Companies, etc. (Amendment) Act 2003
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AT 16 of 2003
COMPANIES, ETC. (AMENDMENT) ACT
2003
Companies, etc. (Amendment) Act 2003 Index
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COMPANIES, ETC. (AMENDMENT) ACT 2003
Index Section Page
PART 1 – SUBSTITUTION AND INSERTION OF SECTIONS IN THE
COMPANIES ACT 1931 5
1 [Repealed] ........................................................................................................................ 5
2 [Substitutes section 36 of the Companies Act 1931.] .................................................... 5
3 [Repealed] ........................................................................................................................ 5
4 [Substitutes section 72 of the Companies Act 1931.] .................................................... 5
5 [Inserts section 85A in the Companies Act 1931.] ......................................................... 5
6 [Substitutes section 94 of the Companies Act 1931.] .................................................... 5
7 Substitution of new section for section 108 ................................................................. 5
8 Insertion of new section 108A ....................................................................................... 6
9 to 10 [Substitutes sections 144 and 273A respectively of the Companies Act 1931.] ........ 8
11 to 14 [Repealed] ................................................................................................................ 8
15 [Substitutes section 340A of the Companies Act 1931.] ............................................... 8
16 [Inserts section 340B in the Companies Act 1931.] ....................................................... 8
PART 2 – SUBSTITUTION AND INSERTION OF SECTIONS IN THE
LIMITED LIABILITY COMPANIES ACT 1996 8
17 [Substitutes section 11 of the Limited Liability Companies Act 1996.] ........................ 8
18 [Inserts sections 11A, 11B, 11C and 11D in the Limited Liability Companies
Act 1996.] .......................................................................................................................... 8
19 [Substitutes section 50 of the Companies Act 1931.] .................................................... 8
20 [Inserts section 52A in the Companies Act 1931.] ......................................................... 8
PART 3 – SUBSTITUTION AND INSERTION OF SECTIONS IN THE
REGISTRATION OF BUSINESS NAMES ACT 1918 8
21 [Substitutes section 8 of the Registration of Business Names Act 1918.] ..................... 8
22 [Inserts section 9A in the Registration of Business Names Act 1918.] ......................... 8
23 [Substitutes section 15 of the Registration of Business Names Act 1918.] ................... 8
24 [Repealed] ........................................................................................................................ 8
PART 4 – SUBSTITUTION AND INSERTION OF SECTIONS IN THE
Index Companies, etc. (Amendment) Act 2003
Page 4 AT 16 of 2003 c
PARTNERSHIP ACT 1909 8
25 [Repealed] ........................................................................................................................ 8
26 [Inserts section 51A in the Partnership Act 1909.] ....................................................... 8
27 [Substitutes section 57 of the Partnership Act 1909.] .................................................. 9
28 [Inserts section 60 in the Partnership Act 1909.] .......................................................... 9
PART 5 – SUBSTITUTION AND INSERTION OF SECTIONS IN THE
INDUSTRIAL AND BUILDING SOCIETIES ACT 1892 9
29 and 30 [Substitute sections 10 and 15 respectively of the Industrial and
Building Societies Act 1892.] ............................................................................................ 9
31 [Inserts section 24A in the Industrial and Building Societies Act 1892.] ..................... 9
PART 6 – SUPPLEMENTARY PROVISIONS 9
32 Amendments and repeals ............................................................................................. 9
33 Short title and commencement ..................................................................................... 9
SCHEDULE 1 11
AMENDMENT OF ENACTMENTS 11
SCHEDULE 2 15
ENACTMENTS REPEALED 15
ENDNOTES 17
TABLE OF LEGISLATION HISTORY 17
TABLE OF RENUMBERED PROVISIONS 17
TABLE OF ENDNOTE REFERENCES 17
Companies, etc. (Amendment) Act 2003 Section 1
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COMPANIES, ETC. (AMENDMENT) ACT 2003
Received Royal Assent: 9 December 2003
Passed: 9 December 2003
Commenced: See legislative history
AN ACT
to amend the law relating to companies, etc; and for connected
purposes.
PART 1 – SUBSTITUTION AND INSERTION OF SECTIONS IN
THE COMPANIES ACT 1931
1 [Repealed]
1
2 [Substitutes section 36 of the Companies Act 1931.]
3 [Repealed]
2
4 [Substitutes section 72 of the Companies Act 1931.]
5 [Inserts section 85A in the Companies Act 1931.]
6 [Substitutes section 94 of the Companies Act 1931.]
7 Substitution of new section for section 108
For section 108 (annual return to be made by company not having share capital
and company limited by guarantee and having a share capital), substitute —
“108 Annual return to be made by company not having share capital
and company limited by guarantee
(1) Every company not having a share capital and every company
limited by guarantee but which is not a company limited by
Section 8 Companies, etc. (Amendment) Act 2003
Page 6 AT 16 of 2003 c
guarantee and having a share capital shall make a return
stating —
(a) the address of the registered office of the company;
(b) 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 the company;
(c) the number of members and in the case of a company
limited by guarantee, the aggregate of the amount
guaranteed;
(d) the company’s principal business or activity by reference to
such classification as may by regulations be prescribed by
the Isle of Man Financial Services Authority;3
(e) such other particulars as may be prescribed.
(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.4
(3) The return shall be in the prescribed form.”.5
8 Insertion of new section 108A
After section 108 insert —
“108A. Annual return to be made by company limited by guarantee
and having a share capital
(1) The annual return of a company limited by guarantee and having
a share capital shall contain a list of all persons who, at the date of
the return, are shareholding members of the company, and of all
persons who have ceased to be shareholding members since the
date of the last return or, in the case of the first return, of the
incorporation of the company.
(2) The list must state the names and addresses of all the past and
present shareholding members therein mentioned, and the
number of shares held by each of the existing shareholding
members at the date of the return, specifying shares 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
shareholding members and have ceased to be shareholding
Companies, etc. (Amendment) Act 2003 Section 8
c AT 16 of 2003 Page 7
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:
(3) 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
shareholding members instead of the amount of shares and the
particulars relating to shares hereinbefore required.6
(4) The return must also state —
(a) the address of the registered office of the company;
(b) 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 the company;
(c) the number of guarantee members and the aggregate of the
amount guaranteed;
(d) the company’s principal business or activity by reference to
such classification as may by regulation be prescribed by
the Department;7
(e) 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 to be registered if created after
the 18th January 1909; and8
(f) such other particulars as may be prescribed.
(5) The return shall be in the prescribed form.”.9
Section 15 Companies, etc. (Amendment) Act 2003
Page 8 AT 16 of 2003 c
9 to 10 [Substitutes sections 144 and 273A respectively of the Companies Act
1931.]
11 to 14 [Repealed]
10
15 [Substitutes section 340A of the Companies Act 1931.]
16 [Inserts section 340B in the Companies Act 1931.]
PART 2 – SUBSTITUTION AND INSERTION OF SECTIONS IN
THE LIMITED LIABILITY COMPANIES ACT 1996
17 [Substitutes section 11 of the Limited Liability Companies Act 1996.]
18 [Inserts sections 11A, 11B, 11C and 11D in the Limited Liability
Companies Act 1996.]
19 [Substitutes section 50 of the Companies Act 1931.]
20 [Inserts section 52A in the Companies Act 1931.]
PART 3 – SUBSTITUTION AND INSERTION OF SECTIONS IN
THE REGISTRATION OF BUSINESS NAMES ACT 1918
21 [Substitutes section 8 of the Registration of Business Names Act 1918.]
22 [Inserts section 9A in the Registration of Business Names Act 1918.]
23 [Substitutes section 15 of the Registration of Business Names Act 1918.]
24 [Repealed]
11
PART 4 – SUBSTITUTION AND INSERTION OF SECTIONS IN
THE PARTNERSHIP ACT 1909
25 [Repealed]
12
26 [Inserts section 51A in the Partnership Act 1909.]
Companies, etc. (Amendment) Act 2003 Section 27
c AT 16 of 2003 Page 9
27 [Substitutes section 57 of the Partnership Act 1909.]
28 [Inserts section 60 in the Partnership Act 1909.]
PART 5 – SUBSTITUTION AND INSERTION OF SECTIONS IN
THE INDUSTRIAL AND BUILDING SOCIETIES ACT 1892
29 and 30 [Substitute sections 10 and 15 respectively of the Industrial and
Building Societies Act 1892.]
31 [Inserts section 24A in the Industrial and Building Societies Act 1892.]
PART 6 – SUPPLEMENTARY PROVISIONS
32 Amendments and repeals
(1) The enactments specified in Schedule 1 are amended in accordance with
that Schedule.
(2) The enactments specified in Schedule 2 are repealed to the extent
specified in column 3 of that Schedule.
33 Short title and commencement
(1) This Act may be cited as the Companies, etc. (Amendment) Act 2003.
(2) This Act shall come into operation on such day or days as the Treasury
may by order appoint and different days may be so appointed for
different provisions and different purposes.13
Companies, etc. (Amendment) Act 2003 Schedule 1
c AT 16 of 2003 Page 11
Schedule 1
AMENDMENT OF ENACTMENTS
Section 32(1)
MISCELLANEOUS AMENDMENTS
[Sch 1 amended by Fiduciary Services Act 2005 Sch 3, by Collective Investment
Schemes Act 2008 Sch 7, by Company Officers (Disqualification) Act 2009 Sch 5 and by
Foreign Companies Act 2014 Sch, and amends the following Acts —
Partnership Act 1909 q.v.
Registration of Business Names Act 1918 q.v.
Companies Act 1931 q.v.
Companies Act 1974 q.v.
Interpretation Act 1976 q.v.
Companies Act 19 82 q.v.
Income Tax (Exempt Companies) Act 1984 q.v.
Legal Practitioners Registration Act 1986 q.v.
Companies Act 1992 q.v.
International Business Act 1994 q.v.
Limited Liability Companies Act 1996 q.v.]
[The amendments set out below have not yet been brought into operation.]
Registration of Business Names Act 1918
8. In section 5(1)(e) (manner and particulars of registration), insert “the date of
birth and”, after “surname,” (in the second place where it occurs), and omit “and the
other business occupation (if any)”.
Companies Act 1931
8. In section 107(1) (annual return to be made by company having a share capital),
after “share capital” insert “but which is not a company limited by guarantee and
having a share capital,”.
9. In section 107(3), after paragraph (d) insert —
“(dd) the company’s principal business or activity, by reference
to such classification as may by regulations be prescribed
by the Department;”.14
10. In section 109 (general provisions as to annual returns —
Schedule 1
Companies, etc. (Amendment) Act 2003
Page 12 AT 16 of 2003 c
(b) in section 109(4), for “either of the two last foregoing sections of
this Act”, substitute “section 107, 108 or 108A”.
12. For section 143(1)(a) (register of directors), substitute —
“(a) in the case of an individual, his date of birth, his present
first names and surname, any former first names or
surnames and his full residential address; and”.
20. [Repealed]15
Limited Liability Companies Act 1996
5. In Schedule 3, after paragraph 4 (duty of limited liability company to register
charges on property acquired), insert —
“4A. Registration of supplemental particulars
1
(2) The Department shall keep, with respect to each limited liability
company, in the register prescribed by paragraph 11, the further
particulars (if any) which may be delivered to the Department
under this paragraph but the Department shall not be required to
issue a certificate of the registration of the further particulars
filed.”16
6. In Schedule 3, after paragraph 10 (right to inspect copies of instruments creating
mortgages and charges and limited liability company’s register of charges), add —
“11. Register of charges to be kept by Department
(1) The Department shall keep, with respect to each limited liability
company, a register in the prescribed form of all the charges
requiring registration under this Schedule, and shall, on payment
of the fee prescribed under section 50, 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 sub-paragraph (5) of paragraph 2 of this
Schedule;
(b) in the case of any other charge —
(i) if the charge is a charge created by the limited
liability company, the date of its creation, and if the
charge was a charge existing on property acquired
by the limited liability company, the date of the
acquisition of the property; and
1 The inserted section 4A of the 1996 is in force by virtue of SD 688/04 apart from subsection (2).
Companies, etc. (Amendment) Act 2003 Schedule 1
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(ii) the amount secured by the charge; and
(iii) short particulars of the property charged; and
(iv) the persons entitled to the charge.17
(2) The Department shall give a certificate of the registration of any
charge registered in pursuance of this Schedule, stating the
amount thereby secured, and the certificate shall be conclusive
evidence that the requirements of this Schedule as to registration
have been complied with.18
(3) The register kept in pursuance of this paragraph shall be open to
inspection by any person on payment of the fee prescribed under
section 50.
12. Notice
(1) A person taking a charge requiring registration under paragraph
1 of this Schedule 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.
13. Endorsement of certificate of registration on debentures
(1) The limited liability company shall cause a copy of every
certificate of registration given under paragraph 11(2) to be
endorsed on every debenture or certificate of debenture stock
which is issued by the limited liability 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 limited liability 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 limited
liability company before the charge was created.
(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 —
Schedule 1
Companies, etc. (Amendment) Act 2003
Page 14 AT 16 of 2003 c
(a) on information, a fine;
(b) on summary trial, a fine not exceeding £5,000.”.
Companies, etc. (Amendment) Act 2003 Schedule 2
c AT 16 of 2003 Page 15
Schedule 2
ENACTMENTS REPEALED
Section 32(2)
[Sch 2 repeals the following Acts in part —
Registration of Business Names Act 1918
Companies Act 1931
Registration of Business Names Act 1954
Companies Act 1968
Companies Act 1974
Companies Act 1982
Companies Act 1986
Companies Act 1992
Limited Liability Companies Act 1996
Companies (Transfer of Domicile) Act 1998
Companies (Transfer of Functions) Act 2000.]
[The repeals set out below have not yet been brought into operation.]
Short title Extent of repeal
Companies Act 1931. Section 107(6).
Companies Act 1982. Section 34.
Companies Act 1986. Section 18(1)(d).Section 18(2).
Companies Act 1992. In Schedule 2 —entry 13
Limited Liability Companies Act 1996. Section 52(3)(c).
Corporate Service Providers Act 2000. In Schedule 3 —entry 1.
Companies, etc. (Amendment) Act 2003 Endnotes
c AT 16 of 2003 Page 17
ENDNOTES
Table of Legislation History
Legislation Year and No Commencement
Table of Renumbered Provisions
Original Current
Table of Endnote References
1
S 1 repealed by Company and Business Names etc Act 2012 Sch. 2
S 3 repealed by Companies (Prohibition of Bearer Shares) Act 2011 Sch 2. 3
Para (d) amended by SD2015/0090 as amended by SD2015/0276. 4
Subs (2) amended by SD155/10 Sch 2. 5
S 7 not yet in force. 6
Subs (2) amended by SD155/10 Sch 2. 7
Para (d) amended by SD155/10 Sch 2. 8
Para (e) amended by SD155/10 Sch 2. 9
S 8 not yet in force. 10
Ss 11 to 14 repealed by Foreign Companies Act 2014 Sch. 11
S 24 repealed by Company and Business Names etc Act 2012 Sch. 12
S 25 repealed by Company and Business Names etc Act 2012 Sch. 13
ADO (Schs 1 and 2 in so far as they amend the Companies (Transfer of Domicile) Act
1998) 19/12/2003; (ss 2 to 4, 6, 9, 15, 16, 18 (in so far as it inserts the new ss 11C and 11D
in the Limited Liability Companies Act 1996), ss 19, 20, 22, 27 to 31, 32(1) (i.r.o. the
provisions in Sch 1 that amend the following Acts to the extent noted —
Partnership Act 1909: para 4
Registration of Business Names Act 1918: paras 5, 6, 11
Companies Act 1931: paras 1 to 5, 6, 11, 13, 16 to 19, 22, 28 to 30
Companies Act 1974: paras 1, 3 to 5
Interpretation Act 1976
Companies Act 1982
Income Tax (Exempt Companies) Act 1984
Legal Practitioners Registration Act 1986
Endnotes Companies, etc. (Amendment) Act 2003
Page 18 AT 16 of 2003 c
Financial Supervision Act 1988
Companies Act 1992
International Business Act 1994
Limited Liability Companies Act 1996: para 4),
s 32(2) (i.r.o. the provisions in Sch 2 that repeal the following Acts to the extent
noted —
Companies Act 1931: entries relating to ss 26(2), 42(1), 82(4),
283A(2)(b), 321
Companies Act 1968: entries relating to ss 2, 8
Companies Act 1974: entry relating to s 23(4)
Companies Act 1982: entries relating to s 14(4) and (8), Part 1 of
Sch 2
Companies Act 1986: entry relating to s 21
Companies Act 1992: entries relating to Sch 2 entry 4 and Sch 6
entry 6
Limited Liability Companies Act 1996: entries relating to s 2(2)(a) to (d)
Companies (Transfer of Functions) Act 2000: entries relating to Sch 1 entry 9 and
Sch 2 entry 23),
s 33
1/3/2004 (SD883/03);
(s 10,
s 32(1)) ( i. r. o. the provisions in Sch 1 that amend the following Act to the extent
noted —
Companies Act 1931: paras 14,15 and 27),
s 32(2) (i. r. o. the provisions in Sch 2 that repeal the following Acts to the extent
noted —
Companies Act 1931: entries relating to ss 273(3), (4), (5),
319A(2),
(4)
Companies Act 1986: entry relating to s 26
Companies Act 1992: entry relating to Sch 1, entry 7)
1/4/2004 (SD177/04);
(ss 1, 5, 11, 17, 18 (in so far as it inserts the new ss 11A and 11B in the Limited Liability
Companies Act 1996), ss 23 to 26,
s 32(1) (i.r.o. the provisions in Sch 1 that amend the following Acts to the extent
noted —
Partnership Act 1909: paras 1 to 3
Registration of Business Names Act 1918: paras 1 to 4, 7, 9, 10, 12 and 13
Companies Act 1931: paras 7, 10 relating to section 109(1) only,
24
and 25
Companies Act 1974: para 2
Limited Liability Companies Act 1996: paras 1, 2, 3 and 5 i.r.o. s 4A(1) and
(3) only),
Companies, etc. (Amendment) Act 2003 Endnotes
c AT 16 of 2003 Page 19
s 32(2) (i. r. o. the provisions in Sch 2 that repeal the following Acts to the extent
noted —
Registration of Business Names Act 1918:
Companies Act 1931: the entries relating to section 314(2),
319A(1)
and 319A(5)
Registration of Business Names Act 1954:
Companies Act 1968: the entry relating to s 4
Companies Act 1974: the entry relating to s 8
Limited Liability Companies Act 1996: the entry relating to s 52(3)(a) only
Companies (Transfer of Functions) Act 2000 the entries in Sch 1 relating to entries 12,
17,
32, 42, 43 and 44, and in
Sch 2, entries 4, 5, 31, 38, and 40)
1/11/2004 (SD688/04);
(ss12, 13,
s 32(1)) (i.r.o. the provisions in Sch 1 that amend the following Acts to the extent
noted —
Companies Act 1931: paras 20 i.r.o. section 313(1)(d) and (e)
only, 21
and 26)
6/4/2007 (SD171/07);
(s 21)
1/1/2009 (SD725/08). 14
Para (dd) amended by SD155/10 Sch 2. 15
Para 20 in respect of insertion of s 313(1)(f) in Companies Act 1931, which was never
in operation, repealed by Foreign Companies Act 2014 Sch. 16
Subpara (2) amended by SD155/10 Sch 2. 17
Subpara (1) amended by SD155/10 Sch 2. 18
Subpara (2) amended by SD155/10 Sch 2.
