Companies Act 1931

Link to law: https://legislation.gov.im/cms/images/LEGISLATION/PRINCIPAL/1931/1931-0002/CompaniesAct1931_5.pdf
Published: 2015-11-01

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Companies Act 1931

c i e
AT 2 of 1931

COMPANIES ACT 1931

Companies Act 1931 Index


c AT 2 of 1931 Page 3

c i e
COMPANIES ACT 1931

Index Section Page

PART I – INCORPORATION OF COMPANIES AND MATTERS

INCIDENTAL THERETO 17

Memorandum of Association 17

1 Mode of forming incorporated company .................................................................. 17
2 Requirements with respect to memorandum ........................................................... 18
3 Signature of memorandum ......................................................................................... 18
4 Restriction on alteration of memorandum ................................................................ 18
5 Mode in which and extent to which objects of company may be altered ............. 19
Articles of Association 21

6 Articles prescribing regulations for companies ........................................................ 21
7 Regulations required in case of unlimited company ............................................... 21
8 Adoption and application of Table A ........................................................................ 21
9 Printing and signature of articles ............................................................................... 21
10 Alteration of articles by special resolution ................................................................ 22
Form of Memorandum and Articles 22

11 Statutory forms of memorandum and articles ......................................................... 22
Registration 22

12 Registration of memorandum and articles................................................................ 22
13 Effect of registration ..................................................................................................... 22
14 Power of company to hold lands ................................................................................ 23
15 Conclusiveness of certificate of incorporation .......................................................... 23
16 Registration and re-registration of company as limited or unlimited .................. 23
16A Re-registration under Companies Act 2006 ................................................................. 23
Provisions with respect to Names of Companies 24

17 Requirement for name approval ................................................................................ 24
18 Power to dispense “Limited” in name of charitable and other companies .......... 24
19 Change of name ............................................................................................................ 25
General Provisions with respect to Memorandum and Articles 26

20 Effect of memorandum and articles ........................................................................... 26
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21 Provision as to memorandum and articles of companies limited by
guarantee ....................................................................................................................... 26
22 Alterations in memorandum or articles increasing liability to contribute to
share capital not to bind existing members without consent................................. 26
23 Copies of memorandum and articles to be given to members .............................. 27
24 Issued copies of memorandum to embody alterations ........................................... 27
Membership of Company 27

25 Definition of member ................................................................................................... 27
Private Companies 28

26 Meaning of “private company” .................................................................................. 28
27 Circumstances in which company ceases to be, or to enjoy privileges of, a
private company ........................................................................................................... 28
Reduction of Number of Members below Legal Minimum 29

28 Prohibition of carrying on business with fewer than two members ..................... 29
Contracts, etc 29

29 Company contracts ...................................................................................................... 29
29A Execution of documents .............................................................................................. 29
29B Pre-incorporation contracts, deeds and obligations ................................................ 30
30 Bills of exchange and promissory notes .................................................................... 30
31 Execution of deeds abroad .......................................................................................... 30
32 Power for company to have official seal for use outside the Isle of Man ............. 30
Authentication of Documents 31

33 Authentication of documents ..................................................................................... 31
PART II – SHARE CAPITAL AND DEBENTURES 31

Prospectus 31

34 Dating of prospectus .................................................................................................... 31
35 Prospectus to contain material information ............................................................. 31
36 [Repealed] ...................................................................................................................... 33
37 Expert’s consent to issue of prospectus containing statement by him ................. 33
38 Registration of prospectus .......................................................................................... 34
38A [Repealed] ...................................................................................................................... 34
38B Civil liability for mis-statements in prospectus ....................................................... 34
38C Criminal liability for mis-statements in prospectus ................................................ 37
38D Document containing offer of shares or debentures for sale to be deemed
prospectus ..................................................................................................................... 37
38DA Directions concerning defective prospectuses ........................................................ 38
38E Interpretation of provisions relating to prospectuses ............................................. 39
Allotment 39

39 Prohibition of allotment unless minimum subscription received ......................... 39
40 [Repealed] ...................................................................................................................... 40
41 Effect of irregular allotment ........................................................................................ 40
42 Return as to allotments ................................................................................................ 40
42A Rights to damages etc not affected ............................................................................ 41
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Commissions and Discounts 41

43 Power to pay certain commissions, and prohibition of payment of all other
commissions, discounts, etc ........................................................................................ 41
44 Statement in balance sheet as to commissions and discounts ................................ 42
45 [Repealed] ...................................................................................................................... 43
Issue of Redeemable Preference Shares and Shares at Discount 43

46 Application of premiums received on issue of shares ............................................. 43
46A Power to issue redeemable preference shares .......................................................... 43
47 Power to issue shares at a discount ............................................................................ 45
Miscellaneous Provisions as to Share Capital 46

48 Power of company to arrange for different amounts being paid on shares ......... 46
49 Reserve liability of limited company ......................................................................... 46
50 Power of company limited by shares to alter its share capital ............................... 46
51 Notice to Department of consolidation of share capital, conversion of
shares into stock, etc ..................................................................................................... 47
52 Notice of increase of share capital .............................................................................. 48
53 Power of unlimited company to provide for reserve share capital on re-
registration ..................................................................................................................... 48
54 Power of company to pay interest out of capital in certain cases .......................... 48
55 [Repealed] ...................................................................................................................... 49
Reduction of Share Capital 49

56 Special resolution for reduction of share capital ...................................................... 49
57 Application to court for confirming order, objections by creditors, and
settlement of list of objecting creditors ...................................................................... 50
58 Order confirming reduction and powers of court on making such order ............ 51
59 Registration of order and minute of reduction ......................................................... 51
60 Liability of members in respect of reduced shares .................................................. 52
61 Penalty on concealment of name of creditor............................................................. 52
Variation of Shareholders’ Rights 53

62 Rights of holders of special classes of shares ............................................................ 53
Transfer of Shares and Debentures, Evidence of Title, etc 54

63 Nature of shares ............................................................................................................ 54
64 Transfer not to be registered except on production of instrument of
transfer ........................................................................................................................... 54
65 Transfer by personal representative .......................................................................... 54
66 Registration of transfer at request of transferor ....................................................... 54
67 Notice of refusal to register transfer .......................................................................... 55
68 Duties of company with respect to issue of certificates .......................................... 55
69 Certificate to be evidence of title ................................................................................ 56
70 Evidence of grant of probate ....................................................................................... 56
70A Conversion of bearer shares ........................................................................................ 56
71 Prohibition of bearer shares ........................................................................................ 57
72 Penalty for personation of shareholder ..................................................................... 58
73 [Repealed] ...................................................................................................................... 58
Index Companies Act 1931


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Special Provisions as to Debentures 58

74 Right of debenture holders and shareholders to inspect register of
debenture holders and to have copies of trust deed ............................................... 58
75 Perpetual debentures ................................................................................................... 59
76 Power to re-issue redeemed debentures in certain cases ....................................... 59
77 Specific performance of contracts to subscribe for debentures ............................. 60
78 Payment of certain debts out of assets subject to floating charge in priority
to claims under the charge .......................................................................................... 60
PART III – REGISTRATION OF CHARGES 61

Registration of Charges with Department 61

79 Registration of charges created by companies ......................................................... 61
80 Duty of company to register charges created by company .................................... 64
81 Duty of company to register charges on property acquired .................................. 64
82 Register of charges to be kept by Department ......................................................... 65
82A Notice ............................................................................................................................. 65
83 Endorsement of certificate of registration on debentures ...................................... 66
84 Entry of satisfaction ..................................................................................................... 66
85 Rectification of register of charges ............................................................................. 66
85A Registration of supplemental particulars .................................................................. 66
86 Registration of enforcement of security .................................................................... 67
Provisions as to Company’s Register of Charges and as to Copies of

Instruments creating Charges 67

87 Copies of instruments creating charges to be kept by company ........................... 67
88 Company’s register of charges ................................................................................... 68
89 Right to inspect copies of instruments creating mortgages and charges and
company’s register of charges .................................................................................... 68
90 Provisions as to borrowing powers not to apply where conferred by Act of
Tynwald ......................................................................................................................... 68
Application of Part III to Companies incorporated outside the Isle of

Man 69

91 Application of Part III to charges created, and property subject to charge
acquired by company incorporated outside IOM ................................................... 69
Transitional Provision as to matters required to be registered under this

Act, but not under former Acts 69

92 Provision as to charges created, and charges on property acquired, by
company before commencement of Act .................................................................... 69
PART IV – MANAGEMENT AND ADMINISTRATION 70

Registered Office and Name 70

93 [Repealed] ...................................................................................................................... 70
94 Publication of name by company ............................................................................... 70
94A Particulars to be included in business letters, etc .................................................... 71
Restrictions on Commencement of Business 71

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95 Restrictions on commencement of business ............................................................. 71
Register of Members 72

96 Register of members ..................................................................................................... 72
96A Statement that company has only one member ....................................................... 73
97 Index of members of company ................................................................................... 74
98 [Repealed] ...................................................................................................................... 74
99 Inspection of register of members .............................................................................. 74
99A Non-compliance with ss 96, 97, 99: agent’s default ................................................. 75
100 Power to close register ................................................................................................. 75
101 Power of court to rectify register ................................................................................ 75
102 Trusts not to be entered on register ........................................................................... 76
103 Register to be evidence ................................................................................................ 76
Branch Register 76

104 Power for company to keep branch register ............................................................. 76
105 Regulations as to branch register ............................................................................... 76
106 Provisions as to branch registers of overseas companies kept in the Isle of
Man ................................................................................................................................. 77
Annual Return 77

107 Annual return to be made by company having a share capital ............................. 77
108 Annual return to be made by company not having share capital and
company limited by guarantee and having a share capital .................................... 78
109 General provisions as to annual returns.................................................................... 79
110 Certificates to be sent by private company with annual return ............................. 80
Meetings and Proceedings 80

111 Annual general meeting .............................................................................................. 80
112 [Repealed] ...................................................................................................................... 81
113 Convening of extraordinary general meeting on requisition ................................. 81
114 Provisions as to meetings and votes .......................................................................... 82
114A Quorum at meetings of the sole member .................................................................. 82
115 Representation of companies at meetings of other companies and of
creditors.......................................................................................................................... 83
116 Provisions as to extraordinary and special resolutions ........................................... 83
117 Registration and copies of certain resolutions and agreements ............................. 84
118 Resolutions passed at adjourned meetings ............................................................... 85
Written resolutions of private companies 85

118A Written resolutions of private companies ................................................................. 85
118B Rights of auditors in relation to written resolution ................................................ 86
118C Written resolutions: supplementary provisions ...................................................... 87
119 Minutes of proceedings of meetings and directors .................................................. 87
119A Recording of written resolutions ................................................................................ 87
119B Recording of decisions by the sole member .............................................................. 88
120 Inspection of minute books ......................................................................................... 88
Accounts and Audit 89

121 [Repealed] ...................................................................................................................... 89
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122 [Repealed] ...................................................................................................................... 89
123 [Repealed] ...................................................................................................................... 89
124 [Repealed] ...................................................................................................................... 89
125 [Repealed] ...................................................................................................................... 89
126 [Repealed] ...................................................................................................................... 89
127 Accounts to contain particulars as to loans to, and remuneration of
directors, etc .................................................................................................................. 89
128 and 129 [Repealed] ....................................................................................................... 90
130 [Repealed] ...................................................................................................................... 90
131 to 133 [Repealed] .......................................................................................................... 90
Inspection 90

134 Investigation of affairs of company by inspectors appointed by court ................ 90
135 Proceedings on report by inspectors ......................................................................... 92
136 Power of company to appoint inspectors ................................................................. 92
137 Report of inspectors to be evidence ........................................................................... 93
Directors and Managers 93

138 [Repealed] ...................................................................................................................... 93
139 [Repealed] ...................................................................................................................... 93
140 Qualification of director or manager ......................................................................... 93
141 [Repealed] ...................................................................................................................... 94
141A Resolution to remove director .................................................................................... 94
141B Director’s right to protest removal ............................................................................ 94
142 Validity of acts of directors ......................................................................................... 95
143 Register of directors ..................................................................................................... 95
144 Particulars with respect to directors in official documents .................................... 96
145 Limited company may have directors with unlimited liability ............................. 97
146 Special resolution of limited company making liability of directors
unlimited ....................................................................................................................... 97
147 Statement as to remuneration of directors to be furnished to shareholders ........ 98
148 Disclosure by directors of interest in contracts ........................................................ 99
148A Contracts with sole members who are directors...................................................... 99
149 Provision as to payments received by directors for loss of office or on
retirement .................................................................................................................... 100
150 Provisions as to assignment of office by directors ................................................. 101
Avoidance of Provisions in Articles or Contracts relieving Officers from

Liability 101

151 Provisions as to liability of officers and auditors................................................... 101
Arrangements and Reconstructions 102

152 Power to compromise with creditors and members ............................................. 102
153 Provisions for facilitating reconstruction and amalgamation of companies ..... 103
154 Power to acquire shares of shareholders dissenting from scheme or
contract approved by majority ................................................................................. 104
Takeovers and mergers 105

154A Regulations concerning takeovers and mergers .................................................... 105
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PART V – WINDING UP 106

(I) PRELIMINARY 106
Modes of Winding Up 106

155 Modes of winding up ................................................................................................. 106
Contributories 106

156 Liability as contributories of present and past members ...................................... 106
157 Definition of contributory.......................................................................................... 107
158 Nature of liability of contributory ............................................................................ 108
159 Contributories in case of death of member ............................................................. 108
160 Contributories in case of bankruptcy of member................................................... 108
161 Provision as to married women ................................................................................ 108
(II) WINDING UP BY THE COURT 109
Cases in which Company may be wound up by court 109

162 Circumstances in which company may be wound up by court........................... 109
163 Definition of inability to pay debts .......................................................................... 109
Petition for Winding Up and Effects thereof 110

164 Provisions as to applications for winding up ......................................................... 110
165 Powers of court on hearing petition ......................................................................... 111
166 Power to stay or restrain proceedings against company ...................................... 111
167 Avoidance of dispositions of property, etc after commencement of
winding up .................................................................................................................. 111
168 Avoidance of attachments, etc .................................................................................. 111
Commencement of Winding Up 112

169 Commencement of winding up by the court .......................................................... 112
Consequences of Winding-up Order 112

170 Copy of order to be forwarded to Department ...................................................... 112
171 Actions stayed on winding-up order ....................................................................... 112
172 Effect of winding-up order ........................................................................................ 112
Official Receiver in Winding Up 112

173 Official receiver appointed by Treasury .................................................................. 112
174 Appointment of official receiver by court in certain cases ................................... 113
175 Statement of company’s affairs to be submitted to official receiver .................... 113
176 Report by official receiver .......................................................................................... 114
Liquidators 115

177 Power of court to appoint liquidators ...................................................................... 115
178 Appointment and powers of provisional liquidator ............................................. 115
179 Appointment, style, etc of liquidators in winding up ........................................... 115
180 Provisions where person other than official receiver is appointed
liquidator...................................................................................................................... 116
181 General provisions as to liquidators ........................................................................ 116
182 Custody of company’s property ............................................................................... 116
183 Vesting of property of company in liquidator ........................................................ 117
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184 Powers of liquidator................................................................................................... 117
185 Exercise and control of liquidator’s powers ........................................................... 118
186 Books to be kept by liquidator .................................................................................. 119
187 Payments by liquidator into court, etc .................................................................... 119
188 Audit of liquidator’s accounts in winding up ........................................................ 120
189 Control of court over liquidators ............................................................................. 120
190 Release of liquidators ................................................................................................. 121
Committees of Inspection 121

191 Meetings of creditors and contributories to determine whether committee
of inspection shall be appointed .............................................................................. 121
192 Constitution and proceedings of committee of inspection .................................. 122
193 Powers of court where no committee of inspection .............................................. 123
General Powers of Court in case of Winding Up by Court 123

194 Power to stay winding up ......................................................................................... 123
195 Settlement of list of contributories and application of assets ............................... 123
196 Delivery of property to liquidator ........................................................................... 123
197 Payment of debts due by contributory to company and extent to which set
off allowed ................................................................................................................... 124
198 Power of court to make calls ..................................................................................... 124
199 Payment into court of moneys due to company .................................................... 124
200 Order on contributory conclusive evidence ........................................................... 125
201 Appointment of special manager ............................................................................. 125
202 Power to exclude creditors not proving in time .................................................... 125
203 Adjustment of rights of contributories .................................................................... 125
204 Inspection of books by creditors and contributories ............................................. 125
205 Power to order costs of winding up to be paid out of assets ............................... 125
206 Power to summon persons suspected of having property of company ............. 126
207 Power to order public examination of promoters, directors, etc ......................... 126
208 [Repealed] .................................................................................................................... 127
209 Power to arrest absconding contributory ............................................................... 127
210 Powers of court cumulative ...................................................................................... 127
211 Delegation to liquidator of certain powers of court .............................................. 128
212 Dissolution of company ............................................................................................ 128
Enforcement of and Appeal from Orders 128

213 Appeals from orders .................................................................................................. 128
(III) VOLUNTARY WINDING UP 129
Resolutions for, and commencement of Voluntary Winding Up 129

214 Circumstances in which company may be wound up voluntarily ..................... 129
215 Notice of resolution to wind up voluntarily .......................................................... 129
215A Commencement of voluntary winding up ............................................................. 129
Effect of Voluntary Winding Up 130

216 Effect of voluntary winding up on business and status of company ................. 130
217 Avoidance of transfers, etc after commencement of voluntary winding up ..... 130
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Declaration of Solvency 130

218 Statutory declaration of solvency in case of proposal to wind up
voluntarily ................................................................................................................... 130
Provisions applicable to a Members’ Voluntary Winding Up 131

219 Provisions applicable to a members’ voluntary winding up ............................... 131
220 Power of company to appoint and fix remuneration of liquidators ................... 131
221 Power to fill vacancy in office of liquidator ............................................................ 131
222 Power of liquidator to accept shares, etc as consideration for sale of
property of company .................................................................................................. 131
223 Duty of liquidator to call general meeting at end of each year ............................ 133
224 Final meeting and dissolution ................................................................................... 134
Provisions applicable to a Creditors’ Voluntary Winding Up 135

225 Provisions applicable to a creditors’ winding up................................................... 135
226 Meeting of creditors ................................................................................................... 135
227 Appointment of liquidator ........................................................................................ 136
228 Appointment of committee of inspection ............................................................... 136
229 Fixing of liquidators’ remuneration and cesser of directors’ powers ................. 137
230 Power to fill vacancy in office of liquidator ............................................................ 137
231 Application of s 222 to a creditors’ voluntary winding up ................................... 137
232 Duty of liquidator to call meetings of company and of creditors at end of
each year ...................................................................................................................... 137
233 Final meeting and dissolution ................................................................................... 137
Provisions applicable to every Voluntary Winding Up 138

234 Provisions applicable to every voluntary winding up .......................................... 138
235 Distribution of property of company ....................................................................... 138
236 Powers and duties of liquidator in voluntary winding up ................................... 139
237 Appointment of liquidator ........................................................................................ 139
238 Notice by liquidator of his appointment ................................................................. 139
239 Arrangement when binding on creditors ................................................................ 140
240 Power to apply to court to have questions determined or powers exercised .... 140
241 Costs of voluntary winding up ................................................................................. 140
242 Saving for rights of creditors and contributories ................................................... 140
(IV) WINDING UP SUBJECT TO SUPERVISION OF COURT 141
243 Power to order winding up subject to supervision ............................................... 141
244 Effect of petition for winding up subject to supervision ....................................... 141
245 Application of ss 167 and 168 to winding up subject to supervision .................. 141
246 Power of court to appoint additional liquidators .................................................. 141
246A Effect of supervision order ........................................................................................ 141
(V) PROVISIONS APPLICABLE TO EVERY MODE OF WINDING UP 142
Proof and Ranking of Claims 142

247 Debts of all descriptions to be proved ..................................................................... 142
248 Application of bankruptcy rules in winding up of insolvent companies ........... 142
249 Preferential payments ................................................................................................ 143
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Effect of Winding Up on antecedent and other Transactions 143

250 Fraudulent preference ............................................................................................... 143
251 Effect of floating charge ............................................................................................. 143
252 Disclaimer of onerous property in case of company being wound up .............. 143
253 Restriction of rights of creditor as to execution or attachment in case of
company being wound up ........................................................................................ 145
254 Duties of coroner as to goods taken in execution .................................................. 146
Offences antecedent to or in course of Winding Up 146

255 Offences by officers of companies in liquidation ................................................... 146
256 Penalty for falsification of books .............................................................................. 149
257 Frauds by officers of companies which have gone into liquidation ................... 149
258 [Repealed] .................................................................................................................... 150
259 Responsibility of directors for fraudulent trading ................................................ 150
260 Power of court to assess damages against delinquent directors, etc .................. 151
261 Prosecution of delinquent officers and members of company ............................ 151
Supplementary Provisions as to Winding Up 153

262 Disqualification for appointment as liquidator ..................................................... 153
263 Enforcement of duty of liquidator to make returns, etc ....................................... 153
264 Notification that a company is in liquidation ........................................................ 153
265 Books of company to be evidence ............................................................................ 154
266 Disposal of books and papers of company ............................................................. 154
267 Information as to pending liquidations .................................................................. 155
268 Unclaimed assets to be paid into court ................................................................... 155
269 Resolutions passed at adjourned meetings of creditors and contributories ...... 155
Supplementary Powers of Court 156

270 Meetings to ascertain wishes of creditors or contributories ................................. 156
271 Affidavits, etc in United Kingdom and dominions ............................................... 156
Provisions as to Dissolution 156

272 Power of court to declare dissolution of company void ....................................... 156
273 Department may strike defunct company off register .......................................... 157
273A Alternative procedure for dissolving solvent companies.................................... 159
273B Restoration of dissolved companies to the register ............................................... 162
274 Property of dissolved company to be bona vacantia ............................................ 163
274A Power to disclaim title to property vesting under section 274 ............................ 163
274B Disposal of property vesting under section 274 ..................................................... 164
274C [Repealed] .................................................................................................................... 164
Officers 164

275 Officers and remuneration ........................................................................................ 164
Rules and Fees 165

276 Fees to be paid, etc ..................................................................................................... 165
PART VI – RECEIVERS AND MANAGERS 165

277 Disqualification for appointment as receiver ......................................................... 165
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278 Power to appoint official receiver as receiver for debenture holders or
creditors........................................................................................................................ 165
279 Notification that receiver or manager has been appointed .................................. 165
280 Power of court to fix remuneration on application of liquidator ........................ 166
281 Delivery to Department of accounts of receivers and managers ......................... 166
282 Enforcement of duty of receiver to make returns, etc ........................................... 166
PART VII – GENERAL PROVISIONS AS TO REGISTRATION 167

283 Registration to be made at the office for the registration of companies ............. 167
283A Power to prescribe fees ............................................................................................. 167
283B Power of Department to refuse to register or receive documents ...................... 168
283C Appeals from decisions of Department .................................................................. 169
284 Power of Department to accept information in non-document form ................. 170
284A Inspection, production and evidence of documents kept by Department ........ 170
285 Enforcement of duty of company to make returns to Department ..................... 171
285A Exclusion of deemed notice ...................................................................................... 171
PART VIII - APPLICATION OF ACT TO COMPANIES FORMED OR

REGISTERED UNDER FORMER ACTS 171

286 Application of Act to companies formed under former Companies Acts .......... 171
287 Application of Act to companies registered under former Companies Acts ..... 172
288 Application of Act to companies registered under former Companies Acts ..... 172
289 Provision as to companies registered under the Joint Stock Companies
Acts ............................................................................................................................... 172
PART IX – COMPANIES NOT FORMED UNDER THIS ACT

AUTHORISED TO REGISTER UNDER THIS ACT 173

290 Companies capable of being registered ................................................................... 173
291 Definition of joint stock company ............................................................................ 174
292 Requirements for registration by joint stock companies ....................................... 174
293 Requirements for registration by other than joint stock companies.................... 175
294 Authentication of statements of existing companies ............................................. 175
295 Department may require evidence as to nature of company ............................... 175
296 [Repealed] .................................................................................................................... 176
297 Addition of “limited” to name .................................................................................. 176
298 Certificate of registration of existing companies .................................................... 176
299 Vesting of property on registration .......................................................................... 176
300 Saving for existing liabilities ..................................................................................... 176
301 Legal proceedings ....................................................................................................... 176
302 Effect of registration under Act ................................................................................ 176
303 Power to substitute memorandum and articles for deed of settlement .............. 178
304 Power of court to stay or restrain proceedings....................................................... 179
305 Actions stayed on winding up order ....................................................................... 179
PART X – WINDING UP OF UNREGISTERED COMPANIES 179

306 Meaning of unregistered company .......................................................................... 179
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307 Winding up of unregistered companies ................................................................. 179
308 Contributories in winding up of unregistered company ..................................... 181
309 Power of court to stay or restrain proceedings ...................................................... 181
310 Actions stayed on winding up order ....................................................................... 182
311 Provisions of this Part of Act cumulative ............................................................... 182
PART XI 182

312 to 321 [Repealed] .............................................................................................................. 182
PART XII — RESTRICTIONS ON SALE OF SHARE AND OFFERS OF

SHARES FOR SALE 182

322 to 324 [Repealed] ........................................................................................................ 182
PART XIII — MISCELLANEOUS 182

Exemptions from prospectus requirements 182

324A Exemptions from prospectus requirements .......................................................... 182
Dispensations for Private Companies 183

324B Power to provide dispensation by regulation ....................................................... 183
Prohibition of Partnerships with more than Twenty Members 183

325 Prohibition of partnerships with more than twenty members ............................ 183
Miscellaneous Offences 184

326 Penalty for false statement ........................................................................................ 184
327 Perjury .......................................................................................................................... 184
328 Penalty for improper use of word “Limited” ......................................................... 184
329 Forging seal, etc, of Department or of company shall be felony ......................... 185
General Provisions as to Offences 185

330 Provision with respect to default fines and meaning of “officer in default” ..... 185
331 Prosecution of offences punishable by fine ............................................................ 186
331A [Repealed] .................................................................................................................... 186
332 Application of fines .................................................................................................... 186
333 Saving as to private prosecutors .............................................................................. 186
334 Saving for privileged communications ................................................................... 186
Service of Documents and Legal Proceedings 186

335 Service of documents on company .......................................................................... 186
335A Service of documents on company .......................................................................... 186
336 Costs in actions by certain limited companies ....................................................... 187
337 Power of court to grant relief in certain cases ........................................................ 187
338 Power to enforce orders ............................................................................................ 188
339 Proceedings in Chambers .......................................................................................... 188
340 Power to alter tables and forms ................................................................................ 188
340A Prescribed forms ........................................................................................................ 188
340B Public documents ...................................................................................................... 188
Interpretation 189

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341 Interpretation ............................................................................................................... 189
342 Interpretation: public offers ...................................................................................... 190
Savings, Extent, Short Title and Commencement 191

343 Savings ......................................................................................................................... 191
344 Saving of pending proceedings for winding up..................................................... 192
345 Short title and commencement ................................................................................. 192
FIRST SCHEDULE 193

SECOND SCHEDULE 221

THIRD SCHEDULE 221

FOURTH SCHEDULE 221

FIFTH SCHEDULE 221

SIXTH SCHEDULE 221

SCHEDULE 6A 222

WRITTEN RESOLUTIONS OF PRIVATE COMPANIES 222
SEVENTH SCHEDULE 223

EIGHTH SCHEDULE 224

PROVISIONS WHICH DO NOT APPLY IN THE CASE OF A WINDING UP
SUBJECT TO SUPERVISION OF THE COURT 224
NINTH SCHEDULE 224

TENTH SCHEDULE 225

PROVISIONS REFERRED TO IN SECTION 326 OF THE ACT 225
ENDNOTES 227

TABLE OF LEGISLATION HISTORY 227
TABLE OF RENUMBERED PROVISIONS 227
TABLE OF ENDNOTE REFERENCES 227

Companies Act 1931 Section 1


c AT 2 of 1931 Page 17

c i e
COMPANIES ACT 1931

Received Royal Assent: 23 July 1931
Passed: 16 October 1931
AN ACT
to consolidate the Companies Acts 1910 to 1926, and certain other
enactments connected with the said Acts.
PART I – INCORPORATION OF COMPANIES AND MATTERS

INCIDENTAL THERETO

Memorandum of Association
1 Mode of forming incorporated company

(1) Any two or more persons associated for any lawful purpose may, by
subscribing their names to a memorandum of association and otherwise
complying with the requirements of this Act in respect of registration,
form an incorporated company, with or without limited liability.1

(2) Such a company may be either —
(a) A company having the liability of its members limited by the
memorandum to the amount, if any, unpaid on the shares
respectively held by them (in this Act termed “a company limited

by shares
”); or
(b) A company having the liability of its members limited by the
memorandum to such amount as the members may respectively
thereby undertake to contribute to the assets of the company in
the event of its being wound up (in this Act termed “a company

limited by guarantee
”); or
(c) A company not having any limit on the liability of its members (in
this Act termed “an unlimited company
”).
(3) Notwithstanding subsection (1), one person may, for a lawful purpose,
by subscribing his name to a memorandum of association and otherwise
complying with the requirements of the Companies Acts 1931 to 1993 in
Section 2 Companies Act 1931


Page 18 AT 2 of 1931 c

respect of registration, form an incorporated company being a private
company limited by shares or by guarantee.2

2 Requirements with respect to memorandum

(1) Subject to section 29 of the Companies Act 1992, the memorandum of
every company must state —
(a) The name of the company, with “Limited” as the last word of the
name in the case of a company limited by shares or by guarantee;
(b) The registered office of the company is to be situate in the Isle of
Man;3

(c) The objects of the company.4

(2) The memorandum of a company limited by shares or by guarantee must
also state that the liability of its members is limited.
(3) The memorandum of a company limited by guarantee must also state
that each member undertakes to contribute to the assets of the company
in the event of its being wound up while he is a member or within one
year after he ceases to be a member, for payment of the debts and
liabilities of the company contracted before he ceases to be a member,
and of the costs, charges, and expenses of winding up, and for
adjustment of the rights of the contributories among themselves, such
amount as may be required, not exceeding a specified amount.
(4) In the case of a company having a share capital —
(a) The memorandum must also, unless the company is an unlimited
company, state the amount of share capital with which the
company proposes to be registered and the division thereof into
shares of a fixed amount;
(b) No subscriber of the memorandum may take less than one share;
(c) Each subscriber must write opposite to his name the number of
shares he takes.
3 Signature of memorandum

The memorandum must be signed by each subscriber in the presence of at least
one witness who must attest the signature.
4 Restriction on alteration of memorandum

A company may not alter the conditions contained in its memorandum except
in the cases, in the mode and to the extent for which express provision is made
in this Act.
Companies Act 1931 Section 5


c AT 2 of 1931 Page 19

5 Mode in which and extent to which objects of company may be altered

[P1948/38/5]
(1) Subject to subsection (2) a company may, by special resolution, alter the
provisions of its memorandum with respect to the objects of the
company, so far as may be required to enable it —
(a) to carry on its business more economically or more efficiently; or
(b) to attain its main purpose by new or improved means; or
(c) to enlarge or change the local area of its operations; or
(d) to carry on some business which under existing circumstances
may conveniently or advantageously be combined with the
business of the company; or
(e) to restrict or abandon any of the objects specified in the
memorandum; or
(f) to sell or dispose of the whole or any part of the undertaking of
the company; or
(g) to amalgamate with any other company or body of persons.
(2) If an application is made to the court in accordance with this section for
the alteration to be cancelled, it shall not have effect except in so far as it
is confirmed by the court.
(3) Subject to subsection (4), an application under this section may be
made —
(a) by the holders of not less in the aggregate than 15 per cent. in
nominal value of the company’s issued share capital or any class
thereof or, if the company is not limited by shares, not less than 15
per cent. of the company’s members; or
(b) by the holders of not less than 15 per cent. of the company’s
debentures entitling the holders to object to alterations of its
objects.
(4) An application under this section shall not be made by any person who
has consented to or voted in favour of the alteration.
(5) An application under this section must be made within 1 month after the
date on which the resolution altering the company’s objects was passed,
and may be made on behalf of the persons entitled to make the
application by such one or more of their number as they may appoint in
writing for the purpose.
(6) Subject to subsection (7), on an application under this section the court
may make an order confirming the alteration either wholly or in part and
on such terms and conditions as it thinks fit, and may, if it thinks fit,
adjourn the proceedings in order that an arrangement may be made to
the satisfaction of the court for the purchase of the interests of dissentient
members, and may give such directions and make such orders as it may
Section 5 Companies Act 1931


Page 20 AT 2 of 1931 c

think expedient for facilitating or carrying into effect any such
arrangement.
(7) No part of the capital of the company shall be expended in any purchase
mentioned in subsection (6).
(8) The debentures entitling the holders to object to alterations of a
company’s objects shall be any debentures secured by a floating charge
which were issued or first issued before the 1st day of June, 1981, or form
part of the same series as any debentures so issued, and a special
resolution altering a company’s objects shall require the same notice to
the holders of any such debentures as to members of the company. In
default of any provisions regulating the giving of notice to any such
debenture holders, the provisions of the company’s articles regulating
the giving of notice to members shall apply.
(9) In the case of a company which is, by virtue of a licence from the
Attorney General, exempt from the obligation to use the word “limited

as part of its name, a resolution altering the company’s objects shall also
require the same notice to the Attorney General as to members of the
company.
(10) Subject to subsection (11) where a company passes a resolution altering
its objects —
(a) if no application is made with respect thereto under this section, it
shall within 1 month from the end of the period for making such
an application deliver to the Department a printed copy of its
memorandum as altered; and5

(b) if such an application is made it shall —
(i) forthwith give notice in the prescribed form of that fact to
the Department; and6

(ii) within 1 month from the date of any order cancelling or
confirming the alteration deliver to the Department a
certified copy of the order and, in the case of an order
confirming the alteration a printed copy of the
memorandum as altered.7

(11) In case of default in delivering to the Department the documents
mentioned in subsection (10), within the time stipulated, the company or
any person liable for the default shall apply to the Department who shall
accept late delivery of the documents upon payment by the applicant of
such fees as may be prescribed under section 283A.8

(12) If a company makes default in giving notice or delivering any document
to the Department as required by subsection (10), the company and every
officer of the company who is in default shall be liable —
(a) on conviction on information to a fine;
(b) on summary conviction to a fine not exceeding £5,000.9

Companies Act 1931 Section 6


c AT 2 of 1931 Page 21

(13) The validity of an alteration of the provisions of a company’s
memorandum with respect to the objects of the company shall not be
questioned on the ground that it was not authorised by subsection (1)
except in proceedings taken for the purpose (whether under this section
or otherwise) before the expiration of 1 month after the date of the
resolution in that behalf; and where any such proceedings are taken
otherwise than under this section subsections (10) to (12) shall apply in
relation thereto as if they had been taken under this section and as if an
order declaring the alteration invalid were an order cancelling it and as if
an order dismissing the proceedings were an order confirming the
alteration.10

Articles of Association
6 Articles prescribing regulations for companies

There may in the case of a company limited by shares, and there shall in the
case of a company limited by guarantee or unlimited, be registered with the
memorandum articles of association signed by the subscribers to the
memorandum and prescribing regulations for the company.
7 Regulations required in case of unlimited company

(1) In the case of an unlimited company the articles, if the company has a
share capital, must state the amount of share capital with which the
company proposes to be registered.
(2) and (3) [Repealed]11

8 Adoption and application of Table A

(1) Articles of association may adopt all or any of the regulations contained
in Table A.
(2) In the case of a company limited by shares and registered after the
commencement of this Act, if articles are not registered, or, if articles are
registered, in so far as the articles do not exclude or modify the
regulations contained in Table A, those regulations shall, so far as
applicable, be the regulations of the company in the same manner and to
the same extent as if they were contained in duly registered articles.
9 Printing and signature of articles

Articles must —
(1) be printed;
(2) be divided into paragraphs numbered consecutively;
Section 10 Companies Act 1931


Page 22 AT 2 of 1931 c

(3) be signed by each subscriber of the memorandum of association in the
presence of at least one witness who must attest the signature.
10 Alteration of articles by special resolution

(1) Subject to the provisions of this Act and to the conditions contained in its
memorandum, a company may by special resolution alter or add to its
articles.
(2) Any alteration or addition so made in the articles shall, subject to the
provisions of this Act, be as valid as if originally contained therein, and
be subject in like manner to alteration by special resolution.
Form of Memorandum and Articles
11 Statutory forms of memorandum and articles

The form of —
(1) the memorandum of association of a company limited by shares;
(2) the memorandum and articles of association of a company limited by
guarantee and not having a share capital;
(3) the memorandum and articles of association of a company limited by
guarantee and having a share capital;
(4) the memorandum and articles of association of an unlimited company
having a share capital;
shall be respectively in accordance with the forms set out in Tables B, C, D and
E in the First Schedule to this Act, or as near thereto as circumstances admit.
Registration
12 Registration of memorandum and articles

The memorandum and the articles, if any, shall be delivered to the Department,
and the Department shall retain and register them.12

13 Effect of registration

(1) On the registration of the memorandum of a company the Department
shall certify that the company is incorporated, and in the case of a limited
company that the company is limited.13

(2) From the date of incorporation mentioned in the certificate of
incorporation, the subscribers of the memorandum together with such
other persons as may from time to time become members of the
company, shall be a body corporate by the name contained in the
memorandum, capable forthwith of exercising all the functions of an
Companies Act 1931 Section 14


c AT 2 of 1931 Page 23

incorporated company, and having perpetual succession and a common
seal, but with such liability on the part of the members to contribute to
the assets of the company in the event of its being wound up as is
mentioned in this Act.
14 Power of company to hold lands

A company incorporated under this Act shall have power to hold lands.
15 Conclusiveness of certificate of incorporation

(1) A certificate of incorporation given by the Department in respect of any
association shall be conclusive evidence that all the requirements of this
Act in respect of registration and of matters precedent and incidental
thereto have been complied with, and that the association is a company
duly registered under this Act.14

(2) and (3) [Repealed]15

16 Registration and re-registration of company as limited or unlimited

(1) Subject to the provisions of this section, a company registered as
unlimited may register under this Act as limited, or a company already
registered as a limited company may re-register as an unlimited
company under this Act, but the registration of an unlimited company as
a limited company shall not affect the rights or liabilities of the company
in respect of any debt or obligation incurred, or any contract entered into,
by, to, with, or on behalf of the company before the registration, and
those rights or liabilities may be enforced in manner provided by Part IX
of this Act in the case of a company registered in pursuance of that Part.16

(2) On registration in pursuance of this section the Department shall close
the former registration of the company, and may dispense with the
delivery to it of copies of any documents with copies of which it was
furnished on the occasion of the original registration of the company but,
save as aforesaid, the registration shall take place in the same manner
and shall have effect as if it were the first registration of the company
under this Act, and as if the provisions of the Acts under which the
company was previously registered and regulated had been contained in
different Acts from those under which the company is registered as a
limited company.17

16A Re-registration under Companies Act 2006

(1) A company incorporated under this Act may, for the avoidance of doubt,
re-register as a company incorporated under the Companies Act 2006,
subject to compliance with the provisions of that Act.
Section 17 Companies Act 1931


Page 24 AT 2 of 1931 c

(2) A company that re-registers as a company incorporated under the
Companies Act 2006 shall deliver to the Registrar (as therein defined) a
certified copy of the certificate of re-registration issued pursuant to that
Act within 14 days of the date thereof.
(3) A company that re-registers as a company incorporated under the
Companies Act 2006 shall, with effect from the date of the certificate of re-
registration referred to in subsection (2), cease to be a company
registered under this Act and the Companies Acts 1931 to 2004 shall
cease to apply to it from that date.
(4) Upon receipt of a certified copy of a certificate of registration pursuant to
subsection (2), the Department shall issue a certificate of de-registration
to the company stating that the company ceased to be registered under
this Act on the date specified in subsection (3).18

Provisions with respect to Names of Companies
17 Requirement for name approval

(1) The Company and Business Names etc Act 2012 has effect in respect of the
names of companies registered under this Act.
(2) The requirements of that Act are additional to the requirements of this
Act.19

18 Power to dispense “Limited” in name of charitable and other

companies

(1) Where it is proved to the satisfaction of the Attorney General that an
association about to be formed as a limited company is to be formed for
promoting commerce, art, science, religion, charity, or any other useful
object, and intends to apply its profits, if any, or other income in
promoting its objects, and to prohibit the payment of any dividend to its
members, the Attorney General may by licence direct that the association
may be registered as a company with limited liability, without the
addition of the word “Limited” to its name, and the association may be
registered accordingly.20

(2) A licence by the Attorney General under this section may be granted on
such conditions and subject to such regulations as the Attorney General
thinks fit, and those conditions and regulations shall be binding on the
association, and shall, if the Attorney General so direct, be inserted in the
memorandum and articles, or in one of those documents.21

(2A) If a company makes default in complying with any condition or
regulation subject to which a licence was granted to it under subsection
(2) above, the company and each of its directors shall be liable —
(a) on conviction on information to a fine;
Companies Act 1931 Section 19


c AT 2 of 1931 Page 25

(b) on summary conviction to a fine not exceeding £5,000.22

(3) The association shall on registration enjoy all the privileges of limited
companies, and be subject to all their obligations, except those of using
the word “Limited” as any part of its name, and of publishing its name,
and of sending lists of members to the Department.23

(4) A licence under this section may at any time be revoked by the Attorney
General and upon revocation the Department shall enter the word
“Limited” at the end of the name of the association upon the register,
and the association shall cease to enjoy the exemptions and privileges
granted by this section:
Provided that before a licence is so revoked the Attorney General shall
give to the association notice in writing of his intention, and shall afford
the association an opportunity of being heard in opposition to the
revocation.24

(5) Where the name of the association contains the words “Chamber of
Commerce,” the notice to be given as aforesaid shall include a statement
of the effect of the provisions of subsection (3) of the next following
section of this Act.
(6) No licence shall be granted under this section in respect of a public
company or have effect in respect of such a company.25

19 Change of name

[P1948/18(2)]
(1) A company may, by special resolution and with the approval of the
Department given in accordance with the Company and Business Names etc
Act 2012, change its name.26

(2) to (2B)27

(3) Where a licence granted in pursuance of the last foregoing section of this
Act to a company the name of which contains the words “Chamber of
Commerce” is revoked, the company shall, within a period of six weeks
from the date of the revocation or such longer period as the Department
may think fit to allow, change its name to a name which does not contain
those words.
If a company makes default in complying with the requirements of this
subsection, it shall be liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000.28

(4) Where a company changes its name, the Department shall enter the new
name on the register in place of the former name, and shall issue a
certificate of incorporation altered to meet the circumstances of the case;
Section 20 Companies Act 1931


Page 26 AT 2 of 1931 c

and the change of name has effect from the date on which the altered
certificate is issued.29

(5) The change of name shall not affect any rights or obligations of the
company, or render defective any legal proceedings by or against the
company, and any legal proceedings that might have been continued or
commenced against it by its former name may be continued or
commenced against it by its new name.
General Provisions with respect to Memorandum and Articles
20 Effect of memorandum and articles

(1) Subject to the provisions of this Act, the memorandum and articles shall,
when registered, bind the company and the members thereof to the same
extent as if they respectively had been signed by each member, and
contained covenants on the part of each member to observe all the
provisions of the memorandum and of the articles.
(2) All money payable by any member to the company under the
memorandum or articles shall be a debt due from him to the company,
and be of the nature of a specialty debt.
21 Provision as to memorandum and articles of companies limited by

guarantee

(1) In the case of a company limited by guarantee and not having a share
capital, and registered on or after the first day of January, nineteen
hundred and nine, every provision in the memorandum or articles or in
any resolution of the company purporting to give any person a right to
participate in the divisible profits of the company otherwise than as a
member shall be void.
(2) For the purpose of the provisions of this Act relating to the
memorandum of a company limited by guarantee and of this section,
every provision in the memorandum or articles, or in any resolution, of a
company limited by guarantee and registered on or after the date
aforesaid, purporting to divide the undertaking of the company into
shares or interests shall be treated as a provision for a share capital,
notwithstanding that the nominal amount or number of the shares or
interests is not specified thereby.
22 Alterations in memorandum or articles increasing liability to

contribute to share capital not to bind existing members without

consent

Notwithstanding anything in the memorandum or articles of a company, no
member of the company shall be bound by an alteration made in the
Companies Act 1931 Section 23


c AT 2 of 1931 Page 27

memorandum or articles after the date on which he became a member, if and so
far as the alteration requires him to take or subscribe for more shares than the
number held by him at the date on which the alteration is made, or in any way
increases his liability as at that date to contribute to the share capital of, or
otherwise to pay money to, the company:
Provided that this section shall not apply in any case where the member agrees
in writing, either before or after the alteration is made, to be bound thereby.
23 Copies of memorandum and articles to be given to members

(1) A company shall, on being so required by any member, send to him a
copy of the memorandum and of the articles, if any, and a copy of any
Act of Tynwald which alters the memorandum, subject to payment, in
the case of a copy of the memorandum and of the articles, of such
reasonable sum as the company may prescribe, and, in the case of a copy
of an Act, of such sum not exceeding the published price thereof as the
company may require.30

(2) If a company makes default in complying with this section, the company
and every officer of the company who is in default shall be liable for each
offence to a fine not exceeding £l,000.
24 Issued copies of memorandum to embody alterations

(1) Where an alteration is made in the memorandum of a company, every
copy of the memorandum issued after the date of the alteration shall be
in accordance with the alteration.
(2) If, where any such alteration has been made, the company at any time
after the date of the alteration issues any copies of the memorandum
which are not in accordance with the alteration, it shall be liable to a fine
not exceeding £1,000, and every officer of the company who is in default
shall be liable to the like penalty.
Membership of Company
25 Definition of member

(1) The subscribers of the memorandum of a company shall be deemed to
have agreed to become members of the company, and on its registration
shall be entered as members in its register of members.
(2) Every other person who agrees to become a member of a company, and
whose name is entered in its register of members, shall be a member of
the company.
(3) Where two or more persons hold one or more shares in a company
jointly they shall be treated as a single member.31

Section 26 Companies Act 1931


Page 28 AT 2 of 1931 c

Private Companies
26 Meaning of “private company”

(1) For the purposes of this Act the expression “private company
” means a
company which —
(a) by its articles prohibits any invitation to the public to subscribe for
any shares or debentures of the company; and
(b) in the case of a company to which Part I of the Companies Act 1986
applies, includes a statement in its memorandum of association
that the company is a private company.32

(2) ......33

27 Circumstances in which company ceases to be, or to enjoy privileges of,

a private company

(1) If a company, being a private company, alters its articles in such manner
that they no longer include the provisions which, under the last
foregoing section of this Act, are required to be included in the articles of
a company in order to constitute it a private company, the company
shall, as on the date of the alteration, cease to be a private company.34

(2) If default is made in complying with subsection (1) of this section, the
company and every officer of the company who is in default shall be
liable to a default fine of £5,000.
(3) Where the articles of a company include the provisions aforesaid but
default is made in complying with any of those provisions, the company
shall cease to be entitled to the privileges and exemptions conferred on
private companies under the provisions contained in subsection (3) of
section one hundred and nine, and paragraph (4) of section one hundred
and sixty-two of this Act, and thereupon the said provisions shall apply
to the company as if it were not a private company:
Provided that the court, on being satisfied that the failure to comply with
the conditions was accidental or due to inadvertence or to some other
sufficient cause, or that on other grounds it is just and equitable to grant
relief, may, on the application of the company or any other person
interested and on such terms and conditions as seem to the court just and
expedient, order that the company be relieved from such consequences
as aforesaid.35

Companies Act 1931 Section 28


c AT 2 of 1931 Page 29

Reduction of Number of Members below Legal Minimum
28 Prohibition of carrying on business with fewer than two members

If at any time the number of members of a company, other than a private
company limited by shares or by guarantee, is reduced below two, and it carries
on business for more than six months while the number is so reduced, every
person who is a member of the company during the time that it so carries on
business after those six months and is cognisant of the fact that it is carrying on
business with fewer than two members shall be severally liable for the payment
of the whole debts of the company contracted during that time, and may be
severally sued therefor.36

Contracts, etc
29 Company contracts

(1) A contract may be made —
(a) by a company, by writing under its common seal, or
(b) on behalf of a company, by any person acting under its authority,
express or implied;
and any formalities required by law in the case of a contract made by an
individual also apply, unless a contrary intention appears, to a contract
made by or on behalf of a company.
(2) The Treasury may make provision by regulations applying this section
and sections 29A and 29B to companies incorporated outside the Island,
subject to such exceptions, adaptations or modifications as may be
specified in the regulations.37

29A Execution of documents

(1) The following provisions have effect with respect to the execution of
documents by a company.
(2) A document is executed by a company by the affixing of its common
seal.
(3) A company need not have a common seal, however, and the following
subsections apply whether it does or not.
(4) A document signed by a director and the secretary of a company, or by
two directors of a company, and expressed (in whatever form of words)
to be executed by the company has the same effect as if executed under
the common seal of the company.
(5) A document executed by a company which makes it clear on its face that
it is intended by the person or persons making it to be a deed has effect,
Section 30 Companies Act 1931


Page 30 AT 2 of 1931 c

upon delivery, as a deed; and it shall be presumed, unless a contrary
intention is proved, to be delivered upon its being so executed.
(6) In favour of a purchaser a document shall be deemed to have been duly
executed by a company if it purports to be signed by a director and the
secretary of the company, or by two directors of the company, and,
where it makes it clear on its face that it is intended by the person or
persons making it to be a deed, to have been delivered upon its being
executed.
(7) In subsection (6), “purchaser” means a purchaser in good faith for
valuable consideration and includes a lessee, mortgagee or other person
who for valuable consideration acquires an interest in property.38

29B Pre-incorporation contracts, deeds and obligations

(1) A contract which purports to be made by or on behalf of a company at a
time when the company has not been formed has effect, subject to any
agreement to the contrary, as one made with the person purporting to act
for the company or as agent for it, and he is personally liable on the
contract accordingly.
(2) Subsection (1) applies to the making of a deed under the law of the Isle of
Man as it applies to the making of a contract.39

30 Bills of exchange and promissory notes

A bill of exchange or promissory note shall be deemed to have been made,
accepted, or endorsed on behalf of a company if made, accepted, or endorsed in
the name of, or by or on behalf or on account of, the company by any person
acting under its authority.
31 Execution of deeds abroad

(1) A company may, by writing under its common seal, empower any
person, either generally or in respect of any specified matters, as its
attorney, to execute deeds on its behalf in any place not situate in the Isle
of Man.
(2) A deed signed by such an attorney on behalf of the company shall bind
the company and have the same effect as if it were under its common
seal.
32 Power for company to have official seal for use outside the Isle of Man

(1) A company which has a common seal whose objects require or comprise
the transaction of business in places outside the Isle of Man may, if
authorised by its articles, have for use in any territory, district, or place
not situate in the Isle of Man, an official seal, which shall be a facsimile of
Companies Act 1931 Section 33


c AT 2 of 1931 Page 31

the common seal of the company, with the addition on its face of the
name of every territory, district, or place where it is to be used.40

(2) A deed or other document to which an official seal is duly affixed shall
bind the company as if it had been sealed with the common seal of the
company.
(3) A company having an official seal for use in any such territory, district or
place may, by writing under its common seal, authorise any person
appointed for the purpose in that territory, district or place, to affix the
official seal to any deed or other document to which the company is
party in that territory, district or place.
(4) The authority of any such agent shall, as between the company and any
person dealing with the agent, continue during the period, if any,
mentioned in the instrument conferring the authority, or if no period is
there mentioned, then until notice of the revocation or determination of
the agent’s authority has been given to the person dealing with him.
(5) The person affixing any such official seal shall, by writing under his
hand, certify on the deed or other instrument, to which the seal is affixed,
the date on which and the place at which it is affixed.
Authentication of Documents
33 Authentication of documents

A document or proceeding requiring authentication by a company may be
signed by a director, secretary or other authorised officer of the company, and
need not be under its common seal.
PART II – SHARE CAPITAL AND DEBENTURES

Prospectus
34 Dating of prospectus

[NI1960/37]
A prospectus issued by or on behalf of a company or in relation to an intended
company shall be dated, and that date shall, unless the contrary is proved, be
taken as the date of publication of the prospectus.41

35 Prospectus to contain material information

(1) The directors of a company or (in the case of a company yet to be
incorporated) the proposed directors shall ensure that any prospectus
issued in relation to such company shall —
Section 35 Companies Act 1931


Page 32 AT 2 of 1931 c

(a) contain all material information relating to the offer or invitation
which the prospectus contains in it —
(i) that the intended recipients would reasonably expect to be
included in it in order to enable them to make an informed
decision as to whether or not to accept the offer or make
the application referred to in it; and
(ii) of which the directors or proposed directors (as the case
may be) were aware at the time of issue of the prospectus,
or of which they would have been aware had they made
such enquiries as would have been reasonable in all the
circumstances; and
(b) set out such information fairly and accurately.42

(2) In this section, “intended recipients” means those persons who, taking
into account the terms of the prospectus and all the circumstances in
which the prospectus was issued, might reasonably be expected to accept
an offer to acquire shares or debentures contained in the prospectus or to
apply to acquire such shares or debentures.43

(3) Subject to subsection (4), it shall not be lawful to issue any form of
application for shares in or debentures of a company unless the form is
issued with a prospectus which complies with the requirements of this
section.
If any person acts in contravention of this subsection, he shall be liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000.44

(4) Subsection (3) shall not apply if it is shown that the form of application
was issued either —
(a) in connection with a bona fide invitation to a person to enter into
an underwriting agreement with respect to the shares or
debentures; or
(b) in relation to shares or debentures which were not offered to the
public.
(5) Subject to subsection (6), in the event of non-compliance with or
contravention of any of the requirements of this section, a director or
other person responsible for the prospectus shall not incur any liability
by reason of the non-compliance or contravention, if —
(a) as regards any matter not disclosed, he proves that he was not
cognisant thereof; or
(b) he proves that the non-compliance or contravention arose from an
honest mistake of fact on his part; or
(c) the non-compliance or contravention was in respect of matters
which in the opinion of the court dealing with the case were
Companies Act 1931 Section 36


c AT 2 of 1931 Page 33

immaterial or was otherwise such as ought, in the opinion of that
court, having regard to all the circumstances of the case,
reasonably to be excused.
(6) ......45

(7) This section shall not apply —
(a) to the issue to existing members or debenture holders of a
company of a prospectus or form of application relating to shares
in or debentures of the company, whether an applicant for shares
or debentures will or will not have the right to renounce in favour
of other persons; or
(b) to the issue of a prospectus or form of application relating to
shares or debentures which are or are to be in all respects uniform
with shares or debentures previously issued and for the time
being dealt in or quoted on a prescribed stock exchange;
but, subject as aforesaid, this section shall apply to a prospectus or a form
of application whether issued on or with reference to the formation of a
company or subsequently.
(8) Nothing in this section shall limit or diminish any liability which any
person may incur under the general law or this Act apart from this
section.46

36 [Repealed]
47

37 Expert’s consent to issue of prospectus containing statement by him

[NI1960/40]
(1) A prospectus inviting persons to subscribe for shares in or debentures of
a company and including a statement purporting to be made by an
expert shall not be issued unless —
(a) he has given and has not, before delivery of a copy of the
prospectus for registration, withdrawn his written consent to the
issue thereof with the statement included in the form and context
in which it is included; and
(b) a statement that he has given and has not withdrawn his consent
as aforesaid appears in the prospectus.
(2) If any prospectus is issued in contravention of this section the company
and every person who is knowingly a party to the issue thereof shall be
liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000.48

Section 38 Companies Act 1931


Page 34 AT 2 of 1931 c

(3) In this section “expert” includes engineer, valuer, accountant and any
other person whose profession gives authority to a statement made by
him.49

38 Registration of prospectus

(1) No prospectus shall be issued by or on behalf of a company or in relation
to an intended company unless, on or before the date of its publication,
there has been delivered to the Department for registration a copy of the
prospectus signed by every person who is named in it as a director or
proposed director of the company, or by an agent of that person
authorised in writing, and having endorsed on it or attached to it any
consent to the issue of the prospectus required by section 37 from any
person as an expert.50

(2) Every prospectus shall, on the face of it —
(a) state that a copy has been delivered for registration as required by
this section; and
(b) specify, or refer to statements included in the prospectus which
specify, any documents required by this section to be endorsed on
or attached to the copy so delivered.
(3) The Department shall not register a prospectus unless it is dated and the
copy thereof signed in manner required by this section and unless it has
endorsed thereon or attached thereto the documents, if any, specified as
aforesaid.51

(4) If a prospectus is issued without a copy thereof being delivered under
this section to the Department or without the copy so delivered having
endorsed thereon or attached thereto the required documents, the
company, and every person who is knowingly a party to the issue of the
prospectus, shall be liable to a fine not exceeding £5,000.52

38A [Repealed]
53

38B Civil liability for mis-statements in prospectus

[NI1960/43]
(1) Subject to the provisions of this section, where a prospectus invites
persons to subscribe for shares in or debentures of a company, the
following persons shall be liable to pay compensation to all persons who
subscribe for any shares or debentures on the faith of the prospectus for
the loss or damage they may have sustained by reason of any untrue
statement included therein, that is to say —
(a) every person who is a director of the company at the time of the
issue of the prospectus;
Companies Act 1931 Section 38


c AT 2 of 1931 Page 35

(b) every person who has authorised himself to be named and is
named in the prospectus as a director or as having agreed to
become a director either immediately or after an interval of time;
(c) every person being a promoter of the company; and
(d) every person who has authorised the issue of the prospectus.
(2) Where, under section thirty-seven, the consent of a person is required to
the issue of a prospectus and he has given that consent, he shall not by
reason of his having given it be liable under subsection (1) as a person
who has authorised the issue of the prospectus except in respect of an
untrue statement purporting to be made by him as an expert.
(3) Subject to subsection (4), no person shall be liable under subsection (1) if
he proves —
(a) that, having consented to become a director of the company, he
withdrew his consent before the issue of the prospectus, and that
it was issued without his authority or consent; or
(b) that the prospectus was issued without his knowledge or consent,
and that on becoming aware of its issue he forthwith gave
reasonable public notice that it was issued without his knowledge
or consent; or
(c) that, after the issue of the prospectus and before allotment
thereunder, he, on becoming aware of any untrue statement
therein, withdrew his consent thereto and gave reasonable public
notice of the withdrawal and of the reason therefor; or
(d) that —
(i) as regards every untrue statement not purporting to be
made on the authority of an expert or of a public official
document or statement, he had reasonable ground to
believe, and did up to the time of the allotment of the
shares or debentures, as the case may be, believe, that the
statement was true; and
(ii) as regards every untrue statement purporting to be a
statement by an expert or contained in what purports to be
a copy of or extract from a report or valuation of an expert,
it fairly represented the statement, or was a correct and fair
copy of or extract from the report or valuation, and he had
reasonable ground to believe and did up to the time of the
issue of the prospectus believe that the person making the
statement was competent to make it and that person had
given the consent required by section thirty-seven to the
issue of the prospectus and had not withdrawn that
consent before delivery of a copy of the prospectus for
registration or, to the defendant’s knowledge, before
allotment thereunder; and
Section 38 Companies Act 1931


Page 36 AT 2 of 1931 c

(iii) as regards every untrue statement purporting to be a
statement made by an official person or contained in what
purports to be a copy of or extract from a public official
document, it was a correct and fair representation of the
statement or copy of or extract from the document.
(4) Subsection (3) shall not apply in the case of a person liable, by reason of
his having given a consent required of him by section thirty-seven, as a
person who has authorised the issue of the prospectus in respect of an
untrue statement purporting to be made by him as an expert.
(5) A person who, apart from this subsection would under subsection (1) be
liable, by reason of his having given a consent required of him by section
thirty-seven, as a person who has authorised the issue of a prospectus in
respect of an untrue statement purporting to be made by him as an
expert shall not be so liable if he proves —
(a) that, having given his consent under section thirty-seven to the
issue of the prospectus, he withdrew it in writing before delivery
of a copy of the prospectus for registration; or
(b) that, after delivery of a copy of the prospectus for registration,
and before allotment thereunder, he, on becoming aware of the
untrue statement, withdrew his consent in writing and gave
reasonable public notice of the withdrawal, and of the reason
therefor; or
(c) that he was competent to make the statement and that he had
reasonable ground to believe and did up to the time of the
allotment of the shares or debentures, as the case may be, believe
that the statement was true.
(6) Subject to subsection (7), where —
(a) the prospectus contains the name of a person as a director of the
company, or as having agreed to become a director thereof, and
he has not consented to become a director, or has withdrawn his
consent before the issue of the prospectus, and has not authorised
or consented to the issue thereof; or
(b) the consent of a person is required under section thirty-seven to
the issue of the prospectus and he either has not given that
consent or has withdrawn it before the issue of the prospectus;
the directors of the company, except any without whose knowledge or
consent the prospectus was issued, and any other person who authorised
the issue thereof shall be liable to indemnify the person named as
aforesaid or whose consent was required as aforesaid, as the case may be,
against all damages, costs and expenses to which he may be made liable
by reason of his name having been inserted in the prospectus or of the
inclusion therein of a statement purporting to be made by him as an
Companies Act 1931 Section 38


c AT 2 of 1931 Page 37

expert, as the case may be, or in defending himself against any action or
legal proceeding brought against him in respect thereof.
(7) A person shall not be deemed for the purposes of subsection (6) to have
authorised the issue of a prospectus by reason only of his having given
the consent required by section thirty-seven to the inclusion therein of a
statement purporting to be made by him as an expert.
(8) For the purposes of this section —
(a) “promoter” means a promoter who was a party to the preparation
of the prospectus, or of the portion thereof containing the untrue
statement, but does not include any person by reason of his acting
in a professional capacity for persons engaged in procuring the
formation of the company; and
(b) “expert” has the same meaning as in section thirty-seven.54

38C Criminal liability for mis-statements in prospectus

[NI1960/44]
(1) Where a prospectus issued after the commencement of this Act includes
any untrue statement, any person who authorised the issue of the
prospectus shall be liable —
(a) on conviction on information, to imprisonment for a term not
exceeding two years or a fine, or both; or55

(b) on summary conviction, to imprisonment for a term not
exceeding three months or a fine not exceeding £5,000, or both;
unless he proves either that the statement was immaterial or that he had
reasonable ground to believe and did, up to the time of the issue of the
prospectus, believe that the statement was true.
(2) A person shall not be deemed for the purposes of this section to have
authorised the issue of a prospectus by reason only of his having given
the consent required by section thirty-seven to the inclusion therein of a
statement purporting to be made by him as an expert.56

38D Document containing offer of shares or debentures for sale to be

deemed prospectus

[NI1960/45]
(1) Where a company allots or agrees to allot any shares in or debentures of
the company with a view to all or any of those shares or debentures
being offered for sale to the public, any document by which the offer for
sale to the public is made shall for all purposes be deemed to be a
prospectus issued by the company, and all enactments and rules of law
as to the contents of prospectuses and to liability in respect of statements
in and omissions from prospectuses, or otherwise relating to
prospectuses, shall apply and have effect accordingly, as if the shares or
Section 38 Companies Act 1931


Page 38 AT 2 of 1931 c

debentures had been offered to the public for subscription and as if
persons accepting the offer in respect of any shares or debentures were
subscribers for those shares or debentures, but without prejudice to the
liability, if any, of the persons by whom the offer is made, in respect of
mis-statements contained in the document or otherwise in respect
thereof.
(2) For the purposes of this Act, it shall, unless the contrary is proved, be
evidence that an allotment of, or an agreement to allot, shares or
debentures was made with a view to the shares or debentures being
offered for sale to the public if it is shown —
(a) that an offer of the shares or debentures or any of them for sale to
the public was made within six months after the allotment or
agreement to allot; or
(b) that at the date when the offer was made the whole consideration
to be received by the company in respect of the shares or
debentures had not been so received.
(3) Section thirty-five as applied by this section shall have effect as if it
required a prospectus to state in addition to the matters required by that
section to be stated in a prospectus —
(a) the net amount of the consideration received or to be received by
the company in respect of the shares or debentures to which the
offer relates; and
(b) the place and time at which the contract under which the said
shares or debentures have been or are to be allotted may be
inspected;
and section thirty-eight as applied by this section shall have effect as
though the persons making the offer were persons named in a
prospectus as directors of a company.
(4) Where a person making an offer to which this section relates is a
company or a partnership, it shall be sufficient if the document aforesaid
is signed on behalf of the company or partnership by two directors of the
company or not less than half of the partners, as the case may be, and
any such director or partner may sign by his agent authorised in
writing.57

38DA Directions concerning defective prospectuses

(1) The Department may make a direction under subsection (2) if it
becomes aware of matters which give it reasonable cause to believe
that —
(a) a statement included in a prospectus is untrue or misleading; or
(b) a prospectus has been issued in contravention of, or otherwise
than in compliance with, a provision of sections 34 to 38.58

Companies Act 1931 Section 39


c AT 2 of 1931 Page 39

(2) In the circumstances mentioned in subsection (1) the Department may
direct the company to amend the prospectus so that —
(a) it contains no untrue or misleading statement; or
(b) the contravention or non-compliance referred to in subsection
(1)(b) is rectified.59

(3) A copy of any direction under subsection (2) shall be placed by the
Department upon the public file of the company maintained at the
Companies Registry.60

(4) This section is without prejudice to the other provisions of sections 34 to
38E.61

38E Interpretation of provisions relating to prospectuses

[NI1960/46]
For the purposes of the foregoing provisions of this Part —
(a) a statement included in a prospectus shall be deemed to be untrue
if it is misleading in the form and context in which it is included;
and
(b) a statement shall be deemed to be included in a prospectus if it is
contained therein or in any report or memorandum appearing on
the face thereof or by reference incorporated therein or issued
therewith.62

Allotment
39 Prohibition of allotment unless minimum subscription received

(1) No allotment shall be made of any share capital of a company offered to
the public for subscription unless the amount stated in the prospectus as
the minimum amount which, in the opinion of the directors, must be
raised by the issue of share capital in order to provide for the matters
specified in paragraph 5 in Part I of the Fourth Schedule to this Act has
been subscribed, and the sum payable on application for the amount so
stated has been paid to and received by the company.
For the purposes of this subsection a sum shall be deemed to have been paid to
and received by the company if a cheque for that sum has been received in good
faith by the company and the directors of the company have no reason for
suspecting that the cheque will not be paid.
(2) The amount so stated in the prospectus shall be reckoned exclusively of
any amount payable otherwise than in cash and is in this Act referred to
as “the minimum subscription
”.
(3) The amount payable on application on each share shall not be less than
five per cent. of the nominal amount of the share.
Section 40 Companies Act 1931


Page 40 AT 2 of 1931 c

(4) If the conditions aforesaid have not been complied with on the expiration
of forty days after the first issue of the prospectus, all money received
from applicants for shares shall be forthwith repaid to them without
interest, and, if any such money is not so repaid within forty-eight days
after the issue of the prospectus, the directors of the company shall be
jointly and severally liable to repay that money with interest at the rate of
five per centum per annum from the expiration of the forty-eighth day:
Provided that a director shall not be liable if he proves that the default in the
repayment of the money was not due to any misconduct or negligence on his
part.
(5) Any condition requiring or binding any applicant for shares to waive
compliance with any requirement of this section shall be void.
(6) This section, except subsection (3) thereof, shall not apply to any
allotment of shares subsequent to the first allotment of shares offered to
the public for subscription.
40 [Repealed]
63

41 Effect of irregular allotment

(1) An allotment made by a company to an applicant in contravention of the
provisions of the two last foregoing sections of this Act, shall be voidable
at the instance of the applicant within one month after the date of the
allotment and not later, and shall be so voidable notwithstanding that the
company is in course of being wound up.64

(2) If any director of a company knowingly contravenes, or permits or
authorises the contravention of, any of the provisions of the said sections
with respect to allotment, he shall be liable to compensate the company
and the allottee respectively for any loss, damages, or costs which the
company or the allottee may have sustained or incurred thereby:
Provided that proceedings to recover any such loss, damages, or costs shall not
be commenced after the expiration of two years from the date of the allotment.
42 Return as to allotments

(1) Whenever a company having a share capital makes any allotment of its
shares, the company shall within one month thereafter deliver to the
Department for registration —
(a) a return of the allotments, stating the number and nominal
amount of the shares comprised in the allotment, the names and
addresses of the allottees, and the amount, if any, paid or due and
payable on each share; and65

(b) in the case of shares allotted as fully or partly paid up otherwise
than in cash, a return in the prescribed form stating —
Companies Act 1931 Section 43


c AT 2 of 1931 Page 41

(i) the number and nominal amount of shares so allotted;
(ii) the extent to which they are to be treated as paid up; and
(iii) a true and fair summary of the contract of sale, or for
services or other consideration in respect of which the
allotment was made.66

(1A) Subsection (1) shall not apply in respect of such classes of companies as
are prescribed by order made by the Treasury.67

(2) ......68

(3) If default is made in complying with this section, every director,
manager, secretary or other officer of the company, who is knowingly a
party to the default, shall be liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000.69

42A Rights to damages etc not affected

A person is not debarred from obtaining damages or other compensation from a
company by reason only of his holding or having held shares in the company or
any right to apply or subscribe for shares or to be included in the company’s
register in respect of shares.70

Commissions and Discounts
43 Power to pay certain commissions, and prohibition of payment of all

other commissions, discounts, etc

(1) It shall be lawful for a company to pay a commission to any person in
consideration of his subscribing or agreeing to subscribe, whether
absolutely or conditionally, for any shares in the company, or procuring
or agreeing to procure subscriptions, whether absolute or conditional, for
any shares in the company if —
(a) the payment of the commission is authorised by the articles; and
(b) the commission paid or agreed to be paid does not exceed ten per
cent of the price at which the shares are issued or the amount or
rate authorised by the articles, whichever is the less; and
(c) the amount or rate per cent. of the commission paid or agreed to
be paid is —
(i) in the case of shares offered to the public for subscription
disclosed in the prospectus; or
(ii) in the case of shares not offered to the public for
subscription, disclosed in a statement in the prescribed
form signed in the prescribed manner and delivered before
Section 44 Companies Act 1931


Page 42 AT 2 of 1931 c

the payment of the commission to the Department for
registration, and, where a circular or notice, not being a
prospectus, inviting subscription for the shares is issued,
also disclosed in that circular or notice; and71

(d) the number of shares which persons have agreed for a
commission to subscribe absolutely is disclosed in manner
aforesaid.
(2) Save as aforesaid, no company shall apply any of its shares or capital
money either directly or indirectly in payment of any commission,
discount, or allowance, to any person in consideration of his subscribing
or agreeing to subscribe, whether absolutely or conditionally, for any
shares of the company, or procuring or agreeing to procure
subscriptions, whether absolute or conditional, for any shares in the
company, whether the shares or money be so applied by being added to
the purchase money of any property acquired by the company or to the
contract price of any work to be executed for the company, or the money
be paid out of the nominal purchase money or contract price, or
otherwise.72

(3) Nothing in this section shall affect the power of any company to pay
such brokerage as it has heretofore been lawful for a company to pay.
(4) A vendor to, promoter of, or other person who receives payment in
money or shares from, a company shall have and shall be deemed
always to have had power to apply any part of the money or shares so
received in payment of any commission, the payment of which, if made
directly by the company, would have been legal under this section.
(5) If default is made in complying with the provisions of this section
relating to the delivery to the Department of the statement in the
prescribed form, the company and every officer of the company who is
in default shall be liable to a fine not exceeding £2,500.73

44 Statement in balance sheet as to commissions and discounts

(1) Where a company has paid any sums by way of commission in respect of
any shares or debentures, or allowed any sums by way of discount in
respect of any debentures, the total amount so paid or allowed, 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.
(2) If default is made in complying with this section, the company and every
officer of the company who is in default shall be liable to a default fine.
Companies Act 1931 Section 45


c AT 2 of 1931 Page 43

45 [Repealed]
74

Issue of Redeemable Preference Shares and Shares at Discount
46 Application of premiums received on issue of shares

[P1948/38/56]
(1) Where a company issues shares at a premium, whether for cash or
otherwise, a sum equal to the aggregate amount or value of the
premiums on those shares shall be transferred to an account, to be called
“the share premium account
”, and the provisions of this Act relating to
the reduction of the share capital of a company shall, except as provided
in this section and section 46A(7), apply as if the share premium account
were paid up share capital of the company.
(2) The share premium account may, notwithstanding anything in the
foregoing subsection, be applied by the company in paying up unissued
shares of the company to be allotted to members of the company as fully
paid bonus shares, or in writing off —
(a) the preliminary expenses of the company; or
(b) the expenses of, or the commission paid or discount allowed on,
any issue of shares or debentures of the company;
or in providing for the premium payable on redemption of any
redeemable preference shares or of any debentures of the company or in
providing for the redemption of shares in accordance with proviso (a)(iii)
to section 46A(l) or transfers to the capital redemption reserve fund in
accordance with proviso (d) of section 46A(l).75

(3) Subject to subsection (4), where a company has before the
commencement of the 1982 Act issued any shares at a premium, this
section shall apply as if the shares had been issued after the
commencement of the 1982 Act.
(4) Any part of the premiums which has been so applied that it does not at
the commencement of the 1982 Act form an identifiable part of the
company’s reserves within the meaning of Schedule 1 to the 1982 Act
shall be disregarded in determining the sum to be included in the share
premium account.
(5) In this section, “the 1982 Act” means the Companies Act 1982.76

46A Power to issue redeemable preference shares

[J1968/5]
(1) A company limited by shares or a company limited by guarantee and
having a share capital, if so authorised by its articles, may, subject to the
provisions of —
Section 46 Companies Act 1931


Page 44 AT 2 of 1931 c

(a) this section, issue preference shares which are, or at the option of
the company or the holder are to be liable, to be redeemed;77

(b) section 62 of this Act, convert the whole, or any particular class, of
its preference shares into redeemable preference shares:
Provided that —
(a) no such shares shall be redeemed otherwise than out of —
(i) the profits of the company which would otherwise be
available for dividend; or
(ii) the proceeds of a fresh issue of shares made for the
purpose of the redemption; or
(iii) the share premium account:
(b) no such shares shall be redeemed unless they are fully paid;
(c) the premium, if any, payable on redemption must have been
provided for —
(i) out of profits which would otherwise be available for
dividend; or
(ii) out of any share premium account:
of the company before the shares are redeemed;
(d) where any such shares are redeemed otherwise than out of the
proceeds of a fresh issue as aforesaid, there shall be transferred,
out of profits which would otherwise have been available for
dividend or out of any share premium account to a reserve fund
to be called the “capital redemption reserve fund” a sum equal to
the nominal value of the shares redeemed, and the provisions of
this Act relating to the reduction of share capital of a company
shall, except as provided by this section, apply as if the capital
redemption reserve fund were paid up share capital of the
company.78

(2) Subject to the provisions of this section, the redemption of preference
shares thereunder may be effected on such terms, and in such manner, as
may be provided by the articles of the company.
(3) The redemption, under this section, of preference shares by a company
shall not be taken as reducing the amount of the authorised share capital
of the company.
(4) Subject to subsection (5) where, in pursuance of this section, a company
has redeemed, or is about to redeem, any preference shares, it shall have
power to issue shares up to the nominal amount of the shares redeemed
or, as the case may be, to be redeemed as if those shares had never been
issued and, accordingly, for the purpose of any enactment relating to
companies’ registration fees, the share capital of the company shall not
be deemed to be increased by the issue of shares in pursuance of this
subsection.
Companies Act 1931 Section 47


c AT 2 of 1931 Page 45

(5) Where new shares are issued before the redemption of the old shares, the
new shares shall not, so far as relates to any enactment relating to
companies’ registration fees, be deemed to have been issued in
pursuance of the subsection unless the old shares are redeemed within
the period of one month beginning with the day of issue of the new
shares.
(6) Notwithstanding anything in this section, the capital redemption reserve
fund may be applied by the company in paying up unissued shares of
the company for issue to shareholders thereof as fully paid bonus shares.
(7) Notwithstanding the provisions of section 56(l), it shall not be necessary
for a company to obtain the confirmation of the court when redeeming
preference shares in accordance with the provisions of this section.
(8) Whenever any company makes any allotment of redeemable preference
shares which in accordance with the articles of the company do not
entitle the person to whom the allotment is made to exercise the right to
vote at a meeting of the company, or such shares are redeemed by the
company, it shall within one month after so doing give notice to the
Department stating the gross nominal value of the shares allotted or
redeemed as the case may be, and a company acting in accordance with
the provisions of this subsection need not otherwise comply with
sections 42 and 51(l)(e).79

47 Power to issue shares at a discount

(1) Subject as provided in this section, it shall be lawful for a company to
issue at a discount shares in the company of a class already issued:
Provided that —
(a) the issue of the shares at a discount must be authorised by
resolution passed in general meeting of the company, and must be
sanctioned by the court;
(b) the resolution must specify the maximum rate of discount at
which the shares are to be issued;
(c) not less than one year must at the date of the issue have elapsed
since the date on which the company was entitled to commence
business;
(d) the shares to be issued at a discount must be issued within one
month after the date on which the issue is sanctioned by the court
or within such extended time as the court may allow.
(2) Where a company has passed a resolution authorising the issue of shares
at a discount, it may apply to the court for an order sanctioning the issue,
and on any such application the court, if, having regard to all the
circumstances of the case, it thinks proper so to do, may make an order
sanctioning the issue on such terms and conditions as it thinks fit.
Section 48 Companies Act 1931


Page 46 AT 2 of 1931 c

(3) Every prospectus relating to the issue of the shares and every balance
sheet issued by the company subsequently to the issue of the shares must
contain particulars of the discount allowed on the issue of the shares or
of so much of that discount as has not been written off at the date of the
issue of the document in question.
If default is made in complying with this subsection, the company and
every officer of the company who is in default shall be liable to a default
fine.
Miscellaneous Provisions as to Share Capital
48 Power of company to arrange for different amounts being paid on

shares

A company, if so authorised by its articles, may do any one or more of the
following things —
(1) Make arrangements on the issue of shares for a difference between the
shareholders in the amounts and times of payment of calls on their
shares:
(2) Accept from any member the whole or a part of the amount remaining
unpaid on any shares held by him, although no part of that amount has
been called up:
(3) Pay dividend in proportion to the amount paid up on each share where a
larger amount is paid up on some shares than on others:
(4) Issue its shares in fractional denominations and deal with such fractions
to the same extent as its whole shares and shares in fractional
denominations shall have in proportion to the respective fractions
represented thereby all of the rights of whole shares including, but
without limiting the generality of this paragraph, the right to vote, to
receive dividends and distributions and to participate in a winding up.80

49 Reserve liability of limited company

A limited company may by special resolution determine that any portion of its
share capital which has not been already called up shall not be capable of being
called up, except in the event and for the purposes of the company being wound
up, and thereupon that portion of its share capital shall not be capable of being
called up except in the event and for the purposes aforesaid.
50 Power of company limited by shares to alter its share capital

(1) A company limited by shares or a company limited by guarantee and
having a share capital, if so authorised by its articles, may alter the
conditions of its memorandum as follows, that is to say, it may —
Companies Act 1931 Section 51


c AT 2 of 1931 Page 47

(a) increase its share capital by new shares of such amount as it
thinks expedient;
(b) consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares;
(c) convert all or any of its paid-up shares into stock, and reconvert
that stock into paid-up shares of any denomination;
(d) subdivide its shares, or any of them, into shares of smaller amount
than is fixed by the memorandum, so, however, that in the
subdivision the proportion between the amount paid and the
amount, if any, unpaid on each reduced share shall be the same as
it was in the case of the share from which the reduced share is
derived;
(e) cancel shares which, at the date of the passing of the resolution in
that behalf, have not been taken or agreed to be taken by any
person, and diminish the amount of its share capital by the
amount of the shares so cancelled.
(2) The powers conferred by this section must be exercised by the company
in general meeting.
(3) A cancellation of shares in pursuance of this section shall not be deemed
to be a reduction of share capital within the meaning of this Act.
51 Notice to Department of consolidation of share capital, conversion of

shares into stock, etc

(1) If a company having a share capital has —
(a) consolidated and divided its share capital into shares of larger
amount than its existing shares; or
(b) converted any shares into stock; or
(c) re-converted stock into shares; or
(d) subdivided its shares or any of them; or
(e) redeemed any redeemable preference shares; or
(f) cancelled any shares, otherwise than in connection with a
reduction of share capital under section fifty-six of this Act,
it shall within one month after so doing give notice thereof to the
Department specifying, as the case may be, the shares consolidated,
divided, converted, subdivided, redeemed or cancelled, or the stock re-
converted.81

(1A) Subsection (1)(e) and (f) shall not apply in respect of such classes of
companies as are prescribed by order made by the Treasury.82

(2) If default is made in complying with this section, the company and every
officer of the company who is in default shall be liable to a default fine.83

Section 52 Companies Act 1931


Page 48 AT 2 of 1931 c

52 Notice of increase of share capital

(1) Where a company having a share capital, whether its shares have or have
not been converted into stock, has increased its share capital beyond the
registered capital, it shall within one month after the passing of the
resolution authorising the increase, give to the Department notice of the
increase, and the Department shall record the increase.84

(2) The notice to be given as aforesaid shall include such particulars as may
be prescribed with respect to the classes of shares affected and the
conditions subject to which the new shares have been or are to be issued,
and there shall be forwarded to the Department together with the notice
a printed copy of the resolution authorising the increase.85

(3) If default is made in complying with this section, the company and every
officer of the company who is in default shall be liable to a default fine.
53 Power of unlimited company to provide for reserve share capital on re-

registration

An unlimited company having a share capital may, by its resolution for
registration as a limited company in pursuance of this Act, do either or both of
the following things, namely —
(1) Increase the nominal amount of its share capital by increasing the
nominal amount of each of its shares, but subject to the condition that no
part of the increased capital shall be capable of being called up except in
the event and for the purposes of the company being wound up;
(2) Provide that a specified portion of its uncalled share capital shall not be
capable of being called up except in the event and for the purposes of the
company being wound up.
54 Power of company to pay interest out of capital in certain cases

(1) Where any shares of a company are issued for the purpose of raising
money to defray the expenses of the construction of any works or
buildings or the provision of any plant which cannot be made profitable
for a lengthened period, the company may pay interest on so much of
that share capital as is for the time being paid up for the period and
subject to the conditions and restrictions in this section mentioned, and
may charge the sum so paid by way of interest to capital as part of the
cost of construction of the work or building, or the provision of plant:
Provided that —
(a) No such payment shall be made unless it is authorised by the
articles or by special resolution:
Companies Act 1931 Section 55


c AT 2 of 1931 Page 49

(b) No such payment, whether authorised by the articles or by special
resolution, shall be made without the previous sanction of the
Treasury:86

(c) Before sanctioning any such payment the Treasury may, at the
expense of the company, appoint a person to inquire and report to
it as to the circumstances of the case, and may, before making the
appointment, require the company to give security for the
payment of the costs of the inquiry:87

(d) The payment shall be made only for such period as may be
determined by the Treasury, and that period shall in no case
extend beyond the close of the half year next after the half year
during which the works or buildings have been actually
completed or the plant provided:88

(e) The rate of interest shall in no case exceed four per cent. per
annum or such other rate as may for the time being be prescribed
by the Treasury:89

(f) The payment of the interest shall not operate as a reduction of the
amount paid up on the shares in respect of which it is paid:
(g) The accounts of the company shall show the share capital on
which, and the rate at which, interest has been paid out of capital
during the period to which the accounts relate.
(2) If default is made in complying with proviso (g) to subsection (1) of this
section, the company and every officer of the company who is in default
shall be liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000.90

55 [Repealed]
91

Reduction of Share Capital
56 Special resolution for reduction of share capital

(1) Subject to confirmation by the court, a company limited by shares or a
company limited by guarantee and having a share capital may, if so
authorised by its articles, by special resolution reduce its share capital in
any way, and in particular, without prejudice to the generality of the
foregoing power, may —
(a) extinguish or reduce the liability on any of its shares in respect of
share capital not paid up; or
(b) either with or without extinguishing or reducing liability on any
of its shares, cancel any paid-up share capital which is lost or
unrepresented by available assets; or
Section 57 Companies Act 1931


Page 50 AT 2 of 1931 c

(c) either with or without extinguishing or reducing liability on any
of its shares pay off any paid-up share capital which is in excess of
the wants of the company,
and may, if and so far as is necessary, alter its memorandum by reducing
the amount of its share capital and of its shares accordingly.
(2) A special resolution under this section is in this Act referred to as “a

resolution for reducing share capital
”.
57 Application to court for confirming order, objections by creditors, and

settlement of list of objecting creditors

(1) Where a company has passed a resolution for reducing share capital it
may apply by petition to the court for an order confirming the reduction.
(2) Where the proposed reduction of share capital involves either
diminution of liability in respect of unpaid share capital or the payment
to any shareholder of any paid-up share capital, and in any other case if
the court so directs, the following provisions shall have effect, subject
nevertheless to the next following subsection —
(a) Every creditor of the company who at the date fixed by the court
is entitled to any debt or claim which, if that date were the
commencement of the winding up of the company, would be
admissible in proof against the company, shall be entitled to
object to the reduction:
(b) The court shall settle a list of creditors so entitled to object, and for
that purpose shall ascertain, as far as possible without requiring
an application from any creditor, the names of those creditors and
the nature and amount of their debts or claims, and may publish
notices fixing a day or days within which creditors not entered on
the list are to claim to be so entered or are to be excluded from the
right of objecting to the reduction:
(c) Where a creditor entered on the list whose debt or claim is not
discharged or has not determined does not consent to the
reduction, the court may, if it thinks fit, dispense with the consent
of that creditor, on the company securing payment of his debt or
claim by appropriating, as the court may direct, the following
amount —
(i) If the company admits the full amount of the debt or claim,
or, though not admitting it, is willing to provide for it, then
the full amount of the debt or claim;
(ii) If the company does not admit and is not willing to
provide for the full amount of the debt or claim, or if the
amount is contingent or not ascertained, then an amount
fixed by the court after the like inquiry and adjudication as
if the company were being wound up by the court.
Companies Act 1931 Section 58


c AT 2 of 1931 Page 51

(3) Where a proposed reduction of share capital involves either the
diminution of any liability in respect of unpaid share capital or the
payment to any shareholder of any paid-up share capital, the court may,
if having regard to any special circumstances of the case it thinks proper
so to do, direct that subsection (2) of this section shall not apply as
regards any class or any classes of creditors.
58 Order confirming reduction and powers of court on making such order

(1) The court, if satisfied, with respect to every creditor of the company who
under the last foregoing section is entitled to object to the reduction, that
either his consent to the reduction has been obtained or his debt or claim
has been discharged or has determined, or has been secured, may make
an order confirming the reduction on such terms and conditions as it
thinks fit.
(2) Where the court makes any such order, it may —
(a) if for any special reason it thinks proper so to do, make an order
directing that the company shall, during such period,
commencing on or at any time after the date of the order, as is
specified in the order, add to its name as the last words thereof
the words “and reduced”; and
(b) make an order requiring the company to publish as the court
directs the reasons for reduction or such other information in
regard thereto as the court may think expedient with a view to
giving proper information to the public, and, if the court thinks
fit, the causes which led to the reduction.
(3) Where a company is ordered to add to its name the words “and
reduced,” those words shall, until the expiration of the period specified
in the order, be deemed to be part of the name of the company.
59 Registration of order and minute of reduction

(1) The Department, on production to it of an order of the court confirming
the reduction of the share capital of a company, and the delivery to it of a
copy of the order and of a minute approved by the court, showing with
respect to the share capital of the company, as altered by the order, the
amount of the share capital, the number of shares into which it is to be
divided, and the amount of each share, and the amount, if any, at the
date of the registration deemed to be paid up on each share, shall register
the order and minute.92

(2) On the registration of the order and minute, and not before, the
resolution for reducing share capital as confirmed by the order so
registered shall take effect.
(3) Notice of the registration shall be published in such manner as the court
may direct.
Section 60 Companies Act 1931


Page 52 AT 2 of 1931 c

(4) The Department shall certify the registration of the order and minute,
and its certificate shall be conclusive evidence that all the requirements
of this Act with respect to reduction of share capital have been complied
with, and that the share capital of the company is such as is stated in the
minute.93

(5) The minute when registered shall be deemed to be substituted for the
corresponding part of the memorandum, and shall be valid and alterable
as if it had been originally contained therein.
(6) The substitution of any such minute as aforesaid for part of the
memorandum of the company shall be deemed to be an alteration of the
memorandum within the meaning of section twenty-four of this Act.
60 Liability of members in respect of reduced shares

(1) In the case of a reduction of share capital a member of the company, past
or present shall not be liable in respect of any share to any call or
contribution exceeding in amount the difference, if any, between the
amount of the share as fixed by the minute and the amount paid, or the
reduced amount, if any, which is to be deemed to have been paid, on the
share, as the case may be:
Provided that if any creditor, entitled in respect of any debt or claim to
object to the reduction of share capital, is, by reason of his ignorance of
the proceedings for reduction, or of their nature and effect with respect
to his claim, not entered on the list of creditors, and, after the reduction,
the company is unable, within the meaning of the provisions of this Act
with respect to the winding up by the court, to pay the amount of his
debt or claim, then —
(a) every person who was a member of the company at the date of
the registration of the order for reduction and minute, shall be
liable to contribute for the payment of that debt or claim an
amount not exceeding the amount which he would have been
liable to contribute if the company had commenced to be wound
up on the day before the said date; and
(b) if the company is wound up, the court, on the application of any
such creditor and proof of his ignorance as aforesaid, may, if it
thinks fit, settle accordingly a list of persons so liable to
contribute, and make and enforce calls and orders on the
contributories settled on the list, as if they were ordinary
contributories in a winding up.
(2) Nothing in this section shall affect the rights of the contributories among
themselves.
61 Penalty on concealment of name of creditor

If any director, manager, secretary, or other officer of the company —
Companies Act 1931 Section 62


c AT 2 of 1931 Page 53

(1) wilfully conceals the name of any creditor entitled to object to the
reduction; or
(2) wilfully misrepresents the nature or amount of the debt or claim of any
creditor; or
(3) aids, abets or is privy to any such concealment or misrepresentation as
aforesaid,
he shall be guilty of a misdemeanour.
Variation of Shareholders’ Rights
62 Rights of holders of special classes of shares

(1) If in the case of a company, the share capital of which is divided into
different classes of shares, provision is made by the memorandum or
articles for authorising the variation of the rights attached to any class of
shares in the company, subject to the consent, of any specified proportion
of the holders of the issued shares of that class or the sanction of a
resolution passed at a separate meeting of the holders of those shares,
and in pursuance of the said provision the rights attached to any such
class of shares are at any time varied, the holders of not less in the
aggregate than fifteen per cent. of the issued shares of that class, being
persons who did not consent to or vote in favour of the resolution for the
variation, may apply to the court to have the variation cancelled, and,
where any such application is made, the variation shall not have effect
unless and until it is confirmed by the court.
(2) An application under this section must be made within seven days after
the date on which the consent was given or the resolution was passed, as
the case may be, and may be made on behalf of the shareholders entitled
to make the application by such one or more of their number as they may
appoint in writing for the purpose.
(3) On any such application the court, after hearing the applicant and any
other persons who apply to the court to be heard and appear to the court
to be interested in the application, may, if it is satisfied, having regard to
all the circumstances of the case, that the variation would unfairly
prejudice the shareholders of the class represented by the appellant,
disallow the variation and shall, if not so satisfied, confirm the variation.
(4) The decision of the court on any such application shall be final.
(5) The company shall within fifteen days after the making of an order by
the court on any such application forward a copy of the order to the
Department, and, if default is made in complying with this provision, the
company and every officer of the company who is in default shall be
liable to a default fine.94

Section 63 Companies Act 1931


Page 54 AT 2 of 1931 c

(6) The expression “variation” in this section includes abrogation and the
expression “varied” shall be construed accordingly.
Transfer of Shares and Debentures, Evidence of Title, etc
63 Nature of shares

(1) The shares or other interest of any member in a company shall be
personal estate, transferable in manner provided by the articles of the
company and subject to regulations made under section 28 of the
Companies Act 1992 (which enable title to securities to be evidenced and
transferred without a written instrument), and shall not be of the nature
of real estate.95

(2) Each share in a company having a share capital shall be distinguished by
its appropriate number, except that, if at any time all the issued shares in
a company, or all the issued shares in it of a particular class, are fully
paid up and rank pari passu for all purposes, none of those shares need
thereafter have a distinguishing number so long as it remains fully paid
up and ranks pari passu for all purposes with all shares of the same class
for the time being issued and fully paid up.96

64 Transfer not to be registered except on production of instrument of

transfer

Notwithstanding anything in the articles of a company, it shall not be lawful for
the company to register a transfer of shares in or debentures of the company
unless a proper instrument of transfer has been delivered to the company or the
transfer is in accordance with regulations made under section 28 of the
Companies Act 1992:
Provided that nothing in this section shall prejudice any power of the company
to register as shareholder or debenture holder any person to whom the right to
any shares in or debentures of the company has been transmitted by operation
of law.97

65 Transfer by personal representative

A transfer of the share or other interest of a deceased member of a company
made by his personal representative shall, although the personal representative
is not himself a member of the company, be as valid as if he had been such a
member at the time of the execution of the instrument of transfer.
66 Registration of transfer at request of transferor

On the application of the transferor of any share or interest in a company, the
company shall enter in its register of members the name of the transferee in the
Companies Act 1931 Section 67


c AT 2 of 1931 Page 55

same manner and subject to the same conditions as if the application for the
entry were made by the transferee.
67 Notice of refusal to register transfer

(1) If a company refuses to register a transfer of any shares or debentures,
the company shall, within two months after the date on which the
transfer was lodged with the company, send to the transferee notice of
the refusal.
(2) If default is made in complying with this section, the company and every
director, manager, secretary or other officer of the company who is
knowingly a party to the default shall be liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000.98

68 Duties of company with respect to issue of certificates

(1) Every company shall within two months after the allotment of any of its
shares, debentures, or debenture stock, and within two months after the
date on which a transfer of any such shares, debentures, or debenture
stock, is lodged with the company, complete and have ready for delivery
the certificates of all shares, the debentures, and the certificates of all
debenture stock allotted or transferred, unless the conditions of issue of
the shares, debentures, or debenture stock otherwise provide.
The expression “transfer” for the purpose of this subsection means a
transfer duly executed and otherwise valid, and does not include such a
transfer as the company is for any reason entitled to refuse to register
and does not register.
(2) If default is made in complying with this section, the company and every
director, manager, secretary or other officer of the company who is
knowingly a party to the default shall be liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000.99

(3) If any company on which a notice has been served requiring the
company to make good any default in complying with the provisions of
subsection (1) of this section fails to make good the default within ten
days after the service of the notice, the court may, on the application of
the person entitled to have the certificates or the debentures 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 any such order may provide that all costs of and
incidental to the application shall be borne by the company or by any
officer of the company responsible for the default.
Section 69 Companies Act 1931


Page 56 AT 2 of 1931 c

69 Certificate to be evidence of title

A certificate, under the common seal of the company or the seal kept by the
company by virtue of section 2 of the Stock Exchange (Completion of Bargains) (Isle
of Man) Act 1979, specifying any shares held by any member, shall be prima
facie evidence of the title of the member to the shares.100

70 Evidence of grant of probate

The production to a company of any document which is by law sufficient
evidence of probate of the will, or letters of administration of the estate, of a
deceased person having been granted to some person shall be accepted by the
company, notwithstanding anything in its articles, as sufficient evidence of the
grant.
70A Conversion of bearer shares

(1) A company in respect of which a bearer share is in issue must ensure that
the share is converted into a registered share.
(2) Subsection (1) has effect despite any contrary provision in the company’s
memorandum or articles.
(3) The company must notify the Department of Economic Development, in
the form and manner required by that Department, within one month
following the conversion of a bearer share into a registered share.
(4) No rights attached to a bearer share may be exercised unless the share is
converted into a registered share.
(5) A company commits an offence if it fails to comply with subsection (1)
within 6 months commencing on the date this section comes into
operation.
(6) A company guilty of an offence under subsection (5) is liable —
(a) on conviction on information, to a fine;
(b) on summary conviction, to a fine not exceeding £5,000.
(7) Subsection (10) applies if an offence under subsection (5) is committed by
a company and it is proved that a person specified in subsection (8)
authorised, permitted, participated in, or failed to take all reasonable
steps to prevent the commission of, the offence.
(8) The persons are —
(a) an officer of the company;
(b) a person carrying on the regulated activity of providing corporate
services to the company (within the meaning of section 3 of the
Financial Services Act 2008).
(9) In determining whether or not subsection (8)(b) applies to a person, no
account is to be taken of —
Companies Act 1931 Section 71


c AT 2 of 1931 Page 57

(a) an exclusion contained in an order made under section 3 of the
Financial Services Act 2008 in respect of that regulated activity; or
(b) an exemption contained in regulations made under section 44 of
that Act in respect of that regulated activity.
(10) The person specified in subsection (8), as well as the company, commits
the offence and is liable to the penalty provided for the offence.
(11) In this section —
“bearer share” means a share which is represented by a certificate, warrant or
other document (in any form and by whatever name called) which states
or otherwise indicates that the bearer of the certificate is the owner of the
share;101

“officer” includes —
(a) a director, secretary or similar officer;
(b) a person purporting to act as a director, secretary or similar
officer;
(c) if the affairs of the company are managed by its members, a
member;
“register of members” means the register required to be kept under section 96;
“registered share” means a share in respect of which a person is entered in the
register of members of the company as the holder of the share. 102

71 Prohibition of bearer shares

(1) A company must not —
(a) issue a bearer share;
(b) convert a share into a bearer share; or
(c) exchange a share for a bearer share.
(2) Accordingly, any such purported issue, conversion or exchange is void.
(3) A provision in a company’s memorandum or articles which purports to
enable the company to do any of the matters mentioned in subsection (1)
is also void.
(4) A company which contravenes subsection (1) commits an offence.
(5) A company guilty of an offence under subsection (4) is liable —
(a) on conviction on information, to a fine;
(b) on summary conviction, to a fine not exceeding £5,000.
(6) Subsection (9) applies if an offence under subsection (4) is committed by
a company and it is proved that a person specified in subsection (7)
authorised, permitted, participated in, or failed to take all reasonable
steps to prevent the commission of, the offence.
Section 72 Companies Act 1931


Page 58 AT 2 of 1931 c

(7) The persons are —
(a) an officer of the company;
(b) a person carrying on the regulated activity of providing corporate
services to the company (within the meaning of section 3 of the
Financial Services Act 2008).
(8) In determining whether or not subsection (7)(b) applies to a person, no
account is to be taken of —
(a) an exclusion contained in an order made under section 3 of the
Financial Services Act 2008 in respect of that regulated activity; or
(b) an exemption contained in regulations made under section 44 of
that Act in respect of that regulated activity.
(9) The person specified in subsection (7), as well as the company, commits
the offence and is liable to the penalty provided for the offence.
(10) In this section, “bearer share” and “officer” each have the same meaning
as in section 70A.103

72 Penalty for personation of shareholder

(1) If any person falsely and deceitfully holds himself out as an owner of any
share or interest in any company, and obtains or endeavours to obtain
any such share or interest, or receives or endeavours to receive any
money due to any such owner, as if he were the true and lawful owner,
he shall be liable —
(a) on conviction on information to a fine;
(b) on summary conviction, to a fine not exceeding £5,000.104

(2) If a company acts in contravention of this section the company and any
officer who is in default shall be liable —
(a) on conviction on information to a fine;
(b) on summary conviction, to a fine not exceeding £5,000.105

73 [Repealed]
106

Special Provisions as to Debentures
74 Right of debenture holders and shareholders to inspect register of

debenture holders and to have copies of trust deed

(1) Every register of holders of debentures of a company shall, except when
duly closed, be open to the inspection of the registered holder of any
such debentures, and of any holder of shares in the company but subject
to such reasonable restrictions as the company may in general meeting
Companies Act 1931 Section 75


c AT 2 of 1931 Page 59

impose, so that not less than two hours in each day shall be allowed for
inspection.
For the purposes of this subsection a register shall be deemed to be duly
closed if closed in accordance with provisions contained in the articles or
in the debentures or, in the case of debenture stock, in the stock
certificates, or in the trust deed or other document securing the
debentures or debenture stock, during such period or periods, not
exceeding in the whole thirty days in any year, as may be therein
specified.
(2) Every registered holder of debentures and every holder of shares in a
company may require a copy of the register of the holders of debentures
of the company or any part thereof on payment of such reasonable fee (if
any) as the company may prescribe.107

(3) A copy of any trust deed for securing any issue of debentures shall be
forwarded to every holder of any such debentures at his request on
payment in the case of a printed trust deed of such reasonable fee (if any)
as the company may prescribe.108

(4) If inspection is refused, or a copy is refused or not forwarded, the
company and every officer of the company who is in default shall be
liable to a fine not exceeding £5,000.
(5) Where a company is in default as aforesaid, the court may by order
compel an immediate inspection of the register or direct that the copies
required shall be sent to the person requiring them.
75 Perpetual debentures

A condition contained in any debentures or in any deed for securing any
debentures, whether issued or executed before or after the commencement of
this Act, shall not be invalid by reason only that the debentures are thereby
made irredeemable or redeemable only on the happening of a contingency,
however remote, or on the expiration of a period, however long, any rule of
equity to the contrary notwithstanding.
76 Power to re-issue redeemed debentures in certain cases

(1) Where either before or after the commencement of this Act a company
has redeemed any debentures previously issued, then —
(a) unless any provision to the contrary, whether express or implied,
is contained in the articles or in any contract entered into by the
company; or
(b) unless the company has, by passing a resolution to that effect or
by some other act, manifested its intention that the debentures
shall be cancelled,
Section 77 Companies Act 1931


Page 60 AT 2 of 1931 c

the company shall have, and shall be deemed always to have had, power
to re-issue the debentures, either by re-issuing the same debentures or by
issuing other debentures in their place.
(2) On a re-issue of redeemed debentures the person entitled to the
debentures shall have, and shall be deemed always to have had, the same
priorities as if the debentures had never been redeemed.
(3) Where a company has power to re-issue debentures which have been
redeemed particulars with respect to the debentures which can be so re-
issued shall be included in every balance sheet of the company.
(4) Where a company has either before or after the passing of this Act
deposited any of its debentures to secure advances from time to time on
current account or otherwise, the debentures shall not be deemed to have
been redeemed by reason only of the account of the company having
ceased to be in debit whilst the debentures remained so deposited.
(5) The re-issue of a debenture or the issue of another debenture in its place
under the power by this section given to, or deemed to have been
possessed by, a company, whether the re-issue or issue was made before
or after the passing of this Act, shall be treated as the issue of a new
debenture for the purposes of any enactment relating to companies’
registration fees or duties, but it shall not be so treated for the purposes
of any provision limiting the amount or number of debentures to be
issued.109

(6) Where any debentures which have been redeemed before the date of the
commencement of this Act are re-issued subsequently to that date, the re-
issue of the debentures shall not prejudice any right or priority which
any person would have had under or by virtue of any mortgage or
charge created before the date of the commencement of this Act, if
section one hundred and six of the Companies (Consolidation) Act, 1910, as
originally enacted, had been enacted in this Act instead of this section.
77 Specific performance of contracts to subscribe for debentures

A contract with a company to take up and pay for any debentures of the
company may be enforced by an order for specific performance.
78 Payment of certain debts out of assets subject to floating charge in

priority to claims under the charge

(1) Where, in the case of a company registered in the Isle of Man or
elsewhere, either a receiver is appointed on behalf of the holders of any
debentures of the company secured by a floating charge, or possession is
taken by or on behalf of those debenture holders of any property
comprised in or subject to the charge, then, if the company is not at the
time in course of being wound up, the debts which in every winding-up
are under the provisions of Part V of this Act relating to preferential
Companies Act 1931 Section 79


c AT 2 of 1931 Page 61

payments to be paid in priority to all other debts, shall be paid out of any
assets coming to the hands of the receiver or other person taking
possession as aforesaid in priority to any claim for principal or interest in
respect of the debentures.
(2) The periods of time mentioned in the said provisions of Part V of this Act
shall be reckoned from the date of the appointment of the receiver or of
possession being taken as aforesaid, as the case may be.
(3) Any payments made under this section shall be recouped as far as may
be out of the assets of the company available for payment of general
creditors.
PART III – REGISTRATION OF CHARGES

Registration of Charges with Department110

79 Registration of charges created by companies

(1) Subject to the provisions of this Part of this Act, every charge created
after the fixed date by a company and being a charge to which this
section applies shall, so far as any security on the company’s property or
undertaking is conferred thereby, be void against the liquidator and any
creditor of the company, unless the prescribed particulars of the charge,
together with the instrument, if any, by which the charge is created or
evidenced (or a copy of that instrument certified in the prescribed
manner to be a correct copy), are delivered to or received by the
Department for registration in manner required by this Act within one
month after the date of its creation, but without prejudice to any contract
or obligation for repayment of the money thereby secured, and when a
charge becomes void under this section the money secured thereby shall
immediately become payable.111

(2) This section applies to the following charges —
(a) a charge for the purpose of securing any issue of debentures;
(b) a charge on uncalled share capital of the company;
(c) a charge created or evidenced by an instrument which, if executed
by an individual, would require registration;
(d) a charge on land, wherever situate, or any interest therein;
(e) a charge on book debts of the company;
(f) a floating charge on the undertaking or property of the company;
(g) a charge on calls made but not paid;
(h) a charge on a ship or an aircraft or any share in a ship;112

(i) a charge on goodwill or on any intellectual property.113

Section 79 Companies Act 1931


Page 62 AT 2 of 1931 c

(2A) In subsection (2) “intellectual property” means —
(a) any patent, trade mark, service mark, registered design, copyright
or design right;
(b) any licence under or in respect of any such right.114

(2B) A charge comprising property of a company is only a charge to which
this section applies if —
(a) the company is beneficially interested in the property or, in the
case of future property, is to be beneficially interested in that
property; and
(b) the company controls or is otherwise able to charge the legal
interest in that property or, in the case of future property, is to
control or otherwise to be able to charge that interest.115

(3) Subsection (3AA) applies if —
(a) a charge is created outside the Isle of Man; and
(b) comprises solely property situate outside the Isle of Man.116

(3AA) Where this subsection applies, the time within which the particulars and
the instrument or copy referred to in subsection (1) are to be delivered to
the Department shall be one month after the relevant date.117

(3AB) In subsection (3AA), the relevant date is that on which, in the ordinary
course of post and if dispatched with due diligence, the instrument or
copy could have been received in the Isle of Man.118

(3A) In the case of a charge which —
(a) was created or purported to be created, before 1 July 1996; and
(b) was validated by section 6(3) of the Law Reform (Miscellaneous
Provisions) Act 1996; and
(c) is a charge to which this section applies but which has not been
registered in accordance with this Part,
subsection (1) shall have effect as if the reference to registration within 1
month after the date of the creation of a charge were substituted by a
reference to registration within 6 months after the date on which this
subsection comes into operation.119

(4) Where a charge is created in the Isle of Man but comprises property
outside the Isle of Man, the instrument creating or purporting to create
the charge (or a copy of that instrument certified in the prescribed
manner to be a correct copy) may be sent for registration under this
section notwithstanding that further proceedings may be necessary to
make the charge valid or effectual according to the law of the country in
which the property is situate.120

(5) Where a negotiable instrument has been given to secure the payment of
any book debts of a company, the deposit of the instrument for the
Companies Act 1931 Section 79


c AT 2 of 1931 Page 63

purpose of securing an advance to the company shall not for the
purposes of this section be treated as a charge on those book debts.
(6) The holding of debentures entitling the holder to a charge on land shall
not for the purposes of this section be deemed to be an interest in land.
(7) Where 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 pari passu is created by a company, it
shall for the purposes of this section be sufficient if there are delivered to
or received by the Department within one month after the execution of
the deed containing the charge or, if there is no such deed, after the
execution of any debentures of the series the following particulars —
(a) the total amount secured by the whole series; and
(b) the dates of the resolutions authorising the issue of the series and
the date of the covering deed, if any, by which the security is
created or defined; and
(c) a general description of the property charged; and
(d) the names of the trustees, if any, for the debenture holders;
together with the deed containing the charge (or a copy of the
deed certified in the prescribed manner to be a correct copy), or, if
there is no such deed, one of the debentures of the series (or a
copy of the debenture certified in the prescribed manner to be a
correct copy):
Provided that, where more than one issue is made of debentures in the
series, there shall be sent to the Department for entry in the register
particulars of the date and amount of each issue, but an omission to do
this shall not affect the validity of the debentures issued.121

(8) Where any commission, allowance, or discount has been paid or made
either directly or indirectly by a company to any person in consideration
of his subscribing or agreeing to subscribe, whether absolutely or
conditionally, for any debentures of the company, or procuring or
agreeing to procure subscriptions, whether absolute or conditional, for
any such debentures, the particulars required to be sent for registration
under this section shall include particulars as to the amount or rate per
cent. of the commission, discount, or allowance so paid or made, but
omission to do this shall not affect the validity of the debentures issued:
Provided that the deposit of any debentures as security for any debt of
the company shall not for the purposes of this subsection be treated as
the issue of the debentures at a discount.
(9) In this Part of this Act —
(a) the expression “charge
” includes mortgage:
(b) the expression “the fixed date
” means in relation to the charges
specified in paragraphs (a) to (f), both inclusive, of subsection (2)
Section 80 Companies Act 1931


Page 64 AT 2 of 1931 c

of this section, the twenty-seventh day of September, nineteen
hundred and ten, and in relation to the charges specified in
paragraphs (g) to (i), both inclusive, of the said subsection, the
commencement of this Act.
80 Duty of company to register charges created by company

(1) It shall be the duty of a company to send to the Department for
registration the particulars of every charge created by the company and
of the issue of debentures of a series, requiring registration under the last
foregoing section, but registration of any such charge may be effected on
the application of any person interested therein.122

(2) Where registration is effected on the application of some person other
than the company that person shall be entitled to recover from the
company the amount of any fees properly paid by him to the
Department on the registration.123

(3) If any company makes default in sending to the Department for
registration the particulars of any charge created by the company, or of
the issues of debentures of a series, requiring registration as aforesaid,
then, unless the registration has been effected on the application of some
other person, the company and every director, manager, secretary or
other person, who is knowingly a party to the default shall be liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000.124

81 Duty of company to register charges on property acquired

(1) Where after the commencement of this Act a company acquires any
property which is subject to a charge of any such kind as would, if it had
been created by the company after the acquisition of the property, have
been required to be registered under this Part of this Act, the company
shall cause the prescribed particulars of the charge, together with the
instrument or a copy (certified in the prescribed manner to be a correct
copy) of the instrument, if any, by which the charge was created or is
evidenced, to be delivered to the Department for registration in manner
required by this Act within one month after the date on which the
instrument or the acquisition is completed:
Provided that, if the property is situate and the charge was created
outside the Isle of Man, one month after the date on which the
instrument or copy could in due course of post, and if dispatched with
due diligence, have been received in the Isle of Man shall be substituted
for one month after the completion of the acquisition as the time within
which the particulars and the instrument or the copy of the instrument
are to be delivered to the Department.125

Companies Act 1931 Section 82


c AT 2 of 1931 Page 65

(2) If default is made in complying with this section, the company and every
officer of the company who is in default shall be liable to a default fine of
£5,000.
82 Register of charges to be kept by Department

(1) The Department shall keep, with respect to each company, a register in
the prescribed form of all the charges requiring registration under this
Part of this Act, and shall, on payment of the fee prescribed under section
283A, enter in the register with respect to such charges the following
particulars —
(a) in the case of a charge to the benefit of which the holders of a
series of debentures are entitled, such particulars as are specified
in subsection (7) of section seventy-nine of this Act;
(b) in the case of any other charge —
(i) if the charge is a charge created by the company, the date
of its creation, and if the charge was a charge existing on
property acquired by the company, the date of the
acquisition of the property; and
(ii) the amount secured by the charge; and
(iii) short particulars of the property charged; and
(iv) the persons entitled to the charge.126

(2) The Department shall give a certificate of the registration of any charge
registered in pursuance of this Part of this Act, stating the amount
thereby secured, and the certificate shall be conclusive evidence that the
requirements of this Part of this Act as to registration have been
complied with.127

(3) The register kept in pursuance of this section shall be open to inspection
by any person on payment of the fee prescribed under section 283A.128

(4) ......129

82A Notice

(1) A person taking a charge requiring registration under section 79 of this
Act shall be taken to have notice of any matter requiring registration and
disclosed on the register at the time the charge is created.
(2) Otherwise a person shall not be taken to have notice of any matter by
reason of it being disclosed on the register or by reason of his having
failed to search the register in the course of making such inquiries as
ought reasonably to be made.
(3) The above provisions have effect subject to any other statutory provision
as to whether a person is to be taken to have notice of any matter
disclosed on the register.130

Section 83 Companies Act 1931


Page 66 AT 2 of 1931 c

83 Endorsement of certificate of registration on debentures

(1) The company shall cause a copy of every certificate of registration given
under section 82 to be endorsed on every debenture or certificate of
debenture stock which is issued by the company, and the payment of
which is secured by the charge so registered:
Provided that nothing in this subsection shall be construed as requiring a
company to cause a certificate of registration of any charge so given to be
endorsed on any debenture or certificate of debenture stock issued by the
company before the charge was created.131

(2) If any person knowingly and wilfully authorises or permits the delivery
of any debenture or certificate of debenture stock which under the
provisions of this section is required to have endorsed on it a copy of a
certificate of registration without the copy being so endorsed upon it, he
shall, without prejudice to any other liability, be liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000.132

84 Entry of satisfaction

The Department may, on evidence being given to its satisfaction that the debt
for which any registered charge was given has been paid or satisfied, order that
a memorandum of satisfaction be entered on the register, and shall if required
furnish the company with a copy thereof.133

85 Rectification of register of charges

The court, on being satisfied that the omission to register a charge within the
time required by this Act, or that the omission or misstatement of any particular
with respect to any such charge or in a memorandum of satisfaction, was
accidental, or due to inadvertence or to some other sufficient cause, or is not of a
nature to prejudice the position of creditors or shareholders of the company, or
that on other grounds it is just and equitable to grant relief, may, on the
application of the company or any person interested, and on such terms and
conditions as seem to the court just and expedient, order that the time for
registration shall be extended, or, as the case may be, that the omission or
misstatement shall be rectified.
85A Registration of supplemental particulars

(1) Further particulars of a charge registered under section 79 or section 81,
which supplement or vary the registered particulars, may be delivered to
the Department under this section by the company or the chargee or any
person interested, for registration at any time, provided that —
(i) the further particulars do not of themselves, constitute the
creation of a charge by the company;
Companies Act 1931 Section 86


c AT 2 of 1931 Page 67

(ii) the further particulars are in the prescribed form signed by
or on behalf of the company or the chargee or the person
interested; and
(iii) if further particulars are delivered to the Department for
registration and appear to it to be duly signed, the
Department shall file the particulars in the register relating
to the company and shall note, in such form as it thinks fit,
the date on which they were delivered to it.134

(2) The Department shall keep, with respect to each company, in the register
prescribed by section 82(1) the further particulars (if any), which may be
delivered to the Department under this section, but the Department shall
not be required to issue a certificate of the registration of the further
particulars filed.135

(3) Section 80 (duty of company to register charges created by the company)
and section 81 (duty of company to register charges on property
acquired) shall not apply in respect of this section.136

86 Registration of enforcement of security

(1) If any person obtains an order for the appointment of a receiver or
manager of the property of a company, or appoints such a receiver or
manager under any powers contained in any instrument, he shall within
seven days from the date of the order or of the appointment under the
said powers give notice of the fact to the Department and the
Department shall, on payment of the fee prescribed under section 283A,
enter the fact in the register of charges.137

(2) Where any person appointed receiver or manager of the property of a
company under the powers contained in any instrument ceases to act as
such receiver or manager, he shall, on so ceasing, give the Department
notice to that effect, and the Department shall enter the notice in the
register of charges.138

(3) If any person makes default in complying with the requirements of this
section he shall be liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000.139

Provisions as to Company’s Register of Charges and as to Copies of Instruments
creating Charges
87 Copies of instruments creating charges to be kept by company

Every company shall cause a copy of every instrument creating any charge
requiring registration under this Part of this Act to be kept at the registered
office of the company:
Section 88 Companies Act 1931


Page 68 AT 2 of 1931 c

Provided that, in the case of a series of uniform debentures, a copy of one
debenture of the series shall be sufficient.
88 Company’s register of charges

(1) Every limited company shall keep at the registered office of the company
a register of charges and enter therein 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.140

(2) If any director, manager, or other officer of the company knowingly and
wilfully authorises or permits the omission of any entry required to be
made in pursuance of this section, he shall be liable to a fine not
exceeding £5,000.
89 Right to inspect copies of instruments creating mortgages and charges

and company’s register of charges

(1) The copies of instruments creating any charge requiring registration
under this Part of this Act with the Department, and the register of
charges kept in pursuance of the last foregoing section, shall be open
during business hours, but subject to such reasonable restrictions as the
company in general meeting may impose, so that not less than two hours
in each day shall be allowed for inspection, to the inspection of any
creditor or member of the company without fee, and the register of
charges shall also be open to the inspection of any other person on
payment of such fee, not exceeding the fee payable under section 82(3) of
this Act, as the company may prescribe.141

(2) If inspection of the said copies or register is refused, any officer of the
company refusing inspection, and every director and manager of the
company authorising or knowingly and wilfully permitting the refusal,
shall be liable to a fine not exceeding £5,000.
(3) If any such refusal occurs in relation to a company, the court may by
order compel an immediate inspection of the copies or register.
90 Provisions as to borrowing powers not to apply where conferred by Act

of Tynwald

The provisions of this Act under the heading of “registration of charges” that is to
say, sections 79 to 89 inclusive, shall not apply to the exercise by any company
of borrowing powers expressly conferred on such company by any Act of
Tynwald.
Companies Act 1931 Section 91


c AT 2 of 1931 Page 69

Application of Part III to Companies incorporated outside the Isle of Man
91 Application of Part III to charges created, and property subject to

charge acquired by company incorporated outside IOM

(1) Subject to subsection (1A), the provisions of this Part of this Act shall
extend to charges on property in the Isle of Man which are created, and
to charges on property in the Isle of Man which is acquired, after the
commencement of this Act by a company (whether a company within the
meaning of this Act or not) incorporated outside the Isle of Man which is
registered under the Foreign Companies Act 2014.142

(1A) This section only applies to property in the Isle of Man —
(a) in which the company is beneficially interested or, the case of
future property, is to be beneficially interested; and
(b) in respect of which the company controls or is otherwise able to
charge the legal interest in that property or, in the case of future
property, is to control or otherwise to be able to charge that
interest.143

(2) In relation to such a company sections 87 and 88 apply with the
substitution for the references to the company’s registered office, of a
reference to its principal place of business in the Isle of Man.144

Transitional Provision as to matters required to be registered under this Act, but not
under former Acts
92 Provision as to charges created, and charges on property acquired, by

company before commencement of Act

(1) It shall be the duty of a company within six months after the
commencement of this Act to send to the Department for registration the
prescribed particulars of —
(a) any charge created by the company before the date of the
commencement of this Act and remaining unsatisfied at that date,
which would have been required to be registered under the
provisions of paragraphs (g), (h) and (i) of subsection (2) of
section seventy-nine of this Act or under the provisions of section
ninety-one of this Act, if the charge had been created after the
commencement of this Act; and
(b) any charge to which any property acquired by the company
before the commencement of this Act is subject and which would
have been required to be registered under the provisions of
section eighty-one of this Act or under the provisions of section
ninety-one of this Act, if the property had been acquired after the
commencement of this Act.145

Section 93 Companies Act 1931


Page 70 AT 2 of 1931 c

(2) The Department, on payment of the fee prescribed under section 283A,
shall enter the said particulars on the register kept by it in pursuance of
this Part of this Act.146

(3) If a company fails to comply with this section, the company and every
director, manager, secretary or other officer of the company, or other
person who is knowingly a party to the default shall be liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000.
Provided that the failure of the company shall not prejudice any rights
which any person in whose favour the charge was made may have
thereunder.147

(4) For the purposes of this section the expression “company” includes a
company (whether a company within the meaning of this Act or not)
incorporated outside the Isle of Man which has an established place of
business in the Isle of Man.
PART IV – MANAGEMENT AND ADMINISTRATION

Registered Office and Name
93 [Repealed]
148

94 Publication of name by company

(1) Every company —
(a) shall display or cause its name to be displayed prominently, in
legible characters, at its registered office and at every office or
place in which its business is carried on, conducted or
administered and to which the public has access;
(b) shall, if it has a common seal, have its name engraved in legible
characters upon it; and
(c) shall have its name mentioned in legible characters on all official
documents, to be signed by or on behalf of the company.
(2) In the case of a company administered by the holder of a licence under
the Financial Services Act 2008 in respect of the provision of corporate
services or trust services, subsection (1)(a), so far as it concerns the
display of a name at a registered office, shall be deemed satisfied by the
prominent display of a notice at the address at which that company
maintains its registered office and is administered, stating that members
of the public are invited to inspect during business hours a list of
companies having their registered offices at such address.149

Companies Act 1931 Section 95


c AT 2 of 1931 Page 71

(3) If a company does not comply with the provisions of this section, the
company and every officer of the company who is in default shall be
liable to a fine not exceeding £5,000.150

94A Particulars to be included in business letters, etc

(1) Every company shall have the following particulars duly identified and
mentioned in legible characters in all official documents, including
communications sent electronically, on or in which the company’s name
appears and which are issued or sent by the company to any person in
the Isle of Man or elsewhere —
(a) the place of registration of the company, and the number with
which it is registered;
(b) the address of its registered office; and
(c) in the case of a limited company exempt from the obligation to
use the word “limited” as part of its name, the fact that it is a
limited company;
and, if in the case of a company having a share capital there is on the
stationery used for such letters or on the order forms a reference to the
amount of the share capital, the reference shall be to paid-up share
capital.151

(2) If a company fails to comply with subsection (1), the company shall be
guilty of an offence and shall be liable on summary conviction to a fine
not exceeding £l,000; and if an officer of a company or any person on its
behalf issues or authorises the issue of any business letter or order form
not complying with subsection (1), he shall be guilty of an offence and
shall be liable on summary conviction to a fine not exceeding £l,000.152

Restrictions on Commencement of Business
95 Restrictions on commencement of business

(1) Where a company having a share capital has issued a prospectus inviting
the public to subscribe for its shares, the company shall not commence
any business or exercise any borrowing powers unless —
(a) shares held subject to the payment of the whole amount thereof in
cash have been allotted to an amount not less in the whole than
the minimum subscription; and
(b) every director of the company has paid to the company, on each
of the shares taken or contracted to be taken by him and for which
he is liable to pay in cash, a proportion equal to the proportion
payable on application and allotment on the shares offered for
public subscription.
(c) ......153

Section 96 Companies Act 1931


Page 72 AT 2 of 1931 c

(2) Where a company having a share capital has not issued a prospectus
inviting the public to subscribe for its shares, the company shall not
commence any business or exercise any borrowing powers, unless —
(a) ......154

(b) every director of the company has paid to the company, on each
of the shares taken or contracted to be taken by him and for which
he is liable to pay in cash, a proportion equal to the proportion
payable on application and allotment on the shares payable in
cash.
(c) ......155

(3) ......156

(4) Nothing in this section affects the validity of any transaction entered into
by the company; but, if a company enters into a transaction in
contravention of this section and fails to comply with its obligations in
that connection within 21 days from being called upon to do so, the
directors of the company are jointly and severally liable to indemnify the
other party to the transaction in respect of any loss or damage suffered
by him by reason of the company’s failure to comply with those
obligations.157

(5) Nothing in this section shall prevent the simultaneous offer for
subscription or allotment of any shares and debentures or the receipt of
any money payable on application for debentures.
(6) If any company commences business or exercises borrowing powers in
contravention of this section, every person who is responsible for the
contravention shall, without prejudice to any other liability, be
liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000.158

(7) Nothing in this section shall apply to —
(a) a private company; or
(b) a company registered before the first day of January, nineteen
hundred and nine.
Register of Members
96 Register of members

(1) Every company shall keep a register of its members, and enter therein
the following particulars —
(a) The full names and addresses of the members, and in the case of a
company having a share capital a statement of the shares held by
each member, distinguishing each share by its number, and of the
Companies Act 1931 Section 96


c AT 2 of 1931 Page 73

amount paid or agreed to be considered as paid on the shares of
each member;159

(b) The date at which each person was entered in the register as a
member;
(c) The date at which any person ceased to be a member:
Provided that where the company has converted any of its shares into
stock and given notice of the conversion to the Department, the register
shall show the amount of stock held by each member instead of the
amount of shares and the particulars relating to shares specified in
paragraph (a) of this subsection.160

(1A) A company’s register of members shall be kept at its registered office,
except that —
(a) if the work of making it up is done at another office of the
company, it may be kept there; and
(b) if the company arranges with some other person for the making
up of the register to be undertaken on its behalf by that other, it
may be kept at the office of the other at which the work is done,
but it must be kept at some place in the Isle of Man.161

(1B) If the register of members of a company is kept at a place other than at its
registered office, it shall forthwith deliver to the Department a notice in
the prescribed form of the place where the register is kept, and of any
change in that place.162

(2) If default is made in complying with this section, the company and every
officer of the company who is in default shall be liable to a default fine.
96A Statement that company has only one member

(1) If the number of members of a private company limited by shares or by
guarantee falls to one there shall upon the occurrence of that event be
entered in the company’s register of members with the name and
address of the sole member —
(i) a statement that the company has only one member; and
(ii) the date on which the company became a company having
only one member.
(2) If the membership of a private company limited by shares or by
guarantee increases from one to two or more members there shall upon
the occurrence of that event be entered in the company’s register of
members, with the name and address of the person who was formerly
the sole member, a statement that the company has ceased to have only
one member together with the date on which that event occurred.
Section 97 Companies Act 1931


Page 74 AT 2 of 1931 c

(3) If a company makes default in complying with this section, the company
and every officer of it who is in default is liable to a default fine and, for
continued contravention, to a daily fine of £200.163

97 Index of members of company

(1) Every company having more than fifty members shall, unless the register
of members is in such a form as to constitute in itself an index, keep an
index of the names of the members of the company and shall, within
fourteen days after the date on which any alteration is made in the
register of members, make any necessary alteration in the index.
(2) The index, which may be in the form of a card index, shall in respect of
each member contain a sufficient indication to enable the account of that
member in the register to be readily found.
(2A) The index shall be at all times kept at the same place as the register of
members.164

(3) If default is made in complying with this section, the company and every
officer of the company who is in default shall be liable to a default fine.
98 [Repealed]
165

99 Inspection of register of members

(1) The register of members, commencing from the date of the registration of
the company, and the index of the names of members, except when the
register is closed under the provisions of this Act, shall during business
hours (subject to such reasonable restrictions as the company in general
meeting may impose, so that not less than two hours in each day be
allowed for inspection) be open to the inspection of any member and of
any other person on payment of such reasonable sum as the company
may prescribe for each inspection.166

(2) Any member or other person may require a copy of the register, or of
any part thereof, on payment of such reasonable sum as the company
may prescribe.
The company shall cause any copy so required by any person to be sent
to that person within a period of ten days commencing on the day next
after the day on which the requirement is received by the company.167

(3) If any inspection required under this section is refused or if any copy
required under this section is not sent within the proper period, the
company and every officer of the company who is in default shall be
liable in respect of each offence to a fine not exceeding £5,000.
Companies Act 1931 Section 100


c AT 2 of 1931 Page 75

(4) In the case of any such refusal or default, the court may by order compel
an immediate inspection of the register and index or direct that the
copies required shall be sent to the persons requiring them.
99A Non-compliance with ss 96, 97, 99: agent’s default

Where under section 96(1A)(b), the register of members is kept at the office of
some person other than the company, and by reason of any default of his the
company fails to comply with section 96(lB), 97(2A) or 99, or with any
requirement of this Act as to the production of the register, that other person is
liable to the same penalties as if he were an officer of the company who was in
default, and the powers of the court under section 99(4) extends to the making
of orders against that other and his officers and servants.168

100 Power to close register

A company may, on giving notice by advertisement in not less than two
newspapers circulating in the Isle of Man, close the register of members for any
time or times not exceeding in the whole thirty days in each year.
101 Power of court to rectify register

(1) If —
(a) the name of any person is, without sufficient cause, entered in or
omitted from the register of members of a company; or
(b) default is made or unnecessary delay takes place in entering on
the register the fact of any person having ceased to be a member;
the person aggrieved, or any member of the company, or the company,
may apply to the court for rectification of the register.
(2) Where an application is made under this section, the court may either
refuse the application or may order rectification of the register and
payment by the company of any damages sustained by any party
aggrieved.
(3) On an application under this section the court may decide any question
relating to the title of any person who is a party to the application to have
his name entered in or omitted from the register, whether the question
arises between members or alleged members, or between members or
alleged members on the one hand and the company on the other hand,
and generally may decide any question necessary or expedient to be
decided for rectification of the register.
(4) In the case of a company required by this Act to send a list of its
members to the Department, the court, when making an order for
rectification of the register, shall by its order direct notice of the
rectification to be given to the Department.169

Section 102 Companies Act 1931


Page 76 AT 2 of 1931 c

102 Trusts not to be entered on register

No notice of any trust, expressed, implied, or constructive, shall be entered on
the register, or be receivable by the Department.170

103 Register to be evidence

The register of members shall be prima facie evidence of any matters by this Act
directed or authorised to be inserted therein.
Branch Register
104 Power for company to keep branch register

(1) A company having a share capital may cause to be kept in any
prescribed country or territory in which it transacts business a branch
register of members resident there (in this Act called “the branch

register
”).171

(2) The company shall give to the Department notice of the situation of the
office where any branch register is kept and of any change in its
situation, and if it is discontinued of its discontinuance, and any such
notice shall be given within fourteen days of the opening of the office or
of the change or discontinuance, as the case may be.172

(3) If default is made in complying with subsection (2) of this section, the
company and every officer of the company who is in default shall be
liable to a default fine.
(4) References to a colonial register or dominion register occurring in any
articles registered before the commencement of paragraph 9 of Schedule
2 to the Companies Act 1992 shall be construed as references to a branch
register.173

105 Regulations as to branch register

(1) A branch register shall be deemed to be part of the company’s register of
members (in this and the next following section called “the principal

registe
r”).174

(2) It shall be kept in the same manner in which the principal register is by
this Act required to be kept, except that the advertisement before closing
the register shall be inserted in some newspaper circulating in the district
where the branch register is kept.175

(3) The company shall transmit to its registered office a copy of every entry
in its branch register as soon as may be after the entry is made, and shall
cause to be kept at its registered office, duly entered up from time to
time, a duplicate of its branch register.
Companies Act 1931 Section 106


c AT 2 of 1931 Page 77

Every such duplicate shall, for all the purposes of this Act, be deemed to
be part of the principal register.176

(4) Subject to the provisions of this section with respect to the duplicate
register, the shares registered in a branch register shall be distinguished
from the shares registered in the principal register, and no transaction
with respect to any shares registered in a branch register shall, during the
continuance of that registration, be registered in any other register.177

(5) A company may discontinue to keep a branch register, and thereupon all
entries in that register shall be transferred to some other branch register
kept by the company in the same country or territory, or to the principal
register.178

(6) Subject to the provisions of this Act, any company may, by its articles,
make such provisions as it may think fit respecting the keeping of branch
registers.179

(7) If default is made in complying with subsection (3) of this section, the
company and every officer of the company who is in default shall be
liable to a default fine.
106 Provisions as to branch registers of overseas companies kept in the Isle

of Man

(1) If by virtue of the law in force in any country or territory outside the Isle
of Man companies incorporated under that law have power to keep in
the Isle of Man branch registers of their members resident in the Isle of
Man, the Treasury may by Order direct that sections ninety-nine and one
hundred and one of this Act shall, subject to any modifications and
adaptations specified in the Order, apply to and in relation to any such
branch registers kept in the Isle of Man as they apply to and in relation to
the registers of companies within the meaning of this Act.180

(2) ......181

Annual Return
107 Annual return to be made by company having a share capital

(1) The annual return of a company having a share capital shall contain a list
of all persons who, at the date of the return, are members of the
company, and of all persons who have ceased to be members since the
date of the last return or, in the case of the first return, of the
incorporation of the company.182

(2) The list must state the names, addresses, of all the past and present
members therein mentioned, and the number of shares held by each of
the existing members at the date of the return, specifying shares
Section 108 Companies Act 1931


Page 78 AT 2 of 1931 c

transferred since the date of the last return or, in the case of the first
return, of the incorporation of the company by persons who are still
members and have ceased to be members respectively and the dates of
registration of the transfers, and, if the names therein are not arranged in
alphabetical order, must have annexed to it an index sufficient to enable
the name of any person in the list to be readily found:
Provided that, where the company has converted any of its shares into
stock and given notice of the conversion to the Department, the list must
state the amount of stock held by each of the existing members instead of
the amount of shares and the particulars relating to shares hereinbefore
required.183

(3) The return must also state —
(a) the address of the registered office;
(b) the amount of the share capital of the company and the number of
the shares into which it is divided;
(c) all such particulars with respect to the persons who at the date of
the return are the directors of the company and any person who at
that date is the secretary of the company as are required by this
Act to be contained with respect to the directors and the secretary
respectively in the register of the directors and the secretary of a
company;
(d) the total amount of the indebtedness of the company in respect of
all mortgages and charges which are required to be registered
with the Department under this Act, or which would have been
required so to be registered if created after the 1st January 1909;184

(e) such other particulars as may be prescribed.185

(4) The return shall be in the prescribed form.186

(5) In the case of a company keeping a branch register, the particulars of the
entries in that register shall, so far as they relate to matters which are
required to be stated in the return, be included in the return made next
after copies of those entries are received at the registered office of the
company.187

(6) This section shall not apply to a company limited by guarantee and
having a share capital.188

108 Annual return to be made by company not having share capital and

company limited by guarantee and having a share capital

(1) Every company not having a share capital and any company limited by
guarantee and having a share capital, shall make a return in the
prescribed form stating —
(a) the address of the registered office of the company;
Companies Act 1931 Section 109


c AT 2 of 1931 Page 79

(b) all such particulars with respect to the persons who at the date of
the return are the directors of the company as are by this Act
required to be contained with respect to directors in the register of
directors of a company.
(c) such other particulars as may be prescribed.189

(2) There shall be included in the return a statement containing particulars
of the total amount of the indebtedness of the company in respect of all
mortgages and charges which are required to be registered with the
Department under this Act or which would have been required so to be
registered if created after the first day of January, nineteen hundred and
nine.190

109 General provisions as to annual returns

(1) The annual return must be contained in a separate part of the register of
members, and must be made up to the company’s return date, and the
company must, within one month after that date, forward to the
Department a copy signed by a director or by the manager or by the
secretary of the company.191

(1A) In subsection (1) of this section, “the company’s return date” means —
(a) the anniversary of the company’s incorporation, or
(b) if the company’s last return delivered in accordance with this
section was made up to a different date, the anniversary of that
date.192

(2) Section ninety-nine of this Act shall apply to the annual return as it
applies to the register of members.
(3) Except where the company is a private company (which is not a
subsidiary of a company liable to comply with this subsection), the
annual return shall include a written copy, certified by a director or the
manager or secretary of the company to be a true copy, of the last balance
sheet which has been audited by the company’s auditors, including
every document required by law to be annexed thereto, together with a
copy of the report of the auditors thereon certified as aforesaid, and if
any such balance sheet is in a foreign language there shall also be
annexed to it a translation thereof in English, certified in the prescribed
manner to be a correct translation:
Provided that, if the said last balance sheet did not comply with the
requirements of the law as in force at the date of the audit with respect to
the form of balance sheets there shall be made such additions to and
corrections in the said copy as would have been required to be made in
the said balance sheet in order to make it comply with the said
requirements, and the fact that the said copy has been so amended shall
be stated thereon.193

Section 110 Companies Act 1931


Page 80 AT 2 of 1931 c

(3A) Notwithstanding that it is not a public company, and subject to
subsection (3B), subsection (3) shall apply to a company if it has acted as
a stake-holder (within the meaning given in section 20 of the Timeshare
Act 1996) at any time since —
(a) the last annual return date of the company; or
(b) if the company has not previously delivered a return to the
Department, since the date of incorporation.194

(3B) Subsection (3A) shall not apply to a company limited by
shares which —
(a) has issued shares fully paid up in cash of a nominal value of at
least £250,000 or such other amount as may be prescribed; and
(b) holds indemnity insurance, for such sum as may be prescribed,
in respect of its liability to any action, suit or proceedings for, or in
respect of, any act or matter done or omitted to be done in the exercise,
or purported exercise, of its functions as a stake-holder.195

(4) If a company fails to comply with this section or either of the two last
foregoing sections of this Act, the company and every officer of the
company who is in default shall be liable to a default fine.
(5) For the purposes of subsection (4) of this section the expression “officer”
and for the purposes of the last two foregoing sections of this Act the
expression “director” shall include any person in accordance with whose
directions or instructions the directors of the company are accustomed
to act.
110 Certificates to be sent by private company with annual return

A private company shall send with the annual return required by section one
hundred and eight of this Act a certificate signed by a director or the secretary
of the company that the company has not, since the date of the last return, or, in
the case of a first return, since the date of the incorporation of the company,
issued any invitation to the public to subscribe for any shares or debentures of
the company.196

Meetings and Proceedings
111 Annual general meeting

(1) A general meeting of every company shall be held once at the least in
every calendar year, and not more than fifteen months after the holding
of the last preceding general meeting:
Provided that, so long as a company holds its first annual general
meeting within eighteen months of its incorporation, it need not hold it
in the calendar year of its incorporation or in the following calendar
year.197

Companies Act 1931 Section 112


c AT 2 of 1931 Page 81

(2) If default is made in holding a meeting of the company in accordance
with the provisions of this section, the company, and every director or
manager of the company who is knowingly a party to the default shall be
liable to a fine not exceeding £5,000.
(3) If default is made as aforesaid, the court may, on the application of any
member of the company, call, or direct the calling of, a general meeting
of the company.
112 [Repealed]
198

113 Convening of extraordinary general meeting on requisition

(1) The directors of a company, notwithstanding anything in its articles,
shall, on the requisition of members of the company holding at the date
of the deposit of the requisition not less than one-tenth of such of the
paid-up capital of the company as at the date of the deposit carries the
right of voting at general meetings of the company, or, in the case of a
company not having a share capital, members of the company
representing not less than one-tenth of the total voting rights of all the
members having at the said date a right to vote at general meetings of the
company, forthwith proceed duly to convene an extraordinary general
meeting of the company.
(2) The requisition must state the objects of the meeting, and must be signed
by the requisitionists and deposited at the registered office of the
company, and may consist of several documents in like form, each
signed by one or more requisitionists.
(3) If the directors do not within twenty-one days from the date of the
deposit of the requisition proceed duly to convene a meeting, the
requisitionists, or any of them representing more than one half of the
total voting rights of all of them, may themselves convene a meeting, but
any meeting so convened shall not be held after the expiration of three
months from the said date.
(4) A meeting convened under this section by the requisitionists shall be
convened in the same manner, as nearly as possible, as that in which
meetings are to be convened by directors.
(5) Any reasonable expenses incurred by the requisitionists by reason of the
failure of the directors duly to convene a meeting shall be repaid to the
requisitionists by the company, and any sum so repaid shall be retained
by the company out of any sums due or to become due from the
company by way of fees or other remuneration in respect of their
services to such of the directors as were in default.
(6) For the purposes of this section the directors shall, in the case of a
meeting at which a resolution is to be proposed as a special resolution, be
deemed not to have duly convened the meeting if they do not give such
Section 114 Companies Act 1931


Page 82 AT 2 of 1931 c

notice thereof as is required by section one hundred and sixteen of this
Act.
114 Provisions as to meetings and votes

(1) The following provisions shall have effect in so far as the articles of the
company do not make other provision in that behalf —
(a) a meeting of the company, other than a meeting for the passing of
a special resolution, may be called by 14 days’ notice in writing;199

(b) notice of the meeting of a company shall be served on every
member of the company in the manner in which notices are
required to be served by Table A, and for the purpose of this
paragraph the expression “Table A” means that Table as for the
time being in force;
(c) two or more members holding not less than one-tenth of the
issued share capital or, if the company has not a share capital, not
less than five per cent. in number of the members of the company
may call a meeting;
(d) two members personally present shall be a quorum;200

(e) any member elected by the members present at a meeting may be
chairman thereof;
(f) in the case of a company originally having a share capital, every
member shall have one vote in respect of each share or each ten
pounds of stock held by him, and in any other case every member
shall have one vote.
(2) If for any reason it is impracticable to call a meeting of a company in any
manner in which meetings of that company may be called, or to conduct
the meeting of the company in manner prescribed by the articles or this
Act, the court may, either of its own motion or on the application of any
director of the company or of any member of the company who would
be entitled to vote at the meeting, order a meeting of the company to be
called, held and conducted in such manner as the court thinks fit, and
where any such order is made may give such ancillary or consequential
directions as it thinks expedient, and any meeting called, held and
conducted in accordance with any such order shall for all purposes be
deemed to be a meeting of the company duly called, held and conducted.
114A Quorum at meetings of the sole member

Notwithstanding any provision to the contrary in this Act or in the articles of a
private company limited by shares or by guarantee having only one member,
one member present in person or by proxy shall be a quorum.201

Companies Act 1931 Section 115


c AT 2 of 1931 Page 83

115 Representation of companies at meetings of other companies and of

creditors

(1) A corporation, whether a company within the meaning of this Act or not,
may —
(a) if it is a member of another corporation, being a company within
the meaning of this Act, by resolution of its directors or other
governing body authorise such person as it thinks fit to act as its
representative at any meeting of the company or at any meeting
of any class of members of the company;
(b) if it is a creditor (including a holder of debentures) of another
corporation, being a company within the meaning of this Act, by
resolution of its directors or other governing body authorise such
person as it thinks fit to act as its representative at any meeting of
any creditors of the company held in pursuance of this Act or of
any rules made thereunder, or in pursuance of the provisions
contained in any debenture or trust deed, as the case may be.
(2) A person authorised as aforesaid shall be entitled to exercise the same
powers on behalf of the corporation which he represents as that
corporation could exercise if it were an individual shareholder, creditor,
or holder of debentures, of that other company.
116 Provisions as to extraordinary and special resolutions

(1) A resolution shall be an extraordinary resolution when it has been
passed by a majority of not less than three-fourths of such members as,
being entitled so to do, vote in person or, where proxies are allowed, by
proxy, at a general meeting of which notice specifying the intention to
propose the resolution as an extraordinary resolution has been duly
given.
(2) A resolution shall be a special resolution when it has been passed by
such a majority as is required for the passing of an extraordinary
resolution and at a general meeting of which not less than twenty-one
days’ notice, specifying the intention to propose the resolution as a
special resolution, has been duly given:
Provided that, if all the members entitled to attend and vote at any such
meeting so agree, a resolution may be proposed and passed as a special
resolution at a meeting of which less than twenty-one days’ notice has
been given.
(3) At any meeting at which an extraordinary resolution or a special
resolution is submitted to be passed, a declaration of the chairman that
the resolution is carried shall, unless a poll is demanded, be conclusive
evidence of the fact without proof of the number or proportion of the
votes recorded in favour of or against the resolution.
Section 117 Companies Act 1931


Page 84 AT 2 of 1931 c

(4) At any meeting at which an extraordinary resolution or a special
resolution is submitted to be passed a poll shall be taken to be effectively
demanded, if demanded —
(a) by such number of members for the time being entitled under the
articles to vote at the meeting as may be specified in the articles,
so, however, that it shall not in any case be necessary for more
than five members to make the demand; or
(b) if no provision is made by the articles with respect to the right to
demand the poll, by three members so entitled or by one member
or two members so entitled, if that member holds or those two
members together hold not less than fifteen per cent. of the paid-
up share capital of the company.
(5) When a poll is demanded in accordance with this section, in computing
the majority on the poll reference shall be had to the number of votes to
which each member is entitled by virtue of this Act or of the articles of
the company.
(6) For the purposes of this section notice of a meeting shall be deemed to be
duly given and the meeting to be duly held when the notice is given and
the meeting held in manner provided by this Act or the articles.
117 Registration and copies of certain resolutions and agreements

(1) A printed copy of every resolution or agreement to which this section
applies shall, within one month after the passing or making thereof, be
forwarded to the Department and recorded by it.202

(2) Where articles have been registered, a copy of every such resolution or
agreement for the time being in force shall be embodied in or annexed to
every copy of the articles issued after the passing of the resolution or the
making of the agreement.
(3) Where articles have not been registered, a printed copy of every such
resolution or agreement shall be forwarded to any member at his
request, on payment of 5p or such less sum as the company may direct.203

(4) This section shall apply to —
(a) Special resolutions;
(b) Extraordinary resolutions;
(c) Resolutions or agreements which have been agreed to by all the
members of a company, but which, if not so agreed to, would not
have been effective for their purpose unless, as the case may be,
they had been passed as special resolutions or as extraordinary
resolutions;204

(d) Resolutions or agreements which have been agreed to by all the
members of some class of shareholders, but which, if not so
agreed to, would not have been effective for their purpose unless
Companies Act 1931 Section 118


c AT 2 of 1931 Page 85

they had been passed by some particular majority or otherwise in
some particular manner, and all resolutions or agreements which
effectively bind all the members of any class of shareholders
though not agreed to by all those members;
(e) Resolutions requiring a company to be wound up voluntarily,
passed under paragraph (a) of subsection (1) of section two
hundred and fourteen of this Act;
(f) a resolution of the directors passed by virtue of regulation 6(2) of
the Transfer of Securities Regulations 1996 (which allow title to a
company’s shares to be evidenced and transferred without
written instrument); and205

(g) a resolution of a company passed by virtue of regulation 6(6) of
the Transfer of Securities Regulations 1996 (which prevents or
reverses a resolution of the directors under regulation 6(2) of
those Regulations).206

(5) If a company fails to comply with subsection (1) of this section, the
company and every officer of the company who is in default shall be
liable to a default fine of £500.
(6) If a company fails to comply with subsection (2) or subsection (3) of this
section, the company and every officer of the company who is in default
shall be liable to a fine not exceeding £500.
(7) For the purposes of the last two foregoing subsections a liquidator of the
company shall be deemed to be an officer of the company.
118 Resolutions passed at adjourned meetings

Where after the commencement of this Act a resolution is passed at an
adjourned meeting of —
(a) a company;
(b) the holders of any class of shares in a company;
(c) the directors of a company;
the resolution shall for all purposes be treated as having been passed on the
date on which it was in fact passed, and shall not be deemed to have been
passed on any earlier date.
Written resolutions of private companies
118A Written resolutions of private companies

(1) Anything which in the case of a private company may be done —
(a) by resolution of the company in general meeting, or
(b) by resolution of a meeting of any class of members of the
company,
Section 118 Companies Act 1931


Page 86 AT 2 of 1931 c

may be done, without a meeting and without any previous notice being
required, by resolution in writing signed by or on behalf of all the
members of the company who at the date of the resolution would be
entitled to attend and vote at such meeting.
(2) The signatures need not be on a single document provided each is on a
document which accurately states the terms of the resolution.
(3) The date of the resolution means the date on which the resolution is
signed by or on behalf of the last member to sign.
(4) A resolution agreed to in accordance with this section has effect as if
passed —
(a) by the company in general meeting, or
(b) by a meeting of the relevant class of members of the company,
as the case may be; and any reference in any enactment to a meeting at
which a resolution is passed or to members voting in favour of a
resolution shall be construed accordingly.
(5) Any reference in any enactment to the date of passing of a resolution is,
in relation to a resolution agreed to in accordance with this section, a
reference to the date of the resolution, unless section 118B(4) applies in
which case it shall be construed as a reference to the date from which the
resolution has effect.
(6) A resolution may be agreed to in accordance with this section which
would otherwise be required to be passed as a special or extraordinary
resolution; and any reference in any enactment to a special or
extraordinary resolution includes such a resolution.
(7) This section has effect subject to the exceptions specified in Part I of
Schedule 6A to this Act; and in relation to certain descriptions of
resolution under this section the procedural requirements of this Act
have effect with the adaptations specified in Part II of that Schedule.207

118B Rights of auditors in relation to written resolution

(1) A copy of any written resolution proposed to be agreed to in accordance
with section 118A shall be sent to the company’s auditors unless the
company is exempt from audit under regulations made pursuant to
section 324B.208

(2) If the resolution concerns the auditors as auditors, they may within 7
days from the day on which they receive the copy give notice to the
company stating their opinion that the resolution should be considered
by the company in general meeting or, as the case may be, by a meeting
of the relevant class of members of the company.
(3) A written resolution shall not have effect unless —
Companies Act 1931 Section 119


c AT 2 of 1931 Page 87

(a) the auditors notify the company that in their opinion the
resolution —
(i) does not concern them as auditors, or
(ii) does so concern them but need not be considered by the
company in general meeting or, as the case may be, by a
meeting of the relevant class of members of the company,
or
(b) the period for giving a notice under subsection (2) expires without
any notice having been given in accordance with that subsection.
(4) A written resolution previously agreed to in accordance with section
118A shall not have effect until that notification is given or, as the case
may be, that period expires.209

118C Written resolutions: supplementary provisions

(1) Sections 118A and 118B have effect notwithstanding any provision of the
company’s memorandum or articles.
(2) Nothing in those sections affects any enactment or rule of law as to —
(a) things done otherwise than by passing a resolution, or
(b) cases in which a resolution is treated as having been passed, or a
person is precluded from alleging that a resolution has not been
duly passed.210

119 Minutes of proceedings of meetings and directors

(1) Every company shall cause minutes of all proceedings of general
meetings, and where there are directors or managers, of all proceedings
at meetings of its directors or of its managers, to be entered in books kept
for that purpose.
(2) Any such minute if purporting to be signed by the chairman of the
meeting at which the proceedings were had, or by the chairman of the
next succeeding meeting, shall be evidence of the proceedings.
(3) Where minutes have been made in accordance with the provisions of this
section of the proceedings at any general meeting of the company or
meeting of directors or managers, then, until the contrary is proved, the
meeting shall be deemed to have been duly held and convened, and all
proceedings had thereat to have been duly had, and all appointments of
directors, managers, or liquidators shall be deemed to be valid.
119A Recording of written resolutions

(1) Where a written resolution is agreed to in accordance with section 118A
which has effect as if agreed by the company in general meeting, the
company shall cause a record of the resolution (and of the signatures) to
Section 120 Companies Act 1931


Page 88 AT 2 of 1931 c

be entered in a book in the same way as minutes of proceedings of
general meeting of the company.
(2) Any such record, if purporting to be signed by a director of the company
or by the company secretary, is evidence of the proceedings in agreeing
to the resolution; and where a record is made in accordance with this
section, then, until the contrary is proved, the requirements of this Act
with respect to those proceedings shall be deemed to be complied with.
(3) Section 120 (inspection of minute books) applies in relation to a record
made in accordance with this section as it applies in relation to the
minutes of proceedings of any general meeting.211

119B Recording of decisions by the sole member

(1) Where a private company limited by shares or by guarantee has only one
member and he takes any decision which may be taken by the company
in general meeting and which has effect as if agreed by the company in
general meeting, he shall (unless that decision is taken by way of a
written resolution) provide the company with a written record of that
decision.
(2) If the sole member fails to comply with subsection (1) he shall be liable to
a fine not exceeding £1,000.
(3) Failure by the sole member to comply with subsection (1) shall not affect
the validity of any decision referred to in that subsection.212

120 Inspection of minute books

(1) The books containing the minutes of proceedings of any general meeting
of a company held after the commencement of this Act shall be kept at
the registered office of the company, and shall during business hours
(subject to such reasonable restrictions as the company may by its articles
or in general meeting impose, so that no less than two hours in each day
be allowed for inspection) be open to the inspection of any member
without charge.
(2) Any member shall be entitled to be furnished within seven days after he
has made a request in that behalf to the company with a copy of any such
minutes as aforesaid at a charge not exceeding 3p for every hundred
words.213

(3) If any inspection required under this section is refused or if any copy
required under this section is not sent within the proper time, the
company and every officer of the company who is in default shall be
liable in respect of each offence to a fine not exceeding £5,000.
(4) In the case of any such refusal or default, the court may by order compel
an immediate inspection of the books in respect of all proceedings of
Companies Act 1931 Section 121


c AT 2 of 1931 Page 89

general meetings or direct that the copies required shall be sent to the
persons requiring them.
Accounts and Audit
121 [Repealed]
214

122 [Repealed]

123 [Repealed]

124 [Repealed]

125 [Repealed]

126 [Repealed]

127 Accounts to contain particulars as to loans to, and remuneration of

directors, etc

(1) The accounts which in pursuance of this Act are to be laid before every
company in general meeting shall, subject to the provisions of this
section, contain particulars showing —
(a) the amount of any loans which during the period to which the
accounts relate have been made either by the company or by any
other person under a guarantee from or on a security provided by
the company, to any director or officer of the company, including
any such loans which were repaid during the said period; and
(b) the amount of any loans made in manner aforesaid to any director
or officer at any time before the period aforesaid and outstanding
at the expiration thereof; and
(c) the total of the amount paid to the directors as remuneration for
their services, inclusive of all fees, percentages, or other
emoluments, paid to or receivable by them by or from the
company or by or from any subsidiary company.
(2) The provisions of subsection (1) of this section with respect to loans shall
not apply —
(a) in the case of a company the ordinary business of which includes
the lending of money, to a loan made by the company in the
ordinary course of its business; or
(b) to a loan made by the company to any employee of the company
if the loan does not exceed two thousand pounds and is certified
by the directors of the company to have been made in accordance
Section 128 Companies Act 1931


Page 90 AT 2 of 1931 c

with any practice adopted or about to be adopted by the company
with respect to loans to its employees.
(3) The provisions of subsection (1) of this section with respect to the
remuneration paid to directors shall not apply in relation to a managing
director of the company, and in the case of any other director who holds
any salaried employment or office in the company there shall not be
required to be included in the said total amounts any sums paid to him
except sums paid by way of directors’ fees.
(4) If in the case of any such accounts as aforesaid the requirements of this
section are not complied with, it shall be the duty of the auditors of the
company by whom the accounts are examined to include in their report
on the balance sheet of the company, so far as they are reasonably able to
do so, a statement giving the required particulars.
(5) In this section the expression “emoluments” includes fees, percentages
and other payments made or consideration given, directly or indirectly,
to a director as such, and the money value of any allowances or
perquisites belonging to his office.
128 and 129 [Repealed]
215

130 [Repealed]
216

131 to 133 [Repealed]
217

Inspection
134 Investigation of affairs of company by inspectors appointed by court

(1) The court may appoint one or more competent inspectors to investigate
the affairs of a company and to report thereon in such manner as the
court direct —
(a) In the case of a banking company having a share capital, on the
application of members holding not less than one-third of the
shares issued;
(b) In the case of any other company having a share capital, on the
application of members holding not less than one-tenth of the
shares issued;
(c) In the case of a company not having a share capital, on the
application of not less than one-fifth in number of the persons on
the company’s register of members.
(2) The application shall be supported by such evidence as the court may
require for the purpose of showing that the applicants have good reason
for, and are not actuated by malicious motives in, requiring the
Companies Act 1931 Section 134


c AT 2 of 1931 Page 91

investigation, and the court may, before appointing an inspector, require
the applicants to give security, to an amount not exceeding one hundred
pounds, for payment of the costs of the inquiry.
(3) It shall be the duty of all officers and agents of the company, and of all
officers and agents of any other body corporate whose affairs are
investigated under section 6 of the Companies Act 1974 —
(a) to produce to the inspectors all books and documents of or
relating to the company or, as the case may be, the other body
corporate which are in their custody or power,
(b) to attend before the inspectors when required to do so, and
(c) otherwise to give the inspectors all assistance in connection with
the investigation which they are reasonably able to give.218

(4) If the inspectors consider that a person other than an officer or agent of
the company or other body corporate is or may be in possession of
information concerning its affairs, they may require that person to
produce to them any books or documents in his custody or power
relating to the company or other body corporate, to attend before them
and otherwise to give them all assistance in connection with the
investigation which he is reasonably able to give; and it is that person’s
duty to comply with the requirement.219

(4A) An inspector may examine on oath the officers and agents of the
company or other body corporate, and any such person as is mentioned
in subsection (4) above, in relation to the affairs of the company or other
body, and may administer an oath accordingly.220

(5) If any officer or agent of the company refuses to produce to the
inspectors any book or document which it is his duty under this section
so to produce, or refuses to answer any question which is put to him by
the inspectors with respect to the affairs of the company, the inspectors
may certify the refusal under their hand to the court, and the court may
thereupon enquire into the case, and after hearing any witnesses who
may be produced against or on behalf of the alleged offender and after
hearing any statement which may be offered in defence, punish the
offender in like manner as if he had been guilty of contempt of the court.
(6) On the conclusion of the investigation the inspectors shall report their
opinion to the court, and a copy of the report shall be forwarded by the
court to the Department, the Isle of Man Financial Services Authority
and the registered office of the company, and a further copy shall, at the
request of the applicants for the investigation, be delivered to them.
The report shall be written or printed, as the court direct.221

Section 135 Companies Act 1931


Page 92 AT 2 of 1931 c

135 Proceedings on report by inspectors

(1) If from any report made under the last foregoing section it appears to the
court that any person has been guilty of any offence in relation to the
company for which he is criminally liable, and if it appears to the court
that the case is one in which the prosecution ought to be undertaken by
the Attorney-General, the court shall refer the matter to him.
(2) If where any matter is referred to the Attorney-General under this section
he considers that the case is one in which a prosecution ought to be
instituted and, further, that it is desirable in the public interest that the
proceedings in the prosecution should be conducted by him, he shall
institute proceedings accordingly, and it shall be the duty of all officers
and agents of the company, past and present (other than the defendant in
the proceedings), to give to him all assistance in connection with the
prosecution which they are reasonably able to give.222

(3) The expenses of and incidental to an investigation under the last
preceding section of this Act (in this subsection referred to as “the
expenses”) shall be defrayed as follows —
(a) Where as a result of the investigation a prosecution is instituted
by the Attorney-General, the expenses shall be defrayed by the
Treasury,223

(b) In any other case the expenses shall be defrayed by the company
unless the court think proper to direct, as the court is hereby
authorised to do, that they shall either be paid by the applicants
or in part by the company and in part by the applicants:
Provided that —
(i) if the company fails to pay the whole or any part of the
sum which it is liable to pay under this subsection, the
applicants shall make good the deficiency up to the
amount by which the security given by them under this
section exceeds the amount, if any, which they have under
this subsection been directed by the court to pay; and
(ii) any balance of the expenses not defrayed either by the
company or the applicants shall be defrayed by the
Treasury.224

136 Power of company to appoint inspectors

(1) A company may by special resolution appoint inspectors to investigate
its affairs.
(2) Inspectors so appointed shall have the same powers and duties as
inspectors appointed by the court, except that, instead of reporting to the
court, they shall report in such manner and to such persons as the
company in general meeting may direct.
Companies Act 1931 Section 137


c AT 2 of 1931 Page 93

(3) If any officer or agent of the company refuses to produce to the
inspectors any book or document which it is his duty under this section
so to produce, or refuses to answer any question which is put to him by
the inspectors with respect to the affairs of the company, he shall be
liable to be proceeded against in the same manner as if the inspectors
had been inspectors appointed by the court.
137 Report of inspectors to be evidence

A copy of the report of any inspectors appointed under this Act, authenticated
by the seal of the company whose affairs they have investigated, shall be
admissible in any legal proceeding as evidence of the opinion of the inspectors
in relation to any matter contained in the report.
Directors and Managers
138 [Repealed]
225

139 [Repealed]
226

140 Qualification of director or manager

(1) It shall be the duty of every director who is by the articles of the
company required to hold a specified share qualification, and who is not
already qualified, to obtain his qualification within two months after his
appointment, or such shorter time as may be fixed by the articles.227

(2) [Repealed]228

(3) The office of director of a company shall be vacated if the director does
not within two months from the date of his appointment, or within such
shorter time as may be fixed by the articles, obtain his qualification, or if
after the expiration of the said period or shorter time he ceases at any
time to hold his qualification.
(4) A person vacating office under this section shall be incapable of being re-
appointed director of the company until he has obtained his
qualification.
(5) If after the expiration of the said period or shorter time any unqualified
person acts as a director of the company, he shall be liable to a fine not
exceeding £5,000.
Section 141 Companies Act 1931


Page 94 AT 2 of 1931 c

141 [Repealed]
229

141A Resolution to remove director

(1) A company may by special resolution remove a director before the
expiration of his period of office, notwithstanding anything in its articles
or in any agreement between it and him.
(2) A vacancy created by the removal of a director under this section, if not
filled at the meeting at which he is removed, may be filled as a casual
vacancy.
(3) A person appointed director in place of a person removed under this
section is treated, for the purpose of determining the time at which he or
any other director is to retire, as if he had become director on the day on
which the person in whose place he is appointed was last appointed a
director.
(4) This section is not to be taken as depriving a person removed under it of
compensation or damages payable to him in respect of the termination of
his appointment as director or of any appointment terminating with that
as director, or as derogating from any power to remove a director which
may exist apart from this section.230

141B Director’s right to protest removal

(1) On receipt of notice of an intended resolution to remove a director under
section 141A, the company shall forthwith send a copy of the notice to
the director concerned; and he (whether or not a member of the
company) is entitled to be heard on the resolution at the meeting.
(2) Where notice is given of an intended resolution to remove a director
under that section, and the director concerned makes with respect to it
representations in writing to the company (not exceeding a reasonable
length) and requests their notification to members of the company, the
company shall, unless the representations are received by it too late for it
to do so —
(a) in any notice of the resolution given to members of the company
state the fact of the representations having been made; and
(b) send a copy of the representations to every member of the
company to whom notice of the meeting is sent (whether before or
after receipt of the representations by the company).
(3) If a copy of the representations is not sent as required by subsection (2)
because it is received too late or because of the company’s default, the
director may (without prejudice to his right to be heard orally) require
that the representations shall be read out at the meeting.
(4) But copies of the representations need not be sent out and the
representations need not be read out at the meeting if, on the application
Companies Act 1931 Section 142


c AT 2 of 1931 Page 95

either of the company or of any other person who claims to be aggrieved,
the court is satisfied that the rights conferred by this section are being
abused to secure needless publicity for defamatory matter.
(5) The court may order the company’s costs on an application under this
section to be paid in whole or in part by the director, notwithstanding
that he is not a party to the application.231

142 Validity of acts of directors

The acts of a director or manager shall be valid notwithstanding any defect that
may afterwards be discovered in his appointment or qualification.
143 Register of directors

(1) Every company shall keep at its registered office a register of its directors
and secretaries containing with respect to each of them the following
particulars, that is to say —
(a) in the case of an individual, his present christian name and
surname, any former christian name or surname, his usual
residential address, his nationality, and, if that nationality is not
the nationality of origin, his nationality of origin, and his business
occupation, if any, or, if he has no business occupation but holds
any other directorship or directorships, particulars of that
directorship or of some one of those directorships; and
(b) in the case of a corporation, its corporate name and registered or
principal office.232

(2) The company shall within the period of one month from the
occurrence of —
(a) any change among its directors or in its secretary, or
(b) any change in the particulars contained in the register,
send to the Department a notification in the prescribed form of the
change and of the date on which it occurred; and any notification
of a person having become a director or secretary or one of joint
secretaries of the company shall contain a consent signed by that
person to act in the relevant capacity.233

(3) The register to be kept under this section shall during business hours
(subject to such reasonable restrictions as the company may by its articles
or in general meeting impose, so that not less than two hours in each day
be allowed for inspection) be open to the inspection of any member of
the company without charge and of any other person on payment of
such reasonable fee (if any) as the company may prescribe.234

(4) If any inspection required under this section is refused or if default is
made in complying with subsection (1) or subsection (2) of this section,
Section 144 Companies Act 1931


Page 96 AT 2 of 1931 c

the company and every officer of the company who is in default shall be
liable to a default fine.
(5) In the case of any such refusal, the court may by order compel an
immediate inspection of the register.
(6) In this section —
(a) a person in accordance with whose directions or instructions the
directors of a company are accustomed to act shall be deemed to
be a director and officer of the company; and
(b) paragraphs (b), (d) and (e) of section 144(4) of this Act shall apply
as they apply for the purposes of that section.235

144 Particulars with respect to directors in official documents

(1) Every company registered under this Act or the Acts repealed by this Act
shall, in all official documents, including communications sent
electronically, on or in which the company’s name appears and which
are issued or sent by the company to any person in the Isle of Man or
elsewhere, identify and state in legible characters with respect to every
director, the following particulars —
(a) his present first names, or the initials thereof, and present
surname;
(b) any former first names and surnames:
Provided that, if special circumstances exist which render it in the
opinion of the Department expedient that such an exemption should be
granted, the Department may by notice grant, subject to such conditions
as may be specified in the notice, exemption from the obligations
imposed by this subsection.236

(2) Sections 26 and 28 of the Interpretation Act 1976 shall apply to
subsection (1).
(3) If a company makes default in complying with this section, every
director of the company shall be liable on summary conviction for each
offence to a fine not exceeding £1,000, and, in the case of a director being
a corporation, every director, secretary and officer of the corporation,
who is knowingly a party to the default shall be liable to a like penalty.
(4) For the purposes of this section —
(a) the expression “director” includes any person in accordance with
whose directions or instructions the directors of the company are
accustomed to act;
(b) the expression “initials” includes a recognised abbreviation of a
first name;
(c) in the case of a peer or person usually known by a title different
from his surname, the expression “surname” means that title;
Companies Act 1931 Section 145


c AT 2 of 1931 Page 97

(d) references to former first names or surname do not include —
(i) in the case of a peer or a person usually known by a British
title different from his surname, the name by which he was
known previous to the adoption of or succession to the
title; or
(ii) in the case of natural born British subjects, a former first
name or surname where that name or surname was
changed or disused before the person bearing the name
attained the age of eighteen years; or
(iii) in the case of a married woman, the name or surname by
which she was known previous to the marriage.237

145 Limited company may have directors with unlimited liability

(1) In a limited company the liability of the directors or managers, or of the
managing director, may, if so provided by the memorandum, be
unlimited.
(2) In a limited company in which the liability of a director or manager is
unlimited, the directors or managers of the company, if any, and the
member who proposes a person for election or appointment to the office
of director or manager, shall add to that proposal a statement that the
liability of the person holding that office will be unlimited, and the
promoters, directors, managers, and secretary, if any, of the company, or
one of them, shall, before the person accepts the office or acts therein,
give him notice in writing that his liability will be unlimited.
(3) If any director, manager, or proposer makes default in adding such a
statement, or if any promoter, director, manager, or secretary makes
default in giving such a notice, he shall be liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000,
and shall also be liable for any damage which the person so elected or
appointed may sustain from the default, but the liability of the person
elected or appointed shall not be affected by the default.238

146 Special resolution of limited company making liability of directors

unlimited

(1) A limited company, if so authorised by its articles, may, by special
resolution, alter its memorandum so as to render unlimited the liability
of its directors, or managers, or of any managing director.
(2) Upon the passing of any such special resolution the provisions thereof
shall be as valid as if they had been originally contained in the
memorandum.
Section 147 Companies Act 1931


Page 98 AT 2 of 1931 c

147 Statement as to remuneration of directors to be furnished to

shareholders

(1) Subject as hereinafter provided, the directors of a company shall, on a
demand in that behalf made to them in writing by members of the
company entitled to not less than one-fourth of the aggregate number of
votes to which all the members of the company are together entitled,
furnish to all the members of the company within a period of one month
from the receipt of the demand a statement certified as correct, or with
such qualifications as may be necessary, by the auditors of the company,
showing as respects each of the last three preceding years in respect of
which the accounts of the company have been made up the aggregate
amount received in that year by way of remuneration or other
emoluments by persons being directors of the company, whether as such
directors or otherwise in connection with the management of the affairs
of the company, and there shall, in respect of any such director who is —
(a) a director of any other company which is in relation to the first-
mentioned company a subsidiary company; or
(b) by virtue of the nomination, whether direct or indirect, of the
company a director of any other company;
be included in the said aggregate amount any remuneration or other
emoluments received by him for his own use whether as a director of, or
otherwise in connection with the management of the affairs of, that other
company:
Provided that —
(i) a demand for a statement under this section shall be of no
effect if the company within one month after the date on
which the demand is made resolve that the statement shall
not be furnished; and
(ii) it shall be sufficient to state the total aggregate of all sums
paid to or other emoluments received by all the directors in
each year without specifying the amount received by any
individual.
(2) In computing for the purpose of this section the amount of any
remuneration or emoluments received by any director, the amount
actually received by him shall, if the company has paid on his behalf any
sum by way of income tax in respect of the remuneration or emoluments,
be increased by the amount of the sum so paid.
(3) If any director fails to comply with the requirements of this section, he
shall be liable to a fine not exceeding £5,000.
(4) In this section the expression “emoluments” includes fees, percentages
and other payments made or consideration given, directly or indirectly,
to a director as such, and the money value of any allowances or
perquisites belonging to his office.
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c AT 2 of 1931 Page 99

148 Disclosure by directors of interest in contracts

(1) Subject to the provisions of this section, it shall be the duty of a director
of a company who is in any way, whether directly or indirectly,
interested in a contract or proposed contract with the company to declare
the nature of his interest at a meeting of the directors of the company.
(2) In the case of a proposed contract the declaration required by this section
to be made by a director shall be made at the meeting of the directors at
which the question of entering into the contract is first taken into
consideration, or if the director was not at the date of that meeting
interested in the proposed contract, at the next meeting of the directors
held after he became so interested, and in a case where the director
becomes interested in a contract after it is made, the said declaration
shall be made at the first meeting of the directors held after the director
becomes so interested.
(3) For the purpose of this section, a general notice given to the directors of a
company by a director to the effect that he is a member of a specified
company or firm and is to be regarded as interested in any contract
which may, after the date of the notice, be made with that company or
firm shall be deemed to be a sufficient declaration of interest in relation
to any contract so made.
(4) Any director who fails to comply with the provisions of this section shall
be liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000.239

(5) Nothing in this section shall be taken to prejudice the operation of any
rule of law restricting directors of a company from having any interest in
contracts with the company.
148A Contracts with sole members who are directors

(1) Subject to subsection (2), where a private company limited by shares or
by guarantee having only one member enters into a contract with the
sole member of the company and the sole member is also a director of
the company, the company shall, unless the contract is in writing, ensure
that the terms of the contract are either set out in a written memorandum
or are recorded in the minutes of the first meeting of the directors of the
company following the making of the contract.
(2) Subsection (1) shall not apply to contracts entered into in the ordinary
course of the company’s business.
(3) For the purposes of this section, if the directors of a company are
accustomed to act in accordance with the directions of a sole member
(other than by reason only that the directors act on advice given by him
in a professional capacity) that member is to be treated as a director.
Section 149 Companies Act 1931


Page 100 AT 2 of 1931 c

(4) If a company makes default in complying with subsection (1), the
company and every officer of it who is in default is liable to a default
fine.
(5) Subject to subsection (6), nothing in this section shall be construed as
excluding the operation of any other enactment or rule of law applying
to contracts between a company and a director of that company.
(6) Failure to comply with subsection (1) with respect to a contract shall not
affect the validity of that contract.240

149 Provision as to payments received by directors for loss of office or on

retirement

(1) It is hereby declared that it is not lawful in connection with, the transfer
of the whole or any part of the undertaking or property of a company for
any payment to be made to any director of the company by way of
compensation for loss of office, or as consideration for or in connection
with his retirement from office, unless particulars with respect to the
proposed payment, including the amount thereof, have been disclosed to
the members of the company and the proposal approved by the
company.
(2) Where a payment which is hereby declared to be illegal is made to a
director of the company the amount received shall be deemed to have
been received by him in trust for the company.
(3) Where a payment is to be made as aforesaid to a director of a company in
connection with the transfer to any persons, as a result of an offer made
to the general body of shareholders, of all or any of the shares in the
company, it shall be the duty of that director to take all reasonable steps
to secure that particulars with respect to the proposed payment,
including the amount thereof, shall be included in or sent with any notice
of the offer made for their shares which is given to any shareholders.
(4) If any such director fails to take reasonable steps as aforesaid, or if any
person who has been properly required by any such director to include
the said particulars in or send them with any such notice fails so to do, he
shall be liable to a fine not exceeding £5,000, and if the requirements of
the last foregoing subsection are not complied with in relation to any
such payment as is mentioned in the said subsection, any sum received
by the director on account of the payment shall be deemed to have been
received by him in trust for any persons who have sold their shares as a
result of the offer made.
(5) If in connection with any such transfer as aforesaid the price to be paid to
a director of the company whose office is to be abolished or who is to
retire from office for any shares in the company held by him is in excess
of the price which could at the time have been obtained by other holders
of the like shares or any valuable consideration is given to any such
Companies Act 1931 Section 150


c AT 2 of 1931 Page 101

director, the excess or the money value of the consideration, as the case
may be, shall, for the purposes of this section, be deemed to have been a
payment made to him by way of compensation for loss of office or as
consideration for or in connection with his retirement from office.
(6) Nothing in this section shall be taken to prejudice the operation of any
rule of law requiring disclosure to be made with respect to any such
payments as are mentioned in this section or with respect to any other
like payments made or to be made to the directors of a company.
150 Provisions as to assignment of office by directors

If in the case of any company provision is made by the articles or by any
agreement entered into between any person and the company for empowering a
director or manager of the company to assign his office as such to another
person, any assignment of office made in pursuance of the said provision shall,
notwithstanding anything to the contrary contained in the said provision, be of
no effect unless and until it is approved by a special resolution of the company.
Avoidance of Provisions in Articles or Contracts relieving Officers from Liability
151 Provisions as to liability of officers and auditors

Subject as hereinafter provided, any provision, whether contained in the articles
of a company or in any contract with a company or otherwise, for exempting
any director, manager or officer of the company, or any person (whether an
officer of the company or not) employed by the company as auditor from, or
indemnifying him against, any liability which by virtue of any rule of law
would otherwise attach to him in respect of any negligence, default, breach of
duty or breach of trust of which he may be guilty in relation to the company
shall be void:
Provided that —
(a) nothing in this section shall prevent a company from purchasing
and maintaining for any such director, manager, officer or auditor
insurance against any such liability; and241

(b) [Repealed]242

(c) notwithstanding anything in this section, a company may, in
pursuance of any such provision as aforesaid, indemnify any such
director, manager, officer or auditor 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
or in connection with any application under section 337 of this Act
in which relief is granted to him by the court.243

Section 152 Companies Act 1931


Page 102 AT 2 of 1931 c

Arrangements and Reconstructions
152 Power to compromise with creditors and members

(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 in a
summary way 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.
(1A) Where an application made to the court under this section relates to a
company which is an insurer within the meaning of the Insurance Act
2008 —
(a) the Isle of Man Financial Services Authority; and244

(b) any person who alleges that such person would be adversely
affected by the carrying out of the compromise or arrangement,
shall be entitled to be heard.245

(1B) Schedule 1A to the Financial Services Act 2008 makes provision about
transfers of deposit-taking business, including those involving a
compromise or restructuring to which this section applies.246

(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
arrangement shall, if sanctioned by the court, be binding on all the
creditors or the class of creditors, or on 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) of this section shall have no effect
until an office copy of the order has been delivered to the Department for
registration, and a copy of every such order shall be annexed to every
copy of the memorandum of the company issued after the order has been
made, or, in the case of a company not having a memorandum, of every
copy so issued of the instrument constituting or defining the constitution
of the company.247

(4) If a company makes default in complying with subsection (3) of this
section, the company and every officer of the company who is in default
shall be liable to a fine not exceeding £500.
(5) In this section the expression “company” means any company liable to
be wound up under this Act, and the expression “arrangement” includes
Companies Act 1931 Section 153


c AT 2 of 1931 Page 103

a re-organisation 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 those methods.
153 Provisions for facilitating reconstruction and amalgamation of

companies

(1) Where an application is made to the court under the last foregoing
section of this Act 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 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 —
(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 direct, dissent from the
compromise or the arrangement;
(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 under this section provides for the transfer of property
or liabilities, that property shall, by virtue of the order, be transferred to
and vest in, and those liabilities 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, freed from any charge
which is by virtue of the compromise or arrangement to cease to have
effect.
Section 154 Companies Act 1931


Page 104 AT 2 of 1931 c

(3) Where an order is made under this section, every company in relation to
which the order is made shall cause an office copy thereof to be delivered
to the Department for registration within seven days after the making of
the order, and if default is made in complying with this subsection, the
company and every officer of the company who is in default shall be
liable to a default fine.248

(4) In this section the expression “property” includes property, rights and
powers of every description, and the expression “liabilities” includes
duties.
(5) Notwithstanding the provisions of subsection (5) of the last foregoing
section, the expression “company” in this section does not include any
company other than a company within the meaning of this Act.
154 Power to acquire shares of shareholders dissenting from scheme or

contract approved by majority

(1) Where a scheme or contract 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, whether a company within the meaning
of this Act or not (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 nine-
tenths in value of the shares affected, the transferee company may, at any
time within two months after the expiration of the said four months, give
notice in the prescribed manner to any dissenting shareholder that it
desires to acquire his shares, and where 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 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:
Provided that, where any such scheme or contract has been so approved
at any time before the commencement of this Act, the court may by
order, on an application made to it by the transferee company within two
months after the commencement of this Act, authorise notice to be given
under this section at any time within fourteen days after the making of
the order, and this section shall apply accordingly, except that the terms
on which the shares of the dissenting shareholder are to be acquired shall
be such terms as the court may by the order direct instead of the terms
provided by the scheme or contract.
(2) Where a notice has been given by the transferee company under this
section 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
Companies Act 1931 Section 154


c AT 2 of 1931 Page 105

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 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.
(3) 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.
(4) In this section the expression “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.
Takeovers and mergers
154A Regulations concerning takeovers and mergers

(1) The Department may by regulations make provision —
(a) for or in connection with the regulation of —
(i) takeover bids;
(ii) merger transactions; and
(iii) transactions (not falling within subparagraph (i) or (ii))
that have or may have, directly or indirectly, an effect on
the ownership or control of companies;
(b) for or in connection with the regulation of things done in
consequence of, or otherwise in relation to, any such bid or
transaction;
(c) about cases where —
(i) any such bid or transaction is, or has been, contemplated or
apprehended; or
(ii) an announcement is made denying that any such bid or
transaction is intended.249

(2) Regulations under subsection (1) shall not come into operation unless
they are approved by Tynwald.250

Section 155 Companies Act 1931


Page 106 AT 2 of 1931 c

PART V – WINDING UP

(I) PRELIMINARY
Modes of Winding Up
155 Modes of winding up

(1) The winding up of a company may be either —
(a) by the court; or
(b) voluntary; or
(c) subject to the supervision of the court.
(2) The provisions of this Act with respect to winding up apply, unless the
contrary appears, to the winding up of a company in any of those modes.
Contributories
156 Liability as contributories of present and past members

(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 liabilities, and the costs,
charges, and expenses of the winding up, and for the adjustment of the
rights of the contributories among themselves, subject to the provisions
of subsection (2) of this section and the following qualifications —
(a) a past member shall not be liable to contribute if he has ceased to
be a member for one year or upwards before the commencement
of the winding up;
(b) a past member shall not be liable to contribute in respect of any
debt or liability of the company contracted after he ceased to be a
member;
(c) 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
Act;
(d) in the case of a company limited by shares no contribution shall
be required from any member exceeding the amount, if any,
unpaid on the shares in respect of which he is liable as a present
or past member;
(e) in the case of a company limited by guarantee, no contribution
shall, subject to the provisions of subsection (3) of this section, be
required from any member exceeding the amount undertaken to
be contributed by him to the assets of the company in the event of
its being wound up;
Companies Act 1931 Section 157


c AT 2 of 1931 Page 107

(f) 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;
(g) a sum due to any member of a company, in his character of a
member, by way of dividends, profits or otherwise, shall not be
deemed to be a debt of the company, payable to that member in a
case of competition between himself and any other creditor not a
member of the company, but any such sum may be taken into
account for the purpose of the final adjustment of the rights of the
contributories among themselves.
(2) In the winding up of a limited company, any director or manager,
whether past or present, whose liability is, under the provisions of this
Act, unlimited, shall, in addition to his liability (if any) to contribute as
an ordinary member, be liable to make a further contribution as if he
were at the commencement of the winding up a member of an unlimited
company:
Provided that —
(a) a past director or manager shall not be liable to make such further
contribution if he has ceased to hold office for a year or upwards
before the commencement of the winding up;
(b) a past director or manager shall not be liable to make such further
contribution in respect of any debt or liability of the company
contracted after he ceased to hold office;
(c) subject to the articles of the company, a director or manager shall
not be liable to make such further contribution unless the court
deems it necessary to require that contribution in order to satisfy
the debts and liabilities of the company, and the costs, charges,
and expenses of the winding up.
(3) In the winding up of a company limited by guarantee which has a share
capital, every member of the company shall be liable, in addition to the
amount undertaken to be contributed by him to the assets of the
company in the event of its being wound up, to contribute to the extent
of any sums unpaid on any shares held by him.
157 Definition of contributory

The term “contributory
” means every person liable to contribute to the assets of
a company in the event of its 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.
Section 158 Companies Act 1931


Page 108 AT 2 of 1931 c

158 Nature of liability of contributory

The liability of a contributory shall create a debt of the nature of a specialty
accruing due from him at the time when his liability commenced, but payable at
the times when calls are made for enforcing the liability.
159 Contributories in case of death of member

(1) If a contributory dies either before or after he has been placed on the list
of contributories, his personal representatives 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 contributories 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.
160 Contributories in case of bankruptcy of member

If a contributory becomes bankrupt either before or after he has been placed on
the list of contributories —
(1) 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 to 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
(2) 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.
161 Provision as to married women

(1) The husband of a female contributory married before the date of the
commencement of the Married Women’s Property, Dower and Widowright
Act 1921, shall, during the continuance of the marriage, be liable, as
respects any liability attaching to any shares acquired by her before that
date, to contribute to the assets of the company the same sum as she
would have been liable to contribute if she had not married, and he shall
be a contributory accordingly.
(2) Subject as aforesaid, nothing in this Act shall affect the provisions of the
Married Women’s Property, Dower and Widowright Act 1921.
Companies Act 1931 Section 162


c AT 2 of 1931 Page 109

(II) WINDING UP BY THE COURT
Cases in which Company may be wound up by court
162 Circumstances in which company may be wound up by court

A company may be wound up by the court if —
(1) the company has by special resolution resolved that the company be
wound up by the court;
(2) being a public company which was registered as such on its original
incorporation, has not complied with the conditions for the
commencement of business required by subsection (1)(a) and (b) of
section 95 of this Act or, as the case may be, subsection (2)(b) of that
section;251

(3) the company does not commence its business within a year from its
incorporation, or suspends its business for a whole year;
(4) except in the case of a private company limited by shares or by
guarantee, the number of members is reduced below two;252

(5) the company is unable to pay its debts;
(6) the court is of opinion that it is just and equitable that the company
should be wound up.
163 Definition of inability to pay debts

(1) A company shall be deemed to be unable to pay its debts —
(1) if a creditor, by assignment or otherwise, to whom the company is
indebted in a sum exceeding fifty pounds then due, has served on
the company, by leaving it at the registered office of the company,
a demand under his hand 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; or
(2) if 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 whole or in part; or
(3) if 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.
(2) The Treasury may by order increase the sum referred to in paragraph (1)
of subsection (1) above.253

Section 164 Companies Act 1931


Page 110 AT 2 of 1931 c

(3) An order made under subsection (2) above shall not come into operation
until it has been approved by Tynwald.254

Petition for Winding Up and Effects thereof
164 Provisions as to applications for winding up

[P1967/81/35(1)]
(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 the
company, or by the Treasury, or by any creditor or creditors (including
any contingent or prospective creditor or creditors), contributory or
contributories, or by 10 or more policyholders in the case of an insurance
company, or by all or any of those parties, together or separately:
Provided that —
(a) A contributory shall not be entitled to present a winding-up
petition unless —
(i) either the number of members is reduced below two; or255

(ii) 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
commencement of the winding-up, or have devolved on
him through the death of a former holder; and
(b) If the ground of the petition is that in section 162(2) of this Act, a
winding-up petition may be presented by the Treasury; and256

(c) The court shall not give a hearing to a winding-up petition
presented by a contingent or prospective creditor until 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.
(d) If it appears to the Isle of Man Financial Services Authority from
any information or document in its possession that it is expedient
in the public interest that a company should be wound up, it may,
unless the body is already being wound up by the court, present a
petition for it to be so wound up if the court thinks it proper for it
to be so wound up.257
258

(2) Where a company is being wound-up voluntarily or subject to
supervision a winding-up petition may be presented by the official
receiver attached to the court 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 or winding-up subject to supervision
Companies Act 1931 Section 165


c AT 2 of 1931 Page 111

cannot be continued with due regard to the interests of the creditors or
contributories.
(3) ......259

165 Powers of court on hearing petition

(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) ......260

166 Power to stay or restrain proceedings against company

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 —
(a) where any action or proceeding against the company is pending
in the High Court, apply to the court in which the action or
proceeding is pending for a stay of proceedings therein; and
(b) where any other action or proceeding is pending against the
company, apply to the court having jurisdiction to wind up the
company to restrain further proceedings in the action or
proceeding;
and the court to which application is so made may, as the case may be, stay or
restrain the proceedings accordingly on such terms as it thinks fit.
167 Avoidance of dispositions of property, etc after commencement of

winding up

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.
168 Avoidance of attachments, etc

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 to all
intents.
Section 169 Companies Act 1931


Page 112 AT 2 of 1931 c

Commencement of Winding Up
169 Commencement of winding up by the court

(1) Where before the presentation of a petition for the winding up of a
company by the court a resolution has 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.
Consequences of Winding-up Order
170 Copy of order to be forwarded to Department

On the making of a winding-up order, a copy of the order must forthwith be
forwarded by the company, or otherwise as may be prescribed, to the
Department who shall make a minute thereof in its books relating to the
company.261

171 Actions stayed on winding-up order

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.
172 Effect of winding-up order

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 in Winding Up
173 Official receiver appointed by Treasury

(1) For the purposes of this Act so far as it relates to the winding up of
companies by the court, the term “official receiver
” means the official
receiver, if any, appointed by the Treasury.262

(2) Any such officer shall for the purpose of his duties under this Act be
styled “the official receiver
”.
Companies Act 1931 Section 174


c AT 2 of 1931 Page 113

174 Appointment of official receiver by court in certain cases

If in the case of the winding up of any company by the court it appears to the
court desirable, with a view to securing the more convenient and economical
conduct of the winding up, that some officer, other than the person who would
by virtue of the last foregoing section of this Act be the official receiver, should
be the official receiver for the purposes of that winding up, the court may
appoint that other officer to act as official receiver in that winding up, and the
person so appointed shall be deemed to be the official receiver in that winding
up for all the purposes of this Act.
175 Statement of company’s affairs to be submitted to official receiver

(1) Where the court has made a winding-up order or appointed a
provisional liquidator, there shall, unless the court thinks fit to order
otherwise and so 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 particulars of its assets,
debts, and liabilities, the names, residences, and occupations of the
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 at that date the secretary or other chief officer 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 directors or officers 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 the said year and are in the
opinion of the official receiver capable of giving the information
required;
(d) who are or have been within the said year officers of or in the
employment of a company, which is, or within the said 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 reasons appoint.
(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
Section 176 Companies Act 1931


Page 114 AT 2 of 1931 c

preparation and making of the statement and affidavit as the official
receiver may consider reasonable, subject to an appeal to the court.
(5) If any person, without reasonable excuse, makes default in complying
with the requirements of this section, he shall be liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000.263

(6) 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 fee prescribed under section 283A, to inspect
the statement submitted in pursuance of this section, and to a copy
thereof or extract therefrom.264

(7) 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.
(8) In this section the expression “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.
176 Report by official receiver

(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
the last foregoing section, 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, subscribed, and paid up, and
the estimated amount of assets and liabilities; and
(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 director or other 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.
(3) If the official receiver states in any such further report as aforesaid that in
his opinion a fraud has been committed as aforesaid, the court shall have
Companies Act 1931 Section 177


c AT 2 of 1931 Page 115

the further powers provided in sections two hundred and seven and two
hundred and eight of this Act.
Liquidators
177 Power of court to appoint liquidators

For the purpose 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.
178 Appointment and powers of provisional liquidator

(1) Subject to the provisions of this section, the court may appoint a
liquidator provisionally at any time after the presentation of the winding
up petition.
(2) The appointment of a provisional liquidator may be made at any time
before the making of a winding up order and either the official receiver
or any other fit person may be appointed.
(3) Where a liquidator is provisionally appointed by the court, the court may
limit and restrict his powers by the order appointing him.
179 Appointment, style, etc of liquidators in winding up

The following provisions with respect to liquidators shall have effect on a
winding-up order being made —
(1) 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:
(2) The official receiver shall summon separate meetings of the creditors and
contributories of the company for the purpose 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:
(3) 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 the matter aforesaid, the court shall decide the difference and
make such order thereon as the court may think fit:
(4) In a case where a liquidator is not appointed by the court, the official
receiver shall be the liquidator of the company:
(5) The official receiver shall by virtue of his office be the liquidator during
any vacancy:
(6) A liquidator shall be described, where a person other than the official
receiver is liquidator, by the style of “the liquidator,” and, where the
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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.
180 Provisions where person other than official receiver is appointed

liquidator

Where in the winding up of a company by the court a person other than the
official receiver is appointed liquidator, that person —
(1) shall not be capable of acting as liquidator until he has notified his
appointment to the Department and given security in the prescribed
manner to the satisfaction of the court,265

(2) 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 that officer to
perform his duties under this Act.
181 General provisions as to liquidators

(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 more such persons than one are
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.
(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 the provisions of section two hundred and sixty-two of this
Act, the acts of a liquidator shall be valid notwithstanding any defects
that may afterwards be discovered in his appointment or qualification.
182 Custody of company’s property

(1) Where a winding-up order has been made or where 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.
Companies Act 1931 Section 183


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(2) In a winding up by the court, if and so long as there is no liquidator, all
the property of the company shall be deemed to be in the custody of the
court.
183 Vesting of property of company in liquidator

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 property.
184 Powers of liquidator

(1) The liquidator in a winding up by the court shall have power with the
sanction either of the court or of the committee of inspection —
(a) to bring or defend any action or other legal proceeding in the
name and on behalf of the company:
(b) to carry on the business of the company, so far as may be
necessary for the beneficial winding-up thereof:
(c) to appoint an advocate or other law agent to assist him in the
performance of his duties:
(d) to pay any classes of creditors in full:
(e) to 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) to compromise all calls and liabilities to calls, debts, and liabilities
capable of 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 winding up of the
company, on such terms as may be 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 shall have power —
(a) to sell the real or personal property, and things in action of the
company by public auction or private contract, with power to
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transfer the whole thereof to any person or company, or to sell the
same in parcels:
(b) to do all acts and to 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) to prove, rank, and claim in the bankruptcy, insolvency, or
sequestration of any contributory, for any balance against his
estate, and to 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) to draw, accept, make, and indorse 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 as if
the bill or note had been drawn, accepted, made, or indorsed by
or on behalf of the company in the course of its business:
(e) to raise on the security of the assets of the company any money
requisite:
(f) to take out in his official name letters of administration to any
deceased contributory, and to 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
due to the liquidator himself:
(g) to appoint an agent to do any business which the liquidator is
unable to do himself:
(h) to 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.
185 Exercise and control of liquidator’s powers

(1) Subject to the provisions of this Act, 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 given by the creditors or contributories at
Companies Act 1931 Section 186


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any general meeting 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 it shall be
his duty to summon meetings at such times as the creditors or
contributories, by resolution, either at the meeting appointing the
liquidator or otherwise, may direct, or whenever requested in writing to
do so by one-tenth in value of the creditors or contributories as the case
may be.
(3) The liquidator may apply to the court in manner prescribed for
directions in relation to any particular matter arising under the
winding up.
(4) Subject to the provisions of this Act, 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 in the
premises as it thinks fit.
186 Books to be kept by liquidator

Every liquidator of a company which is being wound up by the court shall keep,
in manner prescribed and until there is a prescribed form in some convenient
form, 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.266

187 Payments by liquidator into court, etc

(1) Every liquidator of a company which is being wound up by the court
shall, in such manner and at such times as the court direct, pay the
money received by him into court:
Provided that, if the committee of inspection satisfy the court that for the
purpose of carrying on the business of the company or of obtaining
advances, or for any other reason, it is for the advantage of the creditors
or contributories that the liquidator should have an account with any
other bank, the court shall, on the application of the committee of
inspection, authorise the liquidator to make his payments into and out of
such other bank as the committee may select, and thereupon those
payments shall be made in the prescribed manner.
(2) If any such liquidator at any time retains for more than ten days a sum
exceeding fifty pounds, or such other amount as the court in any
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particular case authorise 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.
188 Audit of liquidator’s accounts in winding up

(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 Rolls Office, or as the court
shall direct, an account of his receipts and payments as liquidator.
(2) The account shall be in a prescribed form or until a form is prescribed in
a convenient form, shall be made in duplicate, and shall be verified by a
statutory declaration in the prescribed form.
(3) The court may cause the account to be audited and, whether or not the
court decides to cause an account to be audited, the liquidator shall
furnish the court with such vouchers and information as the court may
require, and the court may at any time require the production of and
inspect any books or accounts kept by the liquidator.267

(4) When the account has been audited (or, as the case may be, forthwith if
the court decides not to have an audit) a copy thereof shall be filed and
kept at the Rolls Office, and such copy shall be open to the inspection of
any creditor, or of any person interested.268

(5) In case the court so orders, the liquidator shall, when the account has
been audited (alternatively, when he has been notified of the court’s
decision not to have an audit) cause the account or a summary of it to be
printed, and shall send a printed copy of the account or summary by
post to every creditor and contributory.269

189 Control of court over liquidators

(1) The court 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 court
by any creditor or contributory in regard thereto, the court shall inquire
into the matter, and take such action thereon as they may think
expedient.
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(2) The court 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 court thinks fit,
require such liquidator or any other person to attend before the court to
be examined on oath concerning the winding up.
(3) The court may also direct a local investigation to be made of the books
and vouchers of the liquidator.
190 Release of liquidators

(1) When the liquidator of a company which is being wound up by the court
has realised all the property 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 resigned, or has been removed
from his office, the court shall, on his application, cause a report on his
accounts to be prepared, and, on his complying with all the requirements
of the court, 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.
(2) Where the release of a liquidator is withheld the court may on the
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 court 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.
(4) Where the liquidator has not previously resigned or been removed, his
release shall operate as a removal of him from his office.
Committees of Inspection
191 Meetings of creditors and contributories to determine whether

committee of inspection shall be appointed

(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 in place of the
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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 there is a difference between the
determinations of the meetings of the creditors and contributories in
respect of the matters aforesaid the court shall decide the difference and
make such order thereon as the court may think fit.
192 Constitution and proceedings of committee of inspection

(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 may be agreed on by the meetings of creditors and
contributories, or as, in case of difference may be determined by the
court.
(2) The committee shall meet at such times 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 are 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,
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, re-
appoint the same or appoint another creditor or contributory to fill the
vacancy.
(8) The continuing members of the committee, if not less than two, may act
notwithstanding any vacancy in the committee.
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193 Powers of court where no committee of inspection

Where in the case of a winding up there is no committee of inspection, the court
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 Court in case of Winding Up by Court
194 Power to stay winding up

(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) On any application under this section 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.
195 Settlement of list of contributories and application of assets

(1) As soon as may be after making a winding-up order, the court shall settle
a list of contributories, with power to 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.
Provided that, 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.
(2) 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.
196 Delivery of property to liquidator

The court may, at any time after making a winding-up order, require any
contributory for the time being on the list of contributories, 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 money, property, or books and papers in his hands to which the
company is prima facie entitled.
Section 197 Companies Act 1931


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197 Payment of debts due by contributory to company and extent to which

set off allowed

(1) The court may, at any time after making a winding-up order, make an
order on any contributory for the time being on the list of contributories
to pay, in 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) The court in making such an order may —
(a) in the case of an unlimited company, allow to the contributory by
way of set-off any money due to him or to the estate which he
represents from the company on any independent dealing or
contract with the company, but not any money due to him as a
member of the company in respect of any dividend or profit; and
(b) in the case of a limited company, make to any director or manager
whose liability is unlimited or to his estate the like allowance.
(3) In the case of any company, whether limited or unlimited, when all the
creditors are paid in full, any money due on any account whatever to a
contributory from the company may be allowed to him by way of set-off
against any subsequent call.
198 Power of court to make calls

(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 the 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.
199 Payment into court of moneys due to company

The court may order any contributory, purchaser or other person from whom
money is due to the company to pay the amount due into court to the account of
the liquidator instead of to the liquidator, and any such order may be enforced
in the same manner as if it had directed payment to the liquidator.
Companies Act 1931 Section 200


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200 Order on contributory conclusive evidence

(1) 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.
(2) All other pertinent matters stated in the order shall be taken to be truly
stated as against all persons and in all proceedings.
201 Appointment of special manager

(1) Where in 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 such application appoint a
special manager of the said estate or business to act during such time as
the court may direct, with such powers, including any of the powers of a
receiver or manager, as may be entrusted to him by the court.
(2) The special manager shall give such security and account in such manner
as the court direct.
(3) The special manager shall receive such remuneration as may be fixed by
the court.
202 Power to exclude creditors not proving in time

The court may fix a time or times within which creditors are to prove their debts
or claims, or to be excluded from the benefit of any distribution made before
those debts are proved.
203 Adjustment of rights of contributories

The court shall adjust the rights of the contributories among themselves, and
distribute any surplus among the persons entitled thereto.
204 Inspection of books by creditors and contributories

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 or contributories
accordingly, but not further or otherwise.
205 Power to order costs of winding up to be paid out of assets

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,
Section 206 Companies Act 1931


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charges, and expenses incurred in the winding up in such order of priority as
the court thinks just.
206 Power to summon persons suspected of having property of company

(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 aforesaid,
either by word of mouth or on written interrogatories, and may reduce
his answers to writing and require him to sign them.
(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.
207 Power to order public examination of promoters, directors, etc

(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 has been committed by any person in the
promotion or formation of the company, or by any director or other
officer of the company in relation to the company since its formation, the
court may, after consideration of the report, direct that that person,
director or officer 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 as to his
conduct and dealings as director or officer thereof.
(2) The official receiver shall take part in the examination, and for that
purpose may, if specially authorised by the court in that behalf, employ
an advocate.
(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 his advocate.
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c AT 2 of 1931 Page 127

(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 answer all
such questions as the court may put or allow to be put to him.
(6) A person ordered to be examined under this section 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 advocate, 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.
Provided that if any such person applies to the court to be exculpated
from any charges made or suggested against him, it shall be the duty of
the official receiver to 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.
(7) Notes 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.
(8) The court may, if it thinks fit, adjourn the examination from time to time.
208 [Repealed]
270

209 Power to arrest absconding contributory

The court, at any time either before or after making a winding-up order, on
proof of probable cause for believing that a contributory is about to quit the Isle
of Man, 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 moveable personal property to be seized, and him and
them to be safely kept until such time as the court may order.
210 Powers of court cumulative

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.
Section 211 Companies Act 1931


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211 Delegation to liquidator of certain powers of court

Provision may be made by general rules 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 —
(1) the holding and conducting of meetings to ascertain the wishes of
creditors and contributories;
(2) the settling of lists of contributories and the rectifying of the register of
members where required, and the collecting and applying of the assets;
(3) the paying, delivery, conveyance, surrender or transfer of money,
property, books or papers to the liquidator;
(4) the making of calls;
(5) 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:
Provided that 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.
212 Dissolution of company

(1) When the affairs of a company have been completely wound up, the
court shall make an order that the company be dissolved from the date of
the order, and the company shall be dissolved accordingly.
(2) The order shall within fourteen days from the date thereof be reported
by the liquidator to the Department who shall make in its books a minute
of the dissolution of the company.271

(3) If the liquidator makes default in complying with the requirements of
this section he shall be liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000.272

Enforcement of and Appeal from Orders
213 Appeals from orders

Rehearings of, and appeals from, any order or decision made or given in the
matter of the winding up of a company by the court, may be had in the same
manner and subject to the same conditions in and subject to which appeals may
be had, from any order or decision of the same court in cases within its ordinary
jurisdiction; subject to this restriction, that no rehearing or appeal shall be heard
unless the petition for such rehearing or appeal has been presented within three
Companies Act 1931 Section 214


c AT 2 of 1931 Page 129

weeks after the order or decision complained of has been made, unless such
time is extended by the court whose order or decision is appealed from.
(III) VOLUNTARY WINDING UP
Resolutions for, and commencement of Voluntary Winding Up
214 Circumstances in which company may be wound up voluntarily

(1) A company may be wound up voluntarily —
(a) When the period, if any, fixed for the duration of the company by
the articles expires, or the event, if any, occurs, on the occurrence
of which the articles provide that the company is to be dissolved,
and the company in general meeting has passed a resolution
requiring the company to be wound up voluntarily;
(b) If the company resolves by special resolution that the company be
wound up voluntarily;
(c) If the company resolves by extraordinary resolution to the effect
that it cannot by reason of its liabilities continue its business, and
that it is advisable to wind up.
(2) In this Act the expression “a resolution for voluntary winding-up

means a resolution passed under any of the provisions of subsection (1)
of this section.
215 Notice of resolution to wind up voluntarily

(1) When a company has passed a resolution for voluntary winding up, it
shall, within seven days after the passing of the resolution, give notice of
the resolution by advertisement in two or more newspapers published
and circulating in the Isle of Man.273

(2) If default is made in complying with this section the company and every
officer of the company who is in default shall be liable to a default fine,
and for the purposes of this subsection the liquidator of the company
shall be deemed to be an officer of the company.
215A Commencement of voluntary winding up

A voluntary winding up shall be deemed to commence at the time of the
passing of the resolution for voluntary winding up.
Section 216 Companies Act 1931


Page 130 AT 2 of 1931 c

Effect of Voluntary Winding Up
216 Effect of voluntary winding up on business and status of company

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 may be
required for the beneficial winding up thereof:
Provided that the corporate state and corporate powers of the company shall,
notwithstanding anything to the contrary in its articles, continue until it is
dissolved.
217 Avoidance of transfers, etc after commencement of voluntary

winding up

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.
Declaration of Solvency
218 Statutory declaration of solvency in case of proposal to wind up

voluntarily

(1) Where it is proposed to wind up a company voluntarily, the directors of
the company or, in the case of a company having more than two
directors, the majority of the directors may, at a meeting of the directors
held before the date on which the notices of the meeting at which the
resolution for the winding up of the company is to be proposed are sent
out, 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 a period, not exceeding twelve months, from the
commencement of the winding up.
(2) A declaration made as aforesaid shall have no effect for the purposes of
this Act unless it is delivered to the Department for registration before
the date mentioned in subsection (1) of this section and it is made within
the 6 weeks immediately preceding the date of the passing of the
resolution for winding up.274

(3) A winding up in the case of which a declaration has been made and
delivered in accordance with this section is in this Act referred to as “a

members’ voluntary winding up,
” and a winding up in the case of
which a declaration has not been made and delivered as aforesaid is in
this Act referred to as “creditors’ voluntary winding up
”.
Companies Act 1931 Section 219


c AT 2 of 1931 Page 131

Provisions applicable to a Members’ Voluntary Winding Up
219 Provisions applicable to a members’ voluntary winding up

The provisions contained in the five sections of this Act next following shall
apply in relation to a members’ voluntary winding up.
220 Power of company to appoint and fix remuneration of liquidators

(1) The company in general meeting shall appoint one or more liquidators
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) 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.
221 Power to fill vacancy in office of liquidator

(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.
(3) The meeting shall be held in manner provided by this Act or by the
articles, or in such manner as may, on application by any contributory or
by the continuing liquidators, be determined by the court.
222 Power of liquidator to accept shares, etc as consideration for sale of

property of company

(1) Where a company is proposed to be, or is in 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 another company, whether a
company within the meaning of this Act or not (in this section called “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 or part 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.
Section 222 Companies Act 1931


Page 132 AT 2 of 1931 c

(2) Any sale or arrangement in pursuance of this section shall be binding on
the members of the transferor company.
(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 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 manner provided by this section.
(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 or subject to the
supervision of the court, the special resolution shall not be valid unless
sanctioned by the court.
(6) For the purposes of an arbitration under this section, the following
provisions shall have effect —
Appointment of arbitrator

(a) Unless both parties shall concur in the appointment of a single
arbitrator, each party, on the request of the other party, shall, by
writing under his hand, nominate and appoint an arbitrator, to
whom such dispute shall be referred; and after any such
appointment shall have been made neither party shall have power
to revoke the same without the consent of the other, nor shall the
death of either party operate as such revocation; and if for the
space of fourteen days after any such dispute shall have arisen,
and after a request in writing shall have been served by the one
party on the other party to appoint an arbitrator, such last
mentioned party fail to appoint such arbitrator, then upon such
failure the party making the request, and having himself
appointed an arbitrator, may appoint such arbitrator to act on
behalf of both parties, and such arbitrator may proceed to hear
and determine the matters which shall be in dispute; and in such
case the award or determination of such single arbitrator shall be
final.
In case of death, etc, of arbitrator, how vacancy supplied

(b) If before the matters so referred shall be determined any arbitrator
appointed by either party die, or become incapable, or refuse, or
for seven days neglect to act as arbitrator, the party by whom such
arbitrator was appointed may nominate and appoint in writing
Companies Act 1931 Section 223


c AT 2 of 1931 Page 133

some other person to act in his place; and if for the space of seven
days after notice in writing from the other party for that purpose
he fail to do so, the remaining or other arbitrator may proceed ex
parte; and every arbitrator so substituted as aforesaid shall have
the same powers and authorities as were vested in the former
arbitrator at the time of such his death, refusal, or disability as
aforesaid.
Appointment of umpire

(c) Where more than one arbitrator shall have been appointed, such
arbitrators shall, before they enter upon the matters referred to
them, nominate and appoint by writing under their hands an
umpire to decide on any matters on which they shall differ; and if
such umpire shall die, or refuse, or for seven days neglect to act,
they shall forthwith after such death, refusal, or neglect, appoint
another umpire in his place; and the decision of every such
umpire on the matters so referred to him shall be final.
Appointment of umpire by court in certain cases

(d) If in either of the cases aforesaid the said arbitrators shall refuse,
or shall for seven days after request of either party to such
arbitration neglect to appoint an umpire, it shall be lawful for the
court, if it thinks fit, in any case on the application of either party
to such arbitration, to appoint an umpire; and the decision of such
umpire on the matters on which the arbitrators shall differ shall
be final.
Arbitrators may call for books

(e) The said arbitrators or the umpire may call for the production of
any documents in the possession or power of either party which
they or he may think necessary for determining the question in
dispute, and may examine the parties or their witnesses on oath,
and administer the oaths necessary for that purpose.
Arbitrators may award costs

(f) Except where by this Act it is otherwise provided, the costs of and
attending every such arbitration, to be determined by the
arbitrators, shall be in the discretion of the arbitrators or their
umpires, as the case may be.
223 Duty of liquidator to call general meeting at end of each year

(1) 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, or as soon thereafter as may be convenient, 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.
Section 224 Companies Act 1931


Page 134 AT 2 of 1931 c

(2) If the liquidator fails to comply with this section, he shall be liable to a
fine not exceeding £1,000.
224 Final meeting and dissolution

(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
for the purpose of laying before it the account, and giving any
explanation thereof.
(2) The meeting shall be called by advertisement in two or more newspapers
published and circulating in the Isle of Man and in the London Gazette,
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 send to the
Department a copy of the account, and shall make a return to it of the
holding of the meeting and of its date, and if the copy is not sent or the
return is not made in accordance with this subsection the liquidator shall
be liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000:
Provided that, if a quorum is not present at the meeting, the liquidator
shall, in lieu of the return hereinbefore mentioned, make a return that the
meeting was duly summoned and that no quorum was present thereat,
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.275

(4) The Department on receiving the account and either of the returns
hereinbefore mentioned 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:
Provided that the court may, on the application of the liquidator or of
any other 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 for such time as the court thinks fit.276

(5) It shall be the duty of the person on whose application an order of the
court under this section is made, within seven days after the making of
the order, to deliver to the Department an office copy of the order for
registration, and if that person fails so to do he shall be liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000.277

Companies Act 1931 Section 225


c AT 2 of 1931 Page 135

Provisions applicable to a Creditors’ Voluntary Winding Up
225 Provisions applicable to a creditors’ winding up

The provisions contained in the eight sections of this Act next following shall
apply in relation to a creditors’ voluntary winding up.
226 Meeting of creditors

(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 said meeting of
creditors to be sent by post to the creditors simultaneously with the
sending of the notices of the said meeting of the company.
(2) The company shall cause notice of the meeting of the creditors to be
advertised once in two newspapers published and circulating in the Isle
of Man and in the London Gazette.
(3) The directors of the company shall —
(a) cause a full statement of the position of the company’s affairs
together with a list of the creditors of the company and the
estimated amount of their claims to be laid before the meeting of
the creditors to be held as aforesaid; and
(b) appoint one of their number to preside at the said meeting.
(4) It shall be the duty of the director appointed to preside at the meeting of
creditors to attend the meeting and preside thereat.
(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) of this section shall have
effect as if it had been passed immediately after the passing of the
resolution for winding up the company.
(6) If default is made —
(a) by the company in complying with subsections (1) and (2) of this
section;
(b) by the directors of the company in complying with subsection (3)
of this section;
(c) by any director of the company in complying with subsection (4)
of this section;
the company, directors or director, as the case may be, shall be liable
to —
(a) on information, a fine;
Section 227 Companies Act 1931


Page 136 AT 2 of 1931 c

(b) on summary trial, a fine not exceeding £5,000;
and, in the case of default by the company, every officer of the company
who is in default shall be liable to the like penalty.278

227 Appointment of liquidator

The creditors and the company at their respective meetings mentioned in the
last foregoing section of this Act 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:
Provided that in the case of different persons being 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 instead of or jointly with the person nominated by the creditors, or
appointing some other person to be liquidator instead of the person appointed
by the creditors.
228 Appointment of committee of inspection

(1) The creditors at the meeting to be held in pursuance of section two
hundred and twenty-six of this Act 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:
Provided that 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.
(2) Subject to the provisions of this section and to general rules, the
provisions of section one hundred and ninety-two (except subsection 1)
of this Act 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.
Companies Act 1931 Section 229


c AT 2 of 1931 Page 137

229 Fixing of liquidators’ remuneration and cesser of directors’ powers

(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.
230 Power to fill vacancy in office of liquidator

If a vacancy occurs, by death, resignation or 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.
231 Application of s 222 to a creditors’ voluntary winding up

The provisions of section two hundred and twenty-two of this Act shall apply in
the 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 the said section shall not be exercised except with the sanction either of
the court or of the committee of inspection.
232 Duty of liquidator to call meetings of company and of creditors at end

of each year

(1) 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 as soon thereafter as
may be convenient, and shall lay before the meetings an account of his
acts and dealings and of the conduct of the winding up during the
preceding year.
(2) If the liquidator fails to comply with this section he shall be liable to a
fine not exceeding £1,000.
233 Final meeting and dissolution

(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 two newspapers
published and circulating in the Isle of Man and in the London Gazette,
Section 234 Companies Act 1931


Page 138 AT 2 of 1931 c

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 date of the later meeting, the liquidator
shall send to the Department a copy of the account, and shall make a
return to it of the holding of the meetings and of their dates, and if the
copy is not sent or the return is not made in accordance with this
subsection the liquidator shall be liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000:
Provided that, if a quorum is not present at either such meeting, the
liquidator shall, in lieu of the return hereinbefore mentioned, make a
return that the meeting was duly summoned and that no quorum was
present thereat, and upon such a return being made the provisions of this
subsection as to the making of the return shall, in respect of that meeting,
be deemed to have been complied with.279

(4) The Department on receiving the account and in respect of each such
meeting either of the returns hereinbefore mentioned shall forthwith
register them, and on the expiration of three months from the
registration thereof the company shall be deemed to be dissolved:
Provided that the court may, on the application of the liquidator or of
any other 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 for such time as the court thinks fit.280

(5) It shall be the duty of the person on whose application an order of the
court under this section is made, within seven days after the making of
the order, to deliver to the Department an office copy of the order for
registration, and if that person fails so to do he shall be liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000.281

Provisions applicable to every Voluntary Winding Up
234 Provisions applicable to every voluntary winding up

The provisions contained in the nine sections of this Act next following shall
apply to every voluntary winding up whether a members’ or a creditors’
winding up.
235 Distribution of property of company

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
Companies Act 1931 Section 236


c AT 2 of 1931 Page 139

pari passu, and, subject to such application, shall, unless the articles otherwise
provide, be distributed among the members according to their rights and
interests in the company.
236 Powers and duties of liquidator in voluntary winding up

(1) The liquidator may —
(a) in the case of a members’ voluntary winding up, with the sanction
of an extraordinary 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 subsection (1) of section one
hundred and eighty-four of this Act to a liquidator in a winding
up by the court:
(b) without sanction, exercise any of the other powers by this Act
given to the liquidator in a 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:
(e) summon general meetings of the company for the purpose of
obtaining the sanction of the company by special or extraordinary
resolution or for any other purpose he may think fit.
(2) The liquidator shall pay the debts of the company and shall adjust the
rights of the contributories among themselves.
(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.
237 Appointment of liquidator

(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.
238 Notice by liquidator of his appointment

(1) The liquidator shall, within twenty-one days after his appointment,
deliver to the Department for registration a notice of his appointment in
the prescribed form.282

Section 239 Companies Act 1931


Page 140 AT 2 of 1931 c

(2) If the liquidator fails to comply with the requirements of this section he
shall be liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000.283

239 Arrangement when binding on creditors

(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 an
extraordinary 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.
240 Power to apply to court to have questions determined or powers

exercised

(1) The liquidator or any contributory or creditor may apply to the court to
determine any question arising in the winding up of a company, or to
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 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.
241 Costs of voluntary winding up

All costs, charges, and expenses properly incurred in the winding up, including
remuneration of the liquidator, shall be payable out of the assets of the company
in priority to all other claims.
242 Saving for rights of creditors and contributories

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.
Companies Act 1931 Section 243


c AT 2 of 1931 Page 141

(IV) WINDING UP SUBJECT TO SUPERVISION OF COURT
243 Power to order winding up subject to supervision

When a company has passed a resolution for voluntary winding up, the court
may make an order that the voluntary winding up shall continue but subject to
such supervision of the court, and with such liberty for creditors, contributories,
or others to apply to the court, and generally on such terms and conditions as
the court thinks just.
244 Effect of petition for winding up subject to supervision

A petition for the continuance of a voluntary winding up subject to the
supervision of the court shall, for the purpose of giving jurisdiction to the court
over actions, be deemed to be a petition for winding up by the court.
245 Application of ss 167 and 168 to winding up subject to supervision

A winding up subject to the supervision of the court shall, for the purposes of
section one hundred and sixty-seven and one hundred and sixty-eight of this
Act, be deemed to be a winding up by the court.
246 Power of court to appoint additional liquidators

(1) Where an order is made for a winding up subject to supervision, the
court may by that or any subsequent order appoint an additional
liquidator.
(2) A liquidator appointed by the court under this section shall have the
same powers, be subject to the same obligations, and in all respects stand
in the same position as if he had been duly appointed in accordance with
the provisions of this Act with respect to the appointment of liquidators
in a voluntary winding up.
(3) The court may remove any liquidator so appointed by the court or any
liquidator continued under the supervision order and fill any vacancy
occasioned by the removal, or by death or resignation.
246A Effect of supervision order

(1) Where an order is made for a winding up subject to supervision, the
liquidator may, subject to any restrictions imposed by the court, exercise
all his powers, without the sanction or intervention of the court, in the
same manner as if the company were being wound up altogether
voluntarily:
Provided that the powers specified in paragraphs (d), (e) and (f) of
subsection (1) of section one hundred and eighty-four of this Act shall
not be exercised by the liquidator except with the sanction of the court
Section 247 Companies Act 1931


Page 142 AT 2 of 1931 c

or, in a case where before the order the winding up was a creditor’s
voluntary winding up, with the sanction of either the court or the
committee of inspection.
(2) A winding up subject to the supervision of the court is not a winding up
by the court for the purpose of the provisions of this Act which are set
out in the Eighth Schedule to this Act, but, subject as aforesaid, an order
for a winding up subject to supervision shall for all purposes be deemed
to be an order for winding up by the court:
Provided that where the order for winding up subject to supervision was
made in relation to a creditor’s voluntary winding up in which a
committee of inspection had been appointed, the order shall be deemed
to be an order for winding up by the court for the purpose of section one
hundred and ninety-two (except subsection (1) thereof) of this Act,
except in so far as the operation of those sections is excluded in a
voluntary winding up by general rules.
(V) PROVISIONS APPLICABLE TO EVERY MODE OF WINDING UP
Proof and Ranking of Claims
247 Debts of all descriptions to be proved

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 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 may be
subject to any contingency or sound only in damages, or for some other reason
do not bear a certain value.
248 Application of bankruptcy rules in winding up of insolvent companies

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.
Companies Act 1931 Section 249


c AT 2 of 1931 Page 143

249 Preferential payments

(1) In a winding up there shall be paid in priority to all other debts the debts
specified in the Preferential Payments Act 1908.284

(2) ......285

Effect of Winding Up on antecedent and other Transactions
250 Fraudulent preference

(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,
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, 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 to all intents.
251 Effect of floating charge

Where a company is being wound up, a floating charge on the undertaking or
property of the company created within six months of the commencement of the
winding up shall, unless it is proved that the company immediately after the
creation of the charge was solvent, be 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
five per cent. per annum.
252 Disclaimer of onerous property in case of company being wound up

(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 companies, of 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.
Section 252 Companies Act 1931


Page 144 AT 2 of 1931 c

Provided that, 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 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 persons 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 as
aforesaid, 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 the 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 as aforesaid, 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 named in that behalf without any
conveyance or assignment for the purpose:
Companies Act 1931 Section 253


c AT 2 of 1931 Page 145

Provided that, 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 as mortgagee by demise,
including a chargee by way of legal mortgage, except upon the 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 requires) 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 shall have power to vest the estate and
interest of the company in the property of any person liable either
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 estates, incumbrances and interests created
therein by the company.
(7) 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.
253 Restriction of rights of creditor as to execution or attachment in case of

company being wound up

(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:
Provided that —
(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 provision be substituted for the date of the
commencement of the winding up; and
(b) a person who purchases in good faith under a sale by the coroner
any goods of a company on which an execution has been levied
Section 254 Companies Act 1931


Page 146 AT 2 of 1931 c

shall in all cases acquire a good title to them against the
liquidator.
(2) For the purposes of this section, an execution against goods shall be
taken to be completed by seizure and sale, and an attachment of a debt
shall be deemed to be completed by receipt of the debt, and an execution
against land shall be deemed to be completed by seizure and, in the case
of an equitable interest, by the appointment of a receiver.
(3) In this section the expression “goods” includes all chattels personal, and
the expression “coroner” includes any officer charged with the execution
of a writ or other process.
254 Duties of coroner as to goods taken in execution

(1) 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 coroner 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 coroner 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) Where under an execution in respect of a judgment for a sum exceeding
twenty pounds the goods of a company are sold or money is paid in
order to avoid sale, the coroner shall 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 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 coroner shall pay the balance to the liquidator, who
shall be entitled to retain it as against the execution creditor.
(3) In this section the expression “goods” includes all chattels personal, and
the expression “coroner” includes any officer charged with the execution
of a writ or other process.
Offences antecedent to or in course of Winding Up
255 Offences by officers of companies in liquidation

(1) If any person, being a past or present director, manager or other officer of
a company which at the time of the commission of the alleged offence is
being wound up, whether by or under the supervision of the court or
Companies Act 1931 Section 255


c AT 2 of 1931 Page 147

voluntarily, or is subsequently ordered to be wound up by the court or
subsequently passes a resolution for voluntary winding up —
(a) does not to the best of his knowledge and belief fully and truly
discover to the liquidator all the property, real and personal, of
the company, and how and to 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; or
(b) does not deliver up to the liquidator, or as he directs, all such part
of the real and personal property of the company as is in his
custody or under his control, and which he is required by law to
deliver up; or
(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; or
(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 ten pounds or upwards,
or conceals any debt due to or from the company; or
(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 ten pounds or
upwards; or
(f) makes any material omission in any statement relating to the
affairs of the company; or
(g) knowing or believing that a false debt has been proved by any
person under the winding up, fails for the period of a month to
inform the liquidator thereof; or
(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; or
(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; or
(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; or
(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
Section 255 Companies Act 1931


Page 148 AT 2 of 1931 c

parting with, altering, or making any omission in, any document
affecting or relating to the property or affairs of the company; or
(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; or
(m) has within twelve months next before 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; or
(n) within twelve months next before the commencement of the
winding up or at 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; or
(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;
he shall be guilty of a misdemeanour and shall, in the case of the offences
mentioned respectively in paragraphs (m), (n), and (o) of this subsection,
be liable on conviction on information to penal servitude for a term not
exceeding five years, or on summary conviction to imprisonment for a
term not exceeding twelve months, or to —
(a) on information, a fine,
(b) on summary trial, a fine not exceeding £5,000;
and in the case of any other offence shall be liable on conviction on
information to imprisonment for a term not exceeding two years, or on
summary conviction to imprisonment for a term not exceeding twelve
months, or to —
(a) on information, a fine,
(b) on summary trial, a fine not exceeding £5,000:
Provided that it shall be a good defence to a charge under any of
paragraphs (a), (b), (c), (d), (f ), (n), and (o), if the accused proves that he
had no intent to defraud, and to a charge under any of the paragraphs
Companies Act 1931 Section 256


c AT 2 of 1931 Page 149

(h), (i) and (j), if he proves that he had no intent to conceal the state of
affairs of the company or to defeat the law.286

(2) Where any person pawns, pledges or disposes of any property in
circumstances which amount to a misdemeanour under paragraph (o) of
subsection (1) of this section, every person who takes in pawn or pledge
or otherwise receives the property knowing it to be pawned, pledged, or
disposed of in such circumstances as aforesaid shall be guilty of a
misdemeanour, and on conviction thereof liable to be punished in the
same way as if he had received the property knowing it to have been
obtained in circumstances amounting to a misdemeanour.
(3) For the purpose of this section, the expression “director” shall include
any person in accordance with whose directions or instructions the
directors of a company have been accustomed to act.
256 Penalty for falsification of books

If any director, manager or other officer, or contributory of any company being
wound up 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, he shall be guilty of a misdemeanour,
and be liable to imprisonment for any term not exceeding two years, with or
without hard labour.
257 Frauds by officers of companies which have gone into liquidation

If any person, being at the time of the commission of the alleged offence a
director, manager or other officer of a company which is subsequently ordered
to be wound up by the court or subsequently passes a resolution for voluntary
winding up —
(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;
(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;
he shall be guilty of a misdemeanour and shall be liable on conviction on
information to imprisonment for a term not exceeding two years, or on
summary conviction to imprisonment for a term not exceeding twelve
months, or to —
(a) on information, a fine,
Section 258 Companies Act 1931


Page 150 AT 2 of 1931 c

(b) on summary trial, a fine of £5,000.287

258 [Repealed]
288

259 Responsibility of directors for fraudulent trading

(1) If in the course of the winding up of a company it appears that any
business of the company has been carried out with intent to defraud
creditors of the company or creditors of any other person or for any
fraudulent purpose, 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 directors, whether past
or present, of the company who were knowingly parties to the carrying
on of the business in manner aforesaid shall be personally responsible,
without any limitation of liability, for all or any of the debts or other
liabilities of the company as the court may direct.
(2) Where the court makes any such declaration, it may give such further
directions as it thinks proper for the purpose of giving effect to that
declaration, and in particular may make provision for making the
liability of any such director under the declaration a charge 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 director,
company or person, 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.
For the purposes of this subsection the expression “assignee” includes
any person to whom or in whose favour, by the directions of the director,
the debt, obligation, mortgage or charge was created, issued or
transferred or the interest created, but does 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.
(3) Where any business of a company is carried on with such intent or for
such purpose as is mentioned in subsection (1) of this section, every
director of the company who was knowingly a party to the carrying on
of the business in manner aforesaid, shall be liable on conviction on
information to imprisonment for a term not exceeding one year.
(4) ......289

(5) For the purposes of this section, the expression “director” shall include
any person in accordance with whose directions or instructions the
directors of a company have been accustomed to act.
Companies Act 1931 Section 260


c AT 2 of 1931 Page 151

(6) The provisions of this section shall have effect notwithstanding that the
person concerned may be criminally liable in respect of the matters on
the ground of which the declaration is to be made, and where the
declaration under subsection (1) of this section is made in the case of a
winding up the declaration shall be deemed to be a final judgment
within the meaning of the Bankruptcy Acts.
(7) It shall be the duty of the official receiver or of the liquidator to appear
on the hearing of an application under subsection (1) of this section the
official receiver or the liquidator, as the case may be, may himself give
evidence or call witnesses.290

(8) ......291

260 Power of court to assess damages against delinquent directors, etc

(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 director, manager, or liquidator, or any officer 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,
director, manager, 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, 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.
(3) Where in the case of a winding up an order for payment of money is
made under this section, the order shall be deemed to be a final
judgment within the meaning of the Bankruptcy Acts.
261 Prosecution of delinquent officers and members of company

(1) If it appears to the court in the course of a winding up by, or subject to
the supervision of, the court that any past or present director, manager or
other officer, or any member, of the company has been guilty of any
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 of its own motion, direct the liquidator either himself to
prosecute the offender or to refer the matter to the Attorney General.
(2) If it appears to the liquidator in the course of a voluntary winding up
that any past or present director, manager or other officer, or any
Section 261 Companies Act 1931


Page 152 AT 2 of 1931 c

member, of the company has been guilty of any offence in relation to the
company for which he is criminally liable, he shall forthwith report the
matter to the Attorney General, and shall furnish to the Attorney General
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 he may require.
(3) If on any report to the Attorney General under subsection (2) of this
section it appears to him that the case is not one in which proceedings
ought to be taken by him, he shall inform the liquidator accordingly, and
thereupon, subject to the previous sanction of the court, the liquidator
may himself take proceedings against the offender.
(4) If it appears to the court in the course of a voluntary winding up that any
past or present director, manager or other officer, or any member, of the
company has been guilty as aforesaid, and that no report with respect to
the matter has been made by the liquidator to the Attorney General
under subsection (2) of this section, 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 the provisions of subsection (2) of this
section.
(5) If, where any matter is reported or referred to the Attorney General
under this section, he considers that the case is one in which a
prosecution ought to be instituted, and, further, that it is desirable in the
public interest that the proceedings in the prosecution should be
conducted by him, he shall institute proceedings accordingly, and it shall
be the duty of the liquidator and of every officer and agent of the
company past and present (other than the defendant in the proceedings)
to give him all assistance in connection with the prosecution which he is
reasonably able to give.
For the purposes of this subsection, the expression “agent” in relation to
a company shall be deemed to include any banker or advocate of the
company and any person employed by the company as auditor, whether
that person is or is not an officer of the company.
(6) If any person fails or neglects to give assistance in manner required by
subsection (5) of this section, the court may, on the application of the
Attorney General, direct that person to comply with the requirements of
the said 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.
Companies Act 1931 Section 262


c AT 2 of 1931 Page 153

(7) The court may direct that the whole or any part of any costs and
expenses properly incurred by the liquidator in proceedings duly
brought by him under this section shall be defrayed by the Treasurer of
the Isle of Man.
Subject to any direction under this subsection and to any mortgages or
charges on the assets of the company and any debts to which priority is
given by section two hundred and forty-nine of this Act, all such costs
and expenses as aforesaid shall be payable out of those assets in priority
to all other liabilities payable thereout.
Supplementary Provisions as to Winding Up
262 Disqualification for appointment as liquidator

(1) A body corporate shall not be qualified for appointment as liquidator of
a company, whether in a winding up by or under the supervision of the
court or in a voluntary winding up, and any appointment made in
contravention of this provision shall be void.
(2) Nothing in this section shall disqualify a body corporate from acting as
liquidator of a company if acting under an appointment made before the
commencement of this Act, but subject as aforesaid any body corporate
which acts as liquidator of a company shall be liable to a fine not
exceeding £5,000.
263 Enforcement of duty of liquidator to make returns, etc

(1) If any liquidator who has made any default in filing, delivering or
making any return, account or other document, or in giving any notice
which he is by law required to file, deliver, make or give, fails to make
good the default within fourteen days after the service on him of a notice
requiring him to do so, the court may, on an application made to the
court by any contributory or creditor of the company or by the
Department, make an order directing the liquidator to make good the
default within such time as may be specified in the order.292

(2) Any such order may provide that all costs of and incidental to the
application shall be borne by the liquidator.
(3) Nothing in this section shall be taken to prejudice the operation of any
enactment imposing penalties on a liquidator in respect of any such
default as aforesaid.
264 Notification that a company is in liquidation

(1) Where a company is being wound up, whether by or under the
supervision of the court or voluntarily, every invoice, order for goods or
business letter issued by or on behalf of the company or a liquidator of
Section 265 Companies Act 1931


Page 154 AT 2 of 1931 c

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.
(2) If default is made in complying with this section, the company and every
director, manager, secretary or other officer of the company, and every
liquidator of the company, and every receiver or manager, who
knowingly and wilfully authorises or permits the default, shall be liable
to a fine not exceeding £5,000.
265 Books of company to be evidence

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 therein recorded.
266 Disposal of books and papers of company

(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, that is to say —
(a) In the case of a winding up by, or subject to the supervision of, the
court in such way as the court directs;
(b) In the case of a members’ voluntary winding up, in such way as
the company by extraordinary resolution directs, and, in the case
of a creditors’ voluntary winding up, in such way as the
committee of inspection or, if there is no such committee, as the
creditors of the company, may direct.
(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 general rules for enabling the court to
prevent, for such period (not exceeding five years from the dissolution of
the company) as the court think 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 general rules made for the
purposes of this section or of any direction of the court thereunder, he
shall be liable to a fine not exceeding £5,000.
Companies Act 1931 Section 267


c AT 2 of 1931 Page 155

267 Information as to pending liquidations

(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 Department a statement in the prescribed form, or until a form is
prescribed in some convenient form, and containing the prescribed
particulars, or until the same are prescribed the fullest practicable
particulars, with respect to the proceedings in and position of the
liquidation.293

(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 the fee prescribed under section 283A,
to inspect the statement, and to receive a copy thereof or extract
therefrom.294

(3) If a liquidator fails to comply with this section he shall be liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000;
and any person untruthfully stating himself as aforesaid 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.295

268 Unclaimed assets to be paid into court

(1) If where a company is being wound up, it appears either from any
statement sent to the Department under the last foregoing section or
otherwise that a liquidator has 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 the liquidator shall forthwith pay the said money
into court.296

(2) Any person claiming to be entitled to any money paid into the 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.
269 Resolutions passed at adjourned meetings of creditors and

contributories

Where after the commencement of this Act a resolution is passed at an
adjourned meeting of any creditors or contributories of a company, the
resolution shall, for all purposes, be treated as having been passed on the date
Section 270 Companies Act 1931


Page 156 AT 2 of 1931 c

on which it was in fact passed, and shall not be deemed to have been passed on
any earlier date.
Supplementary Powers of Court
270 Meetings to ascertain wishes of creditors or contributories

(1) The court may, as to all matters relating to the 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.
(2) In the case of creditors, regard shall be had to the value of each creditor’s
debt.
(3) In the case of contributories, regard shall be had to the number of votes
conferred on each contributory by this Act or the articles.
271 Affidavits, etc in United Kingdom and dominions

(1) Any affidavit required to be sworn under the provisions or for the
purposes of this Part of this Act may be sworn within the dominions of
His Majesty, before any court, judge, or person lawfully authorised to
take and receive affidavits or before any of His Majesty’s consuls or vice-
consuls in any place outside His Majesty’s dominions.
(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, person, consul, or vice-consul attached,
appended, or subscribed to any such affidavit, or to any other document
to be used for the purposes of this Part of this Act.
Provisions as to Dissolution
272 Power of court to declare dissolution of company void

(1) Where a company has been dissolved, 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) It shall be the duty of the person on whose application the order was
made, within seven days after the making of the order, or such further
Companies Act 1931 Section 273


c AT 2 of 1931 Page 157

time as the court may allow, to deliver to the Department for registration
an office copy of the order, and if that person fails so to do he shall be
liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000.297

273 Department may strike defunct company off register

(1) Where the Department, having consulted the Isle of Man Financial
Services Authority, has reasonable cause to believe that a company is not
carrying on business or in operation, it may send to the company a
letter —
(a) inquiring whether the company is carrying on business or in
operation; and
(b) stating that if no answer is received within two months from the
date of the letter, a notice will be published with a view to striking
the name of the company off the register.298
299

(2) A letter under subsection (1) of this section shall be sent by recorded
delivery.300

(3) If the Department either receives an answer to the effect that the
company is not carrying on business or in operation, or does not within
two months after sending the letter under subsection (1) of this section
receive any answer, it will publish, and send to the company by post, a
notice that at the expiration of two months from the date of that notice
the name of the company mentioned therein will, unless cause is shown
to the contrary, be struck off the register and the company will be
dissolved.301

(4) If, in any case where a company is being wound up, the Department has
reasonable cause to believe either that no liquidator is acting, or that the
affairs of the company are fully wound up, and the returns required to
be made by the liquidator have not been made for a period of six
consecutive months, the Department shall publish and send to the
company or the liquidator, if any, a like notice as is provided in the last
preceding subsection.302

(5) At the expiration of the time mentioned in the notice the Department
may, unless cause to the contrary is previously shown by the company,
strike its name off the register, and shall publish notice thereof, and on
the publication the company shall be dissolved:
Provided that —
(a) the liability, if any, of every director, managing officer, and
member of the company shall continue and may be enforced as if
the company had not been dissolved; and
Section 273 Companies Act 1931


Page 158 AT 2 of 1931 c

(b) nothing in this subsection shall affect the power of the court to
wind up a company the name of which has been struck off the
register.303

(6) If a company, any director, member or creditor thereof feels aggrieved by
the company having been struck off the register, the court on an
application made by the company, any director, member or creditor
before the expiration of 12 years from the publication of the notice
aforesaid may, if satisfied that the company was at the time of the
striking off carrying on business or in operation, or otherwise that it is
just that the company be restored to the register, order the name of the
company to be restored to the register, and upon an office copy of the
order being delivered to the Department for registration together with
such fee as may be prescribed under section 283A for the restoration of
the company to the register, the company shall be deemed to have
continued in existence as if its name had not been struck off; and the
court may by the order give such directions and make such provisions as
seem just for placing the company and all other persons in the same
position as nearly as may be as if the name of the company had not been
struck off.304

(7) A notice to be sent under this section to a liquidator may be addressed to
the liquidator at his last known place of business, and a letter or notice to
be sent under this section to a company may be addressed to the
company at its registered office, or, if no office has been registered or the
Department has reasonable cause to believe that the registered office has
been abandoned, to the care of some director or officer of the company,
or, if there is no director or officer of the company whose name and
address are known to the Department, may be sent to each of the persons
who subscribed the memorandum, addressed to him at the address
mentioned in the memorandum.305

(8) For the purposes of this section, a company which has failed to forward
an annual return to the Department within 6 months after the company’s
return date under section 109(l) of this Act shall be deemed not to be in
operation until such return is forwarded to the Department.306

(9) Subsection (8) of this section is without prejudice to section 109(4) of this
Act.307

(10) If the Department has reasonable cause to believe that a company has
abandoned its registered office, it may strike the name of that company
off the register in the same manner and subject to the same notice and
conditions as a company that is not in operation.308

(11) In any case to which subsection (10) applies, a requirement in this section
to send a letter or notice to the company shall be treated as complied
with if the letter or notice is sent to each person who, on the date on
Companies Act 1931 Section 273


c AT 2 of 1931 Page 159

which the letter or notice is sent, is shown as a director of the company in
the documents kept by the Department.309

(12) For the purposes of this section and section 273A, a notice shall be
considered published —
(a) by publishing a notice in one edition of a newspaper published
and circulating in the Isle of Man; and
(b) by publishing a notice on the Department website, for a minimum
period of one month; and310

(c) by the Department maintaining a current list in the prescribed
form and with the prescribed particulars of all companies in
respect of which notice has been published and by making such
list available for inspection by any person.311

273A Alternative procedure for dissolving solvent companies

(1) Where a company (not being a public company) has ceased to operate
and has discharged all its debts and liabilities (other than those owed to
its shareholders in respect of their shares, if any) any officer or member
of the company may apply to the Department for a declaration of
dissolution of the company.312

(2) An application by a company under this section in the prescribed form
for a declaration of dissolution shall be in writing and shall be
accompanied by a statutory declaration made by an officer or member of
the company stating that the company has ceased to operate, that it has
complied with its obligations under sections 107 to 110 and that to the
best of his knowledge and belief and having made full enquiry into the
affairs of the company, he is satisfied that —
(a) the company has discharged all its debts and liabilities (other than
those owed to its shareholders in respect of their shares, if any);
and
(b) the particulars contained within the last annual return of the
company (or, in the case of a company for which an annual return
has not fallen due, the particulars filed on first incorporation)
remain accurate at the date of making the statutory declaration or
that they are accurate as amended by the applicant at the date of
making the statutory declaration.
(3) Upon receipt of an application under subsection (1) the
Department shall —
(a) publish a notice in the manner prescribed by section 273(12) to the
effect that the applicant has applied to the Department for a
declaration of dissolution of the company and that, unless written
objection is made to the Department within one month of the date
Section 273 Companies Act 1931


Page 160 AT 2 of 1931 c

of publication of the notice the Department may dissolve the
company; and313

(b) within one month of the date of publication of the notice obtain
written notice from the Isle of Man Financial Services Authority,
the Assessor of Income Tax, the Collector of Customs and Excise
and the Attorney General that they have no objection to the
making of a declaration of dissolution in respect of the
company.314
315

(4) The court, on being satisfied that the period made available to the
Assessor of Income Tax or the Collector of Customs and Excise or the
Attorney General by the Department for the making of objections under
subsection (3)(b) requires to be extended, may upon application order
that the period for objections shall be extended on such terms and
conditions as it deems appropriate.316

(5) Before making an application to the Department under this section, the
applicant shall ensure that there has been sent by pre-paid post to each
director, the secretary and to each member of the company at the last
address of which the company has notice, a notice to the effect that the
applicant proposes to apply to the Department for a declaration of
dissolution of that company and that, unless written objection is made to
the Department within one month of the date the notice was posted, the
Department may dissolve the company.317

(6) The Department shall not make a declaration of dissolution of a
company earlier than one month after the date of the publication of the
notice required by subsection (3) of this section.318

(7) On receipt of any written objection to the dissolution of the company, the
Department shall notify the applicant for the declaration of dissolution of
the receipt of the objection and of the identity of the objector.319

(8) Where a person has objected to the dissolution of the company, the
Department shall not declare the dissolution of it unless —
(a) the objection is withdrawn; or
(b) the Department decides that the objection is without justification
and the objector has not appealed against the Department’s
decision within the time specified in section 283C or the court has
upheld the decision.320
321

(9) If the Department is not prevented from declaring the dissolution of a
company pursuant to this section and agrees to the dissolution, it shall
notify the company that, subject to the company’s memorandum of
association and articles of association, it is entitled to distribute its
surplus assets among its members according to their respective rights
and, notwithstanding any other provision of this Act or any rule of law,
the company may distribute its surplus assets accordingly.322

Companies Act 1931 Section 273


c AT 2 of 1931 Page 161

(10) Subject to subsection (11) of this section, on receipt of notification from a
company —
(i) that its surplus assets have been distributed in accordance
with subsection (9); or
(ii) that the company having carried out full inquiry is unable
to distribute its surplus assets for cause shown;
the Department shall publish a notice in the manner prescribed in section
273(12) which declares that the company is dissolved and, on the
publication of the notice the company shall be dissolved and any surplus
assets which have not been distributed shall be deemed to be bona
vacantia in accordance with section 274.323

(11) Notwithstanding the dissolution of the company —
(a) the liability, if any, of every officer and member of the company
shall continue and may be enforced as if the company had not
been dissolved; and
(b) notwithstanding that a company has been dissolved, or that its
surplus assets have been distributed in accordance with this
section, the court may wind up the company as if it had not been
dissolved, or its surplus assets had not been distributed, as the
case may be.
(12) Where a company has been dissolved pursuant to this section, the court,
on an application made by the Department, an officer or a member or
creditor of the company before the expiration of 12 years from the
publication of the notice of dissolution, may, if satisfied that at the time
of dissolution of the company it was in operation or had not discharged
all its debts and liabilities or otherwise that it is just that the dissolution
of the company be revoked, order that the dissolution of the company be
revoked, and upon a sealed copy of the order being delivered to the
Department for registration, the company shall be deemed to have
continued in existence as if it had not been dissolved; and the court may
by the order give such directions and make such provisions as seem just
for placing the company and all other persons in the same position as
nearly as may be as if the company had not been dissolved.324

(13) An order under subsection (12) may be made on such terms and
conditions as the court thinks fit.
(14) For the purposes of this section, the Treasury may make regulations
permitting applications to be made to it in appropriate cases and subject
to conditions for the remission of fees and duties due under section 283A
of this Act or sections 4 and 5 of the Non-Resident Company Duty Act
1986.325

Section 273 Companies Act 1931


Page 162 AT 2 of 1931 c

273B Restoration of dissolved companies to the register

(1) A company, any director, member or creditor thereof who feels
aggrieved by the company having been either —
(a) struck off the register under section 273 of this Act; or
(b) dissolved under section 273A of this Act,
may, before the expiration of 12 years from the publication of a
notice under section 273(5) or section 273A(8), make application to
the Department for a direction under this section.326

(1A) Upon receipt of an application under subsection (1) the Department
shall, within a reasonable time, publish notice of the application on the
Department website and shall maintain a current list of applications.327

(2) An application under subsection (1) shall be in the prescribed form and
shall be accompanied by —
(a) a copy of the notice given under subsection (3) of this section; and
(b) written notice from the Attorney General, the Assessor of Income
Tax and the Collector of Customs and Excise stating that they
have no objection to the restoration of the company to the
register.328

(3) Before making an application to the Department under subsection (1) of
this section, the applicant shall ensure that there has been —
(a) published in one newspaper published and circulating in the Isle
of Man; and329

(b) sent by post to each director, the secretary and to each member of
the company at the last address of which the company has
notice,330

a notice to the effect that the applicant proposes to apply to the
Department for a direction restoring the company to the register and that
unless written objection is made to the Department within 30 days of the
date of publishing or posting, as the case may be, the Department may
make such direction.331

(4) The Department shall not make a direction under this section earlier than
30 days after the date of publication or posting, as the case may be, of the
last notice published or posted for the purposes of subsection (3) of this
section.332

(5) On receipt of any written objection to the restoration of the company, the
Department shall forthwith notify the applicant of the receipt of the
objection and of the identity of the objector.333

(6) The Department shall not make a direction under this section unless —
(a) there are no objections to the restoration of the company under
this section; or
Companies Act 1931 Section 274


c AT 2 of 1931 Page 163

(b) all objections are withdrawn; or
(c) the Department decides that the objections are completely
without justification and that the objector has not appealed
against the Department’s decision within the time specified in
section 283C of this Act or the court has upheld the Department’s
decision.334
335

(7) On receipt of an application under this section the Department, if
satisfied that [there]* are good grounds for restoration of the company to
the register, may direct the name of the company to be restored to the
register.336
337

(8) A direction given under this section may be made subject to conditions
and the Department may include such further directions and such
provisions as seem just for placing the company and all other persons in
the same position as nearly as may be as if the company had not been
dissolved and without prejudice to the generality of the foregoing any
fees and duties due to the Department shall be due and payable at the
rates prevailing at the date of such restoration.338

(9) When the applicant delivers a certified copy of the direction for
registration the company shall be deemed to have continued in existence
as if its name had not been struck off.
(10) This section is without prejudice to the powers of the court under
sections 273 and 273A of this Act.339

274 Property of dissolved company to be bona vacantia

(1) Where a company is dissolved, all property and rights whatsoever
vested in or held on trust for the company immediately before its
dissolution (including leasehold property but not including property
held by the company on trust for any other person) shall be deemed to be
bona vacantia and shall accordingly vest in the Treasury in trust for the
Crown and may be dealt with in the same manner as other bona vacantia
accruing to the Crown.340

(2) Except as provided by section 274B below, this section shall have effect
subject and without prejudice to any order made by the court under
sections 272 or 273 of this Act.341

274A Power to disclaim title to property vesting under section 274

(1) Where any property vests in the Treasury under section 274 above, the
Treasury’s title thereto under that section may be disclaimed by a notice
by the Treasury.
(2) Where a notice of disclaimer under this section is executed as respects
any property, that property shall be deemed not to have vested in the
Treasury under section 274, and subsections (2) and (6) of section 252 of
Section 275 Companies Act 1931


Page 164 AT 2 of 1931 c

this Act shall apply in relation to the property as if it had been
disclaimed under subsection (1) of the said section 252 immediately
before the dissolution of the company.
(3) The right to execute a notice of disclaimer under this section may be
waived by the Treasury either expressly or by taking possession or other
act evincing that intention.342

274B Disposal of property vesting under section 274

(1) Where a company is dissolved and any property or right vested in or
held on trust for that company immediately before its dissolution vests
as bona vacantia accruing to the Treasury by virtue of section 274 above,
the Treasury may dispose of, or of an interest in, that property or right
notwithstanding that an order may be made under section 272(l) or
273(6) of this Act in relation to that company; and where any such order
is made —
(a) it shall not affect that disposition (but without prejudice to that
order so far as it relates to any other property or right previously
vested in or held on trust for the company); and
(b) the Treasury shall pay to the company an amount equal to the
amount of any consideration received for the property or right, or
interest therein, or to the value of any such consideration at the
time of the disposition, or, if no consideration was received, an
amount equal to the value of the property, right or interest
disposed of, as at the date of the disposition.
(2) This section applies in relation to the disposition of any property, right or
interest on or after the day on which this section comes into operation,
whether the company concerned was dissolved before, on or after that
day.343

274C [Repealed]
344

Officers
275 Officers and remuneration

(1) The Treasury may appoint such officers as may be required for the
execution of this Act, and may remove any person so appointed.345

(2) The Treasury shall direct whether any and what remuneration is to be
allowed to any officer performing any duties under this Act in relation to
the winding up of companies, and may vary, increase, or diminish that
remuneration as it thinks fit.346

Companies Act 1931 Section 276


c AT 2 of 1931 Page 165

Rules and Fees
276 Fees to be paid, etc

(1) General rules for carrying into effect the objects of this Act shall be made
from time to time as circumstances require in manner provided by Part
III of the High Court Act 1991, and the provisions as to rules and the
practice of the courts in such Act shall be applicable to proceedings
under this Act.347

(2) There shall be paid in respect of proceedings under this Act in relation to
the winding up of companies such fees as may be prescribed under
section 283A.348

PART VI – RECEIVERS AND MANAGERS

277 Disqualification for appointment as receiver

(1) A body corporate shall not be qualified for appointment as receiver of
the property of a company.
(2) Nothing in this section shall disqualify a body corporate from acting as
receiver as aforesaid if acting under an appointment made before the
commencement of this Act, but subject as aforesaid any body corporate
which acts as receiver as aforesaid shall be liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000.349

278 Power to appoint official receiver as receiver for debenture holders or

creditors

Where an application is made to the court to appoint a receiver on behalf of the
debenture holders or other creditors of a company which is being wound up by
the court, the official receiver may be so appointed.
279 Notification that receiver or manager has been appointed

(1) Where a receiver or manager of the property of a company has been
appointed, every invoice, order for goods or business letter issued by or
on behalf of the company, or the receiver or manager or the liquidator of
the company, being a document on or in which the name of the company
appears, shall contain a statement that a receiver or manager has been
appointed.
(2) If default is made in complying with the requirements of this section, the
company and every director, manager, secretary, or other officer of the
company, and every liquidator of the company, and every receiver or
Section 280 Companies Act 1931


Page 166 AT 2 of 1931 c

manager, who knowingly and wilfully authorises or permits the default
shall be liable to a fine not exceeding £5,000.
280 Power of court to fix remuneration on application of liquidator

The court may, on an application made to the court by the liquidator of a
company, by order fix the amount to be paid by way of remuneration to any
person who, under the powers contained in any instrument, has been appointed
as receiver or manager of the property of the company, and may from time to
time, on an application made either by the liquidator or by the receiver or
manager, vary or amend any order so made.
281 Delivery to Department of accounts of receivers and managers

(1) Every receiver or manager of the property of a company who has been
appointed under the powers contained in any instrument shall, within
one month, or such longer period as the Department may allow, after the
expiration of the period of six months from the date of his appointment
and of every subsequent period of six months and within one month
after he ceases to act as receiver or manager, deliver to the Department
for registration an abstract in the prescribed form showing his receipts
and his payments during that period of six months, or, where he ceases
to act as aforesaid, during the period from the end of the period to which
the last preceding abstract related (or, if no preceding abstract has been
sent under this section, from the date of his appointment) up to the date
of his so ceasing, and the aggregate amount of his receipts and of his
payments during all preceding periods since his appointment.350

(2) Every receiver or manager who makes default in complying with the
provisions of this section shall be liable to —
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000.351

282 Enforcement of duty of receiver to make returns, etc

(1) If —
(a) any receiver of the property of a company, who has made default
in filing, delivering or making any return, account or other
document or in giving any notice, which a receiver is by law
required to file, deliver, make or give, fails to make good the
default within fourteen days after the service on him of a notice
requiring him to do so; or
(b) any receiver or manager of the property of a company who has
been appointed under the powers contained in any instrument,
has, after being required at any time by the liquidator of the
company so to do, failed to render proper accounts of his receipts
Companies Act 1931 Section 283


c AT 2 of 1931 Page 167

and payments and to pay over to the liquidator the amount
properly payable to him;
the court may, on an application made for the purpose, make an order
directing the receiver or manager, as the case may be, to make good the
default within such time as may be specified in the order.
(2) In the case of any such default as is mentioned in paragraph (a) of the
last preceding subsection an application for the purposes of this section
may be made by any member or creditor of the company or by the
Department, and the order may provide that all costs of and incidental to
the application shall be borne by the receiver, and in the case of any such
default as is mentioned in paragraph (b) of that subsection the
application shall be made by the liquidator.352

(3) Nothing in this section shall be taken to prejudice the operation of any
enactments imposing penalties on receivers in respect of such default as
is mentioned in paragraph (a) of subsection (1) of this section.
PART VII – GENERAL PROVISIONS AS TO REGISTRATION

283 Registration to be made at the office for the registration of companies

The registration of companies under this Act shall be made at the office of the
registration of companies in the borough of Douglas, and conducted as
follows —
(i) The Treasury may make such regulations as it thinks fit
with respect to the duties to be performed;353

(ii) The Department may direct a seal or seals to be prepared
for the authentication of documents required for or
connected with the registration of companies;354

(iii) ......355

(iv) Any certificate of the incorporation of any company given
by the Department shall be received in evidence as if it
were the original certificate.356

283A Power to prescribe fees

(1) The Department or the Isle of Man Financial Services Authority, as the
case may be, may by order prescribe the fees and duties that are to be
paid —
(a) under any provision of the relevant Acts for which it has any
functions;
(b) in relation to the performance of any function by it under, or with
respect to, the relevant Acts;
Section 283 Companies Act 1931


Page 168 AT 2 of 1931 c

(c) in respect of the provision by it of any service under or with
respect to, the relevant Acts;
(d) in respect of any matter relating to the relevant Acts in respect of
which the Treasury could, immediately before the commencement
of the Companies (Transfer of Functions) Act 2000, prescribe fees
under the Fees and Duties Act 1989.357

(2) In this section, the “relevant Acts” means —
(a) the Companies Acts 1931 to 2004;
(b) the Companies (Transfer of Domicile) Act 1998.
(3) Any order under this section —
(a) shall be made only with the concurrence of the Treasury; and
(b) shall be laid before Tynwald as soon as practicable after it is
made, and if Tynwald at the sitting at which the order is laid or at
the next following sitting fails to approve it, the order shall cease
to have effect.358

283B Power of Department to refuse to register or receive documents

[NZ1955/63/8A]
(1) Subject to section 283C, of this Act, a document shall be deemed not to
have been submitted under this Act to the Department (whether by
delivery, filing, production, forwarding, lodging, electronic filing in the
prescribed format, or otherwise) until the time when it is accepted for
registration or otherwise received by the Department.359

(2) If in the opinion of the Department any document submitted to it under
this Act —
(a) contains any matter contrary to law; or
(b) does not comply with this Act; or
(c) has not been duly completed; or
(d) contains any misdescription or error, or any matter that is not
clearly legible; or
(dd) is not furnished in such manner and conforming to such
requirements as may reasonably be required for the purpose of
enabling the processing and copying of the document; or360

(e) is not accompanied by the correct fee or duty,
it may refuse to accept for registration or otherwise receive the
document, and it may request either that the document be appropriately
amended or completed and submitted to it again or that a fresh
document be submitted in its place or that the document be submitted
again with the correct fee or duty.361

Companies Act 1931 Section 283


c AT 2 of 1931 Page 169

(3) The Department may require any person who submits a document to it
under this Act to produce to it such other document or to give to it such
information as it considers necessary in order to form an opinion
whether it may refuse under subsection (2) of this section to accept for
registration or to otherwise receive the document.362

283C Appeals from decisions of Department

[NZ1955/63/9B]
(1) Any person who is aggrieved by the refusal of the Department to register
a company, or to register or receive any document submitted to it under
this Act, or who is aggrieved by any other act or decision of the
Department under this Act, may appeal to a court of summary
jurisdiction within 21 days after the date of the refusal or other act or
decision, or within such further time as the court of summary jurisdiction
may allow.363

(2) On hearing the appeal, the court of summary jurisdiction may confirm
the refusal or other act or decision of the Department, or give such
directions or make such determination in the matter as the court of
summary jurisdiction thinks fit.364

(3) No right of appeal shall lie under this section against any act or decision
of the Department —
(a) in respect of which there is any express provision in this Act in the
nature of an appeal or review; or
(b) that is declared by this Act to be conclusive or final, or that is
embodied in any document declared by this Act to be conclusive
evidence of any act, decision, matter, or thing.365

(4) Subject to subsection (5), notwithstanding any other provision of any
enactment or any rule of law, where a person appeals or applies to the
court of summary jurisdiction in respect of an act or decision of the
Department under section 283B of this Act, until a decision on the appeal
or application is given, the Department, and any person authorised by it
under that section for the purpose, may continue to exercise its powers
under that section as if no such appeal or application had been made,
and no person shall be excused from fulfilling his obligations under that
section by reason of that appeal or application.366

(5) To the extent that an appeal or application in respect of any such act or
decision is allowed or granted, as the case may be —
(a) the Department shall ensure that, forthwith after the decision on
the appeal or application is given, all records made by it, or by a
person authorised by it for that purpose, under section 283B of
this Act in respect of that act or decision are destroyed or
expunged; and367

Section 284 Companies Act 1931


Page 170 AT 2 of 1931 c

(b) no information acquired under section 283B of this Act in respect
of that act or decision shall be admissible in evidence in any
proceedings.368

284 Power of Department to accept information in non-document form

(1) The Department may, if it thinks fit, accept under the provisions of the
Companies Acts 1931 to 1992 requiring a document to be delivered to it,
any material other than a document which contains the information in
question and is of a kind approved by it.369

(2) The delivery to the Department of material so accepted is sufficient
compliance with the provision in question.370

(3) In this section any reference to delivering a document includes filing,
lodging, sending, forwarding, producing or (in the case of a notice)
giving it and includes delivering by electronic means of a kind approved
by the Department.371

(4) The Department may prescribe regulations for the electronic filing of any
document required to be filed under the Companies Acts 1931 to 1993.372

284A Inspection, production and evidence of documents kept by

Department

(1) Any person may inspect —
(a) a copy of any document, kept by the Department; or373

(b) if the copy is illegible or unavailable, the document itself,
on payment of such fees as may be prescribed under section 283A and
any person may require a certificate of the incorporation of any
company, or a copy or extract of any other document or any part of any
other document, to be certified by the Department, on payment for the
certificate, certified copy or extract, of such fees as may be prescribed
under section 283A.374

(2) No process for compelling the production of any document kept by the
Department shall issue from any court except with the leave of that
court, and any such process if issued shall bear thereon a statement that
it is issued with the leave of the court.375

(3) A copy of or extract from any document kept and registered at any of the
offices for the registration of companies, certified to be a true copy by the
Department (whose official position it shall not be necessary to prove)
shall in all legal proceedings be admissible in evidence as of equal
validity with the original document.376

(4) In this section, a copy is to be treated as the copy of a document if it is
taken from a copy or other reproduction of the original.377

Companies Act 1931 Section 285


c AT 2 of 1931 Page 171

285 Enforcement of duty of company to make returns to Department

(1) If a company, having made default in complying with any provision of
this Act which requires it to file with, deliver or send to the Department
any return, account or other document, or to give notice to it of any
matter, fails to make good the default within fourteen days after the
service of a notice on the company, requiring it to do so, the court may,
on an application made to the court by any member or creditor of the
company or by the Department, make an order directing the company
and any officer thereof to make good the default within such time as may
be specified in the order.378

(2) Any such order may provide that all costs of and incidental to the
application shall be borne by the company or by any officers of the
company responsible for the default.
(3) Nothing in this section shall be taken to prejudice the operation of any
enactment imposing penalties on a company or its officers in respect of
any such default as aforesaid.379

285A Exclusion of deemed notice

(1) A person shall not be taken to have notice of any matter merely because
of its being disclosed in any document kept by the Department (and thus
available for inspection) or made available by the company for
inspection.380

(2) This does not affect the question whether a person is affected by notice of
any matter by reason of a failure to make such inquiries as ought
reasonably to be made.
(3) In this section “document” includes any material which contains
information.
(4) Nothing in this section affects the operation of section 82A of this Act
(under which a person taking a charge over a company’s property is
deemed to have notice of matters disclosed on the companies charges
register).381

PART VIII - APPLICATION OF ACT TO COMPANIES FORMED

OR REGISTERED UNDER FORMER ACTS

286 Application of Act to companies formed under former Companies Acts

In the application of this Act to existing companies, it shall apply in the same
manner —
(a) in the case of a limited company, other than a company limited by
guarantee, as if the company had been formed and registered
under this Act as a company limited by shares;
Section 287 Companies Act 1931


Page 172 AT 2 of 1931 c

(b) in the case of a company limited by guarantee, as if the company
had been formed and registered under this Act as a company
limited by guarantee; and
(c) in the case of a company other than a limited company, as if the
company had been formed and registered under this Act as an
unlimited company:
Provided that reference, express or implied, to the date of registration shall be
construed as a reference to the date at which the company was registered under
the Joint Stock Companies Clauses Act, the Companies Act, 1865, or the Companies
(Consolidation) Act, 1910, as the case may be.
287 Application of Act to companies registered under former Companies

Acts

This Act shall apply to every company registered but not formed under the Joint
Stock Companies Clauses Act, the Companies Act, 1865, or the Companies
(Consolidation) Act, 1910, in the same manner as it is in Part IX of this Act
declared to apply to companies registered but not formed under this Act:
Provided that reference, express or implied, to the date of registration shall be
construed as a reference to the date at which the company was registered under
the Joint Stock Companies Clauses Act, the Companies Act 1865, or the Companies
(Consolidation) Act, 1910, as the case may be.
288 Application of Act to companies registered under former Companies

Acts

This Act shall apply to every unlimited company registered as a limited
company in pursuance of section fifty-nine of the Companies (Consolidation) Act,
1910, in the same manner as it applies to an unlimited company registered in
pursuance of this Act as a limited company:
Provided that reference, express or implied, to the date of registration shall be
construed as a reference to the date at which the company was registered as a
limited company under the said Act or said section, as the case may be.
289 Provision as to companies registered under the Joint Stock Companies

Acts

(1) A company registered under the Joint Stock Companies Clauses Act may
cause its shares to be transferred in manner hitherto in use, or in such
other manner as the company may direct.
(2) The power of altering articles under section ten of this Act shall, in the
case of an unlimited company formed and registered under the Joint
Stock Companies Clauses Act, extend to altering any regulations relating to
the amount of capital or to its distribution into shares notwithstanding
that those regulations are contained in the memorandum.
Companies Act 1931 Section 290


c AT 2 of 1931 Page 173

PART IX – COMPANIES NOT FORMED UNDER THIS ACT

AUTHORISED TO REGISTER UNDER THIS ACT

290 Companies capable of being registered

(1) With the exception and subject to the provisions contained in this
section, —
(a) any company consisting of seven or more members, which was in
existence on the fifth day of July, eighteen hundred and eighty-
four, including any company registered under the Joint Stock
Companies Clauses Act; and
(b) any company formed after the date aforesaid, whether before or
after the commencement of this Act, in pursuance of any Act of
Tynwald other than this Act, or of letters patent, or being
otherwise duly constituted according to law, and consisting of
seven or more members;
may at any time register under this Act as an unlimited company, or as a
company limited by shares, or as a company limited by guarantee; and
the registration shall not be invalid by reason that it has taken place with
a view to the company being wound up:
Provided that —
(i) A company registered under the Companies Act, 1865, or
the Companies (Consolidation) Act, 1910, shall not register in
pursuance of this section:
(ia) A limited liability company organised under the Limited
Liability Companies Act 1996 shall not register in pursuance
of this section:382

(ii) A company having the liability of its members limited by
Act of Tynwald or letters patent, and not being a joint stock
company as hereinafter defined, shall not register in
pursuance of this section:
(iii) A company having the liability of its members limited by
Act of Tynwald or letters patent shall not register in
pursuance of this section as an unlimited company or as a
company limited by guarantee:
(iv) A company that is not a joint stock company as hereinafter
defined shall not register in pursuance of this section as a
company limited by shares:
(v) A company shall not register in pursuance of this section
without the assent of a majority of such of its members as
are present in person or by proxy (in cases where proxies
are allowed by the regulations of the company) at a general
meeting summoned for the purpose:
Section 291 Companies Act 1931


Page 174 AT 2 of 1931 c

(vi) Where a company not having the liability of its members
limited by Act of Tynwald or letters patent is about to
register as a limited company, the majority required to
assent as aforesaid shall consist of not less than three-
fourths of the members present in person or by proxy at
the meeting:
(vii) Where a company is about to register as a company limited
by guarantee, the assent to its being so registered shall be
accompanied by a resolution declaring that each member
undertakes to contribute to the assets of the company, in
the event of its being wound up while he is a member, or
within one year after he ceases to be a member, for
payment of the debts and liabilities of the company
contracted before he ceased to be a member, and of the
costs and expenses of winding up, and for the adjustment
of the rights of the contributories among themselves, such
amount as may be required, not exceeding a specified
amount.
(2) In computing any majority under this section when a poll is demanded
regard shall be had to the number of votes to which each member is
entitled according to the regulations of the company.
291 Definition of joint stock company

For the purposes of this Part of this Act, as far as it relates to registration of
companies as companies limited by shares, a joint stock company means a
company having a permanent paid-up or nominal share capital of fixed amount
divided into shares, also of fixed amount, or held and transferable as stock, or
divided and held partly in one way and partly in the other, and formed on the
principle of having for its members the holders of those shares or that stock, and
no other persons, and such a company when registered with limited liability
under this Act shall be deemed to be a company limited by shares.
292 Requirements for registration by joint stock companies

Before the registration in pursuance of this Part of this Act of a joint stock
company there shall be delivered to the Department the following
documents —
(1) A list showing the names, addresses, and occupations of all persons who
on a day named in the list, not being more than six clear days before the
day of registration, were members of the company, with the addition of
the shares or stock held by them respectively, distinguishing, in cases
where the shares are numbered, each share by its number;
Companies Act 1931 Section 293


c AT 2 of 1931 Page 175

(2) A copy of any Act of Tynwald, royal charter, letters patent, deed of
settlement, contract of copartnery, cost book regulations, or other
instrument constituting or regulating the company; and
(3) If the company is intended to be registered as a limited company, a
statement specifying the following particulars —
(a) The nominal share capital of the company and the number of
shares into which it is divided, or the amount of stock of which it
consists;
(b) The number of shares taken and the amount paid on each share;
(c) The name of the company, with the addition of the word
“limited” as the last word thereof; and
(d) In the case of a company intended to be registered as a company
limited by guarantee, the resolution declaring the amount of the
guarantee.383

293 Requirements for registration by other than joint stock companies

Before the registration in pursuance of this Part of this Act of any company not
being a joint stock company, there shall be delivered to the Department —
(1) A list showing the names, addresses, and occupations of the directors or
other managers (if any) of the company; and
(2) A copy of any Act of Tynwald, letters patent, deed of settlement, contract
of copartnery, cost book regulations, or other instrument constituting or
regulating the company; and
(3) In the case of a company intended to be registered as a company limited
by guarantee, a copy of the resolution declaring the amount of the
guarantee.384

294 Authentication of statements of existing companies

The lists of members and directors and any other particulars relating to the
company required to be delivered to the Department shall be verified by a
statutory declaration of any two or more directors or other principal officers of
the company.385

295 Department may require evidence as to nature of company

The Department may require such evidence as it thinks necessary for the
purpose of satisfying itself whether any company proposing to be registered is
or is not a joint stock company as hereinbefore defined.386

Section 296 Companies Act 1931


Page 176 AT 2 of 1931 c

296 [Repealed]
387

297 Addition of “limited” to name

When a company registers in pursuance of this Part of this Act with limited
liability, the word “limited” shall form and be registered as part of its name.
298 Certificate of registration of existing companies

On compliance with the requirements of this Part of this Act with respect to
registration, and on payment of such fees, if any, as are prescribed under section
283A, the Department shall certify that the company applying for registration is
incorporated as a company under this Act, and in the case of a limited company
that it is limited, and thereupon the company shall be so incorporated.388

299 Vesting of property on registration

All property, real and personal (including things in action), belonging to or
vested in a company at the date of its registration in pursuance of this Part of
this Act, shall on registration pass to and vest in the company as incorporated
under this Act for all the estate and interest of the company therein.
300 Saving for existing liabilities

Registration of a company in pursuance of this Part of this Act shall not affect
the rights or liabilities of the company in respect of any debt or obligation
incurred, or any contract entered into, by, to, with, or on behalf of, the company
before registration.
301 Legal proceedings

All actions and other legal proceedings which at the time of the registration of a
company in pursuance of this Part of this Act are pending by or against the
company, or the public officer or any member thereof, may be continued in the
same manner as if the registration had not taken place:
Provided that execution shall not issue against the effects of any individual
member of the company on any judgment, decree, or order obtained in any such
action or proceeding, but, in the event of the property and effects of the
company being insufficient to satisfy the judgment, decree, or order, an order
may be obtained for winding up the company.
302 Effect of registration under Act

(1) When a company is registered in pursuance of this Part of this Act the
following provisions of this section shall have effect.
(2) All provisions contained in any Act of Tynwald or other instrument
constituting or regulating the company, including, in the case of a
Companies Act 1931 Section 302


c AT 2 of 1931 Page 177

company registered as a company limited by guarantee, the resolution
declaring the amount of the guarantee, shall be deemed to be conditions
and regulations of the company, in the same manner and with the same
incidents as if so much thereof as would, if the company had been
formed under this Act, have been required to be inserted in the
memorandum, were contained in a registered memorandum, and the
residue thereof were contained in registered articles.
(3) All the provisions of this Act shall apply to the company, and the
members, contributories, and creditors thereof, in the same manner in all
respects as if it had been formed under this Act, subject as follows —
(a) Table A shall not apply unless adopted by special resolution;
(b) The provisions of this Act relating to the numbering of shares
shall not apply to any joint stock company whose shares are not
numbered;
(c) Subject to the provisions of this section the company shall not
have power to alter any provision contained in any Act of
Tynwald relating to the company;
(d) Subject to the provisions of this section the company shall not
have power, without the sanction of the Council of Ministers, to
alter any provisions contained in any letters patent relating to the
company;389

(e) The company shall not have power to alter any provision
contained in a royal charter or letters patent with respect to the
objects of the company;
(f) In the event of the company being wound up, every person shall
be a contributory, in respect of the debts and liabilities of the
company contracted before registration, who is liable to pay or
contribute to the payment of any debt or liability of the company
contracted before registration, or to pay or contribute to the
payment of any sum for the adjustment of the rights of the
members among themselves in respect of any such debt or
liability, or to pay or contribute to the payment of the costs and
expenses of winding up the company, so far as relates to such
debts or liabilities as aforesaid;
(g) In the event of the company being wound up, every contributory
shall be liable to contribute to the assets of the company, in the
course of the winding up, all sums due from him in respect of any
such liability as aforesaid, and, in the event of the death,
bankruptcy, or insolvency, of any contributory, the provisions of
this Act with respect to the personal representatives of deceased
contributories and to the trustees of bankrupt or insolvent
contributories shall apply.390

(4) The provisions of this Act with respect to —
Section 303 Companies Act 1931


Page 178 AT 2 of 1931 c

(a) the registration of an unlimited company as limited;
(b) the powers of an unlimited company on registration as a limited
company to increase the nominal amount of its share capital and
to provide that a portion of its share capital shall not be capable of
being called up except in the event of winding up;
(c) the power of a limited company to determine that a portion of its
share capital shall not be capable of being called up except in the
event of winding up;
shall apply notwithstanding any provisions contained in any Act of
Tynwald, royal charter, or other instrument constituting or regulating
the company.
(5) Nothing in this section shall authorise the company to alter any such
provisions contained in any instrument constituting or regulating the
company, as would, if the company had originally been formed under
this Act, have been required to be contained in the memorandum and are
not authorised to be altered by this Act.
(6) Nothing in this Act shall derogate from any power of altering its
constitution or regulations which may by virtue of any Act of Tynwald
or other instrument constituting or regulating the company, be vested in
the company.
(7) In this section the expression “instrument” includes deed of settlement,
contract of copartnery, cost book regulations and letters patent.
303 Power to substitute memorandum and articles for deed of settlement

(1) Subject to the provisions of this section, a company registered in
pursuance of this Part of this Act may by special resolution alter the form
of its constitution by substituting a memorandum and articles for a deed
of settlement.
(2) The provisions of this Act with respect to confirmation by the court and
registration of an alteration of the objects of a company shall so far as
applicable apply to an alteration under this section with the following
modifications —
(a) There shall be substituted for the printed copy of the altered
memorandum required to be delivered to the Department a
printed copy of the substituted memorandum and articles; and391

(b) On the registration of the alteration being certified by the
Department the substituted memorandum and articles shall apply
to the company in the same manner as if it were a company
registered under this Act with that memorandum and those
articles, and the company’s deed of settlement shall cease to apply
to the company.392

Companies Act 1931 Section 304


c AT 2 of 1931 Page 179

(3) An alteration under this section may be made either with or without any
alteration of the objects of the company under this Act.
(4) In this section the expression “deed of settlement” includes any contract
of copartnery or other instrument constituting or regulating the
company, not being an Act of Tynwald, a royal charter, or letters patent.
304 Power of court to stay or restrain proceedings

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 a company registered in pursuance of this Part of this Act, where the
application to stay or restrain is by a creditor, extend to actions and proceedings
against any contributory of the company.
305 Actions stayed on winding up order

Where an order has been made for winding up a company registered in
pursuance of this Part of this Act no action or proceeding shall be has
commenced or proceeded with against the company or 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.
PART X – WINDING UP OF UNREGISTERED COMPANIES

306 Meaning of unregistered company

For the purposes of this Part of this Act the expression “unregistered company

shall include any partnership, whether limited or not, any association and any
company with the following exceptions —
(1) a railway company incorporated by Act of Tynwald;
(2) a company registered under the Joint Stock Companies Clauses Act or
under the Companies Act, 1865, or under the Companies (Consolidation) Act,
1910, or under this Act;
(3) a partnership, association, or company which consists of less than eight
members and is not a foreign partnership, association or company.
307 Winding up of unregistered companies

(1) Subject to the provisions of this Part of this Act, any unregistered
company may be wound up under this Act, and all the provisions of this
Act with respect to winding up shall apply to an unregistered company,
with the following exceptions and additions —
Section 307 Companies Act 1931


Page 180 AT 2 of 1931 c

(a) No unregistered company, other than a company established
under separate Act of Tynwald, shall be wound up under this Act
voluntarily or subject to supervision:
(b) The circumstances in which an unregistered company may be
wound up are as follows —
(i) If the company is dissolved, or has ceased to carry on
business, or is carrying on business only for the purpose of
winding up its affairs;
(ii) If the company is unable to pay its debts;
(iii) If the court is of opinion that it is just and equitable that the
company should be wound up:
(c) An unregistered company shall, for the purposes of this Act, be
deemed to be unable to pay its debts —
(i) If a creditor, by assignment or otherwise, to whom the
company is indebted in a sum exceeding fifty pounds then
due, has served on the company, by leaving at its principal
place of business, or by delivering to the secretary or some
director, manager, or principal officer of the company, or
by otherwise serving in such manner as the court may
approve or direct, 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 compound for it to the
satisfaction of the creditor;
(ii) If 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 the same at its principal place
of business, or by delivering it to the secretary, or some
director, manager, or principal officer of the company, or
by otherwise serving the same in such manner as the court
may approve or direct, 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 of the same;
(iii) If execution or other process issued on a judgment, decree,
or order obtained in any court in favour of a creditor
against the company, or any member thereof as such, or
Companies Act 1931 Section 308


c AT 2 of 1931 Page 181

any person authorised to be sued as nominal defendant on
behalf of the company, is returned unsatisfied;
(iv) If it is otherwise proved to the satisfaction of the court that
the company is unable to pay its debts:
(d) In the case of a limited partnership the provisions of this Act with
respect to winding up shall apply with such modifications, if any,
as may be provided by rules made by the Treasury, and with the
substitution of general partners for directors.393

(2) Where a company incorporated outside the Isle of Man which has been
carrying on business in the Isle of Man ceases to carry on business in the
Isle of Man, it may be wound up as an unregistered company under this
Part of this Act, notwithstanding that it has been dissolved or otherwise
ceased to exist as a company under or by virtue of the laws of the
country under which it was incorporated.
(3) Nothing in this Part of this Act shall affect the operation of any
enactment which provides for any partnership, association, or company,
being wound up, or being wound up as a company or as an unregistered
company, under any enactment repealed by this Act, except that
references in any such first-mentioned enactment to any such repealed
enactment shall be read as references to the corresponding provision (if
any) of this Act.
308 Contributories in winding up of unregistered company

(1) In the event of an unregistered company being wound up every person
shall be deemed to be a contributory who is liable to pay or contribute to
the payment of any debt or liability of the company, or to pay or
contribute to the payment of any sum for the adjustment of the rights of
the members among themselves, or to pay or contribute to the payment
of the costs and expenses of winding up the company, 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 as aforesaid.
(2) In the event of the death, bankruptcy, or insolvency, of any contributory,
the provisions of this Act with respect to the personal representatives of
deceased contributories and to the trustees of bankrupt or insolvent
contributories, shall apply.394

309 Power of court to stay or restrain proceedings

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.
Section 310 Companies Act 1931


Page 182 AT 2 of 1931 c

310 Actions stayed on winding up order

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.
311 Provisions of this Part of Act cumulative

The provisions of this Part of this Act with respect to unregistered companies
shall be in addition to and not in restriction of any provisions hereinbefore in
this Act contained with respect to winding up 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 companies formed and registered under this Act:
Provided that an unregistered company shall not, except in the event of its
being wound up, be deemed to be a company under this Act, and then only to
the extent provided by this Part of this Act.
PART XI
395

312 to 321 [Repealed]
396

PART XII — RESTRICTIONS ON SALE OF SHARE AND

OFFERS OF SHARES FOR SALE
397

322 to 324 [Repealed]

PART XIII — MISCELLANEOUS

Exemptions from prospectus requirements398

324A Exemptions from prospectus requirements

(1) The Treasury may by regulations make provision for exemption from, or
for the modification of, —
(a) sections 34 to 39 of this Act;
(b) such other provisions of the Companies Acts 1931 to 2004 as relate
to prospectuses,
in respect of such classes of companies or in such circumstances as may
be specified in the regulations.
Companies Act 1931 Section 325


c AT 2 of 1931 Page 183

(2) Regulations under this section shall not come into operation unless they
are approved by Tynwald.399

Dispensations for Private Companies
324B Power to provide dispensation by regulation

(1) The Treasury may by regulations enable private companies to elect to
dispense with compliance with such requirements of the Companies Acts
1931 to 1992 as may be specified in the regulations, being requirements
which appear to the Treasury to relate primarily to —
(a) the holding and conduct of meetings of companies;
(b) the preparation and keeping of accounts of companies and the
audit of such accounts;
(c) the internal administration and procedure of companies.400

(2) The regulations shall include provision to enable a member of a
company —
(a) to prevent an election by the company under subsection (1);
(b) to require the company to suspend or rescind any election under
subsection (1),
and may provide that the company and every officer who is in default in
relation to such provision shall be liable to a default fine under section
330 of the 1931 Act.
(3) The regulations may add to, modify or repeal provisions of the
Companies Acts 1931 to 1992; and may provide for any such provision to
have effect, where an election is made, subject to such adaptations and
modifications as appear to the Treasury to be appropriate.
(4) The regulations may contain such supplementary, incidental and
transitional provisions as appear to the Treasury to be appropriate.
(5) Regulations under this section shall not come into operation unless they
are approved by Tynwald.401

Prohibition of Partnerships with more than Twenty Members
325 Prohibition of partnerships with more than twenty members

(1) No company, association, or partnership consisting of more than twenty
persons shall be formed for the purpose of carrying on any business that
has for its object the acquisition of gain by the company, association, or
partnership, or by the individual members thereof, unless it is registered
as a company under this Act, or is formed in pursuance of some other
Act of Tynwald, or of letters patent.
Section 326 Companies Act 1931


Page 184 AT 2 of 1931 c

(2) Subsection (1) does not prohibit the formation —
(a) for the purpose of carrying on practice as advocates, of a
partnership consisting of persons each of whom is an advocate;
(b) for the purpose of carrying on practice as accountants, of a
partnership consisting of persons each of whom falls within
paragraph (a) of section 14(l) of the Companies Act 1982;
(c) for the purpose of carrying on business as members of a stock
exchange, of a partnership consisting of persons each of whom is
a member of that stock exchange.402

(3) The Treasury may, by regulations provide that subsection (1) above shall
not apply to the formation for a purpose specified in regulations, of a
partnership of description so specified.403

(4) Regulations made under subsection (3) above shall not come into
operation until they have been approved by Tynwald.404

Miscellaneous Offences
326 Penalty for false statement

If any person in any return, report, certificate, balance sheet, or other document,
required by or for the purposes of any of the provisions of this Act specified in
the Tenth Schedule hereto, wilfully makes a statement false in any material
particular, knowing it to be false, he shall be guilty of a misdemeanour, and
shall be liable on conviction to imprisonment for a term not exceeding two
years, with or without hard labour, and on summary conviction to
imprisonment for a term not exceeding four months, with or without hard
labour, and in either case to a fine in lieu of or in addition to such imprisonment
as aforesaid:
Provided that the fine imposed on summary conviction shall not exceed £5,000.
327 Perjury

If any person, on examination on oath authorised under this Act or in any
affidavit or deposition in or about the winding up of any company or otherwise
in or about any matter arising under this Act, wilfully and corruptly gives false
evidence, he shall be liable to the penalties for wilful perjury.
328 Penalty for improper use of word “Limited”

If any person or persons trade or carry on business under any name or title of
which “Limited” or any contraction or imitation of that word, is the last word,
that person or those persons shall, unless duly incorporated with limited
liability, be liable to —
(a) on information, a fine;
Companies Act 1931 Section 329


c AT 2 of 1931 Page 185

(b) on summary trial, a fine not exceeding £5,000.405

329 Forging seal, etc, of Department or of company shall be felony

If any person shall forge the seal, stamp, or signature of the Department to any
certificate, document or proceeding, or entry required of any corporation or
joint stock or other company required by this Act to be, or which shall be,
verified by the seal, stamp, or signature of the Department, or any certified copy
of any document, bye-law, entry in any register or other book, or other
proceedings, as aforesaid, or shall tender in evidence any such certificate, entry,
or document or proceeding of any corporation or joint stock or other company,
or any certified copy of any document, bye-law, entry in any register or other
book, or of any other proceeding with a false or counterfeit seal, stamp, or
signature thereto, knowing the same to be false, or counterfeit, whether such
seal, stamp, or signature be those of or relating to any corporation or company
already established, or to any corporation or company to be hereafter
established under or registered under this Act, every such person shall be guilty
of felony, and shall be proceeded against according to the law and practice of
this Isle in cases of felony, and shall, upon conviction, be liable to penal
servitude for seven years, or to imprisonment for any term not more than three
years.406

General Provisions as to Offences
330 Provision with respect to default fines and meaning of “officer in

default”

(1) Where any provision of this Act provides that a company or officer of a
company (or both) shall be liable to a default fine, the company or officer
(or both) shall be liable —
(a) if the said provision specifies the amount of a fine, to a fine not
exceeding that amount; or
(b) if the said provision specifies the amount of a fine in respect of
continued default, refusal or contravention, to a fine not
exceeding that amount for every day during which such default,
refusal or contravention continues; or
(c) if the amount of the fine is not so specified —
(i) on information, to a fine;
(ii) on summary trial, to a fine not exceeding £5,000.407

(2) For the purpose of any enactment in this Act which provides that an
officer of a company who is in default shall be liable to a fine or penalty,
the expression “officer who is in default
” means any director, manager,
secretary or other officer of the company, who knowingly and wilfully
Section 331 Companies Act 1931


Page 186 AT 2 of 1931 c

authorises or permits the default, refusal or contravention mentioned in
the enactment.
331 Prosecution of offences punishable by fine

(1) Where a person committing an offence under this Act is made liable to a
fine, he shall be liable thereto on summary conviction.
(2) A court of summary jurisdiction shall not hear a complaint for such an
offence unless the complaint was made within 3 years after the
commission of the offence.408

331A [Repealed]
409

332 Application of fines

The court imposing any fine under this Act may direct that the whole or any
part thereof shall be applied in or towards payment of the costs of the
proceedings, or in or towards rewarding the person on whose information or at
whose suit the fine is recovered, and subject to any such direction all fines
under this Act shall, notwithstanding anything in any other Act, be paid into
the General Revenue of this Isle.
333 Saving as to private prosecutors

Nothing in this Act relating to the institution of criminal proceedings by the
Attorney General shall be taken to preclude any person from instituting or
carrying on any such proceedings.
334 Saving for privileged communications

Where proceedings are instituted under this Act against any person by the
Attorney General, nothing in this Act shall be taken to require any person who
acted as advocate for the defendant to disclose any privileged communication
made to him in that capacity.
Service of Documents and Legal Proceedings
335 Service of documents on company

A document may be served on a company by leaving it at or sending it by post
to the registered office of the company.
335A Service of documents on company

(1) Where this section applies to a company, a document may be served on it
by sending a copy of the document by post to each person who, on the
Companies Act 1931 Section 336


c AT 2 of 1931 Page 187

date on which the document is sent, is shown as a director of the
company in the documents kept by the Department.410

(2) This section applies to a company where the person having control of the
premises at which the company purports to have its registered office has
delivered to the Department a notice in the prescribed form stating that
the company does not have authority to maintain its registered office at
the premises.411

336 Costs in actions by certain limited companies

Where a limited company is plaintiff or pursuer in any action or other legal
proceeding, any judge having jurisdiction in the matter may, if it appears by
credible testimony that there is reason to believe that the company will be
unable to pay the costs of the defendant if successful in his defence, require
sufficient security to be given for those costs, and may stay all proceedings until
the security is given.
337 Power of court to grant relief in certain cases

(1) If in any proceeding for negligence, default, breach of duty, or breach of
trust against a person to whom this section applies it appears to the court
hearing the case that that person is or may be liable in respect of the
negligence, default, breach of duty or breach of trust, but that he has
acted honestly and reasonably, and that, having regard to all the
circumstances of the case, including those connected with his
appointment, he ought fairly to be excused for the negligence, default,
breach of duty or breach of trust, that court may relieve him, either
wholly or partly, from his liability on such terms as the court may think
fit.
(2) Where any person to whom this section applies has reason to apprehend
that any claim will or might be made against him in respect of any
negligence, default, breach of duty or breach of trust, he may apply to the
court for relief, and the court on any such application shall have the same
power to relieve him as under this section it would have had if it had
been a court before which proceedings against that person for
negligence, default, breach of duty or breach of trust had been brought.
(3) Where any case to which subsection (1) of this section applies is being
tried by a judge with a jury, the judge, after hearing the evidence, may, if
he is satisfied that the defendant ought in pursuance of that subsection to
be relieved either in whole or in part from the liability sought to be
enforced against him, withdraw the case in whole or in part from the
jury and forthwith direct judgment to be entered for the defendant on
such terms as to costs or otherwise as the judge may think proper.
(4) The persons to whom this section applies are the following —
(a) directors of a company;
Section 338 Companies Act 1931


Page 188 AT 2 of 1931 c

(b) managers of a company;
(c) officers of a company;
(d) persons employed by a company as auditors, whether they are or
are not officers of the company.
338 Power to enforce orders

Orders made by the court under this Act may be enforced in the same manner
as orders made in an action pending therein.
339 Proceedings in Chambers

Any judge of the High Court may do in Chambers any act which the court is by
this Act authorised to do.
340 Power to alter tables and forms

(1) The Department may alter Table A, the form in the Seventh Schedule and
may alter or add to Tables B, C, D and E in the First Schedule, and the
forms in the Sixth Schedule to this Act.412

(2) Any such table or form, when altered, shall be published in a newspaper
published and circulating in the Isle of Man, and thenceforth shall have
the same force as if it were included in one of the Schedules to this Act,
but no alteration made by the Department in Table A shall affect any
company registered before the alteration, or repeal, as respects that
company, of any portion of that Table.413

340A Prescribed forms

(1) The Department may prescribe forms for use with any provision of the
Companies Acts 1931-1993 and may by regulations specify the form of,
the information to be included in and the mode of certification or
verification of, such prescribed forms.414

(2) Unless a provision of the Companies Acts 1931-1993 otherwise requires,
regulations under this section shall be laid before Tynwald.415

340B Public documents

Except where otherwise expressly provided, a public document made by the
Department under the Companies Acts 1931-1993 shall be laid before Tynwald
as soon as practicable after it is made, and if Tynwald at the sitting at which
such public document is laid or at the next following sitting resolves that the
public document shall be annulled, the public document shall thereupon cease
to have effect.416

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c AT 2 of 1931 Page 189

Interpretation
341 Interpretation

(1) In this Act, unless the context otherwise requires, the following
expressions have the meanings hereby assigned to them (that is to
say) —
“Annual return
” means the return required to be made under section 109 of this
Act;417

“Articles
” means the articles of association of a company as originally framed or
as altered by special resolution, including, so far as they apply to the
company, the regulations contained (as the case may be) in Table B in the
Schedule annexed to the Joint Stock Companies Clauses Act, or in Table A
in the First Schedule annexed to the Companies Act, 1865, or in that Table
as altered in pursuance of section sixty-nine of the last mentioned Act, or
in Table A in the First Schedule to the Companies (Consolidation) Act, 1910,
or in that Table as altered in pursuance of section one hundred and
seventy-two of the last mentioned Act, or in Table A in the First Schedule
to this Act;
“Book and paper
” and “book or paper
” include accounts, deeds, writings, and
documents;
“Company
” means a company formed and registered under this Act or an
existing company;
“Existing company
” means a company formed and registered under the Joint
Stock Companies Clauses Act, the Companies Act 1865, or the Companies
(Consolidation) Act, 1910;
“The court
” used in relation to a company means the Civil Division of the High
Court of Justice;418

“Debenture
” includes debenture stock, bonds and any other securities of a
company whether constituting a charge on the assets of the company or
not;
“Department
” means the Department of Economic Development;419

“Director
” includes any person occupying the position of director by whatever
name called;
“Document
” includes summons, notice, order, and other legal process, and
registers;
“General rules
” means general rules made under section two hundred and
seventy-six of this Act, and includes forms;
“Memorandum
” means the memorandum of association of a company, as
originally framed or as altered in pursuance of any enactment;
Section 342 Companies Act 1931


Page 190 AT 2 of 1931 c

“Officer
”, in relation to a body corporate, includes a director, manager or
secretary;420

“prescribed
” means, except in relation to a prescribed form, prescribed by
regulations under section 22 of the Companies Act 1974 or rules of court;421

“prescribed form
” means a form prescribed under section 340A;422

“Prospectus
” means any prospectus, notice, circular, advertisement, or other
invitation, offering to the public for subscription or purchase any shares
or debentures of a company;
“Public company
” means a company that is not a private company;423

“The registrar of companies
” [Repealed]424

“Share
” means share in the share capital of a company, and includes stock
except where a distinction between stock and shares is expressed or
implied and references in this Act to shares include references to cell
shares unless the context requires otherwise;425

“Table A
” means Table A in the First Schedule to this Act;
“The United Kingdom
” means Great Britain and Northern Ireland.
(2) A person shall not be deemed to be within the meaning of any provision
in this Act a person in accordance with whose directions or instructions
the directors of a company are accustomed to act, by reason only that the
directors of the company act on advice given by him in a professional
capacity.
342 Interpretation: public offers

(1) Any reference in this Act to offering shares or debentures to the public
shall be construed in accordance with this section.
(2) Any reference in this Act, or in a company’s articles of association, to an
invitation to subscribe for shares or debentures shall be similarly
construed.
(3) Any reference to the public includes, unless the context otherwise
requires, any section of the public, whether selected —
(a) as members or debenture holders of the company concerned; or
(b) as clients of the person issuing the prospectus; or
(c) in any other manner,
but subject to subsection (4) of this section.
(4) An offer or invitation shall not be construed as made to the public by
reason only that it is made —
(a) to existing members of the company concerned and relates to
shares in, or debentures of, that company;
(b) to existing or former employees of —
Companies Act 1931 Section 343


c AT 2 of 1931 Page 191

(i) that company;
(ii) that company’s subsidiary or holding company; or
(iii) a subsidiary of that company’s holding company;426

(c) to members of the family of such members or employees;
(d) to existing debenture holders of that company and relates to
shares in, or debentures of, that company; or
(e) where application has been made for admission of any securities
to the official list of a prescribed stock exchange, to a person
whose ordinary business it is to buy or sell shares or debentures,
whether as principal or agent.
(5) An offer or invitation which falls within any of paragraphs (a) to (d) of
subsection (4) of this section may be made on terms which permit the
person to whom it is made to renounce his right to the allotment of
shares or issue of debentures, but only in favour of such other person as
is mentioned in those paragraphs.
(6) In this section, the members of a person’s family are —
(a) the person’s spouse or civil partner, surviving spouse or civil
partner and children (including stepchildren) and their
descendants; and427

(b) any other person who is substantially maintained by such
member or employee; or
(c) any trustee (acting in his capacity as such) of a trust the principal
beneficiary of which is the person himself or herself, or any of
those relatives or dependents.428

Savings, Extent, Short Title and Commencement
343 Savings

Nothing in this Act shall affect —
(1) The incorporation of any company registered under any enactment
hereby repealed;
(2) Table B in the Schedule annexed to the Joint Stock Companies Clauses Act,
or any part thereof, so far as the same applies to any company existing at
the commencement of this Act;
(3) Table A in the First Schedule annexed to the Companies Act, 1865, or any
part thereof, either as originally contained in that Schedule or as altered
in pursuance of section sixty-nine of that Act, so far as the same applies
to any company existing at the commencement of this Act;
(4) Table A in the First Schedule to the Companies (Consolidation) Act, 1910, or
any part thereof, either as originally contained in that Schedule or as
Section 344 Companies Act 1931


Page 192 AT 2 of 1931 c

altered in pursuance of section one hundred and twenty-two of that Act,
so far as the same applies to any company existing at the commencement
of this Act.
344 Saving of pending proceedings for winding up

The provisions of this Act with respect to winding up shall not apply to any
company of which the winding up has commenced before the commencement
of this Act, but every such company shall be wound up in the same manner and
with the same incidents as if this Act had not passed, and, for the purposes of
the winding up, the Act or Acts under which the winding up commenced shall
be deemed to remain in full force.
345 Short title and commencement

(1) This Act may be cited as the Companies Act 1931.
(2) This Act shall come into operation when the Royal Assent thereto has
been by the Governor announced to Tynwald, and a certificate thereof
has been signed by the Governor and the Speaker of the House of Keys.
Companies Act 1931 FIRST SCHEDULE


c AT 2 of 1931 Page 193

FIRST SCHEDULE

Sections 8, 114, 302, 340, 341
TABLE A - REGULATIONS FOR MANAGEMENT OF A

COMPANY LIMITED BY SHARES

PRELIMINARY
1. In these regulations —
“The Act
” means the Companies Act 1931.
When any provision of the Act is referred to the reference is to that provision as
modified by any statute for the time being in force.
Unless the context otherwise requires, expressions defined in the Act or any statutory
modification thereof in force at the date at which these regulations become binding on
the company, shall have the meanings so defined.
SHARES
2. Subject to the provisions, if any, in that behalf of the memorandum of association,
and without prejudice to any special rights previously conferred on the holders of
existing shares, any share may be issued with such preferred, deferred, or other special
rights, or such restrictions, whether in regard to dividend, voting, return of share
capital, or otherwise, as the company may from time to time by special resolution
determine, and any preference share may, with the sanction of a special resolution, be
issued on the terms that it is, or at the option of the company, is liable to be redeemed.
3. If at any time the share capital is divided into different classes of shares, the rights
attached to any class (unless otherwise provided by the terms of issue of the shares of
that class) may be varied with the consent in writing of the holders of three-fourths of
the issued shares of that class, or with the sanction of an extraordinary resolution
passed at a separate general meeting of the holders of the shares of the class. To every
such separate general meeting the provisions of these regulations relating to general
meetings shall mutatis mutandis apply, but so that the necessary quorum shall be two
persons at least holding or representing by proxy one-third of the issued shares of the
class, and that any holder of shares of the class present in person or by proxy may
demand a poll.
4. Every person whose name is entered as a member in the register of members shall,
without payment, be entitled to a certificate under the seal of the company or under
the official seal kept by the company by virtue of section 2 of the Stock Exchange
(Completion of Bargains) (Isle of Man) Act 1979 specifying the share or shares held by him
and the amount paid up thereon, provided that in respect of a share or shares held
jointly by several persons the company shall not be bound to issue more than one
certificate, and delivery of a certificate for a share to one of several joint holders shall
be sufficient delivery to all429

FIRST SCHEDULE
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Page 194 AT 2 of 1931 c

5. If a share certificate is defaced, lost, or destroyed, it may be renewed on payment of
such fee, if any, not exceeding 5p, and on such terms, if any, as to evidence and
indemnity as the directors think fit.430

6. No part of the funds of the company shall directly or indirectly be employed in the
purchase of, or in loans upon the security of, the company’s shares, but nothing in this
regulation shall prohibit transactions mentioned in the proviso to section 45(1) of the
Act.
LIEN
7. The company shall have a lien on every share (not being a fully paid share) for all
moneys (whether presently payable or not) called or payable at a fixed time in respect
of that share, and the company shall also have a 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 regulation. The
company’s lien, if any, on a share shall extend to all dividends payable thereon.
8. 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 some 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.
9. For giving 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.
10. 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 the residue shall (subject to a like lien for sums not presently payable as existed
upon the shares prior to the sale) be paid to the person entitled to shares at the date of
the sale.
CALLS ON SHARES
11. The directors may from time to time make calls upon the members in respect of any
moneys unpaid on their shares provided that no call shall exceed one-fourth of the
nominal amount of the share, or be payable at less than one month from the last call;
and each member shall (subject to receiving at least fourteen days’ notice specifying the
time or times of payment) pay to the company at the time or times so specified the
amount called on his shares.
12. The joint holders of a share shall be jointly and severally liable to pay all calls in
respect thereof.
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c AT 2 of 1931 Page 195

13. If a sum called in respect of a share is not paid before or on the day appointed for
payment thereof, the person from whom the sum is due shall pay interest upon the
sum at the rate of five pounds per centum per annum from the day appointed for the
payment thereof to the time of the actual payment, but the directors shall be at liberty
to waive payment of that interest wholly or in part.
14. The provisions of these regulations as to the liability of joint holders and as to
payment of interest shall apply in the case of non-payment of any sum which, by the
terms of issue of a share, becomes payable at a fixed time, whether on account of the
amount of the share, or by way of premium, as if the same had become payable by
virtue of a call duly made and notified.
15. The directors may make arrangements on the issue of shares for a difference
between the holders in the amount of calls to be paid and in the times of payment.
16. The directors may, if they think fit, receive from any member willing to advance the
same all or any part of the moneys uncalled and unpaid upon any shares held by him;
and upon all or any of the moneys so advanced may (until the same would, but for
such advance, become presently payable) pay interest at such rate (not exceeding six
per cent.) as may be agreed upon between the member paying the sum in advance and
the directors.
TRANSFER AND TRANSMISSION OF SHARES
17. The instrument of transfer of any share shall be executed by or on behalf of the
transferor and transferee, and the transferor shall be deemed to remain a holder of the
share until the name of the transferee is entered in the register of members in respect
thereof.
18. Shares shall be transferred in the following form, or in any usual or common form
which the directors shall approve —
I, , of , in consideration of the sum of £ paid to me by , of (hereinafter called “the said
transferee”) do hereby transfer to the said transferee the share [or shares] numbered in
the undertaking called the[ ] Company, Limited, to hold unto the said transferee,
subject to the several conditions on which I hold the same: and 1, the said transferee,
do hereby agree to take the said share [or shares] subject to the conditions aforesaid. As
witness our hands the day of
Witness to the signatures of, etc
19. The directors may decline to register any transfer of shares, not being fully paid
shares, to a person of whom they do not approve, and may also decline to register any
transfer of shares on which the company has a lien. The directors may also suspend the
registration of transfers during the fourteen days immediately preceding the ordinary
general meeting in each year. The directors may decline to recognise any instrument of
transfer unless —
(a) a fee not exceeding 13p is paid to the company in respect thereof,
and431

(b) the instrument of transfer is accompanied by the certificate of the
shares to which it relates, and such other evidence as the directors
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Page 196 AT 2 of 1931 c

may reasonably require to show the right of the transferor to
make the transfer.
If the directors refuse to register a transfer of any shares, they shall within two months
after the date on which the transfer was lodged with the company send to the
transferee notice of the refusal.
20. The legal personal representatives of a deceased sole holder of a share shall be the
only persons recognised by the company as having any title to the share. In the case of
a share registered in the names of two or more holders, the survivors or the survivor,
or the legal personal representatives of the deceased survivor, shall be the only persons
recognised by the company as having any title to the share.
21. Any person becoming entitled to a share in consequence of the death or bankruptcy
of a member shall, upon such evidence being produced as may from time to time be
properly required by the directors, have the right, either to be registered as a member
in respect of the share or, instead of being registered himself, to make such transfer of
the share as the deceased or bankrupt person could have made; 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 share by the deceased or bankrupt person
before the death or bankruptcy.
22. 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.
FORFEITURE OF SHARES
23. If a member fails to pay any call or instalment of a call on the day appointed for
payment thereof, the directors may, at any time thereafter during such time as any part
of such call or instalment remains unpaid, serve a notice on him requiring payment of
so much of the call or instalment as is unpaid, together with any interest which may
have accrued.
24. The notice shall name a further day (not earlier than the expiration of fourteen days
from the date of the notice) on or before which the payment required by the notice is to
be made, and shall state that in the event of non-payment at or before the time
appointed the shares in respect of which the call was made will be liable to be forfeited.
25. If the requirements of any such notice as aforesaid are not complied with, any share
in respect of which the notice has been given may at any time thereafter, before the
payment required by the notice has been made, be forfeited by a resolution of the
directors to that effect.
26. A forfeited share may be sold or otherwise disposed of on such terms and in such
manner as the directors think fit, and at any time before a sale or disposition the
forfeiture may be cancelled on such terms as the directors think fit.
27. A person whose shares have been forfeited shall cease to be a member in respect of
the forfeited shares, but shall, notwithstanding, remain liable to pay to the company all
moneys which, at the date of forfeiture, were presently payable by him to the company
Companies Act 1931 FIRST SCHEDULE


c AT 2 of 1931 Page 197

in respect of the shares, but his liability shall cease if and when the company receives
payment in full of the nominal amount of the shares.
28. A statutory declaration in writing that the declarant is a director 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 any sale or disposition thereof and may
execute a transfer of the share in favour of the person to whom the share is sold or
disposed of, and he shall thereupon be registered as the holder of the share, and shall
not be bound to see the application of the purchase money, 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.
29. The provisions of these regulations as to forfeiture shall apply in the case of non-
payment of any sum which, by the terms of issue of a share, becomes payable at a fixed
time, whether on account of the amount of the share, or by way of premium, as if the
same had been payable by virtue of a call duly made and notified.
CONVERSION OF SHARES INTO STOCK
30. The company may by ordinary resolution convert any paid-up shares into stock,
and reconvert any stock into paid-up shares of any denomination.
31. The holders of stock may transfer the same, or any part thereof, in the same
manner, and subject to the same regulations, as, and subject to which, the shares from
which the stock arose might previously to conversion have been transferred, or as near
thereto as circumstances admit; but the directors may from time to time fix the
minimum amount of stock transferable, and restrict or forbid the transfer of fractions of
that minimum, but the minimum shall not exceed the nominal amount of the shares
from which the stock arose.
32. The holders of stock shall, according to the amount of the stock held by them, have
the same rights, privileges, and advantages as regards dividends, voting at meetings of
the company, and other matters as if they held the shares from which the stock arose,
but no such privilege or advantage (except participation in the dividends and profits of
the company) shall be conferred by any such aliquot part of stock as would not, if
existing in shares, have conferred that privilege or advantage.
33. Such of the regulations of the company as are applicable to paid-up shares shall
apply to stock, and the words “share” and “shareholder” therein shall include “stock”
and “stockholder”.
ALTERATION OF CAPITAL
34. The company may from time to time by ordinary resolution increase the share
capital by such sum, to be divided into shares of such amount, as the resolution shall
prescribe.
35. Subject to any direction to the contrary that may be given by the company in
general meeting, all new shares shall, before issue, be offered to such persons as at the
date of the offer are entitled to receive notices from the company of general meetings in
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proportion, as nearly as the circumstances admit, to the amount of the existing shares
to which they are entitled. The offer shall be made by notice specifying the number of
shares offered, and limiting a time within which the offer, if not accepted, will be
deemed to be declined, and after the expiration of that time, or on the receipt of an
intimation from the person to whom the offer is made that he declines to accept the
shares offered, the directors may dispose of those shares in such manner as they think
most beneficial to the company. The directors may likewise so dispose of any new
shares which (by reason of the ratio which the new shares bear to shares held by
persons entitled to an offer of new shares) cannot, in the opinion of the directors, be
conveniently offered under this article.
36. The new shares shall be subject to the same provisions with reference to the
payment of calls, lien, transfer, transmission, forfeiture, and otherwise as the shares in
the original share capital.
37. The company may by ordinary resolution —
(a) Consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares;
(b) Sub-divide its existing shares, or any of them, into shares of
smaller amount than is fixed by the memorandum of association
subject, nevertheless, to the provisions of section 50(1)(d) of the
Act;
(c) Cancel any shares which, at the date of the passing of the
resolution, have not been taken or agreed to be taken by any
person.
38. The company may by special resolution reduce its share capital and any capital
redemption reserve fund in any manner and with, and subject to, any incident
authorised, and consent required, by law.
GENERAL MEETINGS
39. A general meeting shall be held once in every calendar year at such time (not being
more than fifteen months after the holding of the last preceding general meeting) and
place within the Isle of Man or the United Kingdom as may be prescribed by the
company in general meeting, or, in default, at such time in the third month following
that in which the anniversary of the company’s incorporation occurs, and at such place,
as the directors shall appoint. In default of a general meeting being so held, a general
meeting shall be held in the month next following, and may be convened by any two
members in the same manner as nearly as possible as that in which meetings are to be
convened by the directors.
40. The above-mentioned general meetings shall be called ordinary general meetings;
all other general meetings shall be called extraordinary general meetings.
41. The directors may, whenever they think fit, convene an extraordinary general
meeting, and extraordinary general meetings shall also be convened on such
requisition, or, in default, may be convened by such requisitionists, as provided by
section 113 of the Act. If at any time there are not within the Isle of Man or United
Kingdom sufficient directors capable of acting to form a quorum, any director or any
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two members of the company may convene an extraordinary general meeting in the
same manner as nearly as possible as that in which meetings may be convened by the
directors.
NOTICE OF GENERAL MEETINGS
42. Subject to the provisions of section 116(2) of the Act relating to special resolutions,
seven days’ notice at the least (exclusive of the day on which the notice is served or
deemed to be served, but inclusive of the day for which notice is given) specifying the
place, the day, and the hour of meeting and, in case of special business, the general
nature of that business shall be given in manner hereinafter mentioned, or in such
other manner, if any, as may be prescribed by the company in general meeting, to such
persons as are, under the regulations of the company, entitled to receive such notices
from the company; but with the consent of all the members entitled to receive notice of
some particular meeting, that meeting may be convened by such shorter notice and in
such manner as those members may think fit.
43. The accidental omission to give notice of a meeting to, or the non-receipt of a notice
of a meeting by, any member shall not invalidate the proceedings at any meeting.
PROCEEDINGS AT GENERAL MEETINGS
44. All business shall be deemed special that is transacted at an extraordinary meeting,
and all that is transacted at an ordinary meeting, with the exception of sanctioning a
dividend, the consideration of the accounts, balance sheets, and the ordinary report of
the directors and auditors, the election of directors and other officers in the place of
those retiring by rotation, and the fixing of the remuneration of the auditors.
45. No business shall be transacted at any general meeting unless a quorum of
members is present at the time when the meeting proceeds to business; save as herein
otherwise provided, two members personally present shall be a quorum.432

46. If within half an hour from the time appointed for the meeting a quorum is not
present, the meeting, if convened upon the requisition of members, shall be dissolved;
in any other case it shall stand adjourned to the same day in the next week, at the same
time and place, and if at the adjourned meeting a quorum is not present within half an
hour from the time appointed for the meeting the members present shall be a quorum.
47. The chairman, if any, of the board of directors shall preside as chairman at every
general meeting of the company.
48. If there is no such chairman, or if at any meeting he is not present within fifteen
minutes after the time appointed for holding the meeting or is unwilling to act as
chairman, the members present shall choose some one of their number to be chairman.
49. 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 ten days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting. Save as aforesaid it shall
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not be necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting.
50. At any general meeting a resolution put to the vote of the meeting shall be decided
on a show of hands, unless a poll is (before or on the declaration of the result of the
show of hands) demanded by at least three members present in person or by proxy
entitled to vote or by one member or two members so present and entitled, if that
member or those two members together hold not less than 15 per cent. of the paid up
capital of the company, and unless a poll is so demanded, a declaration by the
chairman that a resolution has, on a show of hands, been carried or carried
unanimously, or by a particular majority, or lost, and an entry to that effect in the book
of the proceedings of the company, shall be conclusive evidence of the fact, without
proof of the number or proportion of the votes recorded in favour of, or against, that
resolution.
51. If a poll is duly demanded it shall be taken in such manner as the chairman directs,
and the result of the poll shall be deemed to be the resolution of the meeting at which
the poll was demanded.
52. In the case of an equality of votes, whether on a show of hands or on a poll, the
chairman of the meeting at which the show of hands takes place or at which the poll is
demanded, shall be entitled to a second or casting vote.
53. A poll demanded on the election of a chairman or on a question of adjournment,
shall be taken forthwith. A poll demanded on any other question shall be taken at such
time as the chairman of the meeting directs.
VOTES OF MEMBERS
54. On a show of hands every member present in person shall have one vote. On a poll
every member shall have one vote for each share of which he is the holder.
55. In the case of joint holders the vote of the senior who tenders a vote, whether in
person or by proxy, shall be accepted to the exclusion of the votes of the other joint
holders; and for this purpose seniority shall be determined by the order in which the
names stand in the register of members.
56. A member of unsound mind, or in respect of whom an order has been made by any
court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll,
by his committee, curator bonis, or other person in the nature of a committee or curator
bonis appointed by that court, and any such committee, curator bonis, or other person
may, on a poll, vote by proxy.
57. No member shall be entitled to vote at any general meeting unless all calls or other
sums presently payable by him in respect of shares in the company have been paid.
58. On a poll votes may be given either personally or by proxy.
59. The instrument appointing a proxy shall be in writing under the hand of the
appointer or of his attorney duly authorised in writing, or, if the appointer is a
corporation, either under seal or under the hand of an officer or attorney duly
authorised. A proxy need not be a member of the company.
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60. The instrument appointing a proxy and the power of attorney or other authority, if
any, under which it is signed or a notarially certified copy of that power or authority
shall be deposited at the registered office of the company not less than forty-eight
hours before the time for holding the meeting or adjourned meeting, at which the
person named in the instrument proposes to vote, and in default the instrument of
proxy shall not be treated as valid.
61. An instrument appointing a proxy may be in the following form, or any other form
which the directors shall approve —
“ Company, Limited.
I, ,of , in the county of ,being a
member of the Company,
Limited, hereby appoint , of as my proxy, to vote for me and on my behalf at the
[ordinary or extraordinary, as the case may be] general meeting of the company to be
held on the day of and at any
adjournment thereof.”
Signed this day of
62. The instrument appointing a proxy shall be deemed to confer authority to demand
or join in demanding a poll.
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
63. Any corporation which is a member of the company may by resolution of its
directors or other governing body authorise such person as it thinks fit to act as its
representative at any meeting of the company or of any class of members of the
company, and the person so authorised shall be entitled to exercise the same powers
on behalf of the corporation which he represents as that corporation could exercise if it
were an individual member of the company.
DIRECTORS
64. The number of the directors and the names of the first directors shall be determined
in writing by a majority of the subscribers to the memorandum of association.
65. The remuneration of the directors shall from time to time be determined by the
company in general meeting.
66. The qualification of a director shall be the holding of at least one share in the
company.
POWERS AND DUTIES OF DIRECTORS
67. The business of the company shall be managed by the directors, who may pay all
expenses incurred in getting up and registering the company, and may exercise all
such powers of the company, as are not, by the Act, or by these articles, required to be
exercised by the company in general meeting, subject, nevertheless, to any regulation
of these articles, to the provisions of the Act, and to such regulations, being not
inconsistent with the aforesaid regulations or provisions, as may be prescribed by the
company in general meeting; but no regulation made by the company in general
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meeting shall invalidate any prior act of the directors which would have been valid if
that regulation had not been made.
68. The directors may from time to time appoint one or more of their body to the office
of managing director or manager for such term and at such remuneration (whether by
way of salary, or commission, or participation in profits, or partly in one way and
partly in another) as they may think fit, and a director so appointed shall not, while
holding that office, be subject to retirement by rotation, or taken into account in
determining the rotation or retirement of directors; but his appointment shall be
subject to determination ipso facto if he ceases from any cause to be a director, or if the
company in general meeting resolve that his tenure of the office of managing director
or manager be determined.
69. The amount for the time being remaining undischarged of moneys borrowed or
raised by the directors for the purposes of the company (otherwise than by the issue of
share capital) shall not at any time exceed the issued share capital of the company
without the sanction of the company in general meeting.
70. The directors shall cause minutes to be made in books provided for the purpose —
(a) Of all appointments of officers made by the directors;
(b) Of the names of the directors present at each meeting of the
directors and of any committee of the directors;
(c) Of all resolutions and proceedings at all meetings of the company;
and of the directors, and of committees of directors;
and every director present at any meeting of directors or committee of directors shall
sign his name in a book to be kept for that purpose.
THE SEAL
71. The seal of the company shall not be affixed to any instrument except by the
authority of a resolution of the board of directors, and in the presence of a director and
of the secretary or such other person as the directors may appoint for the purpose; and
that director and the secretary or other person as aforesaid shall sign every instrument
to which the seal of the company is so affixed in their presence.
DISQUALIFICATION OF DIRECTORS
72. The office of director shall be vacated if the director —
(a) ceases to be a director by virtue of section 141 of the Act; or
(b) without the consent of the company in general meeting holds any
other office of profit under the company except that of managing
director or manager; or
(c) becomes bankrupt; or
(d) becomes prohibited from being a director by reason of any order
made under section 208 or 259 of the Act; or
(e) is found lunatic or becomes of unsound mind; or
(f) resigns his office by notice in writing to the company; or
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(g) is directly or indirectly interested in any contract with the
company or participates in the profits of any contract with the
company:
Provided, however, that a director shall not vacate his office by reason of his being a
member of any corporation which has entered into contracts with or done any work for
the company if he shall have declared the nature of his interest in manner required by
section 148 of the Act, but the director shall not vote in respect of any such contract or
work or any matter arising thereout, and if he does so vote his vote shall not be
counted.
ROTATION OF DIRECTORS
73. At the first ordinary general meeting of the company the whole of the directors
shall retire from office, and at the ordinary general meeting in every subsequent year
one-third of the directors for the time being, or, if their number is not three or a
multiple of three, then the number nearest one-third, shall retire from office.
74. The directors to retire in every year shall be those who have been longest in office
since their last election, but as between persons who became directors on the same day
those to retire shall (unless they otherwise agree among themselves) be determined by
lot.
75. A retiring director shall be eligible for re-election.
76. The company at the general meeting at which a director retires in manner aforesaid
may fill up the vacated office by electing a person thereto, and in default the retiring
director shall be deemed to have been re-elected unless at such meeting it is resolved
not to fill up such vacated office.
77. The company may from time to time in general meeting increase or reduce the
number of directors, and may also determine in what rotation the increased or reduced
number is to go out of office.
78. Any casual vacancy occurring in the board of directors may be filled up by the
directors, but the person so chosen shall be subject to retirement at the same time as if
he had become a director on the day on which the director in whose place he is
appointed was last elected a director.
79. The directors shall have power at any time, and from time to time, to appoint a
person as an additional director who shall retire from office at the next following
ordinary general meeting, but shall be eligible for election by the company at that
meeting as an additional director.
80. The company may by extraordinary resolution remove any director before the
expiration of his period of office, and may by an ordinary resolution appoint another
person in his stead. The person so appointed shall be subject to retirement at the same
time as if he had become a director on the day on which the director in whose place he
is appointed was last elected a director.
PROCEEDINGS OF DIRECTORS
81. The directors may meet together for the despatch of business, adjourn, and
otherwise regulate their meetings, as they think fit. Questions arising at any meeting
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shall be decided by a majority of votes. In case of an equality of votes the chairman
shall have a second or casting vote. A director may, and the secretary on the requisition
of a director shall, at any time summon a meeting of the directors.
82. The quorum necessary for the transaction of the business of the directors may be
fixed by the directors, and, unless so fixed, shall when the number of directors exceeds
three be three, and when the number of directors does not exceed three, be two.
83. 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 the
regulations of the company as the necessary quorum of directors, the continuing
directors 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.
84. 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.
85. 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.
86. 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.
87. 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 case
of an equality of votes the chairman shall have a second or casting vote.
88. 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.
DIVIDENDS AND RESERVE
89. The company in general meeting may declare dividends, but no dividend shall
exceed the amount recommended by the directors.
90. 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.
91. No dividend shall be paid otherwise than out of profits.
92. Subject to the rights of persons, if any, entitled to shares with special rights as to
dividends, all dividends shall be declared and paid according to the amounts paid on
the shares, but if and so long as nothing is paid up on any of the shares in the company
dividends may be declared and paid according to the amounts of the shares. No
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amount paid on a share in advance of calls shall, while carrying interest, be treated for
the purposes of this article as paid on the share.
93. The directors may, before recommending any dividend, set aside out of the profits
of the company such sums as they think proper as a reserve or reserves which shall, at
the discretion of the directors, be applicable for meeting contingencies or for equalising
dividends, or for any other purpose to which the profits of the company may be
properly applied, and pending such application may, at the like discretion, either be
employed in the business of the company or be invested in such investments (other
than shares of the company) as the directors may from time to time think fit.
94. If several persons are registered as joint holders of any share any one of them may
give effectual receipts for any dividend or other moneys payable on or in respect of the
share.
95. Any dividend may be paid by cheque or warrant sent through the post to the
registered address of the member or person entitled thereto, or in the case of joint
holders to any one of such joint holders at his registered address or to such person and
such address as the member or person entitled or such joint holders as the case may be
may direct. Every such cheque or warrant shall be made payable to the order of the
person to whom it is sent or to the order of such other person as the member or person
entitled or such joint holders as the case may be may direct.
96. No dividend shall bear interest against the company.
ACCOUNTS
97. The directors shall cause proper books of accounts to be kept with respect to —
— All sums of money received and expended by the company and the matters
in respect of which the receipt and expenditure takes place;
— All sales and purchases of goods by the company; and
— The assets and liabilities of the company.
98. The books of account shall be kept at the registered office of the company, or at
such other place or places as the directors think fit, and shall always be open to the
inspection of the directors.
99. The directors shall from time to time determine whether and to what extent and at
what times and places and under what conditions or regulations the accounts and
books of the company or any of them shall be open to the inspection of members not
being directors, and no member (not being a director) shall have any right of inspecting
any account or book or document of the company except as conferred by statute or
authorised by the directors or by the company in general meeting.
100. The directors shall from time to time in accordance with section 2 of the Companies
Act 1982, cause to be prepared and to be laid before the company in general meeting
such profit and loss accounts, balance sheets and reports as are referred to in that
section.433

101. A copy of every balance sheet (including every document required by law to be
annexed thereto) which is to be laid before the company in general meeting together
with a copy of the auditors’ report shall, not less than seven days before the date of the
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meeting, be sent to all persons entitled to receive notices of general meetings of the
company.
AUDIT
102. Auditors shall be appointed and their duties regulated in accordance with sections
12, 14 and 15 of the Companies Act 1982.434

NOTICES
103. A notice may be given by the company to any member either personally or by
sending it by post to him to his registered address, or (if he has no registered address
within the Isle of Man or the United Kingdom) to the address, if any, within the Isle of
Man or United Kingdom supplied by him to the company for the giving of notices 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.
104. If a member has no registered address within the Isle of Man or United Kingdom
and has not supplied to the company an address within the Isle of Man or United
Kingdom for the giving of notices to him, a notice addressed to him and advertised in a
newspaper circulating in the neighbourhood of the registered office of the company,
shall be deemed to be duly given to him at noon on the day on which the
advertisement appears.
105. A notice may be given by the company to the joint holders of a share by giving the
notice to the joint holder named first in the register of members in respect of the share.
106. A notice may be given by the company to the persons entitled to a share in
consequence of the death or bankruptcy of a member by sending it through the post in
a prepaid letter addressed to them by name, or by the title of representatives of the
deceased, or trustee of the bankrupt, or by any like description, at the address if any,
within the Isle of Man or the United Kingdom 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.
107. Notice of every general meeting shall be given in some manner hereinbefore
authorised to (a) every member except those members who (having no registered
address within the Isle of Man or United Kingdom) have not supplied to the company
an address within the Isle of Man or United Kingdom for the giving of notices to them,
and also to (b) every person entitled to a share in consequence of the death or
bankruptcy of a member, who, but for his death or bankruptcy, would be entitled to
receive notice of the meeting. No other persons shall be entitled to receive notices of
general meetings.

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TABLE B - FORM OF MEMORANDUM OF ASSOCIATION OF

A COMPANY LIMITED BY SHARES

Sections 11 and 341
1st. The name of the company is “The Eastern Steam Packet Company,
Limited.”
2nd. The registered office of the company will be situate in the Isle of Man.
3rd. The objects for which the company is established are, the conveyance of
passengers and goods in ships or boats between such places as the
company may from time to time determine, and the doing all such other
things as are incidental or conducive to the attainment of the above
object.
4th. The liability of the members is limited.
5th. The share capital of the company is two hundred thousand pounds
divided into one thousand shares of two hundred pounds each.
WE, the several persons whose names and addresses are subscribed, are desirous of
being formed into a company, in pursuance of this memorandum of association, and
we respectively agree to take the number of shares in the capital of the company set
opposite our respective names.

Names, Addresses, and Descriptions of Subscribers Number of
Shares taken by
each Subscriber
1. John Jones, of in the parish of
, merchant ....................................................
200
2. John Smith, of in the town of
, merchant ....................................................
25
3. Thomas Green, of in the county of
, merchant ....................................................
30
4. John Thompson, of in the county of
, merchant ....................................................
40
5. Caleb White, of in the county of
, merchant........................................................
15
6. Andrew Brown, of in the county of
, merchant ....................................................
5
7. Caesar White, of in the county of
, merchant ....................................................
10
Total Shares taken 325
Dated the day of 19
Witness to the above signatures,
A.B., No. 13, Hope Street, Castletown

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TABLE C - FORM OF MEMORANDUM AND ARTICLES OF

ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE,

AND NOT HAVING A SHARE CAPITAL

Sections 11 and 341
MEMORANDUM OF ASSOCIATION

1st. The name of the company is “The Kent School Association, Limited.”
2nd. The registered office of the company will be situate in the Isle of Man.
3rd. The objects for which the company is established are the carrying on a
school for boys in the county of Kent and the doing all such other things
as are incidental or conducive to the attainment of the above object.
4th. The liability of the members is limited.
5th. Every member of the company undertakes to contribute to the assets of
the company in the event of its being wound up while he is a member, or
within one year afterwards, for payment of the debts and liabilities of the
company contracted before he ceases to be a member, and the costs,
charges and expenses of winding up, and for the adjustment of the rights
of the contributories among themselves, such amount as may be required
not exceeding ten pounds.
WE, the several persons whose names and addresses are subscribed, are desirous of
being formed into a company, in pursuance of this memorandum of association.
Names, Addresses, and Descriptions of Subscribers
1. John Jones, of in the parish of schoolmaster
2. John Smith, of in the town of schoolmaster
3. Thomas Green, of in the county of schoolmaster
4. John Thompson, of in the county of schoolmaster
5. Caleb White, of in the county of schoolmaster
6. Andrew Brown ,of in the county of schoolmaster
7. Caesar White, of in the county of schoolmaster
Dated the day of 19
Witness to the above signatures,
A.B., No. 13, Hope Street, Castletown.
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ARTICLES OF ASSOCIATION TO ACCOMPANY PRECEDING

MEMORANDUM OF ASSOCIATION

PRELIMINARY
1. In these regulations —
“The Act
” means the Companies Act 1931.
When any provision of the Act is referred to, the reference is to such provision as
modified by any statute for the time being in force.
Unless the context otherwise requires, expressions defined in the Act or any statutory
modification thereof in force at the date at which these regulations become binding on
the company, shall have the meanings so defined.
MEMBERS
2. The number of members with which the company proposes to be registered is 500,
but the directors may from time to time register an increase of members.
3. The subscribers to the memorandum of association and such other persons as the
directors shall admit to membership shall be members of the company.
GENERAL MEETINGS
4. The first general meeting shall be held at such time, not being less than one month
nor more than three months after the incorporation of the company, and at such place,
as the directors may determine.
5. A general meeting shall be held once in every calendar year at such time (not being
more than fifteen months after the holding of the last preceding general meeting) and
place as may be prescribed by the company in general meeting, or, in default, at such
time in the third month following that in which the anniversary of the company’s
incorporation occurs, and at such place as the directors shall appoint. In default of a
general meeting being so held, a general meeting shall be held in the month next
following, and may be convened by any two members in the same manner as nearly as
possible as that in which meetings are to be convened by the directors.
6. The above-mentioned general meetings shall be called ordinary general meetings; all
other general meetings shall be called extraordinary general meetings.
7. The directors may, whenever they think fit, convene an extraordinary general
meeting, and extraordinary general meetings shall also be convened on such
requisition, or, in default, may be convened by such requisitionists as provided by
section 113 of the Act. If at any time there are not within the Isle of Man or United
Kingdom sufficient directors capable of acting to form a quorum, any director or any
two members of the company may convene an extraordinary general meeting in the
same manner as nearly as possible as that in which meetings may be convened by the
directors.
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NOTICE OF GENERAL MEETINGS
8. Subject to the provisions of section 116(2) of the Act relating to special resolutions,
seven days’ notice at the least (exclusive of the day on which the notice is served or
deemed to be served, but inclusive of the day for which notice is given) specifying the
place, the day, and the hour of meeting and, in case of special business, the general
nature of that business shall be given in manner hereinafter mentioned, or in such
other manner, if any, as may be prescribed by the company in general meeting, to such
persons as are, under the regulations of the company, entitled to receive such notices
from the company; but with the consent of all the members entitled to receive notice of
some particular meeting, that meeting may be convened by such shorter notice and in
such manner as those members may think fit.
9. The accidental omission to give notice of a meeting to, or the non-receipt of notice of
a meeting by, any member shall not invalidate the proceedings at any meeting.
PROCEEDINGS AT GENERAL MEETINGS
10. All business shall be deemed special that is transacted at an extraordinary meeting,
and all that is transacted at an ordinary meeting with the exception of the consideration
of the accounts, balance sheets, and the ordinary report of the directors and auditors,
the election of directors and other officers in the place of those retiring by rotation, and
the fixing of the remuneration of the auditors.
11. No business shall be transacted at any general meeting unless a quorum of
members is present at the time when the meeting proceeds to business; save as herein
otherwise provided, three members personally present shall be a quorum.
12. If within half an hour from the time appointed for the meeting a quorum is not
present, the meeting, if convened upon the requisition of members, shall be dissolved;
in any other case it shall stand adjourned to the same day in the next week, at the same
time and place, and if at the adjourned meeting a quorum is not present within half an
hour from the time appointed for the meeting the members present shall be a quorum.
13. The chairman, if any, of the board of directors shall preside as chairman at every
general meeting of the company.
14. If there is no such chairman, or if at any meeting he is not present within fifteen
minutes after the time appointed for holding the meeting or is unwilling to act as
chairman, the members present shall choose some one of their number to be chairman.
15. 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 ten days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting. Save as aforesaid it shall
not be necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting.
16. At any general meeting a resolution put to the vote of the meeting shall be decided
on a show of hands, unless a poll is (before or on the declaration of the result of the
show of hands) demanded by at least two members present in person or by proxy
Companies Act 1931 FIRST SCHEDULE


c AT 2 of 1931 Page 211

entitled to vote and unless a poll is so demanded, a declaration by the chairman that a
resolution has, on a show of hands, been carried, or carried unanimously, or by a
particular majority, or lost, and an entry to that effect in the book of the proceedings of
the company, shall be conclusive evidence of the fact, without proof of the number or
proportion of the votes recorded in favour of, or against, that resolution.
17. If a poll is duly demanded it shall be taken in such manner as the chairman directs,
and the result of the poll shall be deemed to be the resolution of the meeting at which
the poll was demanded.
18. In the case of an equality of votes, whether on a show of hands or on a poll, the
chairman of the meeting at which the show of hands takes place or at which the poll is
demanded, shall be entitled to a second or casting vote.
19. A poll demanded on the election of a chairman, or on a question of adjournment,
shall be taken forthwith. A poll demanded on any other question shall be taken at such
time as the chairman of the meeting directs.
VOTES OF MEMBERS
20. Every member shall have one vote.
21. A member of unsound mind, or in respect of whom an order has been made by any
court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll,
by his committee, curator bonis, or other person in the nature of a committee or curator
bonis appointed by that court, and any such committee, curator bonis, or other person
may, on a poll, vote by proxy.
22. No member shall be entitled to vote at any general meeting unless all moneys
presently payable by him to the company have been paid.
23. On a poll votes may be given either personally or by proxy.
24. The instrument appointing a proxy shall be in writing under the hand of the
appointer or of his attorney duly authorised in writing, or, if the appointer is a
corporation, either under the seal or under the hand of an officer or attorney so
authorised. A proxy need not be a member of the company.
25. The instrument appointing a proxy and the power of attorney or other authority, if
any, under which it is signed, or a notarially certified copy of that power or authority
shall be deposited at the registered office of the company not less than forty-eight
hours before the time for holding the meeting or adjourned meeting at which the
person named in the instrument proposes to vote, and in default the instrument of
proxy shall not be treated as valid.
26. An instrument appointing a proxy may be in the following form, or any other form
which the directors shall approve —
“ Company, Limited.
I, of in the county
of being a member of the
Company, Limited, hereby appoint of
as my proxy to vote for me and on my behalf at the
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[ordinary or extraordinary, as the case may be]
general meeting of the company to
be held on the
day of , and at any adjournment thereof.”
Signed this day of
27. The instrument appointing a proxy shall be deemed to confer authority to demand
or join in demanding a poll.
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
28. Any corporation which is a member of the company may by resolution of its
directors or other governing body authorise such person as it thinks fit to act as its
representative at any meeting of the company, and the person so authorised shall be
entitled to exercise the same powers on behalf of the corporation which he represents
as that corporation could exercise if it were an individual member of the company.
DIRECTORS
29. The number of directors and the names of the first directors shall be determined in
writing by a majority of the subscribers to the memorandum.
30. The remuneration of the directors shall from time to time be determined by the
company in general meeting.
POWERS AND DUTIES OF DIRECTORS
31. The business of the company shall be managed by the directors, who may pay all
expenses incurred in getting up and registering the company, and may exercise all
such powers of the company as are not, by the Act, or by these articles, required to be
exercised by the company in general meeting, subject nevertheless to any regulation of
these articles, to the provisions of the Act, and to such regulations, being not
inconsistent with the aforesaid regulations or provisions, as may be prescribed by the
company in general meeting; but no regulation made by the company in general
meeting shall invalidate any prior act of the directors which would have been valid if
that regulation had not been made.
32. The directors shall cause minutes to be made in books provided for the purpose —
(a) of all appointments of officers made by the directors;
(b) of the names of the directors present at each meeting of the
directors and of any committee of the directors;
(c) of all resolutions and proceedings at all meetings of the company,
and of the directors, and of committees of directors;
and every director present at any meeting of directors or committee of directors shall
sign his name in a book to be kept for that purpose.
THE SEAL
33. The seal of the company shall not be affixed to any instrument except by the
authority of a resolution of the board of directors, and in the presence of a director and
Companies Act 1931 FIRST SCHEDULE


c AT 2 of 1931 Page 213

of the secretary or such other person as the directors may appoint for the purpose; and
that director and the secretary or other person as aforesaid shall sign every instrument
to which the seal of the company is so affixed in their presence.
DISQUALIFICATION OF DIRECTORS
34. The office of director shall be vacated, if the director —
(a) without the consent of the company in general meeting holds any
other office of profit under the company; or
(b) becomes bankrupt; or
(c) becomes prohibited from being a director by reason of any order
made under sections 208 or 259 of the Act; or
(d) is found lunatic or becomes of unsound mind; or
(e) resigns his office by notice in writing to the company; or
(f) is directly or indirectly interested in any contract with the
company and fails to declare the nature of his interest in manner
required by section 148 of the Act.
A director shall not vote in respect of any contract in which he is interested or any
matter arising thereout, and if he does so vote his vote shall not be counted.
ROTATION OF DIRECTORS
35. At the first ordinary general meeting of the company the whole of the directors
shall retire from office, and at the ordinary general meeting in every subsequent year
one-third of the directors for the time being, or, if their number is not three or a
multiple of three, then the number nearest one-third, shall retire from office.
36. The directors to retire in every year shall be those who have been longest in office
since their last election but as between persons who became directors on the same day
those to retire shall (unless they otherwise agree among themselves) be determined by
lot.
37. A retiring director shall be eligible for re-election.
38. The company at the general meeting at which a director retires in manner aforesaid
may fill up the vacated office by electing a person thereto, and, in default, the retiring
director shall be deemed to have been re-elected unless at such meeting it is resolved
not to fill up such vacated office.
39. The company may from time to time in general meeting increase or reduce the
number of directors, and may also determine in what rotation the increased or reduced
number is to go out of office.
40. Any casual vacancy occurring in the board of directors may be filled up by the
directors, but the person so chosen shall be subject to retirement at the same time as if
he had become a director on the day on which the director in whose place he is
appointed was last elected a director.
41. The directors shall have power at any time, and from time to time, to appoint a
person as an additional director who shall retire from office at the next following
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ordinary general meeting, but shall be eligible for election by the company at that
meeting as an additional director.
42. The company may by extraordinary resolution remove any director before the
expiration of his period of office, and may by an ordinary resolution appoint another
person in his stead. The person so appointed shall be subject to retirement at the same
time as if he had become a director on the day on which the director in whose place he
is appointed was last elected a director.
PROCEEDINGS OF DIRECTORS
43. The directors may meet together for the despatch of business, adjourn, and
otherwise regulate their meetings, as they think fit. Questions arising at any meeting
shall be decided by a majority of votes. In case of an equality of votes the chairman
shall have a second or casting vote. A director may, and the secretary on the requisition
of a director shall, at any time summon a meeting of the directors.
44. The quorum necessary for the transaction of the business of the directors may be
fixed by the directors, and unless so fixed shall, when the number of directors exceeds
three, be three, and shall, when the number of directors does not exceed three, be two.
45. 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 the
regulations of the company as the necessary quorum of directors, the continuing
directors 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.
46. 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.
47. 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 them by the directors.
48. 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.
49. 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 case
of an equality of votes the chairman shall have a second or casting vote.
50. 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 directors or persons 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.
Companies Act 1931 FIRST SCHEDULE


c AT 2 of 1931 Page 215

ACCOUNTS
51. The directors shall cause proper books of account to be kept with respect to —
— All sums of money received and expended by the company and
the matter in respect of which the receipt and expenditure takes
place;
— All sales and purchases of goods by the company; and
— The assets and liabilities of the company.
52. The books of account shall be kept at the registered office of the company, or at
such other place or places as the directors think fit, and shall always be open to the
inspection of the directors.
53. The directors shall from time to time determine whether and to what extent, and at
what times and places, and under what conditions or regulations, the accounts and
books of the company or any of them shall be open to the inspection of members not
being directors, and no member (not being a director) shall have any right of inspecting
any account or book or document of the company except as conferred by statute or
authorised by the directors or by the company in general meeting.
54. The directors shall from time to time in accordance with section 2 of the Companies
Act 1982, cause to be prepared and to be laid before the company in general meeting
such profit and loss accounts, balance sheets and reports, as are referred to in that
section.435

55. A copy of every balance sheet (including every document required by law to be
annexed thereto) which is to be laid before the company in general meeting together
with a copy of the auditor’s report shall, not less than seven days before the date of the
meeting, be sent to all persons entitled to receive notices of general meetings of the
company.
AUDIT
56. Auditors shall be appointed and their duties regulated in accordance with sections
12, 14 and 15 of the Companies Act 1982.436

NOTICES
57. A notice may be given by the company to any member either personally or by
sending it by post to him to his registered address, or (if he has no registered address
within the Isle of Man or United Kingdom) to the address, if any, within the Isle of
Man or United Kingdom supplied by him to the company for the giving of notices to
him. Where a notice is sent by post, service of the notice shall be deemed to be effected
by properly addressing, prepaying, and posting a letter containing the notice, and to
have been effected at the expiration of 24 hours after the letter containing the same was
posted.
58. If a member has no registered address within the Isle of Man or United Kingdom
and has not supplied to the company an address within the Isle of Man or United
Kingdom for the giving of notices to him, a notice addressed to him and advertised in a
newspaper circulating in the neighbourhood of the registered office of the company,
FIRST SCHEDULE
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Page 216 AT 2 of 1931 c

shall be deemed to be duly given to him on the day on which the advertisement
appears.
59. Notice of every general meeting shall be given in some manner hereinbefore
authorised to every member except those members who (having no registered address
within the Isle of Man or United Kingdom) have not supplied to the company an
address within the Isle of Man or United Kingdom for the giving of notices to them. No
other persons shall be entitled to receive notices of general meetings.
Names, Addresses, and Descriptions of Subscribers
1. John Jones, of in the parish of schoolmaster
2. John Smith, of in the town of schoolmaster
3. Thomas Green, of in the county of schoolmaster
4. John Thompson, of in the county of schoolmaster
5. Caleb White, of in the county of schoolmaster
6. Andrew Brown ,of in the county of schoolmaster
7. Caesar White, of in the county of schoolmaster
Dated the day of 19
Witness to the above signatures,
A.B., No. 13, Hope Street, Castletown.
TABLE D - MEMORANDUM AND ARTICLES OF

ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE,

AND HAVING A SHARE CAPITAL

Sections 11 and 341
MEMORANDUM OF ASSOCIATION

1st. The name of the company is “The Highland Hotel Company, Limited.”
2nd. The registered office of the company will be situate in the Isle of Man.
3rd. The objects for which the company is established are the facilitating
travelling in the Highlands of Scotland, by providing hotels and
conveyances by sea and by land for the accommodation of travellers, and
the doing of all such other things as are incidental or conducive to the
attainment of the above object.
4th. The liability of the members is limited.
5th. Every member of the company undertakes to contribute to the assets of
the company in the event of its being wound up while he is a member, or
within one year afterwards, for payment of the debts and liabilities of the
company, contracted before he ceases to be a member, and the costs,
charges and expenses of winding up the same and for the adjustment of
the rights of the contributories amongst themselves, such amount as may
be required, not exceeding twenty pounds.
Companies Act 1931 FIRST SCHEDULE


c AT 2 of 1931 Page 217

6th. The share capital of the company shall consist of five hundred thousand
pounds, divided into five thousand shares of one hundred pounds each.
WE, the several persons whose names and addresses are subscribed, are desirous of
being formed into a company, in pursuance of this memorandum of association, and
we respectively agree to take the number of shares in the capital of the company set
opposite our respective names.

Names, Addresses, and Descriptions of Subscribers Number of
Shares taken by
each Subscriber
1. John Jones, of in the parish of
, merchant ....................................................

200
2. John Smith, of in the town of
, merchant ....................................................

25
3. Thomas Green, of in the county of
, merchant ....................................................

30
4. John Thompson, of in the county of
, merchant ....................................................

40
5. Caleb White, of in the county of
, merchant........................................................

15
6. Andrew Brown, of in the county of
, merchant ....................................................

5
7. Caesar White, of in the county of
, merchant ....................................................

10
Total Shares taken 325

Dated the day of 19
Witness to the above signatures,
A.B., No. 13, Hope Street, Castletown.
ARTICLES OF ASSOCIATION TO ACCOMPANY PRECEDING

MEMORANDUM OF ASSOCIATION

1. The Articles of Table A set out in the First Schedule to the Companies Act 1931, shall
be the articles of association of the company and apply to the company.

Names, Addresses, and Descriptions of Subscribers
1. John Jones, of in the parish of merchant
2. John Smith, of in the town of merchant
3. Thomas Green, of in the county of merchant
4. John Thompson, of in the county of merchant
5. Caleb White, of in the county of merchant
6. Andrew Brown ,of in the county of merchant
7. Caesar White, of in the county of merchant
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Dated the day of 19
Witness to the above signatures,
A.B., No. 13, Hope Street, Castletown.

Companies Act 1931 FIRST SCHEDULE


c AT 2 of 1931 Page 219

TABLE E - MEMORANDUM AND ARTICLES OF

ASSOCIATION OF AN UNLIMITED COMPANY HAVING A

SHARE CAPITAL

Sections 11 and 341
MEMORANDUM OF ASSOCIATION

1st. The name of the company is “The Patent Stereotype Company.”
2nd. The registered office of the company will be situate in the Isle of Man.
3rd. The objects for which the company is established are the working of a
patent method of founding and casting stereotype plates, of which
method John Smith, of London, is the sole patentee, and the doing of all
such things as are incidental or conducive to the attainment of the above
objects.
WE, the several persons whose names are subscribed, are desirous of being formed
into a company, in pursuance of this memorandum of association, and we respectively
agree to take the number of shares in the capital of the company set opposite our
respective names.

Names, Addresses, and Descriptions of Subscribers Number of
Shares taken
by each
Subscriber
1. John Jones, of in the parish of merchant 3
2. John Smith, of in the county of merchant 2
3. Thomas Green, of in the county of merchant 1
4. John Thompson, of in the county of merchant 2
5. Caleb White, of in the county of merchant 2
6. Andrew Brown ,of in the county of merchant 1
7. Caesar White, of in the county of merchant 1
Total Shares Taken
12
Dated the day of 19
Witness to the above signatures,
A.B., No. 20, Bond Street, Douglas.

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ARTICLES OF ASSOCIATION TO ACCOMPANY THE

PRECEDING MEMORANDUM OF ASSOCIATION

1. The share capital of the company is two thousand pounds divided into twenty
shares of one hundred pounds each.
2. The company may by special resolution —
(a) increase the share capital by such sum to be divided into shares of
such amount as the resolution may prescribe;
(b) consolidate its shares into shares of a larger amount than its
existing shares;
(c) sub-divide its shares into shares of a smaller amount than its
existing shares;
(d) cancel any shares which at the date of the passing of the
resolution have not been taken or agreed to be taken by any
person;
(e) reduce its share capital in any way.
3. The Articles of Table A set out in the First Schedule to the Companies Act 1931 (other
than Articles 30, 31, 32, 33, 34, 37 and 38) shall be deemed to be incorporated with these
articles and shall apply to the company.

Names, Addresses, and Descriptions of Subscribers
1. John Jones, of in the parish of merchant
2. John Smith, of in the county of merchant
3. Thomas Green, of in the county of merchant
4. John Thompson, of in the county of merchant
5. Caleb White, of in the county of merchant
6. Andrew Brown ,of in the county of merchant
7. Caesar White, of in the county of merchant
Dated the day of 19
Witness to the above signatures,
A.B., No. 20, Bond Street, Douglas.

Companies Act 1931 SECOND SCHEDULE


c AT 2 of 1931 Page 221

SECOND SCHEDULE
437

THIRD SCHEDULE
438

FOURTH SCHEDULE
439

FIFTH SCHEDULE
440

SIXTH SCHEDULE
441


SCHEDULE 6A
Companies Act 1931


Page 222 AT 2 of 1931 c

SCHEDULE 6A
442

[Section 118A]
WRITTEN RESOLUTIONS OF PRIVATE COMPANIES

PART I — INTERPRETATION

1. In this Schedule, “the 1992 Act
” means the Companies Act 1992.
PART II — EXCEPTIONS

2. Section 118A of this Act does not apply to —
(a) a resolution under section 141A of this Act removing a director
before the expiration of his period of office, or
(b) a resolution under section 13 of the 1982 Act removing an auditor
before the expiration of his term of office.
PART III — ADAPTATION OF PROCEDURAL

REQUIREMENTS

INTRODUCTORY
3. (1) In this Part of this Schedule (which adapts certain requirements of the
1992 Act in relation to proceedings under section 118A of this Act) —
(a) a “written resolution
” means a resolution agreed to, or proposed
to be agreed to, in accordance with that section, and
(b) a “relevant member
” means a member by whom, or on whose
behalf, the resolution is required to be signed in accordance with
that section.
(2) A written resolution is not effective if any of the requirements of this
Part of this Schedule is not complied with.
4. [Repealed]443

SECTIONS 11, 12 AND 14 OF THE 1992 ACT (AUTHORITY FOR OFF-
MARKET PURCHASE OR CONTINGENT PURCHASE CONTRACT OF
COMPANY’S OWN SHARES)
5. (1) The following adaptations have effect in relation to a written
resolution —
(a) conferring authority to make an off-market purchase of the
company’s own shares under section 11(5) of the 1992 Act,
Companies Act 1931 SEVENTH SCHEDULE


c AT 2 of 1931 Page 223

(b) conferring authority to vary a contract for an off-market purchase
of the company’s own shares under section 11(11) of the 1992 Act,
or
(c) varying, revoking or renewing any such authority under section
11(6) of the 1992 Act.
(2) Section 11(9) of the 1992 Act (resolution ineffective if passed by exercise
of voting rights by member holding shares to which the resolution relates) does not
apply; but for the purposes of section 118A(l) of this Act a member holding shares to
which the resolution relates shall not be regarded as a member who would be entitled
to attend and vote.
(3) Section 11(10) of the 1992 Act (documents to be available at company’s
registered office and at meeting) does not apply, but the documents referred to in that
provision and, where that provision applies by virtue of subsection (11) of that section
the further documents referred to in that provision must be supplied to each relevant
member at or before the time at which the resolution is supplied to him for signature.
(4) The above adaptations also have effect in relation to a written resolution
to which the provisions of section 11(6) to (12) of the 1992 Act apply by virtue of —
(a) section 12(3) of that Act (authority for contingent purchase
contract), or
(b) section 14(3) of that Act (approval of release of rights under
contract approved under section 11 or 12 of that Act).
SECTION 19 OF THE 1992 ACT (APPROVAL FOR PAYMENT OUT OF
CAPITAL)
6. (1) The following adaptations have effect in relation to a written resolution
giving approval under section 19(2) of the 1992 Act (redemption or purchase of
company’s own shares out of capital).
(2) Section 19(7) of the 1992 Act (resolution ineffective if passed by exercise
of voting rights by member holding shares to which the resolution relates) does not
apply; but for the purposes of section 118A(l) of this Act a member holding shares to
which the resolution relates shall not be regarded as a member who would be entitled
to attend and vote.
(3) Section 19(8) of the 1992 Act (documents to be available at company’s
registered office and at meeting) does not apply, but the documents referred to in that
provision must be supplied to each relevant member at or before the time at which the
resolution is supplied to him for signature.
SEVENTH SCHEDULE
444


EIGHTH SCHEDULE
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Page 224 AT 2 of 1931 c

EIGHTH SCHEDULE

[Section 246A]
PROVISIONS WHICH DO NOT APPLY IN THE CASE OF A WINDING UP

SUBJECT TO SUPERVISION OF THE COURT

Statement of Companies affairs to be submitted to Official Receiver.
Report by Official Receiver.
Power of Court to appoint Liquidator.
Appointment and powers of provisional Liquidator.
Appointment, style, etc, of Liquidators winding up.
Provisions where person other than Official Receiver is appointed Liquidator.
General provisions as to Liquidators.
Exercise and control of Liquidators’ powers.
Books to be kept by Liquidator.
Payments of Liquidator into Court.
Audit of Liquidators’ accounts.
Control of Court over Liquidators.
Release of Liquidators.
Meeting of creditors and contributories to determine whether committee of inspection
shall be appointed.
Constitution and proceedings of committee of inspection.
Powers of Court where no committee of inspection.
Appointment of special manager.
Power to order public examination of promoters, directors, etc
Power to restrain fraudulent persons from managing companies.
Delegation to Liquidator of certain powers of Court.
Power to appoint Official Receiver as Receiver for debenture holders or creditors.
NINTH SCHEDULE
445


Companies Act 1931 TENTH SCHEDULE


c AT 2 of 1931 Page 225

TENTH SCHEDULE

PROVISIONS REFERRED TO IN SECTION 326 OF THE ACT
446

Provisions relating to —
Conclusiveness of certificate of incorporation;
Specific requirements as to particulars in prospectus;
Return as to allotments;
Registration of charges created by company registered;
Duty of company to register charges created by company;
Duty of company to register charges existing on property acquired;
Application of Part III to companies incorporated outside the Isle of Man;
Restrictions on commencement of business;
The particulars as to directors and indebtedness of the company;
Statutory meeting and statutory report;
Auditors’ report and right to information and explanations;
Restrictions on appointment or advertisement of director;
Notice by liquidator of his appointment;
Delivery to Department of accounts of receivers and managers;
Documents, etc, to be delivered to Department by companies carrying on
business in the Isle of Man;
Return to be delivered to Department where documents etc, altered;
Balance sheet of company carrying on business in the Isle of Man;
Obligation to state name of company, etc
Companies Act 1931 Endnotes


c AT 2 of 1931 Page 227

ENDNOTES

Table of Legislation History

Legislation Year and No Commencement






Table of Renumbered Provisions

Original Current






Table of Endnote References

1
Subs(1) amended by Companies Act 1986 s 9. 2
Subs (3) added by Single Member Companies Act 1993 Sch. 3
Para (b) substituted by Companies Act 1974 s 11. 4
Subs (1) amended by International Business Act 1994 s 16. 5
Para (a) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 6
Subpara (i) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 7
Subpara (ii) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 8
Subs (11) amended by Fees and Duties Act 1989 Sch 2, by Companies (Transfer of
Functions) Act 2000 Schs 1 and 2 and by SD155/10 Sch 2. 9
Subs (12) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 10
S 5 substituted by Companies Act 1982 s 28. 11
Subss (2) and (3) repealed by Companies Act 1992 Sch 1. 12
S 12 amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by SD155/10
Sch 2. 13
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Schs 1 and 3 and
by SD155/10 Sch 2. 14
Subs (1) amended by Companies Act 1986 s 10, by Companies (Transfer of Functions)
Act 2000 Sch 1 and by SD155/10 Sch 2. 15
Subss (2) and (3) repealed by Companies Act 1986 s 10.
Endnotes Companies Act 1931


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16
Subs (1) amended by Companies, etc. (Amendment) Act 2003 Sch 1. 17
Subs (2) amended by Companies (Transfer of Functions) Act 2000 Sch 1, by
Interpretation Act 1976 s 16A and by SD155/10 Sch 2. 18
S 16A inserted by Companies Act 2006 Sch 1. Subs (4) amended by SD155/10 Sch 2 19
S 17 substituted by Company and Business Names etc Act 2012 Sch. 20
Subs (1) amended by Companies Act 1982 Sch 2. 21
Subs (2) amended by Companies Act 1982 Sch 2. 22
Subs (2A) inserted by Companies Act 1986 s 11. 23
Subs (3) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 24
Subs (4) amended by Companies Act 1982 Sch 2, by Companies (Transfer of
Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 25
Subs (6) added by Companies Act 1992 s 29. 26
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 1, by SD155/10
Sch 2 and by Company and Business Names etc Act 2012 Sch. 27
Subss (2) to (2B) repealed by Company and Business Names etc Act 2012 Sch. 28
Subs (3) amended by Companies Act 1982 Sch 2, by Companies (Transfer of
Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 29
Subs (4) amended by Companies Act 1992 Sch 1, by Companies (Transfer of
Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 30
Subs (1) amended by Companies Act 1992 Sch 2. 31
Subs (3) added by Companies, etc. (Amendment) Act 2003 Sch 1. 32
Subs (1) substituted by Companies Act 1986 s 13. 33
Subs (2) repealed by Companies, etc. (Amendment) Act 2003 Sch 2. 34
Subs (1) amended by Companies (Amendment) Act 2009 s 6(3). 35
Subs (3) amended by Companies Act 1986 s 13. 36
S 28 amended by Companies Act 1986 s 9 and by Single Member Companies Act
1993 Sch. 37
S 29 substituted by Companies Act 1992 Sch 2. 38
S 29A inserted by Companies Act 1992 Sch 2. 39
S 29B inserted by Companies Act 1992 Sch 2. 40
Subs (1) amended by Companies Act 1992 Sch 2. 41
S 34 substituted by Companies Act 1968 s 2. 42
Subs (1) substituted by Companies (Amendment) Act 2009 s 1(1). 43
Subs (2) substituted by Companies (Amendment) Act 2009 s 1(1). 44
Subs (3) amended by Companies Act 1982 Sch 2 and by Companies (Amendment)
Act 2009 s 1(2). 45
Subs (6) repealed by Companies (Amendment) Act 2009 s 1(3). 46
S 35 substituted by Companies Act 1968 s 2. 47
S 36 repealed by Companies (Amendment) Act 2009 s 2. 48
Subs (2) amended by Companies Act 1982 Sch 2. 49
S 37 substituted by Companies Act 1968 s 2.
Companies Act 1931 Endnotes


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50
Subs (1) substituted by Companies (Amendment) Act 2009 s 3 and amended by
SD155/10 Sch 2. 51
Subs (3) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 52
S 38 substituted by Companies Act 1968 s 2. Subs (4) amended by Companies
(Transfer of Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 53
S 38A repealed by Companies Act 1992 s 31. 54
S 38B inserted by Companies Act 1968 s 2. 55
Para (a) amended by Companies Act 1982 Sch 2. 56
S 38C inserted by Companies Act 1968 s 2. 57
S 38D inserted by Companies Act 1968 s 2. 58
Subs (1) amended by SD155/10 Sch 2. 59
Subs (2) amended by SD155/10 Sch 2. 60
Subs (3) amended by SD155/10 Sch 2. 61
S 38DA inserted by Companies (Amendment) Act 2009 s 4. 62
S 38E inserted by Companies Act 1968 s 2. 63
S 40 repealed by Companies (Amendment) Act 2009 s 6(1). 64
Subs (1) amended by Companies Act 1992 s 31. 65
Para (a) amended by Companies Act 1986 Sch 1. 66
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 1, by
Companies, etc. (Amendment) Act 2003 Sch 2 and by SD155/10 Sch 2. Para (b)
substituted by Companies Act 1992 Sch 1. 67
Subs (1A) inserted by Banking Act 1998 Sch 1. 68
Subs (2) repealed by Companies Act 1992 Sch 1. 69
Subs (3) amended by Companies Act 1982 Sch 2 and Sch 3. 70
S 42A inserted by Companies Act 1992 Sch 6. 71
Subpara (ii) amended by Companies (Transfer of Functions) Act 2000 Sch 1, by
Companies (Amendment) Act 2009 s 6(4) and by SD155/10 Sch 2. 72
Subs (2) amended by Companies Act 1986 Sch 1. 73
Subs (5) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 74
S 45 repealed by Companies Act 1992 s 6. 75
Subs (2) amended by Companies Act 1992 Sch 6. 76
S 46 substituted by Companies Act 1982 s 30. 77
Para (a) amended by Companies Act 1986 s 14. 78
Subs (1) amended by Companies, etc. (Amendment) Act 2003 Sch 1. 79
S 46A inserted by Companies Act 1982 s 30. Subs (8) amended by Companies
(Transfer of Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 80
S 48 amended by Companies Act 1986 Sch 2. Para (4) added by Companies Act 1986 s
15. 81
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2.
Endnotes Companies Act 1931


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82
Subs (1A) inserted by Banking Act 1998 Sch 1. 83
S 51 amended by SD155/10 Sch 2. 84
Subs (1) amended by Companies Act 1982 s 24, by Companies (Transfer of Functions)
Act 2000 Sch 1 and by SD155/10 Sch 2. 85
Subs (2) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 86
Para (b) amended by Treasury Act 1985 Sch 2. 87
Para (c) amended by Treasury Act 1985 Sch 2. 88
Para (d) amended by Treasury Act 1985 Sch 2. 89
Para (e) amended by Treasury Act 1985 Sch 2. 90
Subs (2) amended by Companies Act 1982 Sch 2. 91
S 55 repealed by Companies Act 1968 s 3. 92
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 1, by
Interpretation Act 1976 s 16A and by SD155/10 Sch 2. 93
Subs (4) amended by Companies (Transfer of Functions) Act 2000 Schs 1 and 3, by
Interpretation Act 1976 s 16A and by SD155/10 Sch 2. 94
Subs (5) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 95
Subs (1) amended by SD642/96. 96
Subs (2) substituted by Companies Act 1986 s 16. 97
S 64 amended by SD642/96. 98
Subs (2) amended by Companies Act 1982 Sch 2. 99
Subs (2) amended by Companies Act 1982 Sch 2. 100
S 69 amended by Stock Exchange (Completion of Bargains) (Isle of Man) Act 1979 s
2. 101
Definition of “bearer share” amended by Companies (Prohibition of Bearer Shares)
Act 2011 Sch 2. 102
Section 70A inserted by Companies (Prohibition of Bearer Shares) Act 2011, s. 3. 103
S 71 substituted by Companies (Prohibition of Bearer Shares) Act 2011 s. 4. 104
Subs (1) amended by Companies (Prohibition of Bearer Shares) Act 2011 Sch. 2. 105
S 72 substituted by Companies, etc. (Amendment) Act 2003 s 4. 106
S 73 repealed by Companies (Prohibition of Bearer Shares) Act 2011 Sch 2. 107
Subs (2) amended by Statute Law Revision Act 1997 Sch 1. 108
Subs (3) amended by Statute Law Revision Act 1997 Sch 1. 109
Subs (5) amended by Fees and Duties Act 1989 Sch 2. 110
Heading amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 111
Subs (1) amended by Companies Act 1982 s 25, by Companies (Transfer of
Functions) Act 2000 Sch 1, by Companies (Amendment) Act 2009 s 8(a) and by
SD155/10 Sch 2. 112
Para (h) substituted by Companies Act 1974 s 13. 113
Para (i) amended by Design Right Act 1991 Sch.
Companies Act 1931 Endnotes


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114
Subs (2A) inserted by Design Right Act 1991 Sch. 115
Subs (2B) inserted by Companies (Amendment) Act 2009 s 8(b). 116
Subs (3) substituted by Companies (Amendment) Act 2009 s 8(c). 117
Subs (3AA) inserted by Companies (Amendment) Act 2009 s 8(c) and amended by
SD155/10 Sch 2. 118
Subs (3AB) inserted by Companies (Amendment) Act 2009 s 8(c). 119
Subs (3A) inserted by Limited Liability Companies Act 1996 s 52. 120
Subs (4) amended by Companies (Amendment) Act 2009 s 8(d). 121
Subs (7) amended by Companies Act 1982 s 25, by Companies (Transfer of
Functions) Act 2000 Sch 1, by Companies (Amendment) Act 2009 s 8(e) and by
SD155/10 Sch 2. 122
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 123
Subs (2) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 124
Subs (3) amended by Companies Act 1982 Sch 2,d by Companies (Transfer of
Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 125
Subs (1) amended by Companies Act 1961 s 6, by Companies Act 1982 s 26, by
Companies (Transfer of Functions) Act 2000 Sch 1, by Companies (Amendment) Act
2009 s 9 and by SD155/10 Sch 2. 126
Subs (1) amended by Fees and Duties Act 1989 Sch 2, by Companies (Transfer of
Functions) Act 2000 Schs 1 and 2 and by SD155/10 Sch 2. 127
Subs (2) amended by Companies (Transfer of Functions ) Act 2000 Schs 1 and 3 and
by SD155/10 Sch 2. 128
Subs (3) amended by Fees and Duties Act 1989 Sch 2 and by Companies (Transfer of
Functions) Act 2000 Sch 2. 129
S 82 amended by SD155/10 Sch 2. Subs (4) repealed by Companies, etc.
(Amendment) Act 2003 Sch 2. 130
S 82A inserted by Companies Act 1992 Sch 1. 131
Subs (1) amended by Companies, etc. (Amendment) Act 2003 Sch 1. 132
Subs (2) amended by Companies Act 1982 Sch 2. 133
S 84 amended by Companies (Transfer of Functions) Act 2000 Sch 1, by
Interpretation Act 1976 s 16A and by SD155/10 Sch 2. 134
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 1, by
Interpretation Act 1976 s 16A and by SD155/10 Sch 2. Subpara (iii) amended by
SD155/10 Sch 2. 135
Subs (2) amended by SD155/10 Sch 2. 136
S 85A inserted by Companies, etc. (Amendment) Act 2003 s 5. 137
Subs (1) amended by Fees and Duties Act 1989 Sch 2, by Companies (Transfer of
Functions) Act 2000 Schs 1 and 2 and by SD155/10 Sch 2. 138
Subs (2) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 139
Subs (3) amended by Companies Act 1982 Sch 2.
Endnotes Companies Act 1931


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140
Subs (1) amended by Companies (Prohibition of Bearer Shares) Act 2011 Sch 2. 141
Subs (1) amended by Fees and Duties Act 1989 Sch 2, by Companies (Transfer of
Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 142
Subs (1) amended by Companies Act 1992 Sch 1, by Companies (Transfer of
Functions) Act 2000 Sch 1, by Interpretation Act 1976 s 16A, by Companies
(Amendment) Act 2009 s 10(a), by SD155/10 Sch 2 and by Foreign Companies Act 2014
Sch. 143
Subs (1A) inserted by Companies (Amendment) Act 2009 s 10(b). 144
Subs (2) added by Companies Act 1986 Sch 1. 145
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 146
Subs (2) amended by Fees and Duties Act 1989 Sch 2, by Companies (Transfer of
Functions) Act 2000 Schs 1 and 2, by Interpretation Act 1976 s 16A and by SD155/10 Sch
2. 147
Subs (3) amended by Companies Act 1982 Sch 2. 148
S 93 repealed by Companies Act 1982 s 22. 149
Subs (2) amended by Financial Services Act 2008 Sch 6. 150
S 94 substituted by Companies, etc. (Amendment) Act 2003 s 6. 151
Subs (1) amended by Companies, etc. (Amendment) Act 2003 Sch 1. 152
S 94A inserted by Companies Act 1986 s 17. 153
Para (c) repealed by Companies Act 1992 s 31. 154
Para (a) repealed by Companies (Amendment) Act 2009 s 6(5). 155
Para (c) repealed by Companies Act 1992 s 31. 156
Subs (3) repealed by Companies Act 1992 s 31. 157
Subs (4) substituted by Companies Act 1992 s 31. 158
Subs (6) amended by Companies Act 1982 Sch 2. 159
Para (a) amended by Companies Act 1992 Sch 2 and by Companies, etc.
(Amendment) Act 2003 Sch 1. 160
Subs (1) amended by Companies Act 1992 Sch 2, by Companies (Transfer of
Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 161
Subs (1A) inserted by Companies Act 1992 Sch 2. 162
Subs (1B) inserted by Companies Act 1992 Sch 2 and amended by Companies
(Transfer of Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 163
S 96A inserted by Single Member Companies Act 1993 Sch. 164
Subs (2A) inserted by Companies Act 1992 Sch 2. 165
S 98 repealed by Companies (Prohibition of Bearer Shares) Act 2011 Sch 2. 166
Subs (1) amended by Companies Act 1992 Sch 2 and by International Business Act
1994 s 16. 167
Subs (2) amended by Companies Act 1992 Sch 2. 168
S 99A inserted by Companies Act 1992 Sch 2. 169
Subs (4) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2.
Companies Act 1931 Endnotes


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170
S 102 amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 171
Subs (1) substituted by Companies Act 1992 Sch 2. 172
Subs (2) amended by Companies Act 1992 Sch 2, by Companies (Transfer of
Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 173
Subs (4) substituted by Companies Act 1992 Sch 2. 174
Subs (1) amended by Companies Act 1992 Sch 2. 175
Subs (2) amended by Companies Act 1992 Sch 2. 176
Subs (3) amended by Companies Act 1992 Sch 2. 177
Subs (4) amended by Companies Act 1992 Sch 2. 178
Subs (5) amended by Companies Act 1992 Sch 2. 179
Subs (6) amended by Companies Act 1992 Sch 2. 180
Subs (1) amended by Companies Act 1982 Sch 2, by Treasury Act 1985 Sch 2 and by
Companies Act 1992 Sch 2. 181
Subs (2) repealed by Companies Act 1992 Sch 2. 182
Subs (1) substituted by Companies Act 1992 Sch 2. 183
Subs (2) amended by Companies Act 1986 s 18, by Companies (Transfer of
Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 184
Para (d) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 185
Subs (3) substituted by Companies Act 1986 s 18. 186
Subs (4) substituted by Companies Act 1986 s 18. 187
Subs (5) amended by Companies Act 1992 Sch 2. 188
Subs (6) added by Companies Act 1986 s 18. 189
Subs (1) amended by Companies Act 1986 s 18 and by Companies Act 1992 Sch 2.
Para (c) added by Corporate Service Providers Act 2000 Sch 3. 190
Subs (2) amended by Companies Act 1986 Sch 1, by Companies (Transfer of
Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 191
Subs (1) substituted by Companies Act 1992 Sch 2 and amended by Companies
(Transfer of Functions) Act 2000 Sch 1, by Companies, etc. (Amendment) Act 2003 Sch
1 and by SD155/10 Sch 2. 192
Subs (1A) inserted by Companies Act 1992 Sch 2. 193
Subs (3) amended by Companies Act 1982 s 32. 194
Subs (3A) inserted by Timeshare Act 1996 s 5. Para (b) amended by Companies
(Transfer of Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 195
Subs (3B) inserted by Timeshare Act 1996 s 5. 196
S 110 amended by Companies Act 1986 s 13. 197
Subs (1) amended by Companies Act 1974 s 15. 198
S 112 repealed by Companies Act 1992 s 31. 199
Para (a) amended by Companies Act 1992 Sch 2. 200
Para (d) substituted by Companies Act 1986 s 9. 201
S 114A inserted by Single Member Companies Act 1993 Sch.
Endnotes Companies Act 1931


Page 234 AT 2 of 1931 c

202
Subs (1) amended by Companies Act 1982 s 27, by Companies (Transfer of
Functions) Act 2000 Sch 1, by Interpretation Act 1976 s 16A and by SD155/10 Sch 2. 203
Subs (3) amended by Decimal Currency (Isle of Man) Act 1970 s 9. 204
Para (c) amended by Companies Act 1986 Sch 1. 205
Para (f) added by SD642/96. 206
Para (g) added by SD642/96. 207
S 118A inserted by Companies Act 1992 Sch 3. 208
Subs (1) amended by Companies, etc. (Amendment) Act 2003 Sch 1. 209
S 118B inserted by Companies Act 1992 Sch 3. 210
S 118C inserted by Companies Act 1992 Sch 3. 211
S 119A inserted by Companies Act 1992 Sch 3. 212
S 119B inserted by Single Member Companies Act 1993 Sch. 213
Subs (2) amended by Decimal Currency (Isle of Man) Act 1970 s 9. 214
Ss 121 to 126 repealed by Companies Act 1982 Sch 3. 215
Ss 128 and 129 repealed by Companies Act 1982 Sch 3. 216
S 130 repealed by Insurance Act 2008 Sch 9. 217
Ss 131 to 133 repealed by Companies Act 1982 Sch 3. 218
Subs (3) substituted by Companies Act 1986 s 19. 219
Subs (4) substituted by Companies Act 1986 s 19. 220
Subs (4A) inserted by Companies Act 1986 s 19. 221
Subs (6) amended by Company Officers (Disqualification) Act 2009 Sch 4, by
SD155/10 Sch 2 and by SD2015/0090 as amended by SD2015/0276. 222
Subs (2) amended by Companies Act 1974 s 24. 223
Para (a) amended by Treasury Act 1985 Sch 2. 224
Para (ii) amended by Treasury Act 1985 Sch 2. 225
S 138 repealed by Companies Act 1982 Sch 3. 226
S 139 repealed by Companies Act 1992 s 31. 227
Subs (1) amended by Companies Act 1992 Sch 7. 228
Subs (2) repealed by Companies (Prohibition of Bearer Shares) Act 2011 Sch 2. 229
S 141 repealed by Company Officers (Disqualification) Act 2009 Sch 5. 230
S 141A inserted by Companies Act 1992 Sch 2. 231
S 141B inserted by Companies Act 1992 Sch 2. 232
Subs (1) amended by Companies Act 1974 s 18. 233
Subs (2) substituted by Companies Act 1982 s 21 with savings and amended by
Companies (Transfer of Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 234
Subs (3) amended by Statute Law Revision Act 1997 Sch 1. 235
Subs (6) substituted by Companies Act 1974 s 18 and amended by Companies Act
1986 s 18. 236
Subs (1) amended by SD155/10 Sch 2. 237
S 144 substituted by Companies, etc. (Amendment) Act 2003 s 9. 238
Subs (3) amended by Companies Act 1982 Sch 2. 239
Subs (4) amended by Companies Act 1982 Sch 2.
Companies Act 1931 Endnotes


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240
S 148A inserted by Single Member Companies Act 1993 Sch. 241
Para (a) substituted by Companies Act 1992 Sch 2. 242
Para (b) repealed by Companies Act 1992 Sch 2. 243
Para (c) amended by Companies Act 1986 Sch 1. 244
Para (a) amended by SD2015/0090 as amended by SD2015/0276. 245
Subs (1A) inserted by Insurance Act 2008 Sch 8. 246
Subs (1B) inserted by Financial Services (Miscellaneous Amendments) Act 2013 s 35. 247
Subs (3) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 248
Subs (3) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 249
Subs (1) amended by SD155/10 Sch 2. 250
S 154A inserted by Companies (Amendment) Act 2009 s 11. 251
Para (2) substituted by Companies Act 1992 s 31. 252
Para (4) substituted by Companies Act 1986 s 9 and amended by Single Member
Companies Act 1993 Sch. 253
Subs (2) added by Companies Act 1986 s 22. 254
Subs (3) added by Companies Act 1986 s 22. 255
Subpara (i) substituted by Companies Act 1986 s 9. 256
Para (b) substituted by Companies Act 1992 s 31. 257
Para (d) added by Companies Act 1986 s 23 and amended by SD2015/0090 as
amended by SD2015/0276. 258
Subs (1) amended by Statute Law Revision Act 1983 Sch 1, by Treasury Act 1985 Sch
2 and by Insurance Act 1986 Sch 5. 259
Subs (3) repealed by Companies Act 1986 Sch 2. 260
Subs (2) repealed by Companies Act 1992 s 31. 261
S 170 amended by Companies (Transfer of Functions) Act 2000 Sch 1, by
Interpretation Act 1976 s 16A and by SD155/10 Sch 2. 262
Subs (1) amended by Transfer of Governor's Functions Act 1992 Sch 1. 263
Subs (5) amended by Companies Act 1982 Sch 2. 264
Subs (6) amended by Fees and Duties Act 1989 Sch 2 and by Companies (Transfer of
Functions) Act 2000 Sch 2. 265
Para (1) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 266
S 186 amended by Companies (Transfer of Functions) Act 2000 Sch 2. 267
Subs (3) amended by Companies Act 1986 Sch 1. 268
Subs (4) amended by Companies Act 1986 Sch 1. 269
Subs (5) amended by Companies Act 1986 Sch 1. 270
S 208 repealed by Company Officers (Disqualification) Act 2009 Sch 5. 271
Subs (2) amended by Companies (Transfer of Functions) Act 2000 Sch 1, by
Interpretation Act 1976 s 16A and by SD155/10 Sch 2. 272
Subs (3) amended by Companies Act 1982 Sch 2.
Endnotes Companies Act 1931


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273
Subs (1) amended by Companies Act 1986 s 24. 274
Subs (2) amended by Companies Act 1986 s 24, by Companies (Transfer of
Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 275
Subs (3) amended by Companies Act 1982 Sch 2, by Companies (Transfer of
Functions) Act 2000 Sch 1, by Interpretation Act 1976 s 16A and by SD155/10 Sch 2. 276
Subs (4) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 277
Subs (5) amended by Companies Act 1982 Sch 2, by Companies (Transfer of
Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 278
Subs (6) amended by Companies Act 1982 Sch 2. 279
Subs (3) amended by Companies Act 1982 Sch 2, by Companies (Transfer of
Functions) Act 2000 Sch 1, by Interpretation Act 1976 s 16A and by SD155/10 Sch 2. 280
Subs (4) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 281
Subs (5) amended by Companies Act 1982 Sch 2, by Companies (Transfer of
Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 282
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Schs 1 and 2 and
by SD155/10 Sch 2. 283
Subs (2) amended by Companies Act 1982 Sch 2. 284
Subs (1) amended by Employment Act 1991 Sch 11. 285
Subs (2) repealed by Employment Act 1991 Sch 11. 286
Subs (1) amended by Companies Act 1982 Sch 2. 287
S 257 amended by Companies Act 1982 Sch 2. 288
S 258 repealed by Companies Act 1982 Sch 3. 289
Subs (4) repealed by Company Officers (Disqualification) Act 2009 Sch 5 with
savings see SD325/09. 290
Subs (7) amended by Company Officers (Disqualification) Act 2009 Sch 5 with
savings see SD325/09. 291
Subs (8) repealed by Company Officers (Disqualification) Act 2009 Sch 5 with
savings see SD325/09. 292
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 293
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 294
Subs (2) amended by Fees and Duties Act 1984 Sch 2 and by Companies (Transfer of
Functions) Act 2000 Sch 2. 295
Subs (3) amended by Companies Act 1982 Sch 2. 296
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 297
Subs (2) amended by Companies Act 1982 Sch 2, by Companies (Transfer of
Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 298
Para (b) substituted by Companies, etc. (Amendment) Act 2003 Sch 1.
Companies Act 1931 Endnotes


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299
Subs (1) substituted by Companies Act 1992 Sch 1 and amended by Companies
(Transfer of Functions) Act 2000 Sch 1, by Interpretation Act 1976 s 16A, by SD155/10
Sch 2 and by SD2015/0090 as amended by SD2015/0276. 300
Subs (2) substituted by Companies Act 1992 Sch 1. 301
Subs (3) amended by Companies Act 1992 Sch 1, by Companies (Transfer of
Functions) Act 2000 Sch 1, by Interpretation Act 1976 s 16A, by Companies, etc.
(Amendment) Act 2003 Schs 1 and 2 and by SD155/10 Sch 2. 302
Subs (4) amended by Companies (Transfer of Functions) Act 2000 Sch 1, by
Companies, etc. (Amendment) Act 2003 Sch 2 and by SD155/10 Sch 2. 303
Subs (5) amended by Companies (Transfer of Functions) Act 2000 Sch 1, by
Companies, etc. (Amendment) Act 2003 Sch 2 and by SD155/10 Sch 2. 304
Subs (6) amended by Statute Law Revision Act 1982 Sch 1, by Companies Act 1992
Sch 1, by Companies (Transfer of Functions) Act 2000 Schs 1 and 2, by Companies, etc.
(Amendment) Act 2003 Sch 1 and by SD155/10 Sch 2. 305
Subs (7) amended by Companies Act 1986 s 25, by Companies (Transfer of
Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 306
Subs (8) added by Companies Act 1986 s 25 and amended by Companies Act 1992
Sch 2, by Companies (Transfer of Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 307
Subs (9) added by Companies Act 1986 s 25. 308
Subs (10) added by Companies Act 1986 s 25 and amended by Companies (Transfer
of Functions) Act 2000 Sch 1, by SD155/10 Sch 2 and by Interpretation Act 1976 s 16A. 309
Subs (11) added by Companies Act 1992 Sch 1 and amended by Companies
(Transfer of Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 310
Para (b) amended by SD155/10 Sch 2. 311
S 273 amended by SD155/10 Sch 2. Subs (12) added by Companies, etc.
(Amendment) Act 2003 Sch 1. Para (c) amended by SD155/10 Sch 2. 312
Subs (1) amended by SD155/10 Sch 2. 313
Para (a) amended by SD155/10 Sch 2. 314
Para (b) amended by SD155/10 Sch 2 and by SD2015/0090 as amended by
SD2015/0276. 315
Subs (3) amended by SD155/10 Sch 2. 316
Subs (4) amended by SD155/10 Sch 2. 317
Subs (5) amended by SD155/10 Sch 2. 318
Subs (6) amended by SD155/10 Sch 2. 319
Subs (7) amended by SD155/10 Sch 2. 320
Para (b) amended by SD155/10 Sch 2. 321
Subs (8) amended by SD155/10 Sch 2. 322
Subs (9) amended by SD155/10 Sch 2. 323
Subs (10) amended by SD155/10 Sch 2. 324
Subs (12) amended by SD155/10 Sch 2. 325
S 273A substituted by Companies, etc. (Amendment) Act 2003 s 10. 326
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 1, by
Companies, etc. (Amendment) Act 2003 Sch 1 and by SD155/10 Sch 2.
Endnotes Companies Act 1931


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327
Subs (1A) inserted by Companies, etc. (Amendment) Act 2003 Sch 1 and amended
by SD155/10 Sch 2. 328
Para (b) amended by Companies, etc. (Amendment) Act 2003 Sch 1. 329
Para (a) substituted by Companies, etc. (Amendment) Act 2003 Sch 1. 330
Para (b) substituted by Companies, etc. (Amendment) Act 2003 Sch 1. 331
Subs (3) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 332
Subs (4) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 333
Subs (5) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 334
Para (c) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 335
Subs (6) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 336
Ed. note: *Printed as 'they' in original text. 337
Subs (7) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 338
Subs (8) amended by Companies (Transfer of Functions) Act 2000 Sch 1, by
Companies, etc. (Amendment) Act 2003 Sch 1 and by SD155/10 Sch 2. 339
S 273B inserted by Companies Act 1992 Sch 1. 340
Subs (1) amended by Statute Law Revision Act 1982 Sch 1, by GC191/86 and by
Companies Act 1986 s 27. 341
Subs (2) added by Companies Act 1986 s 27. 342
S 274A inserted by Companies Act 1986 s 27. 343
S 274B inserted by Companies Act 1986 s 27. 344
S 274C repealed by SD29/03. 345
Subs (1) amended by Transfer of Governor's Functions Act 1992 Sch 1. 346
Subs (2) amended by Treasury Act 1985 Sch 2. 347
Subs (1) amended by High Court Act 1991 Schs 3 and 5. 348
Subs (2) substituted by Fees and Duties Act 1989 Sch 2 and amended by Companies
(Transfer of Functions) Act 2000 Sch 2. 349
Subs (2) amended by Companies Act 1982 Sch 2. 350
Subs (1) amended by Companies Act 1986 Sch 1, by Companies (Transfer of
Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 351
S 281 amended by SD155/10 Sch 2. Subs (2) amended by Companies Act 1982 Sch 2. 352
Subs (2) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 353
Para (i) amended by Treasury Act 1985 Sch 2. 354
Para (ii) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 355
Para (iii) repealed by Companies (Transfer of Functions) Act 2000 Schs 1 and 3.
Companies Act 1931 Endnotes


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356
S 283 amended by Companies (Transfer of Functions) Act 2000 Sch 1. Para (iv)
amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 357
Subs (1) amended by SD2015/0090 as amended by SD2015/0276. 358
S 283A (previously s 284(1)) substituted by SD155/10 Sch 2. 359
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 1, by
Companies, etc. (Amendment) Act 2003 Sch 1 and by SD155/10 Sch 2. 360
Para (dd) inserted by Companies, etc. (Amendment) Act 2003 Sch 1. 361
Subs (2) amended by Companies (Transfer of Functions) Act 2000 Sch 1, by
Interpretation Act 1976 s 16A and by SD155/10 Sch 2. 362
S 283B inserted by Companies Act 1986 s 28 and amended by Companies (Transfer
of Functions) Act 2000 Sch 1, by Interpretation Act 1976 s 16A and by SD155/10 Sch 2.
Subs (3) amended by SD155/10 Sch 2 and by Interpretation Act 1976 s 16A. 363
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Schs 1 and 2, by
Interpretation Act 1976 s 16A and by SD155/10 Sch 2. 364
Subs (2) amended by Companies (Transfer of Functions) Act 2000 Schs 1 and 2 and
by SD155/10 Sch 2. 365
Subs (3) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 366
Subs (4) amended by Companies (Transfer of Functions) Act 2000 Schs 1 and 2, by
Interpretation Act 1976 s 16A and by SD155/10 Sch 2. 367
Para (a) amended by Companies (Transfer of Functions) Act 2000 Sch 1, by
Interpretation Act 1976 s 16A and by SD155/10 Sch 2. 368
S 283C inserted by Companies Act 1986 s 28 and amended by SD155/10 Sch 2. 369
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 1, by
Interpretation Act 1976 s 16A and by SD155/10 Sch 2. 370
Subs (2) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 371
Subs (3) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 372
S 284 (previously s 284(2) to (8) repealed by Fees and Duties Act 1989 Sch 3, inserted
by Companies Act 1992 Sch 1 and amended by SD155/10 Sch 2. Subs (4) added by
Companies, etc. (Amendment) Act 2003 Sch 1 and amended by SD155/10 Sch 2. 373
Para (a) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 374
Subs (1) amended by Companies Act 1986 Sch 2, by Fees and Duties Act 1989 Sch 2,
by Companies Act 1992 Sch 1, by Companies (Transfer of Functions) Act 2000 Schs 1
and 2 and by SD155/10 Sch 2. 375
Subs (2) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 376
Subs (3) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 377
S284A amended by SD155/10 Sch 2. Subs (4) added by Companies Act 1992 Sch 1.
Endnotes Companies Act 1931


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378
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 1, by
Interpretation Act 1976 s 16A and by SD155/10 Sch 2. 379
S 285 amended by SD155/10 Sch 2. 380
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 381
S 285A inserted by Companies Act 1992 Sch 1. 382
Para (ia) inserted by Limited Liability Companies Act 1996 s 52. 383
S 292 amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 384
S 293 amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 385
S 294 amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 386
S 295 amended by Companies (Transfer of Functions) Act 2000 Sch 1, by
Interpretation Act 1976 s 16A and by SD155/10 Sch 2. 387
S 296 repealed by Fees and Duties Act 1989 Sch 3. 388
S 298 amended by Fees and Duties Act 1989 Sch 2, by Companies (Transfer of
Functions) Act 2000 Schs 1, 2 and 3 and by SD155/10 Sch 2. 389
Para (d) amended by GC155/91. 390
Para (g) amended by Civil Partnership Act 2011 Schs 14 and 15. 391
Para (a) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 392
Para (b) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 393
Para (d) amended by Treasury Act 1985 Sch 2. 394
Subs (2) amended by Civil Partnership Act 2011 Schs 14 and 15. 395
Part XI (ss 312-321) repealed by Foreign Companies Act 2014 Sch. 396
Ss 312 to 321 repealed by Foreign Companies Act 2014 Sch. 397
Part XII, i.e. ss 322, 323, 323A - 323E, 324, 324A repealed by Companies Act 2006 Sch
2. 398
Heading inserted by Financial Services Act 2008 Sch 6. 399
S 324A inserted by Financial Services Act 2008 Sch 6 and substituted by Companies
(Amendment) Act 2009 s 7(2). 400
Subs (1) amended by Companies, etc. (Amendment) Act 2003 Sch 1. 401
S 324B inserted by Companies Act 1992 Sch 4. 402
Subs (2) added by Companies Act 1986 s 31. 403
Subs (3) added by Companies Act 1986 s 31. 404
Subs (4) added by Companies Act 1986 s 31. 405
S 328 amended by Companies Act 1982 Sch 2. 406
S 329 amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 407
Subs (1) substituted by Companies Act 1992 Sch 6.
Companies Act 1931 Endnotes


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408
S 331 substituted by Summary Jurisdiction Act 1989 Sch 5. S 331(2) does not apply to
an offence committed before 1/07/1986. 409
S 331A repealed by Summary Jurisdiction Act 1989 Sch 5. 410
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 411
S 335A inserted by Companies Act 1992 Sch 1. Subs (2) amended by Companies
(Transfer of Functions) Act 2000 Sch 1. Subs (2) amended by SD155/10 Sch 2. 412
Subs (1) amended by Companies Act 1961 Sch, by Companies (Transfer of
Functions) Act 2000 Sch 2 and by SD155/10 Sch 2. 413
Subs (2) amended by Companies (Transfer of Functions) Act 2000 Sch 2 and by
SD155/10 Sch 2. 414
Subs (1) amended by SD155/10 Sch 2. 415
S 340A substituted by Companies, etc. (Amendment) Act 2003 s 15. 416
S 340B inserted by Companies, etc. (Amendment) Act 2003 s 16 and amended by
SD155/10 Sch 2. 417
Definition of 'Annual return' substituted by Companies Act 1992 Sch 2. 418
Definition of 'the court' amended by SD352/09. 419
Definition of 'Department' inserted by SD155/10 Sch 2. 420
Definition of 'officer' inserted by Companies Act 1974 s 20. 421
Definition of 'prescribed' substituted by Companies (Transfer of Functions) Act 2000
Sch 2. 422
Definition of 'prescribed form' inserted by Companies (Transfer of Functions) Act
2000 Sch 2. 423
Definition of 'public company' inserted by Companies Act 1992 Sch 6. 424
Definition of 'the registrar of companies' repealed by Companies (Transfer of
Functions) Act 2000 Schs 1 and 3. 425
Definition of 'Share' amended by Protected Cell Companies Act 2004 s 8. 426
Para (b) substituted by Companies (Amendment) Act 2009 s 12. 427
Para (a) amended by Civil Partnership Act 2011 Sch 14. 428
S 342 repealed by Statute Law Revision Act 1983 Sch 2 and inserted by Companies
Act 1992 Sch 6. 429
Para 4 amended by Stock Exchange (Completion of Bargains) (Isle of Man) Act 1979
s 2. 430
Para 5 amended by Decimal Currency (Isle of Man) Act 1970 s 9 431
Subpara (a) amended by Decimal Currency (Isle of Man) Act 1970 s 9 432
Para 45 amended by Companies Act 1986 s 9 433
Para 100 amended by Companies Act 1982 s 17 434
Para 102 amended by Companies Act 1982 s 17 435
Para 54 amended by Companies Act 1982 s 17. 436
Para 56 amended by Companies Act 1982 s 17. 437
Sch 2 repealed by Statute Law Revision Act 1983 Sch 2. 438
Sch 3 repealed by Companies (Amendment) Act 2009 s 6(2).
Endnotes Companies Act 1931


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439
Sch 4 repealed by Companies (Amendment) Act 2009 s 5(1). 440
Sch 5 repealed by Companies (Amendment) Act 2009 s 6(2). 441
Sch 6 repealed by Companies Act 1986 s 18. 442
Sch 6A inserted by Companies Act 1992 Sch 3. 443
Para 4 repealed by Companies (Amendment) Act 2009 s 23. 444
Seventh Schedule repealed by Insurance Act 2008 Sch 9. 445
Sch 9 repealed by Fees and Duties Act 1989 Sch 3. 446
Sch 10 amended by Companies (Transfer of Functions) Act 2000 Sch 1, by
Companies (Amendment) Act 2009 s 6(6) and by SD155/10 Sch 2.