Chapter 89:01- Companies (Guyana)

Chapter 89:01- Companies

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L.R.O. 1/2012
LAWS OF GUYANA
COMPANIES ACT
CHAPTER 89:01
Act
29 of 1991
Amended by
13
5
of
of
1995
1997
21 of 1998
11 of 1999
Current Authorised Pages
Pages
(inclusive)
Authorised
by L.R.O.
1 – 668 ... 1/2012
LAWS OF GUYANA
2 Cap. 89:01 Companies
L.R.O. 1/2012
Index
of
Subsidiary Legislation
Page
Companies Regulations 491
(Reg. 2/1995, 15/2008)
Companies Winding Up Rules 1905
542
(R. 5/5/1905, 4 of 1972)
Companies Winding Up Rules 1995
667
(R. 1/1995)
External Companies (Exemption From Part IV Division A)
Order 1997
668
(O. 3/1997)

Note
on
Repeal
This Act Repealed the Rate of Interest Act, 1979.
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CHAPTER 89:01
COMPANIES ACT
ARRANGEMENT OF SECTIONS
SECTION
PART I PRELIMINARY
1. Short title.
2. Interpretation.
3. Prohibited associations.
PART II
FORMATION AND OPERATION OF COMPANIES
DIVISION A
INCORPORATION OF COMPANIES
4. Incorporation.
5. Contents of articles of incorporation.
6. Required votes.
7. Documentation.
Certificate of Incorporation
8. Certificate of incorporation.
Corporate Name
9. Corporate name.
10. Reserved name.
11. Change of name.
12. Continued name.
13. Revocation of name.
14. Assigned name.

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SECTION
Pre-Incorporation Contracts
15. Pre-incorporation contracts.
DIVISION B
CAPACITY AND POWERS OF COMPANY
16. Capacity and powers of company.
17. Powers reduced.
18. Validity of acts.
19. Notice not presumed.
20. No disclaimer allowed.
21. Contracts of company.
22. Bills of exchange and promissory notes.
23. Power of attorney.
24. Common seal.
DIVISION C
SHARE CAPITAL
Shares
25. Nature of shares.
26. If only one class.
27. Share classes; class votes.
28. Issue of shares.
29. Consideration.
30. Meaning of “stated capital”.
31. Stated capital accounts.
32. Series shares.
33. Pre-emptive rights.
34. Conversion privileges.
35. Reserve shares.
36. Power of company to require disclosure of beneficial
interests in its voting shares.
37. Company holding shares in capacity as personal
representative, etc.
38. Acquisition of own shares.
39. Other acquisition.
40. Redeemable shares.
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41. Donated shares
42. Voting thereon.
43. Stated capital reduction.
44. Stated capital adjustment.
45. Cancellation of shares.
46. Presumption re own shares.
47. Changing share class.
48. Effect of purchase contract.
49. Payment of commission.
50. Payment of dividend.
51. No elimination of past revenue losses before payment of
dividend.
52. Other provisions with respect to profits.
53. Pre-acquisition profits.
54. Financial assistance to acquire shares.
55. Prohibition of loans to directors of public company.
56. Compensation for loss of office by a director on transfer
of company’s undertaking.
57. Immunity of shareholders.
58. Lien on shares.
DIVISION D
MANAGEMENT OF COMPANIES
The Directors
59. Duty to manage company.
60. Number of directors.
61. Restricted powers.
62. By-law powers.
63. Organisational meeting.
64. Disqualification for appointment as director.
65. Court disqualification of directors.
66. Director’s share qualification.
67. Statement in relation to first directors and secretary.
68. Appointment of directors of public company.
69. Termination of office.
70. Resignation of director.
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SECTION
71. Removal of director.
72. Right to notice.
73. Filling vacancy.
74. Numbers changed.
75. Notice of change.
76. Directors’ meetings.
77. Notice and waiver.
78. Adjourned meeting.
79. One director board.
80. Telephone participation.
81. Delegation of powers.
82. Validity of acts.
83. Resolution in writing.
84. Liability for share issue.
85. Liability for other acts.
86. Contribution for judgment.
87. Recovery by action.
88. Defence to liability.
89. Time limit on liability.
90. Interests in contracts.
91. Interest declaration.
92. Avoidance of nullity.
93. Setting aside contract.
94. Designation of offices, etc.
95. Borrowing powers.
96. Duty of care.
97. Limitation on exemption of director from liability.
98. Dissenting from resolutions.
99. Indemnifying directors, etc.
100. Indemnity of persons for action by or on behalf of
Company.
101. Right to indemnity.
102. Insurance of directors, etc.
103. Court approval of indemnity.
104. Directors’ remuneration.

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SECTION
DIVISION E
SHAREHOLDERS OF COMPANIES
Meetings
105. Place of meetings.
106. Meeting outside Guyana.
107. Calling meetings.
108. Record date of shareholders.
109. Statutory date.
110. Notice of record date.
111. Persons to whom notice of meetings is to be given.
112. Special business.
113. Waiver of notice.
Proposals and Proxies
114. “Proposals” of shareholders.
115. Proxy circular.
116. Nomination in proposal.
117. Non-compliance with proxy solicitation.
118. Publishing immunity.
119. Refusal notice.
120. Restraining meeting.
121. Right to omit proposal.
122. Registrar’s notice.
123. List of shareholders.
124. Examination of list.
125. Substantial shareholder.
126. Substantial shareholder to give notice to company.
127. Person ceasing to be a substantial shareholder to notify
company.
Quorum
128. Quorum

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SECTION
Voting the Shares
129. Right to vote share.
130. Representative of other body.
131. Joint shareholders.
132. Voting method at meetings.
133. Postal voting.
134. Resolution in writing.
Extraordinary General Meeting
135. Requisitioned shareholders meeting.
136. Court-called meeting.
Controverted Affairs
137. Court review controversy.
138. Application to court to declare that resolution was not
passed or was not defeated.
139. Powers of court.
Shareholder Approvals
140. Extraordinary transaction.
DIVISION F
PROXIES
141. Definitions.
Proxy Holders
142. Proxy appointment.
143. Revocation of proxy.
144. Deposit of proxy.
145. Mandatory solicitation of proxy.
146. Prohibited solicitation.
147. Documents for Registrar.
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148. Exemption by Registrar.
149. Proxy attending meeting.
Share Registrants
150. Registrant’s duty.
151. Governing prohibition.

Remedial Powers
152. Restraining Order.
DIVISION G
FINANCIAL DISCLOSURE
Annual Returns
153. Annual return to be made by company.
154. Documents to be annexed to annual return.
155. Copies to shareholders.
156. Registrar’s copies.
Accounts
157. Accounts to be kept.
158. Profit and loss account and balance sheet.
159. Provisions as to contents and form of annual accounts.
160. Group accounts.
161. Form and contents of group accounts.
162. Financial year of holding company and subsidiary.
163. Particulars of directors’ emoluments, etc.
164. Particulars of subsidiaries.
165. Particulars of associated companies in which company
holds shares.
166. Particulars of company’s holding company.
167. Duty to give particulars for purposes of sections 163 to
167.
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SECTION
Directors’ Annual Report
168. Duty to lay directors’ annual report.
169. Particulars of different classes of business of company
and its directors.
Company Auditor
170. Auditor’s qualifications.
171. Disqualification of auditor.
172. Appointment of auditor.
173. Dispensing with auditor.
174. Cessation of office.
175. Removal of auditor.
176. Filling auditor vacancy.
177. Court appointed auditor.
178. Auditor rights to notices.
179. Required attendance.
180. Right to comment.
181. Examination by auditor.
182. Right to inspect.
183. Detected error.
184. Power of auditors in relation to subsidiaries.
185. Auditors’ report.
186. Privilege of auditor.
DIVISION H
CORPORATE RECORDS
Registered Office of Company
187. Registered office.
188. Notice of address.
Company Registers and Records
189. Records of company.
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Records of Trusts
190. Trust notices.
Minutes and Other Record
191. Other records.
Form of Records
192. Records form.
Care of Records
193. Duty of care for records.
Access to Records
194. Access to records.
Shareholders’ Lists
195. Basic list of shareholders.
196. Options list.
197. Restricted use of lists.
198. Company to keep register of substantial shareholders.
DIVISION I
TRANSFER OF SHARES AND DEBENTURES
199. Transfer of shares or debentures.
200. Restrictions on transfers.
201. Duty to issue certifications of transfers.
202. Transfer certificate.
203. Registration of transfers.
204. Effect of certificate.

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SECTION
DIVISION J
TAKE-OVER BIDS
205. Definitions.
206. Offeror rights.
207. Notice to dissenting shareholders.
208. Adverse claims.
209. Delivery of certificates.
210. Payment for shares.
211. Money in trust.
212. Duty of offeree-company.
213. Application to court.
214. Joined parties.
215. Powers and order of court.
216. Additional orders.
DIVISION K
ARRANGEMENTS OF RECONSTRUCTION
217. Power to compromise with creditors and members.
218. Information as to compromises with creditors and
members.
219. Provisions for facilitating reconstruction and
amalgamation of companies.
220. Power to acquire shares of shareholders dissenting from
scheme or contract approved by majority.
DIVISION L
CIVIL REMEDIES
221. Definitions.
Derivative Actions
222. Derivative actions.
223. Power of court.
Restraining Oppression

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224. Oppression restraining.
225. Staying action.
226. Interim costs.
227. Rectification of records.
Other Remedial Actions
228. Directions for Registrar.
229. Refusal by Registrar.
230. Appeal from Registrar.
231. Restraining order, etc.
232. Summary application.
PART III
PROTECTION OF CREDITORS AND INVESTORS
DIVISION A
REGISTRATION OF CHARGES
Charges
233. Registration with Registrar.
234. Registered debenture to rank as mortgage.
235. Contents of charge statements.
236. Certified copy of instrument.
237. Later charges.
238. Effect on enactments.
239. Fluctuating charges.
240. Charge on acquisition of property.
241. Duty to register.
242. Register of charges.
243. Endorsement on debenture.
244. Satisfaction and payment.
245. Rectification of error.
246. Retention of copy.
247. Inspection of copies.
248. Registration of receiver.
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SECTION
Application of Division
249. External company.
DIVISION B
TRUST DEEDS AND DEBENTURES
250. Definitions.
251. Application of Division.
Trustees
252. Conflict of interest.
253. List of debenture holders.
254. Evidence of compliance.
255. Contents of evidence.
256. Further evidence.
257. Evidence relating to conditions.
258. Certificate of compliance.
259. Notice of default.
260. Redemption of debenture.
261. Duty of care.
262. Reliance on statements.
263. No exculpation.
264. Rights of trustees.
Trust Deeds
265. Need for trust deed.
266. Kinds of debentures.
267. Cover of trust deed.
268. Exception.
269. Contents of trust deed.
270. Contents of debentures.
Realisation of Security
271. Realisation of debenture holder’s security.
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SECTION
DIVISION C
RECEIVERS AND RECEIVER-MANAGERS
272. Disqualified receivers.
273. Functions of receivers.
274. Functions of receiver-managers.
275. Directors’ powers stopped.
276. Duty under court direction.
277. Duty under instrument.
278. Duty of care.
279. Directions by court.
280. Duties of receivers, etc.
281. Liability of receivers, etc.
282. Notice of receivership.
283. Statement of affairs.
284. Contents of statement.
285. Contents of prospectus.
[286-304 repealed by Act No. 21 of 1998]
DIVISION E
INSIDER TRADING
305. Definitions.
306. Interpretation for the purpose of section 307.
307. Prohibition of short sale, etc.
308. Interpretation for the purpose of section 309.
309. Liability of insider.
PART IV
OTHER REGISTERED COMPANIES
DIVISION A
EXTERNAL COMPANIES
310. Definitions.
311. Exceptions.
312. Prohibition.
313. Registration required.
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SECTION
314. Restrictions on activities.
315. External amalgamated company.
316. Registering external companies.
317. Language.
318. Attorney of company.
319. Failure of power.
320. Capacity of attorney.
321. Certificate of registration.
322. Effect of registration.
323. Suspension of registration.
324. Cancellation of registration.
325. Revival of registration.
326. Previous activities.
327. Name display.
328. Fundamental changes.
329. Accounts of company carrying on business in Guyana.
330. Incapacity of company.
331. Resumption of action.
332. Other provisions.
333. Holding of land by external company.
DIVISION B
FORMER-ACT COMPANIES
334. Former-Act company.
335. Effect of corporate instrument.
336. Continuation as company.
337. Amending instrument.
338. Articles of continuation.
339. Certificate of continuation.
340. Preservation of company.
341. Various shares.
342. Non-continuance disability.
343. Effect of earlier references.

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SECTION
DIVISION C
APPLICATION OF ACT TO GOVERNMENT COMPANIES
344. Definition of “Government company”.
345. Accounts and audit.
346. Annual report on Government company.
347. Power to modify Act in relation to Government
companies.
PART V
WINDING UP
DIVISION A
PRELIMINARY
348. Modes of winding up.
349. Liability as contributories of present and past members.
350. Definition of contributory.
351. Nature of liability of contributory.
352. Contributories in case of death of member.
353. Contributories in case of bankruptcy of member.
DIVISION B
WINDING UP BY THE COURT
Preliminary
354. Circumstances in which company may be wound up by
court.
355. Definition of inability to pay debts.
356. Petition for winding up.
357. Powers of court on hearing petition.
358. Power to stay or restrain proceedings against company.
359. Avoidance of dispositions of property, etc., after
commencement of winding up.
360. Avoidance of attachments, etc.
361. Commencement of winding up by the court.
362. Copy of order to be forwarded to Registrar.
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363. Actions stayed on winding up order.
364. Effect of winding up order.
Official Receiver
365. Meaning of Official Receiver.
366. Statement of company’s affairs.
367. Report by Official Receiver.
Liquidators
368. Power of court to appoint liquidators.
369. Appointment and powers of provisional liquidator.
370. Appointment, style, etc., of liquidators.
371. Provisions where person other than Official Receiver is
appointed liquidator.
372. General provisions as to liquidators.
373. Custody of company’s property.
374. Vesting of property of company in liquidator.
375. Powers of Liquidator.
376. Exercise and control of liquidator’s powers.
377. Books to be kept by liquidator.
378. Payments of liquidator into bank.
379. Audit of liquidator’s accounts.
380. Control of Registrar over liquidators.
381. Release of liquidator.
Committees of Inspection
382. Meetings of creditors and contributories to determine
whether committee of inspection shall be appointed.
383. Constitution and proceedings of committee of
inspection.
384. Powers of Minister where no committee of inspection.
General Powers of Court
385. Power to stay winding up, etc.
386. Settlement of list of contributories and application of
assets.
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SECTION
387. Delivery of property to liquidator.
388. Payment of debts due by contributory to company and
extent to which set-off allowed.
389. Power of court to make calls.
390. Payment into bank of moneys due to company.
391. Order on contributory is conclusive evidence.
392. Appointment of special manager.
393. Power to exclude creditors not proving in time.
394. Adjustment of rights of contributories.
395. Inspection of books by creditors or contributories.
396. Power to order costs of winding up to be paid out of
assets.
397. Power to summon persons suspected of having
property of company.
398. Power to order public examination of promoters,
directors, etc.
399. Power to arrest absconding contributory.
400. Powers of court cumulative.
401. Delegation to liquidator of certain powers of court.
402. Dissolution of company.
403. Power to enforce orders and appeals from orders.
DIVISION C
VOLUNTARY WINDING UP
Introductory
404. Winding up resolutions.
405. Notice of resolution to wind up voluntarily.
406. Commencement of voluntary winding up.
407. Effect of voluntary winding up on business and
status of company.
408. Avoidance of transfers, etc., after commencement of
voluntary
winding up.
409. Statutory declaration of solvency in case of proposal of
winding up voluntarily.

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SECTION
Provisions Applicable only to Members’ Voluntary Winding Up
410. Power of company to appoint and fix remuneration of
liquidators.
411. Power to fill vacancy in office of liquidator.
412. Power of liquidator to accept shares, etc., as
consideration for sale of property of company.
413. Duty of liquidator to call creditors’ meeting in case of
insolvency.
414. Duty of liquidator to call general meeting at the end of
each year.
415. Final meeting and dissolution.
416. Alternative provisions as to annual and final meetings
in case of insolvency.
Provisions Applicable to a Creditor’s Voluntary Winding Up
417. Meeting of creditors.
418. Appointment of liquidator.
419. Appointment of committee of inspection.
420. Fixing of liquidators’ remuneration and cesser of
directors’ powers.
421. Power to fill vacancy in office of liquidator.
422. Application of section 412 to a creditors’ winding up.
423. Duty of liquidator to call meetings of company and of
creditors at end of each year.
424. Final meeting and dissolution.
Provisions Applicable to every Voluntary Winding Up
425. Distribution of property of company.
426. Powers and duties of liquidator in voluntary winding
up.
427. Power of court to appoint and remove liquidator in
voluntary winding up.
428. Notice by liquidator of his appointment.
429. Arrangement when binding on creditors.

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SECTION
430. Power to apply to court to have questions determined
or powers exercised.
431. Costs of voluntary winding up.
432. Saving for rights of creditors and contributories.
DIVISION D
PROVISIONS APPLICABLE TO EVERY MODE OF
WINDING UP
Proof and Ranking of Claims
433. Debts of all descriptions to be proved.
434. Preferential payments.
Effect of Winding Up on Antecedent and Other Transactions
435. Fraudulent preference.
436. Liabilities and rights of certain fraudulently preferred
persons.
437. Effect of floating charge.
438. Disclaimer of onerous property.
439. Interpretation.
440. Restriction of rights of creditor as to execution or
attachment.
441. Duties of bailiff as to goods taken in execution.
Offences
442. Offences by officers of companies in liquidation.
450. Notification that a company is in liquidation.
443. Penalty for falsification of books.
444. Frauds by officers of companies which have gone into
liquidation.
445. Liability where proper accounts not kept.
446. Fraudulent trading.
447. Power of court to assess damages against delinquent
directors, etc.

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SECTION
448. Prosecution of delinquent officers and members of a
company;
penalties.
Supplementary Provisions as to Winding Up
449. Disqualification for appointment as liquidator.
451. Failure to comply with section 450.
452. Exemption of certain documents from stamp duty on
winding up of companies.
453. Books of company to be evidence.
454. Disposal of books and papers of company.
455. Information as to pending liquidations; penalties.
456. Unclaimed assets.
Supplementary Powers of Court
457. Meetings to ascertain wishes of creditors or
contributories.
458. Affidavits, etc.
Provisions as to Dissolution
459. Power of Court to declare dissolution of company void.
460. Outstanding assets of defunct company to vest in
Registrar.
461. Disposal of moneys.
Rules
462. Rules.
DIVISION E
Winding Up of Unregistered Companies
463. Unregistered company.

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SECTION
464. Winding up of unregistered companies.
465. Contributories in winding up of unregistered company.
466. Power of court to stay or restrain proceedings.
467. Outstanding assets of defunct unregistered company.
PART VI
ADMINISTRATION AND GENERAL
DIVISION A
FUNCTIONS OF THE REGISTRAR
Registrar of Companies
468. Responsibility.
469. Service upon the Registrar.
Register of Companies
470. Register of Companies.
471. Inspection of register.
Notices and Documents
472. Notice to directors, etc.
473. Presumption of receipt.
474. Undelivered documents.
475. Notice waiver.
476. Certificate by company.
477. Evidentiary value.
478. Copies.
479. Filed articles.
480. Alteration of documents.
481. Correction of documents.
482. Proof of documents.
483. Retention of documents.
484. Registrar’s certificate.
485. Refusal power.
486. Filing form.
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SECTION
Removal from Register
487. Striking off register.
488. Liability continues.
Service
489. Service on company.
Company Names

490. Reservation of name.
491. Prohibited name.
492. Refusal of articles.
493. Amalgamation companies.
494. Revival name.
DIVISION B
INSPECTIONS AND INVESTIGATIONS OF COMPANIES
General
495. Interpretation.
Inspection
496. Appointment of inspector by Minister.
497. Notice of appointment, etc., to be published.
498. Powers of inspectors.
499. Examination of interested persons.
500. Interested person failing to comply with requirements
of this Division.
501. Inspectors’ reports.
502. Proceedings on inspectors’ reports.
503. Expenses of investigation.
504. Orders may be made by the Minister.
505. Application for winding up.

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Investigation
506. Investigation order.
507. Court powers.
508. Inspector’s powers.
509. In camera hearing.
510. Incriminating evidence.
511. Privilege absolute.
Inquiries
512. Ownership interest.
513. Client privileges.
514. Inquiries.
DIVISION C
REGULATIONS
515. Regulations.
DIVISION D
OFFENCES AND PENALTIES
516. Name offence.
517. Abuse of corporate status.
518. Reports.
519. Prohibition against offering shares or debentures to the
public.
520. Specific offences.
521. Company offences.
522. General offence.
523. Defence re prospectuses.
524. Order to comply.
525. Limitation.
526. Civil remedies unaffected.

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SECTION
DIVISION E
CONSTRUCTION AND INTERPRETATION OF ACT
Corporate Relationships
527. Affiliated bodies corporate.
528. “Control” of body corporate.
529. “Holding” and “subsidiary”.
Public Distribution of Corporate Securities
530. “Distribution” to public.
531. “Offer” to the public.
532. “Shall” use of.
533. “May” use of.
534. “Must” use of.
Corporate and Other Expressions
535. Definition of technical words.
DIVISION F
MISCELLANEOUS AND CONSEQUENTIAL MATTERS
536. Statutory declarations under certain provisions.
537. Repeal
538. References to Companies Act.
539. Transitional.
540. Repeal effect.
FIRST SCHEDULE
Matters to be specified in Prospectus and Reports to be set out therein.
Part I - Matters to be specified.
Part II - Reports to be set out.
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Part III - Provisions applying to Parts I and II of this
Schedule.
SECOND SCHEDULE
Statement in lieu of Prospectus.
Part I - Statement in lieu of Prospectus lodged for
registration by (insert the name of the
Company.)
Part II - Reports to be set out.
Part III - Provisions applying to Parts I and II of this
Schedule.
THIRD SCHEDULE
By-Laws.
FOURTH SCHEDULE
Part I - Amendment of Articles of Incorporation.
Part II - Amendment of By-Laws.
Part III - Cancellation of amendment of Articles of
Incorporation or By-Laws.
Part IV - Right of shareholder to dissent.
FIFTH SCHEDULE
Contents of annual return of a company.
SIXTH SCHEDULE
Accounts
Preliminary
Part I - General provisions as to balance sheet and profit
and loss account.
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Part II - Special provisions where the company is a
holding company
or subsidiary company.
Part III - Exceptions for special classes of company.
Part IV - Interpretation of schedule.
_________________________
29 of 1991
CHAPTER 89:01
COMPANIES ACT
An Act to revise and amend the law relating to Companies
and to provide for related and consequential matters.
[25TH MAY, 1995]
Short title.
Interpretation.
PART I
PRELIMINARY
1. This Act may be cited as the Companies Act.
2. (1) In this Act—
“articles” means, unless qualified—
(i) the original or restated articles
of incorporation, articles of
amendment, articles of
reorganisation and articles of
continuation; and
(ii) any statute, letters patent,
memorandum of association,
certificate of incorporation, or
other corporate instrument
evidencing the existence of a
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body corporate continued as a
company under this Act;
“company” means a body corporate that is incorporated or
continued under this Act;
“Caribbean Community” means the community of states
established by the Treaty signed on 4th July, 1973, at
Chaguaramas;
“court” means the High Court;
“former-Act company” means a company described in section
25;
“former Act” means the Companies Act immediately in force
before the commencement of this Act;
“officer” in relation to a body corporate means—
(a) the chairman, deputy chairman,
president, or vice president of
the board of directors;
(b) the managing director, the
general manager, comptroller,
the secretary or the treasurer; or
(c) any other individual who
performs for the body
corporate functions similar to
those normally performed by
the holder of any office
specified in subparagraph (a) or
(b);
“public company” means a company any of whose issued
shares or debentures are or were part of a distribution to
the public within the meaning of section 531, or are
intended for distribution to the public;

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c. 2:01

Prohibited
association.
Incorporation.
“Registrar” means the Registrar of Companies under this Act.
(2) Other words and expressions 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 Division
G of Part VI and, in particular but without affecting the
Interpretation and General Clauses Act in other
circumstances, the manner in which the auxiliary words
“shall”, “may” and “must” are used in this Act is set out in
that Division.
3. No association, partnership, society, body or other
group consisting of more than twenty persons may be formed
for the purpose of carrying on any trade or business for gain
unless it is incorporated under this Act or formed under some
other enactment.
PART II
FORMATION AND OPERATION OF COMPANIES
DIVISION A
INCORPORATION OF COMPANIES
4. (1) Subject to subsection (2), one or more persons
may incorporate a company by signing and sending articles
of incorporation to the Registrar.
(2) No individual who—
(a) is less than eighteen years of age;
(b) is of unsound mind and has been so
found by a tribunal in Guyana or
elsewhere; or
(c) is an undischarged bankrupt,
shall form or join in the formation of a company under this
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Contents of
articles of
incorporation.
Act.
(3) If articles of incorporation submitted to the
Registrar are accompanied with a statutory declaration by an
attorney-at-law that to the best of his knowledge and belief no
signatory to the articles is an individual described in
subsection (2), the declaration shall, for the purposes of this
Act, be conclusive of the facts therein declared.
5. (1) Articles of incorporation must follow the
prescribed form and must set out, in respect of the proposed
company—
(a) the proposed name of the company;
(b) that the registered office of the
company is to be situated in Guyana;
(c) the classes and any maximum number
of shares that the company is
authorised to issue; and
(i) if there will be two or more
classes of shares, the rights,
privileges, restrictions and
conditions 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;
(d) the minimum issue price in respect of
shares or classes of shares;

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Fourth
Schedule.
Required votes.
(e) if the right to transfer shares of the
company is to be restricted, a
statement that the right to transfer
shares is restricted and the nature of
those restrictions;
(f) the number of directors or the
minimum and maximum number of
directors of the company;
(g) if section 28 (5) and (6) applies, the
matter required by those subsections
to be stated in the articles; and
(h) any restrictions on the business that
the company may carry on.
(2) The articles may set out any provisions
permitted by this Act or by law permitted to be set out in the
by-laws of the company.
(3) Where the right to transfer any shares is
restricted, a notification to that effect must be given on each
share certificate issued in respect of those shares.
(4) Parts I and III of the Fourth Schedule shall
apply with respect to the amendment and cancellation of the
amendment of articles of a company respectively.
(5) Part IV of the Fourth Schedule shall apply with
respect to the right of a shareholder of a company to dissent
where the articles of the company are to be amended in any
manner mentioned in that Part.
6. (1) Subject to subsection (2), if the articles require a
greater number of votes of directors or shareholders than that
required by this Act to effect any action, the provisions of the
articles shall prevail.
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Documenta-
tion.

Certificate of
incorporation.
Corporate
name.
[5 of 1997]
Reserved name.
(2) The articles may not require a greater number
of votes of shareholders to remove a director than the number
supporting a resolution for his removal under section 71.
7. An incorporator must send to the Registrar with the
articles of incorporation the documents required by sections
67 (1), 188 (1) and 479.
Certificate of Incorporation
8. (1) Upon receipt of articles of incorporation, the
Registrar must issue a certificate of incorporation in
accordance with section 479; and the certificate shall be
conclusive proof of the incorporation of the company named
in the certificate.
(2) A company shall come into existence on the
date shown in its certificate of incorporation.
Corporate Name
9. The word “incorporated” or the abbreviation “inc.”
shall be part of the name of every company, incorporated
under this Act, but a company may use and may be legally
designated by either the full or the abbreviated form:
Provided that, notwithstanding anything in this Act, a
former-Act company may continue the use of the word
“limited” or the abbreviation “ltd.” as part of its name and
may be legally designated by either the full or abbreviated
form.
10. A company must not be incorporated with or have
a name—
(a) that is prohibited or refused under
sections 491 to 494; or
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Change of
name.
Fourth
Schedule.
Continued
name.

Revocation of
name.
Fourth
Schedule.
Assigned
name.
(b) that is reserved for another company
or intended company under section
490.
11. Where, through inadvertence or otherwise, a
company—
(a) comes into existence with a name that
contravenes section 10; or
(b) is, upon an application to change its
name, granted a name that
contravenes section 10,
the Registrar may direct the company to change its name in
accordance with paragraph 1 (1) (a) of Part I of the Fourth
Schedule.
12. Notwithstanding sections 10 and 11, a company
that is continued under this Act shall be entitled to be
continued with the name it lawfully had before that
continuance.
13. Where a company has been directed under section
11 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 Registrar may revoke
the name of the company and assign to it a name; and, until
changed in accordance with paragraph 1 (1) (a) of Part I of the
Fourth Schedule, the name of the company shall thereafter be
the name so assigned.
14. (1) When a company has had its name revoked
and a name assigned to it under section 13, the Registrar must
issue a certificate of amendment showing the new name of
the company and must forthwith give notice of the change in
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Pre-
incorporation
contracts.
the Gazette .
(2) Upon the issue of a certificate of amendment
under subsection (1), the articles of the company to which the
certificate refers shall be amended accordingly on the date
shown in the certificate.
Pre-incorporation Contracts
15. (1) Except as provided in this section, a person
who enters into a written contract in the name of or on behalf
of a company before it comes into existence shall be
personally bound by the contract and shall be entitled to the
benefits of the contract.
(2) Within a reasonable time after a company
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 company adopts a written contract
under subsection (2)—
(a) the company shall be bound by the
contract and shall be entitled to the
benefits thereof as if the company 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 company or on its behalf
shall cease, except as provided in
subsection (4), to be bound by or
entitled to the benefits of the contract.
(4) Except as provided in subsection (5), whether
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Capacity and
powers of
company.
or not a written contract made before the coming into
existence of the company is adopted by the company, 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 company and a
person who purported to act in the name of the company or
on its behalf, and the court may, upon the application, make
any order it thinks fit.
(5) If expressly so provided in the written contract,
a person who purported to act for or on behalf of a company
before it came into existence shall not in any event be bound
by the contract or entitled to the benefits of the contract.
DIVISION B
CAPACITY AND POWERS OF COMPANY
16. (1) A company shall have the capacity and,
subject to this Act, the rights, powers and privileges of an
individual.
(2) A company shall have the capacity to carry on
its business, conduct its affairs and exercise its powers in any
jurisdiction outside Guyana to the extent that the laws of
Guyana and of that jurisdiction permit.
(3) It shall not be necessary for a by-law to be
passed to confer any particular power on a company or its
directors.
(4) This section shall not authorise any company to
carry on any business or activity in breach of—
(a) any enactment prohibiting or
restricting the carrying on of the
business or activity; or

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Powers
reduced.

Validity of acts.
Notice not
presumed.

No disclaimer
allowed.
(b) any provision requiring any
permission or licence for the carrying
on of the business or activity.
17. A company shall not carry on any business or
exercise any power that it is restricted by its articles from
carrying on or exercising, nor shall a company exercise any of
its powers in a manner contrary to its articles.
18. For the avoidance of doubt, it is hereby declared
that no act of a company, including any transfer of property
to or by a company, shall be invalid by reason only that the
act or transfer is contrary to its articles or this Act.
19. No person shall be affected by or presumed to
have notice or knowledge of the contents of a document
concerning a company by reason only that the document has
been filed with the Registrar or is available for inspection at
any office of the company.
20. A company or a guarantor of an obligation of the
company may not assert against a person dealing with the
company or with any person who has acquired rights from
the company that—
(a) any of the articles, or by-laws of the
company has not been complied with;
(b) the persons named in the most recent
notice to the Registrar under section
67 or 75 are not the directors of the
company;

(c) the place named in the most recent
notice sent to the Registrar under
section 188 is not the registered office
of the company;

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Contracts of
company.
(d) a person held out by a company as a
director, an officer or an agent of the
company has not been duly
appointed or has no authority to
exercise the powers or perform the
duties that are customary in the
business of the company or usual for
such a director, officer or agent;
(e) a document issued by any director,
officer or agent of the company with
actual or usual authority to issue the
document is not valid or not genuine;
or
(f) the financial assistance referred to in
section 54 or the sale, lease, or
exchange of property referred to in
section 140 was not authorised,
except where that person has, or ought to have by virtue of
his position with or relationship to the company, knowledge
to the contrary.
21. (1) A contract made according to this section on
behalf of a company—
(a) shall be effective in law in point of
form and shall bind the company and
the other party to the contract; and
(b) may be varied or discharged in the
like manner that it is authorised by
this section to be made.
(2) A contract that, if made between individuals,
would, by law, be required to be in writing or under seal may
be made on behalf of a company in writing under seal.
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Bills of
exchange and
promissory
notes.
Power of
attorney.

Common seal.
(3) A contract that, if made between individuals,
would, by law, be required to be in writing or to be evidenced
in writing by the parties to be charged thereby may be made
or evidenced in writing signed in the name or on behalf of the
company.
(4) A contract that, if made between individuals,
would, by law, be valid although made by parol only, and not
reduced to writing, may be made by parol on behalf of the
company.

22. A bill of exchange or promissory note shall be
deemed to have been made, accepted or endorsed, on behalf
of the company, if made, accepted or endorsed in the name of
the company or if expressed to be made, accepted or
endorsed on behalf or on account of the company.
23. (1) A company 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 any place within or outside Guyana.
(2) A deed signed by a person empowered as
provided in subsection (1) shall bind the company and shall
have the same effect as if it were under the company’s seal.
24. (1) A company must have a common seal with its
name engraved thereon in legible characters; but, except
when required by any enactment to use its common seal, the
company 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 company may
have for use in any country other than Guyana or for use in
any district or place not situated in Guyana, an official seal,
which must be a facsimile of the common seal of the company
with the addition on its face of the name of every country,
district or place where it is to be used.
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Nature of
shares.
(3) Every document to which an official seal of the
company is duly affixed shall bind the company as if it had
been sealed with the common seal of the company.
(4) A company may, by an instrument in writing
under its common seal, authorise any person appointed for
that purpose to affix the company’s official seal to any
document to which the company is party in the country,
district or place where its official seal can be used.
(5) Any person dealing with an agent appointed
pursuant to subsection (4) in reliance on the instrument
conferring the authority may assume that the authority of the
agent continues during the period, if any, mentioned in the
instrument or, if no period is so mentioned, until that person
has actual notice of the revocation or determination of the
authority.
(6) A person who affixes an official seal of a
company to a document shall, by writing under his hand,
certify on the document the date on which and the place at
which the official seal is affixed.
DIVISION C
SHARE CAPITAL
Shares
25. (1) Shares in a company shall be movable
property and shall not be of the nature of immovable
property, and a share shall be transferable in the manner
provided by this Act.
(2) Shares in a company shall be without nominal
or par value.
(3) When a former-Act company is continued
under this Act, a share with nominal or par value issued by
the company before it was so continued shall, for the
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O. 31/1864
O. 21/1898
If only one
class.
purposes of subsection (2), be deemed to be a share without
nominal or par value.
(4) Subject to subsection (5), each share in a
company must be distinguished by an appropriate
designation.
(5) If at any time all the issued shares in a
company, or all the issued shares in a company 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 of the particular class.
(6) For the purposes of this Act, a former-Act
Company shall be a body corporate that was—
(a) incorporated under Part I of the
former-Act;
(b) registered pursuant to section 16 of
the former- Act; or
(c) incorporated or registered under the
Companies Ordinance, 1864 or 1898.
26. When a company has only one class of shares the
rights of the holders shall be equal in all respects and shall
include—
(a) the right to vote at any meeting of
shareholders;
(b) the right to receive any dividend
declared by the company;
(c) the right to receive the remaining
property of the company on
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Share classes;
class vote.
Fourth
Schedule.
dissolution.
27. (1) The articles of a company may provide for
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 26 must be
attached to at least one class of shares
but all of those rights need not be
attached to the same class of shares.
(2) The holders of shares of a class or, subject to
subsection (3), of a series shall be, unless the articles of a
company otherwise provide in the case of an amendment
described in paragraph 14 (1) (a) or (b) of Part IV of the
Fourth Schedule, entitled to vote separately, as a class or
series, upon a proposal to amend the articles for any of the
purposes mentioned in paragraph 14 (1) of the said Schedule.
(3) The holders of a series of a class shall be
entitled to vote separately as a series under subsection (2)
only if the series is affected by an amendment in a manner
different from other shares of the same class.
(4) Subsection (2) shall apply whether or not shares
of a class or series otherwise carry the right to vote.
(5) A proposed amendment to the articles of a
company referred to in subsection (2) shall be 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.

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Issue of shares.
28. (1) Subject to subsection (2), shares may be issued
by a company when, and as often as, the directors of the
company determine.
(2) The right of a company to issue shares shall be
subject to any limitation in the articles of the company with
respect to the number of shares which may be issued and to
any rights stated in the articles of the company with regard to
pre-emptive right in relation to the shares.
(3) Subject to this Act, the issue price of a share in a
company shall be determined by the directors of the
company.
(4) In the exercise of their power under subsection
(3), the directors of a company shall not determine an issue
price in respect of any share that is less than the minimum
issue price stated in the articles of the company for the share,
or the class of shares to which it belongs, unless they are
authorised to do so by a resolution passed in general meeting
of the company and they determine the issue price in
accordance with that resolution.
(5) Where, by an arrangement made before its
incorporation, any shares of a company are to be paid for by a
consideration other than cash, the articles of the company
shall state the nature of the consideration, the value of the
consideration or its value in money terms, and the extent to
which the shares to be issued in respect of it will be credited
as paid up.
(6) Subject to subsection (7), in such a case as is
referred to in subsection (5), a report of a qualified
accountant, valuer or surveyor to the effect that the
consideration is worth at least the amount to be credited as
paid up on the shares to be issued in respect of it shall be
lodged with the Registrar when the articles of the company
are so lodged.
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Consideration.
(7) Subsection (6) shall not apply when the
consideration in question consists of services.
(8) No arrangement of a kind referred to in
subsection (5) shall be implemented where the effect of
implementing it would be to require the issue of any share in
the company concerned at an issue price that is less than the
minimum price stated in the articles of the company for the
share or the class of shares to which it belongs.
(9) No company shall issue bearer shares or bearer
share certificates.
29. (1) A share may not be issued until it is fully
paid—
(a) in money; or
(b) in property or past service.
Subject to this section and section 28, where the issue
price of shares by a company to be paid for in cash is not fully
paid such issue price shall be paid to the company within one
year after they are allotted and may be paid by instalments if
the company so agrees.
(2) If a shareholder fails to pay to a company an
instalment of the issue price in respect of shares held by him
within one month after the instalment becomes due, the
company may serve a written notice on him stating—
(a) the amount due in respect of the
shares;
(b) the date on which it became due; and
(c) that unless the amount is paid within
one month after the notice is served,
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the shares shall be forfeited, but
without prejudice to the recovery
after the forfeiture of any unpaid
instalments,
and if the amount is not so paid—
(d) the allotment of the shares shall
become void and the shares shall be
forfeited to the company;
(e) the company may recover any
instalments of the issue price which
are due but unpaid at the date the
allotment is avoided; and
(f) the company shall not be accountable
to the shareholder for instalments of
the issue price which have been paid
when the allotment of the shares is
avoided.
(3) Nothing in subsections (1) and (2) shall affect
the liability of a shareholder under section 349.
(4) No allotment by a company of shares for a
consideration other than cash shall be made unless—
(a) the directors of the company
have passed a resolution that
the allotment be made;
(b) the resolution states the nature
of the consideration, its value
and the extent to which the
shares to be issued in respect of
it will be credited as paid up by
virtue of it; and
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Meaning of
“Stated
capital”.
(c) the resolution has been
approved by an ordinary
resolution passed by a general
meeting of the company.
(5) Before passing a resolution pursuant to
subsection 2 (a), the directors of the company shall—
(a) where the consideration
consists of services, have a
qualified accountant estimate
the value to the company in
money terms of the services;
or
(b) in any other case have the
consideration valued by a
qualified accountant, valuer or
surveyor.
(6) If shares are issued for a consideration other
than cash, the shares shall not be allotted until—
(a) any services constituting the
consideration have been
performed; or
(b) any assets constituting the
consideration have been
transferred to the company.
(7) For the purposes of this section “property”
shall not include a promissory note or a promise to pay.
30. (1) The stated capital of a company shall consist of
the following items, namely—
(a) with respect to every issue of shares of
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Stated capital
accounts.
any class—
(i) the total proceeds where the
issue is for cash, without any
deductions for expenses or
commissions; and
(ii) the value of the consideration
received where the issue is for a
consideration other than cash;
and
(b) the total of any amount referred to in
subsection (2).
(2) A company may, by special resolution resolve
to transfer any amount to stated capital from any surplus of
the company.
31. (1) A company must maintain a separate stated
capital account for each class and series of shares that it
issues.
(2) A company 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 company may not reduce its stated capital or
any stated capital account except in the manner provided by
this Act.
(4) A company 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 company proposes to add an amount to
a stated capital account that it maintains in respect of a class
or series of shares, that addition to the stated capital account
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must be approved by special resolution if—
(a) the amount to be added was not
received by the company as
consideration for the issue of shares;
and
(b) the company has issued any
outstanding shares of more than one
class or series.
(6) Notwithstanding section 29 and subsection
(2)—
(a) when, in exchange for property, a
company issues shares—
(i) to a body corporate that was an
affiliate of the company
immediately before the
exchange; or
(ii) to a person who controlled the
company immediately before
the exchange,
the company, 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
company and the body corporate or
person, to be the consideration for the
shares so exchanged;
(b) when a company issues shares in
exchange for shares of a body
corporate that was an affiliate of the
company immediately before the
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exchange, the company 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 company issues shares in
exchange for shares of a body
corporate that becomes, because of
the exchange, an affiliate of the
company, the company 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
accounts of the body corporate
immediately before the exchange.
(7) When a former Act company is continued
under this Act—
(a) then, not withstanding subsection (2),
it shall not be required to add to a
stated capital account any
consideration received by it before it
was so continued, unless the share in respect of which the consideration is
received is issued after the company
is continued under this Act;

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Series share.
(b) an amount unpaid in respect of a
share issued by the former-Act
company before it was so continued
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) section 38(2);
(ii) section 43; and
(iii) section 54(2) (a) (ii), shall
include the amount that would
have been included in stated
capital if the company had been
incorporated under this Act.
32. (1) The articles of a company 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, restrictions and
conditions, attaching to the shares of each series, subject to the
limitations set out in the articles.
(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 shall
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 issues of shares of a series authorised
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Pre-emptive
rights.

Conversion
privileges.
under this section, the directors must send to the Registrar
articles of amendment in the prescribed form to designate a
series of shares.
(5) Upon receipt from a company of articles of
amendment designating a series of shares, the Registrar must
issue to the company a certificate of amendment in
accordance with section 479.
(6) The articles of a company shall be amended
accordingly on the date shown in the certificate of
amendment issued under subsection (5)
33. (1) If the articles so provide, no shares of a class of
shares may be issued unless the shares have first been offered
to the shareholders of the company 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) Notwithstanding that the articles of a company
provide the pre-emptive right referred to in subsection (1), the
shareholders of the company have no pre-emptive right in
respect of shares to be issued by the company—
(a) for a consideration other than money;
(b) as a share dividend; or
(c) pursuant to the exercise of conversion
privileges, options or rights
previously granted by the company.
34. (1) A company may grant conversion privileges,
options or rights to acquire shares of the company but must
set out the conditions thereof in any certificates or other
instruments issued in respect thereof.
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Reserve shares.

Power of
company to
require
disclosure of
beneficial
interests in its
voting shares.
[6 of 1997]
(2) Conversion privileges, options and rights to
acquire shares of a company may be made transferable, or
non-transferable, and options and rights to acquire shares
may be made separable or inseparable from any debentures
or shares to which they are attached.
35. Where a company—
(a) has granted privileges to
convert any debentures or
shares issued by the company
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 company limit
the number of authorised
shares, the company must
reserve and continue to reserve
sufficient authorised shares to
meet the exercise of those
conversion privileges, options
and rights.
36. (1) This section shall apply in relation to a public
company which at any time has offered shares in the
company to the public.
(2) Any company in relation to which this section
applies may by notice in writing require any member of the
company, within such reasonable time as is specified in the
notice—
(a) to indicate in writing the capacity in
which he holds any relevant shares in
the company; and
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(b) if he holds them otherwise than as
beneficial owner, to indicate in
writing so far as it lies within his
knowledge the persons who have an
interest in them (either by name and
address or by other particulars
sufficient to enable those persons to
be identified) and the nature of their
interests.
(3) Where a company is informed in pursuance of
a notice given to any person under subsection (2) or under
this subsection that any other person has an interest in any
relevant shares in the company, the company may, by notice
in writing, require that other person within such reasonable
time as is specified in the notice—
(a) to indicate in writing the capacity in
which he holds that interest; and
(b) if he holds it otherwise than as
beneficial owner, to indicate in
writing, so far as it lies within his
knowledge, the persons who have an
interest in them (either by name and
address or by other particulars
sufficient to enable them to be
identified) and the nature of their
interest.
(4) Any company in relation to which this section
applies may, by notice in writing, require any member of the
company to indicate in writing, within such reasonable time
as is specified in the notice, whether any of the voting rights
carried by any relevant shares in the company held by him
are the subject of an agreement or arrangement under which
another person is entitled to control his exercise of those
rights and, if so, to give so far as it lies within his knowledge
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written particulars of the agreement or arrangement and the
parties to it.
(5) Where a company is informed in pursuance of
a notice given to any person under subsection (4) or under
this subsection that any other person is a party to any such
agreement or arrangement as is mentioned in that subsection,
the company may, by notice in writing, require that other
person within such reasonable time as is specified in the
notice to give so far as it lies within his knowledge written
particulars of the agreement or arrangement and the parties
to it.
(6) Whenever a company receives information
from a person in pursuance of a requirement imposed on him
under this section with respect to shares held by a member of
the company, it shall be under an obligation to inscribe
against the name of the member in the register of members—
(a) the fact that the requirement was
imposed and the date on which it was
imposed; and
(b) the information received in pursuance
of the requirement.
(7) Subject to subsection (8), any person who—
(a) fails to comply with a notice under
this section; or
(b) in purported compliance with such a
notice makes any statement which he
knows to be false in a material
particular or recklessly makes any
statement which is false in a material
particular, shall be guilty of an offence
and shall be liable on summary
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Company
holding shares
in capacity as
personal
representative,
etc.
conviction to a fine of nine thousand
dollars.
(8) A person shall not be guilty of an offence under
subsection (7) (a) if he proves that the information in question
was already in the possession of the company or that the
requirement to give it was for any other reason frivolous or
vexatious.
(9) In this section, “relevant shares” in relation to a
company, means shares which in all circumstances carry
rights to vote at a general meeting of the company.
37. (1) A company may, in the capacity of a personal
representative, hold shares in itself or in its holding company
unless it, or the holding company, or a subsidiary of either of
them, has a beneficial interest in the shares.
(2) A company may hold shares in itself or its
holding company 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 company which holds shares in another
company may continue to hold the shares if it becomes a
subsidiary of that other company.
(4) A company holding shares in itself or in its
holding company shall not vote on or permit the shares to be
voted on unless the company holds the shares in the capacity
of a personal representative.
(5) A holding company shall not, pursuant to
section 50 (6), issue shares to a subsidiary of the holding
company unless the subsidiary is, and was before becoming
such a subsidiary, a member of the holding company.
(6) A holding company shall not sell on behalf of a
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Acquisition of
own shares.

Other
acquisition.
subsidiary any shares which would have been issued to the
subsidiary if subsection (5) did not prohibit their being so
issued.
38. (1) Subject to subsections (2), (3) and to its articles,
a company may purchase or otherwise acquire shares issued
by it.
(2) A company shall not make any payment to
purchase or otherwise acquire shares issued by it unless a
statutory declaration is made by the directors of the company
in accordance with this Act and filed with the Registrar to the
effect that there are no reasonable grounds for believing
that—
(a) the company is, or would after the
payment be, unable to pay its
liabilities as they become due; or
(b) the realisable value of the company’s
assets would, after the payment, be
less than the aggregate of its liabilities
and stated capital of all classes.
(3) A company may not under this section
purchase its shares if as a result of the purchase there would
no longer be any member of the company holding shares
other than redeemable shares.
39. (1) Notwithstanding section 44(2), but subject to
subsection (3) and to its articles, a company may purchase or
otherwise acquire its own issued shares—
(a) to settle or compromise a debt or
claim asserted by or against the
company;
(b) to eliminate fractional shares; or
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(c) to fulfil the terms of a non-assignable
agreement under which the company
has an option or is obliged to
purchase shares owned by a director,
an officer or an employee of the
company.
(2) Notwithstanding section 38(2) a company may
purchase or otherwise acquire its own issued shares—
(a) to satisfy the claim of a shareholder
who dissents under paragraph 14 of
Part IV of the Fourth Schedule; or
(b) to comply with an order under section
224.
(3) A company shall not make any payment to
purchase or acquire under subsection (1) shares issued by it
unless a statutory declaration is made by the directors of the
company in accordance with this Act and filed with the
Registrar to the effect that there are no reasonable grounds for
believing that—
(a) the company is, or would after the
payment be unable to pay its
liabilities as they become due; or
(b) the realizable value of the company’s
assets would after the 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.

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Redeemable
shares.
40. (1) Notwithstanding section 38(2) or section 39(3),
but subject to this section and to its articles, a company 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) Notwithstanding anything in the articles of
incorporation of a company—
(a) no shares issued as provided in
subsection (1) shall be redeemed
except out of profits or revenue
reserves of the company which would
otherwise be available for the
payment of dividends, or out of the
proceeds of a fresh issue of shares
made for the purpose of the
redemption;
(b) the minimum premium (if any)
payable on redemption shall be
provided out of profits or revenue
reserves of the company which
would otherwise be available for
the payment of dividends before the
shares are redeemed.
(3) A company shall not make any payment to
purchase or redeem any redeemable shares issued by it
unless a statutory declaration is made by the directors of the
company in accordance with this Act and filed with the
Registrar to the effect that there are no reasonable grounds for
believing that—
(a) the company is, or would after that
payment be, unable to pay its
liabilities as they become due; or

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Donated
shares.

Voting thereon.
Stated capital
reduction.
(b) the realisable value of the company’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.
41. Subject to section 45, a company may accept from
any shareholder a share of the company 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 43.
42. A company holding shares in itself or in its
holding body corporate shall not vote or permit those
shares to be voted unless the company –
(a) holds the shares in the capacity of
a legal representative; and
(b) has complied with section 150.
43. (1) Subject to subsection (3), a company may by
special resolution reduce its stated capital by—
(a) extinguishing or reducing a liability in
respect of an amount unpaid on any
share;
(b) returning to its shareholders any of its
assets which are in excess of the wants
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of the company; 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 shall
specify the stated capital account or accounts from which the
reduction of stated capital effected by the special resolution
will be deducted.
(3) A company shall not reduce its stated capital
under paragraph (a) or (b) of subsection (1) unless a statutory
declaration is made by the directors of the company in
accordance with this Act to the effect that there are no
reasonable grounds for believing that—
(a) the company shall or would, after that
reduction, be unable to pay its
liabilities as they become due; or
(b) the realisable value of the company’s
assets would thereby be less than the
aggregate of its liabilities.
(4) A company that reduces its stated capital under
this section must not later than thirty days after the date of
the passing of the resolution, serve notice of the resolution on
all persons who on the date of the passing of the resolution
were creditors of the company.
(5) A creditor may apply to the court for an order
compelling a shareholder or other recipient—
(a) to pay to the company an amount
equal to any liability of the
shareholder that was extinguished or
reduced contrary to this section; or
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Stated capital
adjustment.
Fourth
Schedule.
(b) to pay or deliver to the company 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
section may not be commenced after two years from the date
of the act complained of.
(7) This section shall not affect any liability that
arises under section 84 or 85.
44. (1) Upon a purchase, redemption or other
acquisition by a company under sections 38, 39, 40, 58, 224(5)
(f) or paragraph 14 of Part IV of the Fourth Schedule of shares
or fractions thereof issued by it, the company 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 or series or
fractions thereof purchased, 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 company must deduct the amount of a
payment made by the company to a shareholder under
section 224(5) (g) from the stated capital account maintained
for the class or series of shares in respect of which the
payment was made.

(3) A company must adjust its stated capital
accounts in accordance with any special resolution referred to
in section 43(2).
(4) Upon a conversion of issued shares of a class
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Fourth
Schedule.

into shares of another class or upon a change under section
224 or paragraph 1 of Part I of the Fourth Schedule of issued
shares of a company into shares of another class or series, the
company must—
(a) deduct, from the stated capital
account maintained for the class or
series of shares changed or converted,
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
company 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
company 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.
45. Shares or fractions of shares issued by a Cancellation of
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shares.
Presumption re
own shares.
Changing share
class.

Effect of
purchase
contract.
company and purchased, redeemed or otherwise acquired by
the company must be cancelled or, if the articles of the
company limit the number of authorised shares, the shares
or fractions may be restored to the status of authorised
but unissued shares.
46. For the purposes of sections 44 and 45, a company
holding shares in itself as permitted by section 37 shall be
deemed not to have purchased, redeemed or otherwise
acquired those shares.
47. (1) Shares issued by a company and converted or
changed under section 224 or paragraph 1 of Part I of the
Fourth Schedule 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 company
and issued shares of that class or series have become,
pursuant to subsection (1), 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 otherwise provide, be increased by the number
of shares that, pursuant to subsection (1), became shares of
another class or series.
48. (1) A contract with a company providing for the
purchase of shares of the company shall be specifically
enforceable against the company except to the extent that the
company cannot perform the contract without thereby being
in breach of section 38 or 39.
(2) In any action brought on a contract referred to
in subsection (1), the company shall have the burden of
proving that performance of the contract is prevented by
section 38 or 39.

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Payment of
commission.
(3) Until the company has fully performed a
contract referred to in subsection (1), the other party retains
the status of a claimant who shall be entitled—
(a) to be paid as soon as the company 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.
49. (1) The directors of a company acting honestly and
in good faith with a view to the best interest of the company
may, subject to subsection (2), authorise the company to pay a
commission to any person in consideration of his purchasing
or agreeing to purchase shares of the company from the
company or from any other person, or procuring or agreeing
to procure purchasers for any such shares.
(2) No commission shall be paid by a company—
(a) unless a payment of that kind is
authorised by the articles of
incorporation of the company;
(b) of any amount that exceeds ten per
cent of the price at which the shares
are issued or the amount or rate
authorised by the articles of
incorporation, whichever is the less;
(c) unless the amount or rate of the
commission is—
(i) in the case of shares offered
to the public for subscription,
disclosed in the prospectus; and
(ii) in the case of shares not so
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Payment of
dividend.
offered, disclosed in the
statement in lieu of prospectus
and, where a circular or notice
(not being a prospectus)
inviting subscription for the
shares is issued, also disclosed
in that circular or notice; and
(d) the number of shares which persons
have agreed for a commission to
subscribe absolutely is disclosed in
the manner required by paragraph (c).
(3) Where a company has paid any sum by way of
commission in respect of any shares in the company, the
amount so paid or so much thereof as has not been written
off, shall be stated in every balance sheet of the company until
the whole amount thereof has been written off.
50. (1) Subject to this section, a company may, in
general meeting, declare dividends in respect of any year or
other period.
(2) Where the recommendation of the directors of a
company with respect to the declaration of a dividend is
rejected or varied by the company in general meeting, a
statement to that effect shall be included in the relevant
directors’ annual report and in the relevant annual return.
(3) No dividend shall be payable to the
shareholders of a company except out of profits.

(4) Any resolution of a company lawfully declaring
a dividend may, upon the recommendation of the directors,
direct payment wholly or partly by the distribution of fully
paid, but not partly paid shares in another company.
(5) A company shall not declare or pay a dividend
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No elimination
of past revenue
losses before
payment of
dividend.

Other
provisions with
respect to
profits.
if there are reasonable grounds for believing that—
(a) the company is, or would be after the
payment, unable to pay its liabilities
as they became due; or
(b) the realisable value of the company’s
assets would thereby be less than the
aggregate of its liabilities and stated
capital.
(6) Where a company has passed a special resolution
of a kind referred to in section 30 (2), the company may on the
recommendation of the directors, by the same or any
subsequent special resolution, resolve that unissued shares in
the company be issued credited as fully paid to the members
of the company who would have been entitled to receive the
sum had it been lawfully distributed by way of dividend and
in the same proportions and so that the sum so transferred to
stated capital shall be deemed to be paid, otherwise than in
cash, on those shares.
51. (1) No company shall be required to eliminate
past revenue losses before dividends from profit of
subsequent years are paid.
(2) A company shall not be required to make good
either realised or unrealised capital losses before a
distribution of dividends.
52. (1) An unrealised capital surplus arising on the
revaluation of unrealised fixed assets shall not be treated as a
profit for the purpose of the declaration or payment of a
dividend.
(2) A company may, by special resolution upon the
recommendation of the directors—

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(a) apply an unrealised capital surplus
(established as provided in
subsection (3) in excess of the
previous book value of its assets for
the purpose of issuing shares by way
of bonus; or
(b) re-organise its balance sheet by
applying a surplus referred to in
paragraph (a) in writing off past
losses (both capital and revenue)
provided that all reserves (other than
capital redemption reserves) have
previously been exhausted.
(3) An unrealised capital surplus shall be treated as
established for the purposes of this section only—
(a) if the fixed assets in question have
been revalued by an independent
valuer; and
(b) if any capital surplus thereby arising
has been certified by an independent
accountant.
(4) A person shall not be an independent valuer or
accountant for the purposes of this section if he is an officer of
the company whose assets are revalued or of any company
which belongs, or belonged when the assets were revalued, to
the same group of companies as the company, or is an
employee or partner of any such officer.
(5) Where a particular company becomes the
subsidiary of another company, any dividend paid to the
other company out of profits of the particular company,
acquired before it became a subsidiary of the other company,
shall be treated as capital, and not as profits of the other
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Pre-acquisition
profits.

Financial
assistance to
acquire shares.
company.
53. Where a company acquires all or enough of the
shares of another company to control all of the other
company’s activities, the pre- acquisition profits of the
acquired company shall be treated as capital of the acquiring
company.
54. (1) Subject to this section, a company or any
company with which it is affiliated, shall not directly or
indirectly, give financial assistance by means of a loan,
guarantee or the provision of security or otherwise for the
purpose of, or in connection with, a purchase or subscription
made or to be made by any person of or for any shares in the
first-mentioned company.
(2) Notwithstanding subsection (1), a company
may give financial assistance by means of a loan, guarantee
or the provision of security or otherwise for the purpose
referred to in that subsection—
(a) where the transaction has been
approved by a special resolution of
the company and a statutory
declaration is made by the directors of
the company in accordance with this
Act to the effect that there are no
reasonable grounds for believing
that—
(i) the company is, or would after
giving the financial assistance
be, unable to pay its liabilities
as they become due; or
(ii) the realisable value of the
company’s assets, excluding the
amount of any financial
assistance in the form of a loan
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and in the form of assets
pledged or encumbered to
secure a guarantee, would,
after giving the financial
assistance be less than the
aggregate of the company’s
liabilities and stated capital;
(b) in the ordinary course of business, if
the lending of money is part of the
company’s ordinary business;
(c) to employees (other than an employee
who is also a director) of the company
or any company with which it is
affiliated—
(i) in accordance with a plan for
the purchase of shares in the
company or any company with
which it is affiliated to be held
by a trustee; or
(ii) to enable them to purchase
shares in the company or in any
company with which it is
affiliated to be held by them by
way of beneficial ownership.
(3) Unless it is unanimous, a special resolution of a
kind referred to in subsection 2(a)—
(a) shall not take effect before the
expiration of the period of twenty-
eight days after it was passed; and
(b) if during that period an application
is made under Division L of Part II
to the court with respect to the
resolution—
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(i) it shall not take effect until
the application is determined;
and
(ii) it shall take effect then only if,
having regard to any order
made on the determination, it
may take effect.
(4) Subject to subsection (5), where a person, or
two or more persons, acting jointly or in concert, gain control
of a particular company, and within one year after the person
or persons so gained control, the particular company or its
subsidiary, purchases any assets—
(a) from that person, any company
controlled by that person or any
group of companies affiliated with the
same group of companies as that
person; or
(b) from those persons, or any of them, or
from—
(i) any company controlled by
them or any of them; or
(ii) any group of companies
affiliated with the same group
of companies as any of them, it
shall be presumed, until the
contrary is proved, that that
person or those persons were
given financial assistance,
contrary to this section, by the
particular company for the
purpose of, or in connection
with, a purchase of or a
subscription for, shares in the
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particular company.
(5) Subsection (4) shall not apply to a purchase of
assets, in the circumstances referred to in that subsection, by a
particular company where it is proved, by the person wishing
to establish that that subsection shall not apply that the
purchase can, in all the circumstances, properly be regarded
as a purchase made in the ordinary course of carrying on the
business of the particular company.
(6) For the purposes of subsection (4), a particular
company shall be controlled—
(a) by a person if shares in the particular
company carrying voting rights
sufficient to elect a majority of the
directors of a particular company are
held, directly or indirectly, other than
by way of security, by or on behalf of
that person; or
(b) by two or more persons—
(i) if the particular company is
affiliated with the same group
of companies as those persons;
or
(ii) if shares in the particular
company sufficient to elect a
majority of the directors in the
particular company, are held,
directly or indirectly, other than
by way of security, or by or on
behalf of those persons—
(a) jointly;
(b) separately; or
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Prohibition of
loans to
directors of
public
company.
(c) jointly in the case of
some shares and
separately in the case of
other shares.
55. (1) Subject to this section, no company shall
whether directly or indirectly, and whether by means of a
loan guarantee or the provision of security or otherwise give
financial assistance—
(a) to any officer of the company or of any
company in the same group of
companies as the company;
(b) to any company in which any
director, or any of the directors
collectively, hold, personally or by
way of nominee, shares which entitle
the director or, as the case may be, the
directors to exercise at least fifty-
one per cent of the unrestricted
voting rights at any general meeting
of that company;
(c) to any subsidiary of a company such
as is referred to in paragraph (b); or
(d) to an officer of a company or
subsidiary such as is referred to in
paragraph (b) or (c).
(2) Nothing in subsection (1) shall be taken as
prohibiting—
(a) where section 54 applies, the giving
of financial assistance to purchase or
subscribe for shares when authorised
to do so by that section;
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Compensation
for loss of office
(b) where lending money is part of the
ordinary business of a company, the
lending of money by the company in
the ordinary course of its business;
(c) anything done to provide any person
with funds to meet expenditure
incurred or to be incurred by him for
the purposes of the company so
providing those funds; or
(d) the giving of financial assistance to
employees of a company (other than
directors) to enable or assist them to
purchase or erect living
accommodation for their own
occupation.
(3) The prohibition in subsection (1) against giving
financial assistance to an officer of a company shall extend to
giving any such financial assistance to the family of an officer
and, for that purpose—
(a) the family of an officer includes the
wife or husband (or reputed wife or
husband), the parents and any
children (whether born in wedlock or
out of wedlock), of the officer; and
(b) this section (with the necessary
modifications) shall apply
accordingly.
(4) Nothing in this section shall operate to prevent
a company from recovering the amount of any financial
assistance given contrary to this section.
56. (1) A company shall not, in connection with the
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by a director on
transfer of
company’s
undertaking.
Immunity of
shareholders.
Lien on shares.
transfer of the whole or any part of the undertaking or
property of the company, make any payment to a director or
former director of the company by way of compensation for
loss of his office, or of any office in connection with the
management of the company’s affairs, or of any office in
connection with the management of any subsidiary of the
company or as consideration for or in connection with his
retirement from any such office, unless particulars with
respect to the proposed payment (including the amount
thereof) have been disclosed to the shareholders of the
company and the proposal has been approved by the
company by an ordinary resolution passed in a general
meeting.
(2) Where a payment which is prohibited by this
section is made to a director or former director of a company,
the amount received shall be deemed to have been received
by the director or former director in trust for the company
and may be recovered by it from the director as a debt
immediately due and payable.
(3) Particulars of a proposed payment to a director or
former director within this section shall be sufficiently
disclosed to shareholders of the company if the particulars are
included in or accompany the notice calling the general
meeting and any advertisement of the meeting published by
the company.
57. The shareholders of a company shall not as
shareholders, be liable for any liability, act or default of the
company except under section 43(5).
58. (1) Subject to this Act, the articles of a company
may provide that the company shall have a lien on a share
registered in the name of a shareholder or his legal
representative for a debt of that shareholder to the company
including an amount unpaid in respect of a share issued by a
company on the date it was continued under this Act.
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Duty to
manage
company.
(2) A company may enforce a lien referred to in
subsection (1)in accordance with its by-laws.
DIVISION D
MANAGEMENT OF COMPANIES
The Directors
59. (1) The directors of a company must—
(a) exercise the powers of the company
directly or indirectly through the
employees and agents of the
company; and
(b) direct the management of the business
and affairs of the company.
(2) The directors of a public company must take all
reasonable steps to ensure that the secretary or each joint
secretary of the company is a person who appears to the
directors to have the requisite knowledge and experience to
discharge the functions of a secretary of a public company.
(3) For the purposes, of this section, a person—
(a) who, on the commencement of this
Act, held the office of secretary,
assistant secretary, or deputy
secretary of a public company;
(b) who, for at least three years of the five
years immediately preceding his
appointment as secretary, held the
office of secretary of a public
company;
(c) who is a member in good standing of
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Number of
directors.
Restricted
powers.

By-law powers.
the Institute of Chartered Accountants
of Guyana, Chartered Institute of
Secretaries and Administrators, or the
Chartered Institute of Public Finance
and Accountancy;
(d) who is an attorney-at-law; or
(e) who, by virtue of his holding or
having held any other position or
having been a member of any other
body, appears to be capable of
discharging the functions of a
secretary of a public company, may be
assumed by a director of a public
company to have the requisite
knowledge and experience to
discharge the functions of a secretary
of the public company, if the director
does not know otherwise.
60. A company must have at least one director, but a
public company must have a minimum of two directors.
61. If the powers of the directors of a company to
manage the business and affairs of the company are in whole
or in part restricted by the articles of the company, the
directors shall have all the rights, powers and duties of the
directors to the extent that the articles do not restrict those
powers, but the directors shall thereby be relieved of their
duties and liabilities to the extent that the articles restrict their
powers.
62. (1) Unless the articles or by-laws otherwise
provide, the directors of a company may by resolution make,
amend, or repeal any by-laws for the regulation of the
business or affairs of the company.

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(2) The directors of a company must submit a by-
law, or any amendment or repeal of a by-law, made under
subsection (1) to the shareholders of the company 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, shall be 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
(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 shall continue 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 shall cease to be effective, and no
subsequent resolution of the directors to make, amend or
repeal a by-law having substantially the same purpose or
effect shall be 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, in accordance with
sections 114 to 122, make a proposal to make, amend or repeal
a by-law.
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Third Schedule.
Fourth
Schedule.

Organisational
meeting.

Disqualifica-
tion for
appointment as
director.
(6) A company may adopt all or any of the by-laws
contained in the Third Schedule.
(7) Parts II and III of the Fourth Schedule shall
apply with respect to the amendment and cancellation of
amendment of by-laws of a company respectively.
63. (1) After the issue of a certificate of incorporation
of a company, a meeting of the directors of the company 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;
(d) appoint officers;
(e) appoint an auditor to hold office until
the first annual meeting of
shareholders;
(f) make banking arrangements; and
(g) transact any other business.
(2) An incorporator or a director may call the
meeting of directors referred to in subsection (1) 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.
64. (1) An individual who is prohibited by section 4(2)
from forming or joining in the formation of a company, and a
person which is not an individual shall not be a director of
any company.
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Court dis-
qualification of
directors.
(2) When a person is disqualified under section 65
from being a director of a company, that person may not,
during that period of disqualification, be a director of any
company.
65. (1) When, on the application of the Registrar, it is
made to appear to the court that a person is unfit to be
concerned in the management of a public company, the court
may order that, without the prior leave of the court, he may
not be a director of the company or, in any way, directly or
indirectly, be concerned with the management of the
company 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
(b) not exceeding five years,
as may be specified in the order.
(2) In determining whether or not to make an order
under subsection (1), the court shall have regard to all the
circumstances that it considers relevant including any
previous convictions of the person in Guyana or elsewhere for
an offence involving fraud or dishonesty or in connection
with the promotion, formation or management of any body
corporate.
(3) In the case of a person who has been
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persistently in default in relation to relevant requirements of
this Act, only the Minister may make an application under
this section.
(4) Before making an application under this section
in relation to any person, the Registrar must give that person
not less than ten days’ notice of the Registrar’s intention to
make the application.
(5) On the hearing of an application made by the
Registrar or the Minister under this section or an application
for leave under this section to be concerned with the
management of a public company, the Registrar or the
Minister 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 an attorney-at
law.
(6) The Minister shall notify in the Gazette the
making of an order under subsection (1), but any failure to do
so shall not affect the validity of an order or its effect.
(7) Where, in relation to a person, a court in a
country that is a Member State of the Caribbean Community
makes, under an enactment relating to bodies corporate, an
order of the kind referred to in subsection (1), then, for so
long as the order has effect, section 64 shall have effect as if
the order had been made by the court under that subsection.
(8) For the purposes of subsection (3) the fact that a
person has been persistently in default in relation to relevant
requirements of this Act may be conclusively established by
proving to the satisfaction of the court that—
(i) the person has failed to
comply with relevant
requirements of this Act in two
successive years or on three
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Director’s share
qualification.
occasions in a period of five
years;
(ii) on each occasion notice of the
failure has been communicated
to the registered office of the
company in question;
(iii) the person did not, consequent
on the notice, rectify the failure;
and
(iv) in respect of the most recent
failure to comply with relevant
requirements of this Act, the
person has been convicted of an
offence for that failure.
(9) For the purposes of this section—
(a) the fact that a court in a country that
is a Member State of the Caribbean
Community has made an order may,
without prejudice to its proof in any
other way, be proved by the
production of a copy of the Official
Gazette of that country; and
(b) the fact that that order is an order of a
kind referred to in subsection (1) may,
without prejudice to its proof in any
other way, be proved by a person
having knowledge of the laws of that
country and of the State so deposing.
66. (1) Unless a company’s by-laws otherwise provide,
a director of the company need not be a member of the
company or hold any shares in the company.
(2) Every director who is by the by-laws required
to hold a specified share qualification and who is not already
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Statement in
relation to first
directors and
secretary.
qualified shall obtain his qualification within two months
after his appointment or such shorter period as is fixed by the
by-laws.
(3) Unless otherwise provided by the by-laws of a
company the qualification of any director of the company
shall be held by him solely and not as one of several joint
holders.
(4) A director shall vacate his office if he has not
within the period referred to in subsection (2) obtained his
qualification or if after so obtaining it he ceases at any time to
hold his qualification.
(5) A person vacating his office under subsection
(4) shall be incapable of being re-appointed as director until
he has obtained his qualification.
67. (1) There shall be delivered to the Registrar as part
of the application with respect to the formation of a company
a statement in the prescribed form containing the names and
relevant particulars of—
(a) the persons who are to be the first
directors or, as the case may be, the
person who is to be the first director
of the company; and
(b) with respect to a person named as
secretary or as one of the joint
secretaries, the particulars which by
section 189(6) are required to be
contained in that register with respect
to the secretary or, as the case may be,
to each secretary.
(2) The statement required to be delivered by this
section shall be signed by or on behalf of the subscribers of
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Appointment
of directors of
public
company.
the articles of incorporation and shall contain a consent
signed by the person, or each of the persons, named in it as a
director, a secretary, or as one of the joint secretaries, to act in
the relevant capacity.
(3) The persons named in the statement required
by this section as the director or directors and secretary or
joint secretaries of the company shall, on the incorporation of
the company, be deemed to have been respectively appointed
as the first director or directors, secretary or joint secretaries,
of the company and any appointment, by the articles of
incorporation delivered to the Registrar, of a person as
director or secretary shall be void unless he is named as a
director or as a secretary, or one of the joint secretaries, in the
statement.
68. (1) Subject to this section, a director of a company
may be appointed only by ordinary resolution passed at a
general meeting of the company and for a period not
exceeding five years, but a director may be re-appointed in
like manner on any number of occasions for a period not
exceeding five years on each re-appointment.
(2) Subject to section 67, the articles of
incorporation may make provision with respect to the
appointment of the first directors of the company.
(3) The first directors of the company shall cease to
hold office at the termination of the first annual general
meeting of the company, but they shall be eligible for re-
appointment under subsection (1) at that meeting.
(4) Subject to section 67 and to subsection (7), any
provision in the articles of incorporation or by-laws of a
company by which a director may be appointed in any other
manner than the manner provided by this section shall be
void.

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Termination of
office.

Resignation of
director.
(5) The articles of incorporation or by-laws of a
company or any trust deed, debentures, agreement or
instrument may provide for the appointment of one director,
or two or more directors (not exceeding in number one-third
of the number of directors for the time being holding office)
by any class of shareholder or by the debenture holders of the
company or by the trustee of the covering debenture trust
deed.
(6) At a general meeting of a company, a motion
for the appointment of two or more persons as directors of
the company by a single resolution shall not be made, unless
a resolution that it shall be so made has first been agreed to by
the meeting without any vote being given against it.
(7) The articles of incorporation of a Company may
provide for the automatic re-appointment of a director at the
expiration of his term of office if no other person is appointed
by a general meeting in his place, but such as director shall
not be automatically re-appointed if an ordinary resolution is
passed at a general meeting that the vacant directorship shall
not be filled, or if a resolution for the re-appointment of the
director is defeated.
69. A director of a company shall cease to hold office
when—
(a) he dies or resigns;
(b) he is removed in accordance with
section 71;
(c) he becomes disqualified under section
64 or 65.
70. The resignation of a director of a company shall
become effective at the time his written resignation is sent to
the company or at the time specified in the resignation,
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Removal of
director.

Right to notice.
whichever is later.
71. (1) The shareholders of a company may, by
ordinary resolution at an annual general meeting or at an
extraordinary general meeting, remove any director from
office.
(2) Where the holders of any class or series of
shares of a company 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
director is removed or, if the vacancy is not so filled, it may be
filled pursuant to section 73.
72. (1) A director of a company shall be entitled to
receive notice of, and to attend and be heard at, every meeting
of share holders.
(2) A director—
(a) who resigns;
(b) who receives a notice or otherwise
learns of a meeting of shareholders
called for the purpose of removing
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
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Filling vacancy.
about to expire,
may submit to the company a written statement giving the
reasons for his resignation or the reason why he opposes any
proposed action or resolution.
(3) The company shall forthwith send a copy of the
statement referred to in subsection (2) to the Registrar and to
every shareholder entitled to receive notice of any meeting
referred to in subsection (1).
(4) No company or person acting on its behalf shall
incur any liability by reason only of circulating a director’s
statement in compliance with subsection (3).
73. (1) Subject to subsections (3) and (4), a quorum of
directors of a company may fill a vacancy among the directors
of the company, 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 company.
(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
shareholders.
(3) Where the holders of any class or series of
shares of a company 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
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Numbers
changed.

Notice of
change.
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 company may provide that a
vacancy among the directors be filled only—
(a) by a vote of the share holders; 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.
74. The shareholders of a company may amend the
articles of the company 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 incumbent
director.
75. (1) Within one month after a change is made
among its directors, a company shall send to the Registrar a
notice in the prescribed form setting out the change; and the
Registrar shall file the notice.

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Directors’
meetings.

Notice and
waiver.

(2) Any interested person, or the Registrar, may
apply to the court for an order to require a company to
comply with subsection (1); and the court may so order and
make any further order it thinks fit.
(3) A director in respect of whom an entry is
required to be made in the register shall notify the company
in writing within seven day s after the matter occasioning the
requirement of the entry occurs or arises, and shall include in
the notification the particulars which the company is required
to enter in the register in respect of that matter.
76. (1) Unless the articles or by-laws of a company
otherwise provide, the directors of a company may meet at
any place, and 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 shall constitute 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.
77. (1) A notice of a meeting of the directors of a
company must specify any matter referred to in section 81(2)
that is to be dealt with at the meeting; but, unless the by-laws
of the company 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 shall be a waiver of notice of the meeting
by the director except when 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.

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Adjourned
meeting.
One director
board.
Telephone
participation.
Delegation of
powers.
78. 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.
79. Where a company has only one director that
director may constitute a meeting.
80. (1) Subject to the by-laws of a company, a director
may, if all the directors of the company consent, participate in
a meeting of directors of the company or of a committee of the
directors by means of such telephone or other
communication facilities as permit all persons participating in
the meeting to hear each other.
(2) A director who participates in a meeting of
directors by such means as are described in subsection (1),
shall, for the purposes of this Act, be deemed to be present at
the meeting.
81. (1) Directors of a company may appoint from their
number a managing director or a committee of directors and
delegate to the managing director or committee any of the
powers of the directors.
(2) Notwithstanding subsection (1), no managing
director and no committee of directors of a company may—
(a) submit to the shareholders any
question or matter requiring the
approval of the shareholders;
(b) fill a vacancy among the directors or
in the office of the auditor;
(c) issue shares except in the manner and
on the terms authorised by the
directors;

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Validity of acts.
Resolution in
writing.
(d) declare dividends;
(e) purchase, redeem or otherwise
acquire shares issued by the
company;
(f) pay a commission referred to in
section 49;
(g) approve a management proxy circular
referred to in Division F;
(h) approve any financial statements
referred to in section 153, or
(i) adopt, amend or repeal by-laws.
82. An act of a director or officer shall be valid
notwithstanding any irregularity in his election or
appointment or any defect in his qualification.
83. (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 shall be as valid as if it
had been passed at a meeting of
directors or a committee of directors;
and
(b) the resolution shall satisfy all the
requirements of this Act relating to
meetings of directors or committees
of directors.
(2) A copy of every resolution, referred to in
subsection (1) must be kept with the minutes of the
proceedings of the directors or committee of directors.
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Liability for
share issue.

Liability for
other acts.
Fourth
Schedule.
Contribution
for judgment.
Liabilities of Directors
84. Directors of a company who vote for or consent to
a resolution authorising the issue of a share under section 28
for a consideration other than money shall be jointly and
severally liable to the company to make good any amount by
which the consideration received is less than the fair
equivalent of the money that the company would have
received if the share had been issued for money on the date of
the resolution.
85. Directors of a company who vote for or consent to
a resolution authorising—
(a) a purchase, redemption or other
acquisition of shares contrary to
section 38, 39 or 40;
(b) a commission contrary to section 49;
(c) a payment of a dividend contrary to
section 50;
(d) financial assistance contrary to section
54;
(e) a payment of an indemnity contrary
to any of the provisions of section 224
or paragraphs 14 to 38 of Part IV of
the Fourth Schedule,
shall be jointly and severally liable to restore to the company
any amounts so distributed or paid and not otherwise
recovered by the company.
86. A director who has satisfied a judgment founded
on a liability under section 84 or 85 shall be entitled to
contribution from the other directors who voted for or
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Recovery by
action.
Fourth
Schedule.

Defence to
liability.

Time limit on
liability.
consented to the unlawful act upon which the judgment was
founded.
87. (1) A director who is liable under section 85 may
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 38,39,40,49,50 or 54.
(2) In connection with an application under
subsection (1), 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 sections 38, 39, 40, 49,
50, 54, 99 to 103, 224 or paragraphs 14
to 38 of Part IV of the Fourth
Schedule;
(b) order a company to return or issue
shares to a person from whom the
company has purchased, redeemed or
other- wise acquired shares; or
(c) make any further order it thinks fit.
88. A director of a company shall not be liable under
section 84 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 company would
have received if the share had been issued for money.
89. An action to enforce a liability imposed under
section 84 or 85 may not be commenced after two years from
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Interests in
contracts.
the date of the resolution authorising the action complained
of.
Contractual Interest
90. (1) A director or officer of a company—
(a) who is a party to a material contract
or proposed material contract with
the company; or
(b) who is a director or an officer of
anybody, or has a material interest in
any body, that is a party to a material
contract or proposed material
contract with the company,
must disclose in writing to the company or request to have
entered in the minutes of the 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 company—
(a) at the meeting at which a proposed
contract is first considered;
(b) if the director was not then interested
in a proposed contract, at the first
meeting after he becomes so
interested;
(c) if the director becomes interested after
a contract is made, at the first meeting
after he becomes so interested; or
(d) if a person who is interested in a
contract later becomes a director of
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the company, 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 company who is not a
director—
(a) forthwith after he becomes aware that
the contract or proposed contract is to
be considered or has been considered
at a meeting of directors of the
company;
(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 company, forthwith after he
becomes an officer.
(4) If a material contract or a proposed material
contract is one that, in the ordinary course of the company’s
business, would not require approval by the directors or
shareholders of the company, a director or officer of the
company must disclose in writing to the company or request
to have entered in the minutes of meetings of directors 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 company who is referred to in
subsection (1) may vote on any resolution to approve a
contract 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 benefit of
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Interest
declaration.

Avoidance of
nullity.
the company or an affiliate of the
company;
(b) is a contract that relates primarily to
his remuneration as a director, officer,
employee or agent of the company or
affiliate of the company;
(c) is a contract for indemnity or
insurance under sections 99 to 103;
(d) is a contract with an affiliate of the
company; 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 (a), no
resolution shall be valid unless it is approved by not less than
two-thirds of the votes of the shareholders of the company to
whom notice of the nature and extent of the director’s interest
in the contract is declared and disclosed in reasonable detail.
91. For the purposes of section 90, a general notice to
the directors of a company by a director or an officer of the
company 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 shall be a sufficient
declaration of interest in relation to any such contract.
92. A material contract between a company and one or
more of its directors or officers, or between a company and
another body of which a director or officer of the company is
a director or officer or in which he has a material interest,
shall be neither void not voidable—
(a) by reason only of that relationship; or

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Setting aside
contract.

Designation of
offices, etc.
(b) 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 section 90(2), (3) or (4) or section 91, as the case may be,
and the contract was approved by the directors or the
shareholders and was reasonable and fair to the company at
the time it was approved.
93. When a director or officer of a company fails to
disclose, in accordance with section 90 or 91, his interest in a
material contract made by the company, the court may, upon
the application of the company or a shareholder of the
company set aside the contract on such terms as the court
thinks fit.
Officers of the Company
94. Subject to the articles or by-laws of a company—
(a) the directors of the company may designate
the offices of the company, appoint as
officers persons of full capacity, specify their
duties and delegate to them powers to
manage the business and affairs of the
company, except powers to do anything
referred to in section 81(2);
(b) a director may be appointed to any office of
the company; and
(c) two or more offices of the company may be
held by the same person.

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Borrowing
powers.
Borrowing Powers of Directors
95. (1) Unless the articles or by-laws of the company
otherwise provide, the articles of a company shall be
presumed to provide that the directors of the company may,
without authorisation of the shareholders—
(a) borrow money upon the credit of the
company;
(b) issue, re-issue, sell or pledge
debentures of the company;
(c) subject to section 54, give a guarantee
on behalf of the company to secure
performance of an obligation of any
person; and
(d) mortgage, charge, pledge, or
otherwise create to secure any
obligation of the company a security
interest in all or any property of the
company that is owned or
subsequently acquired by the
company.
(2) Notwithstanding section 81(2) and section
94(a), unless the articles or by-laws of a company otherwise
provide, the directors of the company may by resolution
delegate the powers mentioned in subsection (1) to a director,
a committee of directors or an officer of the company.
(3) For the purposes of this Act “security interest”
means any interest in or charge upon any property of a
company, by way of mortgage, bond, lien, pledge or other
means, that is created or taken to secure the payment of an
obligation of the company.

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Duty of care.

Limitation on
exemption of
director from
liability.
Duty of Directors and Officers
96. (1) Every director and officer of a company in
exercising his powers and discharging his duties must—
(a) act honestly and in good faith with a
view to the best interest of the
company; and
(b) exercise the care, diligence and skill
that a reasonably prudent person
would exercise in comparable
circumstances.
(2) In determining what is in the best interest of a
company, a director must have regard to the interests of the
company’s employees in general as well as to the interests of
its shareholders.
(3) The duty imposed by subsection (2) on the
directors of a company is owed by them to the company
alone; and the duty shall be enforceable in the same way as
any other fiduciary duty owed to a company by its directors.
(4) Every director and officer of a company must
comply with this Act and the regulations and with the articles
and by-laws of the company.
(5) No provision in a contract, the articles of a
company, its by-laws or any resolution, shall relieve a director
or officer of the company from the duty to act in accordance
with this Act or the regulations, or shall relieve him from
liability for a breach of this Act or the regulations.
97. The resignation of a director of a company shall
not itself release him from his duties as an officer of the
company unless, in all the circumstances of the case, it is
reasonable for him to assume that, having notified the
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L.R.O. 1/2012

Dissenting
from
resolution.
company of his resignation, the company will lodge with the
Registrar the appropriate notice of change under section 75.
98. (1) A director who is present at a meeting of the
directors or of a committee of directors 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;
(b) 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 company 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 shall be
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 company.
(4) A director shall not be liable under section 84,
85 or 96 if he relies in good faith upon—

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Indemnifying
directors, etc.
(a) financial statements of the company
represented to him by an officer of the
company; or
(b) a report of an attorney-at-law,
accountant, engineer, appraiser or
other person whose profession lends
credibility to a statement made by
him.
Indemnities
99. (1) Except in respect of an action by or on behalf of
a company or body corporate to obtain a judgment in its
favour, a company may indemnify—
(a) a director or officer of the company;
(b) a former director or officer of the
company; or
(c) a person who acts or acted at the
company’s request as a director or
officer of a body corporate of which
the company is or was a shareholder
or creditor,
and his legal representatives, 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 company or body corporate.
(2) Subsection (1) shall not apply unless the
director or officer to be so indemnified—

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Indemnity of
persons for
action by or on
behalf of
Company.

Right to
indemnity.
(a) acted honestly and in good faith with
a view to the best interests of the
company; 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.
100. A company may with the approval of the court
indemnify a person referred to in section 99 in respect of an
action—
(a) by or on behalf of the company or
body corporate to obtain a judgment
in its favour; and
being or having been a director or an
officer of the company or body
corporate,
against all costs, charges and expenses reasonably incurred by
him in connection with the action, if he fulfils the conditions
set out in section 99(2).
101. Notwithstanding anything in section 99 or 100 a
person described in section 99 shall be entitled to indemnity
from the company 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 company or body
corporate, if the person seeking indemnity—
(a) was substantially successful on the
merits in his defence of the action or
(b) to which he is made a party by reason of
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Insurance of
directors, etc.
Court
approval of
indemnity.

Directors’
remuneration.
proceeding;
(b) qualified in accordance with the
standards set out in section 99 or 100;
and
(c) is fairly and reasonably entitled to
indemnity.
102. A company may purchase and maintain
insurance for the benefit of any person referred to in section
99 against any liability incurred by him under section 96(1) (b)
in his capacity as a director or officer of the company.
103. (1) A company or person referred to in section 99
may apply to the court for an order approving an indemnity
under section 100, and the court may so order and make any
further order it thinks fit.
(2) An applicant under subsection (1) must give
the Registrar notice of the application, and the Registrar may
appear and be heard in person or by an attorney-at-law.
(3) Upon an application under subsection (1), the
court may order notice to be given to any interested person,
and that person may appear and be heard in person or by an
attorney-at-law.
104. (1) Subject to subsection (2), no remuneration
shall be paid to a director of a company unless the amount or
rate thereof is specified in the articles of incorporation or by-
laws of the company or in a written service agreement
between the company and the director which has been
authorised or approved by a general meeting of the company.
(2) If a written service agreement between a
company and a director of the company is entered into
without the authorisation of a general meeting, remuneration
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L.R.O. 1/2012
may be paid under the agreement to the director for a period
not exceeding six months until the remuneration is approved
by a general meeting, but if such approval is refused no
remuneration for a period prior to the refusal is recoverable
by the company.
(3) No payment shall be made by a company—
(a) to an officer or former officer of the
company as a pension or retirement
benefit;
(b) to an officer or former officer of the
company for loss of his office, or of
any office in connection with the
management of the company’s affairs,
or of any office in connection with the
management of any subsidiary of the
company, or as consideration for or in
connection with his retirement from
any such office;
(c) to a dependent of, or to a person
nominated by, an officer or former
officer of the company by way of a
pension or a provision; or
(d) to any person in return for an
undertaking to provide any benefit
within the foregoing paragraphs,
unless the payment is previously authorised by an ordinary
resolution passed at a general meeting of the company or
unless the payment is provided for by a written service
agreement between the company and the officer or former
officer and the term relating to the payment has been
approved by an ordinary resolution passed at a general
meeting before, or within six months after, the agreement is
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entered into.
(4) No payment to which this section applies shall
be made by a company free of income tax, or otherwise
calculated by reference to, or varying with, the amount of
income tax payable by any person or to or with any specified
rate of income tax, except under a contract which was in force
immediately before the commencement of this Act and which
provides expressly, and not by reference to the articles of
incorporation or by-laws of the company, for payment of any
such remuneration and, except as aforesaid, the payment to
be made shall be a gross sum subject to income tax equal to
the net sum for which the articles of incorporation or by-laws
of the company or any resolution or contract in respect of the
payment, actually provides.
(5) In this section—
“dependant” includes any person (whether related to an
officer or former officer or not) who is entitled to any
benefit or advantage under a contract, trust, scheme or
arrangement to which the company is a party by reason
of the person’s connection with the officer or former
officer;
“income tax” means any tax imposed on, and calculated by
reference to the amount of the income of, a person by the
law of Guyana or any other country;
“pension” includes any superannuation allowance,
superannuation gratuity or similar payment;
“provision” includes any payment of money to, or the
conferment of any benefit on, the recipient whether on
one occasion or on two or more successive occasions;
“remuneration” includes salary, fees, commission, share or
percentage of profits, expenses allowance and any other
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Place of
meetings.

Meeting
outside
Guyana.
form of emolument whether in cash or not, relating to
services as a director of a company or any of its
subsidiaries.

(6) Nothing in this section shall operate to enable a
company or any other person to recover any premium paid
by a company to secure the provision of any benefit falling
within paragraph (a), (b) or (c) of subsection (3), but any sum
paid or the value of any benefit conferred under any of those
paragraphs by the person to whom the premium is paid shall
be recoverable by the company from the recipient if
subsection (3) has not been complied with.
DIVISION E
SHAREHOLDERS OF COMPANIES
Meetings
105. (1) Meetings of shareholders of a company must
be held at the place within Guyana provided in the by-laws
or, in the absence of any such provision, at the place within
Guyana that the directors determine.
(2) Notwithstanding subsection (1), a meeting of
shareholders of a company may be held outside Guyana if all
the shareholders entitled to vote at the meeting so agree.
(3) A shareholder who attends a meeting of
shareholders held outside Guyana shall agree to its being so
held 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 held.
106. Notwithstanding section 105, if the articles of a
company so provide meetings of shareholders of the
company may be held outside Guyana at one or more places
specified in the articles.

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Calling
meetings.
[6 of 1997]
107. (1) The directors of a company—
(a) must call an annual general meeting
of shareholders not later than
eighteen months after the company
comes into existence and
subsequently, at least once in every
calendar year and not later than
fifteen months after holding the last
preceding annual general meeting;
and
(b) may at any time call a special meeting
of shareholders.
(2) The Minister may, on application made by a
company in accordance with a resolution of the directors and
signed by a director or secretary, on payment of the
prescribed fee and subject to such conditions and directions
as the Minister thinks fit to impose or give—
(a) extend the period of eighteen or
fifteen months referred to in
subsection (1); and
(b) permit an annual general meeting to
be held in a calendar year other than
the calendar year in which it would
otherwise be required by subsection
(1) to be held,
and a company shall not be in default under subsection (1) if
it holds an annual general meeting within the period so
extended or in accordance with any such permission.
(3) An application by a company for an extension
of a period or for permission under subsection (2) shall be
made before the expiration of the period or of the calendar
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Record date of
shareholders.
year in which the annual general meeting would otherwise be
required to be held, as the case may be.
(4) Where in a calendar year (other than the
year of its incorporation or the following year) a company
does not hold an annual general meeting, an annual general
meeting of the company shall, for the purposes of calculating
the period within which the next annual general meeting is,
under subsection (1), required to be held, be deemed to have
been held on the thirty-first of December in that calendar year
unless the Registrar otherwise directs or on such other date in
that calendar year as the Registrar determines.
(5) If default is made in holding an annual general
meeting under this section or in complying with any
condition of the Minister under subsection (2)—
(a) the company and every officer of the
company in default shall be guilty of
an offence and shall be liable on
summary conviction to a fine of
fifteen thousand dollars; and
(b) the Minister may of his own motion or
on the application of any member of
the company order a general meeting
to be held.

(6) If default is made in complying with an order
made under subsection (5)(b), the Court may, on the
application of the Minister, order that company to be wound
up.
108. (1) For the purpose of—
(a) determining the shareholders of the
company who are—

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Statutory date.
(i) entitled to receive payment of a
dividend; or
(ii) entitled to participate in a
liquidation distribution; or
(b) determining the shareholders of the
company for any other purpose
except the right to receive notice 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 entitled to receive notice of a meeting of shareholders
of the company, the directors of the company 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.
109. If no record date is fixed—
(a) the record date for determining the
shareholders who are entitled to
receive a notice of meeting of the
shareholders shall be—
(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
(b) the record date for the determination
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L.R.O. 1/2012
Notice of
record date.

Persons to
whom notice
of meetings is
to be given.
of shareholders for any purpose other
than the purpose specified in
paragraph (a) shall be the close of
business on the day on which the
directors pass the resolution relating
to that purpose.
110. If a record date is fixed under section 108, notice
thereof must, not less than seven days before the date so
fixed, be given by advertisement in a newspaper published in
Guyana.
111. (1) Notice of all general meetings shall be given to
every member of the company, whether he is entitled to
attend and vote at the meeting or not.
(2) Notice shall be given to the Registrar of all
meetings of a public company at which accounts are to be
considered.
(3) Notice of all meetings of shareholders or
debenture holders shall be given to all shareholders or
debenture holders.
(4) A notice of a meeting and all relevant
documents or copies thereof to be considered at the meeting
shall be sent to a member, shareholder or debenture holder
either by delivering to that person or sending to him by pre-
paid post to his most recent address appearing in the register
of members or, as the case may be, the register of debenture
holders or to the most recent address supplied by him to the
company for the giving of notices to him.
(5) Where the articles of incorporation or by-laws
of a company, a debenture trust deed or debentures, or any
other contract or instrument provide that a meeting may be
validly held or that all proceedings at a meeting shall be
valid, notwithstanding an omission to give notice of the
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Special
business.
meeting to a person entitled to receive it, any resolution
passed at the meeting is voidable if notice was not given to so
many persons that, if they had all voted at the meeting in
support of the side which was defeated upon a vote taken
upon the resolution, the result of the voting would have been
different from the result declared by the person presiding at
the meeting.
(6) This section applies notwithstanding anything
contained in the articles of incorporation or by-laws of a
company, or in a debenture trust deed or any debentures or in
any other contract or instrument.

112. (1) All business transacted at a special meeting of
shareholders and all business transacted at an annual general
meeting of shareholders shall be special business, except—
(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
submitted to the meeting.

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Waiver of
notice.

“Proposals” of
shareholders.

Proxy circular.

Nomination in
proposal.
113. A shareholder and any other person who is
entitled to attend a meeting of shareholders may in any
manner waive notice of the meeting; and the attendance of
any person at a meeting of shareholders shall be 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.
Proposals and Proxies
114. A shareholder of a company who is entitled to
vote at an annual meeting of the shareholders may—
(a) submit to the company notice of any
matter that he proposes to raise at the
meeting, in this Division referred to as
a “proposal”; and
(b) discuss at the meeting any matter in
respect of which he would have been
entitled to submit a proposal.
115. (1) A company that solicits proxies must set the
proposal out in the management proxy circular required by
section 146 or attach the proposal to that circular.
(2) If so requested by a shareholder who submits a
proposal to a company, the company must include in the
management proxy circular or attach to it a statement by the
shareholder of not more than two hundred words in support
of the proposal, and the name and address of the shareholder.
116. A proposal may include nominations for the
election of directors if the proposal is signed by one or more
holders of shares who represent in the aggregate not less
than—
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Non-compli-
ance with
proxy
solicitation.
(a) five per cent of the shares of the
company; or
(b) five per cent of the shares of a class of
shares of the company,
entitled to vote at the meeting to which the proposal is to be
presented; but this subsection shall not preclude nominations
made at a meeting of shareholders of a company that is not
required to solicit proxies under section 145.
117. A company shall not be required to comply
with section 115 if—
(a) the proposal is not submitted to the
company at least ninety days before
the anniversary date of the previous
annual meeting of shareholders of the
company;
(b) it clearly appears that the proposal is
submitted by the shareholder
primarily for the purpose of enforcing
a personal claim or redressing a
personal grievance against the
company or its directors, officers,
shareholders or debenture holders, or
primarily for the purpose of
promoting general economic,
political, racial, religious, social or
similar causes;
(c) the company, at the shareholder’s
request, included a proposal in a
management proxy circular relating
to a meeting of shareholders held
within two years preceding the
receipt of that request and the
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Publishing
immunity.
Refusal notice.

Restraining
meeting.
Right to omit
proposal.
shareholder failed to present the
proposal, in person or by proxy, at the
meeting;
(d) substantially the same proposal was
submitted to shareholders in a
management proxy circular or a
dissident’s proxy circular relating to a
meeting of shareholders held within
two years preceding the receipt of the
shareholder’s request and the
proposal was defeated; or
(e) the rights conferred by that subsection
are being abused to secure publicity.
118. No company or person acting on its behalf shall
incur any liability by reason only of circulating a proposal or
statement in compliance with this Act.
119. When a company refuses to include a proposal in
a management proxy circular, the company must, within ten
days after receiving the proposal, notify the shareholder
submitting the proposal of its intention to omit the proposal
from the management proxy circular, and the company must
send him a statement of the reasons for its refusal.
120. Upon application to the court by a shareholder of
a company who is claiming to be aggrieved by the company’s
refusal under section 119 to include a proposal in a
management proxy circular, the court may restrain the
holding of the meeting to which the proposal is sought to be
presented and make any further order it thinks fit.
121. A company or any person claiming to be
aggrieved by a proposal submitted to the company may
apply to the court for an order permitting the company to
omit the proposal from its management proxy circular, and
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Registrar’s
notice.

List of
shareholders.
the court may, if it is satisfied that section 117 applies, make
such order as it thinks fit.
122. An applicant under section 120 or 121 must give
the Registrar notice of the application, and the Registrar may
appear and be heard in person or by an attorney-at-law.
Shareholder Lists
123. (1) A company must—
(a) not later than ten days after the record
date is fixed under section 108(2), 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
showing the number of shares held by each shareholder.
(2) When a company fixes a record date under
section 108(2), a person named in the list prepared under
subsection (l)(a) shall, subject to subsection (3), be 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 company after the record date fixed
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Examination of
list.

Substantial
shareholder.
be the company, if the transferee of those shares—
(a) produces properly endorsed share
certificates to the company or
otherwise establishes to the company
that he owns the shares; and
(b) demands, not later than ten days
before the meeting of the shareholders
of the company 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 company does not fix a record date
under section 108(2), a person named in a list of shareholders
prepared under subsection (1) (b) may, at the meeting to
which the list relates, vote the shares shown opposite his
name.
124. A shareholder of a company may examine the
list of its shareholders—
(a) during usual business hours at the
registered office of the company or at
the place where its register of
shareholders is maintained; and
(b) at the meeting of shareholders for
which the list was prepared.
125. (1) For the purposes of this Division, a person has
a substantial shareholding in a company if he holds, by
himself or by his nominee, shares in the company which
entitle him to exercise at least ten per cent of the unrestricted
voting rights at any general meeting of the company.

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Substantial
shareholder to
give notice to
company.

Person ceasing
to be a
substantial
shareholder to
notify
company.

Quorum.
(2) For the purposes of this Division, a person who
has a substantial shareholding in a company shall be a
substantial shareholder of the company.
126. (1) A person who is a substantial shareholder in a
company shall give notice in writing to the company stating
his name and address and giving full particulars of the shares
held by him or his nominee (naming the nominee) by virtue
of which he is a substantial shareholder.
(2) A person required to give a notice under
subsection (1) shall do so within fourteen days after that
person becomes aware that he is a substantial shareholder.
(3) The notice shall be so given notwithstanding
that the person has ceased to be a substantial shareholder
before the expiration of the period referred to in subsection
(2).
(4) This section shall apply only to shareholders of
a public company.
127. (1) A person who ceases to be a substantial
shareholder in a company shall give notice in writing to the
company stating his name and the date on which he ceased to
be a substantial shareholder and giving full particulars of the
circumstances by reason of which he ceased to be a
substantial shareholder.
(2) A person required to give a notice under
subsection (1) shall do so within fourteen days after he
becomes aware that he has ceased to be a substantial
shareholder.
Quorum
128. (1) Unless the by-laws of a company otherwise
provide and subject to subsection (2), two or more persons
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Right to vote
share.

Representative
of other body.
present at a meeting shall constitute a quorum.
(2) Where a company has—
(a) only one shareholder; or
(b) only one shareholder of any class of
shares,
he shall constitute a quorum at any meeting or, as the case
may be, at any meeting of shareholders of that class of shares.
(3) If a quorum is present at the opening of a
meeting, the persons 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.
(4) If a quorum is not present at the opening of a
meeting, the persons present may adjourn the meeting to a
fixed time and place but may not transact any other business.
Voting the Shares
129. Unless the articles or by-laws of the company
otherwise provide, on a show of hands a shareholder or proxy
holder shall have one vote, and upon a poll a shareholder or
proxy holder shall have one vote for every share held.
130. (1) When a body corporate or association is a
shareholder of a company, the company must recognise any
individual authorised by a resolution of the directors or
governing body of the body corporate or association to
represent it at meetings of shareholders of the company.
(2) An individual 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
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Joint share-
holders.
Voting method
at meetings.

Postal voting.
exercise if it were an individual shareholder.
131. Unless the by-laws otherwise provide, if two or
more persons hold shares jointly, one of those holders present
at a meeting of shareholders may, in the absence of the other,
vote the shares; but if two or more of those persons who are
present, in person or by proxy, vote, they must vote as one on
the shares jointly held by them.
132. (1) Unless the by-laws otherwise provide, voting
at 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.
(2) A shareholder or proxy holder may demand a
ballot either before or after any vote by show of hands.
133. (1) If the by-laws of a company permit postal
voting at meetings of the company, this section shall apply
with respect to general meetings and meetings of all classes of
shareholders or debenture holders of the company.
(2) Any person entitled to attend and vote at a
meeting referred to in subsection (1) or a proxy appointed by
him may vote at the meeting or at an adjournment thereof by
delivering to the company, not later than forty-eight hours
before the time when the meeting or, as the case may be,
adjourned meeting is to commence, a written statement of the
name of the person entitled to vote and his proxy (if any) and
the manner in which he or his proxy wishes to vote on each or
any of the resolutions set out in the notice calling the meeting.
(3) A postal vote given by a proxy shall be valid
only if the proxy could have voted at the meeting if he had
attended personally.
(4) A person or his proxy who gives a postal vote
shall be counted toward a quorum, and his postal vote shall
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Resolution in
writing.

Requisitioned
shareholders
meeting.
be dealt with, as if that person were personally present at the
meeting and personally voted in the manner expressed in his
postal vote.
134. (1) Except where a written statement is submitted
by a director under section 72 or an auditor under section
180—
(a) a resolution in writing signed by all
the shareholders entitled to vote on
that resolution at a meeting of
shareholders shall be as valid as if it
had been passed at a meeting of the
shareholders; and
(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, shall satisfy all the
requirements of this Act relating to
meetings of shareholders.
(2) A copy of every resolution referred to in
subsection (1) must be kept with the minutes of the meetings
of shareholders.
Extraordinary General Meeting
135. (1) The holders of not less than ten per cent of the
issued shares of a company that carry 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 purposes
stated in the requisition.
(2) The trustee of a debenture trust deed,
notwithstanding anything contained therein or in any
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debenture or in any contract or instrument, shall on the
requisition of persons holding at the date of the deposit of the
requisition debentures covered by the trust deed which carry
not less than ten per cent of the total voting rights attached to
all the issued and outstanding debentures of that class,
forthwith proceed duly to convene a meeting of that class of
debenture holders.
(3) The requisition referred to in subsection (1) or
(2) which may consist of several documents of like form each
signed by one or more requisitionists of the company, must
state the business to be transacted at the meeting and must be
sent to each director and to the registered office of the
company.
(4) Upon receiving a requisition referred to in
subsection (1), 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
section 108(2) and notice thereof has
been given under section 110;
(b) the directors have called a meeting of
shareholders and have given notice
thereof under section 111; or
(c) the business of the meeting as stated
in the requisition includes matters
described in paragraphs (b) to (e) of
section 117.
(5) If, after receiving a requisition referred to in
subsection (1) or (2) the directors or trustee for debenture
holders do not or does not within twenty-one days after
receiving the deposit of the requisition proceed duly to
convene a meeting to be held not later than twenty-eight days
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Court-called
meeting.
after the meeting is convened, any requisitionist who signed
the requisition may convene the meeting to transact the
business specified in the requisition.
(6) A meeting called under this section must be
called as nearly as possible in the manner in which meetings
are to be called pursuant to the by-laws, this Division and
Division F.
(7) Unless the requisitionists otherwise resolve at a
meeting called under subsection (5), the company must re-
imburse the requisitionists who requisitioned the meeting, the
expenses reasonably incurred by them in requisitioning,
convening and holding the meeting.
(8) The directors of a company, notwithstanding
anything in its articles of incorporation or by-laws, shall,
on the requisition of shareholders holding, at the date of the
deposit of the requisition, not less than ten per cent of all the
issued and outstanding shares of any class, forthwith proceed
duly to convene a meeting of that class of shareholders.
136. (1) Upon the application to the court by a director
of a company or a shareholder of the company who is entitled
to vote at a meeting of the shareholders, or by the Registrar,
the court may—
(a) when for any reason it is
impracticable—
(i) to call a meeting of
shareholders in the manner 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; or
(b) for any other reason thought fit by the
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Court review
controversy.
court,
order a meeting of shareholders to be called, held and
conducted in such manner as the court may direct.
(2) Without restricting the generality of subsection
(1), 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 company
called, held and conducted pursuant to this section shall be
for all purposes a meeting of shareholders of the company
duly called, held and conducted.
Controverted Affairs
137. (1) A company or a shareholder or director
thereof may apply to the court to determine any controversy
with respect to an election or appointment of a director or
auditor of the company.
(2) Upon an application made under this section,
the court may make any order it thinks fit including—
(a) an order restraining a director or
auditor whose election or
appointment is challenged from
acting pending determination of the
dispute;
(b) an order declaring the result of the
disputed election or appointment;
(c) an order requiring a new election or
appointment and including in the
order directions for the management
of the business and affairs of the
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Application to
court to declare
that resolution
was not passed
or was not
defeated.
company until a new election is held
or appointment made; and
(d) an order determining the voting rights
of shareholders and of persons
claiming to own shares.

138. (1) Within one month after a resolution has been
declared to have been passed or defeated at a general meeting
of a company or, at a meeting of a class of shareholders or
debenture holders any person aggrieved thereby may apply
to the court for a declaration that the resolution was not
passed or was not defeated, as the case may be.
(2) Without prejudice to the generality of the
expression “aggrieved person”, a person shall be considered
to be an aggrieved person—
(a) if the resolution was proposed at a
general meeting and the applicant is a
shareholder of the company; or
(b) if the resolution was proposed at a
meeting of a class of shareholders or
debenture holders and the applicant
is a shareholder or debenture holder
of that class,
but a person shall not be considered as aggrieved by the
passing of a resolution in favour of which he or his proxy
voted or by the defeat of a resolution against which he or his
proxy voted.
(3) An application may be made to the court under
this section on the grounds that—
(a) the meeting was not properly
convened;
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Powers of
courts.
(b) votes tendered at the meeting were
improperly accepted or rejected by
the chairman, and in consequence the
resolution was wrongly declared to
have been passed or defeated;
(c) the chairman’s declaration of the
number of votes cast in favour and
against the resolution was incorrect,
and in consequence the resolution
was wrongly declared to have been
passed or defeated;
(d) the resolution passed at the meeting
(not being a resolution authorised by
this Act to alter the articles of
incorporation or by-laws of a
company or to alter or abrogate the
rights of debenture holders) is
inconsistent with the articles of
incorporation or by-laws of a
company or with the terms of a
debenture trust deed or a debenture;
or
(e) the resolution passed at the meeting is
voidable under any other provision of
this Act.
139. (1) On the hearing of an application under section
138 the court—
(a) may confirm in whole or in part any
resolution which has been declared to
have been passed at a meeting or may
declare such a resolution not to have
passed; or

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(b) may declare a resolution which has
been declared to have been defeated
at a meeting to have been passed in
whole or in part or may declare such a
resolution to have been defeated.
(2) The order of the court shall be substituted for
the declaration of the chairman at the meeting that the
resolution was passed or defeated, and all persons shall act
accordingly.
(3) If an application to the court is not made under
section 138 within one month after the declaration by the
chairman of the meeting that the resolution in question has
been passed or defeated, or if the application made to the
court is dismissed, it shall thereafter be conclusively
presumed that the resolution was passed or defeated as
declared by the chairman and, if he declared the resolution to
have been passed, that the meeting at which it was passed
was duly convened and held and that the resolution is valid.
(4) This section shall not apply to procedural
resolutions.
(5) For the purposes of this section a procedural
resolution shall be a resolution—
(a) declaring a dividend;
(b) approving or rejecting the annual
accounts of the company or the
directors’ or auditors’ report; or
(c) to elect a chairman of a meeting, to
adjourn or terminate a meeting, to
terminate discussion on a proposed
resolution or an amendment thereto,
or to take a vote on any matter
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Extraordinary
transaction.
Fourth
Schedule.
without further discussion.
Shareholder Approvals
140. (1) A sale, lease or exchange of all or substantially
all the property of a company other than in the ordinary
course of business of the company shall require the approval
of the shareholders in accordance with this section.
(2) A notice of a meeting of shareholders
complying with section 111 must be sent in accordance with
that section to each shareholder and must—
(a) include or be accompanied by a copy
or summary of the agreement of sale,
lease or exchange; and
(b) state that a dissenting shareholder
shall be entitled to be paid the fair
value of his shares in accordance with
paragraph 15 of Part IV of the Fourth
Schedule,
but failure to make the statement referred to in paragraph (b)
shall 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 company shall carry 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.
(5) The shareholders of a class or series of shares of
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Definitions.
the company shall be 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) shall be adopted when the shareholders of each
class or series of shares who are entitled to vote thereon have,
by special resolution, approved of the sale, lease or exchange.
(7) The directors of a company, 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.
(8) Two or more companies may amalgamate and
each share of an amalgamating company shall carry the right
to vote in respect of the amalgamation whether or not the
share otherwise carries the right to vote.
(9) The holders of shares of a class or series of shares
of an amalgamating company shall be entitled to vote
separately as a class or series in respect of an amalgamation
when the amalgamation agreement contains a provision that,
if contained in a proposed amendment to the articles would
entitle those holders to vote as a class or series under section
27(2), (3),(4) and (5).
DIVISION F
PROXIES
141. (1) In this Part—
“form of proxy” means a written or printed form that, upon
completion and signature by or on behalf of a
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shareholder, shall become a proxy;
“proxy” means a completed and signed form of proxy by
means of which a shareholder appoints a proxy holder to
attend and act on his behalf at a meeting of shareholders;
“registrant” means a broker or dealer required to be
registered to trade or deal in shares or debentures under
the law of any jurisdiction;
“solicit” or “solicitation” includes, subject to subsection (2)—
(a) a request for a proxy whether
or not accompanied with or
included in a form of proxy;
(b) a request to execute or not to
execute a form of proxy or to
revoke a proxy;
(c) the sending of a form of proxy
or other communication to a
shareholder under
circumstances reasonably
calculated to result in the
procurement, withholding or
revocation of a proxy; and
(d) the sending of a form of proxy
to a shareholder under section
145;
“solicitation by or on behalf of the management of a
company” means a solicitation by any person pursuant
to a resolution or instructions of, or with the acquiescence
of, the directors or a committee of directors of the
company concerned.

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Proxy
appointment.

Revocation of
proxy.
(2) The term “solicit” or “solicitation” shall not
include—
(a) the sending of a form of proxy in
response to an unsolicited request
made by or on behalf of a
shareholder;
(b) the performance of administrative
acts or professional services on behalf
of a person soliciting a proxy;
(c) the sending by a registrant of the
documents referred to in section 150;
or
(d) a solicitation by a person in respect of
shares of which he is beneficial
owner.
PROXY HOLDERS

142. (1) A shareholder who is entitled to vote at a
meeting of shareholders may by means of a proxy appoint a
proxy holder, or one or more alternate proxy holders, none of
whom need be shareholders, to attend and act at the meeting
in the manner and to the extent authorised by the proxy and
with the authority conferred by the proxy.
(2) A proxy must be executed in writing by the
shareholder or his attorney authorised in writing.
(3) A proxy shall be valid only at the meeting in
respect of which it is given or any adjournment of that
meeting.
143. A Shareholder of a company may revoke a
proxy—
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Deposit of
proxy.

Mandatory
solicitation of
proxy.
(a) by depositing an instrument in
writing executed by him or by his
attorney authorised in writing—
(i) at the registered office of the
company at any time up to and
including the last business day
preceding the day of the
meeting, or any adjournment of
that meeting, at which the
proxy is to be used; or
(ii) with the chairman of the
meeting on the day of the
meeting or any adjournment of
that meeting; or
(b) in any other manner permitted by
law.
144. (1) The directors of a company may specify in a
notice calling a meeting of the shareholders of the company a
time not exceeding forty- eight hours preceding the meeting
or an adjournment of the meeting before which time proxies
to be used at the meeting must be deposited with the
company or its agent.
(2) In the calculation of time for the purposes of
subsection (1), Saturdays and holidays shall be excluded.
145. (1) Subject to subsection(2), the management of a
company must, concurrently with the giving of notice of a
meeting of shareholders, send a form of proxy in the
prescribed form to each shareholder who is entitled to receive
notice of the meeting.
(2) Where a company has fewer than fifteen
shareholders, two or more joint shareholders being counted
as one, the management of the company need not send a form
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Prohibited
solicitation.

Documents for
Registrar.

Exemption by
Registrar.

Proxy
attending
meeting.
of proxy under subsection (1).
146. A person shall not solicit proxies unless there is
sent to the auditor of the company, to each shareholder whose
proxy is solicited and to the company if the solicitation is not
by or on behalf of the management of the company—
(a) a management proxy circular in the
prescribed form either as an appendix
to or as a separate document
accompanying the notice of the
meeting, when the solicitation is by or
on behalf of the management of the
company; or
(b) a dissident’s proxy solicitation, in the
prescribed form stating the purposes
of the solicitation, when the
solicitation is not by or on behalf of
the management of the company.
147. A person required to send a management proxy
circular or dissident’s proxy circular must concurrently send a
copy thereof to the Registrar together with a copy of the
notice of the meeting, form of proxy and any other documents
for use in connection with the meeting.
148. Upon the application of an interested person, the
Registrar may, on such terms as he thinks fit, exempt that
person from any of the requirements of section 145 or 146,
and the exemption may be given retroactive effect by the
Registrar.
149.(1) A person who solicits a proxy and is appointed
proxy holder must—
(a) attend in person, or cause an alternate
proxy holder to attend, the meeting in
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Registrant’s
duty.
respect of which the proxy is given,
and
(b) comply with the directions of the
shareholder who appointed him.
(2) A proxy holder or an alternative proxy holder
has the same rights as the shareholder who appointed him—
(a) to speak at the meeting of
shareholders in respect of any matter;
(b) to vote by way of ballot at the
meeting; and
(c) except when a proxy holder or an
alternate proxy holder has conflicting
instructions from more than one
shareholder, to vote at the meeting in
respect of any matter by way of any
show of hands.
Share Registrants
150. (1) Shares of a company that are registered in the
name of 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, management
proxy circular, dissident’s proxy
circular and any other documents sent
to shareholders by or on behalf of any
person for use in connection with the
meeting, other than the form of proxy;
and
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Governing
prohibition.
Restraining
order.
(b) except where the registrant has
received written voting instructions
from the beneficial owner, a written
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 person by or on behalf of whom a solicitation
is made must, at the request of a registrant, forthwith furnish
to the registrant at that person’s expense the necessary
number of copies of the documents referred to in paragraph
(a) of subsection (1).
(4) 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.
(5) If requested by a beneficial owner of shares of a
company, the registrant of those shares must appoint the
beneficial owner or a nominee of the beneficial owner as
proxy holder for those shares.
(6) The failure of a registrant to comply with this
section shall not render void any meeting of shareholders or
any action taken at the meeting.
151. Nothing in section 150 gives a registrant the right
to vote shares that he is otherwise prohibited from voting
Remedial Powers
152. (1) If a form of proxy, management proxy circular
or dissident’s proxy circular—
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(a) contains an untrue statement of a
material fact; or
(b) omits to state a material fact required
therein or necessary to make a
statement contained therein not
misleading in the light of the
circumstances in which it was made,
an interested person or the Registrar may apply to the court.
(2) On an application under this section the court
may make any order it thinks fit, including any or all of the
following orders—
(a) an order restraining the solicitation or
the holding of the meeting or
restraining any person from
implementing or acting upon any
resolution passed at the meeting to
which the form of proxy,
management proxy circular or
dissident’s proxy circular relates;
(b) an order requiring correction of any
form of proxy or proxy circular and a
further solicitation; or
(c) an order adjourning the meeting.
(3) An applicant under this section other than the
Registrar must give the Registrar notice of the application,
and the Registrar may appear and be heard in person or by an
attorney-at-law.

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Annual return
to be made by
company.
Fifth Schedule.

Documents to
be annexed to
annual return.
DIVISION G
FINANCIAL DISCLOSURE
Annual Returns
153. (1) Subject to this section, every company shall,
once at least in every year, make a return—
(a) in the prescribed form;
(b) made up to the date of the annual
general meeting of the company;
(c) containing the particulars referred
to in the Fifth Schedule and, where a
recommendation with respect to a
dividend is rejected, the statement
required by section 50 (2).
(2) A company is not required to make a return
pursuant to subsection (1)—
(a) in the year of its incorporation; or
(b) in the following year if in that year the
company is not required by section
107 to hold an annual general
meeting.
(3) The annual return signed by a director or the
secretary of the company shall be lodged with the Registrar
within forty-two days after the annual general meeting.
154. (1) Subject to this Act, there shall be annexed to
the annual return of a company—
(a) a written copy, certified both by a
director and by the secretary of the
company to be a true copy, of all
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balance sheets, profit and loss
accounts and group accounts laid
before the company in general
meeting or circulated to members and
registered debenture holders during
the period to which the return relates;
and
(b) a copy, so certified, of the reports of
the auditors on, and of the reports of
directors accompanying, all such
accounts,
and where any such account or other document is in a foreign
language there shall be annexed to that account or document
a translation in English of the account or other document
certified to be a correct translation.
(2) If any such account or document did not
comply with the requirements of the law, as in force at the
date of the audit, with respect to the form of accounts or
documents, as the case may be, there shall be made such
additions to, and corrections in, the copy as would have been
required to be made if the account or document were to
comply with those requirements, and the fact that the copy
has been so amended shall be stated thereon.
(3) A company which—
(a) has not offered shares in, or
debentures of, the company to the
public; and
(b) is not a subsidiary of a company
which has done so,
may delete from any document or account annexed, pursuant
to subsection (1)(a), to an annual return lodged with the
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Copies to
shareholders.

Registrar’s
copies.
Registrar—
(i) any information about the
emoluments of the directors of
the company included in the
document or account pursuant
to section 163; and
(ii) any particulars included in the
document or account with
respect to turnover and rents
recoverable and payable,
but the fact that the document or account has been amended
by any such deletion shall be stated in the document or
account.
(4) For the purposes of section 153, the accounts
and documents required by this section to be annexed to the
annual return of a company shall be deemed to be part
thereof.
155. Not less than twenty-one days before each annual
general meeting of the shareholders of a company or before
the signing of a resolution under section 134 (1)(b) in lieu of
its annual meeting, the company must send a copy of the
documents referred to in section 153 to each shareholder,
except to a shareholder who has informed the company in
writing that he does not want a copy of these documents.
156. A company—
(a) that is a public company; or
(b) the gross revenues of which or the assets of
which as shown in the most recent
documents referred to in section 153 exceed
such amount as the Minister may by
regulations prescribe,
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Accounts to be
kept.
Sixth Schedule.
shall send a copy of the documents referred to in section 153
to the Registrar, not less than twenty-one days before each
annual meeting of the shareholders or forthwith after the
signing of a resolution under section 134 (l)(b) in lieu of the
annual general meeting, and in any event not later than
fifteen months after the last date when the last preceding
annual general meeting should have been held or a resolution
in lieu of the meeting should have been signed.
Accounts
157. (1) Every company shall cause to be kept proper
books of account in accordance with the Sixth Schedule, with
respect to—
(a) all sums of money received and
expended by the company and the
matters in respect of which the receipt
and expenditure relate;
(b) all goods and purchases of goods of
the company; and
(c) the assets and liabilities of the
company.
(2) For the purposes of subsection (1), proper books of
account shall not be deemed to be kept with respect to the
matters referred to in that subsection if there are not kept such
books as are necessary to give a true and fair view of the state
of the company’s affairs and to explain its transactions.
(3) The books of account of a company shall be kept at
the registered office of the company or at such other places as
the directors of the company think fit and shall at all times be
open to inspection by the directors.
(4) Where books of account of a company are kept at a
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rofit and loss
account and
balance sheet.
Provisions as to
contents and
form of annual
accounts.
place outside Guyana there shall be sent to, and kept at a
place in Guyana and be at all times open to inspection by the
directors of the company such accounts and returns with
respect to the business dealt with in the books of accounts so
kept as will disclose with reasonable accuracy the financial
position of that business at intervals not exceeding six months
and will enable to be prepared in accordance with this Act the
company’s balance sheet, its profit and loss account, and any
document annexed to any of those documents giving
information which is required by this Act and is allowed by
this Act to be so given.
158. (1) Subject to subsection (2), the directors of a
company shall cause to be made out and laid before the
company at each annual general meeting a profit and loss
account for the period since the date to which the last
preceding meeting after the incorporation of the company,
made up for a period ending on a date not earlier than six
months before the date of the meeting and giving a true and
fair view of the profit or loss of the company for that period.
(2) Notwithstanding subsection (1), the Registrar
may, on application made in accordance with a resolution of
the directors of a company, and signed on behalf of the
company by a director or secretary, extend, subject to such
conditions as the Registrar thinks fit the period of six months
referred to in subsection (1).
(3) The directors shall cause to be made out in
every calendar year, and to be laid before an annual general
meeting, a balance sheet as at the date to which the profit and
loss account is made up.
159. (1) Subject to this section—
(a) every balance sheet of a company
shall give a true and fair view of the
state of affairs of the company as at
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Sixth Schedule.
the end of its financial year; and
(b) every profit and loss account of a
company shall give a true and fair
view of the profit or loss of the
company for its financial year.
(2) Subject to this section, a company’s balance
sheet and profit and loss account shall comply with the
requirements of the Sixth Schedule, so far as applicable
thereto.
(3) Save as expressly provided in the following
provisions of this section, the requirements of subsection (2)
shall be without prejudice to the requirements of subsection
(1) or to any other requirements of this Act.
(4) On the application or with the consent of the
directors of a company, the Minister may modify, in relation
to the company, the requirements of this Act as to the matters
to be stated in any account of the company so as to adapt
these requirements to the circumstances of the company, but
without prejudice to the requirement of subsection (1).
(5) Subsections (1) and (2) shall not apply to a
company’s profit and loss account if—
(a) the company has subsidiaries; and
(b) the profit and loss account is framed
as a consolidated profit and loss
account dealing with all or any of the
company’s subsidiaries as well as the
company and—
(i) complies with the requirements
of this Act relating to
consolidated profit and loss
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Group
accounts.
accounts; and
(ii) shows how much of the
consolidated profit or loss for
the financial year of the
company is dealt with in the
accounts of the company.
(6) A director of a company who fails to take all
reasonable steps as respects any accounts, or accounts laid
before the company in general meetings, to secure compliance
with the provisions of this section and with the other
requirements of this Act as to matters to be stated in accounts
shall be guilty of an offence.
160. (1) Subject to subsection (3), where at the end of
its financial year a company has subsidiaries, accounts or
statements dealing, as provided in this Act, with the state of
affairs and profit and loss of the company and its subsidiaries
shall be laid before the company in general meetings when
the company’s own balance sheet and profit and loss account
are so laid.
(2) The accounts or statements mentioned in
subsection (1) shall be referred to in this Act as “group
accounts”.
(3) Group accounts—
(a) shall not be required—
(i) in the case of a company which,
at the end of its financial year,
is a wholly owned subsidiary of
another company; or
(ii) where, in any of the
circumstances referred to in
paragraph (b), the Minister
gives such a consent as is so
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Form and
contents of
group accounts.
referred to in respect of all of
the company’s subsidiaries;
and
(b) need not deal with a subsidiary of a
company if the directors of the
company are of the opinion that—
(i) it is impracticable, or would be
of no real value to the members
of the company, in view of the
insignificant amounts involved,
or would involve expenses or
delay out of proportion to the
value to the members of the
company, to do so;
(ii) the result of doing so would be
misleading or harmful to the
business of the company or any
of its subsidiaries; or
(iii) the business of the company
and that of the subsidiary are
so different that they cannot
reasonably be treated as a
single undertaking,
and the Minister consents to the omission of the assets and
liabilities and the profit or loss of the subsidiary from the
company’s group accounts.
(4) If a company makes default in complying with
this section, the company and every director of the company
in default shall be guilty of an offence.
161. (1) The group accounts of a holding company laid
pursuant to section 160 before the company in general
meeting—

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Sixth Schedule.
(a) shall be consolidated accounts
comprising—
(i) a consolidated balance sheet
dealing with the state of affairs
of the holding company and all
its subsidiaries to be dealt with
in group accounts; and
(ii) a consolidated profit and loss
account dealing with the profit
or loss of the holding company
and those subsidiaries; and
(b) shall give a true and fair view of the
state of affairs and profit or loss of the
holding company and those
subsidiaries, dealt with as a whole, so
far as concerns members,
shareholders and debenture holders
of the holding company.
(2) If the financial year of a subsidiary does not
coincide with that of its holding company the group accounts
shall, unless the Minister otherwise directs, deal with the
subsidiary’s profit and loss for, and the state of affairs as at
the end of, its financial year ending last before that of the
holding company.
(3) Subject to subsection (4) and without prejudice
to the requirements of subsection (1 )(b), group accounts shall
comply with the requirements of the Sixth Schedule, so far as
applicable thereto.
(4) On the application or with the consent of the
directors of a company, the Minister may modify, in relation
to that company, the requirements of subsection (3) for the
purpose of adapting them to the circumstances of the
company, but without prejudice to the requirements of
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Financial year
of holding
company and
subsidiary.
subsection (l)(b).
162. (1) A holding company’s directors shall secure
that the financial year of each of its subsidiaries shall coincide
with the holding company’s own financial year but if the
financial year of a subsidiary has not previously coincided
with the holding company’s financial year, the Minister may
permit such an arrangement to continue if the holding
company satisfies him either—
(a) that disproportionate expense would
be incurred if the subsidiary’s
financial year were to be changed; or
(b) that a true and fair view of the
matters mentioned in section 161
(1)(b) will be given by the group
accounts even though the subsidiary’s
financial year does not coincide with
that of the holding company.
(2) The Minister may at any time withdraw any
permission given by him under subsection (1) if, after
affording the holding company concerned an opportunity to
submit representations to him in writing and considering any
such representations submitted by it, he is of the opinion that
subsection (1) (a) or (b) no longer applies in the circumstances
of the particular case.
(3) Where it appears to the Minister desirable for a
holding company, or a holding company’s subsidiary, to
extend its financial year so that the subsidiary’s financial year
may end with that of the holding company, and for that
purpose to postpone the submission of the relevant accounts
to a general meeting from one calendar year to the next, the
Minister may, on the application or with the consent of the
directors of the company whose financial year is to be
extended, direct that a general meeting shall not be required
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Particulars of
directors’
emoluments,
etc.
in the earlier of those calendar years.
163. (1) In the annual accounts of a company, or in a
statement annexed thereto, there shall, subject to and in
accordance with this section, be shown—
(a) the amount of the emoluments of each
director of the company;
(b) the aggregate amount of the pensions
paid to individuals in their capacities
as the directors or former directors of
the company; and
(c) the aggregate amount of any
compensation paid to or received by
directors or former directors of the
company in respect of loss of office.
(2) The amount to be shown under subsection
(1)(a)—
(a) shall include emoluments paid to, or
receivable by, a person in respect of
his services as a director of a company
or in respect of his services as a
director of a company affiliated with
the same group of companies as the
company or otherwise in connection
with the management of the affairs of
the company or a company affiliated
with the same group of companies as
the company, (including emoluments
in respect of services as chairman of
any such company);
(b) shall distinguish between emoluments
in respect of services as a director,
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whether of the company or of a
company affiliated with the same
group of companies as the company,
and other emoluments,
and for the purposes of this section the expression
“emoluments”, in relation to a director, includes fees,
commissions, shares or percentages of the profits of the
company or of a company affiliated with the same group of
companies as the company, any sums paid by way of
expenses or allowances, and contributions paid in respect of
him under any pension scheme and the estimated money
value of any other benefits received or receivable by him
otherwise than in cash.
(3) The amount to be shown under subsection (1)
(b)—
(a) shall not include any pension paid, or
receivable under a pension scheme if
the scheme is such that the
contributions thereunder are
substantially adequate for the
maintenance of the scheme but, save
as aforesaid, shall include any
pension paid or receivable in respect
of any such services of a director or
past director of a company as are
mentioned in subsection (2), whether
to or by him or, on his nomination or
by virtue of dependence on or other
connection with him, to or by any
other person; and
(b) shall distinguish between pensions in
respect of services as a director,
whether of the company or of a
company affiliated with the same
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group of companies as the company,
and other pensions, and for the
purposes of this section the
expression “pension” includes any
superannuation annuity,
superannuation allowance,
superannuation gratuity or similar
payment, and the expression
“pension scheme” means a scheme for
the provision of pensions in respect of
services as a director or otherwise
which is maintained in whole or in
part by means of contributions, and
the expression “contribution” in
relation to a pension scheme means
any payment (including an insurance
premium) paid for the purposes of the
scheme by or in respect of which
pensions will or may become payable
under the scheme.
(4) The amount to be shown under subsection
(1)(c)—
(a) shall include any sums paid to or
receivable by a director or past
director of a company by way of
compensation for loss of office as a
director of the company or for the
loss, while a director of the company
or on or in connection with his
ceasing to be a director of the
company, of any other office in
connection with the management of
the company’s affairs, or of any office
as a director or otherwise in
connection with the management of
the affairs of a company affiliated
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with the same group of companies as
the company; and
(b) shall distinguish between
compensation in respect of the office
of director, whether of the company
or of a company affiliated with the
same group of companies as the
company, and compensation in
respect of other offices, and between
compensation paid or payable by the
company and other compensations,
and for the purposes of this section references to
compensation for loss of office include a reference to sums
paid as consideration for or in connection with a person’s
retirement from office.
(5) The amounts to be shown under this section for
any financial year shall be the sums receivable in respect of
that year, whenever paid, or, in the case of sums not
receivable in respect of a period, the sums paid during that
year.
(6) Where it is necessary to do so for the purposes
of making any distinction required by this section in any
amount to be shown thereunder, the directors of a company
may apportion any payments between the matters in respect
of which they have been paid or have yet to be paid in such
manner as they think appropriate.
(7) In the annual accounts of a company, or in a
statement annexed thereto, there shall be shown the number
of directors who have waived rights to receive emoluments to
which this section would otherwise apply, and the aggregate
amount of those emoluments.
(8) Where any of the requirements of this
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Particulars of
subsidiaries.
section are not complied with in relation to any accounts, the
auditors of the company shall include in their report, so far as
they are reasonably able to do so, a statement giving the
particulars necessary to meet those requirements.
(9) In this section, any reference to a company
affiliated with the same group of companies as the company
shall, for the purposes of subsections (2) and (3), be taken as
referring to such a company at the time the services were
rendered and, for the purposes of subsection (4), be taken as
referring to such a company immediately before the loss of
office as director of the company.
164. (1) This section shall apply in relation to a
company which, at the end of its financial year, has
subsidiaries.
(2) Subject to subsection (3), where this section
applies in relation to a company, there shall be included in the
annual accounts of the company, or in a statement annexed
thereto, with respect to each of its subsidiaries—
(a) a statement of its name and, if
incorporated outside Guyana, of the
country of incorporation; and
(b) in relation to shares of each class in
the subsidiary held by the company, a
statement of the identity of the class
and the proportion of the issued and
outstanding shares of that class held
by the company.
(3) The information required to be disclosed under
subsection 2(b) need not be disclosed in relation to a
subsidiary which carries on business outside Guyana if the
directors of the holding company consider that the disclosure
would be harmful to the business of the holding company,
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Particulars of
associated
companies in
which
company holds
shares.
Particulars of
company’s
holding
and the Minister consents to the information not being
disclosed.
(4) Subject to subsection (3), section 163(8) shall
apply in relation to matters required by this section to be
included in accounts as it applies in relation to matters
required by section 163 to be included in accounts.
165. (1) This section shall apply in relation to a
company which at the end of its financial year, is the
associated company of a body corporate that is not the
company’s subsidiary.
(2) Where this section applies in relation to a
particular company there shall be included in the annual
accounts of the particular company, or in a statement
annexed thereto, with respect to each associated company—
(a) a statement of its name and, if
incorporated outside Guyana, the
country of incorporation; and
(b) in relation to shares of each class in
the associated company held by the
particular company or its nominee, a
statement of the identity of the class
and the aggregate proportion of the
issued and outstanding shares of that
class held by the particular company
and its nominee.
(3) Section 163(8) shall apply in relation to matters
required by this section to be included in accounts as it
applies in relation to matters required by section 163 to be
included in accounts.
166. (1) This section shall apply in relation to a
particular company which, at the end of its financial year, is
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company.

Duty to give
particulars for
purposes of
sections 163 to
167.
the subsidiary of a body corporate.
(2) Subject to subsection (3), where this section
applies in relation to a particular company, there shall be
included in the annual accounts of the particular company, or
in a statement annexed thereto—
(a) a statement of the name of the body
corporate regarded by the directors of
the particular company as the
company’s ultimate holding company
or the most senior holding company
known to them; and
(b) if known to the directors of the
particular company, a statement of
the country of incorporation of the
ultimate or most senior holding
company.
(3) Where the directors of a company are unable to
give the information required by subsection (2) or some of
that information, the annual accounts shall contain a
statement to that effect.
(4) Section 163 (8) shall apply in relation to matters
required by this section to be included in accounts as it
applies in relation to matters required by section 163 to be
included in accounts.
167. (1) A company which is the subsidiary, holding
company or subsidiary of the holding company, of another
company shall notify the other company in writing, within
one month of the expiration of the financial year of the other
company, or all the matters relating to the affairs of the
company which are required by sections 163 to 167 to be
included in the annual accounts of the other company or in a
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Duty to lay
directors’
annual report.
statement annexed to those accounts, giving in the notice
particulars of those matters.
(2) Every director of a company which, by
subsection (1), is required to notify another company shall,
within one month of the end of the financial year of the other
company, notify the company in writing of all matters
relating to him personally which are required by sections 163
to 167 to be included in the accounts of the company or in a
statement annexed to those accounts, giving in the notice
particulars of those matters.
(3) A company in which another company holds
shares in circumstances which make it necessary under
section 166 for the other company to include particulars of its
shareholding in its annual accounts or in a statement annexed
to those accounts shall give that other company, within one
month after that company makes a written request in that
behalf, the particulars referred to in section 165(2)(b).
(4) Any reference in this section to matters
required to be included in the annual accounts of a company,
or in a statement annexed thereto, shall be shown separately
therein and to matters which are required to be, or which may
be, shown in combination with other matters.
Directors’ Annual Report
168. (1) The directors of a company—
(a) shall lay before every annual general
meeting of the company a report (in
this Act called “the directors’ annual
report”) with respect to—
(i) the affairs of the company; and
(ii) if the company is a holding
company, the affairs of its
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subsidiaries, unless the
company is itself a wholly
owned subsidiary.
(2) The directors’ annual report shall state the
names of the persons who, at any time during the financial
year, were directors of the company and the principal
activities of the company and of its subsidiaries in the
course of that year and any significant change in those
activities in that year, and also—
(a) if significant changes in the fixed
assets of the company or of any of its
subsidiaries have occurred in that
year, give particulars of the changes
and, if (in the case of those assets) the
market or saleable value thereof (as at
the end of the year) differs
substantially from the amount thereof
as shown in the balance sheet, give
particulars of that difference;
(b) if, in that year, the company has
issued any shares or debentures, state
the reason for making the issue, the
classes of shares or debentures, the
number issued and the consideration
received by the company for the issue;
(c) if, at the end of that year, there
subsists a contract with the company
in which a director of the company
has, or at any time in that year had, in
any way, whether directly or
indirectly, an interest, or there has, at
any time in that year, subsisted a
contract with the company in which a
director of the company had, at any
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time in that year, in any way, whether
directly or indirectly, an interest
(being in either case, a contract of
significance in relation to the
company’s business and in which the
director’s interest is or was material),
contain—
(i) a statement of the fact of the
contract subsisting or, as the
case may be, having subsisted;
(ii) the names of the parties to the
contract (other than the
company);
(iii) the name of the director (if not
a party to the contract);
(iv) an indication of the nature of
the contract; and
(v) an indication of the nature of
the director’s interest in the
contract;
(d) if, at the end of that year, there are
arrangements to which the company
is a party, being arrangements whose
objects are, or one of whose objects is,
to enable the directors of the company
or of a company affiliated with the
same group of companies as the
company to acquire benefits by means
of the acquisition of shares in, or
debentures of, the company or any
other body corporate, or there have, at
any time in that year subsisted any
such arrangements to which the
company was a party, contain a
statement explaining the effect of the
arrangements and giving the names
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of the persons who at any time during
that year were directors of the
company or of a company which at
any time that year was affiliated with
the same group of companies as the
company, and who held, or whose
nominees held, shares or debentures
acquired in pursuance of the
arrangements; and also giving
particulars of all outstanding loans
made or guaranteed by the company,
or in respect of which the company
has given any security, if the loan was
made to or for the benefit of any such
director with a view to enabling him
or his nominee to acquire shares in, or
debentures of, the company or any
other body corporate;
(e) in respect of each person who has at
any time during the year been a
director of the company or of a
company which at any time during
that year was affiliated with the same
group of companies as the company,
or of a company which has at any
time during that year been an
associated company of the company,
contain the entries required by section
189 to be made in the register of
directors’ holdings kept by the
company;
(f) contain any statement required by
section 50(2);
(g) state the directors’ proposals as to the
application of the profits of the
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Particulars of
different classes
company shown in its profit and loss
account, including its profits and
revenue reserves carried forward
from earlier financial years; and
(h) contain particulars of any other
matters so far as they are material for
the appreciation of the state of the
company’s affairs by its members,
shareholders or debenture holders,
being matters which will not be
harmful to the business of the
company or of any company which is
affiliated with the same group of
companies as the company.
(3) Where a company is a holding company (other
than a wholly owned subsidiary of another company), the
directors’ annual report shall also deal with the matters
specified in subsection (2) in relation to each of the company’s
subsidiaries.
(4) If the directors of a company consider that
disclosure of any matter required to be included in the
directors’ annual report by this section would be harmful to
the company or to any company which is affiliated with the
same group of companies as the company, they may, with the
consent of the Minister, omit that matter from the report.
(5) If the directors’ annual report does not contain
a statement required by this section to be included in it or
contains a statement which is false, deceptive, misleading or
incomplete, the auditors of the company shall, so far as they
are reasonably able to do so, include in their report on the
accounts of the company under section 185 a statement or
correction giving the information required by this section.
169. (1) The directors of a company to which this
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of business of
company and
its directors.
section applies shall include in the directors’ annual report—
(a) if, during the financial year to which
the report relates, the company
carried on two or more classes of
business which differed substantially
from each other, a statement of the
extent (expressed in monetary terms)
to which the carrying on of each class
of business contributed to or
diminished the profit or loss of the
company for the year before taxation;
and
(b) if, at any time during the year, the
company had one or more
subsidiaries and the company and
any of those subsidiaries carried on
two or more classes of business which
differed substantially from each other,
a statement of the extent (expressed in
monetary terms) to which the
carrying on of each class of business
contributed to or diminished the
profit or loss of the company and its
subsidiaries for the year before
taxation as shown by the company’s
group accounts or, if it is not required
to prepare group accounts for the
year, by its profit and loss account.
(2) Section 168(5) shall apply to matters required to
be included in the directors’ annual report by this section as
they apply to the matters required to be included therein by
section 168.
(3) This section shall apply to such companies or
companies of such class or classes as the Minister may from
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Auditor’s
qualifications.
time to time prescribe by reference to its having any of its
shares or debentures quoted or dealt in on a stock exchange in
Guyana or in a country which is a Member State of the
Caribbean Community, or by reference to any other matter.
Company Auditor
170. (1) Subject to section 171 individuals only who
qualify under subsection (2) are qualified for appointment as
auditors of a company.
(2) An individual qualifies for appointment as
auditor, if—
(a) he is a member of the Institute of
Chartered Accountants of Guyana, in
this section called the “Institute”, and
holds a practising certificate of the
Institute; or
(b) he is for the time being authorised to
be appointed as an auditor of
companies under subsection (3).
(3) The Minister may, after consultation with the
Institute, authorise, by instrument in writing, any person to
be appointed as an auditor of companies; if that person—
(a) is in the opinion of the Minister
suitably qualified for such an
appointment by reason of his
knowledge and experience; and
(b) was in practice in Guyana as an
auditor on the commencement of this
Act.
(4) An application for an authorisation, to be
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Disqualifica-
tion of auditor.
appointed as an auditor of companies under subsection (3)
must be made to the Minister not later than twelve months
after the commencement of this Act.
171. (1) Subject to subsection (7), an individual shall
not be qualified to be an auditor of a company if he is not
independent of the company, its affiliated companies, and of
the directors and officers of the company and its affiliated
companies.
(2) For the purposes of this section, whether or not
an individual is independent is a question of fact to be
determined having regard to all the circumstances.
(3) An individual shall be presumed not to be
independent of a company if he or his business partner—
(a) is a business partner, a director, an
officer or an employee of the
company or any of its affiliates, or a
business partner of any director,
officer or employee of any such
company or its affiliates;
(b) beneficially owns or controls, directly
or indirectly, a material interest in the
shares or debentures of the company
or any of its affiliates; or
(c) has been a receiver, receiver-manager,
liquidator or trustee in bankruptcy of
the company or any of its affiliates
within two years of his proposed
appointment as auditor of the
company.
(4) The provision of secretarial services by or on
behalf of an individual or his business partner shall not by
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Appointment
of auditor.

Dispensing
with auditor.
itself deprive an individual or his business partner of his
independence for the purposes of this section.
(5) An auditor who becomes disqualified under
this section must, subject to subsection (7), resign forthwith
after he becomes aware of his disqualification.
(6) An interested person may apply to a court for
an order declaring an auditor disqualified under this section
and the office of auditor vacant.
(7) 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
exemption 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.
172. (1) Subject to section 173, the shareholders of a
company must, by ordinary resolution, at the first annual
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 63 shall be
eligible for appointment under subsection (1)
(3) Notwithstanding subsection (1), if an auditor is
not appointed at a meeting of shareholders, the incumbent
auditor shall continue 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.
173. (1) The shareholders of a company other than a
company mentioned in section 156(1) may resolve not to
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Cessation of
office.

Removal of
auditor.

Filling auditor
vacancy.
appoint an auditor.
(2) A resolution under subsection (1) shall be valid
only until the next succeeding annual meeting of
shareholders.
(3) A resolution under subsection (1) shall not be
valid unless it is consented to by all the shareholders,
including shareholders not otherwise entitled to vote.
174. (1) An auditor of a company shall cease to hold
office when—
(a) he dies or resigns; or
(b) he is removed pursuant to section 175.
(2) A resignation of an auditor shall become
effective at the time a written resignation is sent to the
company or at the time specified in the resignation,
whichever is the later date.
175. (1) The shareholders of a company may by
ordinary resolution at a special meeting remove an auditor
other than an auditor appointed by a court order under
section 177.
(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
176.
176. (1) Subject to subsection (3), the directors must
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
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Court
appointed
auditor.

Auditor rights
to notices.
Required
attendance.
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 company may provide that a
vacancy in the office of auditor be filled only by vote of the
shareholders.
(4) An auditor appointed to fill a vacancy shall
hold office for the unexpired term of his predecessor.
177. (1) If a company does not have an auditor, the
court may, upon the application of a shareholder or the
Registrar, appoint and fix the remuneration of an auditor, and
the auditor shall hold office until an auditor is appointed by
the shareholders.
(2) Subsection (1) shall not apply if the
shareholders have resolved under section 173 not to appoint
an auditor.
178. The auditor of a company shall be entitled to
receive notice of every meeting of the shareholders of the
company and, at the expense of the company, to attend and
be heard at the meeting on matters relating to his duties as
auditor.
179. (1) If a shareholder of a company, whether or not
he is entitled to vote at the meeting, or a director of a
company gives written notice to the auditor of the company,
not less than ten days before a meeting of the shareholders of
the company, to attend the meeting, the auditor shall attend
the meeting at the expense of the company and answer
questions relating to his duties as auditor or former auditor of
the company.
(2) A shareholder or director who sends a notice
referred to in subsection (1) shall, concurrently, send a copy of
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Right to
comment.

the notice to the company.
(3) Subsection (1) shall apply mutatis mutandis to
any former auditor of the company.
180. (1) An auditor who—
(a) resigns;
(b) receives a notice or otherwise learns
of a meeting of shareholders called for
the purpose of removing 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 because of the
resignation or removal of the
incumbent auditor or because his
term of office has expired or is about
to expire; or
(d) receives a notice or otherwise learns
of a meeting of shareholders at which
a resolution referred to in section 173
is to be proposed;
may submit to the company a written statement giving the
reasons for his resignation or the reasons why he opposes any
proposed action or resolution.
(2) When it receives a statement referred to in
subsection (1), the company must forthwith send a copy of
the statement to every shareholder entitled to receive notice
of any meeting referred to in section 178 and to the Registrar,
unless the statement is included in or attached to a
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Examination by
auditor.

Right to
inspect.
management proxy circular required by section 146.
(3) No individual may accept appointment,
consent to be appointed or be appointed as auditor of a
company if he is replacing an auditor who has resigned, been
removed or whose term of office has expired or is about to
expire, until the individual 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), an individual
otherwise qualified may accept appointment or consent to be
appointed as auditor of a company if, within fourteen days
after making the request referred to in that subsection, he
does not receive a reply to it.
181. (1) An auditor of a company must make the
examination that is in his opinion necessary to enable him to
report on the financial statements required by this Act to be
placed before the shareholders.
(2) Notwithstanding section 182, an auditor of a
company 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 company.
(3) For the purpose of subsection (2), reasonableness
is a question of fact.
(4) Subsection (2) shall apply whether or not the
financial statements of the holding company reported upon
by the auditor are in consolidated form.
182. (1) Upon the demand of an auditor of a company,
the present or former directors, officers, employees or agents
of the company must furnish to the auditor—
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Detected error.
(a) such information and explanations;
and
(b) such access to records, documents,
books, accounts and vouchers of the
company 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 section
181 and that the directors, officers, employees or agents are
reasonably able to furnish.
(2) Upon the demand of an auditor of a company,
the directors of the company must—
(a) obtain from the present or former
directors, officers, employees or
agents of any subsidiary of the
company 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 section 181; and
(b) furnish the information and
explanations so obtained to the
auditor.
183. (1) A director or an officer of a company shall
forthwith notify the company’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
company has reported upon.
(2) When the auditor or a former auditor of a
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Power of
auditors in
relation to
subsidiaries.
company is notified or becomes aware of an error or mis-
statement in a financial statement upon which he has
reported to the company and, in his opinion, the error or mis-
statement is material, he shall inform each director of the
company accordingly.
(3) When under subsection (2) the auditor or a
former auditor of a company informs the directors of an error
or mis-statement in a financial statement of the company, the
directors shall—
(a) prepare and issue revised financial
statements; or
(b) otherwise inform the shareholders of
the error or mis-statement;
and, if the company is a public company or one that is
required to comply with section 156, inform the Registrar of
the error or mis-statement in the same manner as the directors
inform the shareholders of the error or mis-statement.
184. Where a company (“the holding company”) has a
subsidiary, then—
(a) if the subsidiary is a company
incorporated in Guyana, it shall be the
duty of the subsidiary and its auditors
to give to the auditors of the holding
company such information and
explanation as those auditors may
reasonably require for the purposes of
their duties as auditors of the holding
company; and
(b) in any other case, it shall be the duty
of the holding company, if required
by its auditors to do so, to take all
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Auditors’
report.
such steps as are reasonably open to it
to obtain from the subsidiary such
information and explanation as
aforesaid.
185. (1) The auditors of a company shall make a
report to the members on the accounts examined by them and
on every balance sheet, every profit and loss account and all
group accounts laid before the company in general meeting
during their tenure of office.
(2) The auditors’ report shall be read before the
company in general meeting and shall be open to inspection
by any member.
(3) The report shall state whether in the auditors’
opinion the company’s balance sheet and profit and loss
account and (if it is a holding company submitting group
accounts) the group accounts have been properly prepared in
accordance with the provisions of this Act, and whether in
their opinion a true and fair view is given—
(a) in the case of the balance sheet, of the
state of the company’s affairs as at the
end of its financial year;
(b) in the case of profit and loss account
(if it be not framed as a consolidated
profit and loss account), of the
company’s profit or loss for its
financial year; and
(c) in the case of group accounts
submitted by a holding company, of
the state of affairs and profit or loss of
the company and its subsidiaries dealt
with thereby, so far as concerns
members of the company.
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Privilege of
auditor.
(4) It shall be the duty of the auditors of a
company, in preparing their report under this section, to carry
out such investigations as will enable them to form an
opinion as to the following matters, that is to say—

(a) whether proper books of account
have been kept by the company and
proper returns adequate for their
audit have been received from
branches not visited by them; and
(b) whether the company’s balance sheet
and (unless it is framed as a
consolidated profit and loss account)
profit and loss account are in
agreement with the books of accounts
and returns,
and if the auditors are of the opinion that proper books of
accounts have not been kept by the company or that proper
returns adequate for their audit have not been received from
branches not visited by them, or if the balance sheet and
(unless it is framed as a consolidated profit and loss account)
profit and loss account are not in agreement with the books of
accounts and returns, the auditors shall state that fact in their
report.
(5) If the auditors fail to obtain all the information
and explanations which to the best of their knowledge and
belief are necessary for the purposes of their audit, they shall
state that fact in their report.
186. An auditor shall not be liable to any person in an
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.

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Registered
office.

Notice of
address.

Records of
company.
DIVISION H
CORPORATE RECORDS
Registered Office of Company
187. (1) A company must at all times have a registered
office in Guyana.
(2) The directors of the company may change the
address of the registered office.
188. (1) At the time of sending articles of
incorporation the incorporators must send to the Registrar, in
the prescribed form, notice of the address of the registered
office of the company, and the Registrar must file the notice.
(2) A company shall, within fifteen days of any
change of the address of its registered office, send to the
Registrar a notice in the prescribed form of the change, which
the Registrar must file.
Company Registers and Records
189. (1) A company shall prepare and maintain at its
registered office records containing—
(a) the articles and the by-laws, and all
amendments thereto;
(b) minutes of meeting and resolutions of
shareholders; and
(c) copies of all notices required by
section 67, 75 or 188.
(2) A company shall maintain a register of
shareholders showing the following particulars not later than
five weeks after such particulars are available to the company
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but the validity of any entry shall not be affected by reason
only that it was made at a later date—
(a) the name and the latest known
address of each person who is a
shareholder;
(b) a statement of the shares held by each
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.
(3) A company that issues debentures shall
maintain a register of debenture holders with an index of the
names of the debenture-holders and showing the following
particulars—
(a) the name and the latest known
address of each debenture-holder;
(b) the principal of the debentures held
by each holder;
(c) the amount or the highest amount of
any premium payable on redemption
of the debentures;
(d) the issue price of the debentures 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

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(f) the date on which each person ceased
to be a debenture- holder.
(4) A company that grants conversion privileges,
options, or rights to acquire shares of the company 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.
(5) A company shall maintain a register showing in
relation to each director—
(a) a statement of his present forename
and surname, any former forename or
surname, his usual residential address
and his business occupation (if any);
(b) particulars of other directorships held
by the director; and
(c) who is, or who is to perform the
functions of, a managing director, a
statement to that effect.
(6) A company shall maintain a register of its
secretary showing—
(a) in the case of an individual, a
statement of his present forename and
surname, any former forename or
surname, and his usual residential
address;
(b) in the case of a body corporate, a
statement of its corporate name and
registered or principal office; and

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(c) in the case of a firm, all of whose
partners are joint secretaries, a
statement of the name and principal
office of the firm.
(7) A company shall maintain a register showing
the required particulars with respect to any interest in shares
in, or debentures of—
(a) the company;
(b) any company affiliated with the
same group of companies as the
company; or
(c) any associated company of the
company,
which is vested in a director of the company or of any
company affiliated with the same group of companies as the
company.
(8) For the purposes of subsection (7)—
(i) a director in respect of whom any
entry is required to be made in the
register shall notify the company in
writing within seven days after the
matter occasioning the requirement of
the entry occurs or arises, and shall
include in the notification the
particulars which the company is
required to enter in the register in
respect of that matter;
(ii) an interest of the wife or husband of a
director of a company (not being
himself or herself a director thereof)
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Trust notices.
in shares or debentures shall be
treated as being the director’s interest,
and so shall an interest of an infant
son or infant daughter of a director of
a company (not being himself or
herself a director thereof) in shares or
debentures.
(9) In subsection (8) “son or daughter” includes a
son or daughter born out of wedlock and “wife” or
“husband” includes a reputed wife or reputed husband.
(10) This section shall extend to interest in shares
and debentures vested in a director at the time when he
becomes a director, and subsection (8) (i) shall apply in that
case with the substitution of a period of seven days after the
director becomes a director for the period of seven days after
the matter occasioning the requirement of an entry occurs or
arises.
(11) A company may appoint an agent to maintain
the registers required by this section to be maintained by the
company; but the registers must be maintained at the
registered office of the company or at some other place in
Guyana designated by the directors of the company.
Records of Trusts
190. (1) Except as provided in this section, notice of a
trust, express, implied or constructive, must not be—

(a) entered by a company in any of the
registers maintained by it pursuant to
section 189; or
(b) received by the Registrar.
(2) No liabilities shall be affected by anything done
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Other records.
in pursuance of subsection (3), (4) or (5), and the company
concerned shall not be affected with notice of any trust by
reason of anything so done.
(3) A personal representative of the estate of a
deceased individual who was registered in a register of a
company as a shareholder or debenture-holder may become
registered as the holder of that share or debenture as personal
representative of that estate.
(4) A personal representative of the estate of a
deceased individual who was beneficially entitled to a share
or debenture of the company that is registered in a register of
the company may, with the consent of the company and of
the registered shareholder or debenture- holder, become the
registered shareholder or debenture-holder as the personal
representative of the estate.
(5) When a personal representative of an estate of a
deceased individual is registered pursuant to subsection (3) or
(4) as a holder of a share or debenture of a company, the
personal representative shall, in respect of that share or
debenture, be subject to the same liabilities and no more than
he would be subject to had the share or debenture remained
registered in the name of the deceased individual.
Minutes and Other Records
191. (1) In addition to the records described in section
189, a company shall prepare and maintain adequate records
containing minutes of meetings and resolutions of the
directors and any committees of the directors.
(2) The records required under subsection (1) shall
be kept at the registered office of the company or at some
other place in Guyana designated by the directors; and those
records must at all reasonable times be available for
inspection by the directors.
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Records form.
Duty of care for
records.

(3) For the purposes of section 189(1) (b) and of this
section, when a former-Act company is continued under this
Act, “records” includes similar registers and other records
required by law to be maintained by the company before it
was continued under this Act.
Form of Records
192. 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,
that is capable of reproducing any
required information in intelligible
written form within a reasonable
time.
Care of Records
193. A company and its agents shall take reasonable
precautions—
(a) to prevent loss or destruction of;
(b) to prevent falsification of entries in;
and
(c) to facilitate detection and correction of
inaccuracies in,
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Access to
records.

Basic list of
shareholders.
the records required by this Act to be prepared and
maintained in respect of the company.
Access to Records
194. (1) The directors and shareholders of a company
and their agents and legal representatives may, during the
usual business hours of the company, examine the records of
the company referred to in section 189 free of charge.
(2) A shareholder of a company or other person
may request the company to furnish him with a copy of the
register of members or any part thereof upon the payment in
advance of a reasonable fee.
(3) The creditors of a company and their agents
and legal representatives may, during the usual business
hours of the company and upon payment of a reasonable fee,
examine the records referred to in section 189(1)(a) and (c),
(2), (3) and (4) and make copies of those records or take
extracts therefrom.
(4) Any person may, during the usual business
hours of the company and upon payment of a reasonable fee,
examine the records of the company referred to in section
189(1)(c), (2), (3) and (4) and make copies of those records or
take extracts therefrom.
(5) Where a request is made to a company
pursuant to subsection (2) the company shall cause any copy
required by the person concerned to be sent to the person
within a period of ten days commencing on the day next after
the day on which the request is received by the company.
Shareholders’ Lists
195. (1) Upon payment of a reasonable fee and
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sending to a public company or its transfer agent the affidavit
referred to in subsection (4), any person may upon
application require the company or its transfer agent to
furnish him, within fourteen days from the receipt of the
affidavit, a list of shareholders of the company, (in this section
referred to as the “basic list”), made up to a date not more
than thirty days before the date of receipt of the affidavit,
which must set out—
(a) the names of the shareholders of the
company;
(b) the number of shares held by each
shareholder; and
(c) the address of each shareholder as
shown on the records of the company.
(2) When a person requiring a basic list from a
public company states in the affidavit referred to in
subsection (4) that he requires supplemental lists from the
company, he may, upon payment of a reasonable fee, require
the company or its transfer agent to furnish him with
supplemental lists of the shareholders, which must set out
any changes from the basic list—
(a) in the names or addresses of the
shareholders; and
(b) in the number of shares held by each
shareholder,
for each business day following the date to which the basic
list is made up.
(3) When a supplemental list has been required
from a public company under subsection (2) by any person,
the company or its transfer agent must furnish that person
with a supplemental list—
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Options list.

Restricted use
of lists.
(a) on the date the basic list is furnished,
if the information relates to changes
that took place before that date; and
(b) on the business day following the day
to which the supplemental list relates,
if the information relates to changes
that take place on or after the date the
basic list is furnished.
(4) The affidavit required under subsection (1)
must state—
(a) the name and address of the
applicant;
(b) the name and address for service of
the body corporate, if the applicant is
a body corporate; and
(c) that the basic list and any
supplemental list obtained pursuant
to subsection (2) will not be used
except as permitted under section 197.
(5) If the applicant is a body corporate, the
affidavit must be made by a director or officer of the body
corporate.
196. A person requiring under section 195 that a
company supply a basic list or a supplemental list may also
require the company to include in any such list the name and
address of any known holder of an option or right to acquire
shares of the company.
197. A list of shareholders obtained under section 195
from a company shall not be used by any person except in
connection with—

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Company to
keep register of
substantial
shareholders.
(a) an effort to influence the voting of
shareholders of the company;
(b) an offer to acquire shares in the
company; or
(c) any other matter relating to the affairs
of the company.
198. (1) A company shall keep a register in which it
shall enter—
(a) in alphabetical order the names of
persons from whom it has received a
notice under section 126; and
(b) against each name so entered, the
information given in the notice and,
where it receives a notice under
section 127, the information given in
that notice.
(2) The register shall be kept at the registered office
of the company, but if the work of making it up is done at
another office, within Guyana, it may be kept at that office.
(3) The register shall be open for inspection by a
member of the company without charge and by any other
person on payment for each inspection of a reasonable fee.
(4) A person may request the company to furnish
him with a copy of the register or any part of the register on
payment in advance of a reasonable fee and the company
shall send the copy to that person within fourteen days after
the day on which the request is received by the company.
(5) The Registrar may at any time in writing
require the company to furnish him with a copy of the
register or any part of the register and the company shall
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Transfer of
shares or
debentures.

furnish the copy within fourteen days after the day on which
the requirement is received by the company.
(6) A company shall not, by reason of anything
done under this section—
(a) be taken for any purpose to have
notice of; or
(b) be put upon inquiry as to,
a right of a person to or in relation to a share in the company.
DIVISION I
TRANSFER OF SHARES AND DEBENTURES
199. (1) The shares or debentures of a company may
be transferred by a written instrument of transfer signed by
the transferor and naming the transferee.
(2) Where an instrument of transfer is prescribed in
the by-laws of a company, that instrument must be used to
transfer the shares or debentures of the company.
(3) Subject to subsection (2) and to any enactment,
no particular form of words shall be necessary to transfer
shares or debentures, if words are used that show with
reasonable certainty that the person signing the transfer
intends to vest the title to the shares or debentures in the
transferee.
(4) Subject to subsection (5) and to any enactment,
the beneficial ownership of the shares or debentures of a
company shall pass to a transferee—
(a) on the delivery to him of the
instrument of transfer signed by the
transferor and of the transferor’s
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Restrictions on
transfers.
share certificate or debenture, as the
case may be; 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 company or by or on
behalf of a stock or securities
exchange in Guyana.
(5) If the transferor concerned is not registered
with the company in respect of the shares or, as the case may
be, the debentures, subsection (4) shall have effect as if
references to the transfer signed by the transferor included a
reference to transfers signed by the person so registered and
all holders of the shares or debentures intermediate between
the person so registered and the transferor.
(6) Notwithstanding subsection (4) or (5), a
company and, in the case of debentures, the trustee of the
covering trust deed, shall not be bound or entitled to treat the
transferee of shares or debentures 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 company for registration, the
company shall not be treated as having notice of the
transferee’s interest thereunder or of the fact that the transfer
has been made.
(7) This section shall apply notwithstanding
anything contained in the articles or by-laws of a company
and notwithstanding anything contained in any debenture
trust deed or debentures or any contract or instrument.
200. (1) No restriction or condition in a debenture
trust deed or in a debenture shall limit the right of any person
to transfer the debenture held by him.

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(2) A transfer of the shares or debentures of a
shareholder or debenture-holder of a company made by—
(a) his personal representative;
(b) a trustee in bankruptcy;
(c) a receiver appointed by or for the
benefit of debenture- holders;
(d) 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
(f) a person appointed by the court to
execute the transfer,
shall, although the person executing the transfer is not
himself registered with the company as the holder of the
shares or debentures, as the case may be, be valid as if he had
been so registered at the time of the execution of the
instrument of transfer.
(3) A restriction on the right of a shareholder to
transfer his shares in a company contained in the articles of
incorporation or by-laws of the company shall be invalid if its
effect in any particular case is to limit the persons to whom, or
the times or prices at which, the shareholder may transfer his
shares so that there is no reasonable likelihood of the
shareholder being able to sell them within a reasonable time
at a fair price.
(4) This section shall apply in respect of a company
notwithstanding anything contained in the articles or by-laws
of the company, and notwithstanding anything contained in
any trust deed or debentures or any contract or instrument
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Duty to issue
certifications of
transfers.
relating to the shares or debentures of the company.
201. (1) A company must issue a certification of the
transfer of a share or debenture on the presentation to the
company of a transfer that is signed by the holder of the share
or debenture and accompanied by delivery to the company of
the share certificate or debenture.
(2) A certification shall consist of a statement
signed on behalf of the company and written or endorsed on
the transfer to the effect that the share certificate or
debenture, as the case may be, has been delivered to or
lodged with the company.
(3) The certification by a company of any transfer
of a share in or debenture of the company—
(a) shall be taken as a representation by
the company to any person acting on
the faith of the certification that there
have been produced to the company
such documents as on the face of
them show a prima facie title to the
share or debenture in the transferor
named in the transfer; but
(b) shall not be taken as a representation
that the transferor has any title to the
share or debenture.
(4) Where any person acts on the faith of a false
certification by a company made fraudulently or negligently,
the company shall be liable to compensate him for any loss he
incurs in consequence of his so acting.
(5) A company that has issued a certification of a
transfer of a share or debenture of the company shall be liable
to compensate any person for loss that he incurs in
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Transfer
certificate.
consequence of the company subsequently releasing,
otherwise than on surrender of the certification of the transfer
of the share or debenture, possession of the share certificate
or debenture in respect of which the certification was issued.
(6) For the purposes of this section—
(a) the certification of a transfer shall be
deemed to be made by a company
if—
(i) the person issuing the
certification is a person
authorised to issue
certifications of transfers on
the company’s behalf; and
(ii) the certification is signed by a
person authorised to issue
certifications of transfers on the
company’s behalf, or by any
other officer or employee either
of the company or of a body
corporate so authorised; and
(b) a certification shall be deemed to be
signed by a person 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 certifications of
transfers on the company’s behalf.
202. (1) A company must, within five weeks after the
allotment of any of its shares or debentures, and within two
months after the date on which a transfer of any of its shares
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Registration of
transfers.
or debentures is presented to the company for registration,
complete and have ready for delivery to the allottee or
transferee a proper certificate or debenture for any share or
debenture allotted or transferred to him.
(2) When a company on which a notice is served
requiring the company to make good any default in
complying 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 a
certificate or debenture delivered to him, make an order
directing the company and any officer of the company 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 company and
any officer of the company 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 shall not
include a transfer that the company is for any reason entitled
to refuse to register and does not register.
203. (1) Notwithstanding anything in the articles or
by-laws of a company or in any debenture, trust deed or other
contract or instrument, the company shall not register a
transfer of any share or debenture of the company unless a
transfer in proper form and duly signed by the transferor and
transferee has been delivered to the company, but nothing in
this section shall affect any duty of the company to register as
a shareholder or debenture-holder of the company any person
to whom the ownership of any share or debenture of the
company has been transmitted by operation of law.
(2) On the application of the transferor of any
share or debenture of a company, the company must enter in
its register of shareholders or debenture-holders, as the case
requires, the name of the transferee in the same manner and
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Effect of
certificate.
subject to the same conditions as if the application for the
entry had been made by the transferee.
(3) If a company refuses to register a transfer of
any shares or debentures, the company must, within five
weeks after the date on which the transfer was lodged with
the company, send to the transferor and the transferee notice
of the refusal setting out in the notice the facts which it
considers justify the refusal.
(4) Notwithstanding anything in the articles or by-
laws of a company or in any debenture, trust deed or other
contract or instrument, a company must register the trustee in
bankruptcy or the personal representative of a shareholder or
debenture-holder as a shareholder in respect of the shares or
as holder of the debentures of the bankrupt or, as the case
may be, the deceased person, in its register of shareholders or
debenture-holders, as the case may be, within seven days
after he produces to the company satisfactory evidence of his
title and requests it to register him as a shareholder or
debenture-holder.
204. (1) A certificate issued by a company and signed
on its behalf stating that any shares or debentures of the
company are held by any person shall be prima facie proof of
the title of that person to the shares or debentures.
(2) The registration of a person as a shareholder or
debenture- holder of a company, or the issue of a share
certificate or debenture, shall constitute a representation by
the company that the person so registered, or the person
named in the share certificate or debenture as entitled to the
shares or debentures mentioned therein, is entitled to the
shares or debentures mentioned in the register or in the share
certificate or debenture, and the company may not deny the
truth of that representation as against a person who believes it
to be true and contracts to acquire the shares or debentures or
any interest therein in good faith and for money or money’s
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Definitions.
worth.
(3) It shall be no defence for a company to show for
the purposes of subsection (2) that a registration or the issue
of a share certificate or other document was procured by
fraud or by the presentation to it of a forged document.
(4) Subsections (2) and (3) shall not apply in
respect of certificates issued by a former-Act company before
the commencement of this Act.
DIVISION J
TAKE-OVER BIDS
205. In this Division—
“dissenting offeree”, if a take-over bid is made for all the
shares of a class of shares—
(a) means a shareholder of that
class of share who does not
accept the take-over bid; and
(b) includes a subsequent holder of
that share who acquired it from
the person mentioned in
subparagraph (a);
“offer” includes an invitation to make an offer;
“offeree” means a person to whom a take-over bid is made;
“offeree-company ” means a company whose shares are the
object of a take-over bid;
“offeror” means a person who makes a take-over bid
otherwise than as an agent and includes two or more
persons who, directly or indirectly—
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Offeror rights.

Notice to
dissenting
shareholders.
(a) make take-over bids jointly or in concert; or
(b) intend to exercise, jointly or in concert,
voting rights attached to shares for which a
take-over bid is made;
“share” means a share with voting rights, and includes—
(a) a debenture currently
convertible into such a share;
and
(b) currently exercisable options
and rights to acquire a share or
such a convertible debenture;
“take-over bid” means an offer made by an offeror to
shareholders of an offeree-company to acquire all the
shares of any class of issued shares of the offeree-
company, and includes every offer by an issuer to
repurchase its own shares.
206. If, within one hundred and twenty days after the
date of a take- over bid, the bid is accepted by the holders of
not less than ninety per cent of the shares of any class of
shares to which the take-over bid relates, other than shares
held at the date of the take-over bid by or on behalf of the
offeror or an affiliate or associate of the offeror, the offeror
may, upon complying with this Division, acquire the shares
held by the dissenting offerees.
207. An offeror may acquire shares held by a
dissenting offeree by sending, by registered post, within sixty
days after the date of termination of the take-over bid and in
any event within one hundred and eighty days after the date
of the take-over bid, an offeror’s notice to each dissenting
offeree and to the Registrar stating—

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(a) that offerees who are holding ninety
per cent or more of the shares to
which the bid relates accepted the
take-over bid;
(b) that the offeror is bound to take up
and pay for or has taken up and paid
for the shares of the offerees who
accepted the take-over bid;
(c) that a dissenting offeree is required to
elect—
(i) to transfer his shares to the
offeror on the terms on which
the offeror acquired the shares
of the offerees who accepted
the take-over bid; or
(ii) to demand payment of the fair
value of his shares in
accordance with sections 213 to
216 by notifying the offeror
within twenty days after the
dissenting offeree receives the
offeror’s notice;
(d) that a dissenting offeree who does not
notify the offeror in accordance with
subparagraph (ii) of paragraph (c)
shall be presumed to have elected to
transfer his shares to the offeror on
the same terms as the offeror acquired
the shares from the offerees who
accepted the take-over bid; and
(e) that a dissenting offeree must send
those shares of his to which the take-
over bid relates to the offeree-
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Adverse claims.
Delivery of
certificates.

Payment for
shares.

Money in trust.

Duty of offeree-
company
company within twenty days after he
receives the offeror’s notice.
208. Concurrently with sending the offeror’s notice
under section 207, the offeror must send to the offeree-
company a notice of adverse claim with respect to each share
held by a dissenting offeree.
209. A dissenting offeree to whom an offeror’s notice
is sent under section 207 must, within twenty days after he
receives that notice, send the share certificate of his for the
class of shares to which the take-over bid relates to the
offeree-company.
210. Within twenty days after the offeror sends an
offeror’s notice under section 207, the offeror must pay or
transfer to the offeree-company the amount of money or other
consideration that the offeror would have had to pay or
transfer to a dissenting offeree if the dissenting offeree had
elected, under section 207(c)(i) to accept the take-over bid.
211. The offeree-company shall hold in trust for the
dissenting shareholders the money or other consideration it
receives under section 210, and the offeree-company must
deposit the money in a separate account in a bank and must
place the other consideration in the custody of a bank.
212. Within thirty days after the offeror sends an
offeror’s notice under section 207, the offeree-company
must—
(a) issue the offeror a share certificate in
respect of the shares that were held by
dissenting offerees;
(b) give to each dissenting offeree who—
(i) under section 207(c)(i) elects to
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Application to
court.
accept the take-over bid; and
(ii) sends his share certificates as
required under section 209,
the money or other consideration to which he is entitled,
disregarding fractional shares, which may be paid for in
money; and

(c) send to each dissenting shareholder
who has not sent his share certificates
as required under section 209 a notice
stating that—
(i) his shares have been cancelled;
(ii) the offeree-company or some
designated person holds in
trust for him the money or
other consideration to which he
is entitled as payment for or in
exchange for his shares; and
(iii) the offeree-company will,
subject to sections 213 to 215,
send that money or other
consideration to him forthwith
after receiving his shares.
213. (1) If a dissenting offeree has, under section
207(c)(ii), elected to demand payment of the fair value of his
shares, the offeror may, within twenty days after it has paid
the money or transferred the other consideration under
section 210, apply to the court to fix the fair value of the
shares of that dissenting offeree.
(2) If an offeror fails to apply to the court under
subsection (1), a dissenting offeree may, within a further
period of twenty days, apply to the court to fix the fair value
of the shares of the dissenting shareholder.

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Joined parties.

Powers and
order of court.

Additional
orders.
(3) If no application is made to the court under
subsection (2) within the time provided therefor in that
subsection, a dissenting offeree shall thereby elect to transfer
his shares to the offeror on the same terms as the offeror
acquired the shares from the offerees who accepted the take-
over bid.
214. Upon an application under section 213—
(a) all dissenting offerees referred to in section
207(c) (ii) whose shares have not been
acquired by the offeror shall be joined as
parties and shall be bound by the decision of
the court; and
(b) the offeror must notify each affected
dissenting offeree of the date, place and
consequences of the application and of the
offeree’s right to appear and be heard in
person or by attorney-at-law.
215. (1) Upon an application to the court under section
213, the court may determine whether any other person is a
dissenting offeree who should be joined as a party, and the
court must then fix a fair value for the shares of all dissenting
offerees.
(2) The court may appoint one or more appraisers
to assist the court to fix a fair value for the shares of a
dissenting offeree.
(3) The final order of the court must be made in
favour of each dissenting offeree against the offeror and be for
the amount of the offeree’s shares as fixed by the court.
216. In connection with proceedings under this
Division, the court may make any order it thinks fit and, in
particular, it may—
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Power to
compromise
with creditors
and members.
(a) fix the amount of money or other
consideration that is required to be
held in trust under section 211 ;
(b) order that the money or other
consideration be held in trust by a
person other than the offeree-
company ;
(c) allow to each dissenting offeree, from
the date he sends or delivers his share
certificates under section 209 until the
date of payment, a reasonable rate of
interest on the amount payable to
him; or
(d) order that any money payable to a
shareholder who cannot be found be
paid into the Consolidated Fund.
DIVISION K
ARRANGEMENTS AND RECONSTRUCTION
217. (1) Where a compromise or arrangement is
proposed between a company and its creditors or any class of
them, or between the company and its members or any class
of them, the Court may, on the application of the company or
of any creditor or member of the company, or, in the case of a
company being wound up of the liquidator, order a meeting
of the creditors or class of creditors, or of the members of the
company or class of members, as the case may be, to be
summoned in such manner as the court directs.
(2) If a majority in number representing three-
fourths in value of the creditors or class of creditors, or
members or class of members, as the case may be, present and
voting either in person or by proxy at the meeting agree to
any compromise or arrangement, the compromise or
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Information as
to compro-
mises with
creditors and
members.
arrangement shall, if sanctioned by the court, be binding on
all the creditors or the class of creditors or the members or
class of members, as the case may be, and also on the
company or, in the case of a company in the course of being
wound up, on the liquidator and contributories of the
company.
(3) An order made under subsection (2) shall have
no effect until a copy of the order has been lodged with the
Registrar for registration, and a copy of every such order shall
be annexed to every copy of the articles of incorporation of
the company issued after the order has been made or, in the
case of a company not having articles of incorporation, of
every copy so issued of the instrument constituting or
defining the constitution of the company.
(4) In this section and in section 218, “company”
means any company liable to be wound up under this Act,
and the expression “arrangement” includes a reorganisation
of the share capital of the company by the consolidation of
shares of different classes or by the division of shares into
shares of different classes or by both of those methods.
218. (1) Where a meeting is summoned under section
217 there shall—
(a) with every notice summoning the
meeting which is sent to a creditor or
member, be sent also a statement
explaining the effect of the
compromise or arrangement and in
particular stating any material
interests of the directors of the
company, whether as directors or as
members or as creditors of the
company or otherwise, and the effect
thereon, of the compromise or
arrangement, in so far as it is different
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Provisions for
facilitating
reconstruction
and amalgama-
tion of
companies.
from the effect on the like interests of
other persons; and
(b) in every notice summoning the
meeting which is given by
advertisement, be included either
such a statement or a notification of
the place at which and the manner in
which creditors or members entitled
to attend the meeting may obtain
copies of such a statement.
(2) Where the compromise or arrangement affects
the rights of debenture holders of the company, the statement
shall give the like explanation with respect to the trustee of
any deed for securing the issue of the debentures as, under
subsection (1), a statement is required to give with respect to
the directors.
(3) Where a notice given by advertisement includes
a notification that copies of a statement explaining the effect
of the compromise or arrangement proposed can be obtained
by creditors or members entitled to attend the meeting, every
such creditor or member shall, on making application in the
manner indicated by the notice, be furnished by the company
free of charge with a copy of the statement.
(4) Each director and each trustee for debenture
holders shall give notice to the company of such matters
relating to the company as may be necessary for the purposes
of this section.
219. (1) Where an application is made to the court
under section 217 for the sanctioning of a compromise or
arrangement proposed between a company and any such
persons as are mentioned in that section, and it is shown to
the court that the compromise or arrangement has been
proposed for the purposes of or in connection with a scheme
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for the reconstruction of any company or companies or the
amalgamation of any two or more companies, and that under
the scheme the whole or any part of the undertaking or the
property of any company concerned in the scheme (in this
section referred to as “a transferor company”) is to be
transferred to another company (in this section referred to as
“the transferee company”), the court may, either by the order
sanctioning the compromise or arrangement or by any
subsequent order, make provision for all or any of the
following matters, namely—

(a) the transfer to the transferee company
of the whole or any part of the
undertaking and of the property or
liabilities of any transferor company;
(b) the allotting or appropriation by the
transferee company of any shares,
debentures, policies or other like
interests in that company which
under the compromise or
arrangement are to be allotted or
appropriated by that company to or
for any person;
(c) the continuation by or against the
transferee company of any legal
proceedings pending by or against
any transferor company;
(d) the dissolution, without winding up,
of any transferor company;
(e) the provision to be made for any
persons, who within such time and in
such manner as the court directs,
dissent from the compromise or
arrangement; or
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Power to
acquire shares
of shareholders
dissenting from
scheme or
contract
approved by
majority.
(f) such incidental, consequential and
supplemental matters as are necessary
to secure that the reconstruction or
amalgamation shall be fully and
effectively carried out.
(2) Where an order made under this section for the
transfer of property or liabilities, that property shall, by virtue
of the order, be transferred to and become the liabilities of, the
transferee company, and in the case of any property, if the
order so directs, free from any charge which is by virtue of
the compromise or arrangement to cease to have effect.
(3) Where an order is made under this section,
every company in relation to which the order is made shall
cause a copy thereof to be lodged with the Registrar for
registration within seven days after the making of the order.
(4) In this section the expression “property”
includes property, rights and powers of every description,
and the expression “liabilities” includes duties.
220. (1) Where a scheme or contract (not being a take-
over bid under Division J) involving the transfer of shares or
any class of shares in a company (in this section referred to as
“the transferor company”) to another company (in this section
referred to as “the transferee company”), has, within four
months after the making of the offer in that behalf by the
transferee company been approved by the holders of not less
than ninety per cent in number of the shares whose transfer
is involved (other than shares held at the date of the offer by,
or by a nominee for, the transferee company or its subsidiary),
the transferee company may, at any time within two months
after the expiration of that four months, give notice in the
prescribed manner to any dissenting shareholder that it
desires to acquire his shares, and when such a notice is given
the transferee company shall, unless on an application made
by the dissenting shareholder within one month from the date
on which the notice was given the court thinks fit to order
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otherwise, be entitled and bound to acquire those shares on
the terms on which, under the scheme or contract, the shares
of the approving shareholders are to be transferred to the
transferee company.
(2) Where shares in the transferor company of the
same class or classes as the shares whose transfer is involved
are already held as provided in subsection (1) to a number
greater than ten per cent of the aggregate of their number and
that of the shares (other than those already so held) whose
transfer is involved the provisions of subsection (1) shall not
apply unless—
(a) the transferee company offers the
same terms to all holders of the shares
(other than those already so held)
whose transfer is involved, or, where
those shares include shares of
different classes, of each class of them;
and
(b) the holders who approve the scheme
or contract besides holding not less
than ninety per cent in number of the
shares (other than those already so
held) whose transfer is involved, are
not less than three-fourths in number
of the holders of those shares.
(3) Where, in pursuance of any such scheme or
contract, shares in a company are transferred to another
company or its nominee, and those shares together with any
other shares in the first-mentioned company held by, or by a
nominee for, the transferee company or its subsidiary at the
date of the transfer comprise or include ninety per cent in
number of the shares in the first-mentioned company or of
any class of those shares, then—

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(a) the transferee company shall, within
one month from the date of the
transfer (unless on a previous transfer
in pursuance of the scheme or
contract it has already complied with
this requirement), give notice of that
fact in the prescribed manner to the
holders of the remaining shares or of
the remaining shares of that class, as
the case may be, who have not
assented to the scheme or contract;
and
(b) any such holder may within three
months from the giving of the notice
to him require the transferee company
to acquire the shares in question,
and where a shareholder gives notice under paragraph (b)
with respect to any shares, the transferee company shall be
entitled and bound to acquire those shares on the terms on
which under the scheme or contract the shares of the
approving shareholders were transferred to it, or on such
other terms as may be agreed or as the court on the
application of either the transferee company or the
shareholder thinks fit to order.
(4) Where a notice has been given by the transferee
company under subsection (1) and the court has not, on an
application made by the dissenting shareholder, ordered to
the contrary, the transferee company shall, on the expiration
of one month from the date on which the notice has been
given, or, if an application to the court by the dissenting
shareholder is then pending, after that application has been
disposed of, transmit a copy of the notice to the transferor
company together with an instrument of transfer executed on
behalf of the shareholder by any person appointed by the
transferee company and on its own behalf by the transferee
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company, and pay or transfer to the transferor company the
amount or other consideration representing the price payable
by the transferee company for the shares which by virtue of
this section that company is entitled to acquire, and the
transferor company shall thereupon register the transferee
company as the holder of those shares.

(5) Any sums received by the transferor company
under this section shall be paid into a separate bank account,
and any such sums and any other consideration so received
shall be held by that company on trust for the several persons
entitled to the shares in respect of which the said sums or
other consideration were respectively received.
(6) In this section, “dissenting shareholder”
includes a shareholder who has not assented to the scheme or
contract and any shareholder who has failed or refused to
transfer his shares to the transferee company in accordance
with the scheme or contract.
(7) In relation to an offer made by the transferee
company to shareholders of the transferor company before
the commencement of this Act, this section shall have effect—
(a) with the substitution, in subsection
(1), for the words “the shares whose
transfer is involved (other than shares
already held at the date of the offer
by, or by a nominee for, the transferee
company or its subsidiary)”, of the
words “the shares affected”;
(b) with the omission of subsections (2)
and (3); and
(c) with the omission, in subsection (4) of
the words “together with an
instrument of transfer executed on
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Definitions.

Derivative
actions.
behalf of the shareholder by any
person appointed by the transferee
company and on its own behalf by the
transferee company”.
(8) Where the shares in a company are not divided
into two or more classes, those shares shall, for the purposes
of this section, be deemed to constitute a class.
DIVISION L
CIVIL REMEDIES
221. In this Part—
“action” means an action under this Act;

“complainant” means—
(a) a shareholder or debenture-
holder, or a former holder of a
share or debenture of a
company or any of its affiliates;
(b) a director or an officer or
former director or officer of a
company or any of its affiliates;
(c) the Registrar; or
(d) any other person who, in the
discretion of the court, is a
proper person to make an
application under this part.
Derivative Actions
222. (1) Subject to subsection (2), a complainant may,
for the purpose of prosecuting, defending or discontinuing an
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Power of
court.
action on behalf of a company, apply to the court for leave to
bring an action in the name and on behalf of the company or
any of its subsidiaries, or intervene in an action to which any
such company or any of its subsidiaries is a party.
(2) No action may be brought and no intervention
in an action may be made under subsection (1) unless the
court is satisfied—
(a) that the complainant has given
reasonable notice to the directors of
the company or its subsidiary of his
intention to apply to the court under
subsection (1) if the directors of the
company or its subsidiary do not
bring, diligently prosecute or defend
or discontinue the action;
(b) that the complainant is acting in good
faith; and
(c) that it appears to be in the interest of
the company or its subsidiary that the
action be brought, prosecuted,
defended or discontinued.
223. In connection with an action brought or
intervened in under section 222, the court may at any time
make any order it thinks fit, including—
(a) an order authorising the complainant,
the Registrar 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
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Oppression
restraining.
adjudged payable by a defendant in
the action shall be paid, in whole or in
part, directly to former and present
shareholders or debenture-holders of
the company or its subsidiary instead
of to the company or its subsidiary; or
(d) an order requiring the company or its
subsidiary to pay reasonable legal fees
incurred by the complainant in
connection with the action.
Restraining Oppression
224. (1) This Division shall apply in relation to any
external company carrying on business within Guyana as it
applies in relation to a company.
(2) A complainant may apply to the court for an
order under this section.
(3) If, upon an application under subsection (2), the
court is satisfied that in respect of a company or any of its
affiliates—
(a) any act or omission of the company or
any of its affiliates effects a result;
(b) the business or affairs of the company
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
company or any of its affiliates are or
have been exercised in a manner,
that is oppressive or unfairly prejudicial to or that unfairly
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disregards the interests of any shareholder or debenture-
holder, creditor, director or officer of the company, the court
may make an order to rectify the matters complained of.
(4) It is not necessary to establish a course of
conduct by a company or any of its affiliates in order to
establish under subsection 3(a) or (c) that the affairs of a
company are being conducted in a manner oppressive to the
complainant.
(5) In connection with an application under this
section, the court may make any interim or final order it
thinks fit, including—
(a) an order restraining the conduct
complained of;

(b) an order appointing a receiver or
receiver-manager;
(c) an order to regulate a company’s
affairs by amending its articles or by-
laws;
(d) an order directing an issue or
exchange of shares or debentures;
(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 company, subject
to subsection (8), or any person, to
purchase shares or debentures of a
holder thereof;
(g) an order directing a company, subject
to subsection (8), or any other person,
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to pay to a shareholder or debenture-
holder any part of the moneys paid by
him for his shares or debentures;
(h) an order varying or setting aside a
transaction or contract to which a
company is a party and compensating
the company or any other party to the
transaction or contract;
(i) an order requiring a company, within
a time specified by the court, to
produce to the court or an interested
person financial statements in the
form required by section 153 or an
accounting in such other form as the
court may determine;
(j) an order compensating an aggrieved
person;
(k) an order directing rectification of the
registers or other records of a
company under section 227;
(l) an order that the company be wound
up;
(m) an order directing an investigation
under Division B of Part VI to be
made; or
(n) an order requiring the trial of any
issue.
(6) If an order made under this section directs the
amendment of the articles or by-laws of a company—

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Fourth
Schedule.

Staying action.
(a) the company concerned shall not have
power without the leave of the court
to make any further alteration in or
addition to the articles of
incorporation of the company
inconsistent with the provisions of the
order; and
(b) subject to paragraph (a), any
amendment made by the order shall
be of the same effect as if duly made
by resolution of the company.
(7) A shareholder shall not be entitled under
paragraph 14 of the Fourth Schedule to dissent if an
amendment to the articles is effected under this section.
(8) A company shall not make a payment to a
shareholder under paragraph (f) or (g) of subsection (5) if
there are reasonable grounds for believing that—
(a) the company is unable or would, after
that payment, be unable to pay its
liabilities as they become due; or
(b) the realisable value of the company’s
assets would thereby be less than the
aggregate of its liabilities.
(9) Where an order that the company be wound up
is made pursuant to subsection 5(1), the provisions of this Act
relating to the winding up of a company shall, with such
adaptations as are necessary, apply as if the order had been
made in proceedings in the court commenced by the
company.
225. (1) An application made or an action brought or
intervened in under this Part may not be stayed or dismissed
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Interim costs.
Rectification of
records.
by reason only that it is shown that an alleged breach of a
right or duty owed to the company or its subsidiary has been
or might be approved by the shareholders of the company or
its subsidiary; but evidence of approval by the shareholders
may be taken into account by the court in making an order
under section 223 or 224.
(2) An application made or an action brought or
intervened in under this Part may not be stayed,
discontinued, 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 any party to the application or action to give notice
to the complainant.
226. (1) In an application made or an action brought or
intervened in under this Part, the court may at any time order
the company or its subsidiary to pay to the complainant
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.
(2) A complainant shall not be required to give
security for costs in any application made, or an action
brought or intervened in, under or pursuant to any provision
in this Division.
227. (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
company, the company, a shareholder or debenture-holder of
the company or any aggrieved person may apply to the court
for an order that the registers or records of the company be
rectified.
(2) An applicant under this section must give the
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Directions for
Registrar.
Registrar notice of the application, and the Registrar shall be
entitled to appear and be heard in person or by an attorney-
at-law.
(3) In connection with an application under this
section, the court may make any order it thinks fit
including—
(a) an order requiring the registers or
other records of the company to be
rectified;
(b) an order restraining the company
from calling 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 company, whether
the issue arises between two or more
shareholders or debenture-holders or
alleged shareholders or alleged
debenture-holders, or between the
company and any shareholders or
debenture-holders or alleged
shareholders or alleged debenture-
holders; and
(d) an order compensating a party who
has incurred a loss.

Other Remedial Actions
228. The Registrar may apply to the court for
directions in respect of any matter concerning his duties
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Refusal by
Registrar.

Appeal from
Registrar.
under this Act, and on the application the court may give
such directions and make such further order as it thinks fit.
229. (1) When the Registrar refuses to file any articles
or other document required by this Act to be filed by him
before the articles or other document become effective, the
Registrar 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 Registrar does not file or give written
notice of his refusal to file any articles or document within the
time limited therefor in subsection (1), then, for the purposes
of section 230, the Registrar has refused to file the articles or
document.
230. A person who feels aggrieved by a decision of the
Registrar—
(a) to refuse to file in the form submitted
to him any articles or other document
required by this Act to be filed by
him;
(b) to give a name, to change, or revoke a
name, or to refuse to reserve, accept,
change or revoke a name under
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Restraining
order, etc.

Summary
application.

Registration
with Registrar.
sections 10 to 13;
(c) to refuse to grant an exemption under
section 148; or
(d) to refuse under section 340(2) to
permit a continued reference to shares
having a nominal or par value;
may apply to the court for an order requiring the Registrar to
change his decision, and upon the application the court may
so order and make any further order it thinks fit.
231. If a company or any director, officer, employee,
agent, auditor, trustee, receiver, receiver-manager or
liquidator of a company does not comply with this Act, the
regulations, articles or by-laws of the company, a complainant
or creditor of the company 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 or by-laws, as the case may be.
232. Where this Act states that a person may apply to
the court, the application may be made in a summary manner
by summons, originating notice of motion, or otherwise as the
rules of the court provide, but subject to any order respecting
notice to interested parties or costs, or any other order the
court thinks fit.
PART III
PROTECTION OF CREDITORS AND INVESTORS
DIVISION A
REGISTRATION OF CHARGES
Charges
233. (1) Subject to this Division, where a charge to
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which this section applies is created by a company, the
company must, within twenty-eight days after the creation of
the charge, lodge with the Registrar a statement of the charge
and—
(a) any instrument by which the charge is
created or evidenced; or
(b) a copy of the instrument together with
a statutory declaration verifying the
execution of the charge and also
verifying the copy as being a true
copy of the instrument,
and if this provision is not complied with in relation to the
charge, the charge shall be void so far as any security interest
it thereby purported to create.
(2) Nothing in subsection (I) shall affect any
contract or obligation for repayment of the sum secured by a
charge that is void under that subsection; and the money
received under the charge shall immediately become payable.
(3) This section shall apply to every charge created
by a company including a charge created by the company on
shares in a subsidiary of the company and held by the
company, except—
(a) any pledge of, or possessory lien on,
goods; and
(b) any charge by way of pledge, deposit,
letter of hypothecation or trust
receipt, or bills of lading, dock
warrants or other documents of title
to goods, or of bills of exchange,
promissory notes, or other negotiable
securities for money.
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Registered
debenture to
rank as
mortgage.
Contents of
charge
statements.
234. A debenture not secured by a separate mortgage
or charge but which has been duly registered after a notice of
the intended registration has been published in the Gazette
and one local newspaper not less than seven days previous to
the registration, shall be valid and shall rank as a mortgage
notwithstanding that it has not been secured by any separate
mortgage or charge.
235. (1) Subject to subsections (2) and (3), the
statement referred to in section 233 must contain the
following particulars—
(a) the date of the creation of the charge;
(b) the nature of the charge;
(c) the amount secured by the charge or
the maximum sum deemed to be
secured by the charge in accordance
with section 239;
(d) short particulars of the property
charged;
(e) the persons entitled to the charge; and
(f) in the case of a floating charge, the
nature of any restriction on the power
of the company to grant further
charges ranking in priority to, or
equally with, the charge thereby
created.

(2) Where a company creates a series of debentures
containing or giving by reference to any other instrument any
charge to the benefit of which the debenture-holders of that
series are entitled equally, it shall be sufficient if there is
lodged with the Registrar for registration, within twenty-eight
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Certified copy
of instrument.
days after the execution of the instrument containing the
charges or, if there is no such instrument, after the execution
of the first debenture of the series, a statement containing the
following—
(a) the total amount secured by the whole
series;
(b) the dates of the resolution authorising
the issue of the series and the date of
any covering instrument by which the
security interest is created or defined;
(c) the name of any trustee for the
debenture-holders; and
(d) the particulars specified in
paragraphs (b), (d) and (f) of
subsection (1).
(3) The statement referred to in subsection (2) must
be accompanied by the instrument containing the charge or a
copy of that instrument and a statutory declaration verifying
the execution of the instrument and verifying the copy to be a
true copy, but if there is no such instrument, the statement
must be accompanied by a copy of one of the debentures of
the series and a statutory declaration verifying the copy to be
a true copy.
236. For the purposes of section 233(1) and section
235(3), a certified copy of an instrument or debenture shall be
a copy of the instrument or debenture that has endorsed on it
a certificate—
(a) that states that the instrument or
debenture is a true and complete copy
of the original; and

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Later charges.
Effect on
enactments.

Fluctuating
charges.

(b) that is under the seal of the company
or under the hand of some person
interested in the instrument or
debenture otherwise than on behalf of
the company.
237. When a charge requiring registration under
sections 233 to 236—
(a) is created before the lapse of thirty
days after the creation of a prior
unregistered charge that comprises all
or any part of the property comprised
in the prior charge; and
(b) is given as security for the same debt
that is secured by the prior charge or
any part of that debt,
then, to the extent to which the subsequent charge is a
security for the same debt or part thereof and so far as
respects the property comprised in the prior charge, the
subsequent charge shall not operate nor shall be valid unless
it was given in good faith for the purpose of correcting some
material error in the prior charge or under other proper
circumstances and not for the purpose of avoiding or evading
the provisions of this Division.
238. Sections 233 to 237 shall not affect any other
enactment relating to the registration of charges.
239. (1) When a charge the particulars of which
require registration under section 233 is expressed to secure
all sums due or to become due or some other fluctuating
amount, the particulars required under section 235(1)(c) must
state the maximum sum that is deemed to be secured by the
charge, which must be the maximum covered by the stamp
duty paid thereon, and the charge shall, subject to subsection
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Charge on
acquisition of
property.

(2), be void, so far as any security interest is created by the
charge, as respects any excess over the stated maximum.
(2) Where, in respect of a charge on the property of
a company of a kind referred to in subsection (1)—
(a) any additional stamp duty is later
paid on the charge; and
(b) at any time after that but before the
commencement of the liquidation of
the company, amended particulars of
the charge stating the increased
maximum sum deemed to be secured
by the charge, together with the
original instrument by which the
charge was created or evidenced, are
lodged with the Registrar for
registration,
then, as from the date on which it is lodged, the charge, if
otherwise valid, shall be effective to the extent of the
increased maximum sum except as regards any person who,
before the date on which the charge was so lodged, had
acquired any proprietary rights in, or a fixed or floating
charge on, the property that is subject to the charge.
240. (1) Where a company acquires any property that
is subject to a charge of any kind that would, if it had been
created by the company after the acquisition of the property,
have been required to be registered under this Division, the
company must, within twenty-eight days after the date on
which the acquisition is completed, lodge with the Registrar
for registration—
(a) a statement of the particulars required
by section 235 and of the date of the
acquisition of the property; and
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Duty to
register.

Register of
charges.
(b) the instrument by which the charge
was created or is evidenced or a copy
thereof,
accompanied by a statutory declaration as required by section
233 and certified as provided in section 236.
(2) Failure to comply with subsection (I) shall not
affect the validity of the charge concerned.
Registration of Charges
241. (1) Documents and particulars required to be
lodged for registration may—
(a) in the case of a requirement under
section 233, be lodged by the
company concerned or by any person
interested in the documents; and
(b) in the case of a requirement under
section 240, be lodged by the
company concerned.
(2) A person not being the company concerned
who lodges documents or particulars for registration
pursuant to paragraph (a) of subsection (1) may recover from
the company concerned the amount of any fees properly
payable on the registration if he meets the requirements of
sections 233 to 237.
242. (1) The Registrar must keep a register of all the
charges lodged for registration under this Division and enter
in the register with respect to those charges the following
particulars—
(a) in any case to which section 235(2)
applies, such particulars as are
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Endorsement
on debenture.
required to be contained in a
statement lodged under that
subsection;
(b) in any case to which section 240
applies, such particulars as are
required to be contained in a
statement lodged under paragraph (a)
of subsection (1) of that section; and
(c) in any other case, such particulars as
are required by section 235 to be
contained in a statement lodged
under that section.
(2) The Registrar must issue a certificate of every
registration stating, if applicable, the amount secured by the
charge or, in a case referred to in section 239, the maximum
amount secured by the charge, and the certificate shall be
conclusive proof that the requirements as to registration have
been complied with.
243. (1) A company shall endorse on every debenture
issued by it—
(a) a copy of the certificate of registration
of any charge related to the
debenture; or
(b) a statement that the registration of a
charge related to the debenture has
been effected and the date of the
registration.
(2) Subsection (1) shall not apply to a debenture
issued by a company before the charge was created in relation
to the debenture.

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Satisfaction and
payment.

Rectification of
error.
244. (1) Where, with respect to any registered
charge—
(a) the debt for which the charge was
given has been paid or satisfied in
whole or in part; or
(b) the property or undertaking charged,
or any part thereof, has been released
from the charge or has ceased to form
part of the company’s property or
undertaking,
the company may lodge with the Registrar in the prescribed
form a memorandum of satisfaction in whole or in part, or a
memorandum of the fact that the property or undertaking or
any part thereof has been released from the charge or has
ceased to form part of the company’s property or
undertaking, as the case may be, and the Registrar must enter
particulars of that memorandum in the register.
(2) The memorandum must be supported by
evidence sufficient to satisfy the Registrar of the payment,
satisfaction, release or cessation referred to in subsection (1).
245. On being satisfied that the omission to register a
charge within the time required or that the omission or mis-
statement of any particular with respect to any such charge or
in a memorandum—
(a) was accidental or due to inadvertence
or to some other sufficient cause;
(b) is not of a nature to affect adversely
the position of creditors or
shareholders; or
(d) that, on other grounds, it is just and
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Retention of
copy.

Inspection of
copies.

Registration of
receiver.
equitable to grant relief,
the court may, on the application of the company or any
person interested and on such terms and conditions as seem
to the court to be just and expedient, order that that time for
registration be extended or that the omission or mis-statement
be rectified.
246. (1) A company must retain, at the registered
office of the company, a copy of every instrument creating
any charge that requires registration under this Division, but,
in the case of a series of debentures, the retention of a copy of
one debenture of the series shall be sufficient for the purposes
of this subsection.
(2) A company must record all charges specifically
affecting property of the company and all floating charges on
the undertaking or any property of the company, giving in
each case a short description of the property charged, the
amount of the charge and the names of the persons entitled
thereto.
247. The copies of instruments retained by the
company pursuant to section 246 must be kept open for the
inspection of creditors and shareholders of the company, free
of charge.
248. (1) Where any person—
(a) obtains an order for the appointment
of a receiver of any of the property of
a company; or
(b) appoints a receiver of any of the
property of a company or enters into
possession of any property of a
company under any powers
contained in any charge,
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External
company.

he must give, within ten days from the date of the order,
appointment or entry into possession, notice thereof to the
Registrar, who must enter the fact in the register of the
particulars of charges relating to the company.
(2) When—
(a) a person who has been appointed a
receiver of the property of a company
ceases to act as receiver; or
(b) a person who had entered into
possession of any property of a
company goes out of possession of
that property,
he must, within ten days of his having done so, give notice of
his so doing in the prescribed form to the Registrar, who must
enter the notice in the register of the particulars of charges
relating to that company.
Application of Division
249. (1) This Division shall apply to charges created or
acquired, after the commencement of this Act, by an external
company, on property in Guyana, in like manner and with
like consequences as if the external company were a company
as defined in subsection (2), whether or not the external
company is registered under this Act pursuant to Division A
of Part IV.
(2) An external company is a firm or other body of
persons, whether incorporated or unincorporated, that is
formed under the laws of a country other than Guyana.

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Definitions.

Application of
Division.
DIVISION B
TRUST DEEDS AND DEBENTURES
250. In this Division—
“event of default” means an event specified in a trust deed on
the occurrence of which—
(a) a security interest constituted
by the trust deed becomes
enforceable; or
(b) the principal, interest and other
moneys payable thereunder
become or can be declared to be
payable before maturity,
but the event shall not be an event of default until all
conditions prescribed in the trust deed in connection
with that event for the giving of notice or the lapse of
time or otherwise have been satisfied;
“trustee” means any person appointed as trustee under the
terms of a trust deed to which a company is a party and
includes any successor trustee;
“trust deed” means any deed, indenture or other instrument,
including any supplement or amendment thereto, made
by a company after its incorporation or continuance
under this Act under which the company issues
debentures and in which a person is appointed as trustee
for the holders of the debentures issued thereunder.
251. This Division shall apply to a trust deed if the
debentures issued or to be issued under the trust deed are
part of a distribution to the public.

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Conflict of
interest.
List of
debenture-
holders.
TRUSTEES
252. (1) No person may be appointed as trustee if
there is a material conflict of interest between his role as
trustee and his role in any other capacity.
(2) There shall be a material conflict of interest for
the purpose of subsection (1) where a person is an officer or
employee, or a shareholder of the company issuing the
debentures.
(3) Within ninety days after a trustee becomes
aware that a material conflict of interest exists in his case, the
trustee must—
(a) eliminate the conflict of interest; or
(b) resign from office.
(4) A trust deed, any debentures issued thereunder
and a security interest effected thereby shall be valid
notwithstanding a material conflict of interest of the trustee.
(5) If a trustee is appointed contrary to subsection
(1) or continues as a trustee contrary to subsection (3), any
interested person may apply to the court for an order that the
trustee be replaced, and the court may make an order on such
terms as it thinks fit.
253. (1) A holder of debentures issued under a trust
deed may, upon payment to the trustee of a reasonable fee,
require the trustee to furnish, within fourteen days after
delivering to the trustee the statutory declaration referred to
in subsection (4), a list setting out—
(a) the names and addresses of the
registered holders of the outstanding
debentures of the issuer;
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(b) the principal amount of outstanding
debentures owned by each such
holder; and
(c) the aggregate principal amount of
debentures outstanding,
as shown on the records maintained by the trustee on the day
that the statutory declaration is delivered to him.
(2) Upon the demand of a trustee, the issuer of
debentures must furnish the trustee with the information
required to enable the trustee to comply with subsection (1).
(3) If the person requiring the trustee to furnish a
list under subsection (1) is a body corporate, the statutory
declaration required under that subsection must be made by a
director or officer of the body corporate.

(4) The statutory declaration required under
subsection (1) must state—
(a) the name and address of the persons
requiring the trustee to furnish the list
and, if the person is a body corporate,
its address for service; and
(b) that the list will not be used except as
permitted under subsection (5).
(5) A list obtained under this section shall not be
used by any person except in connection with—
(a) an effort to influence the voting of the
debenture- holders;
(b) an offer to acquire debentures; or

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Evidence of
compliance.
Contents of
evidence.
(c) any other matter relating to the
debentures or the affairs of the issuer
or guarantor thereof.
254. (1) An issuer or a guarantor of debentures issued
or to be issued under a trust deed must, before doing any act
that is described in paragraph (a), (b) or (c) of this subsection,
furnish the trustee with evidence of compliance with the
conditions in the trust deed relating to—
(a) the issue, certification and delivery of
debentures under the trust deed;
(b) the release, or release and
substitution, of property that is
subject to a security interest
constituted by the trust deed; or
(c) the satisfaction and discharge of the
trust deed.
(2) Upon the demand of a trustee, the issuer or
guarantor of debentures issued or to be issued under a trust
deed must furnish the trustee with evidence of compliance
with the trust deed by the issuer or guarantor in respect of
any act to be done by the trustee at the request of the issuer or
guarantor.
255. Evidence of compliance as required by section
254 must consist of—
(a) a statutory declaration or certificate
made by a director or an officer of the
issuer or guarantor stating that the
conditions referred to in that section
have been complied with;
(b) if the trust deed requires compliance
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Further
evidence.
Evidence
relating to
conditions.
with conditions that are subject to
review by an attorney-at-law, his
opinion that those conditions have
been complied with; and
(c) if the trust deed requires compliance
with conditions that are subject to
review by an auditor or accountant,
an opinion or report of the auditor of
the issuer or guarantor, or such other
accountant as the trustee may select,
that those conditions have been
complied with.
256. The evidence of compliance referred to in section
255 must include a statement by the person giving the
evidence—
(a) declaring that he has read and
understands the conditions of the
trust deed described in section 254;
(b) describing the nature and scope of the
examination or investigation upon
which he based the certificate,
statement or opinion; and
(c) declaring that he has made such
examination or investigation as he
believes necessary to enable him to
make the statements or give the
opinion contained or expressed
therein.
257. Upon the demand of a trustee, the issuer or
guarantor of debentures issued under a trust deed must
furnish the trustee with evidence in such form as the trustee
may require as to compliance with any condition of the trust
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Certificate of
compliance.

Notice of
default.

Redemption of
debenture.
Duty of care.
deed relating to any action required or permitted to be taken
by the issuer or guarantor under the trust deed.
258. At least once in each twelve-month period
beginning on the date of the trust deed and at any other time
upon the demand of a trustee, the issuer or guarantor of
debentures issued under the trust deed must furnish the
trustee with a certificate that the issuer or guarantor has
complied with all requirements contained in the trust deed
that, if not complied with, would, with the giving of notice,
lapse of time or otherwise, constitute an event of default, or if
there has been failure to so comply, giving particulars of that
failure.
259. Within thirty days after a trustee under a trust
deed becomes aware of an event of default thereunder, the
trustee must give to the holder of any debentures issued
under the trust deed notice of the event of default arising
under the trust deed and continuing at the time the notice is
given, unless the trustee reasonably believes that it is in the
best interest of the debenture holders to withhold that notice
and in writing so informs the issuer and guarantor.
260. (1) Debentures issued, pledged or deposited by a
company shall not be redeemed by reason only that the
amount in respect of which the debentures are issued,
pledged or deposited is repaid.
(2) Debentures issued by a company and
purchased, redeemed or otherwise acquired by it may be
cancelled or, subject to any applicable trust deed or other
agreement, may be reissued, pledged or deposited to secure
any obligation of the company then existing or thereafter
incurred, and any such acquisition and reissue, pledge or
deposit shall not be a cancellation of the debenture.
261. A trustee under a trust deed in exercising his
powers and discharging his duties must—
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Reliance on
statements.

No exculpation.

Rights of
trustees.

(a) act honestly and in good faith with a
view to the best interests of the
holders of the debentures issued
under the trust deed; and
(b) exercise the care, diligence and skill of
a reasonably prudent trustee.
262. Notwithstanding section 261, a trustee shall not
be liable if he relies in good faith upon statements contained
in a statutory declaration, certificate, opinion or report that
complies with this Act or the trust deed.
263. No term of a trust deed or of any agreement
between a trustee and the holders of debentures issued
thereunder or between the trustee and the issuer or guarantor
shall operate to relieve a trustee from the duties imposed
upon him by section 261.
264. (1) The trustee under a trust deed shall hold all
contracts, stipulations and undertakings given to him and all
mortgages, charges and securities vested in him in connection
with the debentures covered by the trust deed, or some of
those debentures, exclusively for the benefit of the debenture-
holders concerned, except in so far as the trust deed otherwise
provides.
(2) A debenture-holder may—
(a) sue the company that issued the
debentures he holds for payment of
any amount payable to him in respect
of the debentures; or
(b) sue the trustee of the trust deed
covering the debentures he holds for
compensation for any breach of the
duties that the trustee owes him,
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and in any such action it shall not be necessary for any other
debenture- holders of the same class, or if the action is
brought against the company, the trustee under the covering
trust deed to be joined as a party.
(3) This section shall apply notwithstanding
anything contained in a debenture, trust deed or other
instrument, but a provision in a debenture or trust deed shall
be valid and binding on all the debenture-holders of the class
concerned to the extent that, by a resolution supported by the
votes of the holders of at least three-quarters in value of the
debentures of that class in respect of which votes are cast on
the resolution, the provision enables a meeting of the
debenture-holders—
(a) to release any trustee from liability for
any breach of his duties to the
debenture-holders that he has already
committed, or generally from liability
for all such breaches, without
necessarily specifying them, upon his
ceasing to be a trustee;
(b) to consent to the alteration or
abrogation of any of the rights,
powers or remedies of the debenture-
holders and the trustee under the
trust deed covering their debentures,
except the powers and remedies
under section 271; or
(c) to consent to the substitution of
debentures of a different class issued
by the company or any other
company or body corporate for the
debentures of the debenture-holders,
or to consent to the cancellation of the
debentures in consideration of the
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Need for trust
deed.

Kinds of
debentures.

issue to the debenture-holders of
shares credited as fully paid in the
company or any other body
corporate.
Trust Deeds
265. (1) A public company must, before issuing any of
its debentures, execute a trust deed in respect of the
debentures and procure the execution thereof by a trustee.
(2) No trust deed may cover more than one class of
debentures, whether or not the trust deed is required by this
section to be executed.
(3) Where a trust deed is required by this section to
be executed in respect of any debentures issued by a public
company but a trust deed has not been executed, the court
may, on the application of a holder of any debenture issued
by the company—
(a) order the company to execute a trust
deed in respect of those debentures;
(b) direct that a person nominated by the
court be appointed a trustee of the
trust deed; and
(c) give such consequential directions as
the court thinks fit regarding the
contents of the trust deed and its
execution by the trustee.
266. (1) Debentures belong to different classes if
different rights attach to them in respect of—
(a) the rate of interest or the dates for
payment of interest;
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Cover of trust
deed.

(b) the dates when, or the instalments by
which, the principal of the debentures
will be repaid, unless the difference is
solely that the class of debentures will
be repaid during a stated period of
time and particular debentures will be
repaid at different dates during that
period according to selections made
by the company or by drawings,
ballot or otherwise;
(c) any right to subscribe for or convert
the debentures into other shares or
other debentures of the company or
any other body corporate; or
(d) the powers of the debenture-holders
to realise any security interest.
(2) Debentures belong to different classes if they do
not rank equally for payment when—
(a) any security interest is realised; or
(b) the company is liquidated,
that is to say, if, in those circumstances, the security interest
or the proceeds thereof, or any assets available to satisfy the
debentures, is or are not to be applied in satisfying the
debentures strictly in proportion to the amount of principal,
premiums and arrears of interest to which the holders of them
are respectively entitled.
267. A debenture shall be covered by a trust deed if
the debenture holder is entitled to participate in any money
payable by the company under the trust deed, or is entitled
by the trust deed to the benefit of any security interest,
whether alone or together with other persons.
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Exception.

Contents of
trust deed.

268. Sections 265 to 267 shall not apply to debentures
issued before the commencement of his Act or to debentures
forming part of a class of debentures some of which were
issued before the commencement of this Act.
269. (1) Every trust deed, whether required by section
265 or not, must state—
(a) the maximum sum that the company
can raise by issuing debentures of the
same class;
(b) the maximum discount that can be
allowed on the issue or re-issue of the
debentures, and the maximum
premium at which the debentures can
be made redeemable;
(c) the nature of any assets over which a
security interest is created by the trust
deed in favour of the trustee for the
benefit of the debenture-holders
equally, and, except where such an
interest is a floating charge or a
general floating charge, the identity of
the assets subject to it;
(d) the nature of any assets over which a
security interest has been or will be
created in favour of any person other
than the trustee for the benefit of the
debenture-holders equally, and,
except where such an interest is a
floating charge or a general floating
charge, the identity of the assets
subject to it;
(e) whether the company has created or
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will have to create any security
interest for the benefit of some, but
not all, of the holders of debentures
issued under the trust deed;
(f) any prohibition or restriction on the
power of the company to issue
debentures or to create any security
interest on any of its assets ranking in
priority to, or equally with, the
debentures issued under the trust
deed;
(g) whether the company will have
power to acquire debentures issued
under the trust deed before the date
for their redemption and to re-issue
the debentures;
(h) the dates on which interest on the
debentures issued under the trust
deed will be paid and the manner in
which payment will be made;
(i) the dates on which the principal of the
debentures issued under the trust
deed will be repaid and, unless the
whole principal is to be repaid to all
the debenture-holders at the same
time, the manner in which
redemption will be effected, whether
by the payment of equal instalments
of principal in respect of each
debenture or by the selection of
debentures for redemption by the
company, or by drawing, ballot or
otherwise;

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(j) in the case of convertible debentures,
the dates and terms on which the
debentures can be converted into
shares and the amounts that will be
credited as paid upon those shares,
and the dates and terms on which the
debenture- holders can exercise any
right to subscribe for shares in right of
the debentures held by them;
(k) the circumstances in which the
debenture-holders will be entitled to
realise any security interest vested in
the trustee or any other person for
their benefit, other than the
circumstances in which they are
entitled to do so by this Act;
(l) the power of the company and the
trustee to call meetings of the
debenture-holders, and the rights of
debenture-holders to require the
company or the trustee to call
meetings of the debenture-holders;
(m) whether the rights of debenture-
holders can be altered or abrogated
and, if so, the conditions that are to be
fulfilled, and the procedures that are
to be followed, to effect an alteration
or an abrogation; and
(n) the amount or rate of remuneration to
be paid to the trustee and the period
for which it will be paid, and whether
it will be paid in priority to the
principal, interest and costs in respect
of debentures issued under the trust
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Contents of
debentures.

deed.
(2) If debentures are issued without a covering
trust deed being executed, the statements required by
subsection (1) must be included in each debenture or in a note
forming part of the same document or endorsed thereon, and
in applying that subsection references therein to the trust
deed shall be construed as references to all or any of the
debentures of the same class.
(3) Subsection (2) shall not apply if—
(a) the debenture is the only debenture of
the class to which it belongs that has
been or that can be issued; and
(b) the rights of the debenture-holder
cannot be altered or abrogated
without his consent.
(4) This section shall not apply to a trust deed
executed or to debentures issued before the commencement
of this Act.
270. (1) Every debenture that is covered by a trust
deed must state either in the body of the debenture or in a
note forming part of the same document or endorsed
thereon—
(a) the matters required to be stated in a
trust deed by paragraphs (a), (b), (f),
(h), (i), (j), (l) and (m) of subsection (1)
of section 269;
(b) whether the trustee of the covering
trust deed holds the security interest
vested in him by the trust deed in
trust for the debenture-holders
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Realisation of
debenture-
holder’s
security.
equally, or in trust for some only of
the debenture-holders, and if so,
which debenture-holders; and
(c) whether the debenture is secured by a
general floating charge vested in the
trustee of the covering trust deed or in
the debenture-holders.
(2) A debenture issued by a company must state on
its face in clearly legible print that it is unsecured if no
security interest is vested in the holder of the debenture or in
any other person for his benefit as security for payment of
principal and interest.
(3) This section shall not apply to debentures
issued before the commencement of this Act.
REALISATION OF SECURITY
271. (1) Debenture-holders are entitled to realise any
security interest vested in them or in any other person for
their benefit, if—
(a) the company fails, within one month
after it becomes due, to pay—
(i) any instalment of interest;
(ii) the whole or part of the
principal; or
(iii) any premium,
owing under the debentures or the
trust deed covering the debentures;
(b) the company fails to fulfil any of the
obligations imposed on it by the
debentures or the trust deed;
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(c) any circumstances occur that by the
terms of the debentures or trust deed
entitle the holders of the debentures
to realise their security interest; or
(d) the company is liquidated.
(2) Debenture-holders whose debentures are
secured by a general floating charge vested in themselves or
the trustee of the covering trust deed or any other person
shall be additionally entitled to realise their security interest,
if—
(a) any creditor of the company issues a
process of execution against any of its
assets or commences proceedings for
liquidation of the company by order
of any court of competent jurisdiction;
(b) the company ceases to pay its debts as
they fall due;
(c) the company ceases to carry on
business;
(d) the company incurs, after the issue of
debentures of the class concerned,
losses or diminution in the value of its
assets that in the aggregate amount to
more than one half of the total
amount owing in respect of—
(i) debentures of the class held by
the debenture- holders who
seek to enforce their security
interest; and
(ii) debentures whose holders rank
before them for payment of
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principal or interest; or
(e) any circumstances occur that entitle
debenture-holders who rank for
payment of principal or interest in
priority to the debentures secured by
the general floating charge to realise
their security interest.
(3) At any time after a class of debenture-holders
become entitled to realise their security interest, a receiver of
any assets subject to such security interest or in favour of the
class of debenture-holders or the trustee of the covering trust
deed or any other person may be appointed—
(a) by the trustee;
(b) by the holders of debentures in
respect of which there is owing more
than half of the total amount owing in
respect of all debentures of the same
class; or
(c) by the court on the application of any
trustee or debenture-holder of the
class concerned.
(4) A receiver appointed pursuant to subsection (3)
shall have, subject to any order made by the court, power—
(a) to take possession of the assets that
are subject to the security interest and
to sell those assets; and
(b) if the security interest extends to that
property,
(i) to collect debts owed to the
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company;
(ii) to enforce claims vested in the
company;
(iii) to compromise, settle and enter
into arrangements in respect of
claims by or against the
company;
(iv) to carry on the company’s
business with a view to selling
it on the most favourable terms;
(v) to grant or accept leases of land
and licences in respect of
patents, designs, copyright, or
trade, service or collective
marks; and
(vi) to recover capital unpaid on the
company’s issued shares.
(5) The remedies given by this section shall be in
addition to and not in substitution for any other powers and
remedies conferred on the trustee under the trust deed or on
the debenture-holders by the debentures or the trust deed,
and any power or remedy that is expressed in any instrument
to be exercisable if the debenture-holders become entitled to
realise their security interest shall be exercisable on the
occurrence of any of the events specified in subsection (1) or,
in the case of a general floating charge, in subsections (1) and
(2), but a manager of the business or of any of the assets of a
company may not be appointed for the benefit of debenture-
holders unless a receiver has also been appointed and has not
ceased to act.
(6) This section shall apply to debentures issued
before as well as after the commencement of this Act.
(7) No provision in any instrument shall be valid
that purports to exclude or restrict the remedies given by this
section.
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Disqualified
receivers.

Functions of
receivers.

Functions of
receiver-
managers.
DIVISION C
RECEIVERS AND RECEIVER-MANAGERS
272. (1) A person may not be appointed a receiver or
receiver-manager of any assets of a company, and may not act
as such a receiver or receiver-manager, if the person—
(a) is a body corporate;
(b) is an undischarged bankrupt; or
(c) is disqualified from being a trustee
under a trust deed executed by the
company or would be so disqualified
if a trust deed had been executed by
the company.
(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 debenture 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 shall not be terminated or
interrupted by the occurrence of the disqualification.
(3) This section shall apply to a person appointed
to be a receiver or receiver-manager whether so appointed
before or after the commencement of this Act.
273. A receiver of any property of a company may,
subject to the rights of 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 company.
274. A receiver of a company may, if he is also
appointed manager of the company, carry on any business of
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Directors’
powers
stopped.

Duty under
court direction.
Duty under
instrument.
Duty of care.

Directions by
court.
the company to protect the security interest of those on behalf
of whom he is appointed.

275. When a receiver-manager of a company is
appointed by the court or under an instrument, the powers of
the directors of the company that the receiver-manager is
authorised to exercise may not be exercised by the directors
until the receiver-manager is discharged.
276. A receiver or receiver-manager of a company
appointed by the court must act in accordance with the
directions of the court.
277. A receiver or receiver-manager of a company
appointed under an instrument must act in accordance with
that instrument and any directions of the court made under
section 279.
278. A receiver or receiver-manager of a company
appointed under an instrument must—
(a) act honestly and in good faith; and
(b) deal with any property of the
company in his possession or control
in a commercially reasonable manner.
279. Upon an application by a receiver or receiver-
manager of a company, 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;
(b) an order determining the notice to be
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Duties of
receivers, etc.
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;
(d) an order fixing the remuneration of
the receiver or receiver-manager;
(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 company;
(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.
280. A receiver or receiver-manager of a company
must—
(a) immediately give notice of his
appointment to the Registrar, and of
his discharge;

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(b) take into his custody and control the
property of the company 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 company for the
moneys of the company coming
under his control;
(d) keep detailed accounts of all
transactions carried 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 company;
(f) prepare financial statements of his
administration at such intervals and
in such form as may be prescribed;
(g) upon completion of his duties, render
a final account of his administration,
in the form adopted for interim
accounts under paragraph (f); and
(h) file with the Registrar a copy of any
financial statement mentioned in
paragraph (f) and any final account
mentioned in paragraph (g) within
fourteen days of the preparation of
the financial statement or rendering of
the final account, as the circumstances
require.
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Liability of
receivers, etc.
281. (1) A receiver of assets of a company appointed
under section 271(3) or under the powers contained in any
instrument—
(a) shall be 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) shall be entitled in respect of that
liability to an indemnity out of the
assets of which he was appointed to
be receiver,
but nothing in this subsection shall limit any right to an
indemnity that he would have, apart from this subsection, or
shall limit 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
exercisable, 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
appointment had been valid, would
have been properly done or omitted
to be done; and
(b) order that the person by whom the
purported appointment was made, be
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Notice of
receivership.
Statement of
affairs.
personally liable to the extent to
which that relief has been granted.
(3) Subsection (1) shall apply to a receiver
appointed before or after the commencement of this Act, but
shall not apply to contracts entered into before the
commencement of this Act.
282. Where a receiver or a receiver-manager of any
assets of a company has been appointed for the benefit of
debenture-holders, every invoice, order of goods or business
letter issued by or on behalf of the company or the receiver,
being a document on or in which the name of the company
appears, must contain a notice that a receiver or a receiver-
manager has been appointed.
283. (1) Where a receiver of the whole or substantially
the whole, of the assets of a company, in this section and
section 284 referred to as the “receiver”, is appointed under
section 271 (3), or under the powers contained in any trust
deed, for the benefit of the holders of any debentures of the
company secured by a general floating charge, then subject to
this section and section 284—
(a) the receiver shall forthwith send
notice to the company of his
appointment;
(b) within fourteen days after receipt of
the notice by the company, or such
longer period as may be allowed by
the receiver, there shall be made out
by the company and submitted to the
receiver a statement in accordance
with section 284 as to the affairs of the
company;
(c) the receiver shall, within two months
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after receipt of the statement, send—
(i) to the Registrar 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;
(ii) to the company, 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 debentures
belonging to the same class as
the debentures in respect of
which he was appointed, a
copy of that summary.
(2) The receiver shall—
(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 twelve months;
and
(b) within two months or such longer
period as the court may allow after he
ceases to act as receiver of the assets
of the company,

send to the Registrar, to the trustee of the trust deed, and to
the holders of all debentures belonging to the same class as
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Contents of
statement.
the debentures in respect of which the receiver was
appointed, an abstract in a form approved by the Registrar.
(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) shall 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 complied with, the
references in paragraphs (b) and c) of that subsection to the
receiver shall include, subject to subsection (5), references to
his successor and to any continuing receiver.
(5) If the company is being liquidated, this section
and section 284 shall 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) shall affect 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.
284. (1) The statement as to the affairs of a company
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required by section 283 to be submitted to the receiver or his
successor must show, as at the date of the receiver’s
appointment—
(a) the particulars of the company’s
assets, debts and liabilities;
(b) the names, addresses and occupations
of the company’s creditors;
(c) the security interests held by the
company’s creditors respectively;
(d) the dates when the security interests
were respectively created; and
(e) such further or other information as
may be prescribed.
(2) The state of affairs of the company must be
submitted by, and be verified by, the signed declaration of at
least one person who is, at the date of the receiver’s
appointment, a director, and by the secretary of the company
at that date, or by such of the persons, hereafter in this
subsection mentioned, as the receiver or his successor, subject
to the direction of the Registrar, may require to submit and
verify the statement, namely, persons who—
(a) are or have been officers of the
company;
(b) have taken part in the formation of
the company at any time within one
year before the date of the receiver’s
appointment;
(c) are in the employment of the
company, or have been in the
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Contents of
prospectus.
employment of the company within
that year and, in the opinion of the
receiver, are capable of giving the
information required; or
(d) are or have been within that year
officers of or in the employment of an
affiliated company.
(3) Any person making or verifying the statement
of affairs of a company 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
making or verifying of the statement as the receiver or his
successor considers reasonable, subject to an appeal to the
court.
285. In this section—
“issue” includes circulate or distribute;
“notice” includes circular or advertisement;
“prospectus” includes, in relation to any company, any notice,
prospectus, or other document that—
(a) invites applications from the
public, or invites offers from
the public, to subscribe for or
purchase; or
(b) offers to the public for
subscription or purchase,
directly or through other
persons,
any shares or debentures of the company or any units of any
such shares or debentures of the company.

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(2) The following requirements shall apply to a
prospectus—
(a) the prospectus must be dated; and
that date, unless there is proof to the
contrary, shall be taken as the date of
issue of the prospectus;
(b) one copy of the prospectus must be
lodged with the Registrar, and the
prospectus must set out that a copy of
the prospectus has been so lodged
and immediately state thereafter that
the Registrar takes no responsibility
as to the validity or veracity of its
contents;
(c) the prospectus must contain a
statement that no shares and
debentures or either are to be allotted
on the basis of the prospectus later
than three months after the date of
issue of the prospectus;
(d) the prospectus must, if it contains any
statement by an expert made or
contained in what purports to be a
copy of or extract from a report,
memorandum or valuation, of an
expert, state the date on which the
statement, report, memorandum or
valuation was made and whether or
not it was prepared by the expert for
incorporation in the prospectus;
(e) the prospectus must disclose any
commission payable by virtue of
section 49; and
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First Schedule.

Definitions.
(f) the prospectus must subject to the
provisions contained in Part III of the
First Schedule, state the matters
specified in Part I of that Schedule
and set out the reports specified in
Part II of that Schedule.
Sections 286- 304 repealed by Act No. 21 of 1998
DIVISION E
INSIDER TRADING
305. (1) In this Division—
“business combination” means an acquisition of all, or
substantially all, of the property of one body corporate by
another body corporate or an amalgamation of two or
more bodies corporate.
“share” means a share in a company carrying voting rights in
all circumstances or by reason of the occurrence of any
event that has occurred and that is continuing, and
includes—
(a) a share currently convertible into a
share carrying those rights; and
(b) a right to acquire a share carrying
those rights or a share of a kind
mentioned in paragraph (a).
(2) For the purposes of this Division, a body
corporate shall be deemed to be controlled by a person if
shares in the body corporate carrying voting rights sufficient
to elect a majority of the directors of the body corporate are
held, directly or indirectly, otherwise than by way of security
only, by or on behalf of that person.

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Interpretation
for the purpose
of section 307.

306. (1) In this section and section 307—
“call” means an option, transferable by delivery, to demand
delivery of a specified number or amount of shares at a
fixed price within a specified time but shall not include
an option or right to acquire shares of the company that
granted the option or right to acquire;
“distributing company” means a company—
(a) any of the shares in, or
debentures of, which are or
were offered to the public and
remain outstanding; and
(b) which has more than one
shareholder or debenture-
holder;
“insider” means—
(a) an officer of a distributing
company;
(b) a distributing company that
purchases or otherwise
acquires, except under section
40, shares issued by it or a
company in the same group of
companies as it; or
(c) a person who beneficially owns
more than ten per cent of the
shares in a distributing
company, or who exercises
control or direction over more
than ten per cent of the votes,
attached to shares in a
distributing company,
excluding shares owned by an
underwriter under an
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underwriting agreement while
those shares are in the course of
being offered to the public;
“put” means an option, transferable by delivery, to deliver a
specified number or amount of shares at a fixed price
within a specified time.
(2) For the purposes of this section and section
307—
(a) an officer of a body corporate that is
an insider of a distributing company
shall be deemed to be an insider of the
distributing company;
(b) an officer of a body corporate that is a
subsidiary of a distributing company
shall be deemed to be an insider of the
distributing company;
(c) a person shall be deemed to own
beneficially shares beneficially owned
by a body corporate controlled by him
directly or indirectly;
(d) a body corporate shall be deemed to
own beneficially shares beneficially
owned by a company in the same
group of companies as the body
corporate; and
(e) the acquisition by an insider of an
option or a right to acquire a share
shall be deemed to be a change in the
beneficial ownership of the share to
which the option or right to acquire
relates.

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Prohibition of
short sale, etc.

(3) For the purposes of this section and section
307—

(a) if a body corporate becomes an
insider of a distributing company, or
enters into a business combination
with a distributing company, an
officer of the body corporate shall be
deemed to have been an insider of the
distributing company for the previous
six months or for such shorter period
as he was an officer of the body
corporate; and
(b) if a distributing company becomes the
insider of a body corporate or enters
into a business combination with a
body corporate an officer of the body
corporate shall be deemed to have
been an insider of the distributing
company for the previous six months
or for such shorter period as he was
an officer of the body corporate.
307. (1) An insider shall not knowingly sell, directly or
indirectly, a share in a distributing company or in any
company in the same group of companies as a distributing
company if the insider selling the share does not own, or has
not fully paid for, the share to be sold.
(2) An insider shall not, directly or indirectly, buy
a call or put in respect of a share in a distributing company or
in any company in the same group of companies as a
distributing company.
(3) Notwithstanding subsection (1), an insider may
sell a share he does not own if he owns another share
convertible into the share sold or an option or right to acquire
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Interpretation
for the purpose
of section 309.

the share sold and, within ten days after the sale, he—
(a) exercises the conversion privilege,
option or right and delivers the share
so acquired to the purchaser; or
(b) transfers the convertible share, option
or right to the purchaser.
308. (1) In this section and section 309, “insider”
means—
(a) an officer of a company;
(b) a company that purchases or
otherwise acquires shares issued by it
or by any company in the same group
of companies as it;
(c) a person who beneficially owns more
than ten per cent of the shares in a
company or who exercises control or
direction over more than ten per cent
of the votes attached to the shares in a
company;
(d) a person employed or retained by a
company, including professional,
technical or commercial advisers;
(e) an associate of, or a company in the
same group of companies as, a person
mentioned in paragraphs (a) to (d);
and
(f) a person who receives specific
confidential information from a
person described in this subsection,
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including a person described in this
paragraph, and who has knowledge
that the person giving the information
is a person described in this
subsection, including a person
described in this paragraph.
(2) For the purposes of this section and section
309—
(a) an officer of a body corporate that is
an insider of a company shall be
deemed to be an insider of the
company;
(b) an officer of a body corporate that is a
subsidiary shall be deemed to be an
insider of its holding company;
(c) a person shall be deemed to own
beneficially shares beneficially owned
by a body corporate controlled by him
directly or indirectly; and
(d) a body corporate shall be deemed to
own beneficially shares beneficially
owned by a company in the same
group of companies as the body
corporate.
(3) For the purposes of this section and section
309—
(a) if a body corporate becomes an insider
of a company, or enters into a
business combination with a
company, an officer of the body
corporate shall be deemed to have
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Liability of
insider.

been an insider of the company for
the previous six months or for such
shorter period as he was an officer of
the body corporate; and
(b) if a company becomes an insider of a
body corporate, or enters into a
business combination with a body
corporate, an officer of the body
corporate shall be deemed to have
been an insider of the company for
the previous six months or for such
shorter period as he was an officer of
the body corporate.
309. (1) An insider who, in connection with a
transaction in a share in, or debenture of, a company or any
company in the same group of companies as the company,
makes use of any specific confidential information for his own
benefit or advantage that, if generally known, might
reasonably be expected to affect materially the value of the
share or debenture—
(a) shall be liable to compensate any
person for any direct loss suffered by
that person as a result of the
transaction unless the information
was known or in the exercise of
reasonable diligence could have been
known to that person at the time of
the transaction; and
(b) shall be accountable to the company
for any direct benefit or advantage
received or receivable by the insider
as a result of the transaction.
(2) An action to enforce a right created by
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Definitions.
subsection (1) may be commenced only within two years after
the date of completion of the transaction that gave rise to the
cause of action.
PART IV
OTHER REGISTERED COMPANIES
DIVISION A
EXTERNAL COMPANIES
310. (1) In this Division—
“external company” means any incorporated or
unincorporated body formed under the laws of a country
other than Guyana;
“undertaking” means, in relation to an external company, any
business or undertaking carried on by the external
company.
(2) An external company shall be carrying on an
undertaking in Guyana if—
(a) business of the company is regularly
transacted from an office in Guyana
established or used for the purpose;
(b) the company establishes or uses a
share transfer or share registration
office in Guyana;
(c) the company enters into two or more
contracts with persons resident in
Guyana, or with companies
incorporated under this Act, being
contracts which—
(i) are entered into in connection
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Exceptions.
c. 88:01
with the business of the
company; and
(ii) by their express or implied
terms are to be wholly or
substantially performed in
Guyana, or may be so
performed at the option of any
party to the contract;
(d) the company appoints an agent who
resides or has a place of business in
Guyana to represent the company in
connection with the making or
performance of two or more contracts
of a kind referred to in paragraph (c),
or in connection with the transactions
in Guyana of the company generally,
whether the appointment is made for
a fixed period of time or not; or
(e) the company owns, possesses or uses
assets situated in Guyana for the
purpose of carrying on or pursuing its
business if it obtains or seeks to obtain
from those assets, directly or
indirectly, profit or gain, whether
realised in Guyana or not.
(3) For the purposes of subsection (2), where an
external company is listed with a telephone number in
Guyana under the name of the external company in a
telephone directory published for use in Guyana, the external
company shall be presumed, in the absence of evidence to the
contrary, to be carrying on an undertaking in Guyana.
311. This Division shall not apply to an external
company that carries on its undertaking on a co-operative
basis within the meaning of the Co-operative Societies Act or
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Prohibition.

Registration
required.

Restrictions on
activities.
that is exempted from this Division by an order published in
the Gazette, which may be made by the Minister.
312. (1) No external company shall begin or carry on
any undertaking in Guyana until it is registered under this
Act.
(2) Every external company that was carrying on
an undertaking in Guyana immediately before the
commencement of this Act must, within twelve months after
the commencement of this Act, apply to the Registrar for
registration under this Act.
(3) An external company whose name appears on
the register maintained by the Registrar pursuant to section
470 shall be presumed to be registered under this Act, and an
external company whose name does not appear on that
register shall be presumed not to be registered under this Act.
(4) Until the expiration of twelve months from the
commencement of this Act, subsection (1) shall not apply to
an external company that was carrying on an undertaking in
Guyana on the commencement of this Act.
313. (1) Subject to subsection (2) and to sections 491
and 492, an external company, upon payment of the
prescribed fee, shall be entitled to be registered under this Act
for any lawful undertaking.
(2) An application for registration under this Act
by an external company may be referred by the Registrar to
the Minister, who may order the Registrar to refuse
registration.
314. (1) In the prescribed circumstances, the Registrar
may restrict the powers or activities that an external company
can exercise or carry on in Guyana.

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External
amalgamated
company.

Registering
external
companies.
(2) When any powers or activities of an external
company are restricted under subsection (1), the company
shall not exercise those powers or carry on those activities in
Guyana.
(3) Where any powers or activities of an external
company are to be restricted pursuant to subsection (1)—
(a) the Registrar must notify the company
of what he intends to do;
(b) the company may appeal to the
Minister within twenty-eight days
from the date on which the
notification from the Registrar was
received by the company; and
(c) the Minister may confirm, vary or
overrule the decision of the Registrar.
315. An external company that has been continued
from the amalgamation of two or more external companies
must comply with section 318 as though it were a new
registration of an external company, irrespective of the fact
that one or more of the external companies that were
continued by the amalgamated company had been registered
under this Act at the date of the amalgamation or thereafter.
316. (1) In order to register under this Act, an
external company shall within one month after it commences
to carry on business in Guyana, file with the Registrar a
statement in duplicate in the prescribed form setting out—
(a) the name of the company;
(b) the jurisdiction within which the
company was incorporated;

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(c) the date of its incorporation;
(d) the manner in which it was
incorporated;
(e) the particulars of its corporate
instruments;
(f) the period, if any, fixed by its
corporate instruments for the
duration of the company;
(g) the extent, if any, to which the liability
of the shareholders or members of the
company is limited;
(h) the undertaking that the company will
carry on in Guyana;
(i) the date on which the company
intends to commence any of its
undertakings in Guyana;
(j) the authorised, subscribed and paid-
up or stated capital of the company
and the shares that the company is
authorised to issue and their nominal
or par value, if any;
(k) the full address of the registered or
head office of the company outside
Guyana;
(l) the full address of the principal office
of the company in Guyana; and
(m) the full names, addresses and
occupations of the directors of the
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Language.
Attorney of
company.

company.
(2) The statement under subsection (1) must be
accompanied with—
(a) a statutory declaration by two
directors of the company that verifies
on behalf of the company the
particulars set out in the statement;
(b) a copy of the corporate instruments of
the company;
(c) a statutory declaration by an attorney-
at-law that this section has been
complied with;
(d) the prescribed fees; and
(e) a power of attorney in accordance
with section 318.
(3) The Registrar may accept the declaration
referred to in subsection (2) (c) as sufficient evidence of
compliance with the requirements of this section.
317. When a document that is required to be filed
under section 316 is not in the English language, a notarially
certified translation of that document must be provided
unless the Registrar otherwise directs.
318. (1) An external company must file with the
Registrar a fully executed power of attorney in the prescribed
form that will empower some person named in the power
and resident in Guyana to act as the attorney of the company
for the purpose of receiving service of process in all suits and
proceedings by or against the company in Guyana and of
receiving all lawful notices.

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Failure of
power.

Capacity of
attorney.

(2) A power of attorney under subsection (1) must
declare that service of process in respect of suits and
proceedings by or against the company and of lawful notices
on the attorney will be binding on the company for all
purposes.
(3) An external company may, by another power of
attorney executed and deposited in accordance with this
section—
(a) appoint another attorney in Guyana
for the purposes set forth in the
power; and
(b) replace the attorney previously
appointed pursuant to this section.
319. If an attorney named in a power of attorney
executed by an external company under section 318 ceases to
reside in Guyana or if the power of attorney becomes invalid
or ineffectual for any other reason, the company must file
another power of attorney pursuant to section 318.
320. (1) Service of process and notices on an attorney
for an external company appointed under a power of attorney
registered under section 318 shall be legal and binding service
on the company.
(2) Any process or notice required to be served on
an external company shall be sufficiently served if addressed
to the attorney whose name has been filed with the Registrar
under this Division and left at or sent by post to the address
which has been so filed, but where any such company makes
default in filing with the Registrar the name and address of
the attorney resident in Guyana who is authorised to accept
on behalf of the company service or process or notices, a
document may be served on the company by leaving it at or
sending it by post to any place of business established by the
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Certificate of
registration.

company in Guyana.
(3) Where—
(a) subsection (2) applies; and
(b) the company concerned has no place
of business in Guyana,
any process or notice required to be served on the company
shall be sufficiently served if addressed to the company and
left at or sent by post to any place of business of the company
in the country of its incorporation.
(4) When an attorney for an external company
appointed under a power registered under section 318 signs a
deed on behalf of the company, the deed shall be binding on
the company in Guyana if the company has empowered the
attorney to execute deeds and he executes it with the
attorney’s own seal.
(5) A deed that is binding under subsection (4) on
an external company shall have the same effect as if it were
under the seal of the external company.
321. (1) When the Registrar has, in respect of an
external company, received the statements and other
documents required under this Act together with the
prescribed fees, the Registrar must—
(a) issue a certificate showing that the
company has been registered as an
external company under this Act; and
(b) publish in the Gazette a notice of the
registration of the company as an
external company,

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Effect of
registration.

Suspension of
registration.

Cancellation of
registration.
but subject to his discretionary powers under this Division.
(2) A certificate of registration issued under this
section to an external company shall be conclusive proof of
the registration of the company on the date shown in the
certificate and of any other facts that the certificate purports
to certify.
322. Subject to this Division and any other laws of
Guyana, an external company that is registered under this Act
may carry on its undertaking in Guyana in accordance with
its certificate of registration and may exercise its corporate
powers within Guyana.
323. (1) Subject to such regulations as the Minister
may make in that behalf, the Minister may suspend or revoke
the registration of any external company for failing to comply
with any requirements of this Division or for any other
prescribed cause, and the Minister may, subject to those
regulations, remove a suspension or cancel a revocation.
(2) The rights of the creditors of an external
company shall not be affected by the suspension or revocation
of its registration under this Act.
(3) The Registrar must publish forthwith in the
Gazette a notice of any suspension or revocation of the
registration of an external company under this Act.
324. (1) When an external company ceases to carry on
its undertaking in Guyana, the company shall, within twenty-
eight days file a notice to that effect with the Registrar, who
must thereupon cancel the registration of the company under
this Act.
(2) If an external company ceases to exist and the
Registrar is made aware of that circumstance by evidence
satisfactory to him, the Registrar may cancel the registration
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Revival of
registration.

Previous
activities.

Name display.
of the company under this Act.
(3) If the Minister is of the opinion that the public
convenience will be served thereby, the Minister may, by
publishing in the Gazette a notice to that effect, cancel the
registration of an external company under this Act.
325. (1) Subject to subsection (4), where the
registration of an external company has been cancelled under
section 324, the Registrar may revive the registration of the
external company under this Act if the company files with
him such documents as he may require and pays the
prescribed fee.
(2) A registration of an external company shall be
revived when the Registrar issues a new certificate of
registration to the company.
(3) The Registrar may require the external
company to whom he has issued a new certificate under this
section to publish in the Gazette at its own expense a notice of
the revival of its registration.
(4) The Registrar may not revive the registration of
a company the registration of which was cancelled by the
Minister pursuant to section 324(3).
326. Registration or revival of registration under this
Act of an external company shall retroactively authorise all
previous acts of the company as though the company had
been registered at the time of those acts, except for the
purposes of a prosecution for any offence under this Division.
327. (1) An external company carrying on any
undertaking in Guyana shall paint or affix its name and place
of business in the English language in a conspicuous place in
easily legible letters, and keep that information so painted
and affixed, on the outside of its head office in Guyana and
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Fundamental
changes.

Fourth
Schedule.
every other office or place in Guyana in which it carries on its
undertaking in Guyana.
(2) An external company carrying on any
undertaking in Guyana shall, in the transaction of its
undertaking within Guyana have its name mentioned in
legible characters in—
(a) all notices, advertisements and other
official publications of the company;
(b) all bills of exchange, promissory
notes, endorsements, cheques and
orders for money or goods purporting
to be signed by or on behalf of the
company; and
(c) all bills of parcels, invoices, receipts
and letters of credit of the company.
328. (1) Where, in the case of an external company
registered under this Act—
(a) the name of the company has been
changed;
(b) the corporate instruments of the
company have been altered to reflect
a change within the meaning of the
Fourth Schedule;
(c) the objects of the company have been
altered or its business has been
restricted; or
(d) any change is made among its
directors,

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Accounts of
company
carrying on
business in
the company shall, within twenty-eight days after the change
has been made, file with the Registrar duly certified copies of
the instruments by which the change has been made or
ordered to be made.
(2) Upon receipt of the duly certified copies
referred to in subsection (1) and the prescribed fee, the
Registrar must enter the change of name in the register and,
with the approval of the Minister, enter a record of such other
changes in the register as he considers to be in the public
interest.
(3) The registration of an external company under
this Act shall cease to be valid sixty days after a change
described in subsection (1) is made or ordered unless within
that period the change is filed with the Registrar pursuant to
subsection (1).
(4) Upon the registration under this section of a
change in respect of an external company, the Registrar
must—
(a) issue to the company a certificate of
the change under his hand in a form
adapted to the circumstances; and
(b) if the change involves a change of
name, publish notice of the change in
the Gazette as soon as conveniently
possible.
(5) A certificate issued under subsection (4) and a
notice published in the Gazette under that subsection shall be
admissible in evidence as conclusive proof of the change
therein set out.
329. (1) Subject to this section, every external company
shall in every calendar year make out a balance sheet and
profit and loss account and, if the company is a holding
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Guyana.

Sixth Schedule.
company, group accounts in such form, and containing such
particulars and including such documents, as under the
provisions of this Act it would, if it had been a public
company incorporated under this Act, have been required to
make out and lay before the company in general meeting and
lodge a copy of those documents with the Registrar for
registration.
(2) The annual accounts of an external company
shall, in addition to the matters specified in the Sixth
Schedule, contain the following particulars, namely—
(a) the fixed assets and current assets of
the company, and its assets which are
neither fixed nor current shall be
separately identified and classified,
and any such assets situate in Guyana
shall be distinguished from any such
assets situate elsewhere;
(b) the amount of the company’s cash
held by banks, and any amount held
by banks licensed to carry on business
of banking under any law in force in
Guyana relating to banking shall be
distinguished from cash held by other
banks;
(c) the amount of bank loans and
overdrafts made or extended to the
company, and any such amount so
made or extended, by banks so
licensed shall be distinguished from
bank loans and overdrafts made by
other banks;
(d) the aggregate amount of the
company’s debts and liabilities to
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persons resident in Guyana or to
companies incorporated under this
Act shall be shown, and there shall
also be shown the amount of such
debts and liabilities which—
(i) are already due or will become
due within twelve months after
the date as at which the annual
accounts of the company are
made out;
(ii) will become due between
twelve months and thirty- six
months after that date; and
(iii) will become due more than
thirty-six months after that
date; and
(e) the aggregate amount of the
company’s debts and liabilities which
are secured by a mortgage, charge, or
lien on movable or immovable
property situate in Guyana.
(3) For the purposes of subsection (2)—
(a) a debt shall be deemed to be due on
the earliest date on which the creditor
could require payment to be made;
(b) the whole of a debt shall be deemed to
be due when any instalment of it falls
due; and
(c) an external company shall be deemed
to be indebted to debenture
stockholders and loan stockholders
for the principal amount and any
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arrears or interest in respect of the
debenture stock or loan stock held by
them.
(4) The Minister may by order exempt any external
company from compliance with subsection (1) or (2), or
from both those subsections, on such terms and conditions
as he thinks fit if—
(a) he is satisfied that the company has,
and will maintain, in Guyana
sufficient cash and readily realisable
assets to satisfy its debts as they fall
due; or
(b) a company (whether an external
company or not) which is the holding
company of the external company has
delivered to the Registrar a written
undertaking to pay all the present and
future debts and liabilities of the
company to persons resident or
companies incorporated in Guyana.
(5) A written undertaking in respect of the debts
and liabilities of an external company delivered under
subsection (4) shall be enforceable—
(a) by any creditor of the external
company who was resident in
Guyana at the time that the debt or
liability to him was incurred, or which
is a company incorporated in Guyana,
as though the undertaking were a
written guarantee of the amount
payable to the creditor and given to
him by the holding company for
valuable consideration; and
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Incapacity of
company.
(b) in the winding up of the external
company as though the company
were an unlimited company and the
holding company were its only
member, but without prejudice to the
liability (if any) of the other members,
shareholders, or contributories of the
external company under this Act.
(6) The Minister may at any time revoke an
exemption granted by him under subsection (4), and
thereupon any undertaking delivered by a holding company
under that subsection shall cease to have effect, but without
prejudice to the liability of the holding company in respect of
debts and liabilities of the external company incurred to
persons acting in good faith without notice of the revocation
before it is advertised under subsection (7).

(7) The Minister shall advertise the revocation of
an exemption granted under this section in the Gazette and in
at least one daily newspaper circulating in Guyana as soon as
conveniently possible after the revocation takes place.
(8) Upon the advertisement of revocation under
subsection (7), subsections (1) and (2) shall apply to the
external company as though it were thereby required to
deliver copies of its annual accounts to the Registrar as from
the date of the advertisement of the revocation, and it shall
deliver copies of its annual accounts for its financial year
ending last before that date within three months after that
date.
(9) If any document delivered to the Registrar
under this section is not written in the English language, there
shall be annexed to it a certified translation thereof.
330. (1) An external company that is not registered
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under this Act may not maintain any action, suit or other
proceeding in any court in Guyana in respect of any contract
made in whole or in part within Guyana in the course of or in
connection with the carrying on of any undertaking by the
company in Guyana.
(2) Notwithstanding subsection (1), when an
external company described in that subsection becomes
registered under this Act or has its registration restored, as
the case may be, the company may then maintain an action,
suit or other proceeding in respect of the contract described in
subsection (1) as though the company had never been
disabled under that subsection, whether or not the contract
was made or proceeding instituted by the company before the
date the company was registered or had its registration
restored.
(3) In the case of an external company whose
registration has been restored, subsection (2) shall be subject
to the terms of any conditions imposed upon the company or
to the terms of any order of the court in respect of the
restoration of the company’s registration.
(4) Where an assignment of a debt or any chose in
action is made by an external company described in
subsection (1) to an individual or to a body corporate having
the capacity to maintain any action, suit or other proceeding
in a court in Guyana—
(a) that individual or body corporate; or
(b) any person claiming under the
individual or body corporate,
may not maintain, in any court in Guyana, any action, suit or
other proceeding that is based on the subject of the
assignment unless the external company is registered under
this Act during the time the action, suit or other proceeding is
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c. 7:04.
Cap. 27
1953 Ed.
Resumption of
action.

Other
provisions.
First Schedule.
being proceeded with.
(5) Subsection (4) shall not apply in respect of an
external company that is a judgment creditor applying to
have a judgment registered in the High Court under the
Foreign Judgments (Reciprocal Enforcement) Act or the
Judgments Extension Ordinance.
331. Where an action, suit or proceeding has been
dismissed or otherwise decided against an external company
on the ground that an act or transaction of the company was
invalid or prohibited by reason of the company’s not being
registered under this Act, the company may, when it becomes
registered under this Act and upon such terms as to costs as
the court may order, maintain a new action, suit or other
proceeding as if no judgment had been given or entered
therein.
332. (1) The provisions of sections 17 to 22, the
provisions of Divisions B to E of Part III, sections 491 and 492,
Division B of Part VI, and the First Schedule shall apply
mutatis mutandis to external companies.
(2) For the purposes of its application pursuant to
subsection (1) to an external company, incorporated or
formed or to be incorporated or formed—
(a) section 288 shall have effect as if it
included a requirement, in relation to
a prospectus, that it contains
particulars with respect to—
(i) the instrument constituting or
defining the constitution of the
company;
(ii) the enactments or provisions
having force of an enactment
by or under which the
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First Schedule.
incorporation or formation was
or is to be effected;
(iii) an address in Guyana where
such instruments, enactments
or provisions or certified copies
thereof may be inspected;
(iv) the date on which and the place
where the company was or is to
be incorporated or formed; and
(v) whether the company has
established a place of business
in Guyana and, if so, the
address of its principal office in
Guyana;
(b) paragraph 2 of Part I of the First
Schedule shall, for the purposes of
section 288, have effect as if a
reference to the constitution of the
company were substituted for a
reference to the by-laws;
(c) section 294(2) shall have effect as if,
immediately after the word “Act” in
paragraph (b), the following
occurred—
“or the Registrar is satisfied, if the
company is an external company
incorporated or formed in a country
which is a Member State of the
Caribbean Community that—
(i) the prospectus has been
registered or is acceptable for
registration by the person who
exercises under a law in force in
that country that corresponds
to this section, functions similar
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Holding of
land by
external
company.

Former-Act
company.
to those exercised by the
Registrar under this section;
and
(ii) the prospectus complies with
the requirements referred to in
subsection (2)(a)”; and
(d) section 294(2) shall have effect as if,
immediately after the word
“included” in paragraph (d), the
following occurred—
“(except where, in the case of a
prospectus of a company which is an
external company incorporated or
formed or to be incorporated or
formed in a country which is a
Member State of the Caribbean
Community, the prospectus has been
registered or is acceptable for
registration by the person in that
country who performs, under a law in
force in that country that corresponds
to this section, functions similar to
those exercised by the Registrar under
this section).”
333. An external company registered under this
Division shall have the power to hold land in Guyana as may
be authorised by licence of the President.
DIVISION B
FORMER-ACT COMPANIES
334. (1) Upon the commencement of this Act—
(a) all corporate instruments of a former-
Act company; and
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Effect of
corporate
instrument.

Continuation
as company.
[6 of 1997]
(b) all cancellations, suspensions,
proceedings, acts, registrations and
things,
lawfully done under any provision of the former Act shall be
presumed to have been lawfully done under this Act and
continue in effect under this Act as though they had been
lawfully done under this Act.
(2) For the purposes of this section “lawfully done”
means to have been lawfully granted, issued, imposed, taken,
done, commenced, filed, or passed as the circumstances
require.
335. (1) Notwithstanding any other provision of this
Act but subject to subsection (3), if any provision of a
corporate instrument of a former- Act company lawfully in
force immediately before the commencement of this Act is
inconsistent with, repugnant to, or not in compliance with
this Act, that provision shall not be illegal or invalid only by
reason of that inconsistency, repugnancy or non-compliance.
(2) Any act, matter or proceeding or thing done or
taken by the former-Act company or any director,
shareholder, member or officer of the company under a
provision mentioned in subsection (1) shall not be illegal or
invalid by reason only of the inconsistency, repugnancy or
non- compliance mentioned in that subsection or by reason of
being prohibited or not authorised by the law as it is after the
commencement of this Act.
(3) Section 96 shall apply to a former-Act company
immediately upon the commencement of this Act.
336. (1) Every former-Act company shall within two
years after the commencement of this Act—

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Amending
instrument.

Articles of
continuation.

Fourth
Schedule.

Certificate of
continuation.
(a) apply to the Registrar for a certificate
of continuance under this Act; and
(b) comply with the requirement of
section 9.
(2) No fee in excess of one thousand five hundred
dollars to defray administration costs may be prescribed in
respect of an application and certificate of continuance under
this Division.
337. Within the period referred to in section 336 any
amendments to or replacement of the corporate instruments
of a former-Act company shall be made as nearly as possible
in accordance with this Act.
338.(1) Articles of continuation may, without so
stating in the articles, effect any amendment to the corporate
instruments of a former-Act company if the amendment is an
amendment that a company incorporated under this Act can
make in its articles.
(2) Articles of continuation in the prescribed form
must be sent to the Registrar together with the documents
required by sections 67 and 188.
(3) A shareholder or member may not dissent
under paragraph 14 of Part IV of the Fourth Schedule in
respect of an amendment made under subsection (1).
339. (1) Upon receipt of an application under this Part,
the Registrar may, and, if the applicant complies with all
reasonable requirements of the Registrar to have the
continued company accord with the requirements of this Act,
the Registrar must, issue a certificate of continuation to the
former-Act company, in accordance with section 479.
(2) On the date shown in the certificate of
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Preservation
of company.

continuation—
(a) the former-Act company shall become
a company to which this Act applies
as if it had been incorporated under
this Act;
(b) the articles of continuation shall be the
articles of incorporation of the
continued company; and
(c) except for the purposes of section
63(1), the certificate of continuance
shall be the certificate of incorporation
of the continued company.
340. (1) When a former-Act company is continued
as a company under this Act—
(a) the property of the former-Act
company shall continue to be the
property of the company;
(b) the company shall continue to be
liable for the obligations of the
former-Act company;
(c) an existing cause of action, claim or
liability to prosecute shall be
unaffected;
(d) a civil, criminal or administrative
action or proceeding pending by or
against the former-Act company may
be continued by or against the
company; and
(e) a conviction against, or ruling, order
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Various shares.

Non-
continuance
disability.
or judgment in favour of or against,
the former-Act company may be
enforced by or against the company.
(2) When the Registrar determines, on the
application of a former-Act company, that it is not practicable
to change a reference to the nominal or par value of shares of
a class or series that the former-Act company was authorised
to issue before it was continued as a company under this Act,
the Registrar may, notwithstanding section 27, permit the
company to continue to refer in its articles to those shares,
whether issued or non-issued as shares having a nominal or
par value.
(3) A company must set out in its articles the
maximum number of shares of a class or series referred to in
subsection (2), and it may not amend its articles to increase
that maximum number of shares or to change the nominal or
par value of the shares.
341. (1) A share of a former-Act company issued
before the company was continued under this Act shall be
presumed to have been issued in compliance with this Act
and with the provisions of the articles of continuation
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 representing the share, and continuance
under this Act shall not deprive a shareholder of any right or
privilege that he claims under an issued share of the
company, nor shall it relieve him of any liability in respect of
an issued share of the company.
(2) For the purposes of this section, “share”
includes an instrument issued pursuant to section 34(1).
342. When a former-Act company fails to apply to
the Registrar for a certificate of continuation within the time
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[6 of 1997]

Effect of earlier
references.
c. 2:01
limited therefor under section 336, then, after the expiration of
that period—
(a) the former-Act company may not,
without leave, sue in any court but
may be made a defendant to a suit;
(b) no dividend shall be paid to any
shareholder of the former-Act
company; and
(c) every director or manager of the
former-Act company shall be liable to
a penalty of six hundred dollars a day
for each day during which the former-
Act company carries on its
undertaking thereafter.
343. (1) A reference in any corporate instrument of
any body corporate to the former Act or any procedure under
the former Act shall, in relation to any former-Act company
continued under this Act, be construed as a reference to the
provisions of this Act or procedure thereunder that is the
equivalent provision or procedure under this Act.
(2) Without affecting the operation of the
Interpretation and General Clauses Act when there is no
equivalent provision in this Act to the provision or procedure
in or under the former Act referred to in the corporate
instrument of a body corporate, the provision or proceeding
of the former Act shall be applied and shall stand unrepealed
to the extent necessary to give effect to that reference in the
corporate instrument.

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Definition of
“Government
company”.

Accounts and
audit.
c. 19:05

Annual report
on
Government
company.

Power to
modify Act in
relation to
Government
companies.
DIVISION C
APPLICATION OF ACT TO GOVERNMENT
COMPANIES
344. For the purposes of this Act “Government
company” means any company in which not less than fifty-
one per cent of the paid up share capital is held by the
Government and includes a company which is a subsidiary of
a Government company.
345. The provisions of sections 48 and 49 of Part
VII of the Public Corporations Act relating to accounts and
audit shall apply mutatis mutandis to Government
companies.
346. (1) A Government company shall not later
than six months after the end of each calendar year submit to
the Minister a report containing—
(a) an account of its transactions
throughout the preceding calendar
year in such detail as the Minister
may direct;
(b) a statement of the accounts of the
company audited in accordance with
section 345.
(2) A copy of the report together with a copy of the
auditor’s report shall be printed and laid before the National
Assembly not later than nine months after each calendar year.
347. Subject to negative resolution of the National
Assembly, the Minister may, by order, direct that any of the
provisions of this Act, other than sections 345 and 346,
specified in the order—
(a) shall not apply to any Government
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Modes of
winding up.

Liability as
contributories
of present and
past members.
company; or
(b) shall apply to any Government
company only with such
modifications, adaptations,
qualifications and exceptions as may
be specified in the order.
PART V
WINDING UP
DIVISION A
PRELIMINARY

348.(1) The winding up of a company may be either—
(a) by the court; or
(b) voluntary.
(2) The provisions of this Act with respect to
winding up shall apply, unless the contrary appears, to the
winding up of a company in either of those modes.
349. (1) In the event of a company being wound up,
every present and past member shall be liable to contribute to
the assets of the company to an amount sufficient for
payment of its debts and expenses of the winding up and for
the adjustment of the rights of the members and past
members among themselves.
(2) Subsection (1) shall be subject to the following
limitations, namely—
(a) a past member shall not be liable to
contribute if he has ceased to be a
member for a period of one year or
upwards before the commencement
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of the winding up;
(b) a past member shall not be liable to
contribute unless it appears to the
court that the existing members are
unable to satisfy the contributions
required to be made by them in
pursuance of this section;
(c) no contribution shall be required from
any member or past member
exceeding the amount, if any, unpaid
on the shares in respect of which he is
liable as a present or past member;
and
(d) any sum due from the company to a
member or past member, in his
character of member, by way of
dividend or otherwise, shall not be
set-off against the amounts for which
he is liable to contribute in accordance
with this section, but any such sum
shall be taken into account for the
purposes of final adjustment of the
rights of the members and past
members amongst themselves.
(3) For the purposes of subsections (1) and (2),
“past members” includes the estate of a deceased member
and, where any person dies after becoming liable as a
member or past member, the liability shall be enforceable
against his estate.
(4) Except as provided in subsections (1) to (3), a
member or past member of a company shall not be liable as
such for any of the debts or liabilities of the company.

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1
Definition of
contributory.

Nature of
liability of
contributory.
Contributories
in case of
death of
member.

(5) In the event of a company being wound up, any
instalment of the issue price of a share remaining to be paid
shall, with effect from the commencement of the winding up,
be treated as an amount unpaid on the share whether or not
the due date for the payment of the instalment has occurred.
(6) Nothing in this Act shall invalidate any
provision contained in any policy of insurance or other
contract whereby the liability of individual members on the
policy or contract is restricted, or whereby the funds of the
company are alone made liable in respect of the policy or
contract.
350. The term “contributory” means every person
liable to contribute to the assets of a company in the event of
it being wound up, and for the purposes of all proceedings for
determining, and all proceedings prior to the final
determination of, the persons who are to be deemed
contributories, includes any person alleged to be a
contributory.
351. The liability of a contributory shall create a debt
in the nature of a specialty accruing due from the
contributory at the time when his liability commenced, but
shall be payable at the times when calls are made for
enforcing the liability.
352. (1) If a contributory dies either before or after he
has been placed on the list of contributories, his personal
representative shall be liable in a due course of administration
to contribute to the assets of the company in discharge of his
liability and shall be a contributory accordingly.
(2) If the personal representatives make default in
paying any money ordered to be paid by them, proceedings
may be taken for administering the estate of the deceased
contributory, and for compelling payment thereout of the
money due.
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Contributories
in case of
bankruptcy of
member.
Circumstances
in which
company may
be wound up
by court.
353. If a contributory becomes bankrupt, either before
or after he has been placed on the list of contributories—
(a) his trustee in bankruptcy shall
represent him for all the purposes of
the winding up, and shall be a
contributory accordingly, and may be
called on to admit proof against the
estate of the bankrupt, or otherwise to
allow to be paid out of his assets in
due course of law, any money due
from the bankrupt in respect of his
liability to contribute to the assets of
the company; and
(b) there may be proved against the estate
of the bankrupt the estimated value of
his liability to future calls as well as
calls already made.
DIVISION B
WINDING UP BY THE COURT
Preliminary
354. A company may be wound up by the court if—
(a) the company has by special resolution
resolved that the company be wound
up by the court;
(b) the company does not commence its
business within a year from its
incorporation, or suspends its
business for a whole year;
(c) the company is unable to pay its debts;

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Definition of
inability to pay
debts.
(d) an inspector appointed under
Division B of Part VI has reported that
he is of the opinion—
(i) that the company cannot pay
its debts and should be
wound up; or
(ii) that it is in the interests of the
public or of the shareholders
or of the creditors that the
company should be wound
up; or
(e) the court is of the opinion that it is
just and equitable that the company
should be wound up.
355. A company shall be deemed to be unable to pay
its debts if—
(a) a creditor, by assignment or otherwise,
to whom the company is indebted in a
sum exceeding five hundred dollars
then due, has served on the company,
by leaving it at the registered office of
the company, a demand under his
hand or under the hand of his agent
lawfully authorised requiring the
company to pay the sum so due, and
the company has for three weeks
thereafter neglected to pay the sum,
or to secure or compound for it to the
reasonable satisfaction of the creditor;
(b) execution or other process issued on a
judgment, decree or order of any
court in favour of a creditor of the.
company is returned unsatisfied in
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Petition for
winding up.

whole or in part; or
(c) it is proved to the satisfaction of the
court that the company is unable to
pay its debts and, in determining
whether a company is unable to pay
its debts, the court shall take into
account the contingent and
prospective liabilities of the company.
356. (1) An application to the court for the winding up
of a company shall be by petition presented, subject to the
provisions of this section, either by—
(a) the company;
(b) a creditor, including a contingent or
prospective creditor, of the company;
(c) a contributory;
(d) the trustee in bankruptcy to, or
personal representative of, a creditor
or contributory; or
(e) the Minister pursuant to section 505,
or any two or more of those parties.
(2) Notwithstanding anything in subsection (1)—
(a) a contributory shall not be entitled to
present a winding up petition unless
the shares in respect of which he is a
contributory, or some of them, either
were originally allotted to him or
have been held by him, and registered
in his name, for at least six months
during the eighteen months before the
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Powers of court
on hearing
petition.
commencement of the winding up, or
have devolved on him through the
death of a former holder; and
(b) the court shall not hear a winding up
petition presented by a contingent or
prospective creditor until such
security for costs has been given as
the court thinks reasonable and until a
prima facie case for winding up has
been established to the satisfaction of
the court.
(3) Where a company is being wound up
voluntarily, a winding up petition may be presented by the
Official Receiver as well as by any other person authorised in
that behalf under the other provisions of this section, but the
court shall not make a winding up order on the petition
unless it is satisfied that the voluntary winding up cannot be
continued with due regard to the interests of the creditors or
contributories.
(4) A contributory shall be entitled to present a
winding up petition notwithstanding that there may not be
assets available on the winding up for distribution to
contributories.

357. (1) On hearing a winding up petition the court
may dismiss it, or adjourn the hearing conditionally or
unconditionally, or make any interim order, or any other
order that it thinks fit, but the court shall not refuse to make a
winding up order on the ground only that the assets of the
company have been mortgaged to an amount equal to or in
excess of those assets, or that the company has no assets.
(2) Where the petition is presented by members of
the company as contributories on the ground that it is just
and equitable that the company should be wound up, the
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Power to stay
or restrain
proceedings
against
company.

Avoidance of
dispositions of
property, etc.,
after
commencement
of winding up.
Avoidance of
attachment, etc.

Commence-
ment of
winding up by
court if it is of the opinion—
(a) that the petitioners are entitled to
relief either by winding up the
company or by some other means;
and
(b) that in the absence of any other remedy
it would be just and equitable that the
company should be wound up,
shall make a winding up order, unless it is also of the opinion
that some other remedy is available to the petitioners and that
they are acting unreasonably in seeking to have the company
wound up instead of pursuing that other remedy.
358. At any time after the presentation of a winding
up petition, and before a winding up order has been made,
the company, or any creditor or contributory, may, where any
action or proceeding is pending against the company, apply
to the court to stay or restrain further proceedings, and the
court may stay or restrain the proceedings accordingly on
such terms as it thinks fit.
359. In a winding up by the court, any disposition of
the property of the company, including things in action, and
any transfer of shares, or alteration in the status of the
members of the company, made after the commencement of
the winding up, shall, unless the court otherwise orders, be
void.
360. Where any company is being wound up by the
court, any attachment, sequestration, distress, or execution
put in force against the estate or effects of the company after
the commencement of the winding up shall be void.
361. (1) Where before the presentation of a petition for
the winding up of a company by the court a resolution has
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the court.
Copy of order
to be
forwarded to
Registrar.
Actions stayed
on winding-up
order.

Effect of
winding-up
order.

Meaning of
Official
Receiver.
c. 12:21
Statement of
company’s
affairs.

been passed by the company for voluntary winding up, the
winding up of the company shall be deemed to have
commenced at the time of the passing of the resolution, and
unless the court, on proof of fraud or mistake, thinks fit
otherwise to direct, all proceedings taken in the voluntary
winding up shall be deemed to have been validly taken.
(2) In any other case, the winding up of a company
by the court shall be deemed to commence at the time of the
presentation of the petition for the winding up.

362. On the making of a winding up order, a copy of
the order shall forthwith be lodged by the company, or
otherwise as may be prescribed, with the Registrar, who shall
make an entry thereof in his records relating to the company.
363. When a winding up order has been made, or a
provisional liquidator has been appointed, no action or
proceeding shall be proceeded with or commenced against
the company except by leave of the court, and subject to such
terms as the court may impose.
364. An order for winding up a company shall operate
in favour of all the creditors and of all the contributories of
the company, as if made on the joint petition of a creditor and
of a contributory.
Official Receiver
365. For the purposes of this Act, “Official Receiver”
means the Official Receiver referred to in the Insolvency Act.
366. (1) Where the court has made a winding up order
or appointed a provisional liquidator, there shall, unless the
court otherwise orders, be made out and submitted to the
Official Receiver a statement as to the affairs of the company
in the prescribed form, verified by affidavit, and showing the
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particulars of its assets, debts and liabilities, the names,
residences, and occupation of its creditors, the securities held
by them respectively, the dates when the securities were
respectively given, and such further or other information as
may be prescribed or as the Official Receiver may require.
(2) The statement shall be submitted and verified
by one or more of the persons who are at the relevant date the
directors and by the person who is, or the persons who are, at
the date the secretary or joint secretaries of the company, or
by such of the persons hereinafter in this subsection
mentioned as the Official Receiver, subject to the direction of
the court, may require to submit and verify the statement,
that is to say, persons—
(a) who are or have been officers, other
than employees, of the company;
(b) who have taken part in the formation
of the company at any time within
one year before the relevant date;
(c) who are in the employment of the
company, or have been in the
employment of the company within
that year, and are in the opinion of the
Official Receiver capable of giving the
information required; and
(d) who are or have been within that year
officers of or in the employment of a
company, which is, or within that
year was, an officer of the company to
which the statement relates.
(3) The statement shall be submitted within
fourteen days from the relevant date, or within such extended
time as the Official Receiver or the court may for special
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Report by
Official
Receiver.

reasons allow.
(4) Any person making or concurring in making
the statement and affidavit required by this section shall be
allowed, and shall be paid by the Official Receiver or
provisional liquidator, as the case may be, out of the assets of
the company, such costs and expenses incurred in and about
the preparation and making of the statement and affidavit as
the Official Receiver considers reasonable, subject to an
appeal to the court.
(5) Any person stating himself in writing to be a
creditor or contributory of the company shall be entitled by
himself or by his agent at all reasonable times, on payment of
the prescribed fee, to inspect the statement submitted in
pursuance of this section, and to a copy thereof or extract
therefrom.

(6) Any person untruthfully so stating himself to
be a creditor or contributory shall be guilty of a contempt of
court and shall, on the application of the liquidator or of the
Official Receiver, be punishable accordingly.
(7) In this section, “the relevant date” means in a
case where a provisional liquidator is appointed, the date of
his appointment and, in a case where no such appointment is
made, the date of the winding up order.
367. (1) In a case where a winding up order is made
the Official Receiver shall, as soon as practicable after receipt
of the statement to be submitted under section 366 or, in a
case where the court orders that no statement shall be
submitted, as soon as practicable after the date of the order,
submit a preliminary report to the court—
(a) as to the amount of capital issued, and
subscribed, and the estimated amount
of assets and liabilities;
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Power of court
to appoint
liquidators.
Appointment
and powers of
provisional
liquidator.

Appointment,
style, etc., of
liquidators.
(b) if the company has failed, as to the
causes of the failure; and
(c) whether in his opinion further inquiry
is desirable as to any matter relating
to the promotion, formation or failure
of the company, or the conduct of the
business thereof.
(2) The Official Receiver may also, if he thinks fit,
make a further report, or further reports, stating the manner
in which the company was formed and whether in his
opinion any fraud has been committed by any person in its
promotion or formation, or by any officer of the company in
relation to the company since the formation thereof, and any
other matters which in his opinion it is desirable to bring to
the notice of the court.
Liquidators
368. For the purposes of conducting the proceedings
in winding up a company and performing such duties in
reference thereto as the court may impose the court may
appoint a liquidator or liquidators.
369. (1) Subject to the provisions of this section, the
court may appoint a liquidator provisionally at any time after
the presentation of a winding up petition, and either the
Official Receiver or any other fit person may be appointed.
(2) Where a liquidator is previously appointed by
the court, the court may limit and restrict his powers by the
order appointing him.
370. Subject to section 369 (2), the following
provisions with respect to liquidators shall have effect on a
winding up order made, namely—
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(a) the Official Receiver shall by virtue of
his office become the provisional
liquidator and shall continue to act as
such until he or another person
becomes liquidator and is capable of
acting as such;
(b) the Official Receiver shall summon
separate meetings of the creditors and
contributories of the company for the
purposes of determining whether or
not an application is to be made to the
court for appointing a liquidator in
the place of the Official Receiver;
(c) the court may make any appointment
and order required to give effect to
any such determination, and, if there
is a difference between the
determinations of the meetings of the
creditors and contributories in respect
of any such matter, the court shall
decide the difference and make such
order thereon as the court may think
fit;
(d) in a case where a liquidator is not
appointed by the court, the Official
Receiver shall be the liquidator of the
company;
(e) the Official Receiver shall by virtue of
his office be the liquidator during any
vacancy; and
(f) a liquidator shall be described, where
a person other than the Official
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Provisions
where person
other than
Official
Receiver is
appointed
liquidator.

General
provisions as to
liquidators.
Receiver is liquidator, by the style of
“the liquidator” and, where the
Official Receiver is liquidator, by the
style of “the Official Receiver and
liquidator”, of the particular company
in respect of which he is appointed,
and not by his individual name.
371. Where in the winding up of a company by the
court a person other than the Official Receiver is appointed
liquidator, that person—
(a) shall not be capable of acting as
liquidator until he has notified his
appointment to the Registrar and
given security in such manner as the
court may direct; and
(b) shall give the Official Receiver such
information and such access to and
facilities for inspecting the books and
documents of the company and
generally such aid as may be requisite
for enabling the Official Receiver to
perform his duties under this Act.
372. (1) A liquidator appointed by the court may
resign or, on cause shown be removed by the court.
(2) Where a person other than the Official Receiver
is appointed liquidator, he shall receive such salary or
remuneration by way of percentage or otherwise as the court
may direct and, if there are other such appointed liquidators,
their remuneration shall be distributed among them in such
proportions as the court directs.
(3) A vacancy in the office of a liquidator
appointed by the court shall be filled by the court.
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Custody of
company’s
property.
Vesting of
property of
company in
liquidator.

Powers of
liquidator.
(4) If more than one liquidator is appointed by the
court, the court shall declare whether any act by this Act
required or authorised to be done by the liquidator is to be
done by all or any one or more of the persons appointed.
(5) Subject to this Act, the acts of a liquidator shall
be valid not- withstanding any defects that may afterwards be
discovered in his appointment or qualification.
373. Where a winding up order has been made or a
provisional liquidator has been appointed, the liquidator, or
the provisional liquidator, as the case may be, shall take into
his custody, or under his control, all the property and things
in action to which the company is or appears to be entitled.
374. Where a company is being wound up by the
court, the court may on the application of the liquidator by
order direct that all or any part of the property of whatsoever
description belonging to the company or held by trustees on
its behalf shall vest in the liquidator by his official name, and
thereupon the property to which the order relates shall vest
accordingly, and the liquidator may, after giving such
indemnity, if any, as the court may direct, bring or defend in
his official name any action or other legal proceeding which
relates to that property or which it is necessary to bring or
defend for the purpose of effectually winding up the
company and recovering its assets.
375. (1) The liquidator in a winding up by the court
may with the sanction either of the court or of the committee
of inspection—
(a) bring or defend any action or other
legal proceeding in the name and on
behalf of the company;
(b) carry on the business of the company,
so far as may be necessary, for the
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beneficial winding up thereof;
(c) appoint an attorney-at-law or other
agent to assist him in the performance
of his duties;
(d) pay any classes of creditors in full if
the assets of the company remaining
in his hands will suffice to pay in full
the debts and liabilities of the
company which rank for payment
before, or equally with, the debts or
claims of the first mentioned
creditors;
(e) make any compromise or arrangement
with creditors or persons claiming to
be creditors, or having or alleging
themselves to have any claim, present
or future, certain or contingent,
ascertained or sounding only in
damages against the company, or
whereby the company may be
rendered liable;
(f) compromise any calls and liabilities to
calls, debts, and liabilities capable or
resulting in debts, and all claims,
present or future, certain or
contingent, ascertained or sounding
only in damages, subsisting or
supposed to subsist between the
company and a contributory, or
alleged contributory, or other debtor
or person apprehending liability to
the company and all questions in any
way relating to or affecting the assets
or the winding up of the company, on
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such terms as are agreed, and take
any security for the discharge of any
such call, debt, liability or claim, and
give a complete discharge in respect
thereof.
(2) The liquidator in a winding up by the court
may—
(a) sell the movable and immovable
property and things in action of the
company by public auction or private
contract, with power to transfer the
whole thereof to any person or to sell
the same in parcels;
(b) do all acts and execute, in the name
and on behalf of the company, all
deeds, receipts, and other documents,
and for that purpose to use, when
necessary, the company’s seal;
(c) prove, rank, and claim in the
bankruptcy, insolvency, or
sequestration of any contributory, for
any balance against his estate, and
receive dividends in the bankruptcy,
insolvency, or sequestration in respect
of that balance as a separate debt due
from the bankrupt or insolvent, and
rateably with the other separate
creditors;
(d) draw, accept, make and endorse any
bill of exchange or promissory note in
the name and on behalf of the
company, with the same effect with
respect to the liability of the company
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as if the bill or note had been drawn,
accepted, made, or endorsed by or on
behalf of the company in the course of
its business;
(e) raise on the security of the assets of
the company any money requisite;
(f) take out in his official name letters of
administration to any deceased
contributory, and do in his official
name any other act necessary for
obtaining payment of any money due
from a contributory or his estate
which cannot be conveniently done in
the name of the company, and in all
such cases the money due shall, for
the purpose of enabling the liquidator
to take out the letters of
administration or recover the money,
be deemed to be done to the
liquidator himself;
(g) appoint an agent to do any business
which the liquidator is unable to do
himself; and
(h) do all such other things as may be
necessary for winding up the affairs
of the company and distributing its
assets.

(3) The exercise by the liquidator in a winding up
by the court of the powers conferred by this section shall be
subject to the control of the court, and any creditor or
contributory may apply to the court with respect to any
exercise or proposed exercise of any of those powers.

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Exercise and
control of
liquidator’s
powers.

Books to be
kept by
liquidator.
376. (1) Subject to this Part, the liquidator of a
company which is being wound up by the court shall, in the
administration of the assets of the company and in the
distribution thereof among its creditors, have regard to any
directions that may be given by resolution of the creditors or
contributories at any general meeting, or by the committee of
inspection, and any directions so given by the creditors or
contributories shall in case of conflict be deemed to override
any directions given by the committee of inspection.
(2) The liquidator may summon general meetings
of the creditors or contributories for the purpose of
ascertaining their wishes, and he shall summon meetings at
such times as the creditors or contributories, by resolution,
either at the meeting appointing the liquidator or otherwise,
direct, or whenever requested in writing to do so by not less
than one- tenth in value of the creditors or contributories.
(3) The liquidator may apply to the court in the
prescribed manner for directions in relation to any particular
matter arising under the winding up.
(4) Subject to this Part, the liquidator shall use his
own discretion in the management of the estate and its
distribution among the creditors.
(5) If any person is aggrieved by any act or decision of
the liquidator, that person may apply to the court, and the
court may confirm, reverse, or modify the act or decision
complained of, and make such order as it thinks fit.
377. Every liquidator of a company which is being
wound up by the court shall keep, in the prescribed manner,
proper books in which he shall cause to be made entries or
minutes of proceedings at meetings, and of such other matters
as may be prescribed, and any creditor or contributory may, subject to the control of the court, personally or by his agent
inspect any such books and make copies thereof or extracts
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Payments of
liquidator into
bank.

Audit of
liquidator’s
accounts.

therefrom.
378. (1) Every liquidator of a company which is being
wound up by the court shall pay the money received by him
into such bank as the court may direct.
(2) If any such liquidator at any time retains for
more than ten days a sum exceeding five hundred dollars, or
such other amount as the court in any particular case
authorises him to retain, then, unless he explains the retention
to the satisfaction of the court, he shall pay interest on the
amount so retained in excess at the rate of twenty per cent per
annum, and shall be liable to disallowance of all or such part
of his remuneration as the court may think just, and to be
removed from his office by the court, and shall be liable to
pay any expenses occasioned by reason of his default.
(3) A liquidator of a company which is being
wound up by the court shall not pay any sums received by
him as liquidator into his private banking account.
379. (1) Every liquidator of a company which is being
wound up by the court shall, at such times as may be
prescribed but not less than twice in each year during his
tenure of office, send to the Registrar an account of his
receipts and payments as liquidator.
(2) The account shall be in a prescribed form, shall
be made in duplicate, and shall be verified by an affidavit or a
statutory declaration in the prescribed form.
(3) The Registrar shall cause the account to be
audited and for the purpose of the audit the liquidator shall
furnish the Registrar with such vouchers and information as
the Registrar may require, and the Registrar may at any time
require the production of and inspect any books or accounts
kept by the liquidator.

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Control of
Registrar over
liquidators.

Release of
liquidator.
(4) When the account has been audited, one copy
thereof shall be filed and kept by the Registrar, and the other
copy shall be delivered to the court for filing, and each copy
shall be open to the inspection of any creditor or of any
person interested.
(5) The Registrar shall cause the account when
audited or a summary thereof to be printed and shall send a
printed copy of the account or summary by post to every
creditor and contributory.
380. (1) The Registrar shall take cognizance of the
conduct of liquidators of companies which are being wound
up by the court, and, if a liquidator does not faithfully
perform his duties and duly observe all the requirements
imposed on him by statute, rules, or otherwise with respect to
the performance of his duties, or if any complaint is made to
the Registrar by any creditor or contributory in regard
thereto, the Registrar shall inquire into the matter, and take
such action thereon as he may think expedient.
(2) The Registrar may at any time require any
liquidator of a company which is being wound up by the
court to answer any inquiry in relation to any winding up in
which he is engaged and may, if the Registrar thinks fit, apply
to the court to examine him or any other person on oath
concerning the winding up.
(3) The Registrar may also direct an investigation
to be made of the books and vouchers of the liquidator.
381. (1) When the liquidator of a company which is
being wound up by the court has realised all the assets of the
company, or so much thereof as can, in his opinion be realised
without needlessly protracting the liquidation, and has
distributed a final dividend, if any, to the creditors, and
adjusted the rights of the contributories among themselves,
and made a final return, if any, to the contributories, or has
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Meetings of
creditors and
contributories
to determine
whether
committee of
inspection shall
be appointed.
resigned, or has been removed from his office, the Registrar
shall, on his application, cause a report on his accounts to be
prepared, and, on his complying with all the requirements of
the Registrar, shall take into consideration the report, and any
objection which may be urged by any creditor or contributory
or person interested against the release of the liquidator, and
shall either grant or withhold the release accordingly, subject
nevertheless to an appeal to the court.
(2) Where the release of a liquidator is withheld,
the court may, on application of any creditor or contributory,
or person interested, make such order as it thinks just,
charging the liquidator with the consequences of any act or
default which he may have done or made contrary to his
duty.
(3) An order of the Registrar releasing the
liquidator shall discharge him from all liability in respect of
any act done or default made by him in the administration of
the affairs of the company, or otherwise in relation to his
conduct as liquidator, but any such order may be revoked on
proof that it was obtained by fraud or by suppression or
concealment of any material fact.
Committees of Inspection
382. (1) When a winding up order has been made by
the court, it shall be the business of the separate meetings of
creditors and contributories summoned for the purpose of
determining whether or not an application should be made to
the court for appointing a liquidator other than the Official
Receiver, to determine further whether or not an application
is to be made to the court for the appointment of a committee
of inspection to act with the liquidator and who are to be
members of the committee if appointed.
(2) The Court may make any appointment and
order required to give effect to any such determination, and if
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Constitution
and
proceedings of
committee of
inspection.
there is a difference between the determination of the
meetings of the creditors and contributories the court shall
decide the difference and make such order as the court thinks
fit.
383. (1) A committee of inspection appointed in
pursuance of this Act shall consist of creditors and
contributories of the company or persons holding general
powers of attorney from creditors or contributories in such
proportions as is agreed on by the meetings of the creditors
and contributories, or as, in the case of a difference, may be
determined by the court.
(2) The committee shall meet at such time as they
from time to time appoint, and, failing such appointment, at
least once a month and the liquidator or any member of the
committee may also call a meeting of the committee as and
when he thinks necessary.
(3) The committee may act by a majority of their
members present at a meeting, but shall not act unless a
majority of the committee is present.
(4) A member of the committee may resign by
notice in writing signed by him and delivered to the
liquidator.
(5) If a member of the committee becomes
bankrupt, or compounds or arranges with his creditors, or is
absent from five consecutive meetings of the committee
without the leave of those members who together with
himself represent the creditors or contributories, as the case
may be, his office shall thereupon become vacant.
(6) A member of the committee may be removed
by an ordinary resolution at a meeting of creditors, if he
represents creditors, or of contributories, if he represents
contributories of which seven days’ notice has been given,
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Powers of
Minister where
no committee
of inspection.

Power to stay
winding up,
etc.
stating the object of the meeting.
(7) On a vacancy occurring in the committee the
liquidator shall forthwith summon a meeting of creditors or
of contributories, as the case may require, to fill the vacancy,
and the meeting may, by resolution, reappoint the same or
appoint another creditor or contributory to fill the vacancy;
but if the liquidator, having regard to the position in the
winding up, is of the opinion that it is unnecessary for the
vacancy to be filled he may apply to the court and the court
may make an order that the vacancy shall not be filled, or
shall not be filled except in such circumstances as may be
specified in the order.

(8) The continuing members of the committee, if
not less than two, may act notwithstanding any vacancy in
the committee.
384. Where in the case of a winding up there is no
committee of inspection, the Minister, may on the application
of the liquidator, do any act or thing or give any direction or
permission which is by this Act authorised or required to be
done or given by the Committee.
General Powers of the Court
385. (1) The court may at any time after an order for
winding up, on the application either of the liquidator, or the
Official Receiver, or any creditor or contributory, and on
proof to the satisfaction of the court that all proceedings in
relation to the winding up ought to be stayed, make an order
staying the proceedings, either altogether or for a limited
time, on such terms and conditions as the court thinks fit.
(2) The court may, at any time after an order for
winding up, on the application either of the liquidator or a
creditor, and after having regard to the wishes of the creditors
and contributories, make an order directing that the winding
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Settlement of
list of
contributories
and application
of assets.
Delivery of
property to
liquidator.
up, ordered by the court, shall be conducted as a creditors’
voluntary winding up, and if the court does so the winding
up shall be so conducted.
(3) On any application under subsection (1) the
court may, before making an order, require the Official
Receiver to furnish to the court a report with respect to any
facts or matters which are in his opinion relevant to the
application.
(4) A copy of every order made under this section
shall forthwith be lodged by the company, or otherwise as
may be prescribed, with the Registrar, who shall make an
entry of the order in his records relating to the company.
386. (1) As soon as may be after making a winding up
order, the court shall settle a list of contributories, and may
rectify the register of members in all cases where rectification
is required in pursuance of this Act, and shall cause the assets
of the company to be collected and applied in discharge of its
liabilities.
(2) Notwithstanding subsection (1), where it
appears to the court that it will not be necessary to make calls
on or adjust the rights of contributories, the court may
dispense with the settlement of a list of contributories.
(3) In settling the list of contributories, the court
shall distinguish between persons who are contributories in
their own right and persons who are contributories as being
representatives of or liable for the debts of others.
(4) The list of contributories when settled shall be
prima facie evidence of the liabilities of the persons named
therein as contributories.
387. The court may, at any time after making a
winding up order, require any contributory for the time being
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Payment of
debts due by
contributory to
company and
extent to which
set-off allowed.
Power of court
to make calls.

Payment into
bank of
moneys due to
company.
on the list of contributors, and any trustee, receiver, banker,
agent or officer of the company to pay, deliver, convey,
surrender or transfer forthwith, or within such time as the
court directs, to the liquidator any assets or books and papers
in his hands to which the company is prima facie entitled.
388. (1) The court may, at any time after making a
winding up order, make an order directing any contributory
for the time being on the list of contributories to pay, in the
manner directed by the order, any money due from him or
from the estate of the person whom he represents to the
company, exclusive of any money payable by him or the
estate by virtue of any call in pursuance of this Act.
(2) In the case of any company, when all the
creditors are paid in full, any money due on account
whatever to a contributory from the company may be allowed
to him by way of set-off against any subsequent call.
389. (1) The court may, at any time after making a
winding up order, and either before or after it has ascertained
the sufficiency of the assets of the company, make calls on all
or any of the contributories for the time being settled on the
list of the contributories to the extent of their liability, for
payment of any money which the court considers necessary to
satisfy the debts and liabilities of the company, and the costs,
charges, and expenses of winding up and for the adjustment
of the rights of the contributories, among themselves, and
make an order for payment of any calls so made.
(2) In making a call the court may take into
consideration the probability that some of the contributories
may partly or wholly fail to pay the call.
390. (1) The court may order any contributory,
purchaser or other person from whom money is due to the
company to pay the amount due into a bank to the account of
the liquidator instead of to the liquidator, and any such order
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Order on
contributory is
conclusive
evidence.

Appointment
of special
manager.

Power to
exclude
creditors not
proving in
time.

may be enforced in the same manner as if it had directed
payment to the liquidator.
(2) All moneys and securities paid or delivered
into such bank in the event of a winding up by the court shall
be subject in all respects to the orders of the court.
391. An order made by the court on a contributory
shall, subject to any right of appeal, be conclusive evidence
that the money, if any, thereby appearing to be due or
ordered to be paid is due, and all other pertinent matters
stated in the order shall be taken to be truly stated as against
all persons and in all proceedings.
392. (1) Where in any proceedings the Official
Receiver becomes the liquidator of a company, whether
provisionally or otherwise, he may, if satisfied that the nature
of the estate or business of the company, or the interests of the
creditors or contributories generally, require the appointment
of a special manager of the estate or business of the company
other than himself, apply to the court, and the court may on
the application appoint a special manager of the estate or
business to act during such time as the court directs, with
such powers, including any of the powers of a receiver or
manager, as are entrusted to him by the court.
(2) The special manager shall give such security
and account in such manner as the court directs.
(3) The special manager shall receive such
remuneration as may be fixed by the court.
393. The Court may fix a time or times within which
creditors are to prove their debts or claims or after which they
will be excluded from the benefit of any distribution made
before those debts are proved.

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Adjustment of
rights of
contributories.

Inspection of
books by
creditors or
contributories.
Power to order
costs of
winding up to
be paid out of
assets.
Power to
summon
persons
suspected of
having
property of
company.

394. The court shall adjust the rights of the
contributories among themselves, and distribute any surplus
among the persons entitled thereto.
395. (1) The court may, at any time after making a
winding up order, make such order for inspection of the
books and papers of the company by creditors and
contributories as the court thinks just, and any books and
papers in the possession of the company may be inspected by
creditors and contributories accordingly, but not further or
otherwise.
(2) Nothing in this section shall be taken as
excluding or restricting any statutory rights of a Ministry,
Government Department, or, a person under the authority of
a Ministry, Government Department or a Minister.
396. The court may, in the event of the assets being
insufficient to satisfy the liabilities, make an order as to the
payment out of the assets of the costs, charges, and expenses
incurred in the winding up in such order of priority as the
court thinks fit.
397. (1) The court may, at any time after the
appointment of a provisional liquidator or the making of a
winding up order, summon before it any officer of the
company or person known or suspected to have in his
possession any property of the company, or supposed to be
indebted to the company, or any person whom the court
deems capable of giving information concerning the
promotion, formation, trade dealings, affairs, or property of
the company.
(2) The court may examine him on oath concerning
the matters mentioned in subsection (1), either by word of
mouth or on written interrogatories, and may reduce his
answers to writing and require him to sign them, and any
writing so signed may be used in evidence in any legal
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Power to order
public
examination of
promoters,
directors, etc.

proceedings against him.
(3) The court may require him to produce any
books, and papers in his custody or power relating to the
company, but where he claims any lien on books or papers
produced by him, the production shall be without prejudice
to that lien, and the court shall have jurisdiction in the
winding up to determine all questions relating to that lien.
(4) If any person so summoned, after being tendered a
reasonable sum for his expenses, refuses to come before the
court at the time appointed, not having a lawful impediment
(made known to the court at the time of its sitting, and
allowed by it), the court may cause him to be apprehended
and brought before the court for examination.

398. (1) Where an order has been made for winding
up a company by the court, and the Official Receiver has
made a further report under this Act stating that in his
opinion a fraud or improper conduct has been committed, or
engaged in, by any person in the promotion or formation of
the company, or by any officer of the company in relation to
the company since its formation, the court may, after
consideration of the report, direct that the person or officer or
any other person who was previously an officer of the
company, including any banker, attorney-at-law or auditor,
or who is known or suspected to have in his possession any
property of the company or is supposed to be indebted to the
company or any person who the court deems capable of
giving information concerning the promotion, formation,
trade dealings, affairs or property of the company, shall
attend before the court on a day appointed by the court for
that purpose, and be publicly examined as to the promotion
or formation or the conduct of the business of the company,
or in the case of an officer or former officer as to his conduct
and dealings as officer thereof.
(2) The Official Receiver shall take part in the
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examination, and for that purpose may, if specially
authorised by the court in that behalf, employ an attorney-at-
law.

(3) The liquidator, where the Official Receiver is
not the liquidator, and any creditor or contributory, may also
take part in the examination either personally or by attorney-
at-law.
(4) The court may put such questions to the person
examined as the court thinks fit.
(5) The person examined shall be examined on
oath and shall not be excused from answering any questions
put to him on the ground that the answer might tend to
incriminate him but, where he claims before answering the
question, that the answer might tend to incriminate him,
neither the question nor the answer shall be admissible in
evidence against him in criminal proceedings or in relation to
a charge of perjury in respect of the answer.
(6) A person ordered to be examined shall at his
own cost, before his examination, be furnished with a copy of
the Official Receiver’s report, and may at his own cost employ
an attorney-at-law who shall be at liberty to put to him such
questions as the court may deem just for the purpose of
enabling him to explain or qualify any answers given by him.
(7) When a person directed to attend before the
court under subsection (1) applies to the court to be
exculpated from any charges made or suggested against him,
the Official Receiver shall appear on the hearing of the
application and call the attention of the court to any matters
which appear to the Official Receiver to be relevant, and if the
court, after hearing any evidence given or witnesses called by
the Official Receiver, grants the application, the court may
allow the applicant such costs as in its discretion it may think
fit.
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Power to arrest
absconding
contributory.

Powers of court
cumulative.
Delegation to
liquidator of
certain powers
of court.
(8) Notices of the examination shall be taken down
in writing and shall be read over to or by, and signed by, the
person examined, and may thereafter be used in evidence
against him, and shall be open to the inspection of any
creditor or contributory at all reasonable times.
(9) The court may, if it thinks fit, adjourn the
examination from time to time.

(10) For the purposes of this section, conduct shall
be improper if it is of such a nature as to render a person unfit
to be concerned in the management of a company.
399. The court, at any time before or after making a
winding up order, on proof of probable cause for believing
that a contributory is about to quit Guyana or otherwise to
abscond or to remove or conceal any of his property for the
purpose of evading payment of calls, or of avoiding
examination respecting the affairs of the company, may cause
the contributory to be arrested, and his books and papers and
movable personal property to be seized, and him and them to
be safely kept until such time as the court may order.
400. Any powers by this Act conferred on the court
shall be in addition to and not in restriction of any existing
powers of instituting proceedings against any contributory or
debtor of the company, or the estate of any contributory or
debtor, for the recovery of any call or other sums.
401. Provision may be made by rules under section
462 for enabling or requiring all or any of the powers and
duties conferred and imposed on the court by this Act in
respect of the following matters—
(a) the holding and conducting of
meetings to ascertain the wishes of
creditors and contributories;
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Dissolution of
company.
[6 of 1997]
(b) the settling of lists of contributories
and the rectifying of the register of
members where required, and the
collecting and applying of the assets;
(c) the paying, delivering, conveyance,
surrender or transfer of any money,
property, books or papers to the
liquidator;
(d) the making of calls and the adjusting
of the rights of contributors; and
(e) the fixing of a time within which debts
and claims must be proved,
to be exercised or performed by the liquidator as an officer of
the court, and subject to the control of the court but the
liquidator shall not, without the special leave of the court,
rectify the register of members, and shall not make any call
without either the special leave of the court or the sanction of
the committee of inspection.
402. (1) When the affairs of a company have been
completely wound up, the court, if the liquidator makes an
application in that behalf, shall make an order that the
company be dissolved from the date of the order, and the
company shall be dissolved accordingly.
(2) A copy of the order shall within fourteen days
from the date thereof be lodged by the liquidator with the
Registrar who shall enter in his records a minute of the
dissolution of the company.
(3) If the liquidator makes default in complying
with the requirements of this section, he shall be guilty of an
offence and shall, on summary conviction, be liable to a fine
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Power to
enforce orders
and appeals
from orders.
Winding up
resolutions.

Notice of
resolution to
wind up
voluntarily.
Commence-
ment of
voluntary
of one thousand five hundred dollars.
403. (1) Orders made by the court under this Act may
be enforced in the same manner as orders made in any action
pending therein.
(2) Subject to rules of court, an appeal from any order
or decision made or given in the winding up of a company by
the court under this Act shall lie in the same manner and
subject to the same conditions as an appeal from any order or
decision of the court.
DIVISION C
VOLUNTARY WINDING UP
Introductory
404. (1) A company shall be wound up voluntarily
if—
(a) a general meeting so resolves by a
special resolution; or
(b) a general meeting so resolves by an
ordinary resolution which states that
the company is unable to pay its
debts.
(2) In this Act, “a resolution for voluntary winding
up” means a resolution passed under subsection (1).
405. When a company has passed a resolution for
voluntary winding up, it shall, within fourteen days after the
passing of the resolution, give notice of the resolution by
advertisement in the Gazette and in writing to the Registrar.
406. A voluntary winding up shall be deemed to
commence at the time of the passing of the resolution for
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winding up.

Effect of
voluntary
winding up on
business and
status of
company.
Avoidance of
transfers, etc.
after com-
mencement of
voluntary
winding up.
Statutory
declaration of
solvency in
case of
proposal of
winding up
voluntarily.
[6 of 1997]
voluntary winding up.
407. In case of a voluntary winding up, the company
shall, from the commencement of the winding up, cease to
carry on its business, except so far as is in the opinion of the
liquidator required for the beneficial winding up thereof but
the corporate state and corporate powers of the company
shall, notwithstanding anything to the contrary in its articles
of incorporation, continue until it is dissolved.
408. Any transfer of shares not being a transfer made
to or with the sanction of the liquidator, and any alteration in
the status of the members of the company, made after the
commencement of a voluntary winding up, shall be void.

409. (1) Where it is proposed to wind up a company
voluntarily, the director or, in the case of a company having
more than two directors, the majority of the directors, may, at
a meeting of the directors make a statutory declaration to the
effect that they have made a full inquiry into the affairs of the
company, and that, having so done, they have formed the
opinion that the company will be able to pay its debts in full
within such period not exceeding twelve months from the
commencement of the winding up as may be specified in the
declaration.
(2) A declaration made under subsection (1) shall
have no effect for the purposes of this Act unless—
(a) it is made within the five weeks
immediately preceding the date of the
passing of the resolution for winding
up the company and is lodged with
the Registrar for registration before
that date; and
(b) it embodies a statement of the
company’s assets and liabilities as at
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Power of
company to
appoint and fix
remuneration
of liquidators.
the latest practicable date before the
making of the declaration.
(3) Any director of a company who makes a
declaration under this section without having reasonable
grounds for the opinion that the company will be able to pay
its debts in full within the period specified in the declaration
shall be guilty of an offence and shall be liable on summary
conviction to a fine of thirty thousand dollars.
(4) If the company is wound up in pursuance of a
resolution passed within the period of five weeks after the
making of the declaration, but its debts are not paid or
provided for in full within the period stated in the
declaration, it shall be presumed until the contrary is shown
that the director did not have reasonable grounds for his
opinion.
(5) A winding up in the case of which a declaration
has been made and delivered in accordance with this section
shall, in this Act be referred to as “a members’ voluntary
winding up”, and a winding up in the case of which a
declaration has not been so made and delivered shall, in this
Act, be referred to as “a creditors’ voluntary winding up”.
Provisions Applicable Only to Members’ Voluntary Winding Up
410. (1) The company in general meeting shall appoint
one, or more than one liquidator for the purpose of winding
up the affairs and distributing the assets of the company, and
may fix the remuneration to be paid to him or them.
(2) Subject to subsections (3) and (4), the company
may, by special resolution remove a liquidator and appoint
another liquidator, but the removal or appointment shall not
have effect—
(a) until after the expiration of the period
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Power to fill
vacancy in
office of
liquidator.
of fourteen days after the date on
which the resolution is passed; or
(b) if, within that period an application is
made to the court under subsection
(3), unless the court dismisses the
application or the application is
withdrawn.
(3) In addition to the other requirements of this Act
with respect to the giving of notice of meetings, the company
shall give to all creditors and contributories of the company
notice of any meeting at which a resolution under subsection
(2) will be proposed, giving in the notice particulars of the
proposals.
(4) A creditor or contributory of the company may,
within the period of fourteen days after the date on which a
resolution under subsection (2) is passed, apply to the court
for an order cancelling the resolution and the court may, if it
is satisfied that it is fair and reasonable to do so, allow the
application, but if not so satisfied shall dismiss the
application.
(5) On the appointment of a liquidator all the
powers of the directors shall cease, except so far as the
company in general meeting or the liquidator, sanctions the
continuance thereof.
411. (1) If a vacancy occurs by death, resignation or
otherwise in the office of liquidator appointed by the
company, the company in general meeting may, subject to
any arrangement with its creditors, fill the vacancy.
(2) For that purpose a general meeting may be
convened by any contributory or, if there were more
liquidators than one, by the continuing liquidators.

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Power of
liquidator to
accept shares,
etc., as
consideration
for sale of
property of
company.

(3) The meeting shall be held in the manner
provided by this Act or by the by-laws or in such manner as
may, on application by any contributory or by the continuing
liquidators, be determined by the court.
412. (1) Where a company is proposed to be, or is in
the course of being, wound up altogether voluntarily, and the
whole or part of its business or property is proposed to be
transferred or sold to a body corporate (in this section call
“the transferee company”) the liquidator of the first-
mentioned company (in this section called “the transferor
company”) may, with the sanction of a special resolution of
that company, conferring either a general authority on the
liquidator or an authority in respect of any particular
arrangement, receive in compensation for the transfer or sale,
shares, policies, or other like interests, in the transferee
company, for distribution among the members of the
transferor company, or may enter into any other arrangement
whereby the members of the transferor company may, in lieu
of receiving cash, shares, policies, or other like interests, or in
addition thereto, participate in the profits of or receive any
other benefit from the transferee company.
(2) Any sale or arrangement in pursuance of this
section shall be binding on the members of the transferor
company, and where the whole or part of the compensation
or benefit accruing to the members of the transferor company
in respect of any such sale or arrangement consists of fully
paid shares in the transferee company each such member
shall be deemed to have agreed with the transferee company
for the acceptance of the fully paid shares to which he is
entitled under the distribution referred to in subsection (1).
(3) If any member of the transferor company who
did not vote in favour of the special resolution expresses his
dissent therefrom in writing addressed to the liquidator and
left at the registered office of the company within seven days
after the passing of the resolution, he may require the
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Duty of
liquidator to
call creditors’
meeting in case
of insolvency.

Duty of
liquidator to
call general
meeting at the
end of each
year.
liquidator either to abstain from carrying the resolution into
effect or to purchase his interest at a price to be determined by
agreement or by arbitration in the manner provided by the
Arbitration Act.
(4) If the liquidator elects to purchase the
member’s interest, the purchase money must be paid before
the company is dissolved, and be raised by the liquidator in
such manner as may be determined by special resolution.
(5) A special resolution shall not be invalid for the
purposes of this section by reason that it is passed before or
concurrently with a resolution for voluntary winding up or
for appointing liquidators, but, if an order is made within a
year for winding up the company by the court, the special
resolution shall not be valid unless sanctioned by the court.
413. (1) If, in the case of a winding up commenced
after the commencement of this Act, the liquidator is at any
time of the opinion that the company will not be able to pay
its debts in full within the period stated in the declaration
under section 409, he shall forthwith summon a meeting of
the creditors, and shall lay before the meeting a statement of
the assets and liabilities of the company.
(2) Unless the meeting of creditors resolves that the
winding up shall continue as a members’ voluntary winding
up, the winding up shall as from the date when the liquidator
calls the meeting of creditors become a creditors’ voluntary
winding up, and the meeting of creditors shall have the same
powers as meeting of creditors held under section 419.
414. Subject to section 416, in the event of the winding
up continuing for more than one year, the liquidator shall
summon a general meeting of the company at the end of the
first year from the commencement of the winding up and of
each succeeding year, at the first convenient date within three
months (or such longer period as the Minister may allow)
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Final meeting
and
dissolution.
from the end of the year, and shall lay before the meeting an
account of his acts and dealings and of the conduct of the
winding up during the preceding year.
415. (1) Subject to section 416, as soon as the affairs of
the company are fully wound up, the liquidator shall make
up an account of the winding up, showing how the winding
up has been conducted and the property of the company has
been disposed of, and shall cause the account to be audited
and when that has been done shall call a general meeting of
the company for the purpose of laying before it the audited
account and giving any necessary explanation thereof
(2) The meeting shall be called by advertisement in
the Gazette and in one daily newspaper printed and
circulating in Guyana, specifying the time, place and object
thereof, and published one month at least before the meeting.
(3) Within one week after the meeting, the
liquidator shall lodge with the Registrar a copy of the audited
account, and shall make a return to him of the holding of the
meeting and of its date.
(4) Notwithstanding anything in subsection (3), if a
quorum is not present at the meeting, the liquidator shall, in
lieu of the return referred to in subsection (3), make a return
that the meeting was duly summoned and that no quorum
was present at the meeting, and upon such a return being
made the provisions of this subsection as to the making of the
return shall be deemed to have been complied with.
(5) The Registrar on receiving the account and
either of the returns mentioned in subsection (3) or (4) shall
forthwith register them, and on the expiration of three
months from the registration of the return the company shall
be deemed to be dissolved but the court may, on application
of the liquidator or of any other person who appears to the
court to be interested, make an order deferring the date at
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Alternative
provisions as to
annual and
final meetings
in case of
insolvency.

Meeting of
creditors.
which the dissolution of the company is to take effect for such
time as the court thinks fit.
(6) The person on whose application an order of
the court under this section is made shall, within seven days
after the making of the order, lodge with the Registrar a copy
of the order for registration.
416. Where section 412 has effect, sections 423 and 424
shall apply to the winding up to the exclusion of sections 414
and 415, as if the winding up were a creditors’ voluntary
winding up and not a members’ voluntary winding up, but
the liquidator shall not be required to summon a meeting of
creditors under section 423 at the end of the first year from
the commencement of the winding up, unless the meeting
held under section 413 is held more than three months before
the end of that year.
Provisions Applicable to a Creditors’ Voluntary Winding Up
417. (1) The company shall cause a meeting of the
creditors of the company to be summoned for the day, or the
day next following the day, on which there is to be held the
meeting at which the resolution for voluntary winding up is
to be proposed, and shall cause the notices of the meeting of
creditors to be sent by post to the creditors simultaneously
with the sending of the notices of the meeting of the
company.
(2) The company shall cause notice of the meeting
of the creditors to be advertised once in the Gazette and once
at least in one daily newspaper printed and circulating in
Guyana.
(3) The directors of the company shall—
(a) cause a full statement of the position
of the company’s affairs together with
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Appointment
of liquidator.

a list of the creditors of the company
and the estimated amount of their
claims to be laid before the meeting of
creditors; and
(b) appoint one of their number to
preside at the meeting.
(4) The director appointed to preside at the
meeting of creditors shall attend and preside at the meeting.
(5) If the meeting of the company at which the
resolution for voluntary winding up is to be proposed is
adjourned and the resolution is passed at an adjourned
meeting, any resolution passed at the meeting of the creditors
held in pursuance of subsection (1) shall have effect as if it
had been passed immediately after the passing of the
resolution for winding up the company.
418. (1) The creditors and the company at their
respective meetings mentioned in section 417 may nominate a
person to be liquidator for the purpose of winding up the
affairs and distributing the assets of the company, and if the
creditors and the company nominate different persons, the
person nominated by the creditors shall be liquidator, and if
no person is nominated by the creditors the person, if any,
nominated by the company shall be liquidator.
(2) Notwithstanding the provisions of subsection
(1), when different persons are nominated any director,
member, or creditor of the company may, within seven days
after the date on which the nomination was made by the
creditors, apply to the court for an order either directing that
the person nominated as liquidator by the company shall be
liquidator or appointing some other person to be liquidator
instead of or jointly with the person nominated by the
creditors, or the person appointed by the creditors.

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Appointment
of committee
of inspection.
Fixing of
liquidators’
remuneration
and cesser of
directors’
powers.

Power to fill
vacancy in
419. (1) The creditors at the meeting to be held in
pursuance of section 416 or at any subsequent meeting, may,
if they think fit, appoint a committee of inspection consisting
of not more than five persons, and if such a committee is
appointed the company may, either at the meeting at which
the resolution for voluntary winding up is passed or at any
time subsequently in general meeting appoint such number of
persons as they think fit to act as members of the committee
not exceeding five in number.
(2) Notwithstanding the provisions of subsection
(1), the creditors may, if they think fit, resolve that all or any
of the persons so appointed by the company ought not to be
members of the committee of inspection, and, if the creditors
so resolve, the persons mentioned in the resolution shall not,
unless the court otherwise directs, be qualified to act as
members of the committee, and on any application to the
court under this provision the court may, if it thinks fit,
appoint other persons to act as such members in place of the
persons mentioned in the resolution.
(3) Subject to the provisions of this section and to
rules made under section 462, the provisions of section 381
(except subsection (1)) shall apply with respect to a committee
of inspection appointed under this section as they apply with
respect to a committee of inspection appointed in a winding
up by the court.
420. (1) The committee of inspection, or if there is no
such committee, the creditors, may fix the remuneration to be
paid to the liquidator or liquidators.
(2) On the appointment of a liquidator, all the
powers of the directors shall cease, except so far as the
committee of inspection, or if there is no such committee, the
creditors, sanction the continuance thereof.
421. If a vacancy occurs, by death, resignation or
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office of
liquidator.
Application of
section 412 to a
creditors’
winding up.
Duty of
liquidator to
call meetings of
company and
of creditors at
end of each
year.

Final meeting
and
dissolution.
otherwise, in the office of a liquidator, other than a liquidator
appointed by, or by the direction of, the court, the creditors
may fill the vacancy.

422. The provisions of section 412 shall apply in case
of a creditors’ voluntary winding up as in the case of a
members’ voluntary winding up, with the modification that
the powers of the liquidator under that section shall not be
exercised except with the sanction either of the court or of the
committee of inspection.
423. In the event of the winding up continuing for
more than one year, the liquidator shall summon a general
meeting of the company and a meeting of creditors at the end
of the first year from the commencement of the winding up,
and of each succeeding year, or at the first convenient date
within three months (or such longer period as the Minister
may allow) from the end of the year, and shall lay before the
meeting an account of his acts and dealings and of the
conduct of the winding up during the preceding year.
424. (1) As soon as the affairs of the company are fully
wound up, the liquidator shall make up an account of the
winding up, showing how the winding up has been
conducted and the property of the company has been
disposed of, and thereupon shall call a general meeting of the
company and a meeting of the creditors, for the purpose of
laying the account before the meetings, and giving any
explanation thereof.
(2) Each such meeting shall be called by
advertisement in the Gazette and in one daily newspaper
printed and circulating in Guyana specifying the time, place
and object thereof, and published one month at least before
the meeting.
(3) Within one week after the date of the meetings,
or, if the meetings are not held on the same date, after the
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Distribution of
property of
company.
date of the later meeting, the liquidator shall send to the
Registrar a copy of the account, and shall make a return to
him of the holding of the meetings and of their dates.
(4) Notwithstanding anything in subsection (2), if a
quorum is not present at either such meeting, the liquidator
shall, in lieu of the return referred to in subsection (3), make a
return that the meeting was duly summoned and that no
quorum was present at the meeting, and upon such a return
being made the provisions of this subsection as to the making
of the return shall, in respect of the meeting, be deemed to
have been complied with.
(5) The Registrar on receiving the account and in
respect of each such meeting either of the returns mentioned
in subsection (3) or (4) shall forthwith register them, and on
the expiration of three months from the registration thereof
the company shall be deemed to be dissolved, but the court
may, on the application of the liquidator or of any person
who appears to the court to be interested, make an order
deferring the date at which the dissolution of the company is
to take effect from such time as the court thinks fit.
(6) The person on whose application an order of
the court under this section is made, shall, within seven days
after the making of the order, lodge with the Registrar a copy
of the order for registration.
Provisions Applicable to Every Voluntary Winding Up
425. Subject to the provisions of this Act as to
preferential payments, the property of a company shall, on its
winding up, be applied in satisfaction of its liabilities equally,
and subject to that application, shall, unless the articles of
incorporation of the company otherwise provide, be
distributed among the members according to their rights and
interests in the company.

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Powers and
duties of
liquidator in
voluntary
winding up.
426. (1) The liquidator may—
(a) in the case of a members’ voluntary
winding up, with the sanction of a
special resolution of the company
and, in the case of a creditors’
voluntary winding up, with the
sanction of either the court or the
committee of inspection, exercise any
of the powers given by paragraphs
(d), (e) and (f) of section 375(1) to a
liquidator in a winding up by the
court;
(b) exercise any of the other powers by
this Act given to the liquidator in the
winding up by the court;
(c) exercise the power of the court under
this Act of settling a list of
contributories, and the list of
contributories shall be prima facie
evidence of the liability of the persons
named therein to be contributories;
(d) exercise the power of the court of
making calls; and
(e) summon general meetings of the
company for the purpose of obtaining
the sanction of the company by
special resolution or for any other
purpose he may think fit.
(2) The liquidator shall pay the debts of the
company and shall adjust the right of the contributories
among themselves.

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Power of court
to appoint and
remove
liquidator in
voluntary
winding up.
Notice by
liquidator of
his
appointment.
Arrangement
when binding
on creditors.
Power to apply
to court to have
questions
(3) When several liquidators are appointed, any
power given by this Act may be exercised by such one or
more of them as may be determined at the time of their
appointment, or, in default of such determination, by any
number not less than two.
(4) Unless the committee of inspection or, as the
case may be, the members determines or determine, section
379 shall apply in the case of a liquidator in a voluntary
winding up as it applies in the case of a liquidator of a
company being wound up by the court.
427. (1) If from any cause whatever there is no
liquidator acting, the court may appoint a liquidator.
(2) The court may, on cause shown, remove a
liquidator and appoint another liquidator.
428. The liquidator shall, within twenty-one days after
his appointment, publish in the Gazette and in one daily
newspaper printed and circulating in Guyana, and deliver to
the Registrar for registration a notice of his appointment in
the prescribed form.
429. (1) Any arrangement entered into between a
company about to be, or in the course of being, wound up
and its creditors shall, subject to the right of appeal under this
section, be binding on the company if sanctioned by a special
resolution, and on the creditors if acceded to by three-fourths
in number and value of the creditors.
(2) Any creditor or contributory may, within three
weeks from the completion of the arrangement appeal to the
court against it and the court may thereupon, as it thinks just,
amend, vary, or confirm the arrangement.
430. (1) The liquidator or any contributory or creditor
may apply to the court to determine any question arising in
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determined or
powers
exercised.

Costs of
voluntary
winding up.

Saving for
rights of
creditors and
contributories.

Debts of all
descriptions to
be proved.
the winding up of a company, or the exercise as respects the
enforcing of calls, or any other matter, all or any of the
powers which the court might exercise if the company were
being wound up by the court.
(2) The court, if satisfied that the determination of
the question or the required exercise of the power will be just
and beneficial, may accede wholly or partially to the
application on such terms and conditions as it thinks fit, or
may make such other order on the application as it thinks
just.
(3) A copy of an order may by virtue of this section
staying the proceedings in the winding up shall forthwith be
lodged by the company, or otherwise as may be prescribed,
with the Registrar, who shall enter a minute of the order in
his records relating to the company.
431. All costs, charges and expenses properly incurred
in the winding up, including the remuneration of the
liquidator, must be paid out of the assets of the company in
priority to all other claims.
432. The winding up of a company shall not bar the
right of any creditor or contributory to have it wound up by
the court, but in the case of an application by a contributory
the court must be satisfied that the rights of the contributories
will be prejudiced by a voluntary winding up.
DIVISION D
PROVISIONS APPLICABLE TO EVERY MODE OF
WINDING UP
Proof and Ranking of Claims
433. (1) In every winding up, subject in the case of
insolvent companies to the application in accordance with the
provisions of this Act of the law of bankruptcy, all debts
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Preferential
payments.
payable on a contingency, and all claims against the
company, present or future, certain or contingent, ascertained
or sounding only in damages, shall be admissible to proof
against the company, a just estimate being made, so far as
possible of the value of such debts or claims as are subject to
any contingency or sound only in damages or for some other
reason do not bear a certain value.
(2) Subject to section 434, in the winding up of an
insolvent company the same rules shall prevail and be
observed with regard to the respective rights of secured and
unsecured creditors and to debts provable and to the
valuation of annuities and future and contingent liabilities as
are in force for the time being under the law of bankruptcy
with respect to the estates of persons adjudged bankrupt, and
all persons who in any such case would be entitled to prove
for and receive dividends out of the assets of the company
may come in under the winding up, and make such claims
against the company as they respectively are entitled to by
virtue of this section.
434. (1) In a winding up of a company there shall be
paid in priority to all other debts—
(a) all local government rates and all
public taxes of every description due
from the company within the period
of twelve months before the relevant
date and not exceeding in the whole
one year’s rates and taxes;
(b) all wages and salary of any employee
in respect of services rendered to the
company during the period of four
months before the relevant date;
(c) all wages of any employee, whether
payable for time or piece work, in
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c. 36:01
respect of services rendered to the
company during the period of four
months before the relevant date; or
(d) contributions payable under the
National Insurance and Social
Security Act.
(2) The debts and claims to which priority is given
by subsection (1) shall—
(a) rank equally among themselves and
be paid in full, unless the assets are
insufficient, to meet them, in which
case they shall abate in equal
proportions; and
(b) as far as the assets of the company
available for payment of general
creditors are insufficient to meet
them, have priority over the claims of
holders of debentures under any
floating charge created by the
company, and paid accordingly out of
any property comprised in or subject
to that charge.
(3) Subject to the retention of such sums as are
necessary for the costs and expenses of the winding up, the
debts and claims to which priority shall be given by
subsection (1) shall be discharged forthwith so far as the
assets are sufficient to meet them.
(4) In the event of a landlord or other person
distraining or having distrained on any goods or effects of the
company within three months next before the date of a
winding-up order, the debts to which priority shall be given
by subsection (1) shall be a first charge on the goods or effects
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Fraudulent
preference.
so distrained on, or the proceeds of the sale thereof, but in
respect of any money paid under any such charge, the
landlord or other person shall have the same rights of priority
as the person to whom the payment is made.
(5) In this section, “the relevant date” means—
(a) in the case of a company ordered to
be wound up compulsorily which had
not previously commenced to be
wound up voluntarily, the date of the
winding up order; and
(b) in any other case, the date of the
commencement of the winding up.
Effect of Winding Up on Antecedent and Other Transactions
435. (1) Any conveyance, mortgage, delivery of goods,
payment, execution, or other act relating to property which
would, if made or done by or against an individual, be
deemed in his bankruptcy a fraudulent preference, or a
fraudulent conveyance, assignment, transfer, sale or
disposition, shall, if made or done by or against a company,
be deemed in the event of its being wound up, a fraudulent
preference of its creditors, or a fraudulent conveyance,
assignment, transfer, sale or disposition, as the case may be,
and be invalid accordingly.
(2) For the purposes of this section, the
commencement of the winding up shall be deemed to
correspond with the presentation of the bankruptcy petition
in the case of an individual.
(3) Any conveyance or assignment by a company
of all its property to trustees for the benefit of all its creditors
shall be void.

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Liabilities and
rights of certain
fraudulently
preferred
persons.

Effect of
floating charge.
436. (1) Where, in the case of a company wound up in
Guyana, anything made or done after the commencement of
this Act shall be void under section 435 as a fraudulent
preference of a person interested in property mortgage or
charged to secure the company’s debts, then (without
prejudice to any rights or liabilities arising apart from this
provision) the person preferred shall be subject to the same
liabilities, and shall have the same rights, as if he had
undertaken to be personally liable as surety for the debt to the
extent of the charge on the property or the value of his
interest, whichever is the less.
(2) The value of the interests of a person referred to
in subsection (1) shall be determined as at the date of the
transaction constituting the fraudulent preference, and shall
be determined as if the interest were free of all incumbrances
other than those to which the charge for the company’s debt
was then subject.
(3) On any application made to the court with
respect to any payment on the ground that the payment was a
fraudulent preference of a surety or guarantor, the court shall
have jurisdiction to determine any questions with respect to
whom the payment was made and the surety or guarantor
and to grant relief in respect thereof, notwithstanding that it is
not necessary so to do for the purposes of the winding up,
and for that purpose may give leave to bring in the surety or
guarantor as a third party as in the case of an action for the
recovery of the sum paid.
(4) This subsection shall apply, with the necessary
modifications, in relation to transactions other than the
payment of money as it applies in relation to payments.
437. Where a company is being wound up, a floating
charge on the undertaking or property of the company
created within twelve months of the commencement of the
winding up shall be, unless it is proved that the company
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Disclaimer of
onerous
property.
immediately after the creation of the charge was solvent,
invalid, except to the amount of any cash paid to the company
at the time of or subsequently to the creation of, and in
consideration for, the charge, together with interest on that
amount at the rate of six per cent per annum or such other
rate as may for the time being be prescribed by order of the
Minister.
438. (1) Where any part of the property of a company
which is being wound up consists of land of any tenure
burdened with onerous covenants, of shares or stock in
bodies corporate, or unprofitable contracts, or of any other
property that is unsaleable, or not readily saleable, by reason
of its binding the possessor thereof to the performance of any
onerous act, or to the payment of any sum of money, the
liquidator of the company, notwithstanding that he has
endeavoured to sell or has taken possession of the property,
or exercised any act of ownership in relation thereto, may,
with the leave of the court and subject to the provisions of this
section, by writing signed by him, at any time within twelve
months after the commencement of the winding up or such
extended period as may be allowed by the court, disclaim the
property; but where any such property has not come to the
knowledge of the liquidator within one month after the
commencement of the winding up, the power under this
section of disclaiming the property may be exercised at any
time within twelve months after he has become aware thereof
or such extended period as may be allowed by the court.
(2) The disclaimer shall operate to determine, as
from the date of disclaimer, the rights, interest, and liabilities
of the company and the property of the company, in or in
respect of the property disclaimed, but shall not, except so far
as is necessary for the purpose of releasing the company and
the property of the company from liability, affect the rights or
liabilities of any other person.
(3) The court, before or on granting leave to
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disclaim, may require such notices to be given to persons
interested, and impose such terms as a condition of granting
leave, and make such other order in the matter as the court
thinks just.
(4) The liquidator shall not be entitled to disclaim
any property under this section in any case where an
application in writing has been made to him by any person
interested in the property requiring him to decide whether he
will or will not disclaim, and the liquidator has not, within a
period of twenty-eight days after the receipt of the application
or such further period as may be allowed by the court, given
notice to the applicant that he intends to apply to the court for
leave to disclaim, and, in the case of a contract, if the
liquidator, after such an application, does not within the said
period or further period disclaim the contract, the company
shall be deemed to have adopted it.
(5) The court may, on the application of any person
who is, as against the liquidator, entitled to the benefit or
subject to the burden of a contract made with a company,
make an order rescinding the contract on such terms as to
payment by or to either party of damages for the non-
performance of the contract, or otherwise as the court thinks
just, and any damages payable under the order to any such
person may be proved by him as a debt in the winding up.
(6) The court may, on an application by any person
who either claims any interest in any disclaimed property or
is under any liability not discharged by this Act in respect of
any disclaimed property and on hearing any such persons as
it thinks fit, make an order for the vesting of the property in
or the delivery of the property to any persons entitled thereto,
or to whom it may seem just that the property should be
delivered by way of compensation for such liability, or a
trustee for him, and on such terms as the court thinks just,
and on any such vesting order being made, the property
comprised therein shall vest accordingly in the person therein
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named in that behalf without any conveyance or assignment
for the purpose.
(7) Notwithstanding anything in subsection (6),
where the property disclaimed is of a leasehold nature, the
court shall not make a vesting order in favour of any person
claiming under the company, whether as under-lessee or a
mortgagee by demise, except upon terms of making that
person—
(a) subject to the same liabilities and
obligations as those to which the
company was subject under the lease
in respect of the property at the
commencement of the winding up; or
(b) if the court thinks fit, subject only to
the same liabilities and obligations as
if the lease had been assigned to that
person at that date,
and in either event, if the case so required, as if the lease had
comprised only the property comprised in the vesting order,
and any mortgagee or under-lessee declining to accept a
vesting order upon such terms shall be excluded from all
interest in and security upon the property, and, if there is no
person claiming under the company who is willing to accept
an order upon such terms, the court may vest the estate and
interest of the company in the property in any person liable
personally or in a representative character, and either alone or
jointly with the company to perform the lessee’s covenants in
the lease, freed and discharged from all incumbrances and
interests created therein by the company.
(8) Any person injured by the operation of a
disclaimer under this section shall be deemed to be a creditor
of the company to the amount of the injury, and may
accordingly prove the amount as a debt in the winding up.

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Interpretation.
Restriction of
rights of
creditor as to
execution or
attachment.
439. In sections 440 and 441—
“bailiff” includes any officer charged with the execution of a
writ or other process;
“goods” include all chattels personal.
440. (1) Where a creditor has issued execution against
the goods or lands of a company or has attached any debt due
to the company and the company is subsequently wound up,
he shall not be entitled to retain the benefit of the execution or
attachment against the liquidator in the winding up of the
company unless he has completed the execution or
attachment before the commencement of the winding up
but—
(a) where any creditor has had notice of a
meeting having been called at which a
resolution for voluntary winding up
is to be proposed, the date on which
the creditor so had notice shall for the
purposes of the foregoing provisions
be substituted for the date of the
commencement of the winding up;
(b) a person who purchases in good faith
under a sale by a bailiff any goods of
a company on which an execution has
been levied shall in all cases acquire a
good title to them against the
liquidator; and
(c) the rights conferred by this subsection
on the liquidator may be set aside by
the court in favour of the creditor to
such extent and subject to such terms
as the court may think fit.

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Duties of
bailiff as to
goods taken in
execution.
(2) For the purposes of this section—
(a) an execution against goods shall be
taken to be completed by seizure and
sale;
(b) an attachment of a debt shall be
deemed to be completed by receipt of
the debt; and
(c) an execution against land shall be
deemed to be completed from the
date of the order for sale or by seizure
as the case may be, and, in the case of
an equitable interest by the
appointment of a receiver.
441. (1) Subject to subsection (3), where any goods of a
company are taken in execution and, before the sale thereof or
the completion of the execution by the receipt or recovery of
the full amount of the levy, notice is served on the bailiff that
a provisional liquidator has been appointed or that a
winding-up order has been made or that a resolution for
voluntary winding up has been passed, the bailiff shall, on
being so required, deliver the goods and any money seized or
received in part satisfaction of the execution to the liquidator,
but the costs of the execution shall be a first charge on the
goods or money so delivered and the liquidator may sell the
goods, or a sufficient part thereof, for the purpose of
satisfying that charge.
(2) Subject to subsection (3), where under an
execution in respect of a judgment for a sum exceeding one
hundred dollars the goods of a company are sold or money is
paid in order to avoid sale, the bailiff must deduct the costs of
the execution from the proceeds of the sale or the money paid
and retain the balance for fourteen days, and if within that
time notice is served on him of a petition for the winding up
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Offences by
officers of
companies in
liquidation.
[6 of 1997]
of the company having been presented or of a meeting having
been called at which there is to be proposed a resolution for
the voluntary winding up of the company and an order is
made or a resolution is passed, as the case may be, for the
winding up of the company, the bailiff must pay the balance
to the liquidator, who shall be entitled to retain it as against
the execution creditor.
(3) The rights conferred by this section on the
liquidator may be set aside by the court in favour of the
creditor to such extent and subject to such terms as the court
thinks fit.
Offences
442. (1) Any person (being a past or present officer of
a company which at the time of the commission of the alleged
offence is being wound up, whether by the court or
voluntarily, or is subsequently ordered to be wound up by the
court or subsequently passes a resolution for voluntary
winding up), who—
(a) does not to the best of his knowledge
and belief fully and truly discover to
the liquidator all the property,
movable and immovable, of the
company, and how and whom and
for what consideration and when the
company disposed of any part
thereof, except such part as has been
disposed of in the ordinary way of the
business of the company;
(b) does not deliver up to the liquidator,
or as he directs, all such part of the
movable and immovable property of
the company as is in his custody or
under his control, and which he is
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required by law to deliver up;
(c) does not deliver up to the liquidator,
or as he directs, all books and papers
in his custody or under his control
belonging to the company and which
he is required by law to deliver up;
(d) within twelve months next before the
commencement of the winding up or
at any time thereafter conceals any
part of the property of the company to
the value of one hundred dollars or
upwards, or conceals any debt due to
or from the company;
(e) within twelve months next before the
commencement of the winding up or
at any time thereafter fraudulently
removes any part of the property of
the company to the value of one
hundred dollars or upwards;
(f) makes any material omission in any
statement relating to the affairs of the
company;
(g) knowing or believing that a false debt
has been proved by any person under
the winding up, fails for the period of
one month to inform the liquidator
thereof;

(h) after the commencement of the
winding up prevents the production
of any book or paper affecting or
relating to the property or affairs of
the company;
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(i) within twelve months next before the
commencement of the winding up or
at any time thereafter, conceals,
destroys, mutilates or falsifies, or is
privy to the concealment, destruction,
mutilation, or falsification of, any
book or paper affecting or relating to
the property or affairs of the
company;
(j) within twelve months next before the
commencement of the winding up or
at any time thereafter makes or is
privy to the making of any false entry
in any book or paper affecting or
relating to the property or affairs of
the company;
(k) within twelve months next before the
commencement of the winding up or
at any time thereafter fraudulently
parts with, alters or makes any
omission in, or is privy to the
fraudulent parting with, altering or
making any omission in, any
document affecting or relating to the
property or affairs of the company;
(l) after the commencement of the
winding up or at any meeting of the
creditors of the company within
twelve months next before the
commencement of the winding up
attempts to account for any part of
the property of the company by
fictitious losses or expenses;
(m) has within twelve months next before
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the commencement of the winding up
or at any time thereafter, by any false
representation or other fraud,
obtained any property for or on behalf
of the company on credit which the
company does not subsequently pay
for;
(n) within twelve months next before the
commencement of the winding up or
any time thereafter, under the false
pretence that the company is carrying
on its business, obtains on credit, for
or on behalf of the company, any
property which the company does not
subsequently pay for;
(o) within twelve months next before the
commencement of the winding up or
at any time thereafter pawns, pledges
or disposes of any property of the
company which has been obtained on
credit and has not been paid for,
unless such pawning, pledging or
disposing is in the ordinary way of
the business of the company; or
(p) is guilty of any false representation or
other fraud for the purpose of
obtaining the consent of the creditors
of the company or any of them to an
agreement with reference to the
affairs of the company or to the
winding up,
shall be guilty of an offence and shall, in the case of the
offences mentioned respectively in paragraphs (m), (n) and
(o), be liable on summary conviction to a fine of thirty
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Penalty for
falsification of
books.
Frauds by
officers of
companies
which have
gone into
liquidation.
thousand dollars and to imprisonment for six months and, in
the case of any other offence to a fine of fifteen thousand
dollars.
(2) It shall be a sufficient defence in proceedings
for an offence under paragraph (a), (b), (c), (d), (f), (n), or (o)
of subsection (1) if the accused proves that he had no intent to
defraud, and in proceedings for an offence under paragraph
(h), (i) or (j) of subsection (1) if he proves that he had no intent
to conceal the state of affairs of the company or to defeat the
law.
(3) Where any person pawns, pledges or disposes
of any property in circumstances which amount to an offence
under subsection (1)(o), every person who takes in pawn or
pledge or otherwise receives the property knowing it to be
pawned, pledged or disposed of in those circumstances shall
be guilty of an offence.
(4) For the purposes of this section, “officer”
includes any person in accordance with whose directions or
instructions the directors of a company have been accustomed
to act.
443. Any officer or contributory of a company being
wound up who destroys, mutilates, alters or falsifies any
books, papers, or securities, or makes or is privy to the
making of any false or fraudulent entry in any register, book
of account or document belonging to the company with intent
to defraud or deceive any person, shall be guilty of an offence.
444. Any person who, being at the time of the
commission of the alleged offence an officer of a company
which is subsequently ordered to be wound up by the court
or subsequently passes a resolution for voluntary winding
up—

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Liability where
proper
accounts not
kept.
(a) has by false pretences or by means of
any other fraud induced any person
to give credit to the company;
(b) with intent to defraud creditors of the
company, has made or caused to be
made any gift or transfer of or charge
on, or has caused or connived at the
levying of any execution against, the
property of the company; or
(c) with intent to defraud creditors of the
company, has concealed or removed
any part of the property of the
company since, or within two months
before, the date of any unsatisfied
judgment or order for payment of
money obtained against the company,
shall be guilty of an offence.
445. (1) If where a company is wound up it is shown
that proper books of account were not kept by the company
throughout the period of two years immediately preceding
the commencement of the winding up, or the period between
the incorporation of the company and the commencement of
the winding up, whichever is the shorter, every officer of the
company who was knowingly a party to the default of the
company, unless he shows that he acted honestly and that in
the circumstances in which the business of the company was
carried on the fault was excusable, shall be guilty of an
offence.
(2) For the purposes of this section, proper books
of account shall be deemed not to have been kept in the case
of any company if there have not been kept such books or
accounts as are necessary to exhibit and explain the
transactions and financial position of the trade or business of
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Fraudulent
trading.
the company, including books containing entries from day to
day in sufficient detail of all cash received and cash paid, and,
where the trade or business has involved dealings in goods,
statements of the annual stock-takings and (except in the case
of goods sold by way of ordinary retail trade) of all goods
sold and purchased, showing the goods and the buyers and
sellers thereof in sufficient detail to enable those goods and
those buyers and sellers to be identified.
446. (1) If in the course of the winding up of a
company it appears that any business of the company has
been carried on—
(a) with intent to defraud creditors of the
company or the creditors of any other
person or for any fraudulent purpose;
(b) with reckless disregard of the
company’s obligation to pay its debts
and liabilities; or
(c) with reckless disregard of the
insufficiency of the company’s assets
to satisfy its debts and liabilities,
the court, on the application of the Official Receiver or the
liquidator or any creditor or contributory of the company
may, if it thinks proper so to do, declare that any of the
officers whether past or present, of the company or any other
persons who were knowingly parties to the carrying on of the
business in that manner are personally responsible, without
any limitation of liability, for all or any of the debts or other
liabilities of the company, as far as the court may direct.
(2) Where the court makes any declaration referred
to in subsection ( 1 ) it may give such further directions as it
thinks proper for the purpose of giving effect to that
declaration, and in particular may make any provision for
making the liability of a person under the declaration a charge
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Power of court
to assess
damages
against
delinquent
directors, etc.
on any debt or obligation due from the company to him, or on
any mortgage or charge or any interest in any mortgage or
charge, on any assets of the company held by or vested in
him, or any company or person on his behalf or any person
claiming as assignee from or through the person liable to any
person acting on his behalf, and may from time to time make
such further order as may be necessary for the purpose of
enforcing any charge imposed under this subsection.
(3) For the purposes of subsection (2), “assignee”
includes any person to whom or in whose favour, by the
directions of the person liable, the debt, obligation, mortgage
or charge was created, issued or transferred or the interest
created, but shall not include an assignee for valuable
consideration (not including consideration by way of
marriage) given in good faith and without notice of any of the
matters on the ground of which the declaration is made.
(4) Where any business of a company is carried on
with such intent or for such purpose as is mentioned in
subsection (1), every person who was knowingly a party to
the carrying on of the business in that manner shall be guilty
of an offence.
447. (1) If in the course of winding up a company it
appears that any person who has taken part in the formation
or promotion of the company, or any past or present officer
or liquidator of the company, has misapplied or retained or
become liable or accountable for any money or property of
the company or been guilty of any misfeasance or breach of
trust in relation to the company, the court may, on the
application of the Official Receiver or of the liquidator, or of
any creditor or contributory, examine into the conduct of the
promoter, liquidator or officer, and compel him to repay or
restore the money or property or any part thereof respectively
with interest at such rate as the court thinks just, or to
contribute such sum to the assets of the company by way of
compensation in respect of the misapplication, retainer,
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Prosecution of
delinquent
officers and
members of a
company;
penalties.
[6 of 1997]
misfeasance or breach of trust as the court thinks just.
(2) The provisions of this section shall have effect
notwithstanding that the offence is one for which the offender
may be criminally liable.
448. (1) If it appears to the court in the course of a
winding up by the court, that any past or present officer, or
any member, of the company has been guilty of an offence in
relation to the company for which he is criminally liable the
court may, either on the application of any person interested
in the winding up or on its own motion, direct the liquidator
to refer the matter to the Director of Public Prosecutions.
(2) If it appears to the liquidator in the course of a
voluntary winding up that any past or present officer, or any
member, of a company has been guilty of an offence in
relation to the company for which he is criminally liable, he
shall forthwith report the matter to the Director of Public
Prosecutions and shall furnish to the Director such
information and give to him such access to and facilities for
inspecting and taking copies of any documents, being
information or documents in the possession or under the
control of the liquidator and relating to the matter in question,
as the Director may require.
(3) Where any report is made under subsection (2)
to the Director of Public Prosecutions, he may, if he thinks fit,
refer the matter to the Minister for further enquiry, and the
Minister may appoint an inspector under Division B of Part
VI to investigate the matter.
(4) If it appears to the court in the course of a
voluntary winding up that any past or present officer, or any
member, of the company has been guilty of any offence in
relation to the company for which he is criminally liable, and
that no report with respect to the matter has been made by the
liquidator to the Director of Public Prosecutions under
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subsection (2), the court may, on the application of any person
interested in the winding up or of its own motion, direct the
liquidator to make such a report, and on a report being made
accordingly the provisions of this section shall have effect as
though the report had been made in pursuance of subsection
(2).
(5) If, where any matter is reported or referred to
the Director of Public Prosecutions under this section, he
considers that the case is one in which a prosecution ought to
be instituted, the liquidator and every officer and agent of the
company past and present (other than the defendant in the
proceedings) shall give him all assistance in connection with
the prosecution which he is reasonably able to give.
(6) For the purposes of subsection (5), “agent”, in
relation to a company, shall be deemed to include any banker
or attorney-at-law of the company and any person employed
by the company as auditor, whether that person is or is not an
officer of the company.
(7) If any person fails or neglects to give assistance
in the manner required by subsection (5), the court may, on
the application of the Director of Public Prosecutions, direct
that person to comply with the requirements of that
subsection, and where any such application is made with
respect to a liquidator the court may, unless it appears that
the failure or neglect to comply was due to the liquidator not
having in his hands sufficient assets of the company to enable
him so to do, direct that the costs of the application shall be
borne by the liquidator personally.
(8) A person guilty of an offence under section
442(3), 443, 444, 445 or 446 shall on summary conviction be
liable to a fine of thirty thousand dollars and imprisonment
for six months.

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Disqualification
for
appointment
as liquidator.

Notification
that a company
is in
liquidation.

Failure to
comply with
section 450.

Exemption of
certain
documents
from stamp
duty on
winding up of
companies.

Supplementary Provisions as to Winding Up
449. A body corporate or an undischarged bankrupt
shall not be qualified for appointment as liquidator of a
company, whether in a winding up by the court or in a
voluntary winding up, and—
(a) any appointment made in contravention of
this provision shall be void; and
(b) any body corporate which or an
undischarged bankrupt who, acts as
liquidator of a company shall be guilty of an
offence.
450. Where a company is being wound up, whether
by the court or voluntarily, every invoice, order for goods or
business letter issued by or on behalf of the company or a
liquidator of the company, or a receiver or manager of the
property of the company, being a document on or in which
the name of the company appears, shall contain a statement
that the company is being wound up.
451. If default is made in complying with section 450,
the company and every officer of the company, and every
liquidator of the company and every receiver or manager,
who knowingly authorises or permits the default, shall be
guilty of an offence.
452. (1) In the case of a winding up by the court, or of
a creditors’ voluntary winding up, of a company—
(a) every assurance relating solely to
freehold or leasehold property, or to
any mortgage, charge or other
incumbrance on, or any right or
interest in, any movable or
immovable property, which forms
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c. 80:01

Books of
company to be
evidence.

Disposal of
books and
papers of
company.
part of the assets of the company and
which, after the execution of the
assurance, either at law or in equity, is
or remains, part of the assets of the
company; and
(c) every power of attorney, proxy, writ,
order, certificate, affidavit, bond or
other instrument or writing relating
solely to the property of any
company which is being so wound
up or to any proceeding under any
such winding up,
shall be exempt from duties chargeable under the Tax Act.
(2) In subsection (1), “assurance” includes deed,
conveyance, assignment, transfer and surrender.
453. Where a company is being wound up, all books
and papers of the company and of the liquidators shall, as
between the contributories of the company, be prima facie
evidence of the truth of all matters purporting to be recorded
therein.
454. (1) When a company has been wound up, and is
about to be dissolved, the books and papers of the company
and of the liquidators may be disposed of as follows,
namely—
(a) in the case of a winding up by the
court in such manner as the court
directs;
(b) in the case of a members’ voluntary
winding up, in such way as a general
meeting of the company by ordinary
resolution directs, and, in the case of a
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Information as
to pending
liquidations;
penalties.
[6 of 1997]
creditors’ voluntary winding up, in
such manner as the committee of
inspection or, if there is no such
committee, as a meeting of the
creditors of the company, by
resolution directs.
(2) After five years from the dissolution of the
company no responsibility shall rest on the company, the
liquidators or any person to whom the custody of the books
and papers has been committed, by reason of any book or
paper not being forthcoming to any person claiming to be
interested therein.
(3) Provision may be made by rules made under
section 462 for enabling the court to prevent, for such period
(not exceeding five years from the dissolution of the
company) as the court thinks proper, the destruction of the
books and papers of a company which has been wound up,
and for enabling any creditor or contributory of the company
to make representations to the court.
(4) If any person acts in contravention of any rules
made under section 462 for the purposes of this section or of
any direction of the court thereunder, he shall be guilty of an
offence.
455. (1) If where a company is being wound up the
winding up is not concluded within one year after its
commencement, the liquidator shall, at such intervals as may
be prescribed, until the winding up is concluded, send to the
Registrar a statement in the prescribed form and containing
the prescribed particulars with respect to the proceedings in
and position of the liquidator.
(2) Any person stating himself in writing to be a
creditor or contributory of the company shall be entitled, by
himself or by his agent, at all reasonable times, on payment of
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Unclaimed
assets.
Meetings to
the prescribed fee, to inspect the statement, and to receive a
copy thereof or extract therefrom.
(3) If a liquidator fails to comply with this section,
he shall be guilty of an offence and any person untruthfully
stating himself as provided in subsection (2) to be a creditor
or contributory shall be guilty of a contempt of court, and
shall, on the application of the liquidator or of the Official
Receiver, be punishable accordingly.
(4) A person guilty of an offence under this section,
except the offence of a contempt of court, or under sections
449, 451 and 453 shall on summary conviction be liable to a
fine of fifteen thousand dollars.
456. (1) If it appears either from any statement sent to
the Registrar under section 455 or otherwise that a liquidator
had in his hands or under his control any money representing
unclaimed or undistributed assets of the company which
have remained unclaimed or undistributed for six months
after the date of their receipt or any money held by the
company in trust in respect of dividends or other sums due to
any person as a member of the company, the liquidator shall
forthwith pay that money into court, and shall be entitled to
the prescribed certificate of receipt for the money so paid, and
that certificate shall be an effectual discharge to him in respect
thereof.
(2) Any person claiming to be entitled to any
money paid into court in pursuance of this section may apply
to the court for payment thereof, and the court may, on a
certificate by the liquidator that the person claiming is
entitled, make an order for the payment to that person of the
sum due.
Supplementary Powers of Court
457. The court may, as to all matters relating to the
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ascertain
wishes of
creditors or
contributories.

Affidavits, etc.

Power of court
to declare
dissolution of
company void.
[6 of 1997]
winding up of a company, have regard to the wishes of the
creditors or contributories of the company, as proved to it by
any sufficient evidence, and may, if it thinks fit, for the
purpose of ascertaining those wishes, direct meetings of the
creditors or contributories to be called, held and conducted in
such manner as the court directs, and may appoint a person
to act as Chairman of any such meeting and to report the
result thereof to the court.

458. (1) Any affidavit required to be sworn under the
provisions or for the purposes of this Part may be sworn in
Guyana or elsewhere before any court, judge, or person
lawfully authorised to take and receive affidavits.
(2) All courts, judges, justices, commissioners and
persons acting judicially shall take judicial notice of the seal
or stamp or signature, as the case may be, of any such court,
judge or person attached, appended, or subscribed to any
such affidavit, or to any other document to be used for the
purposes of this Part.
Provisions as to Dissolution
459. (1) Where a company has been dissolved
(otherwise than pursuant to section 487) the court may at any
time within two years of the date of the dissolution, on an
application being made for the purpose by the liquidator of
the company or by any other person who appears to the court
to be interested, make an order, upon such terms as the court
thinks fit, declaring the dissolution to have been void, and
thereupon such proceedings may be taken as might have been
taken if the company had not been dissolved.
(2) The person on whose application the order was
made shall, within seven days after the making of the order,
or such further time as the court allows, lodge with the
Registrar a copy of the order, and if that person fails so to do
he shall be guilty of an offence and shall on summary
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Outstanding
assets of
defunct
company to
vest in
Registrar.
conviction be liable to a fine of three thousand dollars.
460. (1) Where, after a company has been dissolved,
there remains any outstanding property, movable and
immovable, including things in action and whether within or
outside Guyana which was vested in the company or to
which it was entitled, or over which it had a disposing power
at the time it was dissolved, but which has not been realised
or otherwise disposed of or dealt with by the company or its
liquidator, such property shall, for the purposes of this
section and section 461 and notwithstanding any enactment
or rule of law to the contrary, by the operation of this section
be and become vested in the Registrar for all the interest
therein legal or equitable of the company or its liquidator at
the date the company was dissolved, together with all claims,
rights and remedies which the company or its liquidator then
had in respect thereof.
(2) Where any claim, right or remedy of the
liquidator may under this Act be made, exercised or availed
of only with the approval or concurrence of the court or some
other person, the Registrar may for the purposes of this
section make, exercise or avail himself of that claim, right or
remedy without such approval or concurrence.
(3) Property vested in the Registrar by operation
of this section shall be liable and subject to all charges, claims
and liabilities imposed thereon or affecting such property by
reason of any statutory provision as to rates, taxes, charges or
any other matter or thing to which such property would have
been liable or subject had such property continued in the
possession, ownership or occupation of the company; but
there shall not be imposed on the Registrar or the State any
duty, obligation or liability whatsoever to do or suffer any act
or thing required by any such statutory provision to be done
or suffered by the owner or occupier other than the
satisfaction or payment of any such charges, claims or
liabilities out of the assets of the company so far as they are in
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Disposal of
moneys.
the opinion of the Registrar properly available for and
applicable to such payment.
461. (1) Upon proof to the satisfaction of the Registrar
that there is vested in the Registrar by operation of section 460
or of an enactment of a proclaimed State (as declared by order
of the Minister, under section 467(3)) containing provisions
similar to provisions of section 467, any interest in property,
whether solely or together with any other person, of a
beneficial nature and not merely held in trust, the Registrar
may get in, sell or otherwise dispose of or deal with the
interest or any part thereof as the Registrar sees fit.
(2) The Registrar may sell or otherwise dispose of
or deal with any such property either solely or in concurrence
with any other person in such manner for such consideration,
by public auction, public tender or private contract upon such
terms and conditions as the Registrar thinks expedient, and
may make, execute and give such contracts, instruments and
documents as the Registrar thinks necessary.
(3) The Registrar shall be remunerated by such
commission, whether by way of percentage or otherwise as is
prescribed in respect of the exercise of powers conferred by
subsection (1).
(4) The moneys received by the Registrar in the
exercise of any of the powers conferred on the Registrar by
this section shall be applied in defraying all costs, expenses,
commission and fees incidental thereto and thereafter to any
payment authorised by section 460 or this section and the
surplus, if any, shall be paid into such account as is
prescribed, and the same shall, subject to the rules made
under section 462, be dealt with according to orders of the
court.
(5) Any claim, suit, or action for or in respect of
any moneys paid into the prescribed account shall be
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Rules.
presented, made, or instituted within twenty years next after
the dissolution of the company, after the expiration of which
period of time all moneys then or at any time thereafter
standing to the credit of the prescribed account shall, if there
be no such claim, suit, or action pending, or any order of the
court to the contrary, be paid into the Consolidated Fund.
Rules
462. (1) The Minister may make rules for any purpose
for which rules may be made under this Part, for carrying this
Part into effect and for making provision for or with respect
to the winding up and dissolution of companies and costs and
fees in connection therewith.
(2) The Minister may make rules with respect to
the recognition of and the giving effect to, in Guyana, any
order in the nature of a winding-up order made in a
designated state in relation to an external company
incorporated or formed in the designated state.
(3) Without limiting the generality of the power
of the Minister under subsection (2), rules made under that
subsection may provide—
(a) for the exercise in Guyana of the
powers of a liquidator under this Act
by a person appointed as liquidator in
a designated state;
(b) for the application, with or without
modification, of any of the provisions
of this Act relating to the winding up
of companies; and
(c) for the dissolution of an external
company and the disposal of its assets
in the country.
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Unregistered
company.
(4) Rules made under this section shall have effect
notwithstanding anything to the contrary in this Act.
(5) For the purposes of this section, “designated
state” means—
(a) any country which is a Member State
of the Caribbean Community; and
(b) any country designated under
subsection (6).
(6) Where it appears to the Minister that an
enactment in force in any country contains provisions similar
to the provisions of this section, he may, by order published
in the Gazette, designate the country for the purposes of this
section.
DIVISION E
Winding Up of Unregistered Companies
463. (1) For the purposes of this Division
“unregistered company” includes—
(a) an external company;
(b) any partnership, whether limited or
not, or association consisting of not
less than eight members; or
(c) any company not registered under
this Act or any corresponding
previous enactment,
but shall not include,
(i) a company incorporated under
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Winding up of
unregistered
companies.
this Act or any corresponding
previous enactment; or
(ii) any society or association
established under any
enactment designated by the
Minister by order published in
the Gazette .
(2) The provisions of this Division shall be in
addition to and not in restriction of any provisions contained
in this or any other Act with respect to winding up of
companies by the court and the court or liquidator may
exercise any powers or do any act in the case of unregistered
companies which might be exercised or done by it or him in
winding up of companies.
(3) The Minister may, from time to time, make an
order for the purpose of subsection (1) (c) (ii).
464. (1) Subject to this Division, any unregistered
company may be wound up under this Part, which Part shall
apply to an unregistered company with the following
adaptations—
(a) the principal place of business of the
company in Guyana shall for all the
purposes of the winding up be the
registered office of the company;
(b) no such company shall be wound up
voluntarily;
(c) the circumstances in which the
company may be wound up are—
(i) if the company is dissolved or
has ceased to have a place of
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business in Guyana or has a
place of business in Guyana
only for the purpose of winding
up its affairs or has ceased to
carry on business in Guyana;
(ii) if the company is unable to pay
its debts;
(iii) if the court is of the opinion
that it is just and equitable that
the company should be wound
up; or
(iv) in the case of an external
company, in such a case as is
referred to in section 354(d).
(2) An unregistered company shall be deemed to
be unable to pay its debts if—
(a) a creditor to whom the company is
indebted in a sum exceeding five
hundred dollars then due has served
on the company, by leaving at its
principal place of business in Guyana
or by delivering to the secretary or
some director, manager or principal
officer of the company, or on a person
authorised by an external company to
accept service of process, or by
otherwise serving in such manner as
the court approves or directs, a
demand under his hand requiring the
company to pay the sum so due and
the company has for three weeks after
the service of the demand neglected
to pay the sum or to secure or
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compound for it to the satisfaction of
the creditor;
(b) any action or other proceeding has
been instituted against any member
for any debt or demand due or
claimed to be due from the company
or from him in his character of
member, and, notice in writing of the
institution of the action or proceeding
having been served on the company
by leaving it at its principal place of
business in Guyana or by delivering it
to the secretary or some director,
manager or principal officer of the
company, or on a person authorised
by an external company to accept
service of process, or by otherwise
serving it in such manner as the court
approves or directs, the company has
not within ten days after service of the
notice paid, secured or compounded
for the debt or demand or procured
the action or proceeding to be stayed
or indemnified the defendant to his
reasonable satisfaction against the
action or proceeding and against all
costs, damages and expenses to be
incurred by him by reason thereof;
(c) execution or other process issued on a
judgment, decree or order obtained in
any court in favour of a creditor
against a company or any member
thereof as such or any person
authorised to be sued as nominal
defendant on behalf of the company is
returned unsatisfied;
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Contributories
in winding up
of unregistered
company.
(d) it is otherwise proved to the
satisfaction of the court that the
company is unable to pay its debts.
(3) A company incorporated outside Guyana may
be wound up as an unregistered company under this Division
notwithstanding that it is being wound up or has been
dissolved or has otherwise ceased to exist as a company
under or by virtue of the laws of the place under which it was
incorporated.
465. (1) On an unregistered company being wound up
every person shall be a contributory—
(a) who is liable to pay or contribute to
the payment of—
(i) any debt or liability of the
company;
(ii) any sum for the adjustment of
the rights of the members
among themselves; or
(iii) the costs and expenses of
winding up; or
(b) where the company has been
dissolved in the place in which it is
formed or incorporated, who
immediately before the dissolution
was so liable,
and every contributory shall be liable to contribute to the
assets of the company all sums due from him in respect of any
such liability.

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Power of court
to stay or
restrain
proceedings.
Outstanding
assets of
defunct
unregistered
company.
(2) On the death or bankruptcy of any contributory
the provisions of this Act with respect to the personal
representatives of deceased contributories and the trustees of
bankrupt contributories respectively apply.
466. (1) The provisions of this Act with respect to
staying and restraining actions and proceedings against a
company at any time after the presentation of a petition for
winding up and before the making of a winding up order
shall, in the case of an unregistered company where the
application to stay or restrain is by a creditor, extend to
actions and proceedings against any contributory of the
company.
(2) Where an order has been made for winding
up an unregistered company no action or proceeding shall be
proceeded with or commenced against any contributory of
the company in respect of any debt of the company except by
leave of the court and subject to such terms as the court may
impose.
467. (1) Where an unregistered company, the place of
incorporation or origin of which is in a proclaimed State, has
been dissolved and there remains in Guyana any outstanding
property which was vested in the company or to which it was
entitled or over which it had a disposing power at the time it
was dissolved, but which was not got in, realised, or
otherwise disposed of or dealt with, by the company or its
liquidator before the dissolution, the property shall, by the
operation of this section be and become vested for all the
estate and interest therein legal or equitable of the company
or its liquidator at the date the company was dissolved, in
such person as is entitled thereto according to the law of the
place of incorporation or origin of the company.
(2) Where the place of origin of an unregistered
company is Guyana, the provisions of sections 460 and 461
shall apply with such adaptations as may be necessary in
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Responsibility.
Service upon
the Registrar.

Register of
companies
respect of that company.
(3) Where it appears to the Minister that an
enactment in force in any Member State of the Caribbean
Community contains provisions similar to the provisions of
this section, he may, by order published in the Gazette, declare
that State to be a proclaimed State for the purposes of this
section.
PART VI
ADMINISTRATION AND GENERAL
DIVISION A
FUNCTIONS OF THE REGISTRAR
Registrar of Companies
468. (1) The Registrar of Companies shall under the
general supervision of the Minister, be responsible for the
administration of this Act.
(2) A seal may be prescribed by the Minister for
use by the Registrar in the performance of his duties.
469. A document may be served upon the Registrar by
leaving it at the office of the Registrar or by sending it by telex
or by prepaid post or cable addressed to the Registrar at his
office.
Register of Companies
470. The Registrar must maintain a Register of
Companies in which to keep the name of every body
corporate—
(a) that is—

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Inspection of
register.
(i) incorporated under this Act;
(ii) continued as a company under this
Act;
(iii) registered under this Act; or
(iv) restored to the register pursuant to
this Act; and
(b) that has not been subsequently struck off
that Register.
471. (1) A person who has paid the prescribed fee
shall be 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 Registrar,
except a report sent to him under section 507(2).
(2) The Registrar must, upon request and
payment of the prescribed fee, furnish any person with a copy
or certified copy of any document received by the Registrar
under this Act, except a report received by him pursuant to
section 507(2).
(3) If the records maintained by the Registrar are
prepared and maintained in other than a written form—
(a) the Registrar must furnish any copy
required to be furnished under this
Act in an intelligible written form;
and
(b) a report reproduced from those
records, if it is certified by the
Registrar, shall be admissible in
evidence to the same extent as the
original written records would be.
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Notice to
directors, etc.

Presumption
of receipt.

Undelivered
documents.
Notice waiver.
Notices and Documents
472. (1) A notice or document required by this Act, the
regulations, articles or the by-laws to be sent to a shareholder
or director of a company may be sent by telex or by prepaid
post or cable addressed to, or may be delivered personally
to—
(a) the shareholder at his latest address as
shown in the records of the company
or its transfer agent; and
(b) the director at his latest address as
shown in the records of the company
or in the latest notice filed under
section 67 or 75.
(2) A director named in a notice sent by a
company to the Registrar under section 67 or 75 and filed by
the Registrar shall be, for the purposes of this Act, a director
of the company referred to in the notice.
473. A notice or document sent in accordance with
section 472 to a shareholder or director of a company shall, for
the purpose of this Act, be presumed to be received by him at
the time it would be delivered in the ordinary course of mail.
474. If a company sends a notice or document to a
shareholder in accordance with section 472 and the notice or
document is returned on three consecutive occasions because
the shareholder cannot be found, the company need not send
any further notices or documents to the shareholder until he
informs the company in writing of his new address.
475. Where a notice or document is required to be sent
pursuant to this Act, the sending of the notice or document
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
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Certificate by
company.
Evidentiary
value.
Copies.
Filed articles.
the person entitled to the notice or document.
476. A certificate issued on behalf of a company
stating any fact that is set out in the articles, the by-laws, 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 company is a party, may be signed by a
director, an officer or a transfer agent of the company.
477. When introduced as evidence in any civil,
criminal or administrative action or proceeding—
(a) a fact stated in a certificate referred to in
section 476;
(b) a certified extract from a register of
shareholders or debenture-holders of a
company; or
(c) a certified copy of minutes or extracts from
minutes of a meeting of shareholders,
directors or a committee of directors of a
company,
shall, in the absence of evidence to the contrary, be proof of
the fact so certified without proof of the signature or official
character of the person appearing to have signed the
certificate.
478. Where a notice or document is required by this
Act to be sent to the Registrar, he may accept a photostatic or
photographic copy of the notice or document.
479. (1) Where this Act requires that articles relating to
a company be sent to the Registrar, unless otherwise
specifically provided—
(a) two copies, in this section called
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“duplicate originals”, of the articles
must be signed by a director or an
officer of the company or, in the case
of articles of incorporation, by the
incorporator; and
(b) upon receiving duplicate originals of
any articles and any other required
documents and the prescribed fees,
the Registrar 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;
(iii) file a copy of the certificate and
attached articles;
(iv) send to the company or its
representative the original
certificate and attached articles;
and
(v) publish in the Gazette notice of
the issue of the certificate.
(2) A certificate referred to in subsection (1) and
issued by the Registrar may be dated as of the day he receives
the articles pursuant to which the certificate is issued.
(3) A signature required on a certificate referred to
in subsection (1) may be printed or otherwise mechanically
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Alteration of
documents.

Correction of
documents.

Proof of
documents.
Retention of
documents.
reproduced on the certificate.
480. The Registrar may alter a notice or document,
other than an affidavit or statutory declaration, if so
authorised by the person who sent him the notice or
document or by the representative of that person.
481. (1) If a certificate that contains an error is issued
to a company by the Registrar, the directors or shareholders
of the company must, upon the request of the Registrar, pass
the resolutions and send to the Registrar the documents
required to comply with this Act, and take such other steps as
the Registrar may reasonably require, and the Registrar may
demand the surrender of the certificate and issue a corrected
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 Registrar must forthwith give notice of the
correction in the Gazette.
482. (1) The Registrar may require that a document or
a fact stated in a document required or sent to him pursuant
to this Act be verified in accordance with subsection (2).
(2) A document or fact required by this Act or by
the Registrar to be verified may be verified by affidavit or
affirmation.
(3) The Registrar 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
person or by the attorney- at-law for the body corporate.
483. The Registrar need not produce any document of
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Registrar’s
certificate.

Refusal power.
a prescribed class after five years from the date he received it.
484. (1) The Registrar may furnish any person with a
certificate stating—
(a) that a body corporate has or has not
sent to the Registrar a document
required to be sent to him pursuant to
this Act;
(b) that a name, whether that of a
company or not, is or is not on the
register; or
(c) that a name, whether that of a
company or not, was or was not on
the register on a stated date.
(2) Where this Act requires or authorises the
Registrar to issue a certificate or to certify any fact, the
certificate or the certification must be signed by the Registrar
or by his deputy.
485. (1) The Registrar may refuse to receive, file or
register a document submitted to him, if he is of the opinion
that the document—
(a) contains matter contrary to law;
(b) by reason of any omission or error in
description, has not been duly
completed;
(c) does not comply with the
requirements of this Act;
(d) contains an error, alteration or erasure;

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Filing form.

Striking off
register.
(e) is not sufficiently legible; or
(f) is not sufficiently permanent for his
records.
(2) The Registrar may request that a document
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 Registrar
is accompanied with a statutory declaration by an attorney-at-
law that the document contains no matter contrary to law and
has been duly completed in accordance with the requirements
of this Act, the Registrar may accept the declaration as
sufficient proof of the facts therein declared.
486. Every document sent to the Registrar must be
typed or printed on durable paper.
Removal from Register
487. (1) The Registrar may strike off the register a
company or other body corporate, if—
(a) the company or other body corporate
fails to send any return, notice,
document or prescribed fee to the
Registrar as required pursuant to this
Act;
(b) the company is dissolved;
(c) the company or other body corporate
is amalgamated with one or more
other companies or bodies corporate;
(d) the company does not carry out an
undertaking given under section
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Liability
continues.

Service on
company.
491(a) (i); or
(e) the registration of the body corporate
is revoked pursuant to this Act.
(2) Where the Registrar is of the opinion that a
company or other body corporate is in default under
subsection (l)(a), he must send it a notice advising it of the
default and stating that, unless the default is remedied within
twenty-eight days after the date of the notice, the company or
other body corporate will be struck off the register.
(3) Section 489 shall apply mutatis mutandis to the
notice mentioned in subsection (2).
(4) After the expiration of the time mentioned in
the notice, the Registrar may strike the company or other
body corporate off the register and publish a notice thereof in
the Gazette.
(5) Where a company or other body corporate is
struck off the register, the Registrar 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.

488. Where a body corporate is struck off the register,
the liability of the body corporate and of every director,
officer or shareholder of the body corporate shall continue
and may be enforced as if it had not been struck off the
register.
Service
489. A notice or document may be served on a
company—
(a) by leaving it at, or sending it by telex
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Reservation of
name.
Prohibited
name.

or by prepaid post or cable addressed
to, the registered office of the
company; or
(b) by personally serving any director,
officer, receiver, receiver-manager or
liquidator of the company.
Company Names
490. The Registrar may, upon request and upon
payment of the prescribed fee, reserve for twelve months a
name for an intended company or for a company about to
change its name.
491. The name of a company—
(a) must not be the same as or similar to
the name or business name of any
other person or of any association,
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
(i) if required by the Registrar 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 Registrar in
the case of an association,
partnership or firm, undertakes
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Refusal of
articles.
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 Guyana before the
commencement of this Act;
(c) must not suggest or imply a
connection with the State, or the
Government or of any Ministry,
department, branch, bureau, service,
agency or activity of the Government,
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 Guyana unless the
university or professional association
concerned consents in writing to the
use of the proposed name; and
(f) must not be a name that is prohibited
by the regulations.
492. The Registrar may refuse to accept articles of
incorporation or continuation for a company or to register
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articles amending the name of a company 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 in which the company
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 secondary 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 services 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 company that was dissolved;
(d) it contains the word or words “credit
union”, “co-operative”, or “co-op”,
when it connotes a co-operative
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Amalgamation
companies.

Revival name.

Interpretation.
venture; or
(e) it is, in the opinion of the Registrar,
for any reason, objectionable.
493. If two or more companies amalgamate, the
amalgamated company may have—
(a) the name of one of the amalgamating
companies;
(b) a distinctive combination, that is not
confusing, of the names of the
amalgamating companies; or
(c) a distinctive new name that is not
confusing.
494. Where a company has been revived under this
Act, if, between the date of its dissolution and the date of its
revival, another company has been granted a name that is
likely to be confused with the name of the revived company,
the Registrar may require as a condition of its revival that the
revived company shall not carry on business or, if it seeks to
carry on business, that it changes its name immediately after
it is revived.
DIVISION B
INSPECTIONS AND INVESTIGATIONS OF
COMPANIES
General
495. (1) In this Division—
“company”, includes an external company carrying on
business within Guyana;
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“interested person”, in relation to a company, means—
(a) a person who is or was an officer of a
company as defined in section 2 of
this Act;
(b) a person who acts or has at any time
acted as banker, attorney-at-law,
auditor or in any other capacity for
the company;
(c) a person who—
(i) has, or has at any time had, in
his possession any property of
the company;
(ii) is indebted to the company; or
(iii) is capable of giving information
concerning the affairs of the
company; and
(d) where an inspector has reasonable
grounds for suspecting or believing
that a person is a person of a kind
referred to in paragraph (c), that
person.
(2) Where an inspector is appointed to investigate
a company he shall have power to investigate any other
company which belongs or has, at any time, belonged to the
same group of companies as the company if he considers it
necessary to do so for the purpose of investigating the
company in relation to which he was appointed.

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Appointment
of inspector by
Minister.
Inspection
496. (1) An application for the appointment of one or
more inspectors to investigate—
(a) affairs of a company;
(b) shareholding in, or trading in the
shares of, a company;
(c) compliance or non-compliance with
the requirements of this Act relating
to disclosure of shareholding in a
company; or
(d) such of the affairs of a company as are
specified in the application,
may be made to the Minister by instrument in writing.

(2) Where an application is made under this
section the applicant shall furnish such information in
connection with the application as the Minister reasonably
requires to enable him to determine whether there are
reasonable grounds for appointing one or more inspectors.
(3) Where it appears to the Minister whether on his
own motion or as a result of an application made under
subsection (1) that—
(a) it is desirable for the protection of the
public or members or creditors of a
company or of holders of debentures
of a company;
(b) it is in the public interest because
fraud, misfeasance or other
misconduct by a person who is or has
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Notice of
appointment,
etc., to be
published.

Powers of
inspectors.
been concerned with the affairs of a
company is alleged; or
(c) in any case it is in the public interest,
to appoint one or more inspectors to make an investigation of
a company, he may by instrument in writing appoint one or
more inspectors.
(4) The Minister shall, in the instrument
appointing any inspector, specify full particulars of the
appointment, including—
(a) the matters in which the investigation
is to be made;
(b) the period in respect of which the
investigation is to be made; and
(c) the terms and conditions of the
appointment including terms and
conditions relating to remuneration.
(5) The Minister may by notice in writing given to
an inspector terminate his appointment at any time.
497. Notice of the appointment, and notice of the
termination of the appointment, of an inspector shall be
published in the Gazette.
498. (1) An inspector may require an interested person
in relation to a company being investigated by notice in
writing in accordance with the prescribed form given in the
prescribed manner—
(a) to produce to the inspector such
books of the company and other
books relating to the affairs of the
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Examination of
interested
persons.
[6 of 1997]
company as are in the custody or
under the control of the interested
person;
(b) to give to the inspector all reasonable
assistance in connection with the
investigation; and
(c) to appear before the inspector for
examination on oath.
(2) An inspector may administer the oath referred
to in subsection (1)(c).
(3) Where books are produced to an inspector
under this Division, the inspector may take possession of the
books for such period as he considers necessary for the
purposes of the investigation, and during that period he shall
permit a person who would be entitled to inspect any one or
more of those books, if they were not in the possession of the
inspector, to inspect at all reasonable times such of those
books as that person would be so entitled to inspect.
499. (1) Where a company is being investigated under
this Division, an interested person in relation to the company
who—
(a) refuses or fails to comply with a
requirement under section 498 to the
extent to which he is able to comply
with it;
(b) in purported compliance with such a
requirement knowingly or recklessly
furnishes information that is false or
misleading in a material particular; or
(c) when appearing before an inspector
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for examination in pursuance of such
a requirement—
(i) makes a statement that is false
or misleading in a material
particular; or
(ii) refuses or fails to take an oath,
shall be guilty of an offence and shall on summary conviction
be liable to a fine of fifteen thousand dollars.
(2) An attorney-at-law acting for an interested
person in relation to a company—
(a) may attend the examination; and
(b) may, to the extent that the inspector
permits—
(i) address the inspector; and
(ii) examine the officer,
in relation to matters in respect of which the inspector has
questioned the interested person.
(3) An interested person is not excused from
answering a question put to him by the inspector on the
ground that the answer might tend to incriminate him but,
where the interested person claims, before answering the
question, that the answer might tend to incriminate him,
neither the question nor the answer shall be admissible in
evidence against him in criminal proceedings other than
proceedings under subsection (1) or in relation to a charge of
perjury in respect of the answer.
(4) A person who complies with the requirements
of an inspector under section 498 shall not incur any liability
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Interested
person failing
to comply with
requirements of
this Division.
Inspectors’
reports.
to any person by reason only of that compliance.
(5) A person required to attend for examination
under this Division shall be entitled to such allowances and
expenses as are from time to time prescribed.
(6) Regulations for the purposes of subsection (5)
may be made by reference to a scale of expenses for witnesses
who attend before the court.
500. (1) Where an interested person in relation to a
company fails to comply with a requirement of an inspector
appointed to investigate the company, the inspector may,
unless the interested person proves that he had lawful excuse
for his failure, apply to the court for an order under
subsection (2).
(2) Where an inspector applies to the court under
subsection (1), the court may inquire into the case and—
(a) order the interested person concerned
to comply with the requirement of the
inspector within such period as if
fixed by the court; or
(b) if the court is satisfied that the
interested person failed without
lawful excuse to comply with the
requirement of the inspector, punish
him in like manner as if he had been
guilty of contempt of court and, if it
sees fit, also make an order pursuant
to paragraph (a).
501. (1) An inspector may, and if so directed by the
Minister shall, make interim reports to the Minister, and on
the conclusion of the investigation shall make a final report to
the Minister.
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Proceedings on
inspectors’
report.

Expenses of
investigation.
(2) Any such report shall be written or printed, as
the Minister directs.
(3) The Minister shall cause—
(a) a copy of any final report made by an
inspector to be forwarded to the
registered office of the company
concerned; and
(b) a copy of the report to be furnished,
on request and on payment of the
prescribed fee to any person who is a
member, shareholder, debenture-
holder or creditor to the company or
of any other company dealt with in
the report by virtue of section 495(2),
and may also cause the report to be printed and published.
502. If from any report made under section 501 it
appears to the Minister that an offence may have been
committed by any person and that the case is one in which a
prosecution ought to be instituted, the Minister shall refer the
matter to the Director of Public Prosecutions for consideration
of the question whether a prosecution should be instituted.
503. (1) Subject to subsection (2), the expenses of an
investigation shall be borne by the State.
(2) Where, following on a reference under section
502, a person is prosecuted for and convicted of an offence,
the court before which that person is convicted may, on the
application of the prosecutor, order that person to reimburse
the State, pursuant to subsection (1), in respect of the
investigations which led to the report giving rise to that
reference.
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Orders may be
made by the
Minister.
[6 of 1997]
504. (1) Where an investigation into a company is
being made under this Division and it appears to the Minister
that facts concerning shares in, or debentures of, the company
or rights relating to the issue of shares by the company cannot
be ascertained because an interested person in relation to the
company has failed or refused to comply with a requirement
of an inspector under section 502, the Minister may, by order
published in the Gazette, make one, or more than one, of the
following orders, namely—
(a) an order restraining a person from
disposing of any interest in shares in.
or debentures of, the company;
(b) an order restraining a person from
acquiring shares in, or debentures, of,
the company;
(c) an order restraining the exercise of
any voting or other rights attached to
shares in the company;
(d) an order directing a person who is
registered as the holder of shares in
respect of which an order under this
section is in force to give notice in
writing of that order to any person
whom he knows to be entitled to
exercise a right to vote attached to
those shares;
(e) an order directing the company not to
make payment, except in the course of
winding up, of any sum due from the
company in respect of shares in, or
debentures of, the company;
(f) an order directing the company not to
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Application for
winding up.
register the transfer or transmission of
shares in, or debentures of, the
company; or
(g) an order directing the company not to
issue shares to a person who holds
shares in the company by reason of
his holding shares in the company nor
in pursuance of an offer made to such
a person by reason of his holding
shares in the company.
(2) A copy of an order under subsection (1) and of
any order by which it is rescinded, revoked, altered or varied
shall be served on the company to which it refers.
(3) Where an order under subsection (1) is in force
a person aggrieved by the order may apply to the court for
revocation or variation of the order and the court may, if it is
satisfied that it is reasonable to do so, revoke or vary the
order and any order by which it has been altered or varied.
(4) A person who contravenes an order made
under subsection (1) shall be guilty of an offence.
(5) Where an offence under subsection (4) is
committed by a company, every officer (as defined in section
2) of the company in default shall be guilty of an offence.
(6) A person shall on summary conviction for an
offence under subsection (4) or (5) be liable to a fine of fifteen
thousand dollars.
505. (1) Where a report of an investigation under this
Division has been made by an inspector in respect of a
company, application may be made to the court by the
Minister for the winding up of the company under Part V.

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Investigation
order.
(2) Upon the making of the application, the
provisions of this Act shall, with such adaptations as are
necessary, apply as if—
(a) in the case of a company not being an
external company carrying on
business within Guyana, proceedings
for the winding up have been
commenced by the company; and
(b) in the case of an external company
carrying on business within Guyana,
proceedings for an order for the
affairs of the company so far as its
assets in Guyana are concerned to be
wound up in Guyana had been
commenced in the court by a creditor
of the company in the place in which
it is incorporated or formed.

Investigation
506. (1) A shareholder or debenture-holder of a
company, or the Registrar, 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 company and
any of its affiliated companies.
(2) If, upon an application under subsection (1) in
respect of a company, it appears to the court that—
(a) the business of the company or any of
its affiliates is or has been carried on
with intent to defraud any person;
(b) the business or affairs of the company
or any of its affiliates are or have been
carried on in a manner, or the powers
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Court 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 shareholder or debenture- holder;
(c) the company or any of its affiliates
was formed for a fraudulent or
unlawful purpose or is to be dissolved
for a fraudulent or unlawful purpose;
or
(d) persons concerned with the
formation, business or affairs of the
company or any of its affiliates have
in connection therewith acted
fraudulently or dishonestly,
the court may order that an investigation be made of the
company and any of its affiliated companies.
(3) If a shareholder or debenture-holder makes an
application under subsection (1), he must give the Registrar
reasonable notice thereof, and the Registrar shall be entitled
to appear and be heard in person or by an attorney-at-law.
(4) An ex parte application under this section must
be heard in camera.
(5) No person shall publish anything relating to an
ex parte proceeding except with the authorization of the court
or the written consent of the company that is being or to be
investigated.
507. (1) In connection with an investigation under this
Division in respect of a company, the court may make any
order it thinks fit, including—

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(a) an order to investigate;
(b) an order appointing an inspector,
who may be the Registrar, and fixing
the remuneration of the inspector 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 hearing 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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Inspector’s
powers.
In camera
hearing.

Incriminating
evidence.
(i) an order requiring an inspector to
make an interim or final report to the
court;
(j) an order determining whether a
report of an inspector should be
published and, if so, ordering the
Registrar 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
(l) an order requiring the company to
pay the costs of the investigation.
(2) An inspector must send to the Registrar a copy
of every report made by the inspector under this Division.
508. (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 section
507(1).
509. (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 directions 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 an attorney-at-law.
510. No person shall be excused from attending and
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Privilege
absolute.

Ownership
interest.
giving 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
proceeding 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 the
evidence.
511. An oral or written statement or report made by
an inspector or any other person in an investigation under
this Division shall have absolute privilege.
Inquiries
512. (1) If the Registrar is satisfied that, for the
purposes of Division F of Part II or Division E of Part III, there
is reason to inquire into the ownership or control of a share or
debenture of a company or any of its affiliates, the Registrar
may require any person that he reasonably believes has or has
had an interest in the share or debenture or acts or has acted
on behalf of a person with such an interest, to furnish to the
Registrar, or to any person the Registrar appoints—
(a) information that the person has or can
reasonably be expected to obtain as to
present and past interests in the share
or debenture; and
(b) the names and addresses of the
persons so interested and of any
person who acts or has acted in
relation to the share or debenture on
behalf of the person so interested.
(2) For the purposes of subsection (1), a person
shall have an interest in a share or debenture, if—
(a) he has a right to vote or to acquire or
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Client
privileges.

Inquiries.

Regulations.
dispose of the share or debenture or
any interest therein; or
(b) his consent is necessary for the
exercise of the rights or privileges of
any other person interested in the
share or debenture; or
(c) any other person interested in the
share or debenture can be required or
is accustomed to exercise rights or
privileges attached to the share or
debenture in accordance with his
instructions.
513. Nothing in this Division shall affect the privileges
that exist in respect of an attorney-at-law and his client.
514. The registrar may make of any person any
inquiries that relate to compliance with this Act by any
persons.
DIVISION C
Regulations
515. The Minister may make such regulations as are
required for the better administration of this Act and, in
particular, the Minister may make regulations—
(a) prescribing any matter required or
authorised by this Act to be
prescribed, otherwise than by rules;
(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 Registrar
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Name offence.
[6 of 1997]
is required or authorised to take
under this Act, and prescribing the
amount thereof;
(c) prescribing forms for the purposes of
this Act;
(d) respecting the preservation of
registers, records or documents and
their destruction and the
presumptions which may or shall be
made with respect to entries in
registers;
(e) respecting the names of companies or
classes thereof;
(f) respecting the authorised capital of
companies;
(g) respecting the preferences, rights,
conditions, restrictions, limitations or
prohibitions attaching to shares or
classes or series of shares of
companies;
(h) respecting the designation of classes
of shares; and
(i) respecting any other matter required for the
efficient administration of this Act.
DIVISION D
Offences and Penalties
516. A company that contravenes section 9 shall be
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Abuse of
corporate
status.
[6 of 1997]

Reports.
[6 of 1997]

guilty of an offence and shall be liable on summary conviction
to a fine of fifteen thousand dollars.
517. Each of the individuals who carry on business
under a name part of which is “incorporated” or the
abbreviation “inc.” shall be guilty of an offence and shall be
liable on summary conviction to a fine of three thousand
dollars.
518. (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 Registrar
or to any other person; and
(b) 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
circumstances in which it was
made,
shall be guilty of an offence and shall be liable on summary
conviction to a fine of fifteen thousand dollars and to
imprisonment for six months.
(2) A person shall not be 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.
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Prohibition
against offering
shares or
debentures to
the public.
[6 of 1997]
(3) When an offence under subsection (1) is
committed 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 shall also be guilty of the offence and liable on
summary conviction to a fine of fifteen thousand dollars and
to imprisonment for six months.
519. (1) This section shall commence on a date to be
appointed by the Minister by order published in the Gazette,
which date shall not be earlier than the date on which a stock
exchange is established in Guyana.
(2) Any person, other than an exempted person,
who offers to the public for purchase shares in, or debentures
of, a body corporate shall be guilty of an offence and shall be
liable on summary conviction to a fine of fifteen thousand
dollars.
(3) For the purposes of subsection (2), an
“exempted person” shall be—
(a) a member of the stock exchange
established in Guyana, or of any stock
exchange established in a country
which is a Member State of the
Caribbean Community and
designated by the Minister;
(b) a person, firm, body corporate or
institution designated by the Minister
as an institutional investor; or
(c) a person acting on behalf of any such
member, person, firm, body corporate
or institution.
(4) The Minister may make an order—
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Specific
offences.
[6 of 1997]
(a) appointing a date for the purposes of
subsection (1);
(b) designating any stock exchange for
the purposes of subsection (3)(a); or
(c) designating a person, firm, body
corporate or institution for the
purposes of subsection (3)(b).
520. (1) A person shall be guilty of an offence and
liable on summary conviction to a fine of thirty thousand
dollars and to imprisonment for six months—
(a) who without reasonable cause
contravenes section 193;
(b) who without reasonable cause
contravenes section 197;
(c) who wilfully contravenes sections
287, 294, 296 or 300;
(d) who without reasonable cause
contravenes section 253(5);
(e) who wilfully contravenes section 146
or 147;
(f) who without reasonable cause fails to
comply with a requirement of the
Registrar under section 512 to report
to the Registrar any information or
any names or addresses of persons
sought by the Registrar under that
section;
(g) who, being a proxy holder or
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Company
offences.
[6 of 1997]

alternate proxy holder, fails without
reasonable cause to comply with the
directions of a shareholder under
section 149(1);
(h) who, being a registrant within the
meaning of this Act, knowingly
contravenes section 150;
(i) who, being an auditor or former
auditor of a company, contravenes
section 179(1) without reasonable
cause; or
(j) who, being a director or officer of a
company knowingly contravenes
section 183.
(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, permitted or acquiesced in the act or omission
that constituted the offence shall also be guilty of an offence
and liable on summary conviction to a fine of thirty thousand
dollars and to imprisonment for six months.
521. (1) A company shall be guilty of an offence and
liable on summary conviction to a fine of thirty thousand
dollars, if—
(a) the company contravenes sections 298,
299, 301 or 303;
(b) the management of the company
without reasonable cause fails to
comply with section 145(1); or

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General
offence.
[6 of 1997]

Defence re
prospectuses.

Order to
comply.

Limitation.
(c) the company without reasonable
cause contravenes section 155.
(2) When a company is guilty of an offence under
this section, any director or officer of the company who
knowingly authorised, acquiesced in or permitted the
contravention shall also be guilty of an offence and liable on
summary conviction to a fine of thirty thousand dollars and
to imprisonment for six months.
522. Every person who, without reasonable cause
contravenes, within the meaning of section 532, a provision of
this Act or the regulations shall be guilty of an offence and, if
no punishment is elsewhere in this Act provided for that
offence shall be liable on summary conviction to a fine of
thirty thousand dollars.
523. In a prosecution for an offence under this Act
arising out of an untrue statement or wilful non-disclosure in
a prospectus, it shall be a defence for the person charged to
prove that the statement or non- disclosure was immaterial or
that he had reasonable grounds to believe and did, up to the
time of the issue of the prospectus, believe that the statement
was true or non-disclosure was immaterial.
524. 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.
525. 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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Civil remedies
unaffected.

Affiliated
bodies
corporate.

“Control” of
body corporate.

“Holding” and
“subsidiary”.
526. No civil remedy for any act or omission shall be
affected by reason that the act or omission is an offence under
this Act.
DIVISION E
CONSTRUCTION AND INTERPRETATION OF ACT
Corporate Relationships
527. For the purposes of this Act—
(a) one body corporate shall be 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.
528. For the purposes of this Act, a body corporate
shall be 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.
529. For the purposes of this Act—
(a) a body corporate shall be the holding
body corporate of another if that other
body corporate is its subsidiary; and
(b) a body corporate shall be a subsidiary
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“Distribution”
to public.
of another body corporate if it is
controlled by that other body
corporate.
Public Distribution of Corporate Securities
530. (1) For the purposes of this Act—
(a) a share or debenture of a body
corporate shall be part of a
distribution to the public, when, in
respect of the share or debenture—
(i) there has been, under the laws
of Guyana or any other
jurisdiction, a filing of a
prospectus, statement in lieu of
prospectus, registration
statement, stock exchange,
take-over bid circular or similar
instrument; or
(ii) the share or debenture is listed
for trading on any stock
exchange wherever situated;
and
(b) a share or debenture of a body
corporate shall be deemed to be part
of a distribution to the public where
the share or debenture has been
issued and a filing referred to in
paragraph (a)(i) would be required if
the share or debenture were being
issued currently.
(2) For the purposes of this Act, the shares or
debentures of a company that are issued upon a conversion of
other shares or debentures of a company, or in exchange for
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“Offer” to the
public.
other shares or debentures, shall be part of a distribution to
the public if any of those others were part of a distribution to
the public.
(3) For the purposes of this Act—
(a) a statement shall be included in a
prospectus or in a statement in lieu of
a prospectus if it is included in any
report or memorandum appearing on
the face thereof or by reference
incorporated therein or issued
therewith;
(b) a statement included in a prospectus
or statement in lieu of prospectus
shall be deemed to be untrue if it is
misleading in the form and context in
which it is included; and
(c) a reference to an offer or offering of
shares or debentures for subscription
or purchase shall be deemed to
include an offer of shares or
debentures by way of barter or
otherwise.
531. (1) Any reference in this Act to offering shares or
debentures to the public must include, unless the contrary
intention appears, a reference to offering them to any section
of the public, whether selected as clients of the person issuing
the prospectus or in any other manner; and references in this
Act or in the articles of a company to invitations to the public
to subscribe for shares or debentures must, unless the
contrary intention appears, be similarly construed.
(2) Subsection (1) shall not require that any offer or
invitation be treated as being made to the public if the offer or
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“Shall”, use of.
invitation can properly be regarded, in all the circumstances,
as not being calculated to result, directly or indirectly, in the
shares or debentures becoming available for subscription or
purchase by persons other than those receiving the offer or
invitation, or otherwise 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
company that prohibits invitations to the public to subscribe
for shares or debentures shall not prohibit the making of an
invitation to the shareholders, debenture-holders or
employees of the company.
Legislative Expression
532. (1) Where the auxiliary “shall” is used in a
provision of this Act—
(a) to require a person to do or refrain
from doing some act, matter or thing;
or
(b) to require that some 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,
the provision is imperative and default in complying with it
constitutes a contravention of this Act.
(2) Unless otherwise expressly provided, default in
complying with an imperative provision referred to in
subsection (1) shall not invalidate any act, matter or thing
done in contravention of the provision nor prevent the latter
doing of that act, matter or thing in accordance with the
provision.

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“May”, use of.
“Must”, use of.
(3) Compliance with a provision referred to in
subsection (1) shall be enforceable in any court of competent
jurisdiction notwithstanding that the contravention of the
provision is punishable or has been punished pursuant to
statute.
533. (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 shall be construed, so far as it can be done without
allowing the statute to be made an instrument 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 shall not be 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
shall be within the sole and absolute discretion of the person
to whom the permission or power is given.
534. (1) Where the auxiliary “must” is used in a
provision of this Act—
(a) to require a person to 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
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status,
the provision shall impose 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) shall 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 shall
be enforceable in any court of competent jurisdiction.
(4) A person aggrieved by a breach of a duty or
obligation 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 shall 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 shall
be mandatory and default in complying with it, unless it is
otherwise provided—
(a) frustrates the purpose;

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Definition of
technical
words.
(b) vitiates the status;
(c) nullifies the appointment to the office;
or
(d) vacates the tenure in the office,
to which the qualification or condition is attached, but
without affecting the operation of subsections (2) to (4).
Corporate and Other Expressions
535. In this Act,
“affairs” means, in relation to any company or other body
corporate, the relationship among the company or body
corporate, its affiliates and the shareholders, directors
and officers thereof, but shall not include any businesses
carried on by the companies or other bodies corporate;
“affiliate” means an affiliated company or affiliated body
corporate within the meaning of section 527;
“associate” when used to indicate a relationship with any
persons means—
(a) a company or body corporate of
which that person beneficially owns
or controls, directly or indirectly,
shares or debentures convertible into
shares, that carry more than twenty
per cent of the voting rights—
(i) under all circumstances;
(ii) by reason of the occurrence of
an event that has occurred and
is continuing; or
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(iii) by reason of a currently
exercisable option or right to
purchase those shares or those
convertible debentures;
(b) a partner of that person acting on
behalf of the partnership of which
they are partners;
(c) a trust in which that person has a
substantial beneficial interest or in
respect of which he serves as a trustee
or in a similar capacity;
(d) a spouse of that person;
(e) a child or adopted child of that
person; and
(f) relative of that person or of his spouse
if that relative has the same residence
as that person;
“auditor” includes a partnership of auditors;
“beneficial interest” or “beneficial ownership” includes
ownership through a trustee, legal representative, agent
or other intermediary;
“body corporate” includes a company within the meaning of
section 2(1) or other body corporate wherever or
however incorporated;
“corporate instruments” includes any statute, letters patent,
memorandum of association, articles of association,
certificate of incorporation, certificate of continuance, by-
laws, regulations or other instrument by which a body
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corporate is incorporated or continued or that governs or
regulates the affairs of a body corporate;
“debenture” includes debenture stock and any bond or other
instrument evidencing an obligation or guarantee,
whether secured or not;
“director”, in relation to a body corporate means a person
occupying therein the position of a director by whatever
title he is called, and “directors” and “board of directors”
include a single director;
“external company” means a company as defined in section
249(2);
“group of companies” means two or more bodies corporate
one of which is the holding company of the other or
others;
“incorporator” means, in relation to a company, a person who
signs the articles of incorporation of the company;
“legal representative”, in relation to a company, shareholder,
debenture- holder or other person, means a person who
stands in place of and represents the company,
shareholder, debenture-holder or person and, without
limiting the generality of the foregoing, includes, as the
circumstances require, a trustee, executor, administrator,
assignee, or receiver of the company, shareholder,
debenture-holder or person;
“ordinary resolution” means a resolution passed by a
majority of the votes cast by the shareholders who
voted in respect of that resolution;
“record” includes any register, book or other record that is
required to be kept by a company or other body
corporate;
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c. 81:01
“redeemable share” means a share issued by a company—
(i) that the company can purchase or
redeem upon demand of the
company; or
(ii) that the company is required by its
articles to purchase or redeem at a
specified time or upon the demand of
a shareholder;
“resident” means a person who is “resident in Guyana”
within the meaning of the Income Tax Act;
“security interest” means a security interest within the
meaning of section 95;
“send” includes deliver;
“series”, in relation to shares, means a division of a class of
shares;
“share” includes stock;
“shareholder”, in relation to a company, includes—
(a) a person who agrees to become
a member of a company and
whose name is entered in the
company’s register of members;
(b) a subscriber to the articles of
incorporation of a company
who is deemed for the
purposes of paragraph (a) to
have agreed to become a
member of the company and
whose name is entered in the
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Statutory
declaration
under certain
provisions.
company’s register of members;
(c) the personal representative of a
deceased shareholder;
(d) the trustee in bankruptcy of a
bankrupt shareholder; and
(e) 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;
“special resolution” means a resolution—
(a) 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
(b) signed by all the shareholders
entitled to vote on the
resolution.
DIVISION F
MISCELLANEOUS AND CONSEQUENTIAL MATTERS
536. (1) This section shall apply to a statutory
declaration referred to in sections 38(2), 39(3), 40(3) or 54(2).
(2) A statutory declaration to which this section
applies—
(a) shall be in the form, and deposed to in
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the manner prescribed;
(b) shall set out the declaration required
by the relevant section;
(c) shall give particulars of the
transaction or matter in relation to
which the declaration is being made;
and
(d) shall contain a statement to the effect
that the deponents are satisfied that,
in all the circumstances of the case,
the declaration may be made.
(3) Where there is failure to comply with
subsection (2) and it is proved—
(a) that the directors of a company made
and lodged with the Registrar a
statutory declaration to which this
section applies;
(b) that within twelve months after the
date on which the declaration was so
lodged the winding up of the
company is commenced; and
(d) that the debts of the company were not
paid or provided for in full within
twelve months after the commencement
of the winding up,
it shall be presumed, until the contrary is proved, that the
directors made the declaration reckless as to whether it was
true or false.
(4) A prosecution for an offence under subsection
(2) shall be commenced not later than three years after the
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Repeal.
[13 of 1995]
No. 13 of 1979

References to
Companies
Act.
date on which the statutory declaration concerned was
lodged with the Registrar.
(5) A shareholder or creditor of a company may
apply to the court for an order that a statutory declaration to
which this section applies, be declared void on the ground
that the circumstances of the particular case do not warrant
the making of the declaration, and on the application the
court may make any order it deems fit.
(6) An application under subsection (5) shall be
made not later than one month after the date on which the
statutory declaration concerned was lodged with the
Registrar.
537. (1) The former Act is hereby repealed.
(2) Notwithstanding subsection (1) but subject to
this Act, the provisions of the former Act shall continue to
apply so far as is necessary to enable a former-Act company
to function until it is continued under this Act or wound up
under Part V of this Act.
(3) Notwithstanding the repeal of the former Act
by subsection (1) the Companies Winding Up Rules made
under section 230 of the former Act, to the extent to which
they could be made under this Act, subject to the power of the
Minister to amend or repeal them, continue in force as if they
were made under this Act and shall be construed with any
necessary modifications and qualifications.
(4) The Rate of Interest Act 1979 is hereby
repealed.
538. (1) A reference in an unrepealed written law to
the former Act shall, as regards a transaction, matter or thing
subsequent to the commencement of this Act, be construed
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Transitional.
Repeal effect.
and applied, unless the context otherwise requires as a
reference to the provisions of this Act that relate to the same
subject-matter as the provisions of the former Act; but if there
are no provisions in this Act that relate to the same subject-
matter, the former Act shall be construed and applied as
unrepealed so far as it is necessary to do so to maintain or
give effect to the unrepealed provision.

(2) Subsection (1) shall not apply in respect of the
enactments specifically amended by this Act.
539. (1) Where in any written law the expression
“registered under the Companies Act” occurs, the expression,
unless the context otherwise requires, shall refer to
incorporation, continuation or registration under this Act in
respect of all transactions, matters or things subsequent to the
commencement of this Act.
(2) Where in any other written law the expression
“memorandum of association” or “articles of association”
occurs, those expressions, unless the context otherwise
requires, shall refer respectively to articles of incorporation
and by-laws within the meaning of this Act.
(3) Where in any written law a reference is made to
winding up under, or to the winding up provisions of, the
former Act, then, unless the context otherwise requires, it
shall refer, in respect of all transactions, matters or things
subsequent to the commencement of this Act, to winding up
or dissolution under this act.
(4) This section shall not apply in respect of the
enactments specifically amended by this Act.
540. (1) Notwithstanding section 537, when, on the
commencement of this Act any proceedings under Part IV of
the former Act are pending in respect of the winding-up of
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s. 285
any body corporate under that Act, those proceedings may be
continued under that Part in all respects as if this Act had not
been enacted.
(2) When, on the commencement of this Act, an
amalgamation agreement entered into under the former Act
and approved by the court under that Act is in the course of
being filed with the Registrar of Companies or is in his hands,
the amalgamation may be continued and effected under that
Act as if this Act had not been enacted, unless the parties to
the amalgamation withdraw the amalgamation agreement by
notice in writing.
____________________
FIRST SCHEDULE
MATTERS TO BE SPECIFIED IN PROSPECTUS AND
REPORTS TO BE SET OUT THEREIN
PART I
MATTERS TO BE SPECIFIED
1. The number of founders or management or
deferred shares, if any, and the nature and extent of the
interest of the holders in the property and profits of the
company.
2. The number of shares, if any, fixed by the by-laws
as the qualification of a director, and any provision in the
articles as to the remuneration of the directors.
3. The names, descriptions and addresses of the
directors or proposed directors.
4. Where shares are offered to the public for
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subscription, particulars as to—
(a) the minimum amount which, in the
opinion of the directors, must be
raised by the issue of those shares in
order to provide the sums, or, if any
part thereof is to be defrayed in any
other manner, the balance of the
sums, required to be provided in
respect of each of the following
matters—
(i) the cost of any property
acquired or to be acquired
which is to be defrayed in
whole or in part out of the
proceeds of the issue;
(ii) any preliminary expenses
payable by the company, and
any commission so payable to
any person in consideration of
his agreeing to subscribe for, or
of his procuring or agreeing to
procure subscriptions for, any
shares in the company;
(iii) the repayment of any moneys
borrowed by the company in
respect of any of the foregoing
matters;
(iv) working capital; and
(b) the amounts to be provided in respect
of the matters aforesaid otherwise
than out of the proceeds of the issue
and the sources out of which those
amounts are to be provided.
5. The time of the opening of the subscription lists.
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6. The amount payable on application and allotment
of each share, and, in the case of a second or subsequent offer
of shares, the amount offered for subscription on each
previous allotment made within two preceding years, the
amount actually allotted, and the amount, if any, paid on the
shares so allotted.
7. The number, description and amount of any shares
in or debentures of the company which any person has, or is
entitled to be given, an option to subscribe for, together with
the following particulars of the option, that is to say—
(a) the period during which it is
exercisable;
(b) the price to be paid for shares or
debentures subscribed for under it;
(c) the consideration (if any) given or to
be given for it or for the right to it;
(d) the names and addresses of the
persons to whom it or the right to it
was given or, if given to existing
shareholders or debenture-holders as
such, the relevant shares or
debentures.
8. The number and amount of shares and debentures
which within the two preceding years have been issued, or
agreed to be issued, as fully or partly paid up otherwise than
in cash, and in the latter case the extent to which they are so
paid up, and in either case the consideration for which those
shares or debentures have been issued or are proposed or
intended to be issued.
9. (1) As respects any property to which this
paragraph applies—
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(a) the names and addresses of the
vendors;

(b) the amount payable in cash, shares or
debentures to the vendor and, where
there is more than one separate
vendor, or the company is a sub-
purchaser, the amount so payable to
each vendor;
(c) short particulars of any transaction
relating to the property completed
within the two preceding years in
which any vendor of the property to
the company or any person who is, or
was at the time of the transaction, a
promoter or a director or proposed
director of the company had any
interest direct or indirect.
(2) The property to which this paragraph applies is
property purchased or acquired by the company or proposed
to be purchased or acquired, which is to be paid for wholly or
partly out of the proceeds of the issue offered for subscription
by the prospectus or the purchase of the property, other than
property—
(a) the contract for the purchase or
acquisition whereof was entered into
in the ordinary course of the
company’s business the contract not
being made in contemplation of the
issue nor the issue in consequence of
the contract; or
(b) as respects which the amount of the
purchase money is not material.

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10. The amount, if any, paid or payable as purchase
money in cash, shares or debentures for any property to
which paragraph 9 applies, specifying the amount, if any,
payable for goodwill.
11. The amount, if any, paid within the two preceding
years, or payable, as commission (but not including
commission to sub-underwriters) for subscribing or agreeing
to subscribe, or procuring or agreeing to procure
subscriptions, for any shares in or debentures of the company,
or the rate of any such commission.
12. The amount or estimated amount of preliminary
expenses.
13. Any amount or benefit paid or given within the
two preceding years or intended to be paid or given to any
promoter, and the consideration for the payment or the giving
of the benefit.

14. The dates of, parties to, and general nature of
every material contract, not being a contract entered into in
the ordinary course of the business carried on or intended to
be carried on by the company or a contract entered into more
than two years before the date of issue of the prospectus, and
a reasonable time and place at which any such material
contract or a copy thereof may be inspected.
15. The names and addresses of the auditors, if any, of
the company.
16. Full particulars of the nature and extent of the
interest, if any, of every director in the promotion of, or in the
property proposed to be acquired by, the company, or, where
the interest of such a director consists in being a partner in a
firm, the nature and extent of the interests of the firm, with a
statement of all sums paid or agreed to be paid to him or to
the firm in cash or shares or otherwise by any person either to
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induce him to become, or to qualify him as, a director, or
otherwise, for services rendered by him or by the firm in
connection with the promotion or formation of the company.
17. If the prospectus invites the public to subscribe for
shares in the company and the share capital of the company is
divided into different classes of shares, the right of voting at
meetings of the company conferred by, and the rights in
respect of capital and dividends attached to, the several
classes of shares respectively.
18. In case of a company which has been carrying on
business, or of a business which has been carried on for less
than three years, the length of time during which the business
of the company or the business to be acquired, as the case
may be, has been carried on.
PART II
REPORTS TO BE SET OUT
19. (1) A report by the auditors of the company with
respect to—
(a) profits and losses and assets and
liabilities, in accordance with sub-
paragraph (2) or (3) as the case
requires;
(b) the rates of the dividends, if any, paid
by the company in respect of each
class of shares in the company in
respect of each of the three financial
years immediately preceding the issue
of the prospectus, giving particulars
of each such class of shares on which
such dividends have been paid in
respect of any class of shares in
respect of any of those years,
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and, if no accounts have been made up in respect of any part
of the period of three years ending on the date three months
before the issue of the prospectus, containing a statement of
the fact.
(2) If the company has no subsidiaries, the report
shall—
(a) so far as regards profits and losses,
deal with the profits or losses of the
company in respect of each of the
three financial years immediately
preceding the issue of the prospectus;
and
(b) so far as regards assets and liabilities
deal with the assets and liabilities of
the company at the last date to which
the accounts of the company were
made up.
(3) If the company has subsidiaries, the report
shall—
(a) so far as regards profits and losses,
deal separately with the company’s
profits or losses as provided by sub-
paragraph (2) and in addition, deal
either—
(i) as a whole with the combined
profits or losses, of its
subsidiaries, so far as they
concern members of the
company; or
(ii) individually with the profits or
losses of each subsidiary so far
as they concern members of the
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company, or, instead of dealing
separately with the company’s
profits or losses, deal as a
whole with the profits or losses
of the company and, so far as
they concern members of the
company with the combined
profits or losses of its
subsidiaries; and

(b) so far as regards assets and liabilities,
deal separately with the company’s
assets and liabilities as provided by
sub-paragraph (2) and, in addition,
deal either—
(i) as a whole with the combined
assets and liabilities of its
subsidiaries, with or without
the company’s assets and
liabilities; or
(ii) individually with the assets and
liabilities of each subsidiary,
and shall indicate as respects the assets and liabilities of the
subsidiaries the allowance to be made for persons other than
members of the company.
20. If the proceeds, or any part of the proceeds, of the
issue of the shares or debentures are or is to be applied
directly or indirectly in the purchase of any business, a report
made by accountants (who shall be named in the prospectus)
upon—
(a) the profits or losses of the business in
respect of each of the three financial
years immediately preceding the issue
of the prospectus; and
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(b) the assets and liabilities of the
business at the last date to which the
accounts of the business were made
up.
21.(1) If—
(a) the proceeds, or any part of the
proceeds, of the issue of the shares or
debentures are or is to be applied
directly or indirectly in any manner
resulting in the acquisition by the
company of shares in any other body
corporate; and
(b) by reason of that acquisition or
anything to be done in consequence
thereof or in connection therewith
that body corporate will become a
subsidiary of the company,
a report made by accountants (who shall be named in the
prospectus) upon—
(c) the profits or losses of the other body
corporate in respect of each of the
three financial years immediately
preceding the issue of the prospectus;
and
(d) the assets and liabilities of the other
body corporate at the last date to
which the accounts of the body
corporate were made up.
(2) The said report shall—

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(a) indicate how the profits or losses of
the other body corporate dealt with
by the report would, in respect of the
shares to be acquired, have concerned
members of the company and what
allowance would have fallen to be
made, in relation to assets and
liabilities so dealt with, for holders of
other shares, if the company had at all
material times held the shares to be
acquired; and
(b) where the other body corporate has
subsidiaries, deal with the profits or
losses and the assets and liabilities of
the body corporate and its
subsidiaries in the manner provided
by subparagraph (3) of paragraph 19
in relation to the company and its
subsidiaries.
PART III
PROVISIONS APPLYING TO PARTS I AND II OF THIS
SCHEDULE
22. The provisions of this Schedule with respect to the
qualification, remuneration and interest of directors, the
names, descriptions and addresses of directors or proposed
directors, and the amount or estimated amount of the
preliminary expenses, shall not apply in the case of a
prospectus issued more than two years after the date on
which the company is registered.
23. Every person shall, for the purposes of this
Schedule, be deemed to be a vendor who has entered into
contract, absolute or conditional, for the sale or purchase, or
for any option of purchase, of any property to be acquired by
the company, in any case where—
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(a) the purchase money is not fully paid
at the date of the issue of the
prospectus;
(b) the purchase money is to be paid or
satisfied wholly or in part out of the
proceeds of the issue offered for
subscription by the prospectus;
(c) the contract depends for its validity or
fulfilment on the result of that issue.
24. Where any property to be acquired by the
company is to be taken on lease, this Schedule shall have
effect as if the expression “vendor” included the lessor, and
the expression “purchase money” included the consideration
for the lease, and the expression “sub-purchaser” included a
sub-lessee.
25. Reference in paragraph 7 to subscribing for shares
or debentures shall include acquiring them from a person to
whom they have been allotted or agreed to be allotted with a
view to his offering them for sale.
26. For the purposes of paragraph 9 where the
vendors or any of them are a firm, the members of the firm
shall be treated as separate vendors.
27. If in the case of a company which has been
carrying on business, or of a business which has been carried
on, for less than three years, the accounts of the company or
business have only been made up in respect of two years or
one year, Part II shall have effect as if references to two years
or one year, as the case may be, were substituted for
references to three years.
28. The expression “financial year” in Part II means
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the year in respect of which the accounts of the company or of
the business, as the case may be, are made up, and where by
reason of any alteration of the date on which the financial
year of the company or business have been made up for a
period greater or less than a year, that greater or less period
shall for the purpose of the said Part be deemed to be a
financial year.
29. Any report required by Part II shall either indicate
by way of note any adjustments as respects the figures of any
profits or losses or assets and liabilities dealt with by the
report which appear to the persons making the report
necessary or shall make those adjustments and indicate that
adjustments have been made.
30. Any report by accountants required by Part II shall
be made by accountants qualified under this Act for
appointment as auditors of a company and shall not be made
by any accountant who is an officer or employee, or a person
who is a partner of or in the employment of an officer or
employee of the company; and for the purposes of this
paragraph the expression “officer” shall include a proposed
director but not an auditor.
___________________
SECOND SCHEDULE
STATEMENT IN LIEU OF PROSPECTUS
PART I
Statement in Lieu of Prospectus Lodged for registration by
[Insert the name of the company.]
The Share Capital of the Company Divided
into ......
Amount (if any) of above capital which
Shares
Shares
Shares

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consists of redeemable shares.
The date on or before which these shares are,
or are liable, to be redeemed.
Names, descriptions and addresses of
directors or proposed directors.
If the share capital of the company is
divided into different classes of shares, the
right of voting at meetings of the company
conferred by, and the right in respect of
capital and dividend attached to, the
several classes of shares, respectively.
Number of shares and debentures issued
within the two years preceding the date of
this statement or proposed or agreed to be
issued otherwise than in cash.
The consideration for the issue or intended
issue of those shares and debentures.
Number and description of any shares or
debentures which any person has or is
entitled to be given an option to subscribe
for, or to acquire from a person to whom
they have been allotted or agreed to be
allotted with a view to his offering them
for sale.
Period during which option is exercisable.
Minimum price to be paid for shares or
debentures subscribed for or acquired
under option.
Consideration for option or right to option.
Persons to whom option or right to option
was given or, if given to existing
shareholders or debenture holders as such,
the relevant shares or debentures.
Shares
1. Shares
2. Debentures
3. Consideration
1. Shares and
debentures
2. Until
3. $
4. Consideration.
5. Names and
addresses

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Names and addresses of vendors of property
purchased or acquired, or proposed to be
purchased or acquired by the company
except where the contract for its purchase
or acquisition was entered into in the
ordinary course of the business intended
to be carried on by the company or the
amount of purchase money is not material.
Amount (in cash, shares, or debentures)
payable to each separate vendor.
Amount (if any) paid or payable (in cash or
shares or debentures) for any such
property, specifying amount (if any) paid
or payable for goodwill.
Total purchase
price $
Cash $
Shares $
Debentures $
Goodwill $
Short particulars of any transaction relating
to any such property which was compiled
within the two preceding years and in
which any vendor to the company or any
person who is, or was at the time thereof, a
promoter, director, or proposed director of
the company had any interest direct or
indirect.
Amount (if any) paid or payable as
commission for subscribing or agreeing to
subscribe or procuring or agreeing to
procure subscriptions for any shares or
debentures in the company; or
Rate of the Commission
Amount or rate of brokerage
The number of shares, if any, which persons
have agreed for a commission to subscribe
absolutely.
Amount or estimated amount of preliminary
expenses.
Amount paid:$
Amount payable:$
Per cent

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By whom those expenses have been paid or
are payable
Amount paid or intended to be paid to any
promoter.
Consideration for the payment
Any other benefit given or intended to be
given to any promoter.
Consideration for giving of benefit
Dates of, parties to, and general nature of
every material contract (other than
contracts entered into in the ordinary
course of the business intended to be
carried on by the company or entered into
more than two years before the delivery of
this statement).
Time and place at which the contracts or
copies thereof or (1) in the case of a
contract not reduced into writing a
memorandum giving full particulars
thereof, and (2) in the case of a contract
wholly or partly in a foreign language, a
copy of a translation in English or
embodying a translation in English of the
parts in a foreign language, as the case
may be, being a translation certified in the
prescribed manner to be a correct
translation may be inspected.
Names and addresses of the auditors of the
company (if any).
Full particulars of the nature and extent of
the interest of every director, and of every
expert, in the promotion of or in the
Name of
prompter:
Amount: $
Consideration:
Name of
promoter:
Nature and value
of benefit:
Consideration:
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property proposed to be acquired by the
company, or, where the interest of such a
director or expert consists in being a
partner in a firm, the nature and extent of
the interest of the firm with a statement of
all sums paid or agreed to be paid to him
or to the firm in cash or shares, or
otherwise, by any person (in the case of a
director) either to induce him to become,
or to qualify him as, a director, or
otherwise for service rendered by him or
by the firm in connection with the
promotion or formation of the company or
(in the case of an expert) for services
rendered by him or the firm in connection
with the promotion or formation of the
company.
PART II
REPORTS TO BE SET OUT
1. Where it is proposed to acquire a business, a report
by accountants (who shall be named in the statement) with
respect to—
(a) the profits or losses of the business in
respect of each of the five financial
years immediately preceding the
lodging of the statement with the
Registrar; and
(b) the assets and liabilities of the
business at the last date to which the
accounts of the business were made
up.
2. (1) Where it is proposed to acquire shares in a body
corporate which by reason of the acquisition or anything to be
done in consequence thereof or in connection therewith will
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become a subsidiary of the company, a report by accountants
(who shall be named in the statement) with respect to the
profits and losses and assets and liabilities of the other body
corporate in accordance with subparagraph (2) or (3), as the
case requires, indicating how the profits or losses of the other
body corporate dealt with by the report would, in respect of
the shares to be acquired, have concerned members of the
company, and what allowance would have fallen to be made,
in relation to assets and liabilities so dealt with, for holders of
other shares, if the company had at all material times held the
shares to be acquired.
(2) If the other body corporate has no subsidiaries,
the report referred to in subparagraph (1) shall—
(a) so far as regards profits and losses,
deal with the profits or losses of the
other body corporate in respect of
each of the five financial years
immediately preceding the delivery of
the statement to the Registrar; and
(b) so far as regards assets and liabilities,
deal with the assets and liabilities of
the other body corporate at the last
date to which the accounts of the
body corporate were made up.
(3) If the other body corporate has subsidiaries, the
report referred to in subparagraph (1) shall—
(a) so far as regards profits and losses,
deal separately with the profits or
losses of the other body corporate as
provided by subparagraph (2), and in
addition deal as aforesaid either—
(i) as a whole with the combined
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profits or losses of its
subsidiaries, or
(ii) individually with the profits or
losses of each subsidiary,
or instead of dealing separately with the profits or losses of
the other body corporate, deal as aforesaid as a whole with
the profits or losses of the other body corporate and with the
combined profits or losses of its subsidiaries; and
(b) so far as regards assets and liabilities,
deal separately with the assets and
liabilities of the other body corporate,
as provided by subparagraph (2),
and, in addition, deal as aforesaid
either—
(i) as a whole with the combined
assets and liabilities of its
subsidiaries, with or without
the assets and liabilities of the
other body corporate; or
(ii) individually with the assets and
liabilities of each subsidiary,
and shall indicate as respects the profits or losses and the
assets and liabilities of the subsidiaries the allowance to be
made for persons other than members of the company.
NOTE: Where a company is not required to furnish any
of the reports referred to in this Part, a
statement to that effect giving the reasons
therefor should be furnished.
(Signatures of the person above named
as directors or proposed directors or
of their agents authorised in writing)
Date:
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s. 62

Commission.
Lost share
certificates, etc.
[6 of 1997]
PART III
PROVISIONS APPLYING TO PARTS I AND II OF THIS
SCHEDULE
3. In this Schedule the expression “vendor” includes
any person who is a vendor for the purpose of the First
Schedule, and the expression “financial year” has the
meaning assigned to it in Part III of that Schedule.
4. If in the case of a business which has been carried
on or of a body corporate which has been carrying on
business, for less than five years, the accounts of the business
or body corporate have only been made up in respect of four
years, three years, two years, or one year, Part II of this
Schedule shall have effect as if references to four years, three
years, two years or one year, as the case may be, were
substituted for references to five years.
5. Any report required by Part II of this Schedule shall
either indicate by way of note any adjustments as respects the
figures of any profits or losses or assets and liabilities dealt
with by the report which appear to the persons making the
report necessary or shall make those adjustments and indicate
that adjustments have been made.
____________________
THIRD SCHEDULE
BY-LAWS
1. The company may exercise the power under section
49 of the Act of paying commission.
2. When a share certificate or debenture is lost,
destroyed or defaced it may be renewed on payment of a fee
of thirty dollars and on such terms (if any) as to evidence and
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Lien.
indemnity and the payment of the expenses of the company
of investigating evidence as the directors think fit.
3. (1) The company shall have a first and paramount
lien on every share (not being a fully paid share) for all
moneys (whether presently due or not) payable in respect of
that share, and the company shall also have a first and
paramount lien on all shares (other than fully paid shares)
standing registered in the name of a single person for all
moneys presently payable by him or his estate to the
company, but the directors may at any time declare any share
to be wholly or in part exempt from the provisions of this
paragraph; the company’s lien, if any, on a share shall extend
to all dividends payable thereon.
(2) The company may sell, in such manner as the
directors think fit, any shares on which the company has a
lien, but no sale shall be made unless a sum in respect of
which the lien exists is presently payable, nor until the
expiration of fourteen days after a notice in writing, stating
and demanding payment of such part of the amount in
respect of which the lien exists as is presently payable, has
been given to the registered holder for the time being of the
share, or the person entitled thereto by reason of his death or
bankruptcy.
(3) To give effect to any such sale the directors may
authorise some person to transfer the shares sold to the
purchaser thereof; the purchaser shall be registered as the
holder of the shares comprised in any such transfer, and he
shall not be bound to see to the application of the purchase
money, nor shall his title to the shares be affected by any
irregularity or invalidity in the proceedings in reference to the
sale.

(4) The proceeds of the sale shall be received by the
company and applied in payment of such part of the amount
in respect of which the lien exists as is presently payable, and
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Payment of
issue price.

Transfer of
shares or
debentures.
[6 of 1997]

the residue, if any, shall (subject to a like lien for sums not
presently payable as existed upon the shares before the sale)
be paid to the person entitled to the shares at the date of the
sale.
(5) For the purposes of this paragraph, a share is
not a fully paid share if any instalment of the issue price
remains to be paid.
4. The directors may, if they think fit, receive from any
person willing to advance the same, all or any part of the
moneys not yet due upon any shares or debentures held by
him, and upon all or any of the moneys so advanced may
(until the same would, but for such advance, become payable)
pay interest at such rate not exceeding (unless the company in
general meeting shall otherwise direct) five per cent per
annum, as may be agreed upon between the directors and the
person paying that sum in advance.
5. (1) An instrument of transfer of shares or
debentures shall name the transferee, shall state the number
or principal amount of the shares or debentures transferred,
and shall be signed by the transferor. As regards the company
the transferor shall be deemed to remain the holder of the
shares or debentures until the name of the transferee is
entered in the register of members or debenture-holders
except so far as the Act otherwise provides or the court
otherwise orders.
(2) The directors may decline to register—
(a) the transfer of a share (not being a
fully paid share) to a person of whom
they shall not approve;
(b) the transfer of a share on which the
company has a lien; or

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Transmission of
shares and
debentures.
(c) the transfer of a share to a person who
is an infant or who is of unsound
mind and has been so found by a
court in Guyana.
(3) The directors may decline to recognise any
instrument of transfer of shares or debentures unless—

(a) a fee of thirty dollars, or such lesser
sum as the directors may from time to
time require, is paid to the company
in respect thereof;
(b) the instrument of transfer is
accompanied by the certificate of the
shares or debentures to which it
relates, and such other evidence as the
directors may reasonably require to
show the right of the transferor to
make the transfer; and
(c) the instrument of transfer is in respect
of only one class of shares or
debentures.
(4) The registration of transfers may be suspended
at such times and for such periods as the directors may from
time to time determine provided that such registration shall
not be suspended for more than thirty days in any year.
(5) The company shall be entitled to charge a fee
not exceeding thirty dollars on the registration of every
probate, letters of administration, certificate of appointment
of a trustee in bankruptcy, power of attorney, notice of
interest, charging order, or other instrument.
6. (1) In case of the death of a member or debenture-
holder the survivor or survivors where the deceased was a
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Forfeiture of
shares.
joint holder, and the legal personal representative of the
deceased where he was a sole holder, shall be the only person
recognised by the company as having any title to his shares or
debentures; but nothing herein contained shall release the
estate of a deceased joint holder from any liability in respect
of any share which had been jointly held by him with other
persons.
(2) Any person becoming entitled to shares or
debentures in consequence of the death or bankruptcy of a
member or debenture- holder may, upon such evidence being
produced as may from time to time properly be required by
the directors and subject as hereinafter provided, elect either
to be registered himself as holder of the shares or debentures
or to have some person nominated by him registered as the
transferee thereof, but the directors shall, in either case, have
the same right to decline or suspend registration as they
would have had in the case of a transfer of the shares or
debentures by that member or debenture-holder before his
death or bankruptcy, as the case may be.

(3) A person becoming entitled to a share by
reason of the death or bankruptcy of the holder shall be
entitled to the same dividends and other advantages to which
he would be entitled if he were the registered holder of the
share except that he shall not, before being registered as a
member in respect of the share, be entitled in respect of it to
exercise any right conferred by membership in relation to
meetings of the company; but the directors may at any time
give notice requiring any such person to elect either to be
registered himself or to transfer the share, and, if the notice is
not complied with within ninety days the directors may
thereafter withhold payment of all dividends, bonuses or
other moneys payable in respect of the share until the
requirements of the notice have been complied with.
7. (1) If a shareholder fails to pay any instalment of the
issue price of a share on the day appointed for payment
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Omission to
give notice of
meeting.

Proxies.
thereof, the directors may, at any time thereafter during such
time as any part of the instalment remains unpaid, exercise
the powers to forfeit and reissue the share and to recover the
unpaid instalment conferred on the company by section 29(2)
and (3) of the Act.
(2) A statutory declaration in writing that the
declarant is a director or the secretary of the company and
that a share in the company has been duly forfeited on a date
stated in the declaration, shall be conclusive evidence of the
facts therein stated as against all persons claiming to be
entitled to the share; the company may receive the
consideration (if any) given for the share on the reissue
thereof and may, issue a share certificate to the person to
whom the share is reissued, and he shall thereupon be
registered as the holder of the share and shall not be bound to
see the application of the consideration (if any) nor shall his
title to the share be affected by any irregularity or invalidity
in the proceedings in reference to the forfeiture, sale or
disposal of the share.
8. The accidental omission to give notice of a meeting
to, or the non- receipt of notice of a meeting by, any person
entitled to receive notice shall not invalidate the proceedings
at that meeting.
9. (1) In accordance with sections 142 and 149 of the
Act any member entitled to attend and vote at a meeting of
the company shall be entitled to appoint another person,
whether a member of the company or not, as his proxy to
attend and vote instead of him and the proxy shall, subject to
that section, have the same rights as the member to speak at
the meeting.
(2) An instrument appointing a proxy, shall be in the
following form or a form as near thereto as circumstances
admit:

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Chairman of
meetings.

“ Incorporated I/We
of, , in the county of
,being a member, members of the above-named
company hereby appoint
of , or failing him,
of , as my/our proxy to vote
for me/us on my/our behalf at the annual OR extraordinary
(as the case may be) general meeting of the company to be
held on day of 20 , and at any
adjournment thereof.
Signed this day of 20 ”
10. (1) The Chairman, if any, of the board of directors
shall preside as chairman at every general meeting of the
company, or if there is no such chairman, or if he is not
present within fifteen minutes after the time appointed for the
holding of the meeting or is unwilling to act the directors
present shall elect one of their number to be chairman of the
meeting.
(2) If at any meeting no director is willing to act as
chairman or if no director is present within fifteen minutes
after the time appointed for the holding of the meeting, the
members present shall choose one of their number to be
chairman of the meeting.
(3) The chairman may, with the consent of any
meeting at which a quorum is present, (and shall if so
directed by the meeting), adjourn the meeting from time to
time and from place to place, but no business shall be
transacted at any adjourned meeting other than the business
left unfinished at the meeting from which the adjournment
took place; when a meeting is adjourned for eight days or
more, notice of the adjourned meeting shall be given as in the
case of an original meeting but in any other case it shall not be
necessary to give any notice of an adjournment or of the
business to be transacted at an adjourned meeting.
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Postal voting.

Classes of
shares.

Voting of
members.

Remuneration
of directors.
Powers and
duties of
directors.
11. Postal voting is permitted at meetings and section
133 of the Act shall apply accordingly.
12. Where, at any time the shares of the company are
divided into different classes, paragraphs 8 to 11 and the
provisions of this Act relating to general meetings shall apply
to meetings of any class of members in like manner as they
apply to general meetings.
13. Subject to any rights or restrictions for the time
being attached to any class of shares and which may be
validly attached thereto pursuant to this Act—
(a) on a show of hands each member and
each proxy lawfully present at the
meeting shall have one vote, and on a
poll each member present in person
or by proxy shall have one vote for
each share held by him—
(b) in the case of postal voting each
person entitled to attend and vote at
the meeting shall have one vote for
each share held by him.
14. The remuneration payable to any director shall be
determined or approved by the members in general meeting.
15. (1) The directors may pay all expenses incurred in
promoting and registering the company.
(2) The directors may exercise all such powers of
the company, including power to borrow money and to
mortgage or charge its property and undertaking or any part
thereof and to issue debentures, as are not by this Act or these
by-laws required to be exercised by the members in general
meeting.

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Proceedings of
directors.
(3) Subject to compliance with section 90 of the
Act, a director may enter into any contract with the company
and the contract or any other contract of the company in
which a director is in any way interested shall not be liable to
be avoided nor shall a director be liable to account for any
profit made thereby by reason of the director holding the
office of director or of the fiduciary relationship thereby
established.
(4) A director may act by himself or his firm in a
professional capacity for the company, except as auditor, and
he and his firm shall be entitled to proper remuneration for
professional services as if he were not a director.
16. (1) The directors may meet together for the
despatch of business, adjourn, and otherwise regulate their
meetings, as they think fit.
(2) Questions arising at any meeting shall be
decided by a majority of votes and in case of an equality of
votes, the chairman shall have a second or casting vote.
(3) A director may, and the secretary on the
requisition of a director shall, at any time summon a meeting
of the directors.
(4) It shall not be necessary to give notice of a
meeting of directors to any director for the time being absent
from Guyana.
(5) The quorum necessary for the transaction of the
business of the directors may be fixed by the directors and,
unless so fixed, shall be two.
(6) The continuing directors may act
notwithstanding any vacancy in their body, but, if and so
long as their number is reduced below the number fixed by or
pursuant to these by-laws as the necessary quorum of
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directors, the continuing directors or director may act for the
purpose of increasing the number of directors to that number,
or of summoning a general meeting of the company, but for
no other purpose.
(7) The directors may elect a chairman of their
meetings and determine the period for which he is to hold
office; but if no such chairman is elected, or if at any meeting
the chairman is not present within five minutes after the time
appointed for holding the same, the directors present may
choose one of their number to be chairman of the meeting.

(8) The directors may delegate any of their powers
to committees consisting of such member or members of their
body as they think fit; any committee so formed shall, in the
exercise of the powers so delegated, conform to any
regulations that may be imposed on it by the directors.
(9) A committee may elect a chairman of its
meetings; if no such chairman is elected, or if at any meeting
the chairman is not present within five minutes after the time
appointed for holding the same, the members present may
choose one of their number to be chairman of the meeting.
(10) A committee may meet and adjourn as it
thinks proper. Questions arising at any meeting shall be
determined by a majority of votes of the members present,
and, in the case of an equality of votes, the chairman shall
have a second or casting vote.
(11) All acts done by any meeting of the directors
or of a committee of directors or by any person acting as a
director shall, notwithstanding that it be afterwards
discovered that there was some defect in the appointment of
any such director or person acting as aforesaid, or that they or
any of them were disqualified, be as valid as if every such
person had been duly appointed and was qualified to be a
director.
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Managing
director.
Secretary.
Seal.

Dividend.
(12) A resolution in writing, signed by all the
directors for the time being entitled to receive notice of a
meeting of the directors, shall be as valid and effectual as if it
had been passed at a meeting of the directors duly convened
and held.
17. (1) Subject to the provisions of this Act, the
directors may from time to time appoint one or more of their
body to the office of managing director for such period and
on such terms as they think fit, and, subject to the terms of
any agreement entered into in any particular case, may
revoke such appointment. A managing director’s
appointment shall be automatically determined if he ceases
for any cause to be a director.

(2) The directors may entrust to and confer upon a
managing director any of the powers exercisable by them
upon such terms and conditions and with such restrictions as
they may think fit, and may from time to time, withdraw,
alter or vary all or any of such powers.
18. The secretary or joint secretaries shall be
appointed by the directors for such term, at such
remuneration and upon such other conditions as they may
think fit; and the appointment of any secretary may be
terminated by them.
19. The directors shall provide for the safe custody of
the seal, which shall only be used by the authority of the
directors or of a committee of the directors authorised by the
directors in that behalf; and every instrument to which the
seal shall be affixed shall be signed by a director and shall be
countersigned by the secretary or by a second director or by
some other person appointed by the directors for the purpose.
20. (1) The company may by ordinary resolution
declare dividends in respect of any year or other period but
no dividend shall exceed the amount recommended by the
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Power to set
aside sums.
Form of
dividend.
Payment of
dividend.
directors.
(2) The directors may from time to time pay to the
members such interim dividends as appear to the directors to
be justified by the profits of the company.
(3) The right to declare or pay a dividend is subject
to section 50(6) of the Act.
21. The directors may, before recommending any
dividends, set aside out of the profits or income surplus of the
company such sums as they think proper in order to provide
for a known liability, including a disputed or contingent
liability, or as a depreciation or replacement provision and
may carry forward any profits or income surplus which they
may think prudent not to distribute.
22. (1) Subject to section 50(4) of the Act, all dividends
shall be declared and paid as a fixed sum per share and not as
a proportion of the amount paid in respect of a share.

(2) The directors may deduct from a dividend
payable to a shareholder all sums of money presently payable
by the shareholder to the company in respect of his shares.
23. (1) Any dividend payable in cash may be paid by
cheque or warrant sent by post to the registered address of
the shareholder or, in the case of joint holders to that one who
is first named on the register of members, or to such person
and to such address as the holder or joint holders may in
writing direct.
(2) Every such cheque shall be made payable to the
order of the person to whom it is sent.
(3) Any one of two or more joint holders may give
effectual receipts for any dividends.
(4) Every dividend payment shall be accompanied
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Non-cash
dividends and
bonus issues.

Officers and
agents.
by a statement showing the gross amount of the dividend,
and any tax deducted or deemed to be deducted therefrom.
(5) No dividend shall bear interest against the
company.
24. The company, upon the recommendation of the
directors may exercise the powers conferred—
(a) by section 50(4) of the Act to direct that
payment of a dividend shall be wholly or
partly by distribution or fully paid up shares
in another body corporate;
(b) by section 50(6) of the Act to resolve to make
a capitalisation issue of shares; or
(c) by section 52(2) of the Act to resolve to issue
shares by way of bonus,
and the directors shall do all acts and things required to give
effect to the direction or resolution.
25. (1) The directors may from time to time appoint
officers and agents and may appoint any body corporate, firm
or body of persons, whether nominated directly or indirectly,
by the directors, to be the attorneys of the company for such
purposes and with such powers, authorities and discretions,
not exceeding those vested in or exercisable by the directors
under these by-laws, and for such period and subject to such
conditions as they may think fit.
(2) Any such powers of attorney may contain such
provisions for the protection and convenience of persons
dealing with any such attorney as the directors may think fit
and may also authorise any such attorney to delegate all or
any of the powers, authorities and discretions vested in him.

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Notices.
26. (1) A notice may be given by the company to any
member, shareholder or debenture-holder either personally
or by sending it by post to him or to his registered address, or,
if he has no registered address within Guyana, to the address
(if any) within Guyana supplied by him to the company for
the giving of notice to him; where a notice is sent by post,
service of the notice shall be deemed to be effected by
properly addressing, pre-paying, and posting a letter
containing the notice, and to have been effected in the case of
a notice of a meeting at the expiration of twenty-four hours
after the letter containing the same is posted, and in any other
case at the time at which the letter would be delivered in the
ordinary course of post.
(2) A notice may be given by the company to the
joint holders of a share or debenture by giving the notice to
the joint holder first named in the register of members or
debenture-holders in respect of the share or debenture.
(3) A notice may be given by the company to the
persons entitled to a share or debenture in consequence of the
death or bankruptcy of a member or debenture-holder by
sending it through the post in a prepaid letter addressed to
them by name, or by the title of the representatives of the
deceased, or trustee of the bankrupt, or by any like
description, at the address (if any) within Guyana supplied
for the purpose by the persons claiming to be so entitled, or
until such an address has been so supplied by giving the
notice in any manner in which the same might have been
given if the death or bankruptcy had not occurred.
(4) Notice of every general meeting shall be given
in any manner so authorised to—
(a) every member except those members
who, having no registered address
within Guyana, have not supplied to
the company an address within
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Winding up.
Indemnity.
Guyana for the giving of notices to
them;
(b) every person upon whom the
ownership of a share devolves by
reason of his being a legal personal
representative or a trustee in
bankruptcy of a member, where a
member but for his death or
bankruptcy would be entitled to
receive notice of the meetings; and
(c) the auditor for the time being of the
company,
and no other person shall be entitled to receive notices of
general meetings .

27. (1) If the company is wound up, the liquidator
may, with the sanction of a special resolution of the company
and any other sanction required by the Act, divide amongst
the members in specie or kind the whole or any part of the
assets of the company (whether they consist of property of the
same kind or not) and may, for such purpose set such value
as he deems fair upon any property to be divided as aforesaid
and may determine how such division shall be carried out as
between the members or different classes of members.
(2) The liquidator may, with the like sanction, vest
the whole or any part of such assets in trustees upon such
trusts for the benefit of the members or shareholders as the
liquidator with the like sanction thinks fit.
(3) Notwithstanding anything in this paragraph,
no member or shareholder shall be compelled to accept any
shares or other securities on which there is any liability.
28. Every director, managing director, agent, auditor,
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ss. 5 and 62
Amendment by
special
resolution or
ordinary
resolution.

secretary and any other officer for the time being of the
company shall be indemnified out of the assets of the
company against any liability incurred by him in defending
any proceedings, whether civil or criminal, in which
judgment is given in his favour, or in which he is acquitted.
____________________
FOURTH SCHEDULE
PART I
Amendment of Articles of Incorporation
1. (1) Subject to this Part, a company may—
(a) by special resolution amend its
articles of incorporation—
(i) to change its name;
(ii) to alter the rights or obligations
attached to shares of any class;
(iii) to add, change or remove
restrictions on the transfer of
shares;
(iv) to increase or decrease the
number of directors or the
minimum or maximum number
of directors;
(v) to add, change or remove any
restriction upon the capacity or
powers of the company to carry
on any activity;
(vi) to add, change or remove any
matter permitted but not
required to be included in the
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articles; or
(vii) to reduce its share capital; or
(b) by ordinary resolution amend its
articles for any other purpose,
including any purpose mentioned in
paragraph 4 (other than that
mentioned in paragraph 4(f)).
(2) The articles of incorporation of a company shall
be considered as being amended in respect of the rights or
obligations attached to a class of shares if—
(a) the words stating the rights or
obligations in the articles are altered;
(b) the rights are made substantially less
advantageous, or the obligations are
made substantially more onerous,
even though no alteration of a kind
referred to in head (a) is made;
(c) shares carrying voting rights at
general meetings are issued on a
capitalisation of profits or reserves to
the holders of another class of shares
but not to the holders of the class of
shares in question;
(d) shares of the class in question are
issued to the holders of shares of
another class on a capitalisation of
profits or reserves; or
(e) the rights or obligations attached to
another class of shares are altered or
added to in a manner which will or
may result in the rights attached to
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Limitation.
Certain
provision may
not be
amended.
Amendments
permitted in
relation to
share capital.
the class of shares in question being
substantially less advantageous or
the obligations attached to them
being substantially more onerous.
2. This Part is subject to section 224(6)(a) of the Act.
3. The provision included in the articles of
incorporation of a company pursuant to section 5(1) (b) of the
Act may not be amended.
4. With respect to the share capital of a company, the
articles of incorporation of the company may be amended
only—
(a) to change any maximum number of
shares which the company is
authorised to issue;
(b) to create new classes of shares;
(c) to change the designation of all or any of the
company’s shares;
(d) to change the shares of any class or series,
whether issued or unissued, into a different
number of shares of the same class, or into
the same or a different number of shares of
other classes or series;
(e) to divide a class of shares, whether issued or
unissued, into series and to fix the number
of shares in each series and the rights,
privileges, restrictions and conditions
thereof; or
(f) to do anything referred to in paragraph
(1)(a)(ii).
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Meetings to
pass
resolutions.

Amendment
affecting classes
of shares.
5. (1) Notice of a meeting called to pass the special
resolution or, as the case may be, the ordinary resolution to
amend the articles of incorporation of a company shall be
given to all shareholders and debenture-holders of the
company and to the trustee of any debenture trust deed
covering debentures issued by the company in like manner as
it is given to members of the company.
(2) A notice referred to in subparagraph (1) shall
set out the terms of the proposed amendment.
(3) A proposal for an amendment of the articles of
incorporation of a company may be made by the directors of
the company or a shareholder of the company.
6. (1) No amendment of a kind referred to in
paragraph 4 shall be made in the articles of incorporation of a
company unless not earlier than one month before the
alteration or addition is made, a meeting of the holders of
shares of the class in question is held and a resolution
approving the alteration is passed at the meeting by a
majority comprising at least three-quarters of the votes cast.
(2) The provisions of this Act and the by-laws of
the company concerned relating to general meetings shall
apply to a meeting held pursuant to subparagraph (1), except
that shareholders of the class in question who are not
members of the company shall be deemed to be members for
the purpose of the meeting, and the quorum for such a
meeting shall be one or more persons present in person or by
proxy, holding at least three-quarters of the issued shares of
the class in question.
(3) If the by-laws of the company concerned
provide for postal voting at general meetings, postal votes
may be given at a meeting held under this paragraph.
(4) This paragraph shall not apply to—
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Revocation of
amendment.
Time when
amendment
takes effect.
(a) a class of shares none of which has
been issued; or
(b) a class of shares all of which have
either been transferred to or
redeemed by the company, or are
held by the company or by a nominee
for it, and none of which has been
reissued.
7. When authorised in a resolution effecting an
amendment of the articles of incorporation of a company, the
directors of the company may, without further approval,
revoke the resolution before it is acted upon.
8. (1) Subject to this paragraph, an amendment of the
articles of incorporation of a company shall not take effect
until the expiration of one month after it is made.
(2) Subject to subparagraph (3), subparagraph (1)
shall not apply to an amendment of the articles of
incorporation of a company to amend its name.
(3) Where a company amends its articles of
incorporation so as to enable it to convert to a public
company, any amendment necessary for that purpose shall
not have effect unless and until the Registrar re- issues
pursuant to section 8(1 ) of the Act, the certificate of
incorporation relating to the company.
(4) Where an application is made to the court
under and in accordance with paragraph 13 in respect of any
amendment of the articles of incorporation of a company the
amendment shall not take effect—
(a) unless the application is withdrawn;
or
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Amendment
not to affect
any cause of
action, etc.

Amendment of
by-laws by
directors.
(b) the court confirms the amendment.
9. (1) No amendment of the articles of incorporation of
a company shall affect an existing cause of action or claim, or
liability to prosecution in favour of or against the company or
its directors or officers, or any civil or criminal action or
proceedings to which the company is, or its directors or
officers are, a party.
(2) Where, but for this paragraph, an amendment
of the articles of incorporation of a company—
(a) would require a member of the
company to take or subscribe for
more shares than the number held by
him at the date on which the
amendment is made; or
(b) would in any way increase his
liability as at that date to contribute to
the share capital of, or otherwise to
pay money to the company,
the member is not bound by the amendment unless, either
before or after the amendment is made, he agrees to be bound
by it.
PART II
Amendment of By-Laws
10. The directors of a company may, subject to this
Part and the articles of incorporation of the company, amend
the by-laws of the company by altering or adding to them.
11. (1) An amendment of the by-laws of a company
shall not have effect unless the requirements of this to this
by-laws subject
Amendment of
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paragraph.

Effect of
amendment.

Application to
court to cancel
paragraph are satisfied.
(2) An amendment of the by-laws of a company
shall not have effect—
(a) until the expiration of one month after
it is made; and
(b) until it is approved by ordinary
resolution at a meeting of the
company.
(3) When an application is made to the court under
and in accordance with paragraph 13 in respect of any
amendment of the by-laws of a company the amendment
shall not take effect—
(a) unless the application is withdrawn;
or
(b) the court confirms the amendment.
12.(1) An amendment of the by-laws of a company
that has effect shall, subject to this Act, be as valid as if
originally contained in the by- laws and shall be subject in like
manner to amendment.
(2) Paragraph 9 shall apply to an amendment of
the by-laws of a company as it applies to an amendment of
the articles of incorporation of a company.
PART III
Cancellation of Amendment of Articles of Incorporation or
By-Laws
13.(1) An application may be made to the court,
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amendment.
within one month after the amendment of the articles of
incorporation or by-laws of a company, to cancel the
amendment by—
(a) the prescribed number of shareholders
of the company;
(b) the prescribed number of debenture-
holders of the company; or
(c) any person appointed by one or more
instruments in writing by these
shareholders or debenture-holders to
make the application on their behalf.
(2) No shareholder who voted in person or by
proxy in favour of an amendment of a company’s articles of
incorporation or by-laws, or in favour of the approval of the
class of shareholders in which he belongs being given to the
alteration, may make an application under sub-paragraph
(l)(a), or concur in making such an application or be
authorised to make, or authorise any other person to make,
such an application.
(3) In this paragraph—
“the prescribed number of debenture-holders”, in relation to a
company, means—
(a) the holders of not less than twenty per
cent of the company’s issued
debentures secured by a floating
charge; or
(b) if the company has issued more than
one class of debentures so secured,
the holders of not less than twenty per
cent of the issued debentures of any
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Right to
dissent.

such class;
“the prescribed number of shareholders”, in relation to a
company, means—

(a) the holders of not less than ten per
cent of the company’s issued shares;
or
(b) if the company has issued shares of
different classes, the holders of not
less than ten per cent of the issued
shares of any such class.
(4) In determining the number of shares or
debentures whose holders may make an application under
subparagraph (1) no account shall be taken of shares or
debentures issued after the amendment of the articles of
incorporation or by-laws of the company concerned, and no
holder of any such shares or debentures may make or concur
in making such an application, or be authorised to make, or
authorise any other person to make, such an application by
virtue of his holding any such shares or debentures.
PART IV
Right of Shareholder to Dissent
14.(1) Subject to this Part, a holder of shares of a
particular class in a company may dissent if the company
resolves to amend its articles of incorporation—
(a) to increase or decrease any maximum
number of authorised shares of a class
having rights or privileges equal or
superior to shares of the particular
class;
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(b) to effect an exchange, reclassification
or cancellation of all or part of the
shares of the particular class;
(c) to add to, change or remove the
rights, privileges, restrictions or
conditions attached to, the shares of
the particular class and, in
particular—
(i) to remove or change
prejudicially rights to accrued
dividends or rights to
cumulative dividends;
(ii) to reduce or remove a dividend
preference; or
(iii) to add to, remove or change
prejudicially conversion
privileges, options, voting,
transfer or pre-emptive rights
or rights to acquire shares of a
company;
(d) to increase the rights or privileges of
any class of shares having rights or
privileges equal or superior to the
shares of the particular class;
(e) to create a new class of shares equal or
superior to the shares of the particular
class;
(f) to make any class of shares having
rights or privileges inferior to the
shares of the particular class equal or
superior to shares of the particular
class;
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Payment of fair
value.
No partial
dissent.

Written
objection.
(g) to effect an exchange or create a right
of exchange of all or part of the shares
of another class into shares of the
particular class; or
(h) to constrain the issue or transfer of the
shares of the particular class or extend
or remove any such constraint.
(2) A shareholder who dissents in any case
mentioned in sub- paragraph (1) is referred to in this Part as a
dissenting shareholder.
15. (1) In addition to any other right he may have but
subject to paragraph 37, a shareholder who complies with this
Part is entitled, when the action approved by the resolution
from which he dissents becomes effective, to be paid by the
company the fair value of the shares held by him in respect of
which he dissents.
(2) The fair value of the shares referred to in
subparagraph (1) shall be determined as at the close of
business on the day before the resolution in question was
adopted, but in determining that value any change in value
reasonably attributable to the anticipated adoption of the
resolution shall be excluded.
16. A dissenting shareholder may only claim under
this Part with respect to all the shares of a class held by him
on behalf of any one beneficial owner and registered in the
name of the dissenting shareholder.
17. A dissenting shareholder shall send to the
company, at or before any meeting at which a resolution of a
kind mentioned in paragraph 14(1) is to be voted on, a written
objection to the resolution, unless the company did not give
notice to the shareholder of the purpose of the meeting and of
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Notice of
resolution.
Demand for
payment.

Share
certificates.
Forfeiture.
Endorsing
certificate.
his right to dissent.
18. The company shall, within ten days after the
passing of a resolution of a kind mentioned in paragraph
14(1), send each shareholder who has sent an objection under
paragraph 17 to the company notice that the resolution has
been adopted, but such notice is not required to be sent to any
shareholder who voted for the resolution or who has
withdrawn his objection.
19. A dissenting shareholder shall, within twenty days
after he receives a notice under paragraph 18 or, if he does not
receive such a notice, within twenty days after he learns that
the resolution has been adopted, send to the company written
notice containing—
(a) a statement of his name and address;
(b) a statement of the number and class of
shares in respect of which he dissents;
and
(c) a demand for payment of the fair
value of those shares.
20. A dissenting shareholder shall, within thirty days
after sending a notice under paragraph 19, send the
certificates representing the shares in respect of which he
dissents to the company.
21. A dissenting shareholder who fails to comply with
paragraph 20 has no right to make a claim under this Part.
22. A company shall endorse on any share certificate
received pursuant to paragraph 20 a notice that the holder is a
dissenting shareholder under this Part and forthwith return
the share certificate to the dissenting shareholder.

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Suspension of
rights.
Offer to pay.
Same terms.
Payment.
Application by
company to
court.
23. After sending a notice under paragraph 19, a
dissenting shareholder shall cease to have any rights as a
shareholder except the right to be paid the fair value of his
shares as determined under this Part, unless the dissenting
shareholder withdraws his notice before the company makes
an offer under paragraph 24, in which case his rights as a
shareholder shall be reinstated.

24. A company shall, not later than seven days after
the day on which the action approved by the resolution is
effective or the day the company received the notice referred
to in paragraph 19, whichever is the later, 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 company to be the fair
value of the shares, accompanied by a
statement showing how the fair value
was determined; or
(b) if paragraph 37 applies, a notification
that it is unable lawfully to pay
dissenting shareholders for their
shares.
25. Every offer made under paragraph 24 for shares of
the same class or series shall be on the same terms.
26. Subject to paragraph 37, a company shall pay for
the shares of a dissenting shareholder within ten days after an
offer made under paragraph 24 has been accepted, but any
such offer lapses if the company does not receive an
acceptance of the offer within thirty days after the offer has
been made.
27. Where a company fails to make an offer under
paragraph 24, or if a dissenting shareholder fails to accept an
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Application by
shareholder to
court.

No security for
costs.

Parties.
Powers of
court.
offer, the company 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 shareholder.
28. If a company fails to apply to the court under
paragraph 27, a dissenting shareholder may apply to the
court for the same purpose within a further period of twenty
days.
29. A dissenting shareholder is not required to give
security for costs in an application made under paragraph 27
or 28.
30. Upon an application to the court under paragraph
27 or 28—
(a) all dissenting shareholders whose
shares have not been purchased by
the company shall be joined as parties
and are bound by the decision of the
court; and
(b) the company shall notify each affected
dissenting shareholder of the date,
place and consequences of the
application and of his right to appear
and be heard in person or by an
attorney-at-law
31. Upon an application to the court under paragraph
27 or 28—
(a) the court may determine whether any
other person is a dissenting
shareholder who should be joined as a
party, and the court shall then fix a
fair value for the shares of all
dissenting shareholders;
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Valuers.
Final order.
Interest.

Notice that
paragraph 37
applies.
Effect where
paragraph 37
applies.
(b) the court may determine that a person
is a dissenting shareholder,
notwithstanding that the person
voted for a resolution, if the court is
satisfied that any material facts had
not been disclosed by the company
concerned when he so voted.
32. The court may, in its discretion, appoint one or
more valuers to assist the court to fix a fair value for the
shares of the dissenting shareholders.
33. The final order of the court shall be rendered
against the company in favour of each dissenting shareholder
and for the amount of his shares as fixed by the court.
34. The court may, in its discretion, allow a reasonable
rate of 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.
35. If paragraph 37 applies, the company shall, within
ten days after a final order is made pursuant to paragraph 33,
notify each dissenting shareholder that it is unable lawfully to
pay dissenting shareholders for their shares.
36. If paragraph 37 applies, a dissenting shareholder,
by written notice delivered to the company within thirty days
after receiving a notice under paragraph 35, may—
(a) withdraw his notice of dissent, in which case
the company is deemed to consent to the
withdrawal and the shareholder is
reinstated to his full rights as a shareholder;
or
(b) retain a status as a claimant against the
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Limitation.
Exclusion.
s. 153
company, to be paid as soon as the company
is lawfully able to do so or, in a winding up,
to be counted subordinate to the rights of
creditors of the company but in priority to
its shareholders.
37. A company shall not make a payment to a
dissenting shareholder under this Part if there are reasonable
grounds for believing that—
(a) the company is or would after the
payment be unable to pay its
liabilities as they became due; or
(b) the realisable value of the company’s
assets would thereby be less than the
aggregate of its liabilities.
38. A shareholder is not entitled to dissent under this
Part if an amendment of the articles of incorporation of a
company is made pursuant to section 224(5)(c) of the Act.
______________________
FIFTH SCHEDULE
CONTENTS OF ANNUAL RETURN OF A COMPANY
1. The address of the registered office of the company.
2. In a case in which the register of members or
debenture-holders of the company is kept elsewhere than at
the registered office, the address of the place where it is kept.
3. A summary, distinguishing between shares issued
for cash and shares issued as fully or partly paid up otherwise
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than in cash, specifying the following particulars—
(a) the number of authorised shares in the
company and, if applicable, the
number of authorised shares in
respect of each class of shares;
(b) the number of shares and, if
applicable, each class of shares, of the
company which have been issued and
are outstanding;
(c) the amount paid up and credited as
paid up in respect of the company’s
issued and outstanding shares;
(d) the amount of instalments due but
unpaid in respect of the company’s
issued and outstanding shares;
(e) the total amount of the sums (if any)
paid by way of commission in respect
of any shares or debentures so far as
not written off in the company’s
accounts;
(f) the total number of shares and
debentures and, if applicable, of each
class, which the company—
(i) redeemed (including
acquisitions before the
redemption date) if the shares
or debentures have not been
reissued;
(ii) acquired by way of transfer or
surrender;
(iii) forfeited; and
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(iv) reissued; and
(g) the total amount of outstanding loans
made, guaranteed or secured by the
company under section 54 of the Act.
4. The total amount of the company’s indebtedness
secured by mortgage, or charges which are required to be
registered by the Registrar under section 233 of the Act, and
the total amount of such indebtedness secured by mortgages
and charges falling within paragraphs (a) and (b) of section
233(3) of the Act.
5. A list—
(a) containing the names and addresses
of all persons who, on any day
(identified in the return) within two
months before the latest day for
making the return, are members of
the company, and of persons who
have ceased to be members since the
date of the last return or, in the case of
the first return, since the
incorporation of the company;
(b) stating the number of shares held by
each of the existing members at the
date of the return; and
(c) if the names aforesaid are not
arranged in alphabetical order, having
annexed thereto an index sufficient to
enable the name of any person therein
to be easily found.
6. All such particulars with respect to the persons who
at the date of the return are the directors of the company, and
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s. 157
any person who at the date is the secretary of the company, as
are by section 189 required to be contained with respect to
directors and the secretary respectively in the register of the
directors and secretaries of a company.
7. Name and address of the auditors of the company.
8. Where applicable, a statement whether the
company has complied with the requirements of this Act
relating to the laying of accounts before the company at its
annual general meeting (if any) held on the date to which the
return is made up or, if an annual general meeting is not held
on that date, the annual general meeting preceding that date.
______________________
SIXTH SCHEDULE
ACCOUNTS
Preliminary
l. Paragraphs 2 to 13 shall apply to the balance sheet
and 14 to 18 to the profit and loss account, and shall be subject
to the exceptions and modifications provided for by Part II in
the case of a holding or subsidiary company and by Part III in
the case of companies of classes therein mentioned; and this
Schedule shall have effect in addition to the provisions of
section 49 and sections 163 to 167 of the Act.
PART I
GENERAL PROVISIONS AS TO BALANCE SHEET AND
PROFIT AND LOSS ACCOUNT
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Balance Sheet
2. The authorised share capital, issued share capital,
liabilities and assets shall be summarised, with such
particulars as are necessary to disclose the general nature of
the assets and liabilities, and there shall be specified—
(a) any part of the issued capital that
consists of redeemable shares, the
earliest and latest dates on which the
company has power to redeem those
shares, whether those shares must be
redeemed in any event or are liable to
be redeemed at the option of the
company and whether any (and, if so,
what) premium is payable on
redemption;
(b) so far as the information is not given
in the profit and loss account, any
share capital on which interest has
been paid out of capital during the
financial year, and the rate at which
interest has been so paid; and
(c) particulars of any redeemed
debentures which the company has
power to reissue.
3. There shall be stated under separate headings, so
far as they are not written off—
(a) the preliminary expenses;
(b) any expenses incurred in connection
with any issue of share capital or
debentures;
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(c) any sums paid by way of commission
in respect of any shares or debentures;
and
(d) any sums allowed by way of discount
in respect of any debentures.
4. (1) The reserves, provisions, liabilities and assets
shall be classified under headings appropriate to the
company’s business:
Provided that—
(a) where the amount of any class is not
material, it may be included under the
same heading as some other class; and
(b) where any assets of one class are not
separable from assets of another class,
those assets may be included under
the same heading.
(2) Fixed assets, current assets and assets that are
neither fixed nor current shall be separately identified.
(3) The method or methods used to arrive at the
amount of the fixed assets under each heading shall be stated.
5. (1) The method of arriving at the amount of any
fixed assets shall, subject to subparagraph (2), be to take the
difference between—
(a) its cost or, if it stands in the
company’s books at a valuation, the
amount of the valuation; and
(b) the aggregate amount provided or
written off since the date of
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acquisition or valuation, as the case
may be, for depreciation or
diminution in value,
and for the purposes of this paragraph the net amount at
which any assets stand in the company’s books at the
commencement of this Act (after deduction of the amounts
previously provided or written off for depreciation or
diminution in value) shall, if the figures relating to the period
before the commencement of this Act cannot be obtained
without unreasonable expense or delay, be treated as if it
were the amount of a valuation of those assets made at the
commencement of this Act and, where any of those assets are
sold, the said net amount less the amount of the sales shall be
treated as if it were the amount of a valuation so made of the
remaining assets.
(2) Subparagraph (1) shall not apply—
(a) to assets for which the figure relating
to the period beginning with the
commencement of this Act cannot be
obtained without unreasonable
expense or delay;

(b) to assets the replacement of which is
provided for wholly or partly—
(i) by making provision for
renewals and charging the cost
of replacement against the
provision so made; or
(ii) by charging the cost of
replacement direct to revenue;
(c) to any quoted investments or to any
unquote investments of which the
value as estimated by the directors is
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shown either as the amount of the
investments or by way of note; or
(d) to goodwill, patents or trade marks.
(3) For the assets under each heading whose
amount is arrived at in accordance with subparagraph (1),
there shall be shown—
(a) the aggregate of the amounts referred
to in paragraph (a) of that
subparagraph; and
(b) the aggregate of the amounts referred
to in paragraph (b) thereof.
(4) As respects the assets under each heading
whose amount is not arrived at in accordance with the said
subparagraph (1) because their replacement is provided for as
mentioned in subparagraph (2)(b), there shall be stated—
(a) the means by which their replacement
is provided for; and
(b) the aggregate amount of the provision
(if any) made for renewals and not
used.
(5) As respects assets consisting of investments, the
profits accruing on the realisation of any such assets may be
used to write down the value of any other such assets
remaining.
6. In the case of unquoted investments consisting in
equity share capital of other bodies corporate (other than any
whose values as estimated by the directors are separately
shown, either individually or collectively or as to some
individually and as to the rest collectively, and are so shown
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either as the amount thereof, or by way of note), the matters
referred to in the following heads shall, if not otherwise
shown, be stated by way of note or in a statement or report
annexed—
(a) the aggregate amount of the
company’s income for the financial
year that is ascribable to the
investment;
(b) the amount of the company’s share
before taxation, and the amount of the
share after taxation, of the net
aggregate amount of the profits of the
bodies corporate in which the
investments are held, being profits for
the several periods to which accounts
sent by them during the financial year
to the company related, after
deducting the losses of those bodies
corporate for those periods (or vice
versa);
(c) the amount of the company’s share of
the net aggregate amount of the
undistributed profits accumulated by
the bodies corporate in which the
investments were acquired, after
deducting the losses accumulated by
them since that time (or vice versa);
(d) the manner in which any losses
incurred by the said bodies corporate
have been dealt with in the
company’s accounts.
7. The aggregate amounts respectively of reserves and
provisions (other than provisions for depreciation, renewals
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or diminution in value of assets) shall be stated under
separate heading:
Provided that—
(a) this paragraph shall not require a
separate statement of either of the
said amounts which is not material;
and
(b) the Minister may direct that it shall
not require a separate statement of the
amount of provisions where he is
satisfied that that is not required in
the public interest and would
prejudice the company, but subject to
the condition that any heading stating
an amount arrived at after taking into
account a provision (other than as
aforesaid) shall be so framed or
marked as to indicate that fact.

8. (1) There shall also be shown (unless it is shown in
the profit and loss account or a statement or report annexed
thereto, or the amount involved is not material)—
(a) where the amount of the reserves or of
the provisions (other than provisions
for depreciation, renewals or
diminution in value of assets) shows
an increase as compared with the
amount at the end of the immediately
preceding financial year, the source
from which the amount of the
increase has been derived; and
(b) where—

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(i) the amount of the reserves
shows a decrease as compared
with the amount at the end of
the immediately preceding
financial year; or
(ii) the amount at the end of the
immediately preceding
financial year of the provisions
(other than provisions for
depreciation, renewals or
diminution in value of assets)
exceeded the aggregate of the
sums since applied and
amounts still retained for the
purposes thereof, the
application of the amounts
derived from the difference. (2)
Where the heading showing the
reserves of any of the
provisions aforesaid is divided
into sub-headings, this
paragraph shall apply to each
of the separate amounts shown
in the sub-headings instead of
applying to the aggregate
amount thereof.
9. If an amount is set aside for the purpose of its being
used to prevent undue fluctuations in charges for taxation, it
shall be stated.
10. (1) There shall be shown under separate
headings—
(a) the aggregate amounts respectively of
the company’s quoted investments
and unquoted investments;

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(b) if the amount of the goodwill and of
any patents and trade marks or part
of that amount is shown as a separate
item in or is otherwise ascertainable
from the books of the company, or
from any contract for the sale or
purchase of any property to be
acquired by the company, or from any
documents in the possession of the
company relating to the stamp duty
payable in respect of any such
contract or the conveyance of any
such property, the said amount so
shown or ascertained so far as not
written off or, as the case may be, the
said amount so far as it is so shown
or ascertainable and as so shown or
ascertained, as the case may be;
(c) the aggregate amount of any
outstanding loans made under the
authority of section 54(2) of the Act;
(d) the aggregate amount of bank loans
and overdrafts and aggregate amount
of loans made to the company
which—
(i) are repayable otherwise than
by instalments and fall due for
repayment after the expiration
of the period of five years
beginning with the day next
following the expiration of the
financial year; or
(ii) are repayable by instalments
any of which fall due for
payment after the expiration of
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that period;
not being, in either case, bank loans or
overdrafts; and
(e) the aggregate amount (before
deduction of income tax) which is
recommended for distribution by way
of dividend.
(2) Nothing in head (b) of subparagraph (1) shall
be taken as requiring the amount of the goodwill, patents and
trade marks to be stated otherwise than as a single item.
(3) The heading showing the amount of the quoted
investments shall be subdivided, where necessary, to
distinguish the investments as respects which there has, and
those as respects which there has not, been granted a
quotation or permission to deal on a recognised stock
exchange.
(4) In relation to each loan falling within head (d)
of subparagraph (1) (other than a bank loan or overdraft),
there shall be stated by way of note (if not otherwise stated)
the terms on which it is repayable and the rate at which
interest is payable thereon:

Provided that if the number of loans is such that, in the
opinion of the directors, compliance with the foregoing
requirement would result in a statement of excessive length, it
shall be sufficient to give a general indication of the terms on
which the loans are repayable and the rates at which interest
is payable thereon.
11. Where any liability of the company is secured
otherwise than by operation of law on any assets of the
company, the fact that liability is so secured shall be stated,
but it shall not be necessary to specify the assets on which the
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liability is secured.
12. Where any of the company’s debentures are held
by a nominee of, or trustee for, the company, the nominal
amount of the debentures and the amount at which they are
stated in the books of the company shall be stated.
13. (1) The matters referred to in the following
subparagraphs shall be stated by way of note, or in a
statement or report annexed if not otherwise shown.
(2) The number, description and amount of any shares
in the company which any person has an option to subscribe
for together with the following particulars of the option, that
is to say—
(a) the period during which it is
exercisable;
(b) the price to be paid for shares
subscribed for under it.
(3) The amount of any arrears of fixed cumulative
dividends on the company’s shares and the period for which
the dividends or, if there is more than one class, each class of
them are in arrears, the amount to be stated before deduction
of income tax, except that in the case of tax free dividends, the
amount shall be shown free of tax and the fact that it is so
shown shall also be stated.
(4) Particulars of any charge on the assets of the
company to secure the liabilities of any other person,
including, where practicable, the amount secured.

(5) The general nature of any other contingent
liabilities not provided for and, where practicable, the
aggregate amount or estimated amount of those liabilities, if it
is material.
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(6) Where practicable the aggregate amount or
estimated amount, if it is material, of contracts for capital
expenditure, so far as not provided for and, where
practicable, the aggregate amount or estimated amount, if it is
material, of capital expenditure authorised by the directors
which has not been contracted for.
(7) In the case of fixed assets under any heading
which amount is required to be arrived at in accordance with
paragraph 5(1) (other than unquoted investments) and is so
arrived at by reference to a valuation, the years (so far as they
are known to the directors) in which the assets were severally
valued and the several values, and in the case of assets that
have been valued during the financial year the names of the
persons who valued them or particulars of their qualifications
for doing so and (whichever is stated) the bases of valuation
used by them.
(8) If there are included amongst fixed assets under
any heading (other than investments) assets that have been
acquired during the financial year, the aggregate amount of
the assets acquired as determined for the purpose of making
up the balance sheet, and if during that year any fixed assets
included under a heading in the balance sheet made up with
respect to the immediately preceding financial year (other
than investments) have been disposed of or destroyed, the
aggregate amount thereof as determined for the purpose of
making up that balance sheet.
(9) Of the amount of fixed assets consisting of land,
how much is ascribable to land of freehold tenure and how
much to land of leasehold tenure, and, of the latter, how
much is ascribable to land held on long lease and how much
to land held on short lease.
(10) If in the opinion of the directors any of the
current assets have not a value, on realisation in the ordinary
course of the company’s business, at least equal to the amount
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at which they are stated, the fact that the directors are of that
opinion.

(11) The aggregate market value of the company’s
quoted investments where it differs from the amount of the
investments as stated, and the stock exchange value of any
investments of which the market value is shown (whether
separately or not) and is taken as being higher than their stock
exchange value.
(12) If a sum set aside for the purpose of its being
used to prevent undue fluctuations in charges for taxation has
been used during the financial year for another purpose, the
amount thereof and the fact that it has been so used.
(13) If the amount carried forward for stock in
trade or work in progress is material for the appreciation of
its members of the company’s state of affairs or of its profit or
loss for the financial year, the manner in which that amount
has been computed.
(14) The basis on which foreign currencies have
been converted into currency of Guyana, where the amount of
the assets or liabilities affected is material.
(15) The basis on which the amount, if any, set
aside for tax is computed.
(16) Except in the case of the first balance sheet laid
before the company after the commencement of this Act, the
corresponding amounts at the end of the immediately
preceding financial year for all items shown in the balance
sheet.
Profit and Loss Account
14. (1) There shall be shown—

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(a) the amount charged to revenue by
way of provision for depreciation,
renewals or diminution in value of
fixed assets;
(b) the amount of the interest on loans of
the following kinds made to the
company (whether on the security of
debentures or not), namely, bank
loans, overdrafts and loans which, not
being bank loans or overdrafts—
(i) are repayable otherwise than by
instalments and fall due for
repayment before the
expiration of the period of five
years beginning with the day
next following the expiration of
the financial year; or
(ii) are repayable by instalments
the last of which falls due for
payment before the expiration
of that period;
and the amount of the interest on
loans of other kinds so made (whether
on the security of debentures or not);
(c) the amount of the charge for income
tax and other taxation on profits,
including, where practicable, any
taxation imposed elsewhere to the
extent of the relief, if any, from
income tax and distinguishing where
practicable between income tax and
other taxation;
(d) the amounts respectively provided for
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redemption of share capital and for
redemption of loans;
(e) the amount, if material, set aside or
proposed to be set aside to, or
withdrawn from, reserves;
(f) subject to subparagraph (2), the
amount, if material, set aside to
provisions other than provisions for
depreciation, renewals or diminution
in value of assets or, as the case may
be, the amount, if material,
withdrawn from such provisions and
not applied for the purpose thereof;
(g) the amounts respectively of income
from quoted investments and income
from unquoted vestments;
(h) if a substantial part of the company’s
revenue for the financial year consists
in rents from land, the amount thereof
(after deduction of ground-rates, rates
and other outgoings);
(i) the amount, if material, charged to
revenue in respect of sums payable in
respect of the hire of plant and
machinery;
(j) the aggregate amount (before
deduction of income tax) of the
dividends paid and proposed.
(2) The Minister may direct that a company shall
not be obliged to show an amount set aside to provisions in
accordance with sub-paragraph (1)(f), if the Minister is
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satisfied that that is not required in the public interest and
would prejudice the company, but subject to the condition
that any heading stating an amount arrived at after taking
into account the amount set aside as aforesaid shall be so
framed or marked as to indicate that fact.
(3) If, in the case of any assets in which case an
amount is charged to revenue by way of provision for
depreciation or diminution in value, an amount is also so
charged by way of provision for renewal thereof, the last-
mentioned amount shall be shown separately.
(4) If the amount charged to revenue by way of
provision for depreciation or diminution in value of any fixed
assets (other than investments) has been determined
otherwise than by reference to the amount of those assets as
determined for the purpose of making up the balance sheet,
the fact shall be stated.
15. The amount of any charge arising in consequence
of the occurrence of an event in a preceding financial year and
of any credit so arising shall, if not included in a heading
relating to other matters, be stated under a separate heading.
16. The amount of the remuneration of the auditors
shall be shown under a separate heading, and for the
purposes of this paragraph, any sums paid by the company in
respect of the auditors’ expenses shall be deemed to be
included in the expression “remuneration”.
17. (1) The matters referred to in subparagraph (2) to
(4) shall be stated by way of note, if not otherwise shown.
(2) The turnover for the financial year, except in so
far as it is attributable to business of such a class as may be
prescribed for the purposes of this subparagraph.
(3) If some or all of the turnover is omitted by
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reason of its being attributable as aforesaid, the fact that it is
so omitted.
(4) The method by which turnover stated is arrived
at.
(5) A company shall not be subject to the
requirements of this paragraph if it is neither a holding
company nor a subsidiary of another body corporate and the
turnover which, apart from this subparagraph, would be
required to be stated does not exceed one hundred thousand
dollars.
18. (1) The matters referred to in the following
subparagraphs shall be stated by way of note, if not otherwise
shown.
(2) If depreciation or replacement of fixed assets is
provided for by some method other than a depreciation
charge or provision for renewals, or is not provided for, the
method by which it is provided for or the fact that it is not
provided for, as the case may be.
(3) The basis on which the charge for income tax is
computed.
(4) Any special circumstances which affect liability
in respect of taxation of profits, income or capital gains for the
financial year or liability in respect of taxation of profits,
income or capital gains for succeeding financial years.
(5) Except in the case of the first profit and loss
account laid before the company after the commencement of
this Act the corresponding amounts for the immediately
preceding financial year for all items shown in the profit and
loss account.
(6) Any material in respect of which any items
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shown in the profit and loss account are affected—
(a) by transactions of a sort not usually
undertaken by the company or
otherwise by circumstances of an
exceptional or non-recurrent nature;
or
(b) by any change in the basis of
accounting.
PART II
SPECIAL PROVISIONS WHERE THE COMPANY IS A
HOLDING COMPANY OR SUBSIDIARY COMPANY
Modifications of and Additions to Requirements as to
Company’s own Accounts
19. (1) This paragraph shall apply where the company
is a holding company, whether or not it is itself a subsidiary
of another body corporate.
(2) The aggregate amount of assets consisting of
shares in, or amounts owing (whether on account of a loan or
otherwise) from the company’s subsidiaries distinguishing
shares from indebtedness, shall be set out in the balance sheet
separately from all the other assets of the company, and the
aggregate amount of indebtedness (whether on account of a
loan or otherwise) to the company’s subsidiaries shall be so
set out separately from all its other liabilities and—
(a) the reference in Part I to the
company’s investments (except those
in paragraphs 13(8) and 14 (4) shall
not include investments in its
subsidiaries required by this
paragraph to be separately set out;
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and
(b) paragraph 5, paragraph 14(1)(a) and
paragraph 18(2) shall not apply in
relation to fixed assets consisting of
interests in the company’s
subsidiaries.
(3) There shall be shown by way of note on the
balance sheet or in a statement or report annexed thereto the
number, description and amount of the shares in and
debentures of the company held by its subsidiaries or their
nominees, but excluding any of those shares or debentures in
the case of which the subsidiary is concerned as personal
representative or in the case of which it is concerned as
trustee and neither the company nor any subsidiary thereof if
beneficially interested under the trust, otherwise than by way
of security only for the purposes of a transaction entered into
by it in the ordinary course of a business which includes the
lending of money.

(4) Where group accounts are not submitted, there
shall be annexed to the balance sheet a statement showing—
(a) the reasons why subsidiaries are not
dealt with in group accounts;
(b) the net aggregate amount, so far as it
concerns members of the holding
company and is not dealt with in the
company’s accounts, of the
subsidiaries’ profits after deducting
the subsidiaries’ losses (or vice
versa)—
(i) for the respective financial
years of the subsidiaries ending
with or during the financial
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year of the company; and
(ii) for their previous financial
years since they respectively
became the holding company’s
subsidiaries;
(c) the net aggregate amount of the
subsidiaries’ profits after deducting
the subsidiaries’ losses (or vice
versa)—
(i) for the respective financial
years of the subsidiaries’
ending with or during the
financial year of the company;
and
(ii) for their other financial years
since they respectively became
the holding company’s
subsidiaries so far as those
profits are dealt with or
provision is made for those
losses, in the company’s
accounts;
(d) any qualifications contained in the
report of the auditors of the
subsidiaries on their accounts for their
respective financial years ending as
aforesaid, and any note or saving
contained in those accounts to call
attention to a matter which, apart
from the note or saving, would
properly have been referred to in such
a qualification, in so far as the matter
which is the subject of the
qualification or note is not covered by
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the company’s own accounts and is
material from the point of view of its
members; or, in so far as the
information required by this
subparagraph is not obtainable, a
statement that it is not obtainable:

Provided that the Minister may, on the application or
with the consent of the company’s directors, direct that in
relation to any subsidiary this subparagraph shall not apply
or shall apply only to such extent as may be provided by the
direction.
(5) Paragraphs (b) and (c) of subparagraph (4) shall
apply only to profits and losses of a subsidiary which may
properly be treated in the holding company’s accounts as
revenue profits or losses, and the profits or losses attributable
to any shares in a subsidiary for the time being held by the
holding company or any other of its subsidiaries shall not (for
that or any other purpose) be treated as aforesaid so far as
they are profits or losses for the period before the date on or
as from which the shares were acquired by the company or
any of its subsidiaries, except that they may in a proper case
be treated where—
(a) the company is itself the subsidiary of
another body corporate; and
(b) the shares were acquired from that
body corporate or a subsidiary of it;
and for the purpose of determining whether any profits or
losses are to be treated as profits or losses for the said period
the profit or loss for any financial year of the subsidiary may,
if it is not practicable to apportion it with reasonable accuracy
by reference to the fact, be treated as accruing from day to
day during that year and be apportioned accordingly.

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(6) Where group accounts are not submitted, there
shall be annexed to the balance sheet a statement showing, in
relation to the subsidiaries (if any) whose financial years did
not end with that of the company—
(a) the reasons why the company’s
directors consider that the
subsidiaries’ financial year should not
end with that of the company; and
(b) the dates on which the subsidiaries’
financial years ending last before that
of the company respectively ended or
the earliest and latest of those dates.

20. (1) The balance sheet of a company which is a
subsidiary of another body corporate whether or not it is itself
a holding company, shall show the aggregate amount of its
indebtedness to all bodies corporate of which it is a subsidiary
or a fellow subsidiary and the aggregate amount of
indebtedness of all such bodies corporate to it, distinguishing
in each case between indebtedness in respect of debentures
and other- wise, and the aggregate amount of assets
consisting of shares in fellow subsidiaries.
(2) For the purposes of this paragraph a company
shall be deemed to be a fellow subsidiary of another body
corporate if both are subsidiaries in the same body corporate
but neither is the other’s.
Consolidated Accounts of Holding Company and Subsidiaries
21. Subject to the following paragraphs of this Part,
the consolidated balance sheet and profit and loss account
shall combine the information contained in the separate
balance sheets and profit and loss accounts of the holding
company and of the subsidiaries dealt with by the
consolidated accounts, but with such adjustments (if any) as
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the directors of the holding company think necessary.
22. Subject as aforesaid and to Part III, consolidated
accounts shall, in giving the said information, comply as far
as practicable, with the requirements of this Act as if they
were the accounts of an actual company.
23. Sections 158 and 159 of the Act shall not, by virtue
of the two last foregoing paragraphs, apply for the purpose of
the consolidated accounts.
24. Paragraph 8 shall not apply for the purpose of any
consolidated accounts laid before a company with the first
balance sheet so laid after the commencement of this Act.
25. In relation to any subsidiaries of the holding
company not dealt with by the consolidated accounts—

(a) paragraph 19 (2) and (3) shall apply for the
purpose of those accounts as if those
accounts were the accounts of an actual
company of which they were subsidiaries;
and
(b) there shall be annexed the like statement as
is required by paragraph 19(4) where there
are no group accounts, but as if references
therein to the holding company’s accounts
were references to the consolidated
accounts.
26. In relation to any subsidiaries (whether or not
dealt with by the consolidated accounts), whose financial
years did not end with that of the company, there shall be
annexed the like statement as is required by paragraph 19(6)
where there are no group accounts.

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PART III
Exceptions for Special Classes of Company
27. (1) A banking or discount company shall not be
subject to the requirements of Part I other than—
(a) as respects its balance sheet, those of
paragraphs 2 and 3, paragraph 4 (so
far as it relates to assets), paragraph
10 (except subparagraphs (1) (d) and
(4)), paragraphs 11 and 12 and
paragraph 13 (except subparagraphs
(7), (8), (9), (11) and (12)); and
(b) as respects its profit and loss account,
those of subparagraph (1) (h) and (j)
of paragraphs 14, 15 and 16 and
subparagraphs (1) and (5) of
paragraph 18;
but, where in its balance sheet reserves or provisions (other
than provisions for depreciation, renewals or diminution in
value of assets) are not stated separately, any heading stating
an amount arrived at after taking into account a reserve or
such a provision shall be so framed or marked as to indicate
that fact, and its profit and loss account shall indicate by
appropriate words the manner in which the amount stated for
the company’s profit or loss has been arrived at.

(2) The accounts of a banking or discount company
shall not be deemed, by reason only of the fact that they do
not comply with any requirements of Part I from which the
company is exempt by virtue of this paragraph, not to give
the true and fair view required by this Act.
(3) In this paragraph the expression “banking or
discount company” means any company which satisfied the
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Minister that it ought to be treated for the purposes of this
Schedule as a banking company or as a discount company.
28. (1) An insurance company shall not be subject to
the following requirements of Part I, that is to say—
(a) as respects its balance sheet, those of
paragraphs 4 to 8 (both inclusive),
subparagraphs (1) (a) and (3) of
paragraph 10 and subparagraphs (4),
(5) and (7) to (11) (both inclusive) of
paragraph 13;
(b) as respects its profit and loss account,
those of paragraph 14 (except
subparagraphs (l)(b), (c), (d) and (j)
and paragraph 18(2));
but, where in its balance sheet reserves or provisions (other
than provisions for depreciation, renewals or diminution in
value of assets) are not stated separately, any heading stating
an amount arrived at after taking into account a reserve or
such a provision shall be so framed or marked as to indicate
that fact, and its profit and loss account shall indicate by
appropriate words the manner in which the amount stated for
the company’s profit or loss has been arrived at:
Provided that the Minister may direct that any such
insurance company whose business includes to a substantial
extent business other than insurance business shall comply
with all the requirements of the said Part I or such of them as
may be specified in the direction and shall comply therewith
as respects either the whole of its business or such part
thereof as may be so specified.

(2) Where an insurance company is entitled to the
benefit of this paragraph, then any wholly owned subsidiary
thereof shall also be so entitled if its business consists only of
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business which is complementary to insurance business of the
classes carried on by the insurance company.
(3) The accounts of a company shall not be
deemed, by reason only of the fact that they do not comply
with any requirement of Part I from which the company is
exempt by virtue of this paragraph, not to give the true and
fair view required by this Act.
(4) For the purposes of this paragraph a company
shall be deemed to be the wholly owned subsidiary of an
insurance company if it has no members except the insurance
company and the insurance company’s wholly owned
subsidiaries and its or their nominees.
29. (1) A shipping company shall not be subject to the
following requirements of Part 1, that is to say—
(a) as respects its balance sheet, those of
paragraph 4 (except so far as it relates
to assets), paragraphs 5, 8 and sub-
paragraphs (7) and (8) of paragraph
13;
(b) as respects its profit and loss account,
those of sub- paragraph (1) (a), (e) and
(f) and sub-paragraphs (3) and (4) of
paragraph 14 and paragraph 17.
(2) The accounts of a company shall not be
deemed, by reason only of the fact that they do not comply
with any requirements of Part I from which the company is
exempt by virtue of this paragraph, not to give the true and
fair view required by this Act.
(3) In this paragraph the expression “shipping
company” means a company which, or a subsidiary of which,
owns ships or includes amongst its activities the management
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or operation of ships, being a company which satisfies the
Minister that, in the national interest, it ought to be treated for
the purposes of this paragraph as a shipping company.

30. Where a company entitled to the benefit of any
provision contained in this Part is a holding company, the
reference in Part II to consolidated accounts complying with
the requirements of this Act shall, in relation to consolidated
accounts of that company, be construed as referring to those
requirements in so far only as they apply to the separate
accounts of that company.
PART IV
Interpretation of Schedule
31. (1) For the purposes of this Schedule, unless the
context otherwise requires—
(a) the expression “provision” shall,
subject to sub-paragraph (2), mean
any amount written off or retained by
way of providing for depreciation,
renewals or diminution in value of
assets or retained by way of providing
for any known liability of which the
amount cannot be determined with
substantial accuracy;
(b) the expression “reserve” shall not,
subject as aforesaid, include any
amount written off or retained by way
of providing for depreciation,
renewals or diminution in value of
assets or retained by way of providing
for any known liability or any sum set
aside for the purpose of its being used
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to prevent undue fluctuations in
charges for taxation,
and in this paragraph the expression “liability” shall include
all liabilities in respect of expenditure contracted for and all
disputed or contingent liabilities.
(2) Where—
(a) any amount written off or retained by
way of providing for depreciation,
renewals or diminution in value of
assets, not being an amount written
off in relation to fixed assets before
the commencement of this Act; and
(b) any amount retained by way of
providing for any known liability—

is in excess of that which in the opinion of the directors is
reasonably necessary for the purpose, the excess shall be
treated for the purposes of this Schedule as a reserve and not
as a provision.
32. For the purposes aforesaid—
(a) the expression “quoted investment” means
an investment as respects which there has
been granted a quotation or permission to
deal on a recognised stock exchange, or on
any stock exchange, or on any stock
exchange of repute outside Guyana, and the
expression “unquoted investment” shall be
construed accordingly;
(b) the expression “long lease” means a lease in
the case of which the portion of the term for
which it was granted remaining unexpired
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at the end of the financial year is not less
than fifty years, the expression “short lease”
means a lease which is not a long lease and
the expression “lease” includes an
agreement for a lease;
(c) a loan shall be deemed to fall due for
repayment, and an instalment of a loan shall
be deemed to fall due for payment, on the
earliest date on which the lender could
require repayment or, as the case may be,
payment if he exercised all options and
rights available to him.
____________________

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SUBSIDIARY LEGISLATION
_________________
Reg. 2/1995
15/2008
COMPANIES REGULATIONS
made under section 515
Citation.

Name of
company.

Corporate
name may be
prohibited.
1. These Regulations may be cited as the Companies
Regulations.
PART I
Names
2.(1) The name of a company must not be comprised
entirely of general words but such general words must be
prefixed by a distinctive word or initials unless the name has
become established by a long and continuous prior use, but
the Registrar may consider the name as a whole and not only
its separate elements before disapproving a name.
(2) The Registrar may refuse incorporation or
registration of a company the name of which contains—
(a) the word "Guyana"; or
(b) a word or phrase that is obscene or
connotes an undertaking that is
scandalous, obscene or immoral.
3. A corporate name that is confusing with the name
of a body corporate must not for that reason alone be
prohibited if -
(a) the request for that corporate name
relates to a proposed company that is
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Share
designation.

the successor to the business of the
body corporate and the body
corporate has ceased or will cease to
carry on business;
(b) the body corporate undertakes in
writing to dissolve or to change its
name within six months or such
longer period as the Registrar may
approve;
(c) the corporate name sets out in
numerals the year of incorporation in
parenthesis immediately before the
word “incorporated", or the
abbreviation thereof, or before such
other word as the Registrar may
approve.
PART II
Share Designations
4.(1) A share must not be designated as a common
share if—
(a) it is a redeemable share;
(b) it does not participate in the
remaining property of the company
(c) upon a dissolution.
(2) A share must not be designated as a preference
share unless it has at least one preference over shares of
another class.

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Form of proxy.
Management
proxy circular
to be
accompanied
by statement of
director or
officer.

Form of annual
return.
Form 19.
Form of
financial
statements.
PART III
Proxies and Circulars
5. A form of proxy must not confer authority to vote
in respect of the appointment of an auditor or the election of a
director unless a bona fide proposed nominee for the
appointment or election is named in the form of proxy, a
management proxy circular, or a dissident's proxy circular.
6. A management proxy circular that is sent to the
Registrar must be accompanied by a statement signed by a
director or officer that a copy of the circular has been sent to
each director, each shareholder entitled to notice of the
meeting to which the circular relates and to the auditor of
the company.
PART IV
Financial Disclosure
7.The annual return and financial statements referred
to in section 153 and the Fifth Schedule of the Act and the
auditor's report referred to in section 181 of the Act
must, except as otherwise provided by this Part, be prepared
as set out in Form 19 of the Schedule in accordance with
standards approved by the Institute of Chartered
Accountants of Guyana.
8.(1) The financial statement referred to in section 153
and the Fifth Schedule of the Act must contain at least—
(a) a balance sheet;
(b) a statement of retained earnings;
(c) a statement of income; and
(d) a statement of changes in financial
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Disclosure of
financial
statements.

Registrar may
exempt
application of
section 156 of
the Act.

position.
(2) Financial statements need not be designated by
the names set out in sub-paragraphs (a) to (d) of paragraph
(1).
PART V
Exemption from Public Disclosure of Financial Statement
9. Disclosure of information may be detrimental to a
disclosing company, in addition to any other reason, where
the disclosing company would be at a disadvantage—
(a) in its dealings with the suppliers,
customers or others; or
(b) because it deals in only one line of
products or services; and
(i) its competitors are not required
to make similar disclosure; or
(ii) its competitors deal in several
lines of products or services
and disclose information in a
form that prevents
identification of financial
information in respect of any
particular product or service.
10. (1) The Registrar may, on such reasonable
conditions as he thinks fit, exempt a disclosing company
from the application of section 156 of the Act if—
(a) the disclosing company is a
subsidiary of a holding body
corporate incorporated -

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(i) under the laws or Guyana; or
(ii) outside Guyana and the
business of the disclosing
company is not economically
significant in Guyana, having
regard to its share of any
market;
(b) it sends to the Registrar for public
disclosure a summary of its financial
statements that are the subject of
the application showing the amounts
set out therein with respect to—
(i) current assets;
(ii) fixed assets;
(iii) other assets;
(iv) total assets;
(v) current liabilities;
(vi) long term liabilities;
(vii) total liabilities;
(viii) shareholders' equity;
(ix) investments in affiliated
bodies corporate;
(x) loans and advances from
affiliated bodies corporate;
(xi) percentage of change of gross
revenue from the immediately
preceding financial period; and
(c) it sends to the Registrar for public
disclosure consolidated financial
statements for all of its affiliates
that carry on business in Guyana.
(2) The Registrar may, on such reasonable
conditions as he thinks fit, exempt a disclosing company from
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the application of section 156 of the Act when the company is
affiliated with another body corporate by reason only that
some or all of its shares are held by another person,—
(a) in trust; or
(b) subject to an agreement or
arrangement under which, upon the
fulfilment of a condition or the
happening of an event that it is
reasonable to expect will be fulfilled
or will happen, the affiliation with
the other body corporate will
terminate.
(3) The Registrar, may on such conditions as he
thinks fit, exempt a disclosing company from the application
of section 156 of the Act where the company (hereinafter
referred to as the "controlled company") would be affiliated
with another body corporate by reason of being controlled by
the other body corporate or by reason of both bodies
corporate being controlled by the same person (which body
corporate or person so controlling the controlled company is
hereinafter referred to as the "controller"); and
(a) the controlled company is a party to
an agreement or arrangement under
which, upon the fulfilment of a
condition or the happening of an
event that it is reasonable to expect
will be fulfilled or will happen, the
controlled company will—
(i) cease to be controlled by the
controller; and
(ii) become controlled by a person
with whom the controller deals
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Application of
this Part.

Application for
exemptions.
Form 21.

Time limit on
application for
exemption.
at arms length; and
(b) the principal reason for the control
of the controlled company by the
controller is to secure the interest of
the controller in respect of—
(i) any loan made by the
controller, the whole or any
part of which is outstanding;
or
(ii) any shares issued by the
controlled company that are
held by the controller and
that are, under the agreement
or arrangement, to be
redeemed by the controlled
company or purchased by a
person referred to in sub-
paragraph (a)(ii)
PART VI
APPLICATION FOR EXEMPTION
11. This part applies to every application for
exemption under section 148.
12. An application for an exemption must be made to
the Registrar in Form 21 in the Schedule.

13. (1) An application for an exemption under section
148 of the Act must be made before the date of the notice
referred to in subsection (l) of section 145 of the Act.
(2) An application for exemption under section 148
must be made at least sixty days before the documents in
respect of which the exemption requested are to be sent to the
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Time limit for
response by
Registrar.

Registrar may
request further
information.
Registrar to
notify applicant
of receipt of
additional
information.
Where
applicant fails
to provide
information
within
specified time.

Right of
applicant
where
Registrar does
not respond in
stipulated
time.

Registrar.
(3) Notwithstanding paragraph (l) or (2) the
Registrar may, on such reasonable conditions as he thinks fit,
extend the time for making an application for an exemption.
14. The Registrar must, within thirty days after receipt
of an application for an exemption, grant the exemption
requested or send to the applicant written notice of his refusal
together with reasons therefor.
15. The Registrar may request that an applicant for an
exemption furnish him with further information or that any
other person furnish him with information in writing that is
relevant to the application.
16. The Registrar must furnish the applicant for an
exemption with a copy of any information received from
any other person under regulation 15 and must allow the
applicant a reasonable opportunity to respond in writing.
17. Where an applicant for an exemption or a person
from whom the Registrar has requested information under
regulation 15 does not provide the information within a
time specified by the Registrar, the Registrar may deal
with the application without regard to the information.
18. If the Registrar does not grant an exemption or
send written notice of his refusal within the time
specified in regulation 14, the applicant may exercise his
rights under section 230 of the Act as if the Registrar has
refused the exemption.

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Forms.

Setting out of
information.

Numbers to be
in numerical
form.
PART VII
Forms
19.(1) Except as may be otherwise authorised
herein, the forms in the Schedule are prescribed as the
forms of documents to be sent to the Registrar or to be
issued by him under the Act.
(2) A prescribed form other than the annual
return, need not be in the prescribed form obtained
from the Registrar but where the form is not obtained
from the Registrar the form used must conform as closely
as possible to the format of the prescribed form.
(3) The forms which are to be used in relation
to the continuance of a company pursuant to Division B,
Part IV of the Act are to follow the forms prescribed in
the Schedule for continuation of former-Act companies
with suitable modifications and adaptations.
(4) The documents prescribed by this regulation must be—
(a) on good quality paper;
(b) printed or typewritten; and
(c) legible and suitable for microfilming
and photocopying.
20. Where possible, each individual item in a
document must be set out in one or more sections, numbered
in sequence, and each item must be preceded by an
appropriate heading.
21.(1) Numbers in a document must be numerical and
not in words.

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Use of N/A.

Annexing of
additional
information.

(2) Information in a document must, where
practical, be set out in tabular form.
22.(1) If an item of information required to be
disclosed in a form does not apply, it must be so indicated by
the phrase "not applicable" or by the abbreviation "N/A".
(2) If information is set out in response to one
item in a document, it may be referred to in response to any
other item in that document by a cross reference.
23. (1) Where—
(a) any provision required to be set out
in a form furnished by the Registrar
is too long to be set out in the
space provided in the form; or
(b) an agreement or other document is
to be incorporated by reference in,
and to be part of the form,
the person completing the form may, subject to
paragraph (2), incorporate the provision, agreement or
other document in the form by setting out in the space
provided in the form the following sentence: "The
annexed Schedule, (or as the case may be) is incorporated
in this form" and by annexing the provision, agreement
or other document to the form as the Schedule.
(2) A separate Schedule is required in respect of
each item that is incorporated in a form by reference pursuant
to paragraph (1).

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Fees.
[15 of 2008]
PART VIII
FEES
24.(1) Subject to this regulation, the fees payable
under the Act are as follows—
(a) (i) for certificate of incorporation
and registration of stated share
capital at incorporation- $60,000
(ii) for further increases in the
stated share capital, increases in
any class of stated share capital,
or increases in any series of any
class of stated share capital -
$30,000;
(b) for certificate of amendment of
articles -$ 800
(c) for certificate of amalgamation of two
companies -$ 20,000
each additional company -$ 3,500
(d) for certificate of continuance under
section 339 - $ 3,500
and for certificate of continuance
under section 343(2) - $ 20,000
(e) to accompany a prospectus or
statement in lieu of prospectus sent to
the Registrar- $ 3,500
(f) for an exemption under section 148-
$ 800
(g) for an exemption under section156-
$ 3,500
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(h) for an uncertified copy of any
document or part thereof, in addition
to the fee for search under sub-
paragraph (k) per page- $ 35
(i) for certification of any document- $
350
(j) for any certificate, other than a
certificate of dissolution, or
certification for which a fee is not
provided- $ 800
(k) for search - $ 175
(l) for reservation of a name under
section - 490 $ 800
(m) for filing any document unrelated to
anything for which a fee is provided
above - $ 800
(2) The fees payable in respect of an external
company are as follows—
(a) for certificate or registration of a
company which had paid the
prescribed fee for filing under section
259 of the former Act- $ 3,500
(b) for certificate or registration in any
other case- $ 20,000
(c) to accompany annual return $ 3,500
(3) The Registrar may waive any fee payable under
sub-paragraphs (b) or (e) of paragraph (1).
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(4) If a fee is paid in respect of an application for
exemption and the application is registered, withdrawn or
abandoned, no part of the fee is returnable.
(5) Fees for External Companies—
(a) for original registration of
documents under section 313 and for
certificate of registration –
where capital of company does
not exceed $1,000,000 ... ... ...
$80,000
where capital of company
exceeds $1,000,000 but does
not exceed $3,000,000 .... $ 150,000
(b) in all other cases ... $ 300,000
(c) for Registering any notice of
alteration in any of the said
documents ... $ 7,000
(d) for filing and registering
any other document not herein
provided for ... $ 3,000
(e) For any certificate ... $ 4,000
(6) Registration of any charge -
(i) up to $500,000 $20,000
(ii) above $500,000 $40,000
_______________________

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SCHEDULE
Regulation 19
FORMS 1 TO 22
as contained hereinafter
1. Articles of Incorporation - Section 5.
2. Certification of Incorporation - Section 8.
3. Notice of Address or Notice of Change of Address of
Registered Office - Section 188(1) and (2).
4. Articles of Amendment - Section 32 (4).
5. Certificate of Amendment - Section 32 (5).
6. Memorandum of Satisfaction - Section 244 (l).
7. Registration of Enforcement of Security - Section 248.
8. Notice of Directors or Notice of Change of Directors -
Sections 67 and 75
9. Form of Proxy - Section 145
10. Management Proxy Circular - Section 146 (a).
11. Dissident Proxy Circular - Section 146 (b).
12. Articles of Continuance - Section 338.
13. Certificate of Continuance - Section 339.
14. External Company Application for Registration –
Section 316.
15. Certificate of Registration of External company -
Section 321.
16. Power of Attorney - Section 318.
17. Application to Restore Name to the Register –
Section 487 (5).
18. Request for Name Search and Name Reservation -
Section 490.
19. Annual Return - Section 153.
20. External Company Annual Return - Section 329.
21. Application for Exemption - Sections 148 and 154.
22. Certificate of Amalgamation - Section 493.
____________________
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Reg. 15/2008
FORM 1
COMPANIES ACT OF GUYANA
(Section 5)
ARTICLES OF INCORPORATION
1. Name of Company Company No:
2. The classes and any maximum number of shares
that the Company is authorised to issue
3. Restriction if any on share transfers
4. Number (or minimum and maximum) of
Directors
5. Restrictions if any on business the company may
carry on
6. Other provisions if any
7. Incorporators Date
Names Address Signature

COMPANIES ACT OF GUYANA
ARTICLES OF INCORPORATION
FORM I
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INSTRUCTIONS
Format:
Documents required to be sent to the Registrar
pursuant to the Act must conform with regulations 19 to 23 of
the Regulations. Where any provision required to be set out is
too long to be set in the space provided in the form, the form
may incorporate the provisions by annexing a schedule in the
manner described in regulation 23.
Item 1:
Set out a proposed corporate name that complies with
sections 491 and 492 of the Act and with regulation 2.
Item 2:
Set out the details required by section 5(1)(c) of the
Act. All shares must be without nominal or par value and
must comply with Division C of the Act.
Item 3:
If restrictions are to be placed on the right to transfer
shares of the company, set out a statement to this effect and
the nature of such restrictions.
Item 4:
State the number of directors. If cumulative voting is
permitted, the number of directors must be invariable,
otherwise it is permissible to specify a minimum and
maximum number of directors.
Item 5:

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If restrictions are to be placed on the business the
company may carry on, set out the restrictions.
Item 6:
Any provision that is to form part of the Articles may
be set out if the provision is permitted by the Act or
regulations to be set out in the by-laws of the company or in a
unanimous shareholder agreement, including any pre-
emptive rights or cumulative voting provisions.
Item 7:
Each incorporator must state his name, residential
address and affix his signature. If an incorporator is a
company, the address shall be that of the company, and the
articles shall be signed by a person authorised by the
company.
Other Documents:
The Articles must be accompanied by (a) Notice of
Registered Office (Form 3); (b) Notice of Directors (Form 8);
and (c) Request for Name Search and Name Reservation
(Form 18) as completed by the Registrar unless name is
reserved.
Completed documents in duplicate and the
prescribed fee are to be deposited at the office of the
Registrar.
__________________

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FORM 2
Company No.
COMPANIES ACT OF GUYANA
(Section 8)
CERTIFICATE OF INCORPORATION
Name of Company
I hereby certify that the above-mentioned Company, the
Articles of Incorporation of which are attached, was
incorporated under the Companies Act of Guyana.
____________________
Registrar of Companies
____________________
Date of Incorporation
_______________________
FORM 3
COMPANIES ACT OF GUYANA
(Section 188(1)) and (2))
NOTICE OF ADDRESS
OR
NOTICE OF CHANGE OF ADDRESS OF REGISTERED
OFFICE
1. Name of Company 2. Company No.
3. Address of Registered Office
4. Mailing Address
5. If change of address, give previous address of
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Registered Office.
6. Date Signature Title
COMPANIES ACT OF GUYANA
NOTICE OF REGISTERED OFFICE
FORM 3
INSTRUCTIONS
Format:
Documents required to be sent to the Registrar
pursuant to the Act must conform to regulations 19 to 23 of
the Regulations.
Item 1:
Set out the full legal name of the company and except
where a number has not yet been assigned, state company
number.
Item 2:
Set out in full the location of the registered office
including street address and, if multi-office building, room
number.
Item 3:
Mailing address may include post office box number,
if mailing address is the same as in item 3, state “same as
above.”
Item 4:
This item needs to be completed only if there is a
change in the location or address of the registered office.
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Signature:
A director or an authorised officer of the company
shall sign the notice. Upon incorporation, an incorporator
shall sign the notice.
Service of Documents:
Note that documents may, under section 489 of the
Act, be sent to or served upon the company at its registered
office.
Completed document, in duplicate, is to be deposited
at the office of the Registrar.
______________________
FORM 4
COMPANIES ACT OF GUYANA
(Section 32 (4))
ARTICLES OF AMENDMENT
1. Name of Company 2. Company No.
3. The articles of the above named company are
amended as follows:
Date
Signature Title

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COMPANIES ACT OF GUYANA
ARTICLES OF AMENDMENT
FORM 4
INSTRUCTIONS
Format:
Documents required to be sent to the Registrar
pursuant to the Act must conform to regulations 19 and 23 of
the Regulations.
General:
(a) Any change in the Articles of the
company must be made in accordance
with Part I of the Fourth Schedule. If
an amendment is to change a
corporate name, the new name must
comply with sections 9 to 491 of the
Act and with regulation 2. Where a
new name has not been reserved a
copy of Request for Names Search
and Name Reservation (Form 18)
should be attached.
(b) Each amendment must correspond to
the appropriate provisions of the
Article being amended, e.g. sections,
subsections, clauses, etc.
(c) A director or authorised officer shall
sign the Articles.
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(d) Articles of Amendment designating a
series of shares shall be accompanied
by a copy of the director’s resolution
authorising the issue of a series of
shares under section 32 of the Act.
The resolution may be attached as a
schedule in accordance with
regulation 23.
(e) Article of Amendment except Articles
referred to in (d) above, shall be
accompanied by a copy of the
authorizing special resolution
required under paragraph 1, of Part I
of the Fourth Schedule to the Act. The
resolution may be attached as a
schedule in accordance with
regulation 23.
Other Notices:
The Article must be accompanied by Notice of
Registered Office (Form 3) or Notice of Directors (Form 8) if
there has been a change in registered office or a change of
Directors.
Completed documents, in duplicate, and the prescribed fee
are to be deposited at the office of the Register.

__________________

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FORM 5
Company No.
COMPANIES ACT OF GUYANA
(Section 32(5))
CERTIFICATE OF AMENDMENT
Name of Company
I hereby certify that the Articles of the above-mentioned
company were amended.
Under Section 14 of the Companies Act in accordance
with the attached notice;
Under Section 32 of the Companies Act as set out in the
attached Articles of Amendment designating a series of
shares;
_________________________
Registrar of Companies
________________________
Date of Amendment

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FORM 6
COMPANIES ACT OF GUYANA
(Section 244 (1))
MEMORANDUM OF SATISFACTION
COMPANIES ACT OF GUYANA
MEMORANDUM OF SATISFACTION
FORM 6
INSTRUCTIONS
Format:

Documents required to be sent to the Registrar
pursuant to the Act must conform to regulations 19 to 23.
Item 1:

Set out the full legal name of the company and, except
where a number has not been assigned, state the company
number.
Item 3 :
Set out the property or undertaking charged.
1. Name of Company 2. Company No.
3. Property or undertaking charged:
4. Particulars of Satisfaction:
Date
Signature Title

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Item 4 :

Set out the appropriate particulars; see section 244 (1).
Signature:
A director or authorised officer of the company shall
sign the memorandum.
Completed document, in duplicate, is to be
deposited at the office of the Registrar.

FORM 7
COMPANIES ACT OF GUYANA
(Section 24 B)
REGISTRATION OF ENFORCEMENT OF SECURITY
1. Name of Company: Company No.
2. Name of person:
3. (a) The abovementioned person has obtained an order
for the appointment of a receiver of
.................................................................................
(b) The abovementioned person has appointed a
receiver of ......................................................................
(c) The above mentioned person who has entered into
possession of ..................................................................
(d) The above mentioned person who was appointed
receiver of.......................................................................
has ceased to act as such receiver.
(e) The above mentioned person having entered into
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COMPANIES ACT COMPANIES ACT OF GUYANA
REGISTRATION OF ENFORCEMENT OF SECURITY
FORM 7
INSTRUCTIONS
Format:
Documents required to be sent to the Registrar
pursuant to the Act must conform to regulations 19 to 23.
Item 1:
Set out the full legal name of the company and except
where a number has not been assigned, state the company
number.
Item 2:
State the name of the person seeking the registration.
Item 3:
Set out the appropriate particulars: see section 248 (1)
and (2).
Signature:
The person registering the document shall add his
signature.
Completed document, in duplicate, is to be deposited
at the office of the Registrar.
____________________
possession of ................................................................
has gone out of possession.
Date
Signature
Title

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FORM 8
COMPANIES ACT OF GUYANA
(Section 67 & 75)
NOTICE OF DIRECTORS
OR
NOTICE OF CHANGE OF DIRECTORS
1. Name of Company 2. Company No.
3. Notice is given that on the .......................day of
.....................................20.........,the following person(s)
was/were appointed director(s):
Name Mailing Address Occupation

4. Notice is given that on the ..........................day of
.................................... 20........, the following person (s) ceased
to hold office as director (s):
Name Mailing Address

5. The directors of the Company as of this date are:
Name Mailing Address Occupation

6. Date Signature Title

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COMPANIES ACT OF GUYANA
NOTICE OF DIRECTORS
FORM 8
INSTRUCTIONS
Format:
Documents required to be sent to the Registrar
pursuant to the Act must conform to regulations 19 to 23.
Item 1:
Set out the full legal name of the company and, except
where a number has not been assigned, state the company
number.
Item 3, 4, 5:
With respect to each director:
(a) set out first given name, initial and
family name;
(b) state full residential address; and
(c) specify occupation clearly, e.g.
manager, farmer, geologist.
Signature:
A director or authorised officer of the company shall
sign a notice. Upon incorporation, an incorporator shall sign
the notice.
Completed document, in duplicate, is to be deposited
at the office of the Registrar.
__________________

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FORM 9
COMPANIES ACT OF GUYANA
(Section 145 (1))
FORM OF PROXY
1. Name of Company Company No.
2. Particulars of Meeting
I/We.........................................................................................
of................................................................................. .....................
Shareholder (s) in the above Company appoint (s)
..............................................................................................................
of ..................................................or .................................................
of..................................................................................... .................to
be my/our proxy at the above meeting and any adjournment
thereof.
Signature (s)
Date
____________________
FORM 10
COMPANIES ACT OF GUYANA
(Sections 146 (a) )
MANAGEMENT PROXY CIRCULAR
1. Name of Company CompanyNo.
2. Particulars of Meeting
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3. Solicitation
4. Any director's statement submitted pursuant to
section 72(2)
5. Any auditor's statement submitted pursuant to
section 180(1)
6. Any shareholder's proposal and/or statement
submitted pursuant to sections 114 (a) and 115(2).
Date Signature Title
COMPANIES ACT OF GUYANA
MANAGEMENT PROXY CIRCULAR
FORM 10
INSTRUCTIONS
Format:
Documents required to be sent to the Registrar
pursuant to the Act must conform to regulations 19 to 23.
Item 1:
Set out the full legal name of the company and, except
where a number has not been assigned, state the company
number.
Item 2:
State full particulars of the meeting including the
date, place and time.
Item 3.
Set out the solicitation being made by the
management of the company.

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Item 4.
Any director's statement submitted pursuant to
section 72 (2) shall, unless it is included in or attached to a
management proxy circular, be sent to every shareholder
entitled to receive notice of the meeting and to the Registrar:
section 72 (3).
Item 5.
Any auditor's statement submitted pursuant to
section 180 (1) shall, unless it is included in or attached to a
management proxy circular, be sent to every shareholder
entitled to receive notice of the meeting and to the Registrar;
section 180 (2).
Item 6.
Any proposal submitted by a shareholder pursuant to
section 114(a), and any statement pursuant to section 115(2),
must be set out in the management proxy circular or attached
thereto.
Signature:
A director or authorised officer of the company shall
sign the circular.
__________________
FORM 11
COMPANIES ACT OF GUYANA
(Section 146 (b))
DISSIDENT PROXY CIRCULAR
1. Name of Company: Company No:
2. Particulars of Meeting

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3. Name of person soliciting
4. Solicitation
Signature
Date
__________________
COMPANIES ACT OF GUYANA
DISSIDENT PROXY CIRCULAR
FORM 11
INSTRUCTIONS
Format:
Documents required to be sent to the Registrar
pursuant to the Act must conform to regulations 19 to 23.
Item 1:
Set out the full legal name of the company and, except
where a number has not been assigned, state the company
number.
Item 2:
State full particulars of the meeting including the
date, place and time.
Item 3:
State the full name and address of the person
soliciting.
Item 4:
Set out the solicitation being made.

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Signature:
The person soliciting shall sign the circular.
__________________
FORM 12
COMPANIES ACT OF GUYANA
(Section 338)
ARTICLES OF CONTINUANCE
1. Name of Company:
2. Company No:
3. The classes and any maximum number of shares that the
company is authorised to issue.
4. Restrictions of any on share transfers.
5. Number (or minimum or maximum number) of
directors.
6. Restrictions if any on business the company may carry
on.
7. If change of name effected, previous name.
8. Details of Incorporation.
9. Other provisions if any.
10.Date
Signature Title
__________________

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COMPANIES ACT OF GUYANA
COMPANY LIMITED BY SHARES
ARTICLES OF CONTINUANCE
FORM 12
INSTRUCTIONS
Format:
Documents required to be sent to the Registrar
pursuant to the Act must conform with regulations 19 and 23.
Where any provision required to be set out is too long
to be set out in the space provided in the form, the form may
incorporate the provisions by annexing a schedule in the
manner described in regulation 23.
Item 1:
Set out the full legal name of the Company.
Item 3:
Set out the details required by section 5(1)(c) of the
Act. All shares must be without nominal or par value and
must comply with Division C of the Act. Par value shares
issued by a company before continuance are deemed to be
shares without nominal or par value (section 25(3)).
Item 4:
If restrictions are to be placed on the right to transfer
shares of the company, set out a statement to this effect and
the nature of such restrictions.
Item 5:
State the number of directors. If cumulative voting is
permitted, the number of directors must be invariable,
otherwise it is permissible to specify a minimum and
maximum number of directors.

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Item 6:
If restrictions are to be placed on the business the
company may carry on, set out the restrictions.
Item 9:
Any provision that is to form part of the Articles may
be set out if the provision is permitted by the Act or
regulations to be set out in the by-laws of the company or in
the unanimous share holder agreement, including any pre-
emptive rights or cumulative voting provisions.
Signature:
A director or authorised officer of the company shall
sign the Articles.
Other Documents:
The Articles must be accompanied by Notice of
Registered office (Form 3) and Notice of Directors (Form 8).
Completed documents, in duplicate and the
prescribed fee are to be deposited at the office of the
Registrar.
__________________
FORM 13
Company No.
COMPANIES ACT OF GUYANA
(Section 339)
CERTIFICATE OF CONTINUANCE
_____________________________________________
Name of Company
I hereby certify that the above-mentioned company was
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continued, as set out in the attached Articles of Continuance,
under section 339 of the Companies Act.
___________________________
Registrar of Companies
____________________________
Date of Continuance
________________________
FORM 14
COMPANIES ACT OF GUYANA
(Section 316)
EXTERNAL COMPANY
APPLICATION FOR REGISTRATION
1. Name of Company Company No:
2. Address of Registered or Head Office;
3. Address of Principal Office, if any, in Guyana;
4. Corporate Structure:
(a) Jurisdiction in which incorporated:
(b) Date and manner of incorporation:
(c) Period fixed for duration of Company:
(d) Extent to which liability of
shareholders limited:
________________

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COMPANIES ACT OF GUYANA
(Section 316)
EXTERNAL COMPANY
APPLICATION FOR REGISTRATION
FORM 14
INSTRUCTIONS
Item 1:
Set out full legal name of company:
Items 2 and 3:
Set out address in full, such as street, number and if
multi-office building, room number and postal code.
Item 4:
Give date, jurisdiction and manner of incorporation
and particulars of its corporate instruments, including the
period, if any, fixed by its corporate instruments for its
duration.
Item 5:
State the particulars required by section 316 (1) (j) of
the Act.
Item 6:
State the main actual business or businesses of the
company, and the date on which the company intends to
commence any of its operations in Guyana.
Item 7:
With respect to each director, set out first given name,
initial and family name and full residential address.
Also specify occupation.
Item 8:
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Verified copy of each of its corporate instruments
with up-to-date amendments must be obtained from an
appropriate official of jurisdiction where the company is
incorporated or deemed to be incorporated. A notarially
certified copy will be accepted.
There must also accompany the statement the
statutory declarations required by section 316(2) (a) of the Act
one of which must include a declaration that the Company is
a validly existing Company.
Signature:
A director or authorised officer of the company or
an Attorney-at-law shall sign the application.
Completed documents, in duplicate and the
prescribed fee are to be deposited at the office of the
Registrar.
__________________
FORM 15
COMPANIES ACT OF GUYANA
(Section 321)
CERTIFICATE OF REGISTRATION OFEXTERNAL
COMPANY
...................................
Company No.
..............................................................................................................
Name of Company
I hereby certify that the above-mentioned company, was
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registered as an external company the Companies Act.
...................................................................
Registrar of Companies
...............................................................
Date of Registration
_________________
FORM 16
COMPANIES ACT OF GUYANA
(Section 318)
POWER OF ATTORNEY
Know all man by these presents that
.........................................................Name and address of external
Company(hereafter called the "Company"). Hereby appoints:
Name and address of Attorney:
Its true and lawful attorney, to act as such, and such to
sue and he sued, plead and be impleaded in any Court in
Guyana, and generally on behalf of the Company within
Guyana to accept services of process and to receive all
unlawful notices and, for the purposes of the Company to all
the acts and to execute all deeds and other instruments
relating to the to the matters within the scope of this power of
attorney. It is hereby declared that service of the process in
respect of suits and proceedings by or against the Company
and of lawful notices on the attorney will be made binding on
the Company for all purposes. Where more than one person is
hereby appointed attorney, any one of them, without the
others, may act as true and lawful Attorney of the Company.
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This appointment revokes all previous appointments in
so far as such appointment relates to the scope of the powers
prescribed by this power.
Date Signature Title
COMPANIES ACT OF GUYANA
CONSENT TO ACTAS ATTORNEY
I, ..................................................................................Name of
Attorney........................................................................................ of
.....................................................
Business Address
hereby consent to act as an attorney for
.........................................pursuant to the Power of Attorney
dated the ................................filed herewith.
Dated this day of 20
WITNESS: Signature .........................
Signature of Attorney
Address ............................
............................
Occupation .......................
________________

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CONSENT TO ACT AS ATTORNEY
POWER OF ATTORNEY
FORM 16
INSTRUCTIONS
(a) Set out full legal name and foreign
address of company.
(b) Set out first given name, initial and
family name of attorney.
(c) Set out the business address of the
attorney in full.
(d) A company may appoint several
persons as its attorney. The
appointment of a law firm or any
other firm as an attorney will not be
accepted.
(e) The filing of a power of attorney
revokes all previous appointments.
(f) Where more than one attorney is
appointed, consent of each attorney is
required. In this event, write in the
space provided for consent to act as
Attorney "The annexed Schedule is
incorporated in this form", and annex
as Schedule Consent to act as
Attorney amended to provide for the
number of attorneys appointed.
Completed form, in duplicate, is to be
deposited at the office of the
Registrar.
__________________
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FORM 17
COMPANIES ACT OF GUYANA
(Section 487 (6))
APPLICATION TO RESTORE NAME TO THE REGISTER
1 Name of Company Company No.
______________________________________________
2 Date company struck off the register:
______________________________________________
3 Full address of registered office if incorporated under
the laws of Guyana:
_______________________________________________
4 Full address of registered or principal office if
incorporated other than under the laws of Guyana:
_______________________________________________
5 The Directors of the company are:
Full Name
Address
Occupation
Date
Signature
Title
_________________________

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FORM 18
COMPANIES ACT OF GUYANA
(Section 490)
REQUEST FOR NAME SEARCH AND NAME
RESERVATION
1. Name, Address and telephone number of person
making request:
Telephone No.........................
2. Proposed name or names in order of preference:
(a) ....................................................................
(b) ....................................................................
(c) ....................................................................
3. Main types of business the company carried on or
proposes to carry on:
(a) ...................................................................
(b) ....................................................................
(c) ....................................................................
4. Derivation of Names:
.........................................................................................
5. First available name to be reserved:
Yes ☐ No ☐
6. Name is for:
...............................................................................................
7. If for a change of name, state present name of
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company:
...............................................................................................
8. If for an amalgamation, state names of amalgamating
Companies.
...............................................................................................
COMPANIES ACT OF GUYANA
REQUEST FOR NAME SEARCH AND NAME
RESERVATION
FORM 18
INSTRUCTIONS
General :
This form is for use in reserving a name or in checking
availability of name. One copy of the form will be returned to
sender indicating result of search and should, if name is
available, be attached to articles when submitted. The form
need not be attached to articles if the name has been reserved.
An indication that a name is available at this time is
not to be construed as an undertaking that the name will be
available if and when the articles are submitted.
Item 1:
Set out name, address and telephone number of
person making request.
Item 2:
Set out proposed name or names in order of
preference. If more than three names are required to be
searched (of which only one will be reserved), one or more
additional request must be sent to the Registrar and fee must
be paid in respect of each name to be reserved.
Item 3:
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State the main types of business to be carried on.
Item 4:
If a name does not contain a distinctive word or does
not describe the business to be carried on, the onus is on the
person requesting the name to provide any information that
may assist in deciding the suitability of the name. If a name
consists of a coined word or initials, set out derivation.
Item 5:
No fee is payable for name search. A fee is payable
for each name reserved.
Item 6:
Set out whether the name is for incorporation;
registration of an external Company stating jurisdiction of
corporation; change of name; amalgamation, etc.
Completed documents, in duplicate, and the
prescribed fee (for reservation) are to be deposited at the
office of the Registrar.
_________________
COMPANIES ACT OF GUYANA
section 153
FORM 19
ANNUAL RETURN
1. Name of Company
Address of registered office of company
Address of place at which the register of members
or debenture holders of the company is kept, if
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other than at registered office of company.
Return for year ending
Company No.
Date of registration
2. Number of shares of each class taken up to the
date of this return.
Number of shares of each class issued subject to
payment wholly in cash.
Number of shares of each class issued as fully paid
up for a consideration other than cash.
Number of shares and each class of shares of the
company which have been issued and are
outstanding.
Number of instalments due but unpaid in respect
of the company's issued and outstanding shares.
Total amount of the sums (if any) paid by way of
commission in respect of any shares or debentures.
Total numbers of shares and debentures of each
class the company –
(i) renewed
(ii) acquired
(iii) forfeited
(iv) re-issued
Total amount of outstanding loans made,
guaranteed or secured under section 54.
3. Particulars of indebtedness
Total amount of the company's indebtedness
secured by mortgages or changes which are
required to be registered by the Registrar under
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section 233.
4. List of Past and Present Members
List of persons holding shares or stock in the
company within two months before the last day
for making the annual return, and of persons who
have held shares or stock therein at any time since
the date of the last return, or in the case of the first
return, of the incorporation of the company.
Folio in
register
ledger
containing
particulars
Names
and
addresses
Number of
shares held
by existing
members at
date of
return
Account
of Shares
Remarks
Particulars of
shares transferred
since the date of
the last return, or
in the case of the
first return, of the
company by (5)
persons who are
still who have
ceased to be
members.
No. Date of
registraion
of transfer
(a) (b)
5. Particulars of Directors and Secretaries
Particulars of the persons who are directors of the
company at the date of this return.

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6. P
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
6. Particulars of the person who is secretary of the
company at the date of this return.
Name
(In the case of an
individual, present
Christian name or names
and surname. In the case
of a corporation, the
corporate name)
Any former
Christian name or
names and
surname
Usual residential
address. (In the case of
a corporation the
registered or
principal
officer)
7. Name and address of the auditors of the company
8. Statement - has company complied with laying of
accounts in accordance with paragraph 8 of the
Fifth Schedule.
Signed.......................................Director
Signed.......................................Secretary
___________________
Name (in the
case of an
individual,
present
Christian name
or names and
surnames.
In the case of a
corporation, the
corporate name)
Any
Former
Christian
name or
names
and
surname
National-
ity
Usual
residential
address
(In the case
of a
corporation
, the
registered
or principal
office.)
Business
occupation
and
particulars
of other
director -
ships
Date
of birth

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FORM 20
COMPANIES ACT OF GUYANA
(section 329)
EXTERNAL COMPANY ANNUAL REPORT
1. Name of Company
Address of Registered or
Head Office
Address of principal
office, if any, in Guyana
Return for year
ending
Company No.:
Date of registration
2. List any changes in corporate structure:
____________________
FORM 21
COMPANIES ACT OF GUYANA
(Section 148, 154)
APPLICATION FOR EXEMPTION
1. Name of Company Company No:
2. Type of application for Exemption:
Proxy solicitation – section 148
Financial disclosure – section 154

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3. Name and address of applicant:
4. Capacity if applicant
5. Application for exemption is made for the
following reasons:
Date
Signature
Title
COMPANIES ACT OF GUYANA
APPLICATION FOR EXEMPTION
FORM 21
INSTRUCTIONS
Item 1:
Set out full legal name of company and company
number.
Item 2:
Tick the appropriate box to indicate the provision of
the Act to which the requested exemption relates.
Item 3:
Set out the full name (first name, initial and family
name if an individual) and address.
Item 4:
State the capacity in which the applicant acts, a
director, authorised officer or attorney-at-law of a company,
or an attorney-at-law or agent of an applicant.
Item 5:
State dearly the legal, economic or other reasons why
the exemption should he granted

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Signature:
The applicant or his authorised agent shall sign the
application. If the applicant is a company, a director of the
authorised agent of the company shall sign the application.
Complete documents in duplicate and the prescribed
fee are to be deposited at the office of the Registrar.
______________________
FORM 22
COMPANIES ACT OF GUYANA
(Section 493)
CERTIFICATE OF AMALGAMATION
......................................................
Company No.
..............................................................................................................
Name of Company
I hereby certify that the abovementioned company
resulted from the amalgamation of the companies as set out in
the attached Articles of Amalgamation
.......................................................
Registrar of Companies
.......................................................
Date of Amalgamation
_________________

14. Taxation of costs payable by or to Official Receiver or
TAXATION OF COSTS
13. Order for and taxation of costs.
12. Awarding costs.
11. Scale of costs and charges.
10. Service.
SERVICE AND EXECUTION OF PROCESS
9. Shorthand notes, etc.
TAKING OF NOTES OF EVIDENCE
8. Transmission of records.
7. Notice to Official Receiver.
6. Transfer of proceedings.
5. Proceedings how intituled.
PROCEEDINGS
4. General discretion of judge.
COURT AND CHAMBERS
3. Use of forms in appendix.
2. Interpretation.
1. Citation.
PRELIMINARY
RULE
ARRANGEMENT OF RULES
COMPANIES WINDING-UP RULES
L.R.O. 1/2012
Companies Winding-Up Rules [Subsidiary]
Cap. 89:01 542 Companies Act
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RULE by company.
15. Notice of appointment.
16. Lodgment of bill.
17. Copy of bill to be furnished.
18. Application for costs.
19. Certificate of taxation.
20. Certificate of employment.
COSTS PAYABLE OUT OF THE ASSETS OF THE
COMPANY
21. Costs payable out of the assets.
OFFICIAL RECEIVER AS PROVISIONAL LIQUIDATOR
22. Appointment of provisional Liquidator.
PETITION
23. Form of petition.
24. Advertisement of petition.
25. Service of petition.
26. Verification of petition.
27. Copy of petition to be furnished to creditor or
contributory.
ORDER TO WIND-UP A COMPANY
28. Form and contents.
29. Transmission of copy to official receiver.
30. Service of order.
31. Notice of order.
SPECIAL MANAGER
32. Appointment of special manager.

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RULE
FIRST MEETINGS OF CREDITORS AND
CONTRIBUTORIES
33. Notice of first meetings to officers of company.
34. Public notice of days fixed for first meetings.
35. Times for holding first meetings.
GENERAL MEETINGS OF CREDITORS AND
CONTRIBUTORIES
36. Meetings for ascertaining wishes of creditors and
contributories.
37. Meetings subsequent to first meetings.
38. Notices of general meetings.
39. Proof of notice.
40. Costs of calling meeting.
41. Chairman of general meetings.
42. Votes at meetings.
43. Copy of resolution for Registrar.
44. Non-reception of note by creditor.
45. Adjournment.
46. Quorum.
STATEMENT OF AFFAIRS
47. Preparation of statement of affairs.
48. Extension of time for submitting statement of affairs.
49. Information subsequent to statement of affairs
50. Default.
51. Expenses of statement of affairs,
APPOINTMENT OF LIQUIDATOR
52. Appointment of Liquidator on report of meetings of
creditors and contributories.
53. Death, etc., of Liquidator.
54. Style of Official Receiver when he is Liquidator.
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RULE
SECURITY BY LIQUIDATOR OR SPECIAL MANAGER
55. Standing security to Official Receiver.
56. Failure to give or keep up security.
PUBLIC EXAMINATION
57. Report of Official Receiver to be filed.
58. Appointment of time for consideration of report.
59. Consideration of report.
60. Application for day of holding examination.
61. Appointment of time and place for public
examination.
62. Notice of public examination to creditors and
contributories
63. Default in attending.
64. Notice of examination to be filed.
PROCEEDINGS AGAINST DELIQUENT DIRECTORS,
PROMOTERS AND OFFICERS
65. [Repealed]
66. [Repealed]
PAYMENTS INTO AND OUT OF A BANK
67. Special bank account.
68. Liquidator to settle list of contributories.
69. Appointment of time and place for settlement of list.
70. Settlement of list contributories.
71. Notice to contributories.
72. Application to the Court to vary the list.
73. Variation of or addition to list of contributories.

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RULE
COLLECTION AND DISTRIBUTION OF ASSETS
74. Collection and distribution of company's assets by
Liquidator.
75. Power of Liquidator.
76. Power of Liquidator to require delivery of property.
CALLS
77. Calls by Liquidator.
78. Application to Court for leave to make a call.
79. Service of notice of a call.
80. Enforcement of call.
PROOFS
81. Proof of debt.
82. Mode of proof.
83. Verification of proof.
84. Contents of proof.
85. Statement of security.
86. Costs of proof.
87. Discount.
88. Periodical payments.
89. Interest.
90. Proof for debt payable at a future time.
91. Workmen's wages.
92. Production of bills of exchange and promissory notes.
93. Time for lodging proofs.
94. Transmission of proofs to Liquidator.
ADMISSION AND REJECTION OF PROOFS, AND
APPEAL TO THE COURT
95. Examination of proof.
96. Appeal by creditor.
97. Expunging at instance of Liquidator.
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RULE
98. Expunging at instance of creditor.
99. Official Receiver's powers, etc.
100. Filing proofs by Official Receiver.
101. Proofs to be filed.
102. Procedure where creditor appeals.
103. Time for admission or rejection of proofs by Official
Receiver.
104. Time for admission or rejection of proofs by
Liquidator.
105. Costs of appeals from decisions as to proofs.
DIVIDENDS
106. Notice of intended dividend.
PROXIES
107. (1) Time for lodging.
(2) No minor to be a proxy.
108. Filling in where creditor blind or incapable.
STATEMENTS BY LIQUIDATOR TO THE REGISTRAR
OF JOINT STOCK COMPANIES
109. Conclusion of liquidation.
110. Information by Liquidator as to pending liquidation.
ACCOUNTS AND AUDIT
111. Audit of cash book.
112. Audit of Liquidator's accounts.
113. Liquidator carrying on business.
114. Copy of accounts to be filed.
115. Affidavit of no receipts.
116. Proceedings on resignation, etc., of Liquidator.
117. Expenses of sales.

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RULE
BOOKS
118. Record book.
119. Cash book.
120. File of proceedings.
121. Memorandum of advertisements.
RELEASE OF LIQUIDATOR
122. Application for release.
123. Gazetting release.
BOOKS TO BE KEPT, AND RETURNS MADE, BY
REGISTRAR
124. Books to be kept by Registrar.
LIQUIDATORS AND COMMITTEES OF INSPECTION
125. Remuneration of Liquidator.
126. Limit of remuneration.
127. Dealing.
128. Liquidator not to purchase from his employer or
partner without Court's sanction.
129. Committee of inspection.
130. Costs of obtaining sanction.
131. Sanction of payment to members of committee of
inspection.
132. Discharge of costs, etc., before assets handed over to
Liquidator.
OFFICIAL RECEIVER
133. Power of person to act for Official Receiver.
134. Duties where no assets.
135. Accounting by Official Receiver to Liquidator.
136. Functions of Official Receiver where no committee of
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RULE
inspection.
137. Appeals from Official Receiver.
SPECIAL MANAGER
138. Accounts.
ATTENDANCE AND APPEARANCE OF PARTIES,
ETC.
139. Attendance at proceedings.
140. Solicitor of Liquidator.
MISCELLANEOUS MATTERS
141. Enlargement or abridgment of time.
142. Formal defect not to invalidate proceedings.
143. Application of existing procedure.
SCHEDULE—Forms.
R. 5/5/1905
COMPANIES WINDING-UP RULES
made under section 462
Citation.

Interpretation.
[R. 1/1995]
1. These rules may be cited as the Companies Winding-
up Rules.

2. In these Rules—

"the company" means a company which is being wound up, or
against which proceedings to have it wound-up have been
commenced;

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Use of forms in
Schedule.
[R. 1/1995]

General
discretion of
judge.
"the Court" means the High Court and includes a judge of the
Court, and the Registrar or other officer of the Court when
exercising the powers of the Court pursuant to the Act or
these Rules, or the practice of the Court;
"creditor" includes a corporation, and a firm of creditors in
partnership;
"gazetted" means published in the Gazette;
"Liquidator" includes the Official Receiver when acting as
liquidator;
"proceedings" means the proceedings in the winding-up of a
company under the Act;
"publish" means published in the Gazette and one other
newspaper published in Guyana;

"the Registrar" means the Registrar of Deeds, and any act by
these rules directed to be done by the Registrar may be
done by any sworn clerk or notary public in his office;
"sealed" means sealed with the seal of the Court.
3. The forms in the Schedule, where applicable and
where they are not applicable forms of the like character, with
such variations as circumstances may require, shall be used.
Where such forms are applicable any costs occasioned by the
use of any other or more prolix forms shall be borne by or
disallowed to the party using the same, unless the Court shall
otherwise direct.
COURT AND CHAMBERS
4. (1) Subject to the Act applications to the Court under
the Act shall be heard in court or in chambers, according as the
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Proceedings
how intituled.
Form 1.

Transfer of
proceedings.
Form 2.
Form 3.

Notice to
Official
Receiver.

Transmission
of records.

judge shall by any general or special directions order:
Provided that appeals to the Court from the Official
Receiver and Liquidator shall be made by application to the
Court pursuant to the Rules of the High Court with reference
to applications for interlocutory orders in actions.
PROCEEDINGS
5. (1) Every proceeding in court or in chambers under
the Act shall be dated, and shall be intituled "In the matter of
the Companies Act,‛ with the name of the Court, and of the
company to which it relates. Numbers and dates may be
denoted by figures.
(2) The first proceeding in every winding-up matter
shall have a distinctive number assigned to it by the Registrar
and all subsequent proceedings in the same matter shall bear
the same number.
6. A judge may at any time, for good cause shown,
order any proceedings which have been commenced, or, are
pending in any county, to be conducted in some other county.
Where a judge certifies that, in his opinion, proceedings would
be more advantageously conducted in some other county, the
Registrar shall transmit a copy of such certified opinion to the
Official Receiver and the Liquidator, if any, and proceedings
shall thereupon be transferred.
7. Notice of any application for a transfer of
proceedings shall be served on the Official Receiver before the
hearing thereof.
8. Where any proceedings are transferred the records of
proceedings shall be transmitted to the branch of the Registrar's
office in the county to which the proceedings are transferred.

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Shorthand
notes, etc.
Forms 4, 5, 6
and 7.
[4 of 1972]

Service.

Scale of costs
and charges.
c.3:02

TAKING OF NOTES OF EVIDENCE
9. If the Court shall in any case, and at any stage in the
proceedings, be of opinion that it would be desirable that a
person (other than a clerk of the Court) should be appointed to
take down the evidence of any person examined under the Act
in shorthand or otherwise, it shall be competent for the Court
to make such appointment. Every person so appointed shall be
paid a sum not exceeding $10 a day, and where the Court
appoints a shorthand writer a sum not exceeding 30 cents per
folio of 120 words for any transcript of the evidence that may
be required, and such sums shall be paid by the party at whose
instance the appointment was made, or out of the assets of the
company as may be directed by the Court.
SERVICE AND EXECUTION OF PROCESS
10. All notices and other documents for the service of
which no special mode is directed may be sent by prepaid post
letter to the last known address of the person to be served
therewith; and the notice or document shall, in the absence of
proof to the contrary, be considered as served at the time that
the same ought to be delivered in the due course of post by the
post office.
COSTS
11. The scale of costs set forth in Appendix V to the
Rules of the High Court shall apply to the taxation and
allowance of costs and charges in all proceedings under the
Act, as if the proceedings under a petition for the winding-up
of a company were proceedings in an action and a fee of five
dollars shall be payable on filing such a petition in the
Registrar's office.

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Awarding costs.

Order for and
taxation of
costs.
Taxation of
costs payable
by or to Official
Receiver or by
company.
Notice of
appointment.
Lodgement
of bill.
Copy of bill
to be
furnished.
12. Where an action or other proceeding is brought
against the Official Receiver or a Liquidator as representing a
company, or where the Official Receiver or Liquidator is made
a party to an action or other proceeding on the application of
any other party thereto, he shall not be personally liable for
costs unless the Court otherwise directs.
13. (1) No costs shall in any case become payable by or
to any party unless expressly so directed by the judgment or
order of the Court.
(2) The costs directed by any judgment or order to
be paid shall be taxed by the Registrar on production of a
certified copy of the judgment or order.
14. The following rules numbered 15 to 20 (inclusive)
shall apply to the taxation and allowance of costs payable by or
to the Official Receiver or Liquidator or which are to be paid
out of the assets of the company.
15. Every person whose bill or charges is or are to be
taxed shall in all cases give not less than four days' notice of the
appointment to tax the same to the Official Receiver and to the
Liquidator (if any).
16. The bill or charges, if incurred prior to the
appointment of a Liquidator, shall be lodged with the Official
Receiver, and if incurred after the appointment of a Liquidator
shall be lodged with the Liquidator three clear days before the
application for the appointment to tax the same is made. The
Official Receiver or the Liquidator, as the case may be, shall
forthwith, on receiving notice of taxation, lodge such bill or
charges with the Registrar.
17. Every person whose bill or charges is or are to be
taxed shall, on application either of the Official Receiver, or the
Liquidator, furnish a copy of his bill of charges so to be taxed,
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Applications
for costs.

Certificate
of taxation
Form 8.
Certificate of
employment.
on payment at the rate of 8 cents per folio of 72 words, which
payment shall be charged on the assets of the Company. The
Official Receiver shall call the attention of the Liquidator to any
items which, in his opinion, ought to be disallowed or reduced,
and may attend or be represented on the taxation.
18. Where any party to, or person affected by, any
proceeding desires to make an application for an order that he
be allowed his costs, or any part of them, incident to such
proceedings, and such application is not made at the time of
the proceeding—
(a) such party or person shall serve
notice of his intended application on
the Official Receiver, and, if a
Liquidator has been appointed, on the
Liquidator;
(b) the Official Receiver and Liquidator
may appear on such application and
object thereto;
(c) no costs of or incident to such
application shall be allowed to the
applicant, unless the Court is satisfied
that the application could not have
been made at the time of the
proceeding.
19. Upon the taxation of any bill of costs, charges, or
expenses being completed, the Registrar shall issue to the
person presenting such bill for taxation his certificate of
taxation. The bill of costs, charges, and expenses shall be filed
by the Registrar with the proceedings.
20. Before the bill or charges of any solicitor, manager,
accountant, auctioneer, broker, or other person employed by
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Costs payable
out of the
assets.
the Official Receiver or Liquidator, is or are taxed, a certificate
in writing, signed by the Official Receiver, or Liquidator, as the
case may be, shall be produced to the Registrar, setting forth
whether any, and if so, what special terms of remuneration
have been agreed to, and in the case of the bill of costs of a
solicitor, a copy of the resolution or other authority sanctioning
the employment.
COSTS PAYABLE OUT OF THE ASSETS OF THE
COMPANY
21. The assets of a company which is being wound up,
remaining after payment of the fees and actual expenses
incurred in realising or getting in the assets and all fees and
commissions payable to the Official Receiver as Liquidator or
otherwise shall, subject to any order of the Court, be liable to
the following payments, which shall be made in the following
order of priority:
FIRST. The taxed costs of the petition, including the taxed
costs of any person appearing on the petition whose costs are
allowed by the Court.
NEXT. The remuneration of the special manager (if any).
NEXT. The costs and expenses of any person who makes,
or concurs in making, the company's statement of affairs.
NEXT. The taxed charges of any shorthand writer
appointed to take an examination:
Provided that where the shorthand writer is appointed at
the instance of the Official Receiver the cost of the shorthand
notes shall be deemed to be an expense incurred by the
Receiver in getting in and realising the assets of the company.
NEXT. The Liquidator's necessary disbursements, other
than actual expenses of realisation heretofore provided for.
NEXT. The costs of any person properly employed by the
Liquidator with the sanction of the committee of inspection.
NEXT. The remuneration of any Liquidator other than the
Official Receiver.
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Appointment
of provisional
Liquidator.

Form 18.
Form of
petition.
Forms 9
and 10.
[R. 1/1995]

Advertisement
of
petition.
Form 13.

NEXT. The actual out-of-pocket expenses necessarily
incurred by the committee of inspection, subject to the
approval of the Court.
OFFICIAL RECEIVER AS PROVISIONAL LIQUIDATOR
22. (1) After the presentation of a petition, upon the
application of a creditor, or of a contributory, or of the
company, and upon proof by affidavit of sufficient grounds for
the appointment of the Official Receiver as provisional
Liquidator, the Court may, if it thinks fit, and upon such terms
as may be just, make such appointment.
(2) An order appointing the Official Receiver to be
provisional Liquidator prior to the making of a winding-up
order, shall bear the number of the petition in respect of which
it is made, and shall state the nature and short description of
the property of which the Official Receiver is ordered to take
possession.
PETITION
23. Every petition for the winding-up of any company
by the Court, shall be in the Forms Nos. 9 and 10 in the
Schedule with such variations as circumstances may require.
24. Every such petition shall be advertised seven clear
days before the hearing, once at least, both in the Gazette and in
a newspaper published and circulating in the county in which
the company's registered office, or if there shall be no such
office, then its principal or last known principal place of
business, is or was situate. The advertisement shall state the
day on which the petition was presented, and the name and
address of the petitioner, and of his attorney-at-law.

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Service of
petition.
Forms 11
and 12.
[R. 1/1995]
Verification
of petition.
Form 14.
[R. 1/1995]

Copy of
petition to be
furnished to
creditor or
25. Every petition shall, unless presented by the
company, be served at the registered office, if any, of the
company, and if there is no registered office, then at the
principal or last known principal place of business of the
company, if any such can be found, upon any member, officer,
or servant of the company there, or in case no such member,
officer, or servant can be found there, then by being left at such
registered office or principal place of business, or by being
served on such member or members of the company as the
Court may direct.

26. (1) Every petition for the winding up of any
company by the Court, shall be verified by an affidavit
referring thereto. Such affidavit shall be made by the petitioner,
or by one of the petitioners, if more than one, or by his
attorney, or by some person deposing from his own knowledge
as to the facts stated in the petition, or, in case the petition is
presented by a Company, by some director, secretary, or other
principal officer thereof, or its attorney or by some such person
as aforesaid, and shall be sworn, and filed within four days
after the petition is presented, and such affidavit shall be
sufficient prima facie evidence of the statements in the petition.
(2) Affidavits in opposition to a petition that a
company may be wound up under the order shall be filed
within seven days of the date on which the affidavit verifying
the petition is filed, and notice of the filing of every such
affidavit shall be given to the petitioner or his solicitor.

(3) An affidavit in reply to an affidavit filed in
opposition to a petition shall be filed within three days of the
date on which notice of such affidavit is received by the
petitioner or his solicitor.
27. Every contributory or creditor of the company shall
be entitled to be furnished, by the solicitor of the petitioner,
with a copy of the petition, within 24 hours after requiring the
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contributory.

Form and
contents.
Forms 15
and 16.

Transmission
of copy to
official
receiver.

Service of
order.

Notice of
order.
Form 17.

Appointment
of special
manager
same, on paying the rate of 8 cents per folio of 72 words for
such copy.
ORDER TO WIND UP A COMPANY
28. An order to wind up a company shall contain at the
foot thereof a notice stating that it will be the duty of the person
who is at the time secretary or chief officer of the company, and
of such of the persons who are liable to make out or concur in
making out the company's statement of affairs as the Official
Receiver may require, to attend on the Official Receiver
forthwith on the service thereof at the place mentioned therein.
29. A copy of every order to wind up a company, and
order for appointment of the Official Receiver as provisional
Liquidator of a company, sealed with the seal of the Court,
shall forthwith be delivered or sent by the Registrar to the
Official Receiver.
30. The Registrar shall cause a copy of the order to
wind-up a company sealed with the seal of the Court to be
served upon the secretary or other chief officer of the company
at the registered office of the company, or upon such other
person or persons, or in such other manner as the Court may
direct.
31. When an order to wind-up a company is made the
Registrar shall forthwith publish a notice thereof.
SPECIAL MANAGER
32. (1) An application by the Official Receiver for the
appointment of a special manager shall be supported by a
report of the Official Receiver which shall be placed on the file
of proceedings, and in which shall be stated the amount of
remuneration which, in the opinion of the Official Receiver,
ought to be allowed to the special manager. No affidavit by the
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L.R.O. 1/2012

Notice of first
meetings to
officers of
company.
Form 21.

Public notice
of days fixed
for first
meetings.
Forms 19 and
20.
Times for
holding first
meetings.
[R. 1/1995]

Official Receiver in support of such an application shall be
required.
(2) The remuneration of the special manager shall,
unless the judge otherwise in any special case directs, be stated
in the order appointing him.
FIRST MEETINGS OF CREDITORS AND
CONTRIBUTORIES
33. The Official Receiver shall give to each of the
directors and other officers of the company who, in his opinion,
ought to attend the first meetings of creditors and
contributories seven days' notice of the time and place
appointed for each meeting. The notice may be either delivered
personally or sent by prepaid post letter, as may be convenient.
It shall be the duty of every director or officer who receives
notice of such meeting to attend if so required by the Official
Receiver.
34. The Official Receiver shall fix the days for the first
meetings of creditors and contributories, and shall forthwith
publish notice thereof.

35. Where practicable, and unless the Court specially
directs to the contrary, the first meetings of creditors and
contributories shall not be held until after the statement of
affairs prescribed by section 366 of the Act has been submitted
to the Official Receiver. If an extension of time for summoning
the meetings or either of them is required, an application for
extension of time may be made by the Official Receiver ex parte
on a report without any affidavit.

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Meetings for
ascertaining
wishes of
creditors and
contributories.
Form 28.
Meetings
subsequent
to first
meetings.
Form 23.

Notice of
General
meetings.

Proof of
notice.
Forms 24
and 25.

Costs of
calling
meeting.

GENERAL MEETINGS OF CREDITORS AND
CONTRIBUTORIES
36. Subject to the Act and to the control of the Court,
the Liquidator may from time to time, when he thinks
expedient, summon, hold, and conduct meetings of the
creditors or contributories for the purpose of ascertaining their
wishes in all matters relating to the winding-up.
37. Meetings subsequent to the first meetings of
creditors and contributories shall be summoned by sending
notices to them. The notice to each creditor shall be sent to the
address given in his proof, or, if he has not proved, to the
address given in the statement of affairs of the company, or to
such other address as may be known to the person summoning
the meeting. The notice to each contributory shall be sent to the
address mentioned in the company's books as the address of
such contributory, or to such other address as may be known to
the person summoning the meeting.
38. The notices of general meetings to be issued to
creditors and contributories by the Official Receiver or
Liquidator shall, where no special time is prescribed, be sent off
not less than seven days before the day appointed for the
meeting.
39. A certificate by the Official Receiver or other officer
of the Court, or by the clerk of any such person, or an affidavit
by the Liquidator, or his solicitor or the clerk of either of such
persons, that the notice of any meeting has been duly posted,
shall be sufficient evidence of such notice having been duly
sent to the person to whom the same was addressed.
40. The costs of summoning a meeting of creditors at
the instance of any person other than the Official Receiver or
Liquidator shall be paid by the person at whose instance it is
summoned, who shall before the meeting is summoned deposit
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Chairman
of general
meetings.
Form 22.
[R. 1/1995]

Votes at
meeting.
[R. 1/1995]
Copy of
resolution for
Registrar.
Form 29.
Non-reception
of note by
creditor.

Adjournment.
Form 26.

Quorum.
with the Official Receiver or Liquidator (as the case may be)
such sum as may be required by the Official Receiver or
Liquidator as security for the payment of such costs. The said
costs shall be repaid out of the assets of the company, if the
creditors or contributories, as the case may be, shall by
resolution so direct.
41. Where a meeting is summoned by the Official
Receiver he or someone nominated by him shall be chairman of
the meeting. At every other meeting of creditors and
contributories (other than meetings to which section 382 of the
Act applies) the chairman shall be such person as the meeting
by resolution shall appoint.
42. The provisions of section 457 of the Act relating to
votes of creditors and contributories at meetings summoned
under that section shall apply to the voting of creditors and
contributories at meetings held under these Rules.
43. The Official Receiver, or, as the case may be, the
Liquidator, shall send to the Registrar, a copy, certified by him,
of every resolution of a meeting of creditors or contributories.
44. Where a meeting of creditors or contributories is
summoned by notice, the proceedings and resolutions at the
meeting shall, unless the Court otherwise orders, be valid,
notwithstanding that some creditors or contributories may not
have received the notice sent to them.
45. Where a meeting of creditors is adjourned, the
adjourned meeting shall be held at the same place as the
original place of meeting, unless in the resolution for
adjournment another place is specified, or unless the Court
otherwise orders.
46. In calculating a quorum at a creditors' meeting,
those persons only who are entitled to vote shall be reckoned.
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Preparation
of statement
of affairs.
Form 30.
[R. 1/1995]

Extension
of time for
submitting
statement of
affairs.

Information
subsequent
to statement
of affairs.

Default.
[R. 1/1995]
STATEMENT OF AFFAIRS
47. (1) Every person who under section 366 of the Act
has been required by the Official Receiver to submit and verify
a statement as to the affairs of the company, shall be furnished
by the Official Receiver with forms and instructions for the
preparation of the statement. The statement shall be made out
in duplicate, one copy of which shall be verified by affidavit.
The Official Receiver shall place upon the file of proceedings in
the winding-up the verified statement of affairs.

(2) The Official Receiver may from time to time hold
personal interviews with such person or persons, for the
purpose of investigating the company's affairs; and it shall be
the duty of every such person to attend on the Official Receiver
at such time and place as the Official Receiver may appoint and
give the Official Receiver all the information that he may
require.
48. Where any person require any extension of time for
submitting the statement of affairs, he shall apply to the Official
Receiver, who may, if he thinks fit, give a written certificate
extending the time, which certificate shall be filed with the
proceedings in the winding-up, and shall render an application
to the Court unnecessary
49. After the statement of affairs of a company has been
submitted to the Official Receiver it shall be the duty of each
person who has made it, if and when required, to attend on the
Official Receiver and answer all such questions as may be put
to him, and give all such further information as may be
required of him by the Official Receiver, in relation to the
statement of affairs.
50. Any default in complying with the requirement of
section 366 of the Act may be reported by the Official Receiver
to the Court.
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Expenses of
statement of
affairs.

Appointment
of Liquidator
on report of
meetings of
creditors and
contributories.
Form 29.
Form 31.
51. A person who is required to make or concur in
making any statement of affairs of a company shall before
incurring any costs or expenses in and about the preparation
and making of the statement apply to the Official Receiver for
his sanction, and submit a statement of the estimated costs and
expenses which it is intended to incur; and no person shall be
allowed out of the assets of the company any costs or expenses
which have not before being incurred been sanctioned by the
Official Receiver.
APPOINTMENT OF LIQUIDATOR
52. (1) As soon as possible after the first meetings of
creditors and contributories have been held the Official
Receiver, or the chairman of the meeting, as the case may be,
shall report the result of each meeting to the Court.
(2) Upon the result of the meetings of creditors and
contributories being reported to the Court, the Court may, if
the creditors and contributories are unanimous in their
determination, upon the application of the Official Receiver,
forthwith make the appointments necessary for giving effect to
such determination. In any other case the Court shall, on
application by the Official Receiver, fix a day for considering
the determinations of the meetings, deciding differences (if
any) and making such appointments and orders as shall be
necessary.
(3) When a time and place have been fixed for the
consideration of the determinations of the meetings such time
and place shall be advertised by the Official Receiver in such
manner as the Court shall direct, but so that the first or only
advertisement shall be published not less than seven days
before the day so fixed.
(4) Upon the consideration of the determinations of
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L.R.O. 1/2012
Form 33
Death, etc
of Liquidator.

Style of
Official
Receiver
when he is
Liquidator

Standing
security to
Official
Receiver.

the meetings the Court shall hear the Official Receiver or any
creditor or contributory.
(5) If a Liquidator or a committee of inspection is
appointed the Registrar shall, as soon as the Liquidator has
given security, publish a notice of the appointment. The
expense of publishing such notice shall be paid by the
Liquidator, but may be charged by him on the assets of the
company.
53. In case of the death, removal or resignation of a
Liquidator another may be appointed in his place in the same
manner as directed in the case of a first appointment, and the
Official Receiver shall, on the request of not less than one-tenth
in value of the creditors or contributories, summon meetings
for the purpose of determining whether or not the vacancy
shall be filled.
54. When the Official Receiver is Liquidator of a
company he shall be styled "Official Receiver and Liquidator."
SECURITY BY LIQUIDATOR OR SPECIAL MANAGER
55. In the case of a special manager or Liquidator other
than the Official Receiver the following rules as to security shall
be observed:
(a) The security shall be given to the
Official Receiver or such persons and
in such manner as he may from time to
time direct.
(b) It shall not be necessary that security
shall be given in each separate
winding-up; but security may be given
either specially in a particular
winding-up or generally to be
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L.R.O. 1/2012
Form 32.
Failure to
give or keep
up security.

available for any winding-up in which
the person giving security may be
appointed either as Liquidator or
special manager.
(c) The Official Receiver shall fix the
amount and nature of such security
and may from time to time, as he
thinks fit, either increase or diminish
the amount of special or general
security which any person has given.
(d) The certificate of the Official Receiver
that a Liquidator or special manager
has given security to his satisfaction
shall be placed on the file of
proceedings.
(e) The cost of furnishing the required
security by a Liquidator or special
manager shall be borne by him
personally and shall not be charged
against the assets of the company as an
expense incurred in the winding-up.
56. (1) If a Liquidator or special manager fails to give
the required security within the time stated for that purpose in
the order appointing him or any extension thereof, the Official
Receiver shall report such failure to the Court, who shall
thereupon rescind the order appointing the Liquidator or
special manager.
(2) If a Liquidator or special manager fails to keep
up his security, the Official Receiver shall report such failure to
the Court, who may thereupon remove the Liquidator or
special manager and make such order as to costs as the Court
shall think fit.

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Report of
Official
Receiver
to be filed.
[R. 1/1995]
Appointment
of time for
consideration
of report.
Consideration
of report.

Application for
day of holding
examination.
Form 34.
Appointment
of time and
place for public
examination.
Form 35.
Notice of public
Examination to
creditors and
contributories.

PUBLIC EXAMINATION
57. A report made by the Official Receiver pursuant to
section 364 of the Act shall state in a narrative form the facts
and matters which the Official Receiver desires to bring to the
notice of the Court, and his opinion as required by the said
section.
58. The Official Receiver may apply to the Court to fix
a day for the consideration of the report, and on such
application the Court shall appoint a day on which the report
shall be considered.
59. The consideration of the report shall be in open
Court, and the Official Receiver shall personally attend the
consideration of the report and give the Court any further
information or explanation with reference to the matters stated
in the report which the Court may require.
60. Upon an order directing a person to attend for
public examination being made, the Official Receiver shall, if
the day for such examination is not fixed by the order, apply to
the Registrar to obtain the appointment of a day on which the
public examination is to be held.
61. Notice of the day and place appointed for holding
the public examination shall be given by the Official Receiver
to the person who is to be examined, by sending such notice in
a registered letter addressed to his usual or last known address.
62. The Official Receiver shall give notice of the order
appointing the time and place for holding a public examination
to the creditors and contributories by advertising the order in
such newspapers as the Court may from time to time direct, or
in default of any such direction as the Official Receiver thinks
fit, and shall also cause notice of the order to be gazetted.

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L.R.O. 1/2012
Default in
attending.

Form 37.
Notice of
Examination
To be filed.
Form 36.

Special bank
account.
63. If any person who has been directed by the Court
to attend for public examination fails to attend at the time and
place appointed by the order for holding or proceeding with
the same, and no good cause is shown by him for such failure,
or if before the day appointed for the examination the Official
Receiver satisfies the Court that such person has absconded, or
that there is reason for believing that he is about to abscond
with the view of avoiding examination, it shall be lawful for the
Court, upon its being proved to the satisfaction of the Court
that the order for attendance at the public examination was
duly served, without any further notice to issue a warrant for
the arrest of the person required to attend, or to make such
other order as the Court shall think fit.
64. The notes of every public examination held
pursuant to the Act shall, after being signed as required by the
said Act, be filed with the proceedings.
PROCEEDINGS AGAINST DELINQUENT DIRECTORS,
PROMOTERS AND OFFICERS
65. [Repealed by R. 1/1995]
66. [Repealed by R. 1/1995]
PAYMENTS INTO AND OUT OF A BANK
67. The Liquidator shall forthwith pay all moneys
received by him into the account at the bank determined by the
Court to the credit of the Liquidator of the Company. All
payments out shall be made by cheque payable to order, and
every cheque shall have marked or written on the face of it the
name of the Company, and shall be signed by the Liquidator,
and if a committee of inspection has been appointed shall be
countersigned by at least one member of the committee of
inspection, and by such other person, if any, as the committee
of inspection may appoint.
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568 Cap. 89:01 Companies
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L.R.O. 1/2012

Liquidator to
settle list of
contributories.
Form 39.
[R. 1/1995]

Appointment
of time and
place
for settlement of
list.
Form 40.
Settlement of
list of
contributories.
Form 41.
Notice to
contributories.
Forms 42, 44,
45 and 46.
Application
to the court
to vary the list.
LIST OF CONTRIBUTORIES
68. The Liquidator shall with all convenient speed
after his appointment settle a list of the contributories of the
company, and shall appoint a day for that purpose. The list of
contributories shall contain a statement of the address of, and
the number of shares or extent of interest to be attributed to
each contributory, and shall distinguish the several classes of
contributories. As regards representative contributories the
Liquidator shall observe the requirements of section 386(2) of
the Act.
69. The Liquidator shall give notice in writing of the
time and place appointed for the settlement of the list of
contributories to every person whom he proposes to include in
the list, and shall state in the notice to each person in what
character and for what number of shares or interest he
proposes to include such person in the list.
70. On the day appointed for settlement of the list of
contributories, the Liquidator shall hear any person who
objects to being settled as a contributory, and after such hearing
shall finally settle the list, which, when so settled, shall be the
list of contributories of the company.
71. The Liquidator shall forthwith give notice to every
person to whom he has finally placed on the list of
contributories stating in what character and for what number
of shares or interest he has been placed on the list, and in the
notice inform such person that any application for the removal
of his name from the list or for a variation of the list, must be
made to the Court within 21 days from the date of the service
on the contributory or alleged contributory of notice of the fact
that his name is settled in the list of contributories.
72. Subject to the power of the Court to extending the
time or to allow an application to be made notwithstanding the
LAWS OF GUYANA
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[Subsidiary] Companies Winding-Up Rules
L.R.O. 1/2012

Variation of or
addition to
list of
contributories.
Form 43.

Collection and
distribution of
company’s
assets by
Liquidator.
[R. 1/1995]

Power of
Liquidator.
[R. 1/1995]

Power of
Liquidator to
require delivery
of property.
Form 47.
[R. 1/1995]

expiration of the time limited for that purpose, no application
to the Court by any person who objects to the list of
contributories as finally settled by the Liquidator shall be
entertained after the expiration of 21 days from the date of the
service on such person of notice of the settlement of the list.
73. The Liquidator may from time to time vary or add
to the list of contributories, but any such variation or addition
shall be made in the same manner in all respects as the
settlement of the original list.
COLLECTION AND DISTRIBUTION OF ASSETS
74. The duty imposed on the Court by section 386(1) of
the Act with regard to the collection of the assets of the
company and the application of the assets in discharge of the
company's liabilities shall be discharged by the Liquidator as
an officer of the Court, subject to the control of the Court.
75. For the purpose of the discharge by the Liquidator
of the duties imposed by section 386(1) of the Act as modified
by the last preceding rule, the Liquidator shall for the purpose
of acquiring or retaining possession of the property of the
company, be in the same position as if he were a receiver of the
property appointed by the High Court, and the Court may, on
his application, enforce such acquisition or retention
accordingly.
76. The powers conferred on the Court by section 387
of the Act shall be exercised by the Liquidator. Any
contributory for the time being on the list of contributories,
trustee, receiver, banker, or agent or officer of the company
which is being wound up under order of the Court shall, on
notice from the Liquidator and within such time as he shall by
notice in writing require, pay, deliver, convey, surrender, or
transfer to or into the hands of the Liquidator any sum of
money or balance, books, papers, estate, or effects which
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570 Cap. 89:01 Companies
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L.R.O. 1/2012

Calls by
Liquidator.
[R. 1/1995]
Form 48.

Form 49.
happen to be in his hands for the time being, and to which the
Company is prima facie entitled.
CALLS
77. The powers and duties of the Court in relation to
making calls upon contributories conferred by section 389 of
the Act shall and may be exercised by the Liquidator as an
officer of the Court, subject to the following regulations:
(a) Where the Liquidator desires to make
any call on the contributories, or any of
them, for any purpose authorised by
the Act if there is a committee of
inspection he may summon a meeting
of such committee for the purpose of
obtaining their sanction to the
intended call.
(b) The notice of the meeting shall be sent
to each member of the committee of
inspection in sufficient time to reach
him not less than seven days before the
day appointed for holding the
meeting, and shall contain a statement
of the proposed amount of the call, and
the purpose for which it is intended.
Notice of the intended call and the
intended meeting of the committee of
inspection shall also be advertised
once at least in a newspaper circulating
in the county in which the winding-up
is being conducted. The advertisement
shall state the time and place of the
intended meeting of the committee of
inspection, and that each contributory
may either attend the said meeting and
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Form 50.

Application to
court for leave
to make a call.
Forms 52, 53
and 54.
be heard, or make any communication
in writing to the Liquidator or
members of the committee of
inspection to be laid before the
meeting, in reference to the said
intended call.
(c) At the meeting of the committee of
inspection any statements or
representations made either to the
meeting personally or addressed in
writing to the Liquidator or members
of the committee by any contributory
shall be considered before the intended
call is sanctioned.
(d) The sanction of the committee shall be
given by resolution which shall be
passed by a majority of the members
present.
(e) Where there is no committee of
inspection the Liquidator shall not
make a call without obtaining the leave
of the Court.
78. Every application to the Court for leave to make
any call on the contributories or any of them, for any purpose
authorised by the Act shall state the proposed amount of such
call, and the usual notice thereof shall be served four clear days
at the least before the day appointed for making the call on
every contributory proposed to be included in such call, or if
the Court so directs notice of such intended call may be given
by advertisement, without a separate notice to each
contributor.

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L.R.O. 1/2012
Service of
notice of a call.
Forms 51
and 55

Enforcement
of call.
Forms 56,57
and 58.

Proof of debt.

Mode of proof.
Verification of
proof.

Content of
proof.
Form 59.

Statement of
security.

79. When in pursuance of a resolution of the
committee of inspection or an order of the Court, a call has
been made by the Liquidator, a copy of the resolution or order
shall be forthwith served upon each of the contributories
included in such call, together with a notice from the
Liquidator specifying the amount or balance due from such
contributory in respect of such call, but such resolution or order
need not be advertised unless for any special reason the Court
so directs.
80. The payment of the amount due from each
contributory on a call may be enforced by order of the Court to
be made on application by the Liquidator.
PROOFS
81. Every creditor shall prove his debt.
82. A debt may be proved by delivering or sending
through the post in a prepaid letter to the Official Receiver, or,
if a Liquidator has been appointed, to the Liquidator, an
affidavit verifying the debt.
83. The affidavit may be made by the creditor himself,
or by some person authorised by or on behalf of the creditor. If
made by a person so authorised, it shall state his authority and
means of knowledge.
84. The affidavit shall contain or refer to a statement of
account showing the particulars of the debt, and shall specify
the vouchers, if any, by which the same can be substantiated.
The Official Receiver or Liquidator may at any time call for a
production of the vouchers.
85. The affidavit shall state whether the creditor is or is
not a secured creditor.

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Cost of proof.
Discount.

Periodical
payments.

Interest.

Proof for debt
Payable at a
future time.

Workmen’s
wages.
Form 60.
86. A creditor shall bear the cost of providing his debt,
unless the Court otherwise orders.
87. A creditor proving his debt shall deduct therefrom
all trade discounts, but he shall not be compelled to deduct any
discount not exceeding five per cent on the net amount of his
claim, which he may have agreed to allow for payment in cash.
88. When any rent or other payment falls due at stated
periods, and the order to wind-up is made at any time other
than one of those periods, the person entitled to the rent or
payment may prove for a proportionate part thereof up to the
date of the winding-up order as if the rent or payment grew
due from day to day.
89. On any debt or sum certain, payable at a certain
time or otherwise, whereon interest is not reserved or agreed
for, and which is overdue at the date of the winding-up order,
the creditor may prove for interest at a rate not exceeding six
per cent per annum to the date of the commencement of the
winding-up from the time when the debt or sum was payable,
if the debt or sum is payable by virtue of a written instrument
at a certain time, and if payable otherwise, then from the time
when a demand in writing has been made giving notice that
interest will be claimed from the date of the demand until the
time of payment.
90. A creditor may prove for a debt not payable when
the winding- up order was made, as if it were payable
immediately subject to a payable at a rebate of interest at the
rate of six per cent per annum computed from the date of the
winding-up to the time when the debt would have become
payable according to the terms on which it was contracted.
91. In any case in which it appears from the statement
of affairs that there are numerous claims for wages by
workmen and others employed by the company it shall be
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L.R.O. 1/2012

Production of
bills of
exchange
and promissory
notes.

Time for
lodging proofs.

Transmission of
proofs to
Liquidator.

Examination
of proof.
Form 61.
sufficient if one proof for all such claims is made either by a
foreman or by some other person on behalf of all such
creditors. Such proof shall have annexed thereto, as forming
part thereof, a schedule setting forth the names of the workmen
and others, and the amounts severally due to them. Any proof
made in compliance with this rule shall have the same effect as
if separate proofs had been made by each of the said workmen
and others, but only one fee in respect thereof shall be paid as
an ordinary proof.
92. Where a creditor seeks to prove in respect of a bill
of exchange, production of promissory note, or other
negotiable instrument or security on which the company is
liable, such bill of exchange, note, instrument, or security must,
subject to any special order of the Court made to the contrary,
be produced to the Official Receiver, chairman of a meeting, or
Liquidator, as the case may be, and be marked by him before
the proof can be admitted either for voting or for any purpose.
93. A proof intended to be used at the first meeting of
creditors or at an adjournment thereof shall be lodged with the
Official Receiver not later than 4’oclock of the afternoon of the
day before the day fixed for the meeting or adjourned meeting.
94. Where a Liquidator is appointed all proofs of debts
that have been received by the Official Receiver shall be
handed over to the Liquidator. But the Official Receiver shall
first make a list of such proofs, and take a receipt thereon from
the Liquidator for such proofs.
ADMISSION AND REJECTION OF PROOFS, AND APPEAL
TO THE COURT
95. The Liquidator shall examine every proof and the
grounds of Examination the debt, and in writing admit or reject
it in whole or in part or require further evidence in support of
it. If he rejects a proof he shall state in writing to the creditor
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[Subsidiary] Companies Winding-Up Rules
L.R.O. 1/2012

Appeal by
creditor.

Expunging at
instance of
Liquidator.

Expunging at
instance of
creditor.
Official
Receiver’s
powers, etc.

Filing proofs
by Official
Receiver.
Proofs to be
filed.

the grounds of the rejection.
96. If a creditor or contributory is dissatisfied with the
decision of the Liquidator in respect of a proof, the Court may,
on the application of the creditor or contributory, reverse or
vary the decision, but, subject to the power of the Court to
extend the time, no application to reverse or vary the decision
of the Liquidator rejecting a proof shall be entertained unless
notice of the application is given before the expiration of 21
days from the date of the service of a notice of rejection.
97. If the Liquidator thinks that a proof has been
improperly admitted, the Court may, on the application of the
Liquidator, after notice to the creditor who made the proof,
expunge the proof or reduce its amount.
98. The Court may also expunge or reduce a proof
upon the application of a creditor or contributory if the
Liquidator declines to interfere in the matter.
99. The Official Receiver, before the appointment of a
Liquidator, shall have all the powers of a Liquidator with
respect to the examination, admission, and rejection of proofs,
and any act or decision of his in relation thereto shall be subject
to the like appeal.
100. The Official Receiver, where no other Liquidator is
appointed, shall before payment of a dividend, file all proofs
tendered in the winding-up, with a list thereof, distinguishing
in such list the proofs which were wholly or partly admitted,
and the proofs which were wholly or partly rejected.
101. Every Liquidator other than the Official Receiver
shall, on the first day of every month, file with the proceedings
a certified list of all proofs, if any, received by him during the
month next preceding, distinguishing in such lists the proofs
admitted, those rejected, and such as stand over for further
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Procedure
where
creditor
appeals.

Time for
admission or
rejection of
proofs by
Official
Receiver.

Time for
admission or
rejection of
proofs by
Liquidator.

Costs of
appeals
from decisions
consideration, and, in the case of proofs admitted or rejected,
he shall place the proofs on the file of proceedings
102. The Official Receiver, or the Liquidator, as the case
may be, shall within three days after receiving notice from a
creditor of his intention to appeal against a decision rejecting a
proof, file such proof with the Registrar with a memorandum
thereon of his disallowance thereof. After the appeal has been
heard by the Court, the proof, unless wholly disallowed, shall
be given back to the Official Receiver or Liquidator, as the case
may be.
103. Subject to the powers of the Court to extend the
time, the Time for Official Receiver as Liquidator, not less than
fourteen days from the latest date specified in the notice of his
intention to declare a dividend as the time within which such
proofs must be lodged, shall, in writing, either admit or reject
wholly or in part every proof lodged with him, or require
further evidence in support of it.
104. Subject to the power of the Court to extend the
time, the Liquidator other than the Official Receiver, within
twenty-eight days after receiving a proof, which has not
previously been dealt with, shall in writing either admit or
reject it wholly or in part, or require further evidence in
support of it:
Time for Liquidator, other than the Official Receiver, within twenty-eight SSftofr days after receiving a proof, which has not previously been dealt with, proofs by shall, in writing, either admit or reject it wholly or in part, or require Li«uidator-further evidence in support of it
Provided that where the Liquidator has given notice of his
intention to declare a dividend, he shall within seven days after
the date mentioned in the notice as the latest date up to which
proofs must be lodged, examine and in writing admit or reject
every proof which has not been already dealt with, and give
notice of his decision rejecting a proof wholly or in part to the
creditors affected thereby.
105. The Official Receiver shall in no case be
personally liable for costs in relation to an appeal from his
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as to proofs.

Notice of
intended
Dividend.
Forms 62 and
63.

Form 65.

decision rejecting any proof wholly or in part.
DIVIDENDS
106. (1) Not more than two months before declaring a
dividend, the Liquidator shall give notice of his intention to do
so by publishing a notice thereof. Such notice shall specify the
latest date up to which proofs must be lodged, which shall be
not less than fourteen days from the date of such notice.
(2) Where any creditor after the date mentioned in
the notice of intention to declare a dividend at the latest date
upon which proofs may be lodged, appeals against the decision
of the Liquidator rejecting a proof, notice of appeal shall,
subject to the power of the Court to extend the time in special
cases, be given within seven days from the date of service on
the creditor of the notice of the decision against which the
appeal is made, and the Liquidator may, in such cases, make
provision for the dividend upon such proof, and the probable
costs of such appeal in the event of the proof being admitted.
Where no notice of appeal has been given within the time
specified in this rule, the Liquidator shall exclude all proofs
which have been rejected from participation in the dividend.
(3) Immediately after the expiration of the time
fixed by this rule for appealing against the decision of the
Liquidator he shall proceed to declare a dividend and shall
publish a notice thereof.
(4) If it becomes necessary, in the opinion of the
Liquidator and the committee of inspection, to postpone the
declaration of the dividend beyond the limit of two months, the
Liquidator shall publish a fresh notice of his intention to
declare a dividend and the same procedure shall follow the
fresh notice as would have followed the original notice.

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Time for
lodging.
Forms 66 and
67.

No minor to be
a proxy.

Filling in
where
creditor blind
or incapable.

Conclusion of
liquidation.
PROXIES
107. (1) A proxy shall be lodged with the Official
Receiver or Liquidator not later than four o'clock in the
afternoon of the day before the meeting at which it is to be
used.
(2) No person shall be appointed a general or
special proxy who is a minor.
(3) If the Official Receiver holds any proxies but
cannot attend the meeting for which they were given he may in
writing depute some person under his official control to use the
proxies on his behalf and in such manner as he may direct.
108. The proxy of a creditor blind or incapable of
writing may be accepted, if such creditor has attached his
signature or mark thereto in the presence of a witness, who
shall add to his signature his description and residence:
Provided that all insertions in the proxy are in the
handwriting of the witness, and such witness shall have
certified at the foot of the proxy that all such insertions have
been made by him at the request of the creditor and in his
presence before he attached his signature or mark.
STATEMENTS BY LIQUIDATOR TO THE REGISTRAR OF
JOINT STOCK COMPANIES
109. The winding-up of a company for the purpose of
section 227 of the Act shall be deemed to be concluded –
(a) in the case of companies wound-up
voluntarily or under the supervision of
the Court, at the date of the dissolution
of the company has been reported by
the Liquidator to the Registrar as
LAWS OF GUYANA
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L.R.O. 1/2012

Information
by Liquidator
as to pending
liquidation.
Form 68.

Audit of
cash book.
Form 69.
Registrar of Joint Stock Companies;
(b) in the case of companies wound-up
voluntarily or under the supervision of
the Court, at the date of the dissolution
of the company, unless at such date
any funds or assets of the company
remain unclaimed or undisturbed in
the hands or under the control of the
Liquidator, or any person who has
acted as Liquidator, in which case the
winding-up shall not be deemed to be
concluded until such funds or assets
have either been distributed or paid to
the Accountant General.
110. Where a winding-up of a company is not
concluded within the year after its commencement, the
statements which the Liquidator is to send to the Registrar with
respect to the proceedings in and position of the liquidation
shall be sent at such intervals and in such form as the Court
may from time to time by general order direct. In the absence
of any such direction a statement shall be sent twice in each
year, the first statement being sent at the expiration of 33 days
from the termination of the first year during which the
liquidation proceedings have been pending, and the
succeeding statements being sent at intervals of half a year
until the winding up of the company is concluded; and each
statement shall consist of a statement of account, dated from
the last statement of account sent in under this rule together
with a copy of the entries in the record book made since such
date.
ACCOUNTS AND AUDIT
111. The committee of inspection shall not less than
once every three months audit the Liquidator's cash book and
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Audit of
Liquidator’s
accounts.
Form 70.
Liquidator
carrying on
business.
Form 73.
Form 74.

Copy of
accounts to be
filed.

certify therein under their hands the day on which the said
book was audited.
112. (1) Every Liquidator shall, at the expiration of six
months from the date of the winding-up order, and at the
expiration of every succeeding six months thereafter until his
release, transmit to the Registrar a copy of the cash book for
such period together with the necessary vouchers and copies of
the certificates of audit by the committee of inspection. He shall
also forward with the first accounts a summary of the
company's statement of affairs, showing thereon in red ink the
amounts realised, and explaining the cause of the non-
realisation of such assets as may be unrealised.
(2) When the assets of the company have been fully
realised and distributed, the Liquidator shall forthwith send in
his accounts to the Registrar, although the six months may not
have expired.
(3) The accounts sent in shall be verified by
affidavit by the Liquidator.
113. (1) Where the Liquidator carries on the business of
the company, he shall keep a distinct account of the trading,
and shall incorporate in the cash book the total weekly amount
of the receipts and payments on such trading account
(2) The trading account shall, from time to time, and
not less than once in every month, be verified by affidavit, and
the Liquidator shall thereupon submit such account to the
committee of inspection (if any) or such member thereof as
may be appointed by the committee for that purpose, who shall
examine and certify the same.
114. When the Liquidator's account has been audited,
the Registrar shall certify the fact upon the account, which shall
be filed with the proceedings in the winding-up.
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Affidavit of no
receipts.

Proceedings on
resignations,
etc., of
Liquidator.

Expenses of
sales.

Record book.

115. Where a Liquidator has not since the date of his
appointment or since the last audit of his accounts, as the case
may be, received or paid any sum of money on account of the
assets of the company, he shall, at the time when he is required
to transmit his accounts to the Registrar, forward to the
Registrar an affidavit of no receipts or payments.
116. Upon a Liquidator resigning, or being released or
removed from his office, he shall deliver over to the Official
Receiver, or, as the case may be, to the new Liquidator, all
books kept by him, and all other books, documents, papers and
accounts in his possession relating to the office of Liquidator.
The release of a Liquidator shall not take effect unless and until
he has delivered over to the Official Receiver or new Liquidator
(as the case may be) all the books, papers, documents and
accounts which he is by this rule required to deliver on his
release.
117. Where property forming part of a company's
assets is sold by the Liquidator through an auctioneer or other
agent, the gross proceeds of the sale shall be paid over by such
auctioneer or agent, and the charges and expenses connected
with the sale shall afterwards be paid to such auctioneer or
agent, on the production of the necessary certificate of the
taxing officer. Every Liquidator, by whom such auctioneer or
agent is employed, shall, unless the Court other wise orders, be
accountable for the proceeds of every such sale.
BOOKS
118. The Official Receiver, until a Liquidator is
appointed by the Court and thereafter the Liquidator, shall
keep a book to be called the "Record Book," in which he shall
record all minutes, all proceedings had and resolutions passed
at any meeting of creditors or contributories, or of the
committee of inspection, and all such matters as may be
necessary to give a correct view of his administration of the
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L.R.O. 1/2012

Cash book.

File of
proceedings.

company's affairs, but he shall not be bound to insert in the
"Record Book" any document of a confidential nature (such as
the opinion of counsel on any matter affecting the interest of
the creditors or contributories), nor need he exhibit such
document to any person other than a member of the committee
of inspection.
119. (1) The Official Receiver, until a Liquidator is
appointed by Cash book the Court and thereafter the
Liquidator, shall keep a book to be called the "Cash Book" in
which he shall (subject to the provisions of these rules as to
trading accounts) enter from day to day the receipts and
payments made by him.
(2) The Liquidator shall submit the record book and
cash book, together with any other requisite books and
vouchers, to the committee of inspection (if any) when
required, and not less than once every three months.
120. The file of proceedings shall be kept by the
Registrar and all File of orders, reports, exhibits, admissions,
memorandums, and office copies of affidavits, examinations,
depositions, and certificates, and all other documents relating
to the winding-up of any company shall be placed on the file
by the Official Receiver or the Liquidator, as far as may be in
continuous order. Every contributory of the company and
every creditor thereof whose proof or claim has been admitted,
and every person who has been a director or officer of the
company, shall be entitled, at all reasonable times, to inspect
the file free of charge, and, at his own expense, to take copies or
extracts from any of the documents comprised therein or to be
furnished with such copies or extracts at a rate not exceeding
eight cents per folio of seventy-two words; and the file shall be
produced in Court, or before the judge, and otherwise as
occasion may require.

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L.R.O. 1/2012
Memorandum
of advertise-
ments.
Form 77.

Application
for release.
Forms 71
and 72.
Form 64.

Gazetting
Release.

121. (1) Whenever the Gazette contains any
advertisement relating to any winding-up to which these rules
apply, the Liquidator shall file with the proceedings a
memorandum referring to and giving the date of the
advertisement.
(2) In the case of an advertisement in a local paper,
the Liquidator shall keep a copy of the paper, and a
memorandum referring to and giving the date of the
advertisement shall be placed on the file.
(3) For this purpose one copy of each local paper in
which any advertisement relating to any winding-up
proceeding in the Court is inserted, shall be left with the
Liquidator by the person who inserts the advertisement.
(4) A memorandum under this rule shall be prima facie
evidence that the advertisement to which it refers was duly
inserted in the issue of the Gazette or newspaper mentioned in
it.
RELEASE OF LIQUIDATOR
122. A Liquidator, before making application to the
Court for his release, shall give notice of his intention so to do
to all the creditors who have proved their debts and to all the
contributories, and shall send with the notice a summary of his
receipts and payments as Liquidator.
123. Where the Court has granted to a Liquidator his
release, a notice of the order granting the release shall be
gazetted. The Liquidator shall provide the requisite fee for the
Gazette, which he may charge against the company's assets.

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L.R.O. 1/2012
Books to be
kept by
Registrar.
Forms 78 and
79.

Remuneration
of Liquidator.

Limit of
remuneration.

Dealing.

BOOKS TO BE KEPT, AND RETURNS MADE, BY
REGISTRAR
124. The Registrar shall keep books according to the
forms in the Appendix, and the particulars given under the
different heads in such books shall be entered forthwith after
each proceeding has been concluded.
LIQUIDATORS AND COMMITTEES OF INSPECTION
125. (1) The remuneration of a Liquidator shall be fixed
by the committee of inspection, subject to the approval of the
Court, and shall be in the nature of a commission or percentage
of which one part shall be payable on the amount realised after
deducting the sums (if any) paid to secured creditors out of the
proceeds of their securities and the other part on the amount
distributed in dividend.
(2) If there is no committee of inspection the
remuneration of the Liquidator shall be fixed by the Court.
126. Except as provided by the Act or these rules, no
Liquidator shall be entitled to receive out of the estate any
remuneration for services rendered to the company except the
remuneration to which under the Act and Rules he is entitled
as Liquidator.
127. Neither the Liquidator nor any member of the
committee of inspection of a company shall, while acting as
Liquidator or member of such committee, except by leave of
the Court, either directly or indirectly, by himself or any
partner, clerk, agent, or servant, become purchaser of any part
of the company's assets. Any such purchase made contrary to
the provisions of this rule may be set aside by the Court on
the application of the Official Receiver or any creditor or
contributory, and the Court may make such order as to costs
as the Court shall think fit.
LAWS OF GUYANA
Companies Cap. 89:01 585
[Subsidiary] Companies Winding-Up Rules
L.R.O. 1/2012
Liquidator not
to purchase
from his
employer or
partner without
court’s sanction.

Committee of
inspection.

Costs of
obtaining
sanction.
Sanction of
payment to
members of
committee of
inspection.

128. Where the Liquidator carries on the business of
the company, he shall not, without the express sanction of the
Court, purchase goods for the carrying on of such business
from any person whose connection with the Liquidator is of
such a nature as would result in the Liquidator obtaining any
portion of the profit (if any) arising out of without the
transaction.
129. No member of a committee of inspection in a
winding-up Committee of shall, except under and with the
sanction of the Court, directly or indirectly, by himself or any
employer, partner, clerk, agent, or servant, be entitled to
derive any profit from any transaction arising out of the
winding-up, or to receive out of the assets any payment for
services rendered by him in connection with the
administration of the assets, or for any goods supplied by him
to the Liquidator for or on account of the company. If it
appears on the examination and passing of the Liquidator's
account that any profit or payment has been made contrary to
the provisions of this rule, such payment shall be disallowed
and such profit surcharged against the Liquidator as a receipt
on account of the estate.
130. In any case in which the sanction of the Court is
obtained costs of under the two last preceding rules, the cost
of obtaining such sanction obtaining shall be borne by the
person in whose interest such sanction is obtained, and shall
not be payable out of the company's assets.
131. Where the sanction of the Court to a payment to a
member committee of inspection for services rendered by him
in connection with the administration of the company's assets
is obtained the order of the Court shall specify the nature of
the services, and only be given where the service performed is
of a special nature. No payment shall, under any
circumstances, be allowed to a member of a committee for
services rendered by him in the discharge of the duties
LAWS OF GUYANA
586 Cap. 89:01 Companies
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L.R.O. 1/2012

Discharge of
costs, etc.,
before assets
handed over to
Liquidator.

Power of
person to act for
Official
Receiver.

attaching to his office as a member of such committee.
132. (1) Where a Liquidator is appointed by the Court,
the Official Receiver shall forthwith put the Liquidator into
possession of all property of the company of which the Official
Receiver may have custody:
(2) Provided that such Liquidator shall have, before
the assets are handed over to him by the Official Receiver,
discharged any balance due to the Official Receiver on account
of fees, costs, and charges properly incurred by him, and on
account of all advances properly made by him in respect of the
company, together with interest on such advances at the rate of
six dollars per cent per annum; and the Liquidator shall pay all
fees, commissions, costs, and charges of the Official Receiver
which may not have been discharged by the Liquidator before
being put into possession of the property of the company, and
whether incurred before or after he has been put into such
possession The Official Receiver shall be deemed to have a lien
upon the company's assets until such balance shall have been
paid and the other liabilities shall have been discharged.
(3) It shall be the duty of the Official Receiver, if so
requested by the Liquidator, to communicate to the Liquidator
all such information respecting the estate and affairs of the
company as may be necessary or conducive to the due
discharge of the duties of the Liquidator.
OFFICIAL RECEIVER
133. In the absence of the Official Receiver any person
duly authorised by him in writing, may by leave of the Court
act on behalf of the Official Receiver, and take part for him in
any public or other examination and in any unopposed
application to the Court.

LAWS OF GUYANA
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[Subsidiary] Companies Winding-Up Rules
L.R.O. 1/2012
Duties where
no assets.

Accounting by
Official
Receiver to
Liquidator.
Functions of
Official
Receiver where
no committee of
inspection.

Appeals from
Official
Receiver.

Accounts.
Form 75.
Attendance at
proceedings.
134. Where a company against whom a winding-up
order has been made has no available assets, the Official
Receiver shall not be required to incur any expense in relation
to the winding-up without the express directions of the Court.
135. (1) Where a Liquidator is appointed by the Court,
the Official Receiver shall account to the Liquidator.
(2) If the Liquidator is dissatisfied with the account
or any part thereof he shall report the matter to the Court, and
shall also state what action (if any) thereon he deems
expedient, and apply for permission to take the same.
136. Where there is no committee of inspection any
functions of the committee of inspection may, subject to the
directions of the Court, be exercised by the Official Receiver.
137. Subject to the preceding rules an appeal to the
Court from an act or decision of the Official Receiver shall be
brought within 21days from the time when the decision or act
appealed against is done, pronounced, or made.
SPECIAL MANAGER
138. Every special manager shall account to the
Liquidator and Accounts such special manager's accounts shall
be verified by affidavit, and, when approved by the Liquidator,
the totals of the receipts and payments shall be added to the
Liquidator's accounts.
ATTENDANCE AND APPEARANCE OF PARTIES, ETC
139. Every person for the time being on the list of
contributories of the company and every person whose proof
has been admitted shall be at liberty, at his own expense, to
attend proceedings, and shall be entitled, upon payment of the
LAWS OF GUYANA
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L.R.O. 1/2012
Solicitor of
Liquidation.

Enlargement or
abridgment of
time.

Formal defect
not to invalidate
proceedings.

Application
of existing
procedure.

costs occasioned thereby, to have notice of all such proceedings
as he shall by written request desire to have notice of; but if the
Court shall be of opinion that the attendance of any such
person upon any proceedings has occasioned any additional
costs which ought not to be borne by the funds of the company,
it may direct such costs, or a gross sum in lieu thereof, to be
paid by such person; and such person shall not be entitled to
attend any further proceedings until he has paid the same.
140. Where the attendance of the Liquidator's solicitor
is required on any proceeding in court or chambers, the
Liquidator need not attend in person, except in cases where his
presence is necessary in addition to that of his solicitor, or the
Court directs him to attend.
MISCELLANEOUS MATTERS
141. The Court may, in any case in which it shall see
fit, extend or abridge the time appointed by these rules or fixed
by any order of the Court for doing any act or taking any
proceeding.
142. (1) No proceeding under the Act shall be
invalidated by any formal defect or by any irregularity unless
the Court before which an objection is made to the proceeding
is of opinion that substantial injustice has been caused by the
defect or irregularity, and the injustice cannot be remedied by
any order of that Court.
(2) No defect or irregularity in the appointment or
election of a Receiver, Liquidator, or member of a committee of
inspection shall vitiate any act done by him in good faith.
143. (1) All applications to the Court under the Act or
these Rules, unless otherwise specially provided, shall be made
in accordance with the Rules of the High Court for the time
being in force relating to applications for interlocutory orders
LAWS OF GUYANA
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[Subsidiary] Companies Winding-Up Rules
L.R.O. 1/2012
r.5

(a) Insert
full name of
company.
r.6

(a) Name of
applicant.
in actions.
(2) In all proceedings in or before the Court, or any
judge or officer thereof, or over which the Court has
jurisdiction under the Ordinance and Rules, where no other
provision is made by the Ordinance or these Rules, the practice,
proceedings and regulations shall, unless the Court otherwise
in any special case directs, be in accordance with the Rules of
the High Court for the time being in force and the practice of
the High Court.
____________________
SCHEDULE
FORMS
FORM 1
General Title
GUYANA.
IN THE HIGH COURT.
No........................................of 20........
In the matter of the Companies Act and
In the matter of the (a).............................. Company, Limited.
______________
FORM 2
Order of Transfer
(Title)
Upon the application of (a)..................................................and
LAWS OF GUYANA
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L.R.O. 1/2012
r.6

r.9

upon hearing .....................................................................and upon
hearing .............................................................................................. .it
is ordered that the said proceedings be conducted in the
county of ............................................................................................
Dated this............................... day of. .................................. 20 ......... ______________
FORM 3
Certificate of Judge for Transfer of Proceedings
(Title)
I hereby certify for the following reasons that proceedings in this matter would, in my opinion, be more advantageously conducted in the Court in the County of. ..............................
[Here set out reasons.]
Dated ..........................................................
Judge.......................................................
______________
FORM 4
Appointment of Shorthand Writer to take Examination
(Title)
Upon the application of ............................................................. the Court hereby appoints. ......................................... ................ to take the examination of........................................................................ at his public examination this day pursuant to Rule 9 of the Companies Winding-up Rules.
Dated this...................day of.................................20......
______________

LAWS OF GUYANA
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r.9
r.9

(a) Mr.
an officer
[or as the
case may
be] of the
above-named
company.
FORM 5
Declaration by Shorthand Writer
(Title)
I,..................................................., of.........................................., the shorthand writer appointed by this Court to take down the examination of. .............................. ....do solemnly and sincerely declare that I will truly and faithfully take down the questions and answers put and given by the said.....................................in this matter, and will deliver true and faithful transcripts thereof as the Court may direct.
Dated this.........................day of............................... 20.......
Declared before me......................................................... at the time abovementioned
Registrar.........................................
______________
FORM 6
Notes of Public Examination where a Shorthand Writer is
Appointed
(Title)
Public examination of(a)............................................................... before ..........................................at the Court.................................. this ................................. day of. .................................. , 20 ...........
The above-named............................................................, being
sworn and examined at the time and place above-mentioned,
upon the several questions following being put and
propounded to him, gave the several answers thereto
respectively following each question, that this to say:—
A.
These are the notes of the public examination referred to in
the memorandum of public examination of. ..., taken
before me this.....................day of.......................................,20.......
LAWS OF GUYANA
592 Cap. 89:01 Companies
[Subsidiary] Companies Winding-Up Rules
L.R.O. 1/2012
r.9

(a) Mr.
an officer [or
as the case
may be] of the
above-named
company.

r.19
FORM 7
Notes of Public Examination where Shorthand Writer is not
Appointed
(Title)
Public examination of (a)................................................. before at ..................................................the Court.......................................... this.......................day of................................, 20.........
The above-named..............................................................., being sworn and examined at the time and place above-mentioned, upon his oath saith as follows :—
A.
These are the notes of the public examination referred to in
the memorandum of public examination of...........................,
taken before me this ......................... day of