No. 16 of 2004. The Companies (Amendment) 1 ANTIGUA
Act, 2004. AND
[ L.S. ]
James B. Carlisle,
22nd October, 2004.
ANTIGUA AND BARBUDA
No. 16 of 2004
AN ACT to amend the Companies Act No. 18 of 1995.
[Published in the OfJicial Gazette Vol. XXIV No. 79
dated the 4th November 2004 ]
ENACTED by the Parliament of Antigua and Barbuda as
1. This Act may be cited as the Companies (Amendment) Shorttitle.
2. The Companies Act, in this Act referred to as the "prin- Amendmentof
cipal Act" is amended in section 66, by the renumbering of subsecti0n(2)0f
subsection (2) as subsection (4) and by the insertion after section 66.
subsection (1) of the folowing -
"(2) No individual who has sewed as a director of a
public company for six consecutive years shall be quali-
fied for re-election as a director for that company unless
two years have elapsed after he last sewed".
(3) Any person who, at the commencement of this Act,
is serving as a director of a public company but would, for
the purposes of subsection (2), be disqualified, shall
continue to serve as director until his term of office
ANTIGUA 2 The Companies (Amendment) No. 16 of 2004.
AND Act, 2004.
Amendment of 3. Section 11 1 of the principal Act is amended by the repeal
section 1 1 I . of subsection (1) and the substitution of the following -
"(I) Notice of the time and place of a meeting of
shareholders and the minutes of the last meeting shall be
sent not less than seven days before the meeting -
(a) to each shareholder entitled to vote at the meeting;
(b) to each director; and
(c) to the auditor of the company".
Amendment of 4. Section 112 of the principal Act is amended by the repeal
section 112. of paragraphs (a) - 0 and the strbstitution of the following -
(a) the confirmation of Minutes;
(b) the matters arising out of Minutes;
(c) the consideration of financial statements;
(d) the directors' report, if any;
(e) the auditor's report, if any;
@ the sanction of dividends;
(g) the election of directors; and
(h) the appointment of an auditor.
Insertion of 5. The principal Act is amended by the insertion immedi-
section 195A. ately after section 195 the following -
"Share transfer to 195A. (1) No transfer of stock or shares of
beregisteTedand a company shall be valid unless the instru-
stamped to be
valid. ment of transfer is presented in duplicate to
the Registrar of Companies and a copy thereof
is registered by him in the Companies regis-
(2) The Registrar of Companies shall
not register any transfer until he is satisfied
No. 16 of 2004. The Companies (Amendment) 3 ANTIGUA
Act, 2004. AND
that the stamp duty payable in respect thereof
has been duly paid.
(3) The stamp duty payable to the Com-
missioner of Inland Revenue on transfer of
stock or shares shall be calculated at the rate
of seven and one half percent of the market
value of the shares or net asset ofthe company
whichever is higher
(4) The vendor of the stock or shares shall
pay five percent and the purchaser shall pay
two and one half percent of the stamp duty
payable under subclause (3).
(5) The Schedule to the Stamp Act shall Cap.410.
not apply in respect of the stamp duty
payable on transfer of stock or shares of any
company incorporated under the Compa- No. 18 of 1995.
6. Section 457 of the principal Act is amended by .the repeal Amendment of
of subsection (1) and the substitution of the following - section 457.
(a) any amount owing to an employee as severance pay;
(b) all taxes, rates, charges, assessment or imposi-
tions, whether imposed or made by the Govern-
ment or by any public authority under the provi-
sions of any Act, and having become due and
unpayable within twelve months next before the
(c) all wages or salary (whether or not earned wholly
or in part by way of commission or for time or
piece work) of any employee, not being a direc-
tor, in respect of services rendered to the com-
pany during four months next before the relevant
ANTIGUA 4 The Companies (Amendment) No. 16 of 2004.
AND Act, 2004.
Passed the House of Rep'resentatives this Passed the Senate this 7th day
23rd day of September, 2004. of October, 2004.
D. Giselle Isaac-Arrindel,
Edmond A. Mansoor,
Y. Henry, Y. Henry,
Acting Clerk to the House ofRepresentatives. Acting Clerk to the Senate.
Printed at the Government Printing Office, Antigua and Barbuda,
by Walter A. Massiah, Government Printer
- By Authority, 2004.
800-1 1.04 [ Price $2.25 ]