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.
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.

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23. Contracts of corporation.
24. Bills, notes.
25. Power of attorney.
26. Coporate seal.

Division C: Share Capital

27. 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. 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.

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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. 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. 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.

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100. Insurance of directors, etc.
101. Court approval of indemnity.

Division E: The Shareholders

102. Place of meetings.
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. 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.

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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. 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.

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.

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17 1. 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. 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.
203. Court powers.
204. Oppression restrained.
205. Staying action.
206. Interim costs.
207. Rectification of records.
208. Directions for Director.
209. Refusal by Director.

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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. 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.
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.

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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.
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.
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.

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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.
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. 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.

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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.

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. 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.

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Section

341. Amalgamated corporation.
342. 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. 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.

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Section

367. "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

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International Business Corporations (CAP. 222 13

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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. This Act may be cited as the International Business
Corporations Act.

2. (1) In this Act-
(a) " articles" means, unless qualified,

(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;

Interpretation.

(e) "debt obligation" means a bond, debenture, note
or other evidence of indebtedness or guarantee of
a corporation whether secured or unsecured;

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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.

(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.

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International Business Corporations (CAP. 222 15

( 3 ) T h e expressions " appropriate official",
"Superintendent", "Supervisor" and "licensee" are defined
in Part 111.

(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.

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.

(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.

( 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. (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;

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16 CAP. 222) International Business Corporations

(d) international manufacturing; and

( e ) other international trading or commercial
activities.

(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.

(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.

(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.

(5) International manufacturing is the manufacturing,
preparation, processing, assembling, or packaging of any pro-
ducts within Antigua and Barbuda for which the sole intended

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International Business Corporations (CAP. 222 17

dcstination is one or more countries outside the Caricom
region.

(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.

PART I

CONSTITUTION OF 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

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18 CAP. 222) International Business Corporations

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. (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.

Required votes.

(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.

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

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International Business Corporations (CAP. 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 OF 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.
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 . 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;

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20 CAP. 222) International Business Corporations

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. 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 .

Continued name. 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.

Name revocation. 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.

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

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of the corporation and must forthwith give notice of the
change in the Gazette.

(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.

( 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.

(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.

(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.

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22 CAP. 222) International Business Corporations

(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. (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.

Powers reduced. 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.

Validity of acts. 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.

Notice not
presumed. 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.

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. 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.

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.

(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

LAWS OF ANTIGUA AND BARBUDA

2 4 CAP. 222) International Business Corporations

may be made or evidenced in writing signed in the name
or on behalf of the corporation.

(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. 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. (1) A corporation may, by writing under seal,
empower any person, either generally or in respect of any
specified matter, as its attorney to execute deeds on its behalf
in or outside Antigua and Barbuda.

(2) A deed signed by a person empowered as provided
in subsection (1) binds the corporation and has the same effect
as if it were under the corporation's seal.

Corporate seal. 26. (1) A corporation may have a common seal with
its name engraved thereon in legible characters; except when
required by any enactment to use its common seal, the cor-
poration may, for the purpose of sealing any document, use
its common seal or any other form of seal.

(2) If authorised by its by-laws, a corporation may have
for use in any country other than Antigua and Barbuda or
for use in any place outside Antigua and Barbuda, an official
seal, which must be a facsimile of the common seal of the
corporation.

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 2 5

DIVISION C: SHARE CAPITAL

SHARES

27. (1) Shares in a corporation must be in registered Nature of shares.
or bearer form and with or without nominal or par value.

(2) Shares in a corporation are personal property.

(3) Bearer share certificates shall include a legend that
the certificate is not transferable to a resident of Antigua
and Barbuda.

(4) Subject to subsection ( 5 ) , each share in a corpora-
tion must be distinguished by an appropriate designation.

(5) If at any time all the issued shares in a corporation,
or all the issued shares in a corporation of a particular class,
rank equally for all purposes, none of those shares need
thereafter have a distinguishing designation so long as it ranks
equally for all purposes with all shares for the time being
issued, or, as the case may be, all the shares for the time
being issued for the particular class.

28. When a corporation has only one class of shares If only class.
the rights of the holders are equal in all respects and include

(a ) the right to vote at any meeting of shareholders;

( b ) the right to receive any dividend declared by
the corporation;

(6) the right to receive the remaining property of
the corporation on dissolution.

29. The articles of a corporation may provide for Share
more than one class of shares; and, if they so provide,

( a ) the rights, privileges, restrictions and conditions
attaching to the shares of each class must be set out in
the articles; and

( b ) the rights set out in section 28 must be attached
to the shares of the corporation but all of those rights
need not be attached to a single class of shares.

LAWS OF ANTIGUA AND BARBUDA

26 CAP. 222) International Business Corporations

Share issue. 30. Subject to the articles, the by-laws, any
unanimous shareholder agreement and section 35, shares
may be issued at such times and to such persons and for
such consideration as the directors may determine.

Consideration. 3 1. (1) A share may not be issued until it is fully paid
(a) in money, or

(6 ) in property or past service that is the fair
equivalent of the money that the corporation would have
received if the share had been issued for money.

(2) In determining whether property or past service is
the fair equivalent of a money consideration, the directors
may take into account reasonable charges and expenses of
organisation and re-organisation and payments for property
and past services reasonably expected to benefit the
corporation.

(3) For the purposes of this section with respect to
registered shares property includes a promissory note in
negotiable form.

Stated capital 32. (1) Subject to subsection (8), a corporation must
accounts.

maintain a separate stated capital account for each class and
series of shares that it issues.

(2) A corporation must add to the appropriate stated
capital account the full amount of the consideration that it
receives for any shares that it issues.

(3) A corporation may not reduce its stated capital or
any stated capital account except in the manner provided
by this Act.

(4) A corporation must not, in respect of a share that
it issues, add to a stated capital account an amount greater
than the amount of the consideration that it receives for the
share.

(5) When a corporation proposes to add an amount to
a stated capital account that it maintains in respect of a class

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 27

or series of shares, that addition to the stated capital account
must be approved by special resolution if

(a) the amount to be added was not received by
the corporation as consideration for the issue of shares,
and

(6) the corporation has issued any outstanding
shares of more than one class or series.

(6) Notwithstanding section 3 1 and subsection (2),

(a) when, in exchange for property, a corporation
issues shares

(i) to a body corporate that was an affiliate of the
corporation immediately before the exchange,
or

(ii) to a person who controlled the corporation
immediately before the exchange,

the corporation, subject to subsection (4), may, to the stated
capital accounts that are maintained for the shares of the
classes or series issued, add the amount agreed, by the cor-
poration and the body corporate or person, to be the con-
sideration for the shares so exchanged;

(6) when a corporation issues shares in exchange
for shares of a body corporate that was an affiliate of
the corporation immediately before the exchange, the
corporation may, subject to subsection (4), add to the
stated capital accounts that are maintained for the shares
of the classes or series issued an amount that is not less
than the amount set out, in respect of the acquired shares
of the body corporate, in the stated capital or equivalent
accounts of the body corporate immediately before the
exchange; or

(c) when a corporation issues shares in exchange
for shares of a body corporate that becomes, because
of the exchange, an affiliate of the corporation, the cor-
poration may, subject to subsection (4), add to the stated
capital accounts that are maintained for the classes or
series issued an amount that is not less than the amount
set out, in respect of the acquired shares of the body
corporate, in the stated capital or equivalent accouhts
of the body corporate immediately before the exchange.

LAWS OF ANTIGUA AND BARBUDA

28 CAP. 222) International Business Corporations

(7) When an existing off-shore company is continued
under this Act,

(a) then, notwithstanding subsection (2), it is not
required to add to a stated capital account any considera-
tion received by it before it became a continued cor-
poration, unless the share in respect of which the
consideration is received is issued after the corporation
was continued under this Act;

(b) an amount unpaid in respect of a share issued
by the existing off-shore company before it was so con-
tinued must be added to the stated capital account that
is maintained for the shares of that class or series; and

(c) its stated capital account for the purposes of

(i) subsection (2) of section 39,

(ii) section 44,

(iii) paragraph (b) of subsection (2) of section 55,
and

(iv) paragraph (a) of subsection (2) of section 172,

includes the amount that would have been included in stated
capital if the corporation had been a corporation incorporated
under this Act.

(8) Subsections (1) to (7) and other provisions of this
Act relating to a stated capital account do not apply to an
open-end mutual fund corporation; that is to say, a corpora-
tion that carries on only the business of investing in the
securities of foreign companies or in the securities of other
corporations, or both, the consideration it receives for the
shares it issues and all or substantially all of those shares
are redeemable upon the demand of shareholders.

Series shares. 33. (1) The articles of a corporation may authorise
the issue of any class of shares in one or more series and
may authorise the directors to fix the number of shares in
and to determine the designation, rights, privileges, restric-
tions and conditions attaching to the shares of each series,
subject to the limitations set out in the articles.

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 29

( 2 ) If any cumulative dividends or amounts payable on
return of capital in respect of a series of shares are not paid
in full, the shares of all series of the same class participate
rateably in respect of accumulated dividends and return of
capital.

( 3 ) No rights, privileges, restrictions or conditions
attached to a series of shares authorised under this section
may confer upon the series a priority in respect of dividends
or return of capital over any other series of shares of the
same class that are then outstanding.

(4) Before the issue of shares of a series authorised under
this section, the directors must send to the Director articles
of amendment in the prescribed form to designate a series
of shares.

(5) Upon receipt from a corporation of articles of
amendment designating a series of shares, the Director must
issue to the corporation a certificate of amendment in accord-
ance with section 3 2 7 .

(6) The articles of a corporation are amended accord-
ingly on the date shown in the certificate of amendment issued
under subsection (5).

34. (1) Unless the articles of a corporation otherwise Sre-empfive
rights.

provide, no shares of a class of shares may be issued unless
the shares have first been offered to the shareholders of the
corporation holding shares of that class; and those
shareholders have a pre-emptive right to acquire the offered
shares in proportion to their holdings of the shares of that
class, at such price and on such terms as those shares are
to be offered to others.

( 2 ) Unless the articles of a corporation otherwise pro-
vide, the shareholders of the corporation have no pre-emptive
right in respect of shares to be issued by the corporation

( a ) for a consideration other than money;

(6) as a share dividend; or

(c) pursuant to the exercise of conversion privileges,
options or rights previously granted by the corporation.

LAWS OF ANTIGUA AND BARBUDA

3 0 CAP. 222) International Business Corporations

Converaiun
privilege.. 35. (1) A corporation may grant conversion

~ r iv i l e~es , options or rights to acquire shares of the corpora-
tion but must set out the conditions of the conversion
privileges in any instruments issued as evidence of the con-
version privileges.

(2) Conversion privileges, options and rights to acquire
securities of a corporation may be made transferable or non-
transferable; and options and rights to acquire securities may
be made separable or inseparable from any securities to which
they are attached.

Reserve shares. 36. Where a corporation

(a) has granted privileges to convert any securities
issued by the corporation into shares or into shares of
another class or series of shares, or

( b ) has issued or granted options or rights to
acquire shares,

if the articles of the corporation limit the number of authorised
shares, the corporation must reserve and continue to reserve
sufficient authorised shares to meet the exercise of those con-
version privileges, options and rights.

Own shares. 37. (1) Subject to subsection (2), and except as pro-
vided in sections 38 to 41, a corporation shall not hold shares
in itself or in its holding body corporate.

(2) When a subsidiary body corporate holds shares in
a corporation, the corporation must cause the subsidiary body
corporate of the corporation to sell or otherwise dispose of
those shares within five years from the date that the body
corporate became a subsidiary of the corporation.

(3) When a subsidiary body corporate of a continued
corporation holds shares of the continued corporation, the
corporation must cause the subsidiary body corporate to sell
or otherwise dispose of those shares within five years from
the date that the corporation became a continued corporation.

Exceptions. 38. (1) A corporation may in the capacity of a legal
representative hold shares in itself or in its holding body cor-

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP . 222 3 1

porate unless it or the holding body corporate or a subsidiary
of either of them has a beneficial interest in the shares.

( 2 ) A corporation may hold shares in itself or in its
holding body corporate by way of security for the purposes
of a transaction entered into by it in the ordinary course
of a business that includes the lending of money.

( 3 ) A corporation that carries on the business of inter-
national manufacturing or international shipping or any other
trading or commercial activities may hold shares in itself or
in its holding body corporate.

39. ( 1 ) Subject to subsection ( 2 ) and to its articles, t;',":g:.of
a corporation may purchase or otherwise acquire shares issued
by it.

( 2 ) A corporation shall not make any payment to pur-
chase or otherwise acquire shares issued by it, if there are
reasonable grounds for believing that

( a ) the corporation is unable or would, after that
payment, be unable to pay its liabilities as they become
due, or

( 6 ) the realisable value of the corporation's assets
would after that payment be less than the aggregate of
its liabilities and stated capital of all classes.

40. ( 1 ) Notwithstanding subsection ( 2 ) of section 44, other
acquisition. but subject to subsection ( 3 ) and to its articles, a corpora-

tion may purchase or otherwise acquire its own issued shares

( a ) to settle or compromise a debt or claim asserted
by or against the corporation;

( b ) to eliminate fractional shares;

(c) to fulfil the terms of a non-assignable agree-
ment under which the corporation has an option or is
obliged to purchase shares owned by a director, an officer
or an employee of the corporation.

( 2 ) Notwithstanding subsection ( 2 ) of section 41, a com-
pany may purchase or otherwise acquire its own issued shares

LAWS OF ANTIGUA AND BARBUDA

32 CAP. 222) International Business Corporations

(a) to satisfy the claim of a shareholder who dissents
under section 191, or

(6) to comply with an order under section 204.

(3) A corporation shall not, under subsection (I), make
any payment to purchase or acquire shares issued by it if
there are reasonable grounds for believing that

(a) the corporation is unable or would, after that
payment, be unable to pay its liabilities as they become
due, or

(6) the realisable value of the corporation's assets
would after that payment be less than the aggregate of
its liabilities and the amount required for payment on
a redemption or in a liquidation of all shares the holders
of which have the right to be paid before the holders
of the shares to be purchased or acquired.

Redeemable
shares.

41. (1) Notwithstanding subsection (2) of section 39
or subsection (3) of section 40, but subject to subsection (2)
of this section and to its articles, a corporation may, at prices
not exceeding the redemption price thereof stated in its articles
or calculated according to a formula stated in its articles,
purchase or redeem any redeemable shares issued by it.

(2) A corporation shall not make any payment to pur-
chase or redeem any redeemable shares issued by it if there
are reasonable grounds for believing that

(a) the corporation is unable or would, after that
payment, be unable to pay its liabilities as they become
due, or

(6) the realisable value of the corporation's assets
would, after that payment, be less than the aggregate of

(i) its liabilities, and

(ii) the amount that would be required to pay the
holders of shares that have a right to be paid,
on a redemption or in a liquidation, rateably
with or before the holders of the shares to be
purchased or redeemed.

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 3 3

42. Subject to section 46, a corporation may accept shares.
from any shareholder a share of the corporation surrendered
to it as a gift, but may not extinguish or reduce a liability
in respect of any amount unpaid on any such share except
in accordance with section 44.

43. A corporation holding shares in itself or in its voting thereon.
holding body corporate shall not vote or permit those shares
to be voted unless the corporation

( a ) holds the shares in the capacity of a legal
representative, and

( b ) has complied with section 126.

44. (1) Subject to subsection ( 3 ) , a corporation may $;:H;P~~A
by special resolution reduce its stated capital by

( a ) extinguishing or reducing a liability in respect
of an amount unpaid on any share,

( 6 ) returning any amount in respect of considera-
tion that the corporation received for an issued share,
whether or not the corporation purchases, redeems or
otherwise acquires any shares or fraction thereof that
it issued, and

(c) declaring its stated capital to be reduced by an
amount that is not represented by realisable assets.

( 2 ) A special resolution under this section must specify
the stated capital accounts from which the reduction of stated
capital effected by the special resolution will be deducted.

( 3 ) A corporation shall not reduce its stated capital
under paragraph ( a ) or ( b ) of subsection ( 1 ) if there are
reasonable grounds for believing that

( a ) the corporation is unable or would, after that
reduction, be unable to pay its liabilities as they become
due, or

( 6 ) the realisable value of the corporation's assets
would thereby be less than the aggregate of its liabilities.

(4) A corporation that reduces its stated capital under
this section must, not later than thirty days after the date

LAWS OF ANTIGUA AND BARBUDA

34 CAP. 222) I n t n o n a Business corporation^

of the passing of the resolution, serve notice of the resolu-
tion on all persons who on the date of the passing of the
resolution were creditors of the corporation.

( 5 ) A creditor may apply to the court for an order com-
pelling a shareholder or other recipient

(a) to pay to the corporation an amount equal to
any liability of the shareholder that was extinguished
or reduced contrary to this section, or

(6) to pay or deliver to the corporation any money
or property that was paid or distributed to the
shareholder or other recipient as a consequence of a
reduction of capital made contrary to this section.

(6) An action to enforce a liability imposed by this sec-
tion may not be commenced after two years from the date
of the act complained of.

(7) This section does not affect any liability that arises
under section 83 or 84.

Stated capital
adjustment. 45. ( 1 ) Upon a purchase, redemption or other

acquisition by a corporation under section 39, 40, 41, 59 or
191 or Cf)of subsection (3) of section 204, of shares
or fractions thereof issued by it, the corporation must deduct,
from the stated capital account maintained for the class or
series of shares purchased, redeemed or otherwise acquired,
an amount equal to the result obtained by multiplying the
stated capital of the shares of that class or series by the number
of shares of that class or series or fractions thereof purchas-
ed, redeemed or otherwise acquired, divided by the number
of issued shares of that class or series immediately before
the purchase, redemption or other acquisition.

(2 ) A corporation must deduct the amount of a pay-
ment made by the corporation to a shareholder under
paragraph (g) of subsection (3 ) of section 204 from the stated
capital account maintained for the class or series of shares
in respect of which the payment was made.

(3 ) A corporation must adjust its stated capital accounts
in accordance with any special resolution referred to in
subsection (2) of section 44.

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 35

( 4 ) Upon a conversion of issued shares of a class into
shares of another class or upon a change under sec-
tion 161, 174 or 204 of issued shares of a corporation into
shares of another class or series, the corporation must

( a ) deduct, from the stated capital account main-
tained for the class or series of shares changed or con-
verted, an amount equal to the result obtained by
multiplying the stated capital of the shares of that class
or series by the number of shares of that class or series
changed or converted, divided by the number of issued
shares of that class or series immediately before the
change or conversion; and

(b) add the result obtained under paragraph ( a ) ,
and any additional consideration received by the cor-
poration pursuant to the change, to the stated capital
account maintained or to be maintained for the class
or series of shares into which the shares have been
changed or converted.

(5) For the purposes of subsection ( 4 ) , when a corpora-
tion issues two classes of shares and there is attached to each
of the classes a right to convert a share of the one class into
a share of the other class, then, if a share of one class is
converted into a share of the other class, the amount of stated
capital attributable to a share in either class is the aggregate
of the stated capital of both classes divided by the number
of issued shares of both classes immediately before the
conversion.

46. Shares or fractions of shares issued by a corpora- :;=fation of
tion and purchased, redeemed or otherwise acquired by the
corporation must be cancelled or, if the articles of the cor-
poration limit the number of authorised shares, the shares
or fractions may be restored to the status of authorised but
unissued shares.

47. For the purposes of sections 45 and 46, a cor- Presumption re own shares.
poration holding shares in itself as permitted by section 38
is deemed not to have purchased, redeemed or otherwise
acquired those shares.

LAWS OF ANTIGUA AND BARBUDA

3 6 CAP. 222) International Business Corporations

Changing share
class. 48. (1) Shares issued by a corporation and converted

or changed under section 161, 174 or 204 into shares of
another class or series become issued shares of the class or
series of shares into which the shares have been converted
or changed.

(2) Where its articles limit the number of authorised
shares of a class or series of shares of a corporation and issued
shares of that class or series have become, pursuant to subsec-
tion (I), issued shares of another class or series, the number
of unissued shares of the first-mentioned class or series must,
unless the articles of amendment or reorganisation other-
wise provide, be increased by the number of shares that,
pursuant to subsection (I), became shares of another class
or series.

Debt obligations. 49. (1) Debt obligations issued, pledged or deposited
by a corporation are not redeemed by reason only that the
indebtedness evidenced by the debt obligations or in respect
of which the debt obligations are issued, pledged or deposited
is repaid.

(2) Debt obligations issued by a corporation and pur-
chased, redeemed or otherwise acquired by it may be
cancelled or, subject to any applicable trust indenture or other
agreement applicable to the obligations may be re-issued,
pledged or deposited to secure any obligation of the corpora-
tion then existing or thereafter incurred; and any such ac-
quisition and re-issue, pledge or deposit is not a cancella-
tion of the debt obligations.

Share purchase
contract. 50. (1) A contract with a corporation providing for

the purchase of shares of the corporation is specifically
enforceable against the corporation except to the extent that
the corporation cannot perform the contract without thereby
being in breach of section 41 or 42.

(2) In any action brought on a contract referred to in
subsection (I), the corporation has the burden of proving
that performance of the contract is prevented by section 41
or 42.

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 3 7

( 3 ) Until the corporation has fully performed a contract
referred to in subsection ( I ) , the other party retains the status
of a claimant who is entitled

*
( a ) to be paid as soon as the corporation is lawfully

able to do so, or

( b ) to be ranked in a liquidation subordinate to the
rights of creditors but in priority to the shareholders.

(4) The directors of a corporation acting honestly and
in good faith with a view to the best interests of the corpora-
tion may authorise the corporation to pay a commission to
any person in consideration of his purchasing or agreeing
to purchase shares of the corporation from the corporation.

5 1. A corporation shall not declare or pay a dividend f;;,"E,bz.d
if there are reasonable grounds for believing that

( a ) the corporation is unable or would, after the
payment, be unable to pay its liabilities as they become
due, or

( b ) the realisable value of the corporation's assets
would thereby be less than the aggregate of its liabilities
and stated capital of all classes.

52. (1) A corporation may pay a dividend by issu- Payment of
dividend.

ing fully paid shares of the corporation and, subject to subsec-
tion ( 2 ) and section 5 1 , a corporation may pay a dividend
in money or property.

( 2 ) A corporation shall not pay a dividend out of
unrealised profits.

(3) If shares of a corporation are issued in payment of
a dividend, the value of the dividend stated as an amount
in money must be added to the stated capital account main-
tained or to be maintained for the shares of the class or series
issued in payment of the dividend.

53. When circumstances prejudicial to the corpora- : ~ ~ ~ ~ r ~ s ~ ; by
tion exist, the corporation or any corporation with which
it is affiliated shall not, except as permitted by section 56,
directly or indirectly, give financial assistance by means of
a loan, guarantee or otherwise,

LAWS OF ANTIGUA AND BARBUDA

3 8 CAP. 222) International Business Corporations

( a ) to a shareholder, director, officer or employee
of the corporation or affiliated corporation, or

( b ) to any person for the purpose of or in connec-
tion with a purchase of a share issued or to be issued
by the corporation or a corporation with which it is
affiliated.

Permitted gifts. 54. If a corporation is authorised to do so by its
articles, then, if no circumstances prejudicial to the corpora-
tion exist, the corporation may, otherwise than out of its
stated capital, make gifts of money to any person, whether
or not he is a shareholder of the corporation.

Prejudicial
circumstances.

55. Circumstances prejudicial to the corporation exist
in respect of financial assistance mentioned in section 53 or
in respect of a gift of money mentioned in section 54 when
there are reasonable grounds for believing that

( a ) the corporation is unable or would, after giv-
ing the financial assistance or gift of money, be unable
to pay its liabilities as they become due, or

(b ) the realisable value of the corporation's assets
excluding the amount of any financial assistance in the
form of loans and in the form of assets pledged or en-
cumbered to secure a guarantee would, after giving the
financial assistance or gift of money, be less than the
aggregate of the corporation's liabilities and stated capital
of all classes.

Permitted loans. 56. Notwithstanding section 53, a corporation may
give financial assistance, by means of a loan, guarantee or
otherwise,

(a ) to any person in the ordinary course of business,
if the lending of money is part of the ordinary business
of the corporation;

( b ) to any person on account of expenditures
incurred or to be incurred on behalf of the corporation;

(c) to a holding body corporate if the corporation
is a wholly-owned subsidiary of the holding body
corporate;

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 3 9

(6) to a subsidiary body corporate of the corpora-
tion; and

(e) to employees of the corporation or any of its
affiliates

(i) to enable or assist them to purchase or erect
living accommodation for their own
occupation,

(ii) in accordance with a plan for the purchase of
shares of the corporation or any of its affiliates
to be held by a trustee, or

(iii) to enable or assist them to improve their educa-
tion or skills, or to meet reasonable medical
expenses.

57. A contract made by a corporation contrary to set- Enforcement of
illicit loans. tion 53 may be enforced by the corporation or by a lender

for value in good faith without notice of the contravention.

58. The shareholders of a corporation are not, as Immunity of
shareholders, liable for any liability, act or default of the shareholders.

corporation except under subsection (5) of section 44, subsec-
tion (2) of section 124 or subsection (5) of section 312.

59. (1) Subject to this Act, the articles of a corpora- Lien shares.
tion may provide that the corporation has a lien on a share
registered in the name of a shareholder or his legal represen-
tative for a debt of that shareholder to the corporation
including an amount unpaid in respect of a share issued by
a corporation on the date it was continued under this Act.

(2) A corporation may enforce a lien referred to in
subsection (1) in accordance with its by-laws.

DIVISION D: MANAGEMENT O F CORPORATIONS

DIRECTORS AND OFFICERS

60. Subject to any unanimous shareholder agreement, Duty to manage
corporation.

the directors of a corporation must

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40 CAP. 222) International Business Corporations

( a ) exercise the powers of the corporation directly
or indirectly through the employees and agents of the
corporation, and

( b ) direct the management of the business and
affairs of the corporation.

Number of
directors and

61. A corporation must have at least one director,
residence. but a director need not be a natural person. In the case of

banking, trust or insurance corporations at least one direc-
tor must be a citizen and resident of Antigua and Barbuda
of a corporation licensed under this Act to carry on an
International Trust Business.

Restricted
powers.

62. If the powers of the directors of a corporation to
manage the business and affairs of the corporation are in
whole or in part restricted by the articles of the corporation,
the directors have all the rights, powers and duties of the
directors to the extent that the articles do not restrict those
powers; but the directors are thereby relieved of their duties
and liabilities to the extent that the articles restrict their
powers.

By-law powers. 63. (1) Unless the articles, by-laws or an unanimous
shareholder agreement otherwise provide, the directors of
a corporation may by resolution make, amend, or repeal
any by-laws for the regulation of the business or affairs of
the corporation.

(2) The directors of a corporation must submit a by-
law, or any amendment or repeal of a by-law, made under
subsection (1) to the shareholders of the corporation at the
next meeting of shareholders after the making, amendment
or repeal of the by-law; and the shareholders may, by
ordinary resolution, confirm, amend or reject the by-law,
amendment or repeal.

(3) A by-law, or any amendment or repeal of a by-law,
is effective from the date of the resolution of the directors
making, amending or repealing the by-law until

(a ) the by-law, amendment or repeal is confirmed,
amended or rejected by the shareholders pursuant to
subsection (2), or

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International Business Cor@orations (CAP. 222 4 1

( b ) the by-law, amendment or repeal ceases to be
effective pursuant to subsection ( 4 ) ;

and, if the by-law, amendment or repeal is confirmed or
amended by the shareholders, it continues in effect in the
form in which it was confirmed or amended.

( 4 ) When a by-law, or an amendment or repeal of a
by-law is not submitted to the shareholders as required by
subsection (2) or is rejected by the shareholders, the by-law,
amendment or repeal ceases to be effective; and no subse-
quent resolution of the directors to make, amend or repeal
a by-law having substantially the same purpose or effect is
effective until the resolution is confirmed, with or without
amendment, by the shareholders.

(5) A shareholder who is entitled to vote at an annual
meeting of shareholders may make a proposal to make,
amend or repeal a by-law.

64. ( 1 ) At the time of sending articles of incorpora- Organisational
meeting.

tion of a corporation to the Director, the incorporators must
send him, in the prescribed form, a notice of the names of
the directors of the corporation and the name and address
of the corporation's resident agent for service of process who
must be a resident of Antigua and Barbuda; and the Direc-
tor must file the notice.

(2) Each director named in the notice referred to in
subsection ( 1 ) holds office as a director of the corporation
from the issue of the certificate of incorporation of the cor-
poration until the first meeting of the shareholders of the
corporation.

(3) After the issue of the certificate of incorporation of
a corporation, a meeting of the directors of the corporation
must be held at which the directors may

( a ) make by-laws;

( b ) adopt forms of share certificates and corporate
records;

( c ) authorise the issue of shares;

(6) appoint officers;

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42 CAP. 222) International Business Corporations

(e) appoint an auditor, if required, to hold office
until the first annual meeting of shareholders;

Cf) make banking arrangements; and

@) transact any other business.

(4) An incorporator or a director may call the meeting
of directors referred to in subsection (3) by giving by post
not less than five days notice of the meeting to each director
and stating in the notice the time and place of the meeting.

(5) Subsection (3) does not apply to a corporation to
which a certificate of amalgamation has been issued under
section 173.

Disqualified
directors.

65. (1) When, on the application of the Director, it
is made to appear to the court that a person is unfit to be
concerned in the management of a corporation, the court
may order that, without the prior leave of the court, he may
not be a director of the corporation or, in any way, directly
or indirectly, be concerned with the management of the cor-
poration for such period

(a) beginning

(i) with the date of the order, or

(ii) if the person is undergoing, or is to undergo,
a term of imprisonment and the court so
directs, with the date on which he completes
that term of imprisonment or is otherwise
released from prison,

and

(6) not exceeding five years,
as may be specified in the order.

(2) In determining whether or not to make an order
under subsection (I) , the court must have regards to all the
circumstances that it considers relevant including any
previous convictions of the person in Antigua and Barbuda
or elsewhere for an offence involving fraud or dishonesty
or in connection with the promotion, formation or manage-
ment of any body corporate.

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International Business Corporations (CAP. 222 43

(3) Before making an application under this section in
relation to any person, the Director must give that person
not less than ten days notice of the Director's intention to
make the application.

(4) O n the hearing of an application made by the Direc-
tor under this section or an application for leave under this
section to be concerned with the management of a corpora-
tion, the Director and any person concerned with the
application may appear and call attention to any matters
that are relevant, and may give evidence, call witnesses and
be represented by counsel.

(5) When a person is disqualified under this section from
being a director of a corporation, he may not, during that
period of disqualification, be a director of any corporation.

66. Unless the articles of a corporation otherwise NO qualification
required.

provide, a director of the corporation need not hold shares
issued by the corporation.

67. (1) The shareholders of a corporation must, at Election of
directors.

the first meeting of the corporation and at each following
annual meeting at which an election of directors is required,
elect directors to hold office for a term expiring not later
than the close of the third annual meeting of the shareholders
of the corporation following the election.

(2) It is not necessary that all the directors of a cor-
poration elected at a meeting of shareholders hold office for
the same term.

(3) A director who is not elected for an expressly stated
term ceases to hold office at the close of the first annual
meeting of shareholders following his election.

(4) Notwithstanding subsection (2) of section 65 or
subsections (1) and (3) of this section, if directors are not
elected at a meeting of shareholders, the incumbent direc-
tors continue in office until their successors are elected.

(5) If a meeting of shareholders fails, by reason of the
disqualification, incapacity or death of any candidates, to
elect the number or the minimum number of directors

LAWS OF ANTIGUA AND BARBUDA

44 CAP. 222) International Business Corporations

required by the articles of the corporation, the directors
elected at that meeting may exercise all the powers of the
directors as if the number of directors so elected constituted
a quorum.

( 6 ) The articles of a corporation or an unanimous
shareholder agreement may, for terms expiring not later than
the close of the third annual meeting of the shareholders
following the election, provide for the election or appoint-
ment of directors by the creditors or officers of the corpora-
tion or by any classes of those creditors or officers.

( 7 ) The corporation must send in the prescribed form
to the Director a notice of the names of the directors after
each election or appointment of directors of the corporation.

Termination of
office.

68. A director of a corporation ceases to hold office
when

( a ) he dies, resigns or is dissolved,

( 6 ) he is removed in accordance with section 7 0 ; or

(c) he becomes disqualified under section 65 or 66 .

Resignation of
director. 69. The resignation of a director of a corporation

becomes effective at the time his written resignation is sent
to the corporation or at the time specified in the resigna-
tion, whichever is later.

Removal of
director. 70. (1) The shareholders of a corporation may, by

ordinary resolution at a special meeting, remove any direc-
tors from office.

(2) Where the holders of any class or series of shares
of a corporation have an exclusive right to elect one or more
directors, a director so elected may only be removed by an
ordinary resolution at a meeting of the shareholders of that
class or series of shares.

(3) A vacancy created by the removal of a director may
be filled at the meeting of the shareholders at which the direc-
tor is removed or, if the vacancy is not so filled, it may be
filled pursuant to section 7 2 .

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International Business Corporations (CAP. 222 45

71. (1) A director of a corporation is entitled to Right to notice.
receive notice of, and to attend and be heard at, every
meeting of shareholders.

(2) A director

(a) who resigns,

(6) who receives a notice or otherwise learns of a
meeting of shareholders called for the purpose of remov-
ing him from office, or

(c) who receives a notice or otherwise learns of a
meeting of directors or shareholders at which another
person is to be appointed or elected to fill the office of
director, whether because of his resignation or removal
or because his term of office has expired or is about
to expire,

may submit to the corporation a written statement giving
the reasons for his resignation or the reasons why he opposes
any proposed action or resolution.

(3) The corporation shall forthwith send a copy of the
statement referred to in subsection (2) to the Director and
to every shareholder entitled to receive notice of any meeting
referred to in subsection (1).

(4) No corporation or person acting on its behalf incurs
any liability by reason only of circulating a director's state-
ment in compliance with subsection (3).

72. (1) Subject to subsections (3) and (4), a quorum Filling
of directors of a corporation may fill a vacancy among the
directors of the corporation, except a vacancy resulting from
an increase in the number or minimum number of directors
or from a failure to elect the number or minimum number
of directors required by the articles of the corporation.

(2) If there is no quorum of directors, or if there has
been a failure to elect the number or minimum number of
directors required by the articles, the directors then in office
must forthwith call a special meeting of shareholders to fill
the vacancy; and, if they fail to call a meeting or if there
are no directors then in office, the meeting may be called
by any shareholder.

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46 CAP. 222) International Business Corporations

Numbers
changed.

Notice of change.

(3) Where the holders of any class or series of shares
of a corporation have an exclusive right to elect one or more
directors and a vacancy occurs among those directors,

(a) then, subject to subsection (4), the remaining
directors elected by that class or series may fill the
vacancy except a vacancy resulting from an increase in
the number or minimum number of directors for that
class or series or from a failure to elect the number or
minimum number of directors for that class or series, or

( b ) if there are no such remaining directors. any
\ , - , ,

holder of shares of that class or series may call a meeting
of the holders thereof for the purpose of filling the
vacancy

(4) The articles of a corporation may provide that a
vacancy among the directors be filled only

(a) by a vote of the shareholders, or

( b ) by a vote of the holders of any class or series
of shares having an exclusive right to elect one or more
directors, if the vacancy occurs among the directors
elected by that class or series.

(5) A director appointed or elected to fill a vacancy holds
office for the unexpired term of his predecessor.

73. The shareholders of a corporation may amend
the articles of the corporation to increase or to decrease the
number of directors, or the minimum or maximum number
of directors; but no decrease shortens the term of an incum-
bent director.

74. ( 1 ) Within fifteen days after a change is made
among its directors, a corporation must send to the Director
a notice in the prescribed form setting out the change; and
the Director must file the notice.

(2) Any interested person, or the Director, may apply
to the court for an order to require a corporation to comply
with subsection ( 1 ) ; and the court may so order and make
any further order it thinks fit.

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International Business Corporations (CAP. 222 47

75. ( 1 ) The directors of a corporation shall hold the F;;;:
annual meeting of directors within Antigua and Barbuda and
unless otherwise provided in the articles or by-laws, any other
meeting of directors may be held at any place upon such
notice as the by-laws require.

(2) Subject to the articles or by-laws, a majority of the
number of directors or minimum number of directors
required by the articles constitutes a quorum at any meeting
of directors; and, notwithstanding any vacancy among the
directors, a quorum of directors may exercise all the powers
of the directors.

76. (1) A notice of a meeting of the directors of a :?&.and
corporation must specify any matter referred to in subsec-
tion (2) of section 80 that is to be dealt with at the meeting;
but, unless the by-laws of the corporation otherwise provide,
the notice need not specify the purpose of or the business
to be transacted at the meeting.

(2) A director may, in any manner, waive a notice of
a meeting of directors; and attendance of a director at a
meeting of directors is a waiver of notice of the meeting by
the director except when he attends the meeting for the ex-
press purpose of objecting to the transaction of any business
on the grounds that the meeting is not lawfully called.

77. Notice of an adjourned meeting of directors need ::$;;;;*
not be given if the time and place of the adjourned meeting
is announced at the original meeting.

78. Where a corporation has only one director; that :,";=?
director may constitute a meeting.

79. (1) Subject to the by-laws of a corporation, a ;;:;;:;;;on.
director may, if all the directors of the corporation consent,
participate in a meeting of directors of the corporation or
of a committee of the directors by means of such telephone
or other communication facilities as permit all persons par-
ticipating in the meeting to hear each other. Such a meeting
will be deemed to have been held within Antigua and
Barbuda so long as at least one director is present in Antigua
and Barbuda during the meeting.

LAWS OF ANTIGUA AND BARBUDA

CAP. 222) International Business Corporations

( 2 ) A director who participates in a meeting of direc-
tors by any means described in subsection ( 1 ) is, for the pur-
poses of this Act, present at the meeting.

Delegation of
powers.

80. (1) Directors of a corporation may appoint from
their number a managing director or a committee of direc-
tors and delegate to the managing director or committee any
of the powers of the directors.

( 2 ) Notwithstanding subsection (I), no managing direc-
tor and no committee of directors of a corporation may

(a ) submit to the shareholders any question or mat-
ter requiring the approval of the shareholders;

(b) fill a vacancy among the directors or in the office
of auditor;

( 6 ) issue shares except in the manner and on the
terms authorised by the directors;

(6) declare dividends;
(e) purchase, redeem or otherwise acquire shares

issued by the corporation;

(n approve any financial statements referred to in
section 142; or

Cp.) adopt, amend or repeal by-laws.

Validity of acts. 81. An act of a director or officer is valid notwith-
standing any irregularity in his election or appointment or
any defect in his qualification.

Meeting by
resolution.

82. (1) When a resolution in writing is signed by all
the directors entitled to vote on that resolution at a meeting
of directors or committee of directors,

(a ) the resolution is as valid as if it had been passed
at a meeting of directors or a committee of directors; and

( b ) the .resolution satisfies all the requirements of
this Act relating to meetings of directors or committees
of directors.

LAWS OF ANTIGUA AND BARBUDA

International Business Cor-orations (CAP. 222 49

( 2 ) A copy of every resolution referred to in subsec-
tion ( 1 ) must be kept with the minutes of the proceedings
of the directors or committee or directors.

LIABILITIES OF DIRECTORS

83. Directors of a corporation who vote for or con- Liability for
sent to a resolution authorising the issue of a share under Share
section 30 for a consideration other than money are jointly
and severally liable to the corporation to make good any
amount by which the consideration received is less than the
fair equivalent of the money that the corporation would have
received if the share had been issued for money on the date
of the resolution.

84. Directors of a corporation who vote for or con- ktit,bI';:;sf"'
sent to a resolution authorising

(a) a purchase, redemption or other acquisition of
shares contrary to section 39, 40 , or 41;

(6 ) a payment of a dividend contrary to section 51
or 52;

(c) financial assistance contrary to section 53;

(d) a payment of an indemnity contrary to any of
the provisions of sections 99 to 101; or

(e) a payment to a shareholder contrary to any of
the provisions of sections 191 to 200 or 204;

are jointly and severally liable to restore to the corporation
any amounts so distributed or paid and not otherwise
recovered by the corporation.

85. A director who has satisfied a judgment founded Contribution for
judgment.

on a liability under section 83 or 84 is entitled to contribu-
tion from the other directors who voted for or consented to
the unlawful act upon which the judgment was founded.

86. (1 ) A director who is liable under section 84 may Recovery by
action.

apply to the court for an order compelling a shareholder or
other recipient to pay or deliver to the director any money
or property that was paid or distributed to the shareholder
or other recipient contrary to section 39 , 40, 41 , 51 , 52 , 53,
54 or 56.

LAWS OF ANTIGUA AND BARBUDA

50 CAP. 222) International Business Corporations

Defence to
liability.

Time limit on
liability.

Interests in
contracts.

(2) In connection with an application under subsec-
tion (I), the court may, if it is satisfied that it is equitable
to do so,

(a) order a shareholder or other recipient to pay
or deliver to a director any money or property that was
paid or distributed to the shareholder or other recipient
contrary to any of the provisions of sec-
tions 39, 40, 41, 51, 52, 53, 54, 56, 99 to 101, 191 to
200 or 204,

(b) order a corporation to return or issue shares
to a person from whom the corporation has purchased,
redeemed or otherwise acquired shares, or

(c) make any further order it thinks fit.

87. A director of a corporation is not liable under
section 83 if he did not know and could not reasonably have
known that the share was issued for a consideration less than
the fair equivalent of the money that the corporation would
have received if the share had been issued for money.

88. An action to enforce a liability imposed under
section 83 or 84 may not be commenced after two years from
the date of the resolution authorising the action complained
of.

CONTRACTUAL INTERESTS

89. (1) A director or officer of a corporation
(a) who is a party to a material contract or pro-

posed material contract with the corporation, or

(b) who is a director or an officer of any body, or
has a material interest in any body, that is a party to
a material contract or proposed material contract with
the corporation,

must disclose in writing to the corporation or request to have
entered in the minutes of meetings of directors the nature
and extent of his interest.

(2) The disclosure required by subsection (1) must be
made, in the case of a director of a corporation,

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International Business Corporations (CAP. 222 5 1

( a ) at the meeting at which a proposed contract
is first considered;

( 6 ) if the director was not then interested in a pro-
posed contract, at the first meeting after he becomes
so interested;

(c) if the director becomes interested after a con-
tract is made, at the first meeting after he becomes so
interested; or

(6) if a person who is interested in a contract later
becomes a director of the corporation, at the first meeting
after he becomes a director.

(3) The disclosure required by subsection (1) must be
made, in the case of an officer of a corporation who is not
a director,

( a ) forthwith after he becomes aware that the con-
tract or proposed contract is to be considered or has
been considered at a meeting of directors of the
corporation;

(b ) if the officer becomes interested after a contract
is made, forthwith after he becomes so interested; or

(c) if a person who is interested in a contract later
becomes an officer of the corporation, forthwith after
he becomes an officer.

(4) If a material contract or a proposed material con-
tract is one that, in the ordinary course of the corporation's
business, would not require approval by the directors or
shareholders of the corporation, a director or officer of the
corporation must disclose in writing to the corporation or
request to have entered in the minutes of meetings of direc-
tors the nature and extent of his interest forthwith after the
director or officer becomes aware of the contract or proposed
contract.

(5) A director of a corporation who is referred to in
subsection (1) may vote on any resolution to approve a con-
tract that he has an interest in, if the contract

(a ) is an arrangement by way of security for money
loaned to or obligations undertaken by him for the

LAWS OF ANTIGUA AND BARBUDA

52 CAP. 222) International Business Corporations

benefit of the corporation or an affiliate of the
corporation;

( 6 ) is a contract that relates primarily to his
remuneration as a director, officer, employee or agent
of the corporation or affiliate of the corporation;

( c ) is a contract for indemnity or insurance under
section 99 to 101;

(6) is a contract with an affiliate of the corpora-
tion; or

(e) is a contract other than one referred to in
paragraphs (a) to (d);

but, in the case of a contract described in paragraph (e), no
resolution is valid unless it is approved by not less than two-
thirds of the votes of the shareholders of the corporation to
whom notice of the nature and extent of the director's interest
in the contract is declared and disclosed in reasonable detail.

Interest
declaration. 90. For the purposes of section 89, a general notice

to the directors of a corporation by a director or an officer
of the corporation declaring that he is a director or officer
of or has a material interest in another body and is to be
regarded as interested in any contract with that body is a
sufficient declaration of interest in relation to any such
contract.

Avoidance of
nullity. 91. A material contract between a corporation and

one or more of its directors or officers, or between the cor-
poration and another body of which a director or officer of
the corporation is a director or officer or in which he has
a material interest, is neither void nor voidable

(a) by reason only of that relationship, or

( 6 ) by reason only that a director with an interest
in the contract is present at or is counted to determine
the presence of a quorum at a meeting of directors or
a committee of directors that authorised the contract,

if the director or officer disclosed his interest in accordance
with subsection (2), (3) or (4) of section 89 or section 90,
as the case may be, and the contract was approved by the
directors or the shareholders and was reasonable and fair
to the corporation at the time it was approved.

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International Business Corporations (CAP. 222 53

92. When a director or officer of a corporation fails Setting aside
contract. to disclose, in accordance with section 89 or 90, his interest

in a material contract made by the corporation, the court
may, upon the application of the corporation or a shareholder
of the corporation, set aside the contract on such terms as
the court thinks fit.

OFFICERS OF THE CORPORATION

93. Subject to the articles or by-laws of a corpora- gftz;;:,3" of
tion or any unanimous shareholder agreement,

( a ) the directors of the corporation may designate
the offices of the corporation, appoint natural persons
of full capacity as officers, specify their duties and
delegate to them powers to manage the business and
affairs of the corporation, except powers to do anything
referred to in subsection (2) of section 80;

( b ) a director may be appointed to any office of
the corporation; and

(c) two or more offices of the corporation may be
held by the same person.

BORROWING POWERS OF DIRECTORS

94. (1) Unless the articles or by-laws, or any BO'TOwing powers.
unanimous shareholder agreement relating to the corpora-
tion otherwise provide, the articles of a corporation are
presumed to provide that the directors of the corporation
may, without authorisation of the shareholders,

( a ) borrow money upon the credit of the
corporation;

( b ) issue, re-issue, sell or pledge debentures of the
corporation;

(c) subject to section 53 , give a guarantee on behalf
of the corporation to secure performance of an obliga-
tion of any person; and

(4 mortgage, charge, pledge, or otherwise create
to secure any obligation of the corporation a security
interest in all or any property of the corporation that
is owned or subsequently acquired by the corporation.

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5 4 CAP. 222) International Business Corporations

Duty of care.

( 2 ) Notwithstanding subsection ( 2 ) of section 80 and
paragraph ( a ) of section 9 3 , unless the articles or by-laws
of, or any unanimous shareholder agreement relating to, a
corporation otherwise provide, the directors of the corpora-
tion may by resolution delegate the powers mentioned in
subsection ( 1 ) to a director, a committee of directors or an
officer of the corporation.

( 3 ) For the purposes of this Act "security interest"
means any interest in or charge upon any property of a cor-
poration, by way of mortgage, bond, lien, pledge or other
means, that is created or taken to secure the payment of
an obligation of the corporation.

DUTY O F DIRECTORS AND OFFICERS

95. (1) Every director and officer of a corporation
in exercising his powers and discharging his duties must

( a ) act honestly and in good faith with a view to
the best interests of the corporation; and

( b ) exercise the care, diligence and skill that a
reasonably prudent person would exercise in comparable
circumstances.

( 2 ) Every director and officer of a corporation must
comply with this Act and the regulations and with the articles
and by-laws of the corporation and any unanimous
shareholder agreement relating to the corporation.

( 3 ) Subject to subsection (3) of section 124, no provi-
sion in a contract, the articles of a corporation, its by-laws
or any resolution, relieves a director or officer of the cor-
poration from the duty to act in accordance with this Act
or the regulations, or relieves him from liability for a breach
of this Act or the regulations.

Dissenting to
resolutions.

96. ( 1 ) A director of a corporation who is present
at a meeting of the directors or of a committee of directors
of the corporation consents to any resolution passed or action
taken at that meeting, unless

(a ) he requests that his dissent be or his dissent
is entered in the minutes of the meeting,

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222

(6) he sends his written dissent to the secretary of
the meeting before the meeting is adjourned, or

(c) he sends his dissent by registered post or delivers
it to the registered office of the corporation immediately
after the meeting is adjourned.

(2) A director who votes for or consents to a resolution
may not dissent under subsection (1).

(3) A director who was not present at a meeting at which
a resolution was passed or action taken is presumed to have
consented thereto unless, within seven days after he becomes
aware of the resolution, he

(a) causes his dissent to be placed with the minutes
of the meeting, or

(b) sends his dissent by registered post or delivers
it to the registered office of the corporation.

(4) A director is not liable under section 83, 84 or 95
if he relies in good faith upon

(a) financial statements of the corporation
represented to him by an officer of the corporation, or

(b) a report of a solicitor, accountant, engineer,
appraiser or other person whose profession lends
credibility to a statement made by him.

INDEMNITIES

97. (1) Except in respect of an action by or on behalf Indemnifying director, etc.
of a corporation or body corporate to obtain a judgment in
its favoir, a corporation may indemnify

(a) a director or officer of the corporation,

(b) a former director or officer of the corporation,

(c) a person who acts or acted at the corporation's
request as a director or officer of a body corporate of
which the corporation is or was a shareholder or creditor,
and

(d) the legal representative of any of the persons
referred to in paragraphs (a) to (c),

LAWS OF ANTIGUA AND BARBUDA

5 6 CAP. 222) International Business Corporations

against all costs, charges and expenses (including an amount
paid to settle an action or satisfy a judgment) reasonably
incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is made a
party by reason of being or having been a director or officer
of that corporation or body corporate.

(2) Subsection (1) does not apply unless the director or
officer to be so indemnified

(a) acted honestly and in good faith with a view
to the best interests of the corporation, and

(b) in the case of a criminal or administrative action
or proceeding that is enforced by a monetary penalty,
had reasonable grounds for believing that his conduct
was lawful.

For derivative
actions.

98. A corporation may with the approval of the court
indemnify a person referred to in section 97 in respect of
an action

(a) by or on behalf of the corporation or body cor-
porate to obtain a judgment in its favour, and

(b) to which he is made a party by reason of being
or having been a director or an officer of the corpora-
tion or body corporate,

against all costs, charges and expenses reasonably incurred
by him in connection with the action, if he fulfils the condi-
tions set out in subsection (2) of section 97.

Right to
indemnity.

99. Notwithstanding anything in section 97 or 98, a
person described in section 97 is entitled to indemnity from
the corporation in respect of all costs, charges and expenses
reasonably incurred by him in connection with the defence
of any civil, criminal or administrative action or proceeding
to which he is made a party by reason of being or having
been a director or officer of the corporation or body cor-
porate, if the person seeking indemnity

(a) was substantially successful on the merits in his
defence of the action or proceeding,

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 57

( b ) qualified in accordance with the standards set
out in section 97 or 98, and

( c ) is fairly and reasonably entitled to indemnity.

100. A corporation may purchase and maintain Insurance of
directors, etc. insurance for the benefit of any person referred to in sec-

tion 95 against any liability incurred by him under
paragraph ( b ) of subsection ( 1 ) of section 95 in his capacity
as a director or officer of the corporation.

1 . (1) A corporation or person referred to in sec- Court approval
of indemnity.

tion 100 may apply to the court for an order approving an
indemnity under section 98; and the court may so order and
make any further order it thinks fit.

(2) An applicant under subsection (1) must give the
Director notice of the application; and the Director may
appear and be heard in person or by counsel.

(3) Upon an application under subsection ( I ) , the court
may order notice to be given to any interested person; and
that person may appear and be heard in person or by counsel.

DIVISION E: T H E SHAREHOLDERS

MEETINGS

102. The annual meeting of shareholders referred to Place of
meetings.

in section 104 must be held at the place within Antigua and
Barbuda provided in the by-laws or, in the absence of any
such provision, at the place within Antigua and Barbuda
that the directors determine.

103. Any person may serve as a proxy holder for a E:;.ce at
shareholder at a meeting; provided that if no shareholder
is present in person, the resident agent of the corporation
must be in attendance as proxy holder for actions taken at
the meeting to be valid.

104. The directors of a corporation Calling meetings.
( a ) must call an annual meeting of shareholders

not later than eighteen months after the corporation
comes into existence and subsequently not later than

LAWS OF ANTIGUA AND BARBUDA

58 CAP. 222) International Business Corporations

fifteen months after holding the last preceding annual
meeting; and

(6) may at any time call a special meeting of
shareholders.

Record date of
shareholders.

Statutory date.

105. (1) For the purpose of
(a) determining the shareholders of the corpora-

tion who are

(i) entitled to receive payment of a dividend, or

(ii) entitled to participate in a liquidation
distribution,

(6) determining the shareholders of the corpora-
tion for any other purpose except the right to receive
nOtlCe of or to vote at a meeting,

the directors may fix in advance a date as the record date
for the determination of shareholders; but that record date
must not precede by more than fifty days the particular action
to be taken.

(2). For the Purpose of determining shareholders who
are entltled to receive notice of a meeting of shareholders
of the corporation, the directors of the corporation may fix
in advance a date as the record date for the determination
of shareholders; but the record date must not precede by
more than fifty days or by less than twenty-one days the
date on which the meeting is to be held.

106. If no record date is fixed,
(a) the record date for determining the shareholders

who are entitled to receive a notice of a meeting of the
shareholders is

(i) the close of business on the date immediately
preceding the day on which the notice is given,
or

(ii) if no notice is given, the day on which the
meeting is held; and

LAWS OF ANTIGUA AND BARBUDA

Internatzonal Business Corporations (CAP. 222 59

( 6 ) the record date for the determination of
shareholders for any purpose other than the purpose
specified in paragraph ( a ) is the close of business on the
day on which the directors pass the resolution relating
to that purpose.

107. If a record date is fixed under section 105, notice 7,":;: record
thereof must, not less than seven days before the date so
fixed, be given by advertisement in a newspaper published
in Antigua and Barbuda.

108. (1) Notice of the time and place of a meeting zznif
of shareholders must be sent not less than twenty-one days
nor more than fifty days before the meeting

(a) to each shareholder entitled to vote at the
meeting;

( 6 ) to each director; and

(c) to the auditor of the corporation.

(2) A notice of a meeting of shareholders of a corpora-
tion is not required to be sent to shareholders of the cor-
poration who were not registered on the records of the cor-
poration or its transfer agent on the record date determined
under section 106 or 107, as the case may be; but failure
to receive notice does not deprive a shareholder of the right
to vote at the meeting.

(3) If a meeting of shareholders is adjourned for less
than thirty days it is not necessary, unless the by-laws other-
wise provide, to give notice of the adjourned meeting, other
than by announcement at the earliest meeting that is
adjourned.

(4) If a meeting of shareholders is adjourned by one
or more adjournments for an aggregate of thirty days or
more, notice of the adjourned meeting must be given as for
an original meeting.

109. (1) All business transacted at a special meeting Special business.
of shareholders and all business transacted at an annual
meeting of shareholders is special business, except

LAWS OF ANTIGUA AND BARBUDA

60 CAP. 222) International Business Corporations

(a) the consideration of the financial statements,

(b) the auditor's report,

(c) the election of directors, and

(d) the re-appointment of the incumbent auditor.

(2) Notice of a meeting of shareholders at which special
business is to be transacted must state:

(a) the nature of that business in sufficient detail
to permit the shareholder to form a reasoned judgment
thereon; and

(b ) the text of any special resolution to be submit-
ted to the meeting.

Waiver of notice. 0 . A shareholder and any other person who is en-
titled to attend a meeting of shareholders may in any man-
ner waive notice of the meeting; and the attendance of any
person at a meeting of shareholders is a waiver of notice
of the meeting by that person unless he attends the meeting
for the express purpose of objecting to the transaction of any
business on the grounds that the meeting is not lawfully
called.

SHAREHOLDER LISTS

List of
shareholders.

1 . (1) A corporation must,
(a) not later than ten days after the record date

is fixed under subsection (2) of section 105, if a record
date is so fixed, or

(b) if no record date is fixed,

(i) at the close of business on the date immediately
preceding the day on which the notice is given,
or

(ii) if no notice is given, as of the day on which
the meeting is held,

prepare a list of its shareholders who are entitled to receive
notice of a meeting, arranged in alphabetical order and show-
ing the number of shares held by each shareholder.

LAWS OF ANTIGUA AND BARBUDA

Znternational Business Corporations (CAP. 222 6 1

(2 ) When a corporation fixes a record date under subsec-
tion ( 2 ) of section 105, a person named in the list prepared
under paragraph (a) of subsection ( 1 ) is, subject to subsec-
tion ( 3 ) , entitled, at the meeting to which the list relates,
to vote the shares shown opposite his name.

( 3 ) Where a person has transferred the ownership of
any of his shares in a corporation after the record date fixed
by the corporation, if the transferee of those shares

(a) produces properly endorsed share certificates
to the corporation or otherwise establishes to the cor-
poration that he owns the shares, and

(b) demands, not later than ten days before the
meeting of the shareholders of the corporation, that his
name be included in the list of shareholders before the
meeting,

the transferee may vote his shares at the meeting.

(4) When a corporation does not fix a record date under
subsection ( 2 ) of section 105, a person named in a list of
shareholders prepared under paragraph (6) of subsection ( 1 )
may, at the meeting to which the list relates, vote the shares
shown opposite his name.

( 5 ) When a corporation has issued bearer shares, the
holder of the bearer shares shall be placed on the list of
shareholders upon:

(a) deposit of the bearer certificate in escrow with
the corporation which escrow shall continue until after
the meeting of shareholders, or

(b) upon certification from a banking or trust
institution in Antigua and Barbuda that it holds and
will continue to hold in escrow certain bearer certificates
of the corporation on behalf of a shareholder. Such cer-
tification shall include the name and address of the bank-
ing or trust institution, the number of shares held and
the number identification of the certificate representing
said shares.

1 . A shareholder of a corporation may examine Examination of
list.

the list of its shareholders

LAWS OF ANTIGUA AND BARBUDA

62 CAP. 222) International Business Corporations

(a) during usual business hours at the registered
office of the corporation or at the place where its register
of shareholders is maintained, and

( 6 ) at the meeting of shareholders for which the
list was prepared.

QUORUM

Quorum at
meetings. 113. (1) Unless the by-laws otherwise provide, a

quorum of shareholders is present at a meeting of
shareholders if the holders of a majority of the shares entitled
to vote at the meeting is present in person or represented
by proxy.

(2) If a quorum is present at the opening of a meeting
of shareholders, the shareholders present may, unless the
by-laws otherwise provide, proceed with the business of the
meeting, notwithstanding that a quorum is not present
throughout the meeting.

(3) If a quorum is not present within thirty minutes
of the time appointed for a meeting of shareholders, the
meeting stands adjourned to the same day two weeks
thereafter at the same time and place; and, if at the adjourned
meeting, a quorum is not present within thirty minutes of
the appointed time, the shareholders present constitute a
quorum.

(4) When a corporation has only one shareholder, or
has only one shareholder of any class or series of shares,
that shareholder present in person or by proxy constitutes
a meeting.

VOTING THE SHARES

Right to vote
share.

114. (1) Unless the articles of the corporation other-
wise provide, on a show of hands a shareholder or proxy
holder has one vote; and upon a poll a shareholder or proxy
holder has one vote for every share held.

(2) A proxy holder or an alternate proxy holder has
the same rights as the shareholder who appointed him

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 63

( a ) to speak at the meeting of shareholders in
respect of any matter,

(6) to vote by way of ballot at the meeting, and

(c) to vote at the meeting in respect of any matter
by way of a show of hands, except when a proxy holder
or alternate proxy holder has conflicting instructions
from more than one shareholder.

115. ( 1 ) When a body corporate or association is a Representative of
other body. shareholder of a corporation, the corporation must recognise

any natural person authorised by a resolution of the direc-
tors or governing body of the body corporate or association
to represent it at meetings of shareholders of the corporation.

(2) A natural person who is authorised as described in
subsection ( 1 ) may exercise, on behalf of the body corporate
or association that he represents, all the powers it could
exercise if it were a natural person as well as a shareholder.

116. Unless the by-laws otherwise provide, if two or Joint
shareholders. more persons hold shares jointly, one of those holders pre-

sent at a meeting of shareholders may, in the absence of
the other, vote the shares; but if two or more of those per-
sons who are present, in person or by proxy, vote, they must
vote as one on the shares jointly held by them.

117. Unless the by-laws otherwise provide, voting at Voting method at
meetings.

a meeting of shareholders must be by a show of hands except
when a ballot is demanded by a shareholder or proxy holder
entitled to vote at the meeting.

118. A shareholder or proxy holder may demand a
ballot either before or after any vote by show of hands.

119. ( 1 ) Except where a written statement is sub- z;Filon in
mitted by a director under section 7 1 or an auditor under
section 157 ,

( a ) a resolution in writing signed by all the
shareholders entitled to vote on that resolution at a
meeting of shareholders is as valid as if it had been
passed at a meeting of the shareholders, and

LAWS OF ANTIGUA AND BARBUDA

64 CAP. 222) International Business Corporations

( b ) a resolution in writing dealing with all matters
required by this Act to be dealt with at a meeting of
shareholders, and signed by all the shareholders entitled
to vote at that meeting, satisfies all the requirements
of this Act relating to meetings of shareholders.

(2) A copy of every resolution referred to in subsec-
tion (1) must be kept with the minutes of the meetings of
shareholders.

COMPULSORY MEETING

Requisitioned
shareholders 120. (1) The holders of not less than five per cent
meeting. of the issued shares of a corporation that carrv the right to -

vote at a meeting sought to be held by them may requisition
the directors to call a meeting of shareholders for the pur-
poses stated in the requisition.

(2) The requisition referred to in subsection (I), which
may consist of several documents of like form each signed
by one or more shareholders of the corporation, must state
the business to be transacted at the meeting and must be
sent to each director and to the registered office of the
corporation.

(3) Upon receiving a requisition referred to in subsec-
tion (I), the directors must call a meeting of shareholders
to transact the business stated in the requisition, unless

(a) a record date has been fixed under subsec-
tion (2) of section 105 and notice thereof has been given
under section 107; or

(b) the directors have called a meeting of
shareholders and have given notice thereof under
section 108.

(4) If, after receiving a requisition referred to in subsec-
tion (I), the directors do not call a meeting of shareholders
within twenty-one days after receiving the requisition, any
shareholder who signed the requisition may call the meeting.

(5) A meeting called under this section must be called
as early as possible in the manner in which meetings are
to be called pursuant to the by-laws and this Division.

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 65

(6) Unless the shareholders otherwise resolve at a
meeting called under subsection (4), the corporation must
re-imburse the shareholders who requisitioned the meeting
the expenses reasonably incurred by them in requisitioning,
calling and holding the meeting.

12 1. (1) Upon the application to the court by a direc- Court-c"led
meeting. tor of a corporation or a shareholder of the corporation who

is entitled to vote at a meeting of the shareholders, or by
the Director, the court may,

(a) when for any reason it is impracticable

(i) to call a meeting of shareholders in the man-
ner in which meetings of shareholders can be
called, or

(ii) to conduct the meeting in the manner
prescribed by the by-laws and this Act,

( b ) for any other reason thought fit by the court,
order a meeting of shareholders to be called, held and con-
ducted in such manner as the court may direct.

(2) Without restricting the generality of subsection ( I ) ,
the court may order that the quorum required by the by-
laws or this Act be varied or dispensed with at a meeting
called, held and conducted pursuant to this section.

(3) A meeting of the shareholders of a corporation
called, held and conducted pursuant to this section is for
all purposes a meeting of shareholders of the corporation
duly called, held and conducted.

CONTROVERTED AFFAIRS

122. (1) A corporation or a shareholder or director ~~;~og;~;x of
thereof may apply to the court to determine any controversy
with respect to an election or appointment of a director or
auditor of the corporation.

(2) Upon an application made under this section, the
court may make any order it thinks fit including, without
limiting the generality of the foregoing,

LAWS OF ANTIGUA AND BARBUDA

66 CAP. 222) International Business Corporations

(a) an order restraining a director or auditor whose
election or appointment is challenged from acting pend-
ing determination of the dispute;

( b ) an order declaring the result of the disputed
election or appointment;

(c) an order requiring a new election or appoint-
ment and including in the order directions for the
management of the business and affairs of the corpora-
tion until a new election is held or appointment made;
and

(6) an order determining the voting rights of
shareholders and of persons claiming to own shares.

SHAREHOLDER AGREEMENTS

Pooling
agreement.

123. A written agreement between two or more
shareholders of a corporation may provide that in exercis-
ing voting rights the shares held by them will be voted as
provided in the agreement.

Unanimous
shareholder

124. (1) An otherwise lawful written agreement
agreement. among all the shareholders of a corporation, or among all

the shareholders and a person who is not a shareholder, that
restricts, in whole or in part, the powers of the directors of
the corporation to manage the business and affairs of the
corporation is valid.

(2) A shareholder who is a party to any unanimous
shareholder agreement has all the rights, powers and duties
and incurs all the liabilities of a director of the corporation
to which the agreement relates to the extent that the agree-
ment restricts the discretion or powers of the directors to
manage the business and affairs of the company; and the
directors are thereby relieved of their duties and liabilities
to the same extent.

(3) If a person who is the beneficial owner of all the
issued shares of a corporation makes a written declaration
that restricts in whole or in part the powers of the directors
to manage the business and affairs of the corporation, the
declaration constitutes a unanimous shareholder agreement.

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 67

(4) Where any unanimous shareholder agreement is
executed or terminated in connection with a corporation
licensed to conduct international banking, trust or insurance
business, written notice of that fact together with a date of
the execution or termination thereof must be filed with the
Director within fifteen days after the execution or termination.

(5) No director of a corporation licensed to conduct
international banking, trust or insurance business shall be
relieved of his duties and liabilities to any extent pursuant
to subsection (2) with respect to a unanimous shareholder
agreement.

SHAREHOLDER APPROVALS

125. ( 1 ) A sale, lease or exchange of all or substan- Extra-ordinary
transaction.

tially all the property of a corporation other than in the
ordinary course of business of the corporation requires the
approval of the shareholders in accordance with this section.

( 2 ) A notice of a meeting of shareholders complying
with section 108 must be sent in accordance with that sec-
tion to each shareholder and must

( a ) include or be accompanied by a copy or sum-
mary of the agreement of sale, lease or exchange, and

( b ) state that a dissenting shareholder is entitled
to be paid the fair value of his shares in accordance with
section 191;

but failure to make the statement referred to in paragraph ( 6 )
does not invalidate a sale, lease or exchange referred to in
subsection ( 1 ) .

(3) At the meeting referred to in subsection ( 2 ) the
shareholders may authorise the sale, lease or exchange of
the property and may fix or authorise the directors to fix
any of the terms and conditions of the sale, lease or exchange.

(4) Each share of the corporation carries the right to
vote in respect of a sale, lease or exchange referred to in
subsection (1) whether or not it otherwise carries the right
to vote.

LAWS OF ANTIGUA AND BARBUDA

68 CAP. 222) International Business Corporations

( 5 ) The shareholders of a class or series of shares of
the corporation are entitled to vote separately as a class or
series in respect of a sale, lease or exchange referred to in
subsection (1) only if the class or series is affected by the
sale, lease or exchange in a manner different from the shares
of another class or series.

(6) A sale, lease or exchange referred to in subsection (1)
is adopted when the shareholders of each class or series of
shares who are entitled to vote thereon have, by special resolu-
tion, approved of the sale, lease or exchange.

(7) The directors of a corporation, if authorised by the
shareholders approving a proposed sale, lease or exchange,
may, subject to the rights of third parties, abandon the sale,
lease or exchange without any further approval of the
shareholders.

SHARE REGISTRANTS

Registrant's
duty.

126. (1) Shares of a corporation that are registered
in the name of a person, in this Part called a "registrant",
or his nominee and not beneficially owned by the registrant
may not be voted unless the registrant forthwith after receipt
thereof sends to the beneficial owner

( a ) a copy of the notice of the meeting, financial
statements and any other documents sent to shareholders
by or on behalf of any person for use in connection with
the meeting, and

(6) except where the registrant has received writ-
ten voting instructions from the beneficial owner, a writ-
ten request for voting instructions.

(2) A registrant may not vote or appoint a proxy holder
to vote shares registered in his name or in the name of his
nominee that he does not beneficially own unless he receives
voting instructions from the beneficial owner of the shares.

(3) A registrant must vote or appoint a proxy holder
to vote any shares referred to in subsection (1) in accordance
with any written voting instructions received from the
beneficial owner.

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 69

(4) If requested by a beneficial owner of shares of a
corporation, the registrant of those shares must appoint the
beneficial owner or a nominee of the beneficial owner as proxy
holder for those shares.

(5) The failure of a registrant to comply with this sec-
tion does not render void any meeting of shareholders or
any action taken at the meeting.

127. Nothing in section 126 gives a registrant the Governing
prohibition.

right to vote shares that he is otherwise prohibited from
voting.

DIVISION F: CORPORATE RECORDS

REGISTERED OFFICE

128. (1) A corporation must at all times have a Registered office.
registered office in Antigua and Barbuda.

(2) The directors of the corporation may change the
address of the registered office.

129. (1) At the time of sending articles of incorpora- Notice of
address.

tion the incorporators must send to the Director, in the
prescribed form, notice of the address of the registered office
of the corporation; and the Director must file the notice.

(2) A corporation shall, within fifteen days of any change
of the address of its registered office, send to the Director
a notice in the prescribed form of the change, which the Direc-
tor must file.

REGISTERS AND RECORDS

130. (1) A corporation shall prepare and maintain r;;f;t;:.
at its registered office records containing

( a ) the articles and the by-laws, and all amend-
ments thereto, and a copy of any unanimous shareholder
agreement and amendments thereto;

(6) minutes of meetings and resolutions of
shareholders; and

LAWS OF ANTIGUA AND BARBUDA

7 0 CAP. 222) International Business Corporations

(c) copies of all notices required by section 67, 74
or 129.

( 2 ) A corporation shall maintain a register of
shareholders showing

( a ) the name and the latest known address of each
person who is a registered shareholder;

( 6 ) a statement of the shares held by each registered
shareholder;

(c ) the date on which each person was entered on
the register as a shareholder and the date on which any
person ceased to be a shareholder; and

(d) in the case of bearer shares, the total number
of bearer shares outstanding, the number identification
and date of issue of each bearer certificate.

(3) A corporation that issues debt obligations shall main-
tain a register of debenture-holders showing

(a) the name and the latest known address of each
holder of the debt obligations, herein called a
debenture-holder;

(6) the principal of the debt obligations held by each
debenture-holder;

(6) the amount or the highest amount of any
premium payable on redemption of the debt obligations;

(4 the issue price of the debt obligations and the
amount paid up on the issue price;

(e) the date on which the name of each person was
entered on the register as a debenture-holder; and

(j) the date on which each person ceased to be a
debenture-holder.

(4) A corporation that grants conversion privileges,
options, or rights to acquire shares of the corporation shall
maintain a register showing the name and the latest known
address of each person to whom the privileges, options or
rights have been granted and such other particulars in respect
thereof as are prescribed.

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 7 1

(5) A corporation may appoint an agent to maintain
the registers required by this section to be maintained by
the corporation; but the registers must be maintained at the
registered office of the corporation or at some other place
in Antigua and Barbuda designated by the directors of the
corporation.

RECORDS OF TRUSTS

131. (1) Except as provided in this section or the Trust Notices.
Trust Instrument, notice of a trust, express, implied or con-
structive, must not

(a) be entered by a corporation in any of the
registers maintained by it pursuant to section 130, or

(b) be received by the Director.

(2) No liabilities are affected by anything done in pur-
suance of subsection (3), (4) or (5); and the corporation con-
cerned is not affected with notice of any trust by reason of
anything so done.

(3) A personal representative of the estate of a deceased
person who was registered in a register of a corporation as
a shareholder or debenture-holder may become registered
as the holder of the share or debt obligation as personal
representative of that estate.

(4) A personal representative of the estate of a deceased
person who was beneficially entitled to a share or debt obliga-
tion of the corporation that is registered in a register of the
corporation may, with the consent of the corporation and
of the registered shareholder or debenture holder, become
the registered shareholder or debenture holder as the per-
sonal representative of the estate.

(5) When a personal representative of an estate of a
deceased person is registered pursuant to subsection (3) or
(4) as a holder of a share or debt obligation of a corpora-
tion, the personal representative is, in respect of that share
or debt obligation, subject to the same liabilities and no more
that he would be subject to had the share or debt obligation
remained registered in the name of the deceased person.

LAWS OF ANTIGUA AND BARBUDA

7 2 CAP. 222) International Business Corporations

ACCOUNTS, MINUTES AND OTHER RECORDS

Other records. 132. (1) In addition to the records described in sec-
tion 130, a corporation shall prepare and maintain adequate
accounting records and records containing minutes of
meetings and resolutions of the directors and any commit-
tees of the directors.

(2) In the case of a banking, trust or insurance cor-
poration, the records required under subsection (1) shall be
kept at the registered office of the corporation or at some
other place in Antigua and Barbuda designated by the direc-
tors; and those records must at all reasonable times be
available for inspection by the directors.

(3) When any accounting records of a corporation, refer-
red to in subsection (2), are kept outside Antigua and
Barbuda, such accounting records as are adequate to enable
the directors to ascertain the financial position of the cor-
poration with reasonable accuracy on a quarterly basis must
be kept by the corporation at the registered office of the cor-
poration or at some other place in Antigua and Barbuda
designated by the directors.

(4) For the purposes of paragraph (b) of subsection (1)
of section 130 and of this section, when an existing off-shore
company is continued under .this Act, "records" includes
similar registers and other records required by law to be main-
tained by that company before it was continued under this
Act.

FORM OF RECORDS

Records form. 133. All records required by this Act to be prepared
and maintained

(a) may be in a bound or loose-leaf form or in a
photographic film form, or

(b) may be entered or recorded

(i) by any system of mechanical or electronic data
processing, or

(ii) by any other information storage device

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 7 3

that is capable of reproducing any required information in
intelligible written form within a reasonable time.

CARE OF RECORDS

134. A corporation and its agents shall take Duty of care for
records.

reasonable precautions

( a ) to prevent loss or destruction of,

(b) to prevent falsification of entries in, and

(c) to facilitate detection and correction of inac-
curacies in,

the records required by this Act to be prepared and main-
tained in respect of the corporation.

ACCESS TO RECORDS

135. ( 1 ) The directors and shareholders of a corpora- to records.
tion and their agents and legal representative may, during
the usual business hours of the corporation, examine the
records of the corporation referred to in section 130 and may
take extracts therefrom free of charge.

(2) A shareholder of a corporation is, upon request and
without charge, entitled to one copy of the articles and by-
laws of the corporation and any unanimous shareholder
agreement, and to one copy of any amendments to any of
those documents.

( 3 ) The creditors of a corporation and their agents and
legal representatives may, during the usual business hours
of the corporation and upon payment of a reasonable fee,
examine the records referred to in paragraphs (a) and (c)
of subsection ( 1 ) of section 130 and subsections (3) and (4)
of that section, other than any unanimous shareholder agree-
ment or an amendment to any unanimous shareholder agree-
ment, and make copies of those records or take extracts
therefrom.

LAWS OF ANTIGUA AND BARBUDA

74 CAP. 222) International Business Corporations

DIVISION G: TRANSFER OF SECURITIES

Transferring
securities.

136. (1) The securities of a corporation may be
transferred by a written instrument of transfer signed by the
transferor and naming the transferee. The transfer of a bearer
certificate of the corporation shall be effected by delivery of
the certificate.

(2) Where an instrument of transfer is prescribed in
the by-laws of a corporation, that instrument must be used
to transfer the securities of the corporation.

(3) Subject to subsection (2), no particular form of
words are necessary to transfer securities, if words are used
that show with reasonable certainty that the person signing
the transfer intends to vest the title to the securities in the
transferee.

(4) Subject to subsection (5) and to any other Act, the
beneficial ownership of the securities of a corporation passes
to a transferee

(a) on the delivery to him of the instrument of
transfer signed by the transferor and of the transferor's
certificate, or

( b ) on the delivery to him of an instrument of
transfer signed by the transferor that has been certified
by or on behalf of the corporation.

(5) If the transferor concerned is not registered with
the corporation in respect of the securities, subsection (4)
has effect as if references to the transfer signed by the
transferor included a reference to transfers signed by the per-
son so registered and all holders of the securities intermediate
between the person so registered and the transferor.

(6) Notwithstanding subsection (4) or (5), a corpora-
tion and in the case of debt obligations the trustee of the
covering trust deed are not bound or entitled to treat the
transferee of securities as the owner of them until the transfer
to him has been registered or until the court orders the
registration of the transfer to him; and until the transfer is
presented to the corporation for registration, the corpora-

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International Business Corporations (CAP. 222 7 5

tion is not to be treated as having notice of the transferee's
interest thereunder or of the fact that the transfer has been
made.

( 7 ) This section applies notwithstanding anything con-
tained in the articles or by-laws of a corporation and not-
withstanding anything contained in any trust deed or debt
obligation or any contract or instrument.

137. ( 1 ) No restriction or condition in a trust deed
covering a debt obligation of a corporation, or in the debt
obligation, limits the right of any person to transfer the obliga-
tion held by him.

(2) A transfer of the securities of a corporation made by

( a ) the personal representative of the holder of the
securities,

(b) a trustee in bankruptcy,

(c) a receiver appointed by or for the benefit of the
holders of any debt obligations,

(6) a receiver or other person appointed by the
court to administer the estate of a person of unsound
mind,

( e ) the guardian of a minor, or

Cf) a person appointed by the court to execute the
transfer,

is, although the person executing the transfer is not himself
registered with the corporation as the holder of the securities,
as valid as if he had been so registered at the time of the
execution of the instrument of transfer.

(3) This section applies in respect of a corporation not-
withstanding anything contained in the articles or by-laws
of the corporation, and notwithstanding anything contained
in any trust deed or debt obligations or any contract or
instrument relating to the securities of the corporation.

138. ( 1 ) A corporation must certify a transfer of Duty to certify.
security of the corporation on the presentation to it of a

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7 6 CAP. 222) International Business Corporations

transfer that is signed by the holder of the security and
accompanied with delivery to the corporation of the security.

(2) The certification consists of a statement signed on
behalf of the corporation and written or endorsed on the
transfer to the effect that the security has been delivered to
or lodged with the corporation.

(3) The certification by a corporation of any transfer
of a security of the corporation

(a) is a representation by the corporation to any
person acting on the faith of the certification that there
have been produced to the corporation such documents
as on the face of them show a prima facie title to the
security in the transferor named in the transfer, but

(6 ) is not a representation that the transferor has
any title to the security.

(4) Where any person acts on the faith of a false cer-
tification by a corporation made fraudulently or negligently,
the corporation is liable to compensate him for any loss he
incurs in consequence of his so acting.

(5) A corporation that has certified a transfer of a
security of the corporation is liable to compensate any per-
son for loss that he incurs in consequence of the corporation
subsequently releasing, otherwise than on surrender of the
certification of the transfer of the security, possession of the
security in respect of which the certification was issued.

(6) For the purposes of this section,

(a) a transfer is deemed to be certified by a cor-
.poration if

(i) the person issuing the certification is a person
authorised to issue certifications of transfers
on the corporation's behalf, and

(ii) the certification is signed by a person
authorised to issue certifications of transfers
on the corporation's behalf, or by any other
officer or employee either of the corporation
or of a body corporate so authorised;

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International Business Corporations (CAP. 222 7 7

and

(b) a certification is deemed to be signed by a per-
son if it purports to be authenticated by his signature
or initials, whether handwritten or not, unless the
signature or initials were placed on the certification
neither by that person nor any person authorised to use
the signature or initials for the purpose of issuing cer-
tifications of transfers on the corporation's behalf.

139. (1) A corporation must, within five weeks after security
certificate. the allotment of any of its securities, and within two months

after the date on which a transfer of any of its securities is
presented to the corporation for registration, complete the
security and have it ready for delivery to the allottee or
transferee.

(2) When a corporation on which a notice is served
requiring the corporation to make good any default in com-
plying with subsection ( 1 ) fails to make good the default
within seven days after the service of the notice, the court
may, on the application of the person entitled to have the
security delivered to him, make an order directing the cor-
poration and any officer of the corporation to make good
the default within such time as may be specified in the order;
and the order may provide that all costs incidental to the
application be borne by the corporation and any officer of
the corporation responsible for the default.

(3) For the purposes of this section "transfer" means
a transfer in proper form duly signed by the transferor and
transferee and otherwise valid, and does not include a transfer
that the corporation is for any reason entitled to refuse to
register and does not register.

140. (1) Notwithstanding anything in the articles or Resistration.
by-laws of a corporation or in any debt obligations, trust
deed or other contract or instrument, the corporation shall
not register a transfer of any security of the corporation unless
a transfer in proper form and duly signed by the transferor
and transferee has been delivered to the corporation; but
nothing in this section affects any duty of the corporation
to register as the holder of a security of the corporation any

LAWS OF AN'TIGUA AND BARBUDA

CAP. 222) International Business Corporations

person to whom the ownership of any such security has been
transmitted by operation of law.

(2) O n the application of the transferor of any security
of a corporation, other than a bearer security, the corpora-
tion must enter in its register of shareholders or debenture-
holders, as the case requires, the name of the transferee in
the same manner and subject to the same conditions as if
the application for the entry had been made by the transferee.

(3) Notwithstanding anything in the articles or by-laws
of a corporation or in any debt obligation, trust deed or other
contract or instrument, a corporation must register the trustee
in bankruptcy or the personal representative of a holder of
a security of the corporation as holder of the security of the
bankrupt or, as the case requires, the deceased person, in
its register of shareholders or debenture-holders, within seven
days after he produces to the corporation satisfactory evidence
of his title and requests it to register him as the holder of
the security.

Effect of
certificate. 141. ( 1 ) A certificate issued by a corporation and

signed on its behalf stating that any securities of the cor-
poration are held by any person is prima facie proof of the
title of that person to the securities.

(2) The registration of a person as a shareholder or
debenture-holder of a corporation, or the issue of a security
to him, constitutes a representation by the corporation that
the person so registered, or the person named in the security

'

as entitled to the shares or debt obligations mentioned therein,
is entitled to the securities mentioned in the register or in
the security; and the corporation may not deny the truth ,
of that representation as against a person who believes it
to be true and contracts to acquire the security or any interest
therein in good faith and for money or money's worth.

(3) It is no defence for a corporation to show for the
purposes of subsection (2) that a registration or the issue of
a security or other document was procured by fraud or by
the presentation to it of a forged document.

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International Business Corporations (CAP. 222 79

(4) Subsections (2) and (3) do not apply in respect of
securities or instruments issued by an existing off-shore com-
pany before the commencement of this Act.

DIVISION H: FINANCIAL REPORTS BY
CORPORATIONS

COMPARATIVE FINANCIAL STATEMENTS

142. (1) Subject to this section and to section 143, Annual financial
returns. the directors of a corporation if required by the articles of

incorporation or by-laws must place before the shareholders
at every annual meeting of the shareholders of the
corporation:

(a) comparative financial statements, as prescribed,
relating separately to

(i) the period that began on the date the corpor-
tion came into existence and ended not more
than twelve months after that date, or, if the
corporation has completed a financial year, the
period that began immediately after the end
of the last period for which financial statements
were prepared and ended not more than twelve
months after the beginning of that period, and

(ii) the immediately preceding financial year;

(b) the report of the auditor, if any; and

( 6 ) any further information respecting the finan-
cial position of the corporation and the results of its
operations required by the articles of the corporation,
its by-laws, or any unanimous shareholder agreement.

(2) The financial statements required by sub-
paragraph (ii) of paragraph (a) of subsection (1) may be omit-
ted if the reason for the omission is set out in the financial
statements, or in a note thereto, to be placed before the
shareholders at an annual meeting.

(3) The Director may in any particular case adjust the
period relating to which comparable financial statements are
to be placed before the shareholders at any annual meeting.

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80 CAP. 222) International Business Corporations

Exemption for
information. 143. Upon the application of a corporation for

authorisation to omit from its financial statements any
prescribed item, or to dispense :~ith the publication of any
particular prescribed financial statement, the Director may,
if he reasonably believes that disclosure of the information
therein contained would be detrimental to the corporation,
permit its omission on such reasonable conditions as he thinks
fit.

Consolidated
financial returns. 144. (1) A corporation must keep at its registered

office a c o w of the financial statements of each of its sub- . ,
sidiaries whose accounts are consolidated in the financial
statements of the corporation.

(2) Shareholders of a corporation and their agents and
legal representatives may, upon request therefor, examine
the statements referred to in subsection (1) during the usual
business hours of the corporation, and may make extracts
from those statements, free of charge.

(3) A corporation may, within fifteen days of a request
to examine statements under subsection (2), apply to the
court for an order barring the right of any person to examine
those statements; and the court may, if it is satisfied that
the examination would be detrimental to the corporation or
a subsidiary body corporate, bar that right and make any
further order the court thinks fit.

(4) A corporation must give the Director and the per-
son asking to examine statements under subsection (2) notice
of any application under subsection (3); and the Director
and that person may appear and be heard in person or by
counsel.

Approval of
directors.

145. (1) The directors of a corporation must approve
the financial statements referred to in section 142, and the
approval must be evidenced by the signature of one or more
directors.

(2) A corporation shall not issue, publish or circulate
copies of the financial statements referred to in section 142
unless the financial statements are

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International Business Corporations (CAP. 222 8 1

( a ) approved and signed in accordance with subsec-
tion ( I ) , and

( 6 ) accompanied with a report of the auditor of the
corporation, if any.

146. Not less than twenty-one days before each Copies to
shareholders. annual meeting of the shareholders of a corporation or before

the signing of a resolution under paragraph ( b ) of subsec-
tion ( 1 ) of section 119 in lieu of its annual meeting, the cor-
poration must send a copy of the documents referred to in
section 142 to each shareholder, except to a shareholder who
has informed the corporation in writing that he does not want
a copy of those documents.

AUDITOR O F THE CORPORATION

147. Subject to section 148, only a natural person Auditor's
qualifications.

who is in good standing as a member of an association of
chartered or public accountants or other similar body ap-
proved by the Director as a reputable accounting body is
eligible for appointment as an auditor of a corporation.

148. (1) Subject to subsection (6), a person is not Disqualifying
auditor.

eligible to be an auditor of a corporation if he is not indepen-
dent of the corporation, its affiliates, and of the directors
and officers of the corporation and its affiliates.

(2) For the purposes of this section, whether or not an
individual is independent is a question of fact to be deter-
mined having regard to all the circumstances.

(3) A person is presumed not to be independent of a
corporation if he or his business partner

( a ) is a business partner, a director, an officer or
an employee of the corporation or any of its affiliates,
or a business partner of any director, officer or employee
or any such corporation or its affiliates,

( 6 ) beneficially owns or controls, directly or
indirectly, a material interest in the securities of the cor-
poration or any of its affiliates, or

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CAP. 222) International Business Corporations

(c) has been a receiver, receiver-manager,
liquidator or trustee in bankruptcy of the corporation
or any of its affiliates within two years of his proposed
appointment as auditor of the corporation.

(4) An auditor who becomes disqualified under this sec-
tion must, subject to subsection (6), resign forthwith after
he becomes aware of his disqualification.

(5) An interested person may apply to a court for an
order declaring an auditor disqualified under this section and
the office of auditor vacant.

(6) An interested person may apply to the court for an
order exempting an auditor from disqualification under this
section; and the court may, if it is satisfied that an exemp-
tion would not adversely affect the shareholders, make an
exemption order on such terms as it thinks fit; and the order
may be given retroactive effect.

Appointment of
auditor. 149. (1) Subject to section 150, the shareholders of

a corporation must, by ordinary resolution, at the first an-
nual meeting of shareholders and at each succeeding annual
meeting, appoint an auditor to hold office until the close
of the next annual meeting.

(2) An auditor appointed under section 64 is eligible
for appointment under subsection (1).

(3) Notwithstanding subsection (I), if an auditor is not
appointed at a meeting of shareholders, the incumbent
auditor continues in office until his successor is appointed.

(4) The remuneration of an auditor may be fixed by
ordinary resolution of the shareholders or, if not so fixed,
it may be fixed by the directors.

Dispensing with
auditor.

150. (1) The shareholders of a corporation may
resolve not to appoint an auditor.

(2) A resolution under subsection (1) is valid only until
the next succeeding annual meeting of shareholders.

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International Business Corporations (CAP. 222 83

( 3 ) A resolution under subsection (1) is not valid unless
it is consented to by all the shareholders, including
shareholders not otherwise entitled to vote.

( 4 ) This section does not apply to a corporation that
carries on an international banking, trust or insurance
business.

1 5 ( 1 ) An auditor of a corporation ceases to hold Cessation of
office.

office when

(a) he dies or resigns, or

( b ) he is removed pursuant to section 152.

( 2 ) A resignation of an auditor becomes effective at the
time a written resignation is sent to the corporation or at
the time specified in the resignation, whichever is the later
date.

152. (1) The shareholders of a corporation may by Removal of
auditor.

ordinary resolution at a special meeting remove an auditor
other than an auditor appointed by a court order under
section 154.

( 2 ) A vacancy created by the removal of an auditor may
be filled at the meeting at which the auditor is removed or,
if the vacancy is not so filled, it may be filled under
section 153.

153. (1 ) Subject to subsection (3 ) , the directors must ::Zrditor
forthwith fill a vacancy in the office of auditor.

( 2 ) If there is not a quorum of directors, the directors
then in office must, within twenty-one days after a vacancy
in the office of auditor occurs, call a special meeting of
shareholders to fill the vacancy; and if they fail to call a
meeting or if there are no directors, the meeting may be
called by any shareholder.

(3) The articles of a corporation may provide that a
vacancy in the office of auditor be filled only by vote of the
shareholders.

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84 CAP. 222) International Business Corporations

(4) An auditor appointed to fill a vacancy holds office
for the unexpired term of his predecessor.

Court appointed
auditor. 154. ( 1 ) If a corporation does not have an auditor,

the court may, upon the application of a shareholder or the
Director, appoint and fix the remuneration of an auditor;
and the auditor holds office until an auditor is appointed
by the shareholders.

(2) Subsection ( 1 ) does not apply if the shareholders
have resolved under section 150 not to appoint an auditor.

Auditor rights to
notice.

155. The auditor of a corporation is entitled to receive
notice of every meeting of the shareholders of the corpora-
tion and, at the expense of the corporation, to attend and
be heard at the meeting on matters relating to his duties
as auditor.

Required 156. (1) If a shareholder of a corporation, whether
attendance. or not he is entitled to vote at the meeting, or a director

of a corporation, gives written notice to the auditor of the
corporation, not less than ten days before a meeting of the
shareholders of the corporation, to attend the meeting, the
auditor shall attend the meeting at the expense of the cor-
poration and answer questions relating to his duties as auditor
or former auditor of the corporation.

(2) A shareholder or director who sends a notice refer-
red to in subsection ( 1 ) shall, concurrently, send a copy of
the notice to the corporation.

(3) Subsection ( 1 ) applies mutatis mutandis to any
former auditor of the corporation.

Right to
comment. 157. ( 1 ) An auditor who

( a ) resigns,

( b ) receives a notice or otherwise learns of a
meeting of shareholders called for the purpose of remov-
ing him from office,

(c) receives a notice or otherwise learns of a meeting
of directors or shareholders at which another person is
to be appointed to fill the office of auditor, whether

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International Business Corporations (CAP. 222 8 5

because of the resignation or removal of the incumbent
auditor or because his term of office has expired or is
about to expire, or

(6) receives a notice or otherwise learns of a
meeting of shareholders at which a resolution referred
to in section 149 is to be proposed,

may submit to the corporation a written statement giving
the reasons for his resignation or the reasons why he op-
poses any proposed action or resolution.

(2) When it receives a statement referred to in subsec-
tion (I), the corporation must forthwith send a copy of the
statement to every shareholder entitled to receive notice of
any meeting referred to in section 152 and to the Director.

(3) No person may accept appointment, consent to be
appointed or be appointed as auditor of a corporation if he
is replacing an auditor who has resigned, been removed or
whose term of office has expired or is about to expire, until
that person has requested and received from the former
auditor a written statement of the circumstances and the
reasons why, in that auditor's opinion, he is to be replaced.

(4) Notwithstanding subsection (3)' a person otherwise
qualified may accept appointment or consent to be appointed
as auditor of a corporation if, within fifteen days after mak-
ing the request referred to in that subsection, he does not
receive a reply to it.

158. (1) An auditor of a corporation must make the Examination by
auditor.

examination that is in his opinion necessary to enable him
to report in the prescribed manner on the financial statements
required by this Act to be placed before the shareholders,
except such financial statements or parts thereof that relate
to the immediately preceding financial year referred to in
subparagraph (ii) of paragraph (a) of subsection (1) of
section 142.

(2) Notwithstanding section 159, an auditor of a cor-
poration may reasonably rely upon the report of an auditor
of a body corporate or an unincorporated business the
accounts of which are included in whole or in part in the
financial statements of the corporation.

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CAP. 222) International Business Corporations

(3) For the purposes of subsection (2) reasonableness
is a question of fact.

(4) Subsection ( 2 ) applies whether or not the financial
statements of the holding corporation reported upon by the
auditor are in consolidated form.

(5) The present or former directors, officers, employees
or agents of a corporation must, upon the demand of the
auditor of the corporation, furnish to the auditor

(a) such information and explanations, and

(b ) such access to records, documents, books,
accounts and vouchers of the corporation or any of its
subsidiaries,

as are, in the opinion of the auditor, necessary to enable
him to make the examination and report required under
subsection ( 1 ) and that the directors, officers, employees or
agents are reasonably able to furnish.

( 6 ) Upon the demand of an auditor of a corporation,
the directors of the corporation must

( a ) obtain from the present or former directors,
officers, employees or agents of any subsidiary of the
corporation the information and explanations that the
directors, officers, employees and agents are reasonably
able to furnish and that are, in the opinion of the auditor,
necessary to enable him to make the examination and
report required under subsection ( 1 ) , and

(b ) furnish the information and explanations so
obtained to the auditor.

Detected error. 159. (1) A director or an officer of a corporation shall
forthwith notify the corporation's auditor of any error or
mis-statement of which the director or officer becomes aware
in a financial statement that the auditor or a former auditor
of the corporation has reported upon.

( 2 ) When the auditor or a former auditor of a corpora-
tion is notified or becomes aware of an error or mis-statement
in a financial statement upon which he has reported to the
corporation and, in his opinion, the error or mis-statement

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International Business Corporations (CAP. 222 8 7

is material, he shall inform each director of the corporation
accordingly.

( 3 ) When under subsection ( 2 ) the auditor or a former
auditor of a corporation informs the directors of an error
or mis-statement in a financial statement of the corporation,
the directors shall

( a ) prepare and issue revised financial statements,
or

(6 ) otherwise inform the shareholders of the error
or mls-statement.

160. An auditor is not liable to any person in an Privilege of
auditor.

action for defamation based on any act done or not done
or any statement made by him in good faith in connection
with any matter he is authorised or required to do under
this Act.

DIVISION I: FUNDAMENTAL CHANGES

ALTERING ARTICLES

\
161. (1) Subject to sections 162 and 163 , the articles

of a corporation may, by special resolution, be amended: articles.

( a ) to change its name;

( 6 ) to add, change or remove any restriction upon
the business that the corporation can carry on;

(6) to change any maximum number of shares that
the corporation is authorised to issue;

(d) to create new classes of shares;
( e ) to change the designation of all or any of its

shares, and add, change or remove any rights, privileges,
restrictions and conditions, including rights to accrued
dividends, in respect of all or any of its shares, whether
issued or unissued;

Cf) to change the shares of any class or series,
whether issued or unissued, into a different number of
shares of the same class or series or into the same or
a different number of shares of other classes or series;

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88 CAP. 222) International Business corporation^

@) to divide a class of shares, whether issued or
unissued, into a series of shares and fix the number of
shares in each series and the rights, privileges, restric-
tions and conditions attached thereto;

(h ) to authorise the directors to divide any class
of unissued shares into series of shares and fix the
number of shares in each series and the rights, privileges,
restrictions and conditions attached thereto;

(9 to authorise the directors to change the rights,
privileges, restrictions and conditions attached to
unissued shares of any series;

to revoke, diminish or enlarge any authority
conferred under paragraphs ( h ) to (i);

(k) to increase or decrease the number of directors
or the minimum or maximum number of directors, sub-
ject to section 73;

(I) to add, change or remove restrictions on the
transfer of shares;

(m) to apply for continuance as a body corporate
in another country and to cease to be a corporation under
this Act or to apply for authority to do so at the option
of a designated trustee; or

(n) to add, change or remove any other provision
that is permitted by this Act to be set out in the articles.

(2) The directors of a corporation may, if authorised
by the shareholders in the special resolution effecting an
amendment under this section, revoke the resolution before
it is acted upon without further approval of the shareholders.

(3) A provision in the articles of a corporation that
restricts in whole or in part the powers of the directors to
manage the business and affairs of the corporation may not
be amended except with the consent of all the shareholders.

Proposal to
amend articles.

162. (1) Subject to subsection (Z), a director or a
shareholder of a cor~oration who is entitled to vote at an
annual meeting of shareholders may make a proposal to
amend the articles of the corporation.

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International Business Corporations (CAP. 222 89

(2) Notice of a meeting of shareholders at which a pro-
posal to amend the articles is to be considered must set out
the proposed amendment and, if applicable, must state that
a dissenting shareholder is entitled to be paid the fair value
of his shares in accordance with section 191; but failure to
make that statement does not invalidate an amendment to
the articles.

163. (1) The holders of shares of a class or, subject Class vote on
proposal. to subsection (2), of a series are, unless the articles other-

wise provide in the case of an amendment described in
paragraph (a) or (b), entitled to vote separately, as a class
or series, upon a resolution to amend the articles

(a) to increase or decrease any maximum number
of authorised shares of that class, or increase any max-
imum number of authorised shares of a class having
rights or privileges equal or superior to the shares of
that class;

(b) to effect an exchange, reclassification or
cancellation of all or part of the shares of that class;

(c) to add, change or remove the rights, privileges,
restrictions or conditions attached to the shares of that
class and, in particular, without limiting the generality
of the foregoing,

(i) to remove or change prejudicially rights to
accrued dividends or to cumulative dividends;

(ii) to add, remove or change redemption rights
prejudicially;

(iii) to reduce or remove a dividend preference or
a liquidation preference, or

(iv) to add, remove or change prejudicially con-
version privileges, options, voting, transfer or
pre-emptive rights, or rights to acquire shares
or debentures of a corporation, or sinking fund
provisions;

(6) to increase the rights or privileges of any class
of shares having rights or privileges equal or superior
to the shares of that class;

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90 CAP. 222) International Business Corporations

(e) to create a new class of shares equal or superior
to the shares of that class;

(f) to make any class of shares having rights or
privileges inferior to the shares of that class equal or
superior to shares of that class;

(g) to effect an exchange or to create a right of
exchange of all or part of the shares of another class
into the shares of that class.

(2) The holders of a series of shares of a class are entitled
to vote separately as a series under subsection (1) only if
the series is affected by an amendment in a manner different
from other shares of the same class.

(3) Subsection (1) applies whether or not shares of a
class or series otherwise carry the right to vote.

(4) A proposed amendment to the articles referred to
in subsection (1) is adopted when the holders of the shares
of each class or series entitled to vote separately thereon as
a class or series have approved the amendment by a special
resolution.

Delivery of
articles. 164. (1) Subject to any revocation under subsec-

tion (2) of section 161, after an amehdment has been adopted
under section 161, 162, or 163, articles of amendment in
the prescribed form must be sent to the Director.

(2) If an amendment effects or requires a reduction of
stated capital, subsections (3) and (4) of section 44 apply.

Certificate of
amendment. 165. (1) Upon receipt of articles of amendment from

a corporation, the Director must issue to the corporation
a certificate of amendment in accordance with section 327.

(2) An amendment to the articles of a corporation
becomes effective on the date shown in the certificate issued
by the Director in respect of that corporation; and the articles
of the corporation are amended accordingly.

(3) No amendment to the articles affects

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International Business Corporations (CAP. 222 9 1

(a ) an existing cause of action or claim or liability
to prosecution in favour of or against the corporation
or its directors or officers, or

( b ) any civil, criminal or administrative action or
proceeding to which a corporation or any of its direc-
tors or officers is a party.

166. ( 1 ) The directors of a corporation may at any Re-stated articles.
time, and must, when reasonably so directed by the Direc-
tor, re-state the articles of incorporation of the corporation
as amended.

( 2 ) Re-stated articles of incorporation in the prescribed
form must be sent to the Director.

( 3 ) Upon receipt of re-stated articles of incorporation,
the Director must issue a re-stated certificate of incorpora-
tion in accordance with section 327.

(4) Re-stated articles of incorporation are effective on
the date shown in the re-stated certificate of incorporation
and supersede the original articles of incorporation and all

I

1 amendments thereto.

AMALGAMATIONS

167. Two or more corporations, including holding Amalgamation.
and subsidiary corporations, may amalgamate and continue
as one corporation.

168. ( 1 ) Each corporation proposing to amalgamate -44yg;zi"
must enter into an agreement setting out the terms and means
of effecting the amalgamation and, in particular, without
limiting the generality of the foregoing, setting out:

(a ) the provisions that are required to be included
in articles of incorporation under section 6;

(b ) the name and address of each proposed direc-
tor of the amalgamated corporation;

(c) the manner in which the shares of each
amalgamating corporation are to be converted into
securities of the amalgamated corporation:

LAWS OF ANTIGUA AND BARBUDA

92 CAP. 222) International Business corporation^

(d) if any shares of an amalgamating corporation
are not to be converted into securities of the
amalgamated corporation, the amount of money or
securities of any body corporate that the holders of those
shares are to receive instead of securities of the
amalgamated corporation;

(e) the manner of payment of money instead of the
issue of fractional shares of the amalgamated corpora-
tion or of any other body corporate the securities of
which are to be received in the amalgamation;

Cf) whether the by-laws of the amalgamated cor-
poration are to be those of one of the amalgamating
corporations and, if not, a copy of the proposed by-laws;
and

('g) details of any arrangements necessary to perfect
the amalgamation and to provide for the subsequent
management and operation of the amalgamated
corporation.

(2) If shares of one of the amalgamating corporations
are held by or on behalf of another of the amalgamating
corporations, the amalgamation agreements must provide
for the cancellation of those shares when the amalgamation
becomes effective without any repayment of capital in respect
thereof; and no provision may be made in the agreement
for the conversion of those shares into shares of the
amalgamated corporation.

Approval by
shareholders. 169. (1) The directors of each amalgamating cor-

poration must submit the amalgamation agreement for
approval to a meeting of the shareholders of the
amalgamating corporation of which they are directors and,
subject to subsection (4), to the holders of each class or series
of shares of that amalgamating corporation.

(2) A notice of a meeting of shareholders complying
with section 108 must be sent in accordance with that sec-
tion to each shareholder of each amalgamating corporation;
and the notice

( a ) must include or be accompanied with a copy
or summary of the amalgamation agreement; and

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 93

(b) must state that a dissenting shareholder is
entitled to be paid the fair value of his shares in accord-
ance with section 191;

but failure to make the statement referred to in paragraph (6)
does not invalidate an amalgamation.

(3) Each share of an amalgamating corporation carries
the right to vote in respect of an amalgamation whether or
not the share otherwise carries the right to vote.

(4) The holders of shares of a class or series of shares
of an amalgamating corporation are entitled to vote separately
as a class or series in respect of an amalgamation when the
amalgamation agreement contains a provision that, if con-
tained in a proposed amendment to the articles, would enti-
tle those holders to vote as a class or series under section 163.

( 5 ) An amalgamation agreement is adopted when the
shareholders of each amalgamating corporation have
approved of the amalgamation by special resolutions of each
class or series of the shareholders entitled to vote on the
amalgamation.

( 6 ) An amalgamation agreement may provide that at
any time before the issue of a certificate of amalgamation
the agreement can be terminated by the directors of an
amalgamating corporation, notwithstanding approval of the
agreement by the shareholders of all or any of the
amalgamating corporations.

170. A holding corporation and one or more of its E C a t s h o r t -
wholly-owned subsidiary corporations may amalgamate and amalgamation.
continue as one corporation without complying with sec-
tions 161 and 169, if

(a ) the amalgamation is approved by a resolution
of the directors of each amalgamating corporation; and

(b) the resolutions provide that

(i) the shares of each amalgamating subsidiary
corporation will be cancelled without any
repayment of capital in respect of the
cancellation;

LAWS OF ANTIGUA AND BARBUDA

94 CAP. 222) International Business Corporations

(ii) the articles of amalgamation will be the same
as the articles of incorporation of the
amalgamating holding corporation; and

(iii) no securities will be issued by the amalgamated
corporation in connection with the
amalgamation.

Horizontal short-
form

171. Two or more wholly-owned subsidiary corpora-
amalgamation. tions of the same holding body corporate may amalgamate

and continue as one corporation without complying with sec-
tions 168 and 169, if

(a) the amalgamation is approved by a resolution
of the directors of each amalgamating corporation; and

(b) the resolutions provide that

(i) the shares of all but one of the amalgamating
subsidiary corporations will be cancelled
without any repayment of capital in respect
of the cancellation;

(ii) the articles of amalgamation will be the same
as the articles of incorporation of the
amalgamating subsidiary corporation whose
shares are not cancelled; and

(iii) the stated capital of the amalgamating sub-
sidiary corporations whose shares are cancelled
will be added to the stated capital of the
amalgamating subsidiary corporation whose
shares are not cancelled.

Articles of
amalgamation. 172. (1) Subject to subsection (6) of section 169, after

an amalnamation has been adopted under section 169 or -
approved under section 170 or 17 1, articles of amalgama-
tion in the prescribed form must be sent to the Director
together with the documents required by sections 67 and 129.

(2) There must be attached to the articles of amalgama-
tion a statutorv declaration of a director or an officer of each
amalgamating corporation that establishes to the satisfaction
of the Director

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 95

(a) that there are reasonable grounds for believ-
ing that

(i) each amalgamating corporation is and the
amalgamated corporation will be able to pay
its liabilities as they become due; and

(ii) the realisable value of the amalgamated cor-
poration's assets will not be less than the
aggregate of its liabilities and stated capital of
all classes;

and

( b ) that there are reasonable grounds for believ-
ing that

(i) no creditor will be prejudiced by the
amalgamation, or

(ii) adequate notice has been given to all known
creditors of the amalgamating corporations and
no creditor objects to the amalgamation other-
wise than on grounds that are frivolous or
vexatious.

(3) For the purposes of subsection (2), adequate notice
is given to creditors by a corporation, if

(a) a notice in writing is sent to each known creditor
having a claim against the corporation that exceeds one
thousand dollars;

(b) a notice is published once in a newspaper
published or distributed in Antigua and Barbuda; and

(6) each notice states that the corporation intends
to amalgamate with one or more specified corporations
in accordance with this Act and that a creditor of the
corporation can object to the amalgamation within thirty
days from the date of the notice.

173. (I) Upon receipt of articles of amalgamation, certificate amalgamation. f
the Director must issue a certificate of amalgamation.

(2) On the date shown in a certificate of amalgama-
tion, in respect of an amalgamated corporation,

LAWS OF ANTIGUA AND BARBUDA

96 CAP. 222) International Business Corporations

(a) the amalgamation of the amalgamating corpora-
tions and their continuance as one corporation becomes
effective;

( 6 ) the property of each amalgamating corporation
becomes the property of the amalgamated corporation;
and

(c) the amalgamated corporation becomes liable for
the obligations of each amalgamating corporation.

RE-ORGANISATION

~e-organisation. 174. (1) In this section, "re-organisation" means

(a) a court order made under section 204;

( b ) a court order approving a proposal for re-
organisation under section 288: or

(c) a court order that affects the rights among the
corporation, its shareholders and creditors.

(2) If a corporation is subject to an order referred to
in subsection (I), its articles may be amended by the order
to effect any change that might lawfully be made by an
amendment under section 161.

(3) If the court makes an order referred to in subsec-
tion ( I ) , the court may also

(a) authorise the issue of debentures of the corpora-
tion, whether or not convertible into shares of any class
or series or having attached any rights or options to
acquire shares of any class or series, and fix the terms
thereof; and

( 6 ) appoint directors in place or in addition to all
or any of the directors then in office.

(4) After an order referred to in subsection (1) has been
made, articles of re-organisation in the prescribed form must
be sent by the corporation to the Director together with the
documents required by sections 67 and 129, if applicable.

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 97

(5) Upon receipt of articles of re-organisation for a cor-
oration, the Director must issue a certificate of amendment
in accordance with section 327.

(6) A re-organisation of a corporation becomes effec-
tive on the date shown in the certificate of amendment and
its articles of incorporation are amended accordingly.

( 7 ) A shareholder of a corporation is not entitled to dis-
sent under section 191 if an amendment to the articles of
incorporation of the ~~rpora t ion is effected under this section.

I 75. ( 1 ) In this section, ' includes Arrangements.
(a) an amendment of the articles of a corporation;

(b) an amalgamation of two or more corporations;

( 6 ) a division of the businesses carried on by a
corporation;

(4 a transfer of all or substantially all the property
of a corporation to another body corporate in exchange
for property, money or securities of the body corporate;

(e) an exchange of securities held by security
holders of the corporation for property, money or other
securities of the corporation, or property, money or
securities of another body corporate;

Cf) a liquidation and dissolution of a corporation;
and

(g) any combination of the activities described in
paragraphs (a ) to 0.

( 2 ) For the purposes of this section a corporation is
insolvent when

(a) it is unable to pay its liabilities as they become
due, or

(b) the realisable value of the assets of the corpora-
tion are less than the aggregate of its liabilities and stated
capital of all classes.

LAWS OF ANTIGUA AND BARBUDA

98 CAP. 222) International Business Corporations

(3) Where it is not practicable for a corporation that
is not insolvent to effect a fundamental change in the nature
of an arrangement under any other provision of this Act,
the corporation may apply to the court for an approval of
an arrangement proposed by the corporation.

(4) In connection with an application under this sec-
tion, the court may make in any interim or final order it
thinks fit,

(a) an order determining the notice to be given to
any interested person or dispensing with notice to any
person other than the Registrar;

( b ) an order requiring a corporation, in such man-
ner as the court directs, to call, hold and conduct a
meeting of shareholders or debenture holders or holders
of options or rights to acquire shares in the corporation;

(c) an order permitting a shareholder to dissent
under section 191 ; or

(6) an order approving an arrangement as proposed
by the corporation or as amended in such manner as
the court may direct.

(5) An applicant under this section must give the Direc-
tor notice of the application; and the Director may appear
and be heard in person or by counsel.

(6) After an order referred to in paragraph (6) of subsec-
tion (4) has been made, articles of arrangement in the
prescribed form must be sent to the Director together with
the documents required by sections 74 and 129, if applicable.

EXISTING OFF-SHORE COMPANIES

Continuation as
corporation.

176. (1) Subject to subsection (2), an existing off-
shore company must, within one year after the commence-
ment of this Act or any extended period granted under sec-
tion 177, apply to the Director, by articles of continuance
in the prescribed form, set out in Schedule 11, for a certificate
of continuance under this Act.

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 99

(2 ) An existing off-shore company

( a ) that carries on an international banking, trust
or insurance business, or

(b) that contains the word "bank", "banking" or
any word or phrase suggesting that it is a bank or bank-
ing institution,

must, within six months after the commencement of this Act
or within any extended period granted under section 177,
apply under subsection ( 1 ) for continuance as a corporation
under this Act, unless within that period its corporate objects
have been altered to exclude therefrom the carrying on of
any international trade or business.

(3) For the purposes of this Act, an existing off-shore
company is a body corporate incorporated under the existing
Act before the commencement of this Act whose objects or
primary objects were or include the carrying on of an inter-
national trade or business from within or outside Antigua
and Barbuda.

177. ( 1 ) In any case of hardship the court may, upon Extended period.
the application of an existing off-shore company made within
the period prescribed under section 176 for it to apply for
a certificate of continuance, extend the period under sec-
tion 176 for a period not exceeding one year; and the court
may if it thinks fit give directions regarding any changes
necessary in the articles of continuance to remove any
oppressive or unfairly adverse effect upon any shareholder
or creditor of the existing off-shore company resulting from
the company's continuance as a corporation under this Act.

( 2 ) Notice of an application under subsection ( 1 ) must
be given to the Director and he may appear and be heard
on the application in person or by counsel.

178. Within the period referred to in section 176 any k~r",:::~,
amendments to or re~lacement of the comorate instruments
of an existing off-shore company must be made as nearly
as possible in accordance with this Act except an amend-
ment made to alter its objects in the manner described in
subsection ( 2 ) of section 176.

LAWS OF ANTIGUA AND BARBUDA

100 CAP. 222) International Business Corporations

Articles of
continuance. 179. (1) Articles of continuance may, without so

stating in the articles, effect any amendments to the corporate
instruments of an existing off-shore company if the amend-
ment is an amendment that a corporation incorporated under
this Act can make in its articles.

(2) Articles of continuance must be accompanied with
the documents required by sections 67 and 129.

( 3 ) A shareholder or member of an off-shore company
may not dissent under section 191 in respect of an amend-
ment made under subsection (1).

Certificate of
continuance. 180. Upon receipt of articles of continuance under

section 176, the Director may. and, if the a ~ ~ l i c a n t com- , , . .
plies with all reasonable requirements of the Director to have
the proposed continued corporation accord with the
requirements of this Act, the Director must, in accordance
with section 327, issue a certificate of continuance of the
existing off-shore company as a corporation continued under
this Act.

Non-continuance
effect.

181. When an existing off-shore company does not,
within the period prescribed therefor under section 176, or
as extended under section 177 in respect of the company,
apply to the Director for a certificate of continuance for the
company by an application that is sufficiently proper for the
Director to give effect to it, the off-shore company is dissolved
upon the expiration of the period prescribed for its con-
tinuance under section 176 or as extended under section 177.

CORPORATE MOBILITY

Continuing
imported 182. ( 1 ) A body corporate in another country may,
corporations. by articles of continuance in the prescribed form, set out

in Schedule 11, apply to the Director for a certificate of con-
tinuance under this Act.

4

(2) Articles of continuance may, without so stating in t
the articles, effect any amendments to the corporate ?
instruments of the body corporate that applies for continuance :
under subsection (I), if the amendment

i

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 101

(a) is not permitted under the law applicable to the
body corporate before continuance under this Act; and

(6) is an amendment a corporation incorporated
under this Act can make to its articles.

(3) Articles of continuance must be accompanied with
the documents required by sections 67 and 129.

183. ( I ) Upon receipt of articles of continuance, in Certjficate of
respect of a body corporate from another country under sec- Continuance.
tion 182, the Director may issue a certificate of continuance
in accordance with section 327.

( 2 ) O n the date that the body corporate is continued
as a corporation under this Act

(a) the body corporate becomes a corporation to
which this Act applies to the like extent as if it had been
incorporated under this Act;

(b) the articles of continuance are the articles of
incorporation of the continued corporation; and

(c) except for the purposes of subsection ( 1 ) of sec-
tion 64, the certificate of continuance is the certificate
of incorporation of the corporation.

184. Subject to section 185, a corporation may, if Application for
continuance.

it is authorised to do so under this section by the shareholders,
apply to the appropriate official or public body of that other
country requesting that the corporation be continued in that
other country as if it had been incorporated under the laws
of that country.

185. A corporation may not be continued as a body Conditions
corporate under the laws of another country unless those laws p"cedent,
provide in effect that

(a) the rights, assets and property of the corpora-
tion continue to be the property of the body corporate
after discontinuance under this Act;

(b) the body corporate continues to be liable for
the obligations of the corporation after discontinuance
under this Act;

LAWS OF ANTIGUA AND BARBUDA

102 CAP. 222) International Business Corporations

Import option.

(6) existing causes of action, claims and any liability
to prosecution are not affected by the continuance under
the laws of that other country;

(6) a civil, criminal or administrative action or pro-
ceeding pending by or against the corporation can be
continued to be prosecuted by or against the body cor-
porate after its discontinuance under this Act; and

(e) a conviction against, or ruling, order or judg-
ment in favour of or against, the corporation at the time
of continuance can be enforced by or against the body
corporate after its discontinuance under this Act.

186. ( 1 ) A body corporate of another country that
has applied and been approved for continuance as a cor-
poration under this Act may, upon payment of the annual
fee for the kind of international trade or business it intends
to carry on from within Antigua and Barbuda, request the
Director to hold up the continuance of the body corporate
under this Act until a trustee designated by the body cor-
porate notifies the Director that the body corporate wishes
to be continued under this Act.

( 2 ) A registration under subsection (1) may be held for
a period of one year from the date of its registration under
that section after which period the application for continuance
expires unless renewed for a further period of one year upon
payment of the registration fee.

(3) After three renewals of an application for con-
tinuance under subsection ( I ) , the body corporate must make
a new application under section 182.

(4) The instrument designating a trustee for the pur-
poses of subsection ( 1 ) must set out the manner in which
the trustee intends to notify the Director that the body cor-
porate wishes to be continued under this Act and when
notified in accordance with that instrument the Director must
issue a certificate of continuance of the body corporate as
a corporation continued under this Act with effect from the
day notice is received.

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 103

(5) When, after a body corporate has been continued
as a corporation under this section, the authorities of the
country from which the body corporate made application
for continuance under this Act request the Director to make
an investigation of the corporation and any of its affiliates
in accordance with Division B of Part V, the Director must
exercise his powers under that Division on behalf of the
authorities of that other country, subject to subsection (6).

(6) When the Director believes that a request under
subsection (5) is made without good cause, he may apply
to the court for directions regarding the exercise of his duty
under subsection (5).

(7) A notification from a designated trustee pursuant
to this section is conclusive proof of the fact of notification
and its date and that it was done in accordance with the
instrument of trust under which the trustee was designated.

187. (1) Where a corporation has made an applica- Export option.
tion under section 184 to the appropriate authorities of
another country for continuance as a body corporate of that
other country and has applied to have the application
registered and held up until a designated trustee notifies the
authorities of that other country that the corporation has
ceased to be a corporation under this Act, the corporation
may register that application and the instrument under which
the trustee is designated with the Director; and, upon the
payment of a registration fee in the amount prescribed under
section 186 for registration under that section, the Director
must register and stay the registration of the application to
cease to be a corporation under this Act until the option is
exercised.

(2) When the designated trustee notifies the authorities
in the other country in accordance with the instrument of
trust that the corporation has ceased to be a corporation under
this Act, the corporation ceases to be a corporation under
this Act with effect from the day immediately preceding the
day that the trustee notified the authorities in that other
country.

LAWS OF ANTIGUA AND BARBUDA

104 CAP. 222) International Business Corporations

e

( 3 ) The notification of the designated trustee given pur-
suant to subsection (2) is, for the purposes of section 327,
articles that conform to law.

EFFECT OF CONTINUATION

Preservation of
rights.

188. When a body corporate is continued as a cor-
poration under section 180, 183 or 186,

(a) the rights, assets and property of the body cor-
porate continue as the rights, assets and property of the
corporation;

(6) the corporation continues to be liable for the
obligations of the body corporate;

(c) existing causes of action, claims and any liability
to prosecution are not affected;

(4 a civil, criminal or administrative action or pro-
ceeding pending by or against the body corporate may
be continued to be prosecuted by or against the cor-
poration; and

(e) a conviction against or ruling, order or judg-
ment in favour of or against the body corporate existing
at the time of continuance may be enforced by or against
the corporation

Various shares. 189. (1) A share of a continued corporation issued
before it was continued under this Act is presumed to have
been issued in compliance with this Act and with the provi-
sions of the articles of continuance, irrespective of whether
the share is fully paid and irrespective of any designation
rights, privileges, restrictions or conditions attached to the
share, or set out on, or referred to in, the certificate represent-
ing the share; and continuance under this Act does not
deprive a shareholder of any right or privilege that he claims
under an issued share of the corporation, nor does it relieve
him of any liability in respect of an issued share of the
corporation.

(2) For the purposes of this section, "share" includes
an instrument issued pursuant to subsection (1) of section 35.

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 105

190. ( 1 ) Upon receipt of notice satisfactory to him discontinuance. Effect of
that a corporation that has made an application under sec-
tion 184 has been continued as a body corporate of the other
country, the Director must file the notice and issue a cer-
tificate of discontinuance in accordance with section 3 2 7 .

( 2 ) O n the date shown in the certificate of discon-
tinuance of a corporation, this Act ceases to apply to the
corporation as such.

( 3 ) The notice described in subsection ( 1 ) is, for the
purposes of section 3 2 7 , articles that conform to law.

DISSENTERS' RIGHTS AND OBLIGATIONS

191. (1) Subject to sections 1 7 4 and 2 0 4 , a ~ ~ ~ ~ ~ ~ ~ r ,
shareholder of any class of shares of a corporation may dis-
sent if the corporation resolves

( a ) to amend its articles under section 168 to add,
change or remove any restriction upon the international
trades or businesses that the corporation can carry on;

(6) to amalgamate with another corporation, other-
wise than under section 174 or 175; or

(c) to sell, lease or exchange all or substantially all
its property under section 125.

( 2 ) Subject to sections 174 and 204 , a shareholder of
any class of shares of a corporation may dissent if the cor-
poration is subject to an order of the court under section 177
permitting the shareholders to dissent.

( 3 ) The articles of a corporation may ~ rov ide that a
shareholder of any class or series of shares who is entitled
to vote under section 163 may dissent if the corporation
resolves to amend its articles in a manner described in that
section.

(4) In addition to any other right he has, but subject
to section 175 , a shareholder who complies with this section
is entitled, when the action approved by the resolution from
which he dissents or an order made under section 175
becomes effective, to be paid by the corporation the fair value

LAWS OF ANTIGUA AND BARBUDA

106 CAP. 222) International Business Corporations

of the shares held by him in respect of which he dissents;
and the fair value is to be determined as of the close of
business on the day before the resolution was adopted or
the order made.

(5) A dissenting shareholder may not claim under this
section except only with respect to all the shares of a class
or series.

(6) A dissenting shareholder must send to the corpora-
tion, at or before any meeting of shareholders of the cor-
poration at which a resolution referred to in subsection ( 1 )
or (3) is to be voted on, a written dissent from the resolu-
tion, unless the corporation did not give notice to the
shareholder of the purpose of the meeting and of his right
to dissent.

(7) When a shareholder of a corporation has dissented
pursuant to subsection ( 6 ) to a resolution referred to in
subsection ( 1 ) or (3), the corporation must, within ten days
after the shareholders of the corporation adopt the resolu-
tion, send to the shareholder notice that the resolution has
been adopted; but the notice need not be sent to the
shareholder if he has voted for the resolution or has withdrawn
his dissent.

Demand for
payment. 192. ( 1 ) A dissenting shareholder must, within

twenty days after he receives a notice under subsection (7)
of section 191 or, if he does not receive that notice, within
twenty days after he learns that a resolution under that sec-
tion has been adopted, send to the corporation a written
notice containing

( a ) his name and address;

( b ) the number and class or series of shares in
respect of which he dissents; and

(c) a demand for payment of the fair value of the
shares.

(2) A dissenting shareholder must, within thirty days
after sending a notice under subsection ( I ) , send the cer-
tificates representing the shares in respect of which he dissents
to the corporation or its transfer agent.

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 107

(3 ) A dissenting shareholder who fails to comply with
subsection (2) has no right to make a claim under this section.

(4) A corporation or its transfer agent must endorse on
any share certificate received by it under subsection (2) a
notice that the holder of the share is a dissenting shareholder
under this section and forthwith return the share certificate
to the dissenting shareholder.

193. After sending a notice under section 192, a Suspension of
rights.

dissenting shareholder ceases to have any rights as a
shareholder, other than the right to be paid the fair value
of his shares as determined under this section unless

(a) the dissenting shareholder withdraws his notice
before the corporation makes an offer under section 194;

( b ) the corporation fails to make an offer in accord-
ance with section 194 and the dissenting shareholder
withdraws his notice; or

(G) the directors, as the circumstances require,

(i) revoke the resolution to amend the articles of
the corporation;

(ii) under subsection (6) of section 169, terminate
the amalgamation agreement; or

(iii) under subsection (7) of section 125, abandon
the sale, lease or exchange of property;

in which case his rights as a shareholder are reinstated as
of the date the notice mentioned in section 192 was sent.

194. (1) A corporation must, not later than seven offer to pay for
share.

days after the day on which the action approved by the resolu-
tion is effective or the day the corporation received the notice
referred to in section 192, whichever is the later date, send
to each dissenting shareholder who has sent such a notice

(a) a written offer to pay for his shares in an
amount considered by the directors of the corporation
to be the fair value of those shares, which must be
accompanied with a statement showing how the fair
value was determined; or

LAWS OF ANTIGUA AND BARBUDA

CAP. 222) International Business Corporations

(6 ) if subsection (3) of section 199 applies, a
notification that it is unable lawfully to pay dissenting
shareholders for their shares.

(2) Every offer made under subsection ( 1 ) for shares
of the same class or series must be on the same terms.

(3) Su-bject to section 196, a corporation must pay for
the shares of a dissenting shareholder within ten days after
an offer made under subsection (1) has been accepted; but
the offer lapses if the corporation does not receive an accep-
tance of the offer within thirty days after it has been made.

Application to
Court. 195. ( 1 ) If a corporation fails to make an offer under

subsection (1) of section 194, or if a dissenting shareholder
fails to accept the offer made by the corporation, the cor-
poration may, within fifty days after the action approved
by the resolution is effective, apply to the court to fix a fair
value for the shares of any dissenting shareholders.

(2) If a corporation fails to apply to the court in the
circumstances described in subsection ( l ) , a dissenting
shareholder may, within a further period of twenty days,
apply to the court to fix a fair value for the shares of any
dissenting shareholders.

Joined parties. 196. Upon an application to the court under
section 195,

(a) all dissenting shareholders whose shares have
not been purchased by the corporation are to be joined
as parties and are bound by the decision of the court; and

(6) the corporation must notify each affected dissen-
ting shareholder of the date, place and consequences
of the application and of his right to appear and be heard
in person or by counsel.

court powers. 197. (1) Upon an application to the court under
section 191, the court may determine whether any other per-
son is a dissenting shareholder who should be joined as a
party; and the court must then fix a fair value for the shares
of all dissenting shareholders.

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International Business Corporations (CAP. 222 109

(2) The court may appoint one or more appraisers to
assist the court to fix a fair value for the shares of the dissent-
ing shareholders.

( 3 ) The final order of the court must be made against
the corporation in favour of each dissenting shareholder of
the corporation and for the amount of the shares of the dissen-
ting shareholder as fixed by the court.

198. The court may allow a reasonable rate of interest Interest.
on the amount payable to each dissenting shareholder from
the date the action approved by the resolution is effective
until the date of payment by the corporation.

199. (1) If subsection ( 3 ) applies, the corporation Recourse of
dissenting

must, within ten days after the making of an order under shareholder.
subsection ( 3 ) of section 197, notify each dissenting
shareholder that it is unable lawfully to pay dissenting
shareholders for their shares.

(2) If subsection ( 3 ) applies, a dissenting shareholder,
by written notice delivered to the corporation within thirty
days after receiving a notice under subsection (I),

(a) may withdraw his notice of dissent, in which
case the corporation consents to the withdrawal and the
shareholder is reinstated to his full rights as a
shareholder; or

( b ) may retain a status as a claimant against the
corporation entitled to be paid as soon as the corpora-
tion is lawfully able to do so or, in a liquidation, to
be ranked subordinate to the rights of creditors of the
corporation but in priority to the corporation's
shareholders.

( 3 ) A corporation shall not make a payment to a dissen-
ting shareholder under section 194 if there are reasonable
grounds for believing that

(a) the corporation is or would, after the payment,
be unable to pay its liabilities as they become due; or

( b ) the realisable value of the corporation's assets
would thereby be less than the aggregate of its liabilities.

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110 CAP. 222) International Business Corporations

Definitions.

DIVISION J: CIVIL REMEDIES

200. Iil this Part,
(a) "action" means an action under this Act;

( 6 ) "complainant" means, in relation to a
corporation,

(i) a security holder, or a former holder of a
security of the corporation or any of its
affiliates;

(ii) a director or an officer or former director or
officer of the corporation or any of its affiliates;

(iii) the Director; or

(iv) any other person who, in the discretion of the
court, is a proper person to make an applica-
tion under this Part.

DERIVATIVE ACTIONS

Derivative
actions.

201. Subject to section 202, a complainant may, for
the purpose of prosecuting, defending or discontinuing an
action on behalf of a corporation, apply to the court for leave
to bring an action in the name and on behalf of the corpora-
tion or any of its subsidiaries, or intervene in an action to
which any such corporation or any of its subsidiaries is a
party.

Preliminary
requirements. 202. NO action may be brought and no intervention

in an action may be made under section 201 unless the court
is satisfied

(a) that the complainant has given reasonable
notice to the directors of the corporation or its subsidiary
of his intention to apply to the court under section 201
if the directors of the corporation or its subsidiary do
not bring, diligently prosecute or defend or discontinue
the action;

(6) that the complainant is acting in good faith; and

(c) that it appears to be in the interests of the cor-
poration or its subsidiary that the action be brought,
prosecuted, defended or discontinued.

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International Business Corporations (CAP. 222 111

203. In connection with an action brought Or Court powers.
intervened in under section 201, the court may at any time
make any order it thinks fit including, without limiting the
generality of the foregoing,

(a ) an order authorising the complainant, the
Director or any other person to control the conduct of
the action;

( b ) an order giving directions for the conduct of
the action;

(c) an order directing that any amount adjudged
payable by a defendant in the action be paid, in whole
or in part, directly to former and present shareholders
or debenture holders of the corporation or its subsidiary
instead of to the corporation or its subsidiary; or

(6) an order requiring the corporation or its sub-
sidiary to pay reasonable legal fees incurred by the corn-
plainant in connection with the action.

RESTRAINING OPPRESSION

204. (1) A complainant may apply to the court for opprfssion
an order under this section. restramed.

(2) If, upon an application under subsection (I), the
court is satisfied that in respect of a corporation or any of
its affiliates,

( a ) any act or omission of the corporation or any
of its affiliates effects a result,

(b ) the business or affairs of the corporation or any
of its affiliates are or have been carried on or conducted
in a manner, or

(c) the powers of the directors of the corporation
or any of its affiliates are or have been exercised in a
manner,

that is oppressive or unfairly prejudicial to or that unfairly
disregards the interests of any shareholder or debenture
holder, creditor, director or officer of the corporation, the
court may make an order to rectify the matters complained of.

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112 CAP. 222) International Business Corporations

(3) In connection with an application under this sec-
tion, the court may make any interim or final order it thinks
fit, including without limiting the generality of the foregoing,

(a) an order restraining the conduct complained of;

( b ) an order appointing a receiver or
receiver-manager;

(c) an order to regulate a corporation's affairs by
amending its articles or by-laws or creating or arnend-
ing a unanimous shareholder agreement;

(.d) an order directing an issue or exchange of
securities;

( e ) an order appointing directors in place of or in
addition to all or any of the directors then in office;

(f) an order directing a corporation, subject to
subsection ( 6 ) , or any other person, to purchase shares
or debentures of a holder thereof;

(g) an order directing a corporation, subject to
subsection (€9, or any other person, to pay to a security
holder any part of the moneys paid by him for his
securities;

(h ) an order varying or setting aside a transaction
or contract to which a corporation is a party and com-
pensating the corporation or any other party to the tran-
saction or contract;

(9 an order requiring a corporation, within a time
specified by the court, to produce to the court or an
interested person financial statements in the form
required by section 142 or an accounting in such other
form as the court may determine;

@ an order compensating an aggrieved person;

(k) an order directing rectification of the registers
or other records of a corporation under section 207;

( I ) an order liquidating and dissolving the corpora-
tion; or

(m) an order requiring the trial of any issue.

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International Business Corporations (CAP. 222 113

(4) If an order made under this section directs the
amendment of the articles or by-laws of a corporation,

(a) the directors must forthwith comply with
subsection (4) of section 174; and

(6) no other amendment to the articles or by-laws
may be made without the consent of the court, until
the court otherwise orders.

(5) A shareholder is not entitled under section 191 to
dissent if an amendment to the articles is effected under this
section.

(6) A corporation shall not make a payment to a
shareholder under paragraph V) or (g) of subsection (3) if
there are reasonable grounds for believing that

(a) the corporation is unable or would, after that
payment, be unable to pay its liabilities as they become
due, or

(6) the realisable value of the corporation's assets
would thereby be less than the aggregate of its liabilities.

(7) An applicant under this section may apply in the
alternative for an order under section 301.

205. (1) An application made or an action brought Staying action.
or intervened in under this Part may not be stayed or
dismissed by reason only that it is shown that an alleged
breach of a right or duty owed to the corporation or its sub-
sidiary has been or might be approved by the shareholders
of the corporation or its subsidiary; but evidence of approval
by the shareholders may be taken into account by the court
in making an order under section 203, 204 or 301.

(2) An application made or an action brought or
intervened in under this Part may not be stayed, discon-
tinued, settled or dismissed for want of prosecution without
the approval of the court given upon such terms as the court
thinks fit; and, if the court determines that the interests of
any complainant could be substantially affected by the stay,
discontinuance, settlement or dismissal, the court may order

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114 CAP. 222) International Business Corporations

any party to the application or action to give notice to the
complainant.

Interim costs. 206. In an application made or an action brought
or intervened in under this Part, the court may at any time
order the corporation or its subsidiary to pay to the com-
plainant interim costs, including legal fees and disbursements;
but the complainant may be held accountable for those
interim costs upon the final disposition of the application
or action.

Rectification of
records. 207. (1) If the name of a person is alleged to be or

to have been wrongly entered or retained in, or wrongly
deleted or omitted from, the registers or other records of
a corporation, the corporation, a security holder of the cor-
poration or any aggrieved person may apply to the court
for an order that the registers or records of the corporation
be rectified.

(2) An applicant under this section must give the Direc-
tor notice of the application; and the Director is entitled to
appear and be heard in person or by counsel.

(3) In connection with an application under this sec-
tion, the court may make any order it thinks fit including,
without limiting the generality of the foregoing,

(a) an order requiring the registers or other records
of the corporation to be rectified;

(b) an order restraining the corporation from call-
ing or holding a meeting of shareholders or paying a
dividend before that rectification;

(c) an order determining the right of a party to the
proceedings to have his name entered or retained in,
or deleted or omitted from, the registers or records of
the corporation, whether the issue arises between two
or more security holders or alleged security holders, or
between the corporation and any security holders or
alleged security holders; and

(d) an order compensating a party who has incur-
red a loss.

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International Business Corporations (CAP. 222 115

OTHER REMEDIAL ACTIONS

208. The Director may apply to the court for direc- Directions for
Director. tions in respect of any matter concerning his duties under

this Act; and on the application the court may give such
directions and make such further order as it thinks fit.

209. (1) When the Director refuses to file any articles Refusal by
Director.

or other documents rquired by this Act to be filed by him
before the articles or other documents become effective, the
Director must,

(a) within sixty days after the receipt thereof by
him or sixty days after he receives any approval required
under any other Act, whichever is the later date, and,

(b) after giving the person who sent the articles or
document an opportunity to be heard,

give written notice of the refusal to that person together with
the reasons for the refusal.

(2) If the Director does not file or give written notice
of his refusal to file any articles or document within the time
limited therefor in subsection (I), then, for the purposes of
section 210, the Director has refused to file the articles or
document.

210. A person who feels aggrieved by a decision of Appeal from
Director.

the Director may apply to the court for an order requi r in~
the Director to c h i g ; his decision; and upon the applical
tion the court may so order and make any further order it
thinks fit.

2 1. If a corporation or any director, officer, Restraining
order, etc.

employee, agent, auditor, trustee, receiver, receiver-manager
or liquidator of a Corporation does not comply with this Act,
the regulations, articles, by-laws, or any unanimous
shareholder agreement of the corporation, a complainant or
creditor of the corporation may, in addition to any other
right he has, apply to the court for an order directing any
such person to comply with, or restraining any such person
from acting in breach of, any provisions of this Act, the
regulations, articles, by-laws or unanimous shareholder agree-
ment, as the case may be.

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116 CAP. 222) International Business Corporations

Summary
application. 212. Where this Act states that a person may apply

to the court, the application may be made in a summary
manner by summo~s or by such other manner as may bk
provided by the rules of court, but subject to any order
respecting notice to interested parties or to costs, or any other
order the court thinks fit.

PART I1

CREDITOR PROTECTION

Disqualified
receivers. 213. (1) A person may not be appointed a receiver

or receiver-manager of any assets of a corporation, and may
not act as such a receiver or receiver-manager, if the person

( a ) is a body corporate, or

( b ) is an undischarged bankrupt.

(2) If a person who was appointed to be a receiver or
receiver-manager becomes disqualified under subsection (1)
or under any provision contained in a debt obligation or trust
deed, another person may be appointed in his place by the
persons who are entitled to make the appointment or by the
court; but a receivership is not terminated or interrupted
by the occurrence of the disqualification.

(3) This section applies to a person appointed to be a
receiver or receiver-manager whether so appointed before
or after the commencement of this Act.

Functions of
receivers.

214. A receiver of any property of a corporation,
may, subject to the rights of the secured creditors, receive
the income from the property, pay the liabilities connected
with the property, and realise the security interest of those
on behalf of whom he is appointed; but, except to the extent
permitted by the court, he may not carry on the business
of the corporation.

Functions of
receiver- 2 15. A receiver of a corporation may, if he is also
managers. appointed manager of the corporation, carry on any business

of the corporation to protect the security interest of those
on behalf of whom he is appointed.

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International Business Corporations (CAP. 222 117

216. When a receiver-manager of a corporation is Directors' powers
stopped.

appointed by the court or under an instrument, the powers
of the directors of the corporation that the receiver-manager
is authorised to exercise may not be exercised by the direc-
tors until the receiver-manager is discharged.

2 17. A receiver or receiver-manager of a corpora- D U ~ Y under court
direction.

tion appointed by the court must- act in accordance with the
directions of the court.

2 18. A receiver or receiver-manager of a corpora- Duty under
~nstrument.

tion appointed under an instrument must act in accordance
with that instrument and any directions of the cqurt made
under section 220. \,

219. A receiver or receiver-manager of a corpora- D U ~ Y of care-
tion must

(a) act honestly and in good faith; and

(6) deal with any property of the corporation in
his possession or control in a commercially reasonable
manner.

220. Upon an application by a receiver or receiver- Directions by
court.

manager of a corporation, whether appointed by the court
or under an instrument, or upon an application by any
interested person, the court may make any order it thinks
fit, including,

(a) an order appointing, replacing or discharging
a receiver or receiver-manager and approving his
accounts;

(6) an order determining the notice to be given to
any person, or dispensing with notice to any person;

(c) an order declaring the rights of persons before
the court or otherwise, or directing any person to do
or abstain from doing anything;

(4. an order fixing the remuneration of the receiver
or receiver-manager;

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118 CAP. 222) International Business Corporations

(e) an order requiring the receiver or receiver-
manager, or a person by or on behalf of whom he is
appointed,

(i) to make good any default in connection with
the receiver's or receiver-manager's custody
or management of the property and business
of the corporation,

(ii) to relieve any such person from any default
on such terms as the court thinks fit, and

(iii) to confirm any act of the receiver or
receiver-manager;

and

(f) an order giving direction on any matter relating
to the duties of the receiver or receiver-manager.

Duties of
receivers, etc. 221. A receiver or receiver-manager of a corpora-

tion must

(a) immediately give notice of his appointment to
the Director, and of his discharge;

(6 ) take into his custody and control the property
of the corporation in accordance with the court order
or instrument under which he is appointed;

(c) open and maintain a bank account in his name
as receiver or receiver-manager of the corporation for
the moneys of the corporation coming under his control;

(4 keep detailed accounts of all transactions car-
ried out by him as receiver or receiver-manager;

(e ) keep accounts of his administration, which must
be available during usual business hours for inspection
by the directors of the corporation;

Cf) prepare financial statements of his administra-
tion at such intervals and in such form as are prescribed;

(g) upon completion of his duties, render a final
account of his administration in the form adopted for
interim accounts under paragraph Cf); and

( h ) file with the Director a copy of any financial
statement mentioned in paragraph Cf) and any final
account mentioned in paragraph Cg) within fifteen days

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International Business Corporations (CAP. 222 119

of the preparation of the financial statement or render-
ing of the final account, as the circumstances require.

222. ( 1 ) A receiver of assets of a corporation
appointed with powers contained in any instrument

( a ) is personally liable on any contract entered into
by him in the performance of his functions, except to
the extent that the contract otherwise provides, and

(b) is entitled in respect of that liability to an
indemnity out of the assets of which he was appointed
receiver;

but nothing in this subsection limits any right to an indem-
nity that he would have, apart from this subsection, or limits
his liability on contracts entered into without authority, or
confers any right to indemnity in respect of that liability.

(2) When the purported appointment of a receiver out
of court is invalid because the charge under which the
appointment purported to be made is invalid or because,
in the circumstances of the case, the power of appointment
under the charge was not exercisable or not wholly exer-
cisable, the court may, on application being made to it,

( a ) wholly or to such extent as it thinks fit, exempt
the receiver from personal liability in respect of anything
done or omitted to be done by him that, if the appoint-
ment had been valid, would have been properly done
or omitted to be done; and

( 6 ) order that the person by whom the purported
appointment was made, be personally liable to the extent
to which that relief has been granted.

(3) Subsection ( 1 ) applies to a receiver appointed before
or after the commencement of this Act, but does not apply
to contracts entered into before the commencement of this
Act.

223. Where a receiver or a receiver-manager of any Notice receivership. of
assets of a corporation has been appointed for the benefit
of holders of debt obligations of the corporation, every
invoice, order of goods or business letter issued by or on
behalf of the corporation or the receiver, being a document

I-%\VS OF ANTIGUA AND BARBUDA

120 CAP. 222) International Business Corporation

on or in which the name of the corporation appears, must
contain a notice that a receiver or a receiver-manager has
been appointed.

Statement of
affairs. 224. (1) Where a receiver of the whole, or substan-

tially the whole, of the assets of a corporation, in this sec-
tion and section 225 referred to as the "receiver", is
appointed under powers contained in a trust deed, for the
benefit of the holders of any debt obligations of the corpora-
tion secured by a general floating charge, then, subject to
this section and section 225,

(a) the receiver shall forthwith send notice to the
corporation of his appointment;

(b) within fourteen days after receipt of the notice
by the corporation, or such longer period as may be
allowed by the receiver, there shall be made out by the
corporation and submitted to the receiver a statement
in accordance with section 225 as to the affairs of the
corporation;

(c) the receiver shall, within two months after
receipt of the statement, send

(i) to the Director and, if the receiver was
appointed by the court, to the court, a copy
of the statement and of any comments he sees
fit to make thereon, and, in the case of the
Director, also a summary of the statement and
any comments, thereon;

(ii) to the corporation, a copy of those comments
or, if the receiver does not see fit to make any
comments, a notice to that effect;

(iii) to the trustee of the trust deed, a copy of the
statement and those comments, if any; and

(iv) to the holders of all debt obligations belong-
ing to the same class as the debt obligations
in respect of which he was appointed, a copy
of that summary.

(2) The receiver shall,

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International Business Corporations (CAP. 222 121

( a ) within two months or such longer period as the
court may allow, after the expiration of the period of
twelve months from the date of his appointment and
after every subsequent period of twe!ve months, and

( 6 ) within two months or such longer period as the
court may allow after he ceases to act as receiver of the
assets of the corporation,

send to the Director, to the trustee of the trust deed, and
to the holders of all debt obligations belonging to the same
class as the debt obligations in respect of which the receiver
was appointed, an abstract in a form approved by the
Director.

(3) The abstract must show

(a ) the receiver's receipts and payments during the
period of twelve months or, if the receiver ceases so to
act, during the period from the end of the period to
which the last preceding abstract related up to the date
of his so ceasing to act, and

( b ) the aggregate amounts of his receipts and of
his payments during all preceding periods since his
appointment.

(4) Subsection ( 1 ) does not apply in relation to the
appointment of a receiver to act with an existing receiver,
or in place of a receiver who dies or ceases to act, except
that, where that subsection applies to a receiver who dies
or ceases to act before the subsection has been fully com-
plied with, the references in paragraphs ( b ) and (c) of that
subsection to the receiver include, subject to subsection (5),
references to his successor and to any continuing receiver.

(5) If the corporation is being liquidated, this section
and section 225 apply notwithstanding that the receiver and
the liquidator are the same person, but with any necessary
modifications arising from that fact.

(6) Nothing in subsection (2) affects the duty of the
receiver to render proper accounts of his receipts and
payments to the persons to whom, and at the times that,
he is required to do so apart from that subsection.

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122 CAP. 222) International Business Corporations

Contents of
statement. 225. (1) The statement as to the affairs of a corpora-

tion required by section 224 to be submitted to the receiver
or his successor must show, as of the date of the receiver's
appointment,

( a ) the particulars of the corporation's assets, debts
and liabilities,

( b ) the names, addresses and occupations of the
corporation's creditors,

(c ) the security interests held by the corporation's
creditors respectively,

(d) the dates when the security interests were
respectively created, and

( e ) such further or other information as is
prescribed.

(2) The state of affairs of the corporation must be sub-
mitted by, and be verified by, the signed declaration of at
least one person who is, at the date of the receiver's appoint-
ment, a director, and by the secretary of the corporation
at that date, or by such of the persons, hereafter in this subsec-
tion mentioned, as the receiver or his successor, subject to
the direction of the Director, may require to submit and verify
the statement, namely: persons who

( a ) are or have been officers of the corporation;

( b ) have taken part in the formation of the cor-
poration at any time within one year before the date
of the receiver's appointment;

(c ) are in the employment of the corporation, or
have been in the employment of the corporation within
that year and, in the opinion of the receiver, are capable
of giving the information required; or

(4 are or have been within that year officers of
or in the employment of an affiliated corporation.

(3) Any person making or verifying the statement of
affairs of a corporation or any part of it must be allowed
and paid by the receiver or his successor out of the receiver's
receipts, such costs and expenses incurred in and about the

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 123

making or verifying of the statement as the receiver or his
successor considers reasonable, subject to an appeal to the
court.

PART I11

REGULATION OF INTERNATIONAL BUSINESSES

DIVISION A: LICENSING REQUIREMENTS

226. Hereinafter in this Act, Definitions.
(a) "advisory committee" means a committee

established under Part V to assist the appropriate official
in carrying out his duties under this Act;

(6) "appropriate official" means, as the cir-
cumstances require,

(i) in relation to international banking and trust
business, the Supervisor;

(ii) in relation to international insurance business,
the Superintendent; and

(iii) in relation to all other international trades or
businesses, an official designated by the
Minister for the purpose;

(c) "licensee" means a corporation that holds a
subsisting licence required under this Part;

(d) "Superintendent" refers to the Superintendent
of Insurance;

(e) "Supervisor" refers to the Supervisor of Bank-
ing and Trust Corporations.

227. (1) Notwithstanding section 9, no certificate of :;:,":?
incorporation may be issued in respect of a corporation whose
articles of incorporation do not provide that the corporation
is restricted from carrying on any international banking, trust
or insurance business unless a tentative licence under this
Part has been issued in respect of the proposed corporation.

(2) No licence shall be required under this Part with
respect to any international trade or business other than
international banking, trust or insurance business.

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124 CAP. 222) International Business Corporations

(3) A corporation shall not carry on, within Antigua
and Barbuda, any business activity that is not necessary or
incidental to the international trade or business for which
it is licensed under this Part.

(4) In this section "business activity'' means any trade,
business, venture or concern for profit or gain.

Tentative
proposal. 228. (1) A person who intends to incorporate a cor-

poration under this Act to carry on an international bank-
ing, trust or insurance business may, on behalf of the intended
corporation, submit to the Superintendent or Supervisor,
or to both, as the circumstances require, a pre-incorporation
application for a tentative licence on behalf of the intended
corporation, in the prescribed form.

(2) O n payment of the fee determined under this Part,
the appropriate official may issue a tentative licence for the
intended corporation subject to such conditions as the
appropriate official considers necessary to ensure compliance
with this Act.

(3) The appropriate official may revoke a tentative
licence if, after the incorporation of the corporation for which
it was issued, a condition of the licence has not been com-
plied with; but if the conditions have been complied with
the appropriate official must issue an ordinary licence under
section 230 for that corporation.

Incorporation
upon licence. 229. Section 9 applies when a tentative licence has

been issued under section 228 in respect of any banking,
trust or insurance business that a proposed corporation
intends to carry on.

Entitlement to
licence.

230. (1) The appropriate official must, upon an
application made to him, issue an applicant, as the case

A - A
requires, with a licence or tentative licence to carry on from
within and outside Antigua and Barbuda any international
trade or business for which it applies, if, after such investiga-
tion and inquiries as he is required to make pursuant to this
Part, the appropriate official has no reason to believe that
it would be contrary to the public interest to do so and the
initial fee for the first year, as determined under this Part,
has been received with the application.

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International Business Corporations (CAP. 222 125

(2) If the appropriate official refuses to issue a licence
to a corporation on the grounds that it would be contrary
to public policy to do so, his decision may be appealed within
thirty days of the refusal to a judge of the court in chambers,
whose decision thereon is final.

23 1. (1) An application for a licence to carry on an Formalities.
international trade or business must

(a) give details of the applicant corporation or
intended corporation for which the application is made;

( 6 ) give the names and addresses of the directors
or proposed directors of the applicant corporation or
intended corporation, as the case requires;

(c) give particulars of all the international trades
or businesses it is proposed that the corporation or
intended corporation will carry on from within Antigua
and Barbuda and elsewhere;

(d) give the names of any shareholders or
subscribers for shares of the corporation or intended cor-
poration for which the application is being made, and
the number of shares held or to be held by each; and

(e) provide such other information of a financial
or other nature as the appropriate official may require
either generally or in each case.

(2) An application for a licence must be accompanied
with the initial fee, as determined under this Part, for each
trade or business that the applicant corporation or intended
corporation wishes to carry on.

232. (I) On receipt of an application for a licence f;z+:n of
under this Part, the appropriate official may cause such

A -

investigations and inquiries to be made of the applicant cor-
poration, its directors and officers or proposed directors and
officers, its financial circumstances, and of such of its affiliates
or associates as he considers required in the public interest;
and when the application is made for an intended corpora-
tion, the appropriate official may make such like investiga-
tions and inquiries of the proposed directors, shareholders
and the promoters of the intended corporation.

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126 CAP. 222) International Business Corporations

( 2 ) In particular, but without limiting the generality
of subsection (I), the appropriate official may, in respect of
the applicant corporation or intended corporation for which
the application is being made, require an examination to
be made of

( a ) the financial status and history of the applicant
corporation and any of its directors, affiliates and
associates or of the applicant and any proposed affiliates
and associates of the intended corporation;

(6 ) the character and experience of the directors
or proposed directors of the corporation or intended cor-
poration, as the case requires;

(c) the adequacy of its capital for the purpose of
the trade or business it intends to carry on;

(d) the needs of the public or persons it intends
to serve, and

(e ) its earnings prospects and its prospects as an
employer within Antigua and Barbuda.

Duty to issue or
refuse.

233. (1) The appropriate official must issue or refuse
a licence under this Part to an applicant

(a) within three months of the receipt of the
application, or

(6) if additional information is required by the
appropriate official, within fourteen days of the receipt
by him of the additional information.

( 2 ) In reviewing an application for a licence under this
Part, the appropriate official may consult with his advisory
committee; and he may be advised by that body regarding
the public interests in respect of the licence application.

(3) When the appropriate official is of the opinion that
it is in the public interest to do so, he may issue a licence
to an applicant subject to such terms and conditions as are
required in respect of the particular international trades or
businesses for which licences are issued to an applicant.

Refusal of
licence.

234. (1) When the appropriate official refuses a
licence under this Part, he must inform the applicant of the

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 127

grounds for his refusal, but he need not give the reasons
on which the grounds were determined.

(2) If the appropriate official states that the refusal is
in the public interest, he need give no other grounds for his
refusal.

235. (1) A licence issued under this Part is subject of
to such terms and conditions as are set out in the licence,
and remains valid until revoked pursuant to this Part; but
it is a condition of the licence that an annual fee be paid
in the amount determined under this Part and at the
prescribed time in respect of each trade or business to which
the licence relates.

( 2 ) It is also a condition of a licence issued under this
Part that the licensee under the licence will notify the
appropriate official and the Director of the' creation by it
of any subsidiary within or outside Antigua and Barbuda,
and of the establishment by it of any business places outside
Antigua and Barbuda.

236. (1) The appropriate official may revoke the Revocation of
licence.

licence of a licensee, if he

( a ) does not commence the licensed activity within
six months after the issuance of the licence;

( b ) contravenes a condition of the licence;

(c) commits an offence under this Act; or

(6) ceases to carry on the international trade or
business for which the licence was issued.

( 2 ) When the appropriate official intends to revoke a
licence of a licensee, the appropriate official must give notice
in writing to the licensee of his intention and give the licensee
a reasonable opportunity to show cause why the licence should
not be revoked.

(3) When a licence is revoked, the appropriate official
must give to the licensee concerned notice in writing of the
revocation of the licence and the reasons therefor.

LAW OF ANTIGUA AND BARBUDA

Appeal from
revocation.

Stated capital
requirements.

Nature of its
business.
Cap. 40.

Banking
activities.

CAP. 222) International Business Corporations

237. (1) A licensee aggrieved by the revocation of
its licence by the appropriate official may, within thirty days
of the giving of the written notice of its revocation, appeal
the revocation to a judge of the court in chambers, whose
decision thereon is final.

(2) Pending an appeal under subsection (1) of the
revocation of a licence, the appropriate official may suspend
the licence until the appeal is determined; and during such
suspension the licensee shall not carry on the trade or business
for which the licence was issued.

(3) When the appropriate official revokes a licence and
there is no appeal therefrom, or if there is an appeal and
the appeal is disallowed, the notice of the revocation of the
licence must be published by the appropriate official in the
Gazette and in a newspaper published in Antigua and
Barbuda; and the appropriate official may give notice of the
revocation also in any country in which he considers it
desirable to do so in the public interest of Antigua and
Barbuda.

DIVISION B: INTERNATIONAL BANKING BUSINESS

BANKING BUSINESS

238. (1) A banking corporation, that is to say, a cor-
poration that is licensed to carry on an international bank-
ing business solely or together with any other international
trade or business, shall, as a condition of that licence, main-
tain a stated capital account in any currency in a minimum
amount that is equal to or greater than one million United
States dollars.

239. A banking corporation is not subject to any
reserve requirements under the Banking Act, nor is it sub-
ject to the licensing requirement or other requirements of
that Act in other respects.

240. A banking corporation may engage in any
generally acceptable banking activities from within Antigua
and Barbuda and elsewhere, but it shall not knowingly accept
deposits in the legal tender of a country of the Caricom
region.

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International Business Corporations (CAP. 222 129

241. The accounts maintained by a banking corpora- Identifying
tion for its customers may be identified in any manner, but accounts.
a record of the account that identifies the beneficial interests
in the account must be maintained by the corporation.

242. ( 1 ) Subject to section 244, a banking corpora- Reporting.
tion must, as a condition of its licence under this Part, sub-
mit to the appropriate official:

(a) a quarterly return providing an analysis of
customers' liabilities to the corporation in respect of loan,
advances and other assets of the corporation, and a state-
ment of assets and liabilities, which return shall be sub-
mitted not later than twenty-one days after the end of
the quarter to which it relates; and

( 6 ) such other returns as the appropriate official
requires, which shall be submitted within such period
and in such manner as he directs.

( 2 ) The returns under subsection ( 1 ) must be in a
prescribed form or in a form approved by the appropriate
official.

243. Subject to section 244, the Supervisor may Additional
information.

require a banking corporation to submit to him such addi-
tional information and returns as the Supervisor considers
necessary for the proper understanding of any statement or
return received under section 242; and the corporation shall
submit the required additional information and returns within
such time and in such manner as are prescribed.

244. ( 1 ) Subject to an express agreement between Confidential
matters

a banking corporation and a customer of the corporation, protected.
no person shall disclose any information relating to the
business affairs of the customer that he has acquired as an
officer, employee, agent, auditor, solicitor of the banking
corporation, or otherwise in the performance of his duties
or the exercise of his functions under this Act, except in the
performance or exercise of those duties or functions or pur-
suant to an order of a court of competent jurisdiction in
Antigua and Barbuda.

LAWS OF ANTIGUA AND BARBUDA

130 CAP. 222) International Business Corporations

(2) No person shall enquire as to any matters covered
under subsection (1) except in the performance of his duties
under this Act.

(3) No statement, return or information submitted
under section 242 or 243 may be required with respect to
the affairs of any particular customer of a banking corpora-
tion: and the Supervisor must protect those statements,
returns and information as confidential.

(4) Nothing in this Act impairs the duty of a bank to
protect the confidentiality of the business affairs of its
customers.

(5) No court order shall be issued under subsection (1)
except in connection with an investigation authorized under
this Act or in connection with the giving of evidence for the
purpose of or in the course of the trial of any person in respect
of an alleged criminal offence triable within Antigua and
Barbuda or which would have been so triable if it had been
committed within Antigua and Barbuda.

Published
statements.

Stated capital
requirements.

245. The appropriate official must prepare and, at
the cost of the banking corporations concerned, have publish-
ed in the Gazette consolidated statements aggregating the
figures in the quarterly returns received under section 242.

DIVISION C: INTERNATIONAL TRUST BUSINESS

246. A trust corporation, that is to say, a corpora-
tion that is licensed to carry on an international trust business
solely or together with any other international trade or
business, shall as a condition of that licence, maintain a stated
capital account in any currency in a minimum amount equal
to or greater than five hundred thousand United States
dollars.

Powers, etc. 247. A trust corporation has all the powers, rights,
duties and obligations properly applying to trustees under
the laws of Antigua and Barbuda, but subject to any provi-
sions of this Part.

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International Business Corporations (CAP. 222 131

248. Nothing in subsection 247 prevents an instru- Foreign trust
law. ment of trust entered into by a trust corporation from

applying the law of another country to the trust; but if it
does so section 249 to 253 do not apply to the trust.

249. (1) The rule of law known as the rule against P ' f , " ~ ~ f ~ f ~ ; , .
perpetuities does not apply with respect to any property vested
in a trust corporation as the trustee thereof.

(2) The rule of law relating to accumulations does not
apply in respect of any trusts vested in a trust corporation.

250. (1) Subject to subsection (2), a trust corpora- :;t;i;ztinr
tion that holds trust funds awaiting investment or distribu-
tion must not hold those funds uninvested or undistributed
any longer than is reasonable for the proper management
of the trust account.

(2) Unless it is contrary to the terms of the instrument
establishing the trust, the trust funds described in
subsection (1) may be held in any commercial or savings
department that the trust corporation operates, subject to
such conditions as are prescribed therefor.

25 1. (1) A common trust fund is a trust that operates 2 ; ~ trust
by the pooling of funds for a number of participants who
share, as beneficiaries under the trust, in the income or other
gains derived froq the acquisition, holding, management
or disposal of assets acquired for the trust.

(2) A trust corporation may, in the course of its
business, establish, maintain and administer one or more
common trust funds and, subject to subsection (3), invest
assets held in trust accounts in a common trust fund.

(3) The assets of a trust account shall only be invested
in a common trust fund if the instrument establishing the
trust expressly permits that investment and the consent in
writing of any co-trustee is obtained to the investment.

LAWS OF ANTIGUA AND BARBUDA

132 CAP. 222) International Business Corporations

(4) A common trust fund must be established, main-
tained and administered by a trust corporation in accordance
with a written declaration of trust in a form approved by
the directors of the trust corporation and containing any par-
ticulars required by the regulations to be set out in the
declaration.

(5) A person having an interest in a common trust fund,
as beneficiary or otherwise, is entitled, at his own reasonable
cost, to be supplied by the trust corporation with a copy of
the declaration applying to that trust fund.

(6) A trust account that participates in a common trust
fund has a beneficial interest in so much of the common trust
fund as is proportionate to the amount of that participation.

(7) If the declaration of trust establishing a common
trust fund so provides, an interest in a common trust fund
is negotiable and assignable; and an interest in the fund may
also be disposed of in the manner provided by the declara-
tion of trust relating to the fund or as prescribed in the
absence of any such provision relating thereto in the
declaration.

Separation of
trust assets.

252. In carrying on its business, an international trust
corporation shall

(a) keep all assets held in trust separate from its
other assets, and

( 6 ) keep separate from those of its other accounts
the assets of each trust account unless they are properly
identified as the property of the trust account, but sub-
ject to section 251.

Dealing with
trust assets. 253. (1) Subject to the terms of the instrument

establishing the trust, the assets comprising the funds of the
trust may be sold, converted, re-invested, exchanged,
transferred or otherwise changed or disposed of at any time
by the trust corporation administering the trust.

(2) A trust corporation may sell assets held by it in a
trust account to anotber trust account held by it, if

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 133

( a ) the transaction is fully disclosed to the parties
who have an interest in those trust accounts and their
prior consent is obtained to the transaction,

( b ) the transaction is fair to both accounts, and

(c) the transaction is not prohibited by the terms
of the instruments establishing the trust.

254. Section 241 to 245 apply mutatis mutandis to ! ~ ~ ~ ~ C ~ .
a trust corporation.

DIVISION D: ABANDONED PROPERTY

255. (1) Property of the following kinds held or owing E:;z.ed
in the course of its business by a banking corporation and
in respect of which no activity has been evidenced for a period
of ten years is abandoned property, that is to say:

( a ) any general deposit; that is, a demand, saving
or matured time deposit, made with the corporation,
together with any interest or dividends but excluding
legal fees;

( b ) funds that were paid toward the purchase of
securities or other interest in the corporation;

(c) any sum payable on cheques or other
instruments on which the corporation is liable;

(d) intangible personal property or moveables and
any income or increment thereon held in trust; and

(e) the contents of a safe deposit box upon which
the lease or rental period has expired and in respect
of which the corporation has, by registered post address-
ed to the latest known address of the lessee of the safe
deposit box, given notice of the corporation's intention
to deliver the contents of the box to the Minister, and
the lessee of the box had failed to respond within a period
of one year thereafter.

(2) Activity is evidenced in respect of the property
described in subsection (1) if the owner of the property has

( a ) within ten years of the date of the deposit
increased or decreased the amount of the deposits or

LAWS OF ANTIGUA AND BARBUDA

134 CAP. 222) International Business Corporations

presented a passbook or other record for the crediting
of interest on the deposit;

(b) wichin ten years of paying funds for the pur-
chase of securities or other interests mentioned in subsec-
tion ( I ) , increased or decreased the amount of the funds
or presented a document or book for the crediting of
dividends in respect thereof;

(c) within ten years of making the latest deposit,
inquiry or communication concerning any item men-
tioned in subsection (I) , corresponded with the corpora-
tion concerning the item or otherwise indicated an
interest in the items as evidenced by a memorandum
about them by the corporation.

Disposal of
abandoned

256. (1) The corporation shall, once in each finan-
property. cia1 year of the corporation, report to the appropriate official

all its holding of abandoned property and from time to time
transfer to thk appropriate offici-al in the prescribed manner
all abandoned property in its possession.

(2) When a corporation transfers any abandoned pro-
perty to the appropriate official pursuant to this Part, the
corporation is relieved from any liability to the beneficial
owners thereof to the extent of the value of the property
transferred to the appropriate official.

(3) Within thirty days after a corporation reports to the
appropriate official pursuant to subsection (I), the
appropriate official must publish in the Gazette a notice of
the name of the owner and particulars concerning the aban-
doned property and mail a copy of that notice to the beneficial
owner of the property, at his latest known address; but, with
the approval of the court on application to it, the appropriate
official may be exempted from mailing the copy of the notice
to the owner.

Sale of 257. (1) The appropriate official may sell at public
abandoned
property. auction any property that has been transferred to him under

section 256, after the expiration of thirty days from the latest
date of publication of the notice referred to in subsection (3)
of that section and after the mailing of the copy of the notice
to the owner, as the case may be.

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 135

(2) The public auction may be held after such reasonable
advertising of the sale as the appropriate official considers
suitable.

(3) The appropriate official must pay into the
Consolidated Fund all money received by him as abandoned
property and the proceeds of the public auction of any aban-
doned property less, in each case,

( a ) such amount as the appropriate official con-
siders necessary to reserve for the payment of claims
later made and approved by him; and

(b) amounts deducted by the appropriate official
for reasonable expenses incurred in connection with the
publishing and mailing of notices, service charges, and
the sale of abandoned property.

258. (1) A person who claims a beneficial interest Claims against
property.

in any abandoned property transferred to the appropriate
official may make a claim for the value thereof within the
prescribed time and in the prescribed manner.

(2) If the appropriate official is satisfied that a claimant
is entitled to the abandoned property, the appropriate official
must deliver up the property, or make payment for the value
thereof, as the circumstances require.

(3) A person aggrieved by a refusal of his claim for aban-
doned property by the appropriate official may, within
twenty-one days of receiving notice of the refusal, appeal
the decision to a judge of the court in chambers, who may
make such order thereon as he considers equitable.

DIVISION E: EXAMINATION O F BANKS, TRUST
AND INSURANCE CORPORATIONS

259. When the appropriate official has reasonable Examination of
affairs by

grounds for believing that a bank, trust or insurance cor-
poration is not in a sound financial condition or that it is
not acting in compliance with this Act, the appropriate official
may immediately appoint an examiner or himself examine
the affairs of the corporation.

LAWS OF ANTIGUA AND BARBUDA

136 CAP. 222) International Business Corporations

Powers of
examiners. 260. (1) Subject to subsection (2), a corporation

shall, at such time as the examiner under subsection (1) fixes,
produce for the examiner all books, minutes, cash, securities,
vouchers and other documents and records relating to its
assets, liabilities and business generally and shall give the
examiner such information concerning its affairs and business
as the examiner requests of it.

(2) An examiner may not have access to, nor shall he
be given access to, the name or the account of any depositor
or the name of any settlor or beneficiary of a trust, if the
deposit agreement or instrument establishing the trust, as
the case may be, had directed that it be kept secret.

(3) Notwithstanding subsection (2), the court may, on
the application of the appropriate official, order the produc-
tion of information protected under that subsection if the
court is satisfied that it is required in the public interest by
the examiner for the proper performance of his duties under
this Part and that there are no other lawful means of acquir-
ing the information.

Remedial actions. 26 1. (1) When the appropriate official is of the opi-
nion that an examination of a corporation pursuant to this
Part indicates that the corporation is carrying on its business
in an unlawful manner or is in unsound financial condition,

(a) the appropriate official may require that the cor-
poration immediately take such remedial measures as
that official considers necessary, and

(6) the appropriate official

(i) may, in order to advise the corporation on the
action to be taken by it to remedy the situa-
tion appoint for that purpose a person, who,
in the opinion of the appropriate official, has
had training and experience in the same
business that the corporation carries on, or

(ii) may suspend the licence of the corporation for
a period not exceeding three months.

(2) A person appointed under subsection (1) is entitled
to be paid such remuneration as the appropriate official may

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222

determine, which must be charged to and paid by the cor-
poration concerned.

DIVISION F: INTERNATIONAL INSURANCE
BUSINESS

262. An insurance corporation, that is to say, a cor- Stated capital
requirements.

poration that is licensed to carry on an international insurance
business solely or together with any other international trade
or business, shall, as a condition of that licence, maintain
a stated capital account in any currency in a minimum
amount of two hundred and fifty thousand United States
dollars.

263. (1) An insurance corporation may engage in all Nature of
business.

types of insurance in the course of its business.

(2) Insurance is a contract whereby

( a ) a person is provided with protection against loss
or liability to loss in respect of any or all risks to which
he might be exposed, or

( b ) payment is to be made of money or other thing
of value upon the happening of a stated or described
event, or periodically in relation to the continuation or
cessation of human life, or both.

(3) Insurance includes re-insurance.

264. An insurance corporation is exempt from the &;ption from
insurance laws that apply to insurers engaged in domestic
insurance business, including licensing requirements.

265. Domestic insurance business refers to the Domestic
insurance

ordinary insurance business that is carried on in Antigua buSine,,.
and Barbuda and that is not international insurance business.

266. ( 1 ) An insurance corporation shall submit to :::,","Lyt
the Superintendent an annual statement of its accounts
prepared by an independent auditor, in accordance with
generally accepted accounting practices, for the purpose of
enabling the Superintendent to determine whether the cor-
poration is solvent, has paid all applicable liabilities and is
not operating in a manner contrary to this Act or the public
interest.

LAWS OF ANTIGUA AND BARBUDA

138 CAP. 222) International Business Corporations

(2) The Superintendent may require a statement of
account from an insurance corporation whenever he con-
siders it necessary to obtain such a statement.

( 3 ) A statement submitted pursuant to this section is
confidential and must be dealt with accordingly.

Investigating
corporation. 267. ( 1 ) When the Superintendent is of the opinion

that an insurance corporation

( a ) is carrying on its business in a manner that is
detrimental to the public interest or to the interests of
its creditors, shareholders or policy-holders, or

( b ) is carrying on its business in a manner that is
in contravention of this Act,

the Superintendent may require the corporation to remedy
the situation forthwith or he may suspend the corporation's
licence under this Part and commence an investigation of
the business activities of the corporation.

(2) The provisions of Division E apply mutatis mutan-
dis to an investigation made pursuant to this section.

Revocation of
licence. 268. ( 1 ) If, after an investigation of the business of

an insurance corporation, the Superintendent is of the opi-
nion that the licence of the corporation should be revoked
in the public interest, he may give the corporation notice
in writing that he intends to revoke its licence under this Part.

(2) The insurance corporation must be given an
opportunity to present arguments against the revocation of
its licence before such person as the Superintendent may
appoint for the purpose; and the licence may not be revoked
until after that person reports to the Superintendent.

(3) The insurance corporation may, within thirty days
after the conclusion of a hearing under subsection (2), appeal
a decision to revoke its licence to a judge of the court in
chambers, whose decision thereon is final.

Superintendent's
duty.

269. ( 1 ) Upon the revocation under this Part of an
insurance corporation's licence, the Superintendent may pro-
vide, by such means, as he considers necessary, for the con-

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 139

tinuation of the corporation's policies of insurance so that
its policy-holders are protected.

(2) In carrying out his duties under this section, the
Superintendent may cause a receiver-manager to be
appointed for the corporation pursuant to Part 11.

DIVISION G: SPECIAL TAXATION PROVISIONS

Residents and Non-Residents of Antigua and Barbuda

270. (1) For the purpose of this Act, the following Residents.
are residents, namely:

(a) a natural person ordinarily resident in Antigua
and Barbuda for a period of not less than twelve months
or a citizen of Antigua and Barbuda with a residence
in Antigua and Barbuda;

(b) any incorporated or other body, incorporated,
formed or organised in Antigua and Barbuda, the
majority of the shares or other ownership of which is
beneficially held by persons who are residents within
the meaning of paragraph (a);

(c) any incorporated or other body, wherever in-
corporated, formed or organised, that is controlled
directly or indirectly by a person described in paragraph
(a) or (b);

(4 any incorporated body or other body that is
controlled by a body described in paragraph (c) by the
Government of Antigua and Barbuda or any agency
thereof;

( e ) Her Majesty in right of Antigua and Barbuda;

(f) a trust

(i) established by a resident as defined in any of
paragraphs (a) to (e), other than a trust for the
administration of funds for the benefit of per-
sons a majority of whom are persons resident
outside Antigua and Barbuda, or

(ii) in which residents as defined in any of
paragraphs (a) to (e) have fifty per cent or more
of the beneficial interest; or

LAWS OF AN'I'IGUA AND BARBUDA

140 CAP. 222) International Business Corporations

(g) any incorporated or unincorporated body that
is controlled directly or indirectly by a trust defined in
this section as a resident of Antigua and Barbuda.

(2) A reference in this Part to any beneficial interest
or to anything being beneficially owned or held includes
ownership through a trust, legal representative, agent or other
intermediary.

(3) A licensee controlled directly or indirectly by
residents as defined in subsection (1) is, for the purposes of
this Act, deemed not to be a resident in respect of any inter-
national trade or business for which it is licensed under this
Part.

(4) Persons are not residents for the purposes of this
Part if they are not residents within the meaning of subsec-
tion (1) of section 270.

Exempt
corporations. 271. For the purposes of this Division, an exempt

corporation shall mean any corporation formed or continued
under this Act.

Exemption from
tax.

272. (1) No income tax, capital gains tax, or other
direct tax or impost may be levied in Antigua and Barbuda
upon the profits or gains of an exempt corporation in respect
of the international trade and business it carries on from
within Antigua and Barbuda.

(2) No income tax, capital gains tax or other direct tax
or impost may be levied in Antigua and Barbuda in respect
of any securities or assets of an exempt corporation that are
beneficially owned by an exempt corporation or by a person
who is not a resident.

(3) No estate, inheritance, succession or similar tax or
impost may be levied in Antigua and Barbuda in respect
of any securities or assets of an exempt corporation that are
beneficially owned by an exempt corporation or a person
who is not a resident.

(4) No tax, duty or impost may be levied upon the
increment in value of the property or other assets in Antigua

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 141

and Barbuda or elsewhere of an exempt corporation other
than upon such of them as are distributed to residents.

273. (1) No tax, duty or other impost may be levied NO assets transfer
tax.

upon an exempt corporation, its security holders or
transferees in respect of the transfer of all or any part of
its securities or other assets to another exempt corporation
or to a person who is not a resident.

(2) When an exempt corporation or a person who is
not a resident transfers securities or assets of an exempt cor-
poration that are held by that exempt corporation or person
to another exempt corporation or to another person who is
not a resident, the transfer is exempt from the payment of
any tax, duty or other impost thereon.

(3) No income tax or capital gains tax, and no other
direct tax or impost may be levied or collected in Antigua
and Barbuda, in respect of any dividends, interest or other
returns from any securities, deposits or borrowings of an
exempt corporation or any assets managed by the exempt
corporation if the dividends, interest or other returns are
in respect of securities, deposits, borrowings or assets
beneficially owned by another exempt corporation or a per-
son who is not a resident; but the onus of establishing owner-
ship lies upon the exempt corporation holding or managing
the deposits, borrowings or assets.

274. (1) Notwithstanding any provision of the Withhddingtax
and report.

Income Tax Act but subject to subsection (2), no exempt
corporation need withold any portion of any dividend, interest
or other returns payable to any person in respect of any
borrowings of the exempt corporation from that person or
in respect of securities of the exempt corporation held by
that person.

(2) All dividends, interest or other returns attributable
to the securities of, or the management of, assets by an
exempt corporation that are payable to a resident who is
known to be a resident by the exempt corporation or who,
with the exercise of reasonable care by the exempt corpora-
tion, could be known by him to be a resident must be reported
to the Commissioner of Inland Revenue by the exempt
corporation.

LAWS OF ANTIGUA AND BARBUDA

CAP. 222) International Business Corporations

Exempt trusts.

Duration of tax
exemption.

Service charges.

Cap 410.

Customs relief.

Specialist
incentives.

275. When a trust is established by a settlor who is
not a resident in favour of an exempt corporation or in favour
of a person who is not a resident, the trust is exempt from
any tax, duty or impost in Antigua and Barbuda, if the cash
funds of the trust consist solely of currencies and debt obliga-
tions expressed in currencies that are foreign in every coun-
try of the Caricom region and the trust is under the manage-
ment of an exempt corporation.

276. Any tax exemption provided under this Act shall
continue in effect for a period of fifty years from the date
of incorporation of the exempt corporation.

277. (1) Nothing in this Division constitutes an
exemption from the payment of any charge by the Govern-
ment or any agency of the Government in the nature of a
service charge or utility charge.

(2) A service or utility charge includes a charge or fee
levied or imposed for the issuance of any incorporation,
registration or licence required in Antigua and Barbuda, but
does not include stamp duties under the Stamp Act.

278. The Minister may by order grant a further
exemption tD an exempt corporation in respect of its inter-
national trade oi- business from all or so much of any duty
payable under the Customs Duties Act, or any other customs
impost or surcharge in respect of its business as the Minister
thinks reasonable, if the exempt corporation satisfies the
Minister that the goods concerned are not being manufac-
tured in the Caricom region, are essential as equipment or
fixtures for carrying on his business from within Antigua
and Barbuda and are not merely goods that will be used
up or expended in the ordinary course of business.

279. When the Minister is satisfied that an exempt
corporation requires the services of specially qualified per-
sons in order to do its business effectively from within Antigua
and Barbuda and that it can neither acquire those services
in Antigua and Barbuda nor acquire them elsewhere without
special benefits being made available for them, the Minister
may, by order, in a special case or generally, provide that
those persons

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 143

( a ) be exempted from specified taxes in Antigua
and Barbuda;

( b ) be permitted to be paid in a foreign currency
into a trust account without being liable to be taxed
thereon or on the interest thereon; and

(c) be permitted to be paid in some other prescribed
manner in another currency or otherwise without being
liable to be taxed thereon in Antigua and Barbuda;

notwithstanding any legislation relating to income tax or the
Exchange Control Act. Cap. 157.

280. The income, profits, gains and other revenues, Exchange
controls.

and the funds and securities of an exempt corporation that
are generated, acquired or managed in the course of the
international trade or business of the exempt corporation are
exempt from the Exchange Control Act; and, unless the Cap. 157.
exempt corporation is a resident, the income, profits, gains
and other revenues of the exempt corporation are also exempt
from that Act.

28 1. An exempted corporation is exempt from stamp fgz;t;;r
duties under the Stamp Act in respect of all transactions Cap. 410.
entered into in relation ;o the exempted corporation's inter-

-

national trade or business.

DIVISION H: ANNUAL FEES

282. (1) The following fees are payable under this Initial fees.
Act for each of the following international trades or
businesses;

( a ) for an international banking business, an
amount equal to five thousand United States dollars;

( b ) for an international trust business, an amount
equal to two thousand five hundred United States
dollars;

(c ) for an international insurance business, an
amount equal to two thousand five hundred United
States dollars; and

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144 CAP. 222) International Business Corporations

(d) for any other international trade or business,
an amount equal to two hundred and fifty United States
dollars.

(2) The initial fee under this Act must be paid in
accordance with this Act and the regulations.

Annual fees. 283. (1) The fees payable under Section 282 shall
be payable annually.

(2) The annual fee must be paid at the times and in
the manner presribed.

PART IV

WINDING UP CORPORATIONS

General

Conditions on
winding up.

284. (1) Except with the prior written approval of
the appropriate official, a corporation may not be voluntarily
liquidated and dissolved unless the corporation is to be wound
up under section 291, 292 or 294.

(2) Approval for a voluntary winding up under this Part
may be given by the appropriate official only if he is satisfied
that the corporation is solvent and has sufficient assets to
repay its depositors, trust accounts and other creditors without
delay.

(3) When in respect of any corporation that carries on
an international banking, trust or insurance business, the
appropriate official finds that there is imminent danger of
the corporation's insolvency, he may approve the voluntarily
winding up of the corporation if

(a) the winding up is to be effected in whole or
in part through the sale of any assets of the corporation
to another corporation; and

(6) the deposit, trust and policy liabilities of the
corporation to be wound up are to be assumed by the
other corporation.

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International Business Corporations (CAP. 222 145

285. ( 1 ) When a corporation receives the approval Starting wind the up.
of the appropriate official to its voluntary winding up, the
corporation must

( a ) apply to the court for an order dissolving the
corporation, and

(6) cease to do business immediately and retain
only such staff as is necessary for an orderly winding up.

(2) Notwithstanding any other provision of this Act,
within thirty days after the receipt of the approval of the
appropriate official for the winding up of a corporation that
carries on an international banking, trust or insurance
business, a notice of the voluntary winding up shall be sent
by the corporation by personal service or by other prescribed
manner to the depositors, beneficiaries, policyholders and
any other persons having an interest in the funds or proper-
ties of the corporation.

(3) The notice referred to in subsection (2) shall also
be published in the Gazette and placed in a conspicuous place
on the premises of each office or branch of the corporation
in Antigua and Barbuda and elsewhere.

286. ( 1 ) When a corporation that is being wound up Protection of
depositors, etc.

carries on an international banking, trust or insurance
business, the assets that remain after paying the claims of
the depositors, beneficiaries, policy claimants and other
creditors of the corporation are to be distributed among the
security holders of the corporation in proportion to their
respective rights.

(2) Notwithstanding subsection (I) , no distribution of
the remaining assets of a corporation described in that subsec-
tion may be made

(a) before all claims of depositors, beneficiaries,
policy claimants and other creditors have been settled
or, in the case of a disputed claim, before the corpora-
tion has deposited with the Supervisor or Superinten-
dent, as the case requires, sufficient funds to meet any
liability that could arise under that claim;

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146 CAP. 222) International Business Corporations

( 6 ) before any funds that are payable to a claimant
described in paragraph ( a ) who has not made his claim
have been deposited with the Supervisor or Superintend-
ent, as the case requires; or

(6) before any funds or properties that are held by
the corporation and cannot be returned, in compliance
with section 285 to the persons who have any interests
therein have been deposited with or transferred to the
Supervisor or Superintendent, together with the rele-
vant records.

INSOLVENCY OR OTHER REASONS

Appointment of
receiver-manager.

287. ( 1 ) The appropriate official may appoint a
receiver-manager under Part I1 for a corporation when any
of the following circumstances apply to the corporation,
name1 y :

( a ) the realisable value of the corporation's assets
is less than the aggregate of its liabilities and capital
accounts or the corporation's financial condition sug-
gests that it will shortly be in that circumstance;

( b ) its business is not being conducted in accord-
ance with this Act or, in the case of an international
banking, trust or insurance corporation, its business is
being conducted in an imprudent manner;

(c) the corporation refuses to submit to inspection
of its records or operations by an auditor as required
by section 158 or an inspector appointed under Divi-
sion B of Part V; or

(6) its licence has been revoked or suspended under
this Act.

(2) The receiver-manager appointed under subsec-
tion ( 1 ) may seize the management and control of the business
of a corporation under this section by placing a notice to
that effect on the premises of the registered office of the cor-
poration and by putting agents of the appropriate official
or receiver-manager into the offices of the corporation or
by designating officers of the corporation to be officers of
the receiver-manager or by both such measures.

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International Business Corporations (CAP. 222 147

( 3 ) A corporation aggrieved by a seizure under this sec-
tion may institute proceedings in the court for the recovery
of the administration and control of the corporation; and
the court may make such order in respect thereto as to it
seems just and consistent with the purposes of this Act.

288. ( 1 ) Within thirty days after a receiver-manager Duties after
has seized the administration and control of a corporation Seiz"re'
under this Division, the receiver-manager shall begin pro-
ceedings in the court for the liquidation and dissolution of
the corporation under section 300 or for the re-organisation
of the corporation under this Act, as the circumstances
require.

( 2 ) On an application to the court by a receiver-manager
of a corporation under this Division for the liquidation and
dissolution of the corporation, the court has all the powers
of the court under section 304 notwithstanding that the cor-
poration is not able to pay or adequately provide for the
discharge of all its obligations, but subject to section 286 and
section 289.

PRIORITIES O F CLAIMS O N WINDING-UP

289. ( 1 ) In a winding up of a corporation under this Priorities of
claims. Act, the following claims have, against the general assets

of the corporation, priority over all the other debts of the
corporation:

(a ) firstly, the necessary and reasonable expenses
incurred in carrying out the winding-up;

(b) secondly, the wages and salaries of the officers
and employees of the corporation that accrued during
the three months immediately preceding the seizure of
the administration and control of the corporation;

( 6 ) thirdly, all parochial or other local rates due
from the corporation and all taxes and other debts due
from the corporation to the Crown, or held in trust for
the Crown, at the time of the seizure of the administra-
tion and control of the corporation or at the time a volun-
tary liquidation is proposed;

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148 CAP. 222) International Business Corporations

(6) fourthly, the fees and assessments owing to the
appropriate officer;

(e) fifthly, if the case requires, the savings and time
deposits or trust accounts in amounts not exceeding
twenty thousand dollars respectively; and

(f) sixthly, if the case requires, all the other
deposits, trust accounts and policy claims, and all other
claims filed within the time limited therefor pursuant
to this Act.

(2) After payment of all other claims against the cor-
poration, and, notwithstanding any other law, with interest
at such rate as the court determines, all remaining claims
against the corporation that were not filed within the time
limited therefor pursuant to this Part may then be paid.

Left over assets.

(3) When the amount available to pay the claims of any
class of claimant specified in this section in respect of priorities
is not sufficient to provide payment in full to claimants in
that class, the amount available shall be distributed on a pro
rata basis among the claimants in that class.

290. The assets of a corporation being compulsorily
wound up that remain after the final distribution to claimants
pursuant to section 289 must be distributed among the
shareholders of the corporation in proportion to their respect-
ive rights.

VOLUNTARY WINDING-UP

Dissolution by
resolution.

291. A corporation that has not issued any shares
may be dissolved at any time by resolution of all the directors.

NO property. 292. A corporation that has no property and no
liabilities may be dissolved by special resolution of the
shareholders or, if it has issued more than one class of shares,
by special resolutions of the holders of each class whether
or not they are otherwise entitled to vote.

Effect of articles
of dissolution. 293. (1) Articles of dissolution in the prescribed form

must be sent to the Director in respect of a corporation
described in section 29 1 or 292.

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International Business Corporations (CAP. 222 149

(2) Upon receipt of articles of dissolution under subsec-
tion (1) for a corporation, the Director must issue a certificate
of dissolution in accordance with section 327.

(3) The corporation referred to in subsection (2) ceases
to exist on the date shown in its certificate of dissolution.

294. (1) The directors of a corporation or a Proposing
liquidation

shareholder who is entitled to vote at an annual meeting of
the corporation may make a proposal for the voluntary
liquidation of the corporation.

(2) Notice of any meeting of shareholders of a corpora-
tion at which a voluntary liquidation and dissolution of the
corporation is to be proposed must set out the terms of the
liquidation and dissolution.

(3) A corporation may liquidate and dissolve by special
resolution of the shareholders or, if the corporation has issued
more than one class of shares, by special resolution of the
holders of each class whether or not they are otherwise en-
titled to vote.

295. (1) A statement of intent to dissolve a corpora- 2:;:~
tion must be sent to the Director in the prescribed form.

(2) U p o n receipt of a statement of intent to dissolve
a corporation, the Director must, in accordance with
section 327 issue a certificate of intent to dissolve.

(3) W h e n a certificate of intent to dissolve a corpora-
tion is issued by the Director, the corporation shall cease
to carry on business except to the extent necessary for its
liquidation; but its corporate existence continues until the
Director issues a certificate of dissolution of the corporation.

(4) Af ter the issue of a certificate of intent to dissolve
it, the corporation shall

(a) immediately cause notice of its intent to dissolve
to b e sent to each known creditor of the corporation;

( b ) forthwith publish, in the Gazette and once in a
newspaper published or distributed in Antigua and

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150 CAP. 222) International Business Corporations

Barbuda, its intent to dissolve, and take reasonable steps
to give notice of its intent in every jurisdiction in which
the corporation is registered or has a place of business
at the time it sent the statement of intent to dissolve
to the Director;

(c) proceed to collect its property, to dispose of
properties that are not to be distributed in kind to its
shareholders, to discharge all its obligations and to do
all other acts required to liquidate its business; and

(d) after giving the notice required under
paragraphs (a ) and (b) and adequately providing for the
payment or discharge of all its obligations, distribute
its remaining property, either in money or in kind,
among its shareholders according to their respective
rights.

Supervised
liquidation.

296. ( 1 ) The appropriate official or any interested
person may, at any time during the liquidation of a cor-
poration, apply to the court for an order ;hat the liquidation
be continued under the supervision of the court as provided
in this Part; and upon the application the court may so order
and make any further order it thinks fit.

( 2 ) An applicant under this section other than the
appropriate official must give the appropriate official notice
of the application and he may appear and be heard in per-
son or by counsel.

Revocation of
intent.

297. (1) At any time after the issue of a certificate
of intent to dissolve a corporation and before the issue of
a certificate of its dissolution, a certificate of intent to dissolve
may be revoked by sending to the Director, in the prescribed
form a statement of revocation of intent to dissolve the cor-
poration, if the revocation is approved in the same manner
as the resolution was approved under subsection (3) of
section 294.

( 2 ) Upon the receipt of a statement of revocation of an
intent to dissolve a corporation, the Director must, in
accordance with section 327 issue a certificate of revocation
of intent to dissolve the corporation.

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International Business Corporations (CAP. 222 151

( 3 ) O n the date shown in the certificate of revocation
of intent to dissolve a corporation, the revocation is effec-
tive and the corporation may continue to carry on its business.

298. ( 1 ) If a certificate of intent to dissolve a cor- Right to dissolve.
poration has not been revoked and the corporation has com-
plied with subsection ( 4 ) of section 295 the corporation must
prepare articles of dissolution.

( 2 ) The articles of dissolution in the prescribed form
must be sent to the Director.

( 3 ) Upon receipt under this section of the articles of
dissolution of a corporation in the prescribed form, the Direc-
tor must, in accordance with section 327 issue a certificate
of dissolution of the corporation.

( 4 ) The corporation ceases to exist on the date shown
in its certificate of dissolution.

299. ( 1 ) Subject to subsections ( 2 ) and (3 ) , where a
dissolution.

corporation

(a) has not commenced business within three years
after the date shown in its certificate of incorporation;

(b) has not carried on its business for three con-
secutive years; or

( 6 ) has not had its name restored to the register
within two years after the date on which it was struck
off under section 335,

the Director may dissolve the corporation by issuing a cer-
tificate of dissolution under this section or he may apply to
the court for an order dissolving the corporation, in which
case section 304 applies.

( 2 ) The Director must not dissolve a corporation under
this section until he has

(a) given to the corporation one hundred and twen-
ty days notice of his decision to dissolve the corporation;

(b) published in the Gazette notice of his decision
to dissolve the corporation.

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152 CAP. 222) International Business Corporations

( 3 ) Unless cause to the contrary has been shown or an
order has been made by the court under section 304, the
Director may, after the expiration of the period referred to
in subsection (2 ) , issue, in the prescribed form, a certificate
of dissolution of the corporation.

( 4 ) The corporation ceases to exist on the date shown
in its certificate of dissolution.

Court
dissolution. 300. ( 1 ) The appropriate official or any interested

person may apply to the court for an order dissolving a cor-
poration, if the corporation

(a) has failed for two or more consecutive years
to comply with the requirements of this Act with respect
to the holding of annual meetings of shareholders;

(b) has contravened section 19, 134, 135 or 146; or

(c) has procured any certificate under this Act by
misrepresentation.

( 2 ) An applicant under this section other than the Direc-
tor must give the Director notice of the application; and the
Director may appear and be heard in person or by counsel.

( 3 ) Upon an application under this section or section
299, the court may order that the corporation be dissolved
or that the corporation be liquidated and dissolved under
the supervision of the court; and the court may make any
other order it thinks fit.

(4) Upon receipt of an order under this section,
section 299 or section 303, the Director must

(a) if the order is to dissolve the corporation, issue
in the prescribed form a certificate of its dissolution; or

(b) if the order is to liquidate and dissolve the cor-
poration under the supervision of the court, issue, in
the prescribed form a certificate of intent to dissolve the
corporation and publish a notice of that intent in the
Gazette.

( 5 ) The corporation ceases to exist on the date shown
in its certificate of dissolution.

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International Business Corporations (CAP. 222 153

301. (1) The court may order the liquidation and Further grounds.
dissolution of a corporation or any of its affiliated corpora-
tions upon the application of a shareholder

(a) if the court is satisfied that, in respect of a cor-
poration or any of its affiliates,

(i) any act or omission of the corporation or any
of its affiliates,

(ii) the business or affairs of the corporation or
any of its affiliates are or have been carried
on or conducted in a manner, or

(iii) the powers of the directors of the corporation
or any of its affiliates are or have been exer-
cised in a manner,

that is oppressive or unfairly prejudicial to or that unfairly
disregards the interest of any security holder, creditor, direc-
tor or officer; or

( b ) if the court is satisfied that

(i) any unanimous shareholder agreement entitles
a complaining shareholder to demand dissolu-
tion of the corporation after the occurrence of
a specified event and that event has occurred;
or

(ii) it is just and equitable that the corporation be
liquidated and dissolved.

(2) Uwon an a ~ ~ l i c a t i o n u der this section, the court , , . . .
may make such order under this section or section 204 as
it thinks fit.

(3) Sections 205 and 206 apply to an application under
this section.

302. (1) An application to the court to supervise a supervision of
voluntary liquidation and dissolution under section 294 must
state the reasons the court should supervise the liquidation
and dissolution; and the reasons must be verified by the
affidavit of the applicant.

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154 CAP. 222) International Business Corporations

(2 ) If the court makes an order applied for under
section 300, the liquidation and dissolution of the corpora-
tion must be continued under the supervision of the court
in accordance with this Act.

Dissolution
reasons.

303. (1) An application to the court under
section 285 or 296 must state the reasons the corporation
should be liquidated and dissolved; and the reasons must
be verified by the affidavit of the applicant.

(2) Upon an application under section 300, the court
may make an order requiring the corporation and any per-
son having an interest in the corporation or claim against
it to show cause, at a time and place specified in the order,
which must not be less than four weeks after the date of the
order, why the corporation should not be liquidated and
dissolved.

( 3 ) Upon an application to supervise a voluntary
liquidation and dissolution or to order the dissolution of a
corporation, the court may order the directors and officers
of the corporation to furnish to the court all material infor-
mation known to or reasonably ascertainable by them,
including without limiting the generality of the foregoing,

(a) the financial statements of the corporation;

(b) the name and address of each shareholder of
the corporation; and

(c) the name and address of each known creditor
or claimant, including any creditor or claimant with
unliquidated, future or contingent claims, and any per-
son with whom the corporation has a contract.

( 4 ) A copy of an order made under subsection ( 2 ) must

(a) be published, in a newspaper published or
distributed in Antigua and Barbuda, as directed in the
order, at least once in each week before the time
appointed for the hearing; and

( 6 ) be served upon the Director and each person
named in the order.

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International Business Corporations (CAP. 222 155

(5) Publication and service of an order under this sec-
tion must be effected by the corporation or by such other
person and in such manner as the court may order.

304. In connection with the dissolution or the liquida- powers.
tion and dissolution of a corporation, the court may, if it
is satisfied that the corporation is able to pay or adequately
provide for the discharge of all its obligations, make any order
it thinks fit, including, without limiting the generality of the
foregoing,

(a) an order to liquidate;

(b) an order appointing a liquidator, with or
without bonding, fixing his remuneration and replac-
ing a liquidator;

(c) an order appointing inspectors or referees, speci-
fying their powers, fixing their remuneration and replac-
ing inspectors or referees;

(6) an order determining the notice to be given to
an interested person, or dispensing with notice to any
person;

(e) an order determining the validity of any claim
made against the corporation;

(j) an order, at any stage of the proceedings,
restraining the directors and officers of the corporation
from

(i) exercising any of their powers, or

(ii) collecting or receiving any debt or other
property of the corporation, and from paying
out or transferring any property of the
corporation except as permitted by the court;

dg) an order determining and enforcing the duty
or liability of any present or former director, officer or
shareholder of the corporation

(i) to the corporation, or

(ii) for an obligation of the corporation;

(h) an order approving the payment, satisfaction
or compromise of claims against the corporation and
the retention of amounts for such purpose, and deter-

LAWS OF ANTIGUA AND BARBUDA

CAP. 222) International Business Corporations

mining the adequacy of provisions for the payment or
discharge of obligations of the corporation, whether
liquidated, unliquidated, future or contingent;

(i) an order disposing of or destroying the
documents and records of the corporation;

upon the application of a creditor, the inspec-
tors or the liquidator, an order giving directions on any
matter arising in the liquidation;

(k) after notice has been given to all interested par-
ties, an order relieving a liquidator from any omission
or default on such terms as the court thinks fit and con-
firming any act of the liquidator;

(0 subject to section 309, an order approving any
proposed interim or final distribution to shareholders
in money or in property;

(m) an order disposing of any property belonging
to creditors or shareholders who cannot be found;

(n) upon the application of any director, officer,
shareholder or debenture holder, creditor or the
liquidator

(i) an order staying the liquidation on such terms
and conditions as the court thinks fit,

(ii) an order continuing or discontinuing the
liquidation proceedings, or

(iii) an order to the liquidator to restore to the cor-
poration all its remaining property;

and

(0) after the liquidator has rendered his final ac-
counts to the court, an order dissolving the corporation.

Cessation of
business.

305. (1) Where a court makes an order for the
liquidation of a corporation, then, from the date stated in
the order,

(a) the corporation shall cease to carry on business,
except the business that is, in the opinion of the
liquidator, required for an orderly liquidation; and

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International Business Corporations (CAP. 222 157

(b) the powers of the directors and shareholders
cease and are vested in the liquidator, except as
specifically authorised by the court.

(2) The liquidator may delegate any of the powers vested
in him by paragraph (6) of subsection (1) to the directors
or shareholders.

306. (1) When making an order for the liquidation Appointment of
liquidator.

of a corporation or at any time thereafter, the court may
appoint any person, including a director, officer or
shareholder of the corporation, as liquidator of the
corporation.

(2) Where an order for the liquidation of a corporation
has bekn made and the office of liauidator is or becomes
vacant, the property of the corporation is under the control
of the court until the office of liquidator is filled.

307. A liquidator must Duties of liquidator.
(a) forthwith after his appointment, give notice of

his appointment to the Director and to each claimant
and creditor of the corporation known to the liquidator;

(b) forthwith give, by publication in the Gazette and
by insertion once a week for two consecutive weeks in
a newspaper published or distributed in Antigua and
Barbuda, notice

(i) requiring any person indebted to the corpora-
tion to render an account and pay to the li-
quidator at the time and place specified, any
amount owing,

(ii) requiring any person possessing property of
the corporation to deliver it to the liquidator
at the time and place specified, and

(iii) requiring any person having a claim against
the corporation, whether liquidated,
unliquidated, future or contingent, to present
particulars of the claim in writing to the
liquidator not later than two months after the
first publication of the notice;

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158 CAP. 222) International Business Corporations

Powers of
liquidator.

and the liquidator must take reasonable steps to give notice
of his appointment in every jurisdiction where the corpora-
tion is registered or has a place of business and to require
persons described in subparagraphs (i) to (iii) to take similar
action;

(c) take into his custody and control the property
of the corporation;

(d) open and maintain a trust account for the
moneys of the corporation received and paid out by him;

(e) keep accounts of the moneys of the corporation
received and paid out by him;

(j) maintain separate lists of the shareholders,
creditors and other persons having claims against the
corporation;

(g) if at any time the liquidator determines that
the corporation is unable to pay or adequately provide
for the discharge of its obligations, apply to the court
for directions;

(h ) deliver to the court and to the Director, at least
once in every twelve-month period after his appoint-
ment or more often as the court may require, financial
statements of the corporation in the form required by
section 142 or in such other form as the liquidator may
think proper or as the court may require; and

( 2 ) after his final accounts are approved by the
court, distribute any remaining property of the corpora-
tion among the shareholders according to their respect-
ive rights.

308. (1) A liquidator may
(a) retain solicitors, accountants, engineers,

appraisers and other professional advisers;

( b ) bring, defend or take part in any civil, criminal
or administrative action or proceeding in the name and
on behalf of the corporation;

(c) carry on the business of the corporation as
required for an orderly liquidation;

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International Business Corporations (CAP. 222 159

(a') sell by public auction or private sale any prop-
erty of the corporation;

(e) do all acts and execute any documents in the
name and on behalf of the corporation;

Cf) borrow money on the security of the property
of the corporation;

@) settle or compromise any claims by or against
the corporation;

(h) make financial provision in respect of the
custody of the documents and records of the corpora-
tion after dissolution; and

(2) do all other things necessary for the liquidation
of the corporation and the distribution of its property.

(2) A liquidator incurs no liability as liquidator if he
relies in good faith upon

( a ) financial statements of the corporation
represented to him by an officer of the corporation or
in a written report of the auditor of the corporation to
reflect fairly the financial condition of the corporation; or

(6) an opinion, a report or a statement of a solicitor,
accountant, an engineer, an appraiser or other profes-
sional adviser retained by the liquidator.

(3) If a liquidator has reason to believe that any person
has in his possession or under his control, or has concealed,
withheld or mis-appropriated any property of the corpora-
tion, the liquidator may apply to the court for an order re-
quiring that person to appear before the court at the time
and place designated in the order and to be examined.

(4) If the examination referred to in subsection (3)
discloses that a person has concealed, withheld or mis-
appropriated property of the corporation, the court may order
that person to restore the property or pay compensation to
the liquidator.

(5) A liquidator must pay the costs of liquidation out
of the property of the corporation and must pay or make
adequate provision for all claims against the corporation.

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160 CAP. 222) International Business Corporations

Final accounts. 309. ( 1 ) Within one year after his appointment, and
after paying or making adequate provision for all claims
against the corporation, the liquidator must apply to the court

( a ) for approval of his final accounts and for an
order permitting him to distribute in money or in kind
the remaining property of the corporation to its
shareholders according to their respective rights; or

(b) for an extension of time, setting out the reasons
therefor.

(2) If a liquidator fails to make the application required
by subsection (I), a shareholder of the corporation may apply
to the court for an order for the liquidator to show cause
why a final accounting and distributing should not be made.

(3) A liquidator must give to

( a ) the appropriate official,

( b ) each inspector appointed under section 3 4 4 ,

(c) each shareholder, and

(d) any person who provided a security or fidelity
bond for the liquidator,

notice of the liquidator's intention to make application under
subsection (1); and he must publish a notice thereof in a
newspaper published or distributed in Antigua and Barbuda
or as otherwise directed by the court.

( 4 ) If the court approves the final accounts rendered
by a liquidator, the court must make an order

(a) directing the Director to issue a certificate of
dissolution;

( b ) directing the custody or disposal of the
documents and records of the corporation; and

(c) subject to subsection (5), discharging the
liquidator.

(5) The liquidator must forthwith send a certified copy
of the order referred to in subsection (4) to the Director.

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International Business Corporations (CAP. 222 161

(6) Upon receipt of the order referred to in
subsection (4), the Director must issue a certificate of dissolu-
tion in accordance with section 327.

(7) The corporation ceases to exist on the date shown
in its certificate of dissolution.

3 10. (1) If, in the course of liquidation of a corpora- Money
distribution.

tion, the shareholders resolve or the liquidator proposes

( a ) to exchange all or substantially all the proper-
ty of the corporation for securities of another body cor-
porate for distribution to the shareholders, or

( b ) to distribute all or part of the property of the
corporation to the shareholders in kind,

a shareholder may apply to the court for an order requiring
the distribution of the property of the corporation to be in
money.

(2) Upon an application under subsection (I), the court
may order

( a ) that all the property of the corporation be con-
verted into and distributed in money, or

(6) that the claims of any shareholder applying
under this section be satisfied by a distribution in money,
in which case section 197 applies.

3 1 . A person who has been granted custody of the custody.
documents and records of a dissolved corporation remains
liable to produce those documents and records for six years
following the date of the company's dissolution or until the
expiry of such other shorter period as may be ordered under
subsection (4) of section 309.

3 12. (1) In this section, "shareholder" includes the 2 s z ~ t i o n of
legal representative of a shareholder.

(2) Notwithstanding the dissolution of a corporation
under this Act

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162 CAP. 222) International Business Corporations

( a ) a civil, criminal or administrative action or pro-
ceeding commenced by or against the corporation before
its dissolution may be continued as if the corporation
had not been dissolved;

(6 ) a civil, criminal or administrative action or pro-
ceeding may be brought against the corporation within
two years after its dissolution as if the corporation had
not been dissolved; and

(c) any property that would have been available
to satisfy any judgment or order if the corporation had
not been dissolved remains available to satisfy the judg-
ment or order.

( 3 ) Service of a document on a corporation after its
dissolution may be effected by serving the document upon
a person shown in the last notice filed under section 67 or 74.

( 4 ) Notwithstanding the dissolution of a corporation,
a shareholder to whom any of its property has been
distributed is liable to any person claiming under subsec-
tion (2) to the extent of the amount received by that
shareholder upon the distribution; but an action to enforce
that liability may not be brought after two years from the
date of the dissolution of the corporation.

(5) A court may order an action referred to in subsec-
tion (4) to be brought against the persons who were
shareholders as a class, subject to such conditions as the court
thinks fit; and, if the plaintiff establishes his claim, the court
may refer the proceedings to a referee or other officer of the
court, who may

( a ) add as a party to the proceedings before him
each person found by the plaintiff to have been a
shareholder;

(6 ) determine, subject to subsection ( 4 ) , the amount
that each person who was a shareholder should con-
tribute towards satisfaction of the plaintiff's claim; and

(c ) direct payment of the amounts so determined.

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International Business Corporations (CAP. 222 163

3 13. (1) Upon the dissolution of a corporation, the Unknown
portion of the property distributable to a creditor or claimants'
shareholder who cannot be found must be converted into
money and paid into the Consolidated Fund.

(2) A payment under subsection (1) is satisfaction of
the debt or claim of the creditor or shareholder.

(3) If, at any time within six years after the date on
which any money is paid into the Consolidated Fund pur-
suant to subsection (l), .any person establishes his entitle-
ment to the money so paid into the Consolidated Fund, he
is entitled to be paid an equivalent amount out of the Con-
solidated Fund.

3 14. (1) Subject to subsection (2) of section 3 12 and State vested with
property.

section 3 13, any property of a corporation that has not been
disposed of at the date of the corporation's dissolution vests
in the Crown.

(2) When a corporation is revived under section 3 15
any property (other than money) that was vested in the
Crown pursuant to subsection (1) on the dissolution of the
corporation and that has not been disposed of must be
returned to the corporation upon its revival.

(3) The corporation is entitled to be paid out of the Con-
solidated Fund

(a) any money received by the Crown pursuant to
subsection (1) in respect of the corporation; and

( b ) if property other than money vested in the
Crown pursuant to subsection (1) in respect of the cor-
poration and that property has been disposed of, an
amount equal to the lesser of

(i) the value of any such property at the date it
vested in the Crown, and

(ii) the amount realised by the Crown from the
disposition of that property.

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164 CAP. 222) International Business Corporations

REVIVING CORPORATIONS

Revival of
corporation. 315. (1) When a corporation has been dissolved

under this Part, any interested person may apply to the Direc-
tor to have the corporation revived.

(2) If the Director approves the application for the
revival of a corporation, articles of revival in the prescribed
form may be sent to the Director, who must thereupon issue
a certificate of revival for the corporation in accordance with
section 327.

(3) A corporation is revived on the date shown in its
certificate of revival; and thereafter the corporation, subject
to such reasonable terms as may be imposed by the Director
and to any rights acquired by any person after the dissolu-
tion of the corporation, has all the rights and privileges and
is liable for the obligations that it would have had if it had
not been dissolved.

PART V

ADMINISTRATION AND GENERAL

DIVISION A: DIRECTOR'S DUTIES AND POWERS

The Director

Responsibility. 316. (1) There is hereby established a public office
to be called the Director of International Business
Corporations.

(2) The Director is, under the direction and control of
the Minister, responsible for the administration of this Act.

(3) A seal may be prescribed by the Minister for use
by the Director in the performance of his duties.

Service upon the
Director.

317. A document may be served upon the Director
by leaving it at the office of the Director or by sending it
by registered post addressed to the Director at his office.

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International Business Corporations (CAP. 222 165

T H E REGISTER

3 18. The Director must maintain a Register of In- Register of
IBC's. ternational Business Corporations in which to keep the name

of every corporation

(a) that is

(i) incorporated under this Act;

(ii) continued as a corporation under this Act;

(iii) restored to the register pursuant to this Act,

and

(b) that has not been subsequently struck off that
register.

319. (1) A person who has paid the prescribed fee mspection of
register. is entitled, during normal business hours, to examine, and

to make copies of or extracts from, a document required by
this Act or the regulations to be sent to the Director, except
a report sent to him under subsection (2) of section 344.

(2) The Director must, upon request and payment of
the prescribed fee, furnish any person with a copy or cer-
tified copy of any document received by the Director under - ,
this Act, except a report received by him pursuant to subsec-
tion (2) of section 344.

(3) If the records maintained by the Director are
prepared and maintained in other than a written form,

(a) the Director must furnish any copy required
to be furnished under this Act in an intelligible written
form; and

(6) a report reproduced from those records, if it
is certified by the Director, is admissible in evidence
to the same extent as the original written records would
be.

NOTICES AND DOCUMENTS

320. (1) A notice or document required by this Act, Not+ and
servlce, etc. the regulations, articles or the by-laws to be sent to a

LAWS OF ANTIGUA AND BARBUDA

CAP. 222) International Business Corporations

shareholder or director of a corporation may be sent by
registered post addressed to, or may be delivered personally
to,

( a ) the shareholder at his latest address as shown
in the records of the corporation or its transfer agent; and

(b ) the director at his latest address as shown in
the records of the corporation or in the latest notice fil-
ed under section 67 or 74.

( 2 ) A director named in a notice sent by a corporation
to the Director under section 67 or 74 and filed by the Direc-
tor is, for the purposes of this Act, a director of the corpora-
tion referred to in the notice.

Presumption of
receipt.

32 1. A notice or document sent in accordance with
section 320 to a shareholder or director of a corporation is,
for the purpose of this Act, presumed to be received by him
at the time it would be delivered in the ordinary course of
mail.

Undelivered 322. If a corporation sends a notice or document to
documents. a shareholder in accordance with section 320 and the notice

or document is returned on three consecutive occasions
because the shareholder cannot be found, the corporation
need not send any further notices or documents to the
shareholder until he informs the corporation in writing of
his new address.

Notice waiver. 323. Where a notice or document is required to be
sent pursuant to this Act, the sending of the notice or docu-
ment may be waived or the time for the notice or document
may be waived or abridged at any time with the consent
in writing of the person entitled to the notice or document.

Certificate by
corporation. 324. A certificate issued on behalf of a corporation

stating any fact that is set out in the articles, the by-laws,
any unanimous shareholder agreement, the minutes of the
meetings of the directors, a committee of directors or the
shareholders, or in a trust deed or other contract to which
the corporation is a party, may be signed by a director, an
officer or a transfer agent of the corporation.

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International Business Corporations (CAP. 222 167

325. When introducM as evidence in any civil, Evidentiary
value. criminal or administrative action or proceeding,

(a) a fact stated in a certificate referred to in
section 298;

(6) a certified extract from a register of share-
holders or debenture-holders of a corporation; or

(c) a certified copy of minutes or extracts from
minutes of a meeting of shareholders, directors or a com-
mittee of directors of a corporation;

is, in the absence of evidence to the contrary, proof of the
fact so certified without proof of the signature or official
character of the person appearing to have signed the
certificate.

326. Where a notice or document is required by this Copies.
Act to be sent to the Director, he may accept a photostatic
or photographic copy of the notice or document.

327. (1) In this section, "statement" means a state-
ment of intent to dissolve referred to in section 295 and a
statement of revocation of intent to dissolve referred to in
section 297.

(2) Where this Act requires that articles or a statement
relating to a corporation be sent to the Director, unless other-
wise specifically provided,

(a) two copies, in this section called "duplicate
originals", of the articles or the statement must be signed
by a director or an officer of the corporation or, in the
case of articles of incorporation, by the incorporator; and

(b) upon receiving duplicate originals of any articles
or statement that conform to law, and any other required
documents and the prescribed fees, the Director must

(i) endorse on each of the duplicate originals the
word "registered" and the date of the
registration;

(ii) issue in duplicate the appropriate certificate
and attach to each certificate one of the
duplicate originals of the articles or statement;

LAWS OF AN'I'IGUA AND BARBUDA

CAP. 222) International Business Corporations

(iii) file a copy of the certificate and attached
articles or statement;

(iv) send to the corporation or its representative
the original certificate and attached articles or
statement; and

(v) publish in the Gazette notice of the issue of the
.certificate.

(3) A certificate referred to in subsection (2) and issued
by the Director may be dated as of the day he receives the
articles, statement or court order pursuant to which the cer-
tificate is issued or as of any later date specified by the court
or person who signed the articles or statement.

(4) A signature required on a certificate referred to in
subsection (2) may be printed or otherwise mechanically
reproduced on the certificate.

Alteration of 328. The Director may alter a notice or document,
documents.

other than an affidavit or statutory declaration, if so
authorised by the person who sent him the notice or docu-
ment or by the representative of that person.

Correction of
documents.

329. (1) If a certificate that contains an error is issued
to a corporation by the Director, the directors or shareholders
of the corporation must, upon the request of the Director,
pass the resolutions and send to the Director the documents
required to comply with this Act, and take such other steps
as the Director may reasonably require; and the Director
may demand the surrender of the certificate and issue a cor-
rected certificate.

(2) A certificate corrected under subsection (1) must
bear the date of the certificate it replaces.

(3) If a corrected certificate issued under subsection (1)
materially amends the terms of the original certificate, the
Director must forthwith give notice of the correction in the
Gazette.

Proof of 330. (1) The Director may require that a document
documents. or a fact stated in a document required or sent to him pur-

suant to this Act be verified in accordance with subsection (2).

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International Business Corporations (CAP. 222 169

( 2 ) A document or fact required by this Act or by the
Director to be verified may be verified by affidavit or statutory
declaration.

( 3 ) The Director may require of a body corporate the
authentication of a document; and the authentication may
be signed by the secretary, or any director or authorised per-
son or by the solicitor for the body corporate.

33 1. The Director need not produce any document Retention of
documents.

of a prescribed class after six years from the date he received
it.

332. (1) The Director may furnish any person with Director's
certificate.

a certificate stating

( a ) that a body corporate has or has not sent to
the Director a document required to be sent to him pur-
suant to this Act;

( b ) that a name, whether that of a corporation or
not, is or is not on the register; or

(c ) that a name, whether that of a corporation or
not, was or was not on the register on a stated date.

( 2 ) Where this Act requires or authorises the Director
to issue a certificate or to certify any fact, the certificate or
the certification must be signed by the Director or by his
deputy.

( 3 ) Except in a proceeding under section 300 to dissolve
a corporation, a certificate or certification mentioned in
subsection ( 2 ) that is introduced as evidence in any civil,
criminal or administrative action or proceeding, is sufficient
proof of the facts so certified without proof of the signature
or official character of the person appearing to have signed it.

333. (1) The Director may refuse to receive, file or Refusal power.
register a document submitted to him, if he is of the opinion
that the document

( a ) contains matter contrary to the law;

( 6 ) by reason of any omission or error in descrip-
tion, has not been duly completed;

(6) does not comply with the requirements of this
Act;

LAWS OF ANTIGUA AND BARBUDA

170 CAP. 222) International Business Corporations

(d) contains an error, alteration or erasure;

(e) is not sufficiently legible; or

V) is not sufficiently permanent for his records.

(2) The Director may request that a document refused
under subsection (1) be amended or completed and
re-submitted, or that a new document be submitted in its
place.

(3) If a document that is submitted to the Director is
accompanied with a statutory declaration by a solicitor that
the document contains no matter contrary to law and has
been duly completed in accordance with the requirements
of this Act, the Director may accept the declaration as suf-
ficient proof of the facts therein declared.

Form of filing. 334. Every document sent to the Director must be
in typed or printed form.

Striking off
register.

REMOVAL FROM REGISTER

335. (1) The Director may strike a corporation off
the register, if

(a) the corporation fails to send any return, notice,
document or prescribed fee to the Director as required
pursuant to this Act;

(b ) the corporation is dissolved;

(c) the corporation is amalgamated with one or
more other corporations or bodies corporate;

(d) the corporation does not carry out an under-
taking given under subparagraph (i) of paragraph (a)
of section 339 or

(e) the registration of the corporation is revoked
pursuant to this Act.

(2) Where the Director is of the opinion that a corpora-
tion is in default under paragraph (a) of subsection (I), he
must send it a notice advising it of the default and stating
that, unless the default is remedied within thirty days after
the date of the notice, the corporation will be struck off the
register.

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International Business Corporations (CAP. 222 171

( 3 ) Section 337 applies mutatis mutandis to the notice
mentioned in subsection (2).

(4) After the expiration of the time mentioned in the
notice, the Director may strike the corporation off the register
and publish a notice thereof in the Gazette.

(5) When a corporation is struck off the register, the
Director may, upon receipt of an application in the prescribed
form and upon payment of the prescribed fee, restore it to
the register and issue a certificate in a form adapted to the
circumstances.

336. Where a corporation is struck off the register, Liability
continues. the liability of the corporation and of every director, officer

or shareholder of the corporation continues and may be
enforced as if it had not been struck off the register.

SERVICE

337. A notice or document may be served on a
corporation

(a) by leaving it at, or sending it by registered post
addressed to, the registered office of the corporation; or

(b) by personally serving any director, officer,
receiver, receiver-manager, liquidator or resident agent
of the corporation.

CORPORATION NAMES

338. The Director may, upon request and upon pay- Reservation of
name.

ment of the prescribed fee, reserve for ninety days a name
for an intended corporation or for a corporation about to
change its name.

339. The name of a corporation Prohibited name.
(a) must not be the same as or similar to the name

or business name of any other person or of any associa-
tion, partnership or firm, if the use of that name would
be likely to confuse or mislead, unless the person,
association, partnership or firm consents in writing to
the use of that name in whole or in part, and

LAWS OF AN'TIGUA AND BARBUDA

172 CAP. 222) International Business Corporations

(i) if required by the Director in the case of any
person, undertakes to dissolve or change his
or its name to a dissimilar name within six
months after the filing of the articles by which
the name is acquired, or

(ii) if required by the Director in the case of an
association, partnership or firm, undertakes
to cease to carry on its business or activities,
or undertakes to change its name to a
dissimilar name, within six months after the
filing of the articles by which the name is
acquired;

(b) must not be identical to the name of a body
corporate incorporated under the laws of Antigua and
Barbuda;

( c ) must not suggest or imply a connection with
Antigua and Barbuda or the Government of Antigua
and Barbuda or of any Ministry, department, branch,
bureau, service, agency or activity of Antigua and
Barbuda, unless consent in writing to the proposed name
is duly obtained from the appropriate Minister;

(d) must not suggest or imply a connection with
a political party or a leader of a political party;

( e ) must not suggest or imply a connection with
a university or a professional association recognised by
the laws of Antigua and Barbuda, unless the university
or professional association concerned consents in writing
to the use of the proposed name; and

V) must not be a name that is prohibited by the
regulations.

Refusal of
articles.

340. The Director may refuse to accept articles of
incorporation or articles of continuation for a corporation
or body corporate or to register articles amending the name
of a corporation if

(a) the name is not distinctive because

(i) it is too general;

(ii) it is descriptive only of the quality, function
or other characteristic of the goods or services

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 173

in which the corporation deals or intends to
deal; or

(iii) primarily it is only a geographic name used
alone;

unless the applicant establishes that the name has
through use acquired and continues to have a secon-
dary meaning;

(b) the name is deceptively inaccurate in describing

(i) the business, goods or services in association
with which it is proposed to be used;

(ii) the conditions under which the goods or ser-
vices will be produced or supplied;

(iii) the persons to be employed in the production
or supply of those goods or services; or

(iv) the place of origin of those goods and services;

(c) it is likely to be confusing with that of a cor-
poration that was dissolved; or

(4 it is, in the opinion of the Director, for any
reason, objectionable.

341. If two or more corporations amalgamate, the Amalgamated corpor tion.
amalgamated corporation may have

(a) the name of one of the amalgamating
corporations;

(b) a .distinctive combination that is not confusing
of the names of the amalgamating corporations; or

(c) a distinctive new name that is not confusing.

342. Where a corporation has been revived under name.
this Act, if, between the date of its dissolution and the date
of its revival, another corporation has been granted a name
that is likely to be confused with the name of the revived
corporation, the Director may require as a condition of its
revival that the revived corporation does not carry on business
or, if it seeks to carry on business, that it changes its name.

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174 CAP. 222) International Business Corporations

Investigation
order.

DIVISION B: INVESTIGATIONS

INVESTIGATION

343. ( 1 ) A shareholder of a corporation, the Direc-
tor or an appropriate official, may apply, ex parte or upon
such notice as the court may require, to the court for an
order directing that an investigation be made of the corpora-
tion and any of its affiliates;

(2) If, upon an application under subsection (1) in
respect of a corporation, it appears to the court that

(a ) the business of the corporation or any of its
affiliates is or has been carried on with intent to defraud
any person;

(b) the business or affairs of the corporation or any
of its affiliates are or have been carried on in a manner,
or the powers of the directors are or have been exercised
in a manner, that is oppressive or unfairly prejudicial
to or that unfairly disregards the interest of a security
holder;

(6) the corporation or any of its affiliates was
formed, incorporated or continued for a fraudulent or
unlawful purpose; or

(6) persons concerned with the formation, incor-
poration, continuance, business or affairs of the cor-
poration or any of its affiliates have in connection
therewith acted fraudulently or dishonestly;

the court may order that an investigation be made of the
corporation and any of its affiliates.

( 3 ) If a security holder makes an application under
subsection ( I ) , he must give the Director reasonable notice
thereof; and the Director is entitled to appear and be heard
in person or by a solicitor.

( 4 ) If, within six months after the continuance under
this Act of a corporation that had exercised an option to con-
tinue under this Act pursuant to section 186, the govern-
ment of the country from which the corporation was con-
tinued requests the Director to make an application under
section 343 for an investigation of the corporation, the Direc-

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International Business Corpo~ations (CAP. 22 2 175

tor must do so and must present to the court all the reasons
and evidence adduced by that country to support the
application.

(5) An ex parte application under this section must be
heard in camera.

(6) No person shall publish anything relating to an ex
parte proceeding except with the authorisation of the court
or the written consent of the corporation that is being or
to be investigated.

344. ( 1 ) In connection with an investigation under Court powers-
this Division in respect of a corporation, the court may make
any order it thinks fit, including without limiting the
generality of the foregoing,

(a) an order to investigate;

( b ) an order appointing an inspector, who may be
the Director, and fixing the remuneration of the inspec-
tor and replacing the inspector;

( c ) an order determining the notice to be given to
any interested person, or dispensing with notice to any
person;

(d) an order authorising an inspector to enter any
premises in which the court is satisfied there might be
relevant information, and to examine anything, and to
make copies of any documents or records, found on the
premises;

(e) an order requiring any person to produce
documents or records to the inspector;

(f) an order authorising an inspector to conduct
a hearing, administer oaths and examine any person
upon oath, and prescribing rules for the conduct of the
hearing;

(g) an order requiring any person to attend a hear-
ing conducted by an inspector and to give evidence upon
oath;

(h ) an order giving directions to an inspector or
any interested person on any matter arising in the
investigation;

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176 CAP. 222) International Business Corporations

(2) an order requiring an inspector to make an
interim or final report to the court;

@ an order determining whether a report of an
inspector should be published and, if so, ordering the
Director to publish the report in whole or in part or
to send copies to any person the court designates;

(k) an order requiring an inspector to discontinue
an investigation; or

(I) an order requiring the corporation to pay the
costs of the investigation.

(2) An inspector must send to the Director a copy of
every report made by the inspector under this Division.

Inspector's
powers. 345. (1) An inspector under this Division has the

powers set out in the order appointing him.

(2) An inspector must upon request produce to an
interested person a copy of any order made under
subsection (1) of section 344.

In camera
hearing.

346. (1) An interested person may apply to the court
for an order that a hearing conducted by an inspector under
this Division be heard in camera and for direction on any
matter arising in the investigation.

(2) A person whose conduct is being investigated or who
is being examined at a hearing conducted by an inspector
under this Division may appear and be heard in person or
by counsel.

Incriminating
evidence. 347. No person is excused from attending and giv-

ing evidence and producing documents and records to an
inspector under this Division by reason only that the evidence
tends to incriminate that person or subject him to any pro-
ceeding or penalty; but the evidence may not be used or
received against him in any proceeding thereafter instituted
against him, other than a prosecution for perjury in giving

Cap. 324. the evidence or a prosecution under the Perjury Act in respect
of the evidence.

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International Business Corporations (CAP. 222 177

348. An oral or written statement or report made Pz;:
by an inspector or any other person in an investigation under
this Division has absolute privilege.

349. Nothing in this Division affects the privilege that Client privilege.
exists in respect of a solicitor and his client.

INQUIRIES

350. The Director may make of any person any Inquiries.
inquiries that relate to compliance with this Act by any
persons.

DIVISION C: REGULATIONS

351. (1) The Minister may make such regulations Resulations.
as are required for the better administration of this Act and,
in particular, without limiting the generality of the forego-
ing, the Minister may make regulations

(a) prescribing any matter required or authorised
by this Act to be prescribed;

(b) requiring the payment of a fee in respect of the
filing, examination or copying of any documents or in
respect of any action that the Director is required or
authorised to take under this Act, and prescribing the
amount thereof;

(6) prescribing the format and contents of returns,
notices or other documents required to be sent to the
Director or to be issued by him;

(d) prescribing the rules with respect to exemptions
permitted by this Act;

(e) respecting the names of corporations or classes
thereof;

V) respecting the authorised capital of corporations;

(g) respecting the preferences, rights, conditions,
restrictions, limitations or prohibitions attaching to
shares or classes or series of shares of corporations;

(h ) respecting the designation of classes of shares;
and

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178 CAP. 222) International Business Corporations

(9 respecting any other matter required for the
efficient administration of this Act.

(2) The court may make such regulations and rules of
court as it considers necessary for the better administration
of Part IV.

DIVISION D: OFFENCES AND PENALTIES

Name of offence. 352. A corporation that contravenes section 12 is
guilty of an offence and liable on summary conviction to
a fine of five thousand dollars.

Reports. 353. (1) A person who makes or assists in making
a report, return, notice or other document

(a) that is required by this Act or the regulations
to be sent to the Director, and appropriate official or
any other person, and

(6 ) that

(i) contains an untrue statement of a material fact,
or

(ii) omits to state a material fact required in the
report, return, notice or other document or
necessary to make a statement contained
therein not misleading in the light of the cir-
cumstances in which it was made,

is guilty of an offence and liable on summary conviction to
a fine of five thousand dollars or to imprisonment for a term
of six months or to both.

(2) A person is not guilty of an offence under
subsection (1) if the making of the untrue statement or the
omission of the material fact was unknown to him and with
the exercise of reasonable diligence could not have been
known to him.

(3) When an offence under subsection (1) is commit-
ted by a body corporate and a director or officer of that body
corporate knowingly authorised, permitted or acquiesced in
the commission of the offence, the director or officer is also
guilty of the offence and liable on summary conviction to

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International Business Corporations (CAP. 222 179

a fine of five thousand dollars or to imprisonment for a term
or six months or to both.

354. (1) A person is guilty of an offence and liable Specific offences.
on summary conviction to a fine of five thousand dollars
and to imprisonment for a term of six months or to both

(a) who without reasonable cause contravenes
section 134;

(6) who, being a proxy holder or alternate proxy
holder, fails without reasonable cause to comply with
the direction of a shareholder from whom he holds the
proxy;

( 6 ) who, being a registrant within the meaning of
this Act, knowingly contravenes section 126;

(d) who, being an auditor or former auditor of a
corporation, contravenes subsection (1) of section 156
without reasonable cause;

(e) who, being a director or officer of a corpora-
tion knowingly contravenes section 159; or

Cf) who, being a person described in section 3 11,
fails without reasonable cause to produce any documents
or records within any period during which he is liable
under that section to produce that document or record.

(2) Where the person who is guilty of an offence under
subsection (1) is a body corporate, then, whether the body
corporate has been prosecuted or convicted, any director or
officer of the body corporate who knowingly authorised, per-
mitted or acquiesced in the act or omission that constituted
the offence is also guilty of an offence and liable on sum-
mary conviction to a fine of five thousand dollars or to
imprisonment for a term of six months or to both.

(3) Any person who without reasonable cause con-
tavenes section 244 or 254 is guilty of an offence and liable
on summary conviction to a fine of fifty thousand dollars
or to imprisonment for a term of one year or to both.

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CAP. 22 2) International Business Corporations

Corporate
offences. 355. ( 1 ) A corporation is guilty of an offence and

liable on summary conviction to a fine of five thousand
dollars, if

( a ) the corporation knowingly permits any of its
securities to be made part of a distribution to the public
within or outside Antigua and Barbuda in contraven-
tion of section 365;

(6) the management of the corporation without
reasonable cause fails to comply with subsection (1) of
section 139; or

(c) the corporation without reasonable cause fails
to do all that is reasonably possible to prevent any of
the securities of the corporation from becoming part of
a distribution to the public within Antigua and Barbuda
or elsewhere in contravention of section 365.

(2) When a corporation is guilty of an offence under
this section, any director or officer of the corporation who
knowingly authorised, acquiesced in or permitted the con-
travention is also guilty of an offence and liable on sum-
mary conviction to a fine of five thousand dollars or to im-
prisonment for a term of six months or to both.

General offence. 356. Every person who, without reasonable cause
contravenes, a provision of this Act or the regulations is guilty
of an offence and, if no punishment is elsewhere in this Act
provided for that offence, is liable on summary conviction
to a fine of five thousand dollars.

Order to comply. 357. When a person is convicted of an offence under
this Act or the regulations, the court or a court of summary
jurisdiction in which proceedings in respect of the offence
are taken, may, in addition to any punishment it may impose,
order that person to comply with the provision of this Act
or the regulations for the contravention of which he has been
convicted.

Limitation. 358. A prosecution for an offence under this Act or
the regulations may be instituted at any time within two years
from the time when the subject matter of the prosecution
arose.

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International Business Corporations (CAP. 222 181

359. No civil remedy for any act or omission is Civil remedies
unaffected. affected by reason that the act or omission is an offence under

this Act.

DIVISION E: APPROPRIATE OFFICIALS

360. (1) There is hereby established a public office ::;;;;+~z:.
to be known as the Supervisor of International Banks and
Trust Corporations, with such powers and duties as are con-
ferred or imposed upon that office by this Act or any other
statute.

(2) There is hereby established a public office to be
known as the Superintendent of International Insurance Cor-
porations with such powers and duties as are conferred or
imposed upon that office by this Act or any other statute.

(3) Only a person knowledgeable in the international
banking and trust business may be appointed to the office
of the Supervisor of International Banks and Trust Corpora-
tions; and only a person knowledgeable in the international
insurance business may be appointed Superintendent of
International Insurance Corporations.

(4) Appointments to the offices established by this sec-
tion may be made in the manner provided by law; and such
personnel as are necessary for the effective performance of
those offices must be made available in the manner provided
by law.

(5) When no office in the public service is designated
the appropriate official in respect of any international trade
or business other than an international bank, trust or
insurance business, the Director is the appropriate official
for the purposes of this Act for the international trade or
business.

361. (1) With the approval of the Minister of Advisory
committees.

Finance, the Supervisor may appoint not less than three per-
sons with experience and knowledge in the banking or trust
businesses to constitute an advisory committee on interna-
tional banking and trust businesses.

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182 CAP. 222) International Business Corporations

(2) With the approval of the Minister of Finance, the
Superintendent may appoint not less than three persons with
experience and knowledge in the international insurance
business to constitute an advisory committee on international
insurance business.

(3) An advisory committee may perform such functions
as the regulations prescribe to enable the Supervisor and
Superintendent, respectively, to perform the functions of that
office as efficiently, effectively and economically as cir-
cumstances permit; and the committees must keep the Super-
visor and Superintendent, respectively, informed of matters
and developments that might affect the public interest of
Antigua and Barbuda in the administration of this Act.

DIVISION F: CONSTRUCTION AND
INTERPRETATION

CORPORATE RELATIONSHIPS

Affiliated
corporations.

362. For the purposes of this Act,
( 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.

"Control" of
corporation.

363. For the purposes of this Act, a body corporate
is controlled by a person if any shares of the body corporate
carrying voting rights sufficient to elect a majority of the
directors of the body corporate are, except by way of security
only, held, directly or indirectly, by or on behalf of that
person.

"Holding" and
"subsidiary".

364. 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.

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International Business Corporations (CAP. 222 183

PUBLIC DISTRIBUTION O F CORPORATE
SECURITIES

365. For the purposes of this Act, "Distribution"
to public.

(1) no security of a body corporate shall be distributed
to the public unless any applicable requirements with respect
to the filing of a prospectus, statement in lieu of prospectus,
registration statement, stock exchange take over bid, circular
or similar instrument within Antigua and Barbuda have been
met;

(2) the securities of a corporation that are issued upon
a conversion of other securities of a corporation, or in
exchange for other securities, are subject to sub-section (1)
if any of those other securities were subject to sub-section (1).

366. (1) Any reference in this Act to offering "offer" to
securities to the public includes, unless the contrary inten- pub'ic'
tion appears, a reference to offering them to any section of
the public, whether selected as clients of the person offering
them or inviting an offer for them.

(2) Subsection (1) does not require that any offer or
invitation be treated as being made to the public if the offer
or invitation can properly be regarded, in all the cir-
cumstances, as not being calculated to result, directly or
indirectly, in the securities becoming available for acquisition
by persons other than those receiving the offer or invitation,
or can otherwise be regarded as being a domestic concern
of the persons making and receiving the offer or invitation.

(3) A provision in the articles or by-laws of a corpora-
tion prohibiting invitations to the public to subscribe for
shares or debentures does not prohibit the making,of an
invitation to the security holders or employees of the
corporation.

LEGISLATIVE EXPRESSIONS

367. (1) Where the auxiliary "shall" is used in a "shall", use of.
provision of this Act

LAWS OF ANTIGUA AND BARBUDA

184 CAP. 222) International Business Corporations

(a) to require that a person do or refrain from doing
some act, matter or thing; or

( 6 ) to require that some act, matter or thing be
done or not be done by some specific means, or man-
ner, or in some specific form or at or within some specific
time;

the provision is imperative and default in complying with
it constitutes a contravention of this Act.

(2) Unless otherwise expressly provided, default in com-
plying with an imperative provision referred to in
subsection (1) does not invalidate any act, matter or thing
done in contravention of the provision nor prevent the later
doing of that act, matter or thing in accordance with the
provision.

(3) Compliance with a . provision referred to in
subsection (1) is enforceable in any court of competent
jurisdiction notwithstanding that the contravention of the pro-
vision is punishable or has been punished pursuant to statute.

"May", use of. 368. (1) The auxiliary "may" is permissive,
empowering and enabling; and when used in the negative
form, it negatives any permission, power or capacity to do
the act, matter or thing in respect of which the auxiliary
is used so that, unless the contrary is expressly provided,
the act, matter or thing is to be construed, so far as it can
be done without allowing the statute to be made an instru-
ment of fraud, as not being capable of being done in law
or in fact.

(2) When the exercise of a power is subject to any
qualification or condition, the power is not exercised unless
the qualification or condition is met or complied with.

(3) Unless otherwise expressly provided, the doing of
any act, matter or thing pursuant to a permission or power
is within the sole and absolute discretion of the person to
whom the permission or power is given.

"MUS~", use of. 369. (1) Where the auxiliary "must" is used in a
provision of this Act,

LAWS OF ANTIGUA AND BARBUDA

International Business Corporations (CAP. 222 185

(a) to require that a person do or refrain from doing
some act, matter or thing,

( b ) to require that an act, matter or thing be done
or not be done by some specific means, or manner, or
in some specific form or at or within some specific time,
or

(c) to prescribe a qualification or condition for some
purpose, office or status,

the provision imposes a duty or obligation upon the person
required to comply with it.

(2) Default in complying with the duty or obligation
referred to in subsection ( 1 ) does not constitute an offence
under this Act unless the default is made an offence by a
provision of this Act expressly mentioning the act, matter
or thing or the duty or obligation or the provision imposing
the duty or obligation.

(3) Compliance with any duty or obligation is
enforceable in any court of competent jurisdiction.

(4) A person aggrieved by a breach of a duty or obliga-
tion referred to in subsection ( 1 ) may recover, by action in
the court, any damages suffered by him as a direct result
of the breach; but this subsection does not apply if the breach
is an act or omission

( a ) in the performance of a function of a legislative
nature or of a judicial nature; or

(b ) in the performance in good faith of a ministerial
function by a Minister or employee of the State in the
administration of this Act.

( 5 ) When a provision of this Act uses the auxiliary
"must" to prescribe any qualification or condition for some
purpose, office or status, the qualification or condition is man-
datory and default in complying with it, unless it is other-
wise provided,

( a ) frustrates the purpose,

(6) vitiates the status;

(c) nullifies the appointment to the office, or

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186 CAP. 222) International Business Corporations

(4 vacates the tenure in the ofiice,
to which the qualification or condition is attached, but without
affecting the operation of subsections (2) to (4).

CORPORATE AND OTHER EXPRESSIONS

Definition of
technical words. 370. In this Act,

(a) "affairs" means, in relation to any corpora-
tion or other body corporate, the relationship among
the corporation or body corporate, its affiliates and the
shareholders, directors and officers thereof, but does not
include any businesses carried on by the corporations
or other bodies corporate;

(b) "affiliate" means an affiliated corporation or
affiliated body corporate within the meaning of
section 362;

(c) "associate" when used to indicate a relation-
ship with any person means

(i) a corporation or body corporate of which that
person beneficially owns or controls, directly
or indirectly, securities convertible into shares,
that carry more than twenty per cent of the
voting rights

(A) under all circumstances,

(B) by reason of the occurrence of an event
that has occurred and is continuing, or

(C) by reason of a currently exercisable
option or right to purchase those shares or
those convertible securities;

(ii) a partner of that person acting on behalf of
the partnership of which they are partners;

(iii) a trust or estate in which that person has a
substantial beneficial interest or in respect of
which he serves as a trustee or in a similar
capacity;

(iv) a spouse of that person;

(v) a child, step-child or adopted child of that per-
son; and

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International Business Corporations (CAP. 222 187

(vi) a relative of that person or of his spouse if that
relative has the same residence as that person;

(4 "auditor" includes a partnership of auditors;
(e) "beneficial interest" or "beneficial ownership"

includes ownership through a trustee, legal represen-
tative, agent or other intermediary;

V) "body corporate7 ' includes a corporation within
the meaning of subsection (1) of section 2 and any other
body corporate wherever or however incorporated, other
than a corporation sole;

(g) "corporate instruments" includes any statute,
charter, letters patent, memorandum of association,
articles of association, certificate of incorporation, cer-
tificate 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;

(h) "debenture" includes debenture stock and any
other instrument evidencing an obligation or guarantee,
whether secured or not;

(i) "director", in relation to a body corporate,
means a person occupying therein the position of a direc-
tor by whatever title he is called, and "directors7' and
"board of directors" include a single director;

@ "incorporator" means, in relation to a corpora-
tion, a person who signs the articles of incorporation
of the corporation;

(k) "liability" includes, in relation to a corpora-
tion, any debt of the corporation that arises under

(i) section 50,

(ii) subparagraph ( b ) of section 185, or

(iii) paragraph V) or (g) of subsection (3) of
section 204;

(I) "ordinary resolution" means a resolution passed
by a majority of the votes cast by the shareholders who
voted in respect of that resolution;

LAWS OF ANTIGUA AND BARBUDA

CAP. 222) International Business Corporations

(m) "record" includes any register, b o d or other
record that is required to be kept by a corporation or
other body corporate;

(n) "redeemable share" means a share issued by
a corporation

(i) that the corporation can purchase or redeem
upon demand of the corporation, or

(ii) that the corporation is required by its articles
to purchase or redeem at a specified time or
upon the demand of a shareholder;

(0) ''security interest" means a security interest
within the meaning of section 94;

@) "send" includes deliver;

(q) "series", in relation to shares, means a divi-
sion of a class of shares;

( r ) "share" includes stock;

(s) "shareholder", in relation to a corporation,
includes

(i) the personal representatives of a deceased
shareholder;

(ii) the trustee in bankruptcy of a bankrupt
shareholder; and

(iii) a person in whose favour a transfer of shares
has been executed but whose name has not
been entered in the register of shareholders,
or, if two or more transfers of those shares have
been executed, the person in whose favour the
most recent transfer has been made;

( t ) "special resolution" means a resolution that

(i) is passed by a majority of not less than two-
thirds of the votes cast by the shareholders who
voted in respect of the resolution, or

(ii) is signed by all the shareholders entitled to vote
on the resolution.

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International Business Corporations (CAP. 222 189

PURPOSES OF ACT

3 7 1. (1 ) This Act is to receive such fair, large and Construing Act.
liberal construction and interpretation as will best ensure the
attainment of its purposes.

(2) The purposes of this Act are

(a) to encourage the development of Antigua and
Barbuda as a responsible off-shore financial, trade and
business centre;

(b) to provide incentives by way of tax exemptions
and benefits for off-shore business carried on from within
Antigua and Barbuda; and

(G) to enable the citizens of Antigua and Barbuda
to share in the ownership, management and rewards
of any business activity resulting therefrom.

CONSEQUENTIAL AMENDMENTS

372. ( 1 ) Where a provision of this Act conflicts with $h",';";z: of
a provision of any other Act, the provision of this Act prevails.

(2) To the extent provided under this section but without
limiting the generality of any provision of Part 111, the follow-
ing Acts do not apply in respect of international trades or
businesses or to corporations governed by this Act:

(a) the Bankers Books (Evidence) Act applies in
respect of an international banking corporation when
under this Act the books of that corporation are admis-
sible in evidence without adversely affecting the secrecy
requirements of this Act in relation to the depositors
of the corporation:

(b) the Banking Act, does not apply to an interna-
tional banking corporation;

(6) the Companies Act does not apply to a
corporation;

(d) the Foreign Currency Levy Act, does not apply
to transactions by a corporation in the ordinary course
of its international trade or business in any currency
that is foreign in every country of the Caricom region;

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190 CAP. 222) International Business Corporations

(e) the Insurance (Licence) Act, does not apply in
respect of any International insurance business tran-
sacted by an international insurance corporation;

V) the International Business Companies (Exemp-
tion from Income Tax) Act, does not apply to a
corporation;

@) the Registration and Records Act does not,
except in respect of lands in Antigua and Barbuda, apply
in respect of deeds or other instruments made in Antigua
and Barbuda in the ordinary course of business of a
corporation;

(h) without limiting the generality of the tax
exemptions provided for a corporation in Part 111, the
Telecommunications Tax Act, does not apply in respect
of an international trade or business;

(2) the Travel Tax Act, does not apply to employees
of corporations, if they are exempted under that Act
by the Minister.

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International Business Corporations (CAP. 222 191

SCHEDULE I

INTERNATIONAL BUSINESS CORPORATIONS ACT

ARTICLES O F INCORPORATION
(SECTION 5 (2))

1. Name of Corporation

2. Where the registered office is to be situated.

3. The classes and any number of shares the corporation is
authorized to issue.

4. Restrictions if any of share transfers.

5. Number (or minimum and maximum number) of directors.

6. Restrictions on business the corporation may carry on.

7. Other Divisions, if any.

8. Incorporator(s):

NAMES ADDRESSES SIGNATURE

FOR MINISTRY USE ONLY

CORPORATION NO.

FILED:

FORM I

LAWS OF ANTIGUA AND BARBUDA

192 CAP. 222) International Business Corporations

SCHEDULE I1

INTERNATIONAL BUSINESS CORPORATIONS ACT

ARTICLES O F CONTINUANCE

(SECTIONS 176 (1) AND 182 (1))

1. Name of Corporation

2. Where the registered office is to be situated.

3 . The classes and any number of shares the corporation is
authorized to issue.

4. Restrictions if any of share transfers.

5. Number (or minimum and maximum number) of Directors.

6. Restriction on business the corporation may carry on.

FOR MINISTRY USE ONLY

CORPORATION NO.

FILED:

FORM I1