CO129-537-11 Companies Ordinance 1932 2-12-1932 - 26-5-1934 — Page 277

344

345

for "Great Britain"

for "Act"

do.

for "Great Britain"

do

for "Act"

reference to England

and Scotland omitted

for Oct

do

do

"Britain"

for "cilter part of Great "for that part" omitted.

for Act"

do

for "fifty frounds" for "five pounds"

for "Act"

do.

Service on

company to

which Part

XI applies.

126

prospectus as aforesaid and in all bill-heads, letter paper, notices, advertisements and other official publications of the company in the Colony and to be affixed on every place where it carries on its business.

324. Any process or notice required to be served on & company to which, this Part of this Ordinance applies shall be sufficiently served if addressed to any

19 & 20 Gen. person whose name has been delivered to the registrar under this Part of this Ordinance and left at or sent by post to the address which has been so delivered:

5, c. 23,

s. 349.

Office

where

docunients

to be filed.

19 & 20 Geo. 5. c. 23, s. 350.

Penalties,

19 & 20 Geo.

5. c. 23,

£.. 351.

Interpreta- tion of

Part XI.

19 & 20 Geo.

5, c. 23,

$. 352,

Provided that

(1) where any such company makes default in delivering to the registrar the name and address of a person resident in the Colony who is authorised to accept on behalf of the com- pany service of process or notices; or

(2) if at any time all the persons whose naines and addresses have been so delivered are dead or have ceased so to reside, or refuse to accept service on behalf of the company, or for any reason cannot be served;

a document may be served on the company by leaving it at or sending it by post to any place of business established by the company in the Colony.

325. (1) Any document, which any company to which this Part of this Ordinance applies is required to deliver to the registrar of companies, shall be delivered to the registrar at the registration office,

Provided that nothing in this Part of this Ordinance shall operate to require any document to be delivered at any registration office if it has been delivered at that office before the commencement of this Ordinance.

(2) If any company to which this Part of this Ordinance applies ceases to have a place of business in the Colony, it shall forthwith give notice of the fact to the registrar of companies and as from the late on which notice is so given the obligation of the company to deliver any document to the registrar shall cease.

328. If any company to which this Part of this Ordinance applies fails to comply with any of the foregoing provisions of this Part of this Ordinance the company, and every officer or agent of the com- pany, shall be liable to a fine not exceeding five hundred dollars, or, in the case of a continuing offence, fifty dollars for every day during which the default continues.

327. For the purposes of this Part of this Ordin-

snce:-

The expression "certified" means certified in the prescribed manner to be a true copy or a correct translation;

The expression "director" in relation to a com- pany includes any person in accordance with whose directions or instructions the directors of the company are accustomed to act; The expression "place of business" includes a

share transfer or share registration office; The expression "prospectus" has the same mean- ing as when used in relation to a company incorporated under this Ordinance.

127

PART X11.

RESTRICTIONS ON SALE OF SHARES AND

OFFERS OF SHARES FOR SALE,

328. --(1) It shall not be lawful for any person- Provisions

with respect (a) to issue, circulate or distribute in the Colony to prospec

any prospectus offering for subscription shares tuses of in or debentures of a company incorporated or foreign to be incorporated outside the Colony, whether companies the company has or has not established, or

subscrip when formed will or will not establish, a place tions for

of business in the Colony, unless-

inviting

for "Great Britain"

do

shares or

shares for

do.

(i) before the issue, circulation or dis. offering tribution of the prospectus in the Colony a sale. copy thereof, certified by the chairman and 19 & 20 Geo. two other directors of the company as 5, c. 23, having been approved by resolution of the 5. 354. managing body, has been delivered for regis.

tration to the registrar of companies;

(ii) the prospectus states on the face of

it that the copy has been so delivered;

(ii) the prospectus is dated;

(iv) the prospectus otherwise complies with this Part of this Ordinance; or

(b) to issue to any person in the Colony a form of application for shares in or debentures of such a company or intended company as aforesaid, unless the form is issued with a prospectus which complies with this Part of this Ordinance;

Provided that this provision shall not apply if it is shown that the form of appli cation was issued in connection with a boná fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures.

(2) This section shall not apply to the issue to existing members or debenture holders of a company

an

of a prospectus or form of application relating to shares in debentures of the

or

whether company, applicant for shares or debentures will or will not have the right to renounce in favour of other persons, but, subject as aforesaid, this section shall apply to

a prospectus or form of application whether issued on or with reference to the formation of a company or subsequently.

(3) Where any document by which any shares in or debentures of a company incorporated outside the Colony are offered for sale to the public would,

if the company concerned had been a company within the meaning of this Ordinance, have been deemed by virtue of section forty of this Ordinance to be a prospectus issued by the company, that document shall be deemed to be, for the purposes of this section,

a prospectus issued by the company,

(4) An offer of shares or debentures for subscription

or sale to any person whose ordinary business or part of whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, shall not be deemed an offer to the public for the purposes of this section.

(5) Section thirty-nine of this Ordinance shall extend to every prospectus to which this section applies.

(6) Any person who is knowingly responsible for the issue, circulation or distribution of any prospectus, or for the issue of a form of application for shares or debentures, in contravention of the provisions of this section shall be liable to a fine not exceeding five thousand dollars.

L4

(7) In this and the next following section the expressions prospectus, shares,' and deben- tures have the same meanings as when used in relation to a company incorporated under this Ordinance.

for "Act"

for "Great Britain"

for "Actr

for "Great Britain" for "Act" for "thirty-eight of this

Act

for "thirty suren of this Act"

for "hundred pounds"

for "lat"