act. No. 5 of 1997
PART III
Formation and Operation of Companies
Division 1-Incorporation of
Companies
8. (1) Subject to subsection (2), one or more persons
may incorporate a Incorporation
company, with
or without limited liability, by signing and delivering articles of
incorporation to the Registrar and otherwise complying with the requirements of
this Division and the name of every
incorporator shall be entered in the company’s register of members as soon as
may be after the company’s registration.
(2) No
individual who-
(a) is
less than eighteen years of age;