38
CAP. 32]
Meaning of
private company.
1929 c. 23, s. 26.
Circumstances in which company ceases to be or to enjoy privileges of a private company. 1929 c. 23, s. 27.
Second Schedule.
Companies
Private Companies
[1984 Ed.
29. (1) For the purposes of this Ordinance, the expression "private company" means a company which by its articles-
(a) restricts the right to transfer its shares; and
(b) limits the number of its members to 50, not including persons who are in the employment of the company and persons who, having been formerly in the employment of the company, were while in that employment, and have continued after the determination of that employment to be, members of the company; and
(c) prohibits any invitation to the public to subscribe for any
shares or debentures of the company.
(2) Where 2 or more persons hold one or more shares in a company jointly, they shall, for the purposes of this section, be treated as a single member.
30. (1) If a company, being a private company, alters its articles in such manner that they no longer include the provisions which, under section 29, are required to be included in the articles of a company in order to constitute it a private company, the company shall, as on the date of the alteration, cease to be a private company and shall, within a period of 14 days after the said date, deliver to the Registrar for registration a prospectus or a statement in lieu of prospectus in the form and containing the particulars set out in Part I of the Second Schedule and, in the cases mentioned in Part II of that Schedule setting out the reports specified therein, and the said Parts I and II shall have effect subject to the provisions contained in Part III of that Schedule. (Amended, 78 of 1972, s. 3)
(1A) Every statement in lieu of prospectus delivered under subsection (1) shall, where the persons making any report required by Part II of the Second Schedule have made therein or have, without giving the reasons, indicated therein any such adjustments as are mentioned in paragraph 5 of the Second Schedule, have endorsed thereon or attached thereto a written statement signed by those persons setting out the adjustments and giving the reasons therefor. (Added, 78 of 1972, s. 3)
(2) If default is made in complying with subsection (1) or (1A), the company and every officer of the company who is in default shall be liable to a default fine of $10,000. (Amended, 78 of 1972, s. 3)
(2A) Where a statement in lieu of prospectus delivered to the Registrar under subsection (1) includes any untrue statement, any person who authorized the delivery of the statement, in lieu of prospectus for registration shall be liable
(a) on conviction on indictment, to a fine of $50,000 and to
imprisonment for 2 years; or
Page 291
:)
38
CAP. 32]
Meaning of
private company.
1929 c. 23, s. 26.
Circumstances in which company ceases to be or to enjoy privileges of a private company. 1929 c. 23, s. 27.
Second Schedule.
Companies
Private Companies
[1984 Ed.
29. (1) For the purposes of this Ordinance, the expression "private company" means a company which by its articles-
(a) restricts the right to transfer its shares; and
(b) limits the number of its members to 50, not including persons who are in the employment of the company and persons who, having been formerly in the employment of the company, were while in that employment, and have continued after the determination of that employment to be, members of the company; and
(c) prohibits any invitation to the public to subscribe for any
shares or debentures of the company.
(2) Where 2 or more persons hold one or more shares in a company jointly, they shall, for the purposes of this section, be treated as a single member.
30. (1) If a company, being a private company, alters its articles in such manner that they no longer include the provisions which, under section 29, are required to be included in the articles of a company in order to constitute it a private company, the company shall, as on the date of the alteration, cease to be a private company and shall, within a period of 14 days after the said date, deliver to the Registrar for registration a prospectus or a statement in lieu of prospectus in the form and containing the particulars set out in Part I of the Second Schedule and, in the cases mentioned in Part II of that Schedule setting out the reports specified therein, and the said Parts I and II shall have effect subject to the provisions contained in Part III of that Schedule. (Amended, 78 of 1972, s. 3)
(1A) Every statement in lieu of prospectus delivered under subsection (1) shall, where the persons making any report required by Part II of the Second Schedule have made therein or have, without giving the reasons, indicated therein any such adjustments as are mentioned in paragraph 5 of the Second Schedule, have endorsed thereon or attached thereto a written statement signed by those persons setting out the adjustments and giving the reasons therefor. (Added, 78 of 1972, s. 3)
(2) If default is made in complying with subsection (1) or (1A), the company and every officer of the company who is in default shall be liable to a default fine of $10,000. (Amended, 78 of 1972, s. 3)
(2A) Where a statement in lieu of prospectus delivered to the Registrar under subsection (1) includes any untrue statement, any person who authorized the delivery of the statement, in lieu of prospectus for registration shall be liable
(a) on conviction on indictment, to a fine of $50,000 and to
imprisonment for 2 years; or
:)Page 291
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