Company Management Act

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now for only USD$20 per month, or Get a Day Pass for only USD$4.99.
Company Management Act
CHAPTER 11.26
COMPANY MANAGEMENT ACT
ARRANGEMENT OF SECTIONS

SECTION
1. Short title
PART 1
PRELIMINARY
2. Interpretation
3. Corporate relationship
PART 2
LICENCES
4. Requirement for licence
5. Application for licence
6. Maintenance of capital
7. Duration of licence
8. Change in particulars of licensee
9. Display of licence
10. Surrender of licence
PART 3
TRANSFERABILITY OF SHARES, ETC.
11. Transfer of shares
PART 4
ADMINISTRATION
12. Restrictions on use of certain terms
13. Duties of licensee
14. Annual returns, etc.


PART 5
MISCELLANEOUS
15. Insurance policy
16. Regulations
17. Code of Practice
18. Offences
19. Existing business
20. Amendment of Schedule
SCHEDULE: Particulars to be specified in Applications


CHAPTER 11.26
COMPANY MANAGEMENT ACT
(Acts 23 of 1998, 3 and 7 of 2002, 5 of 2005, 8 of 2007,
3 of 2008 and 5 of 2010)
AN ACT TO MAKE PROVISION FOR THE REGULATION OF COMPANY MANAGERS
IN MONTSERRAT.
Commencement
[17 January 2000]
Short title
1. This Act may be cited as the Company Management Act.
PART 1
PRELIMINARY
Interpretation
2. (1) In this Act—
“accountant” means a person who is in good standing as a member of an association of chartered or public accountants or other similar body approved by the Commission as a reputable accounting association;
“business of company management” means the provision of company management services for profit or reward in or from within Montserrat;
“certificate of compliance” means the Certificate of Compliance issued under section 14(1)(b);
“Code of Practice” means the Code of Practice issued by the Commission under section 17;
“Commission” means the Financial Services Commission established under the Financial Services Commission Act;
“company management” means—
(a) the registration of companies under the International Business Companies Act; or
(b) the provision of registered agent services for companies incorporated under the International Business Companies Act or acting as an agent under section 177(7) of the Companies Act; or

(c) the provision of registered office services for companies incorporated under the Companies Act or the International Business Companies Act; or
(d) acting as director, manager or officer of companies or foreign companies, provided an individual does not carry on company management business by reason only of the fact that he acts as a director, manager or officer—
(i) of not more than twelve companies incorporated under the Companies Act in which he does not have a significant interest; or
(ii) of any company in which he has a significant interest; or
(iii) of not more than one company by which he is employed under a contract of service; and
(e) the provision of nominee shareholders of companies or foreign companies;
“competent authority” means the Commission;
“court” means the High Court of the Eastern Caribbean Supreme Court or a judge thereof;
“foreign company” means a company formed, incorporated or registered in a jurisdiction outside Montserrat;
“licence” means a licence granted under section 5(2);
“licensee” means a person licensed under this Act;
“Regulations” means the Regulations made under section 16.
(2) For the purposes of this Act and subject to subsection (5), a company is deemed to be a subsidiary of another if—
(a) that other company, either—
(i) is a member of it and controls the composition of its board of directors; or
(ii) holds more than half in nominal value of its equity share capital; or
(b) the first-mentioned company is a subsidiary of any company that is the other’s subsidiary.
(3) For the purposes of subsection (2), the composition of a company’s board of directors is deemed to be controlled by another company if that other company by the exercise of some power exercisable by it without the consent or concurrence of any other person can appoint or remove the holders of all or a majority of the directorships.
(4) For the purposes of subsection (3), the other company is deemed to have power to appoint to a directorship with respect to which any of the following conditions is satisfied—

(a) that a person cannot be appointed to it without the exercise in his favour by the other company of such a power as is mentioned in subsection (3);
(b) that a person’s appointment to the directorship follows necessarily from his appointment as a director of the other company; or
(c) that the directorship is held by the other company itself or by a subsidiary of it.
(5) In determining whether one company is a subsidiary of another—
(a) any shares held or power exercisable by the other in a fiduciary capacity are to be treated as not held or exercisable by it;
(b) subject to paragraphs (c) and (d), any shares held or power exercisable—
(i) by any person as nominee for the other except where the other is concerned only in a fiduciary capacity; or
(ii) by, or by a nominee for, a subsidiary of the other not being a subsidiary which is concerned only in a fiduciary capacity,
are to be treated as held or exercisable by the other;
(c) any shares held or power exercisable by any person by virtue of the provisions of any debentures of the first-mentioned company or of a trust deed securing any issue of such debentures are to be disregarded; and
(d) any shares held or power exercisable by, or by a nominee for the other or its subsidiary, not being held or exercisable as mentioned in paragraph (c), are to be treated as business of the other or its subsidiary, as the case may be, includes the lending of money and the shares are held or the power is exercisable as above-mentioned by way of security only for the purposes of a transaction entered into in the ordinary course of that business.
(Amended by Acts 3 and 7 of 2002, 5 of 2005, 8 of 2007 and 3 of 2008)
Corporate relationship
3. For the purposes of this Act—
(a) a company is deemed to be another’s holding company if the other is its subsidiary; and
(b) a body corporate is deemed the wholly-owned subsidiary of another if it has no members except that other company and that other company’s wholly-owned subsidiaries and its or their nominees.

PART 2
LICENCES
Requirement for licence
4. (1) No person shall carry on, or hold himself out as carrying on, the business of company management in or from within Montserrat unless he holds a licence that is not suspended. (Amended by Acts 7 of 2002 and 3 of 2008)
(2) A person who contravenes subsection (1) is guilty of an offence and is liable on summary conviction to a fine of $25,000 or to imprisonment for a term of one year or both.
(Inserted by Act 7 of 2002)
Application for licence
5. (1) Subject to section 6, a licence may be issued to an applicant which makes application therefor to the Commission and satisfies the requirements specified in the Schedule.
(2) If the Commission is satisfied that—
(a) the applicant—
(i) is a fit and proper person, and
(ii) is qualified,
to carry on the business of company management;
(b) the persons having any share or other interest, whether legal or equitable, in the applicant and its directors and officers are fit and proper persons to have an interest in or be concerned with the management of a licensee, as the case may be;
(c) the applicant satisfies the requirements of this Act in respect of the application and will, upon issuance of the licence, be in compliance with the requirements of this Act; and
(d) issuing the licence is not against the public interest,
it may issue a licence subject to such terms and conditions as it thinks fit.
(3) Any decision to refuse to issue a licence, other than a licence in respect of a business in existence at the date of the commencement of this Act, is final.
(4) The Commission shall cause notice of the issue of a licence to be published in the Gazette.
(Amended by Act 7 of 2002)

Maintenance of capital
6. (1) A company holding a licence must ensure that its paid-up share capital is maintained in an amount not less than $65,000 or the equivalent in another currency.
(2) A company that contravenes subsection (1) is guilty of an offence and is liable on summary conviction to a fine of $10,000.
(Inserted by Act 7 of 2002)
Duration of licence
7. A licence issued under this Act is valid until 31 December of the year in which it is issued but is renewable in the following year for a further period of one year upon payment of the prescribed annual fee.
Change in particulars of licensee
8. Where a change occurs in the particulars of a licensee, specified in the Schedule, the licensee shall, as soon as possible thereafter, inform the Commission of the change. (Amended by Act 7 of 2002)
Display of licence
9. A licence issued under this Act shall be prominently displayed on the premises where the business of company management is carried on.
Surrender of licence
10. (1) A licensee who has ceased to carry on the business in respect of which the licence was granted may surrender his licence upon production of—
(a) in the case of a licensee who is an individual, evidence that he has repaid all deposits and has transferred all assets held or administered on behalf of companies managed by him; or
(b) in the case of a licensee which is a company, evidence that it is being wound up voluntarily and that the company is solvent and is able on demand to repay all deposits held by it and all its other creditors, and has transferred all assets held or administered on behalf of companies managed by it.
(2) In the case of a surrender of licence under subsection (1)(b), the Attorney General may apply to the court for an order that the licensee be wound up either by the court or subject to the supervision of the court, and where the court so orders, the provisions of the Companies Act relating to the winding up of a company by or subject to the supervision of the court, apply mutatis mutandis.

PART 3
TRANSFERABILITY OF SHARES, ETC.
Transfer of shares
11. (1) No shares or other interest, whether legal or equitable, in a company licensed under this Act shall be issued, transferred or otherwise disposed of without the prior written approval of the Commission, except that the Commission may exempt any company from the provisions of this section, subject to such terms and conditions as it thinks fit.
(2) No appointment of directors of a company licensed under this Act shall be made without the prior written approval of the Commission.
(Amended by Act 7 of 2002)
PART 4
ADMINISTRATION
Restrictions on use of certain terms
12. (1) No person other than a licensee shall—
(a) use any word, either in English or in any other language, in the description or title under which he carries on business in or from within Montserrat that, in the opinion of the Commission, suggests the business of company management; or
(b) make any representation in any document or in any other manner that is likely to suggest that he is carrying on the business of company management.
(2) The Commission may require a licensee who carries on the business of company management under a name which is—
(a) identical to that of any other person, whether within or outside Montserrat, or which so nearly resembles that name as to be calculated to deceive;
(b) calculated to suggest falsely the patronage of or connection with some person whether within or outside Montserrat; or
(c) calculated to suggest falsely that he has special status in relation to or derived from the Government or has the official approval of, or acts on behalf of, the Government or of any of its departments or officials,
forthwith to change the name and in default of compliance may revoke the licence.
(Amended by Act 7 of 2002)

Duties of licensee
13. A licensee shall maintain in respect of the business of company management—
(a) such books or records as accurately reflect the business of the licensee;
(b) separate accounts in the books or records in respect of each company the licensee manages and shall separate the funds and other property of every such company from his own; and
(c) one or more separate bank accounts into which shall be deposited all moneys held on behalf of each company which is managed.
Annual returns, etc.
14. (1) (a) Subject to paragraph (b) hereof, a licensee who either directly or indirectly, carries on the business of company management shall prepare and furnish to the Commission annual accounts prepared in accordance with generally accepted accounting principles, audited by an independent auditor, within six months of the end of the licensee’s financial year.
(b) Where a licensee provides company management services for less than fifty companies such licensee shall be exempt from the requirement of providing annual audited accounts, but shall instead prepare and furnish to the Commission a certificate of compliance confirming that the information set out in the application for a licence, as modified by any subsequent notification of change in accordance with section 8, remains correct and gives an accurate summary of the business of the licensee and that such licensee provides company management service for less than fifty companies.
(c) The number of companies in respect of which a licensee is required to provide company management services to qualify for an exemption under paragraph (b) may be varied by Regulations.
(2) A licensee shall, at any time, if required by the Commission produce to the Commission such evidence as may be required as to the solvency or otherwise of his business and that the licensee has, in the case of a company, maintained the required minimum paid-up share capital.
(3) A licensee shall prepare and submit to the Commission an annual report, the accuracy of which has been certified by an independent auditor, on its operations with respect to the company management services offered, the number and nature of the companies managed and any other information required by the Commission.
(Amended by Acts 3 and 7 of 2002, 8 of 2007 and 5 of 2010)

PART 5
MISCELLANEOUS
Insurance policy
15. The Commission may by written notice require a licensee, who handles, directs or has oversight of, either directly or indirectly, any fund or property of a company in respect of which he is licensed, to affect a policy of insurance with an insurance company registered under the Insurance Act against—
(a) losses arising out of claims of negligence or breach of duty by the licensee or by an employee;
(b) the dishonesty of employees of the licensee;
(c) loss of documents; and
(d) such other risks as the Commission may stipulate,
in such amount and of such nature as the Commission determines to be fit and proper, having due regard to the nature and type of business carried on by the licensee; and, in the event that the insurance is withdrawn, cancelled or not renewed, the licensee shall immediately notify the Commission and shall cease to carry on its business until the insurance has been reinstated or replaced.
(Amended by Acts 3 and 7 of 2002 and 8 of 2007)
Regulations
16. The Governor may make Regulations generally for giving effect to the provisions of this Act and specifically—
(a) prescribing the fees to be charged under this Act;
(b) exempting any person or business, or class of person or business, from any provision of this Act;
(c) prescribing any thing required to be prescribed by this Act.
Code of Practice
17. (1) The Commission may issue a Code of Practice with respect to the procedures to be followed by, and the conduct expected of, a licensee in the operation of his company management business.
(2) The Code of Practice may make different provision in relation to persons, cases or circumstances of different descriptions.
(3) The Commission may amend, add to or replace the Code by notice published in the Gazette.
(4) Before publishing a notice under subsection (3) the Commission shall—
(a) send a draft of the proposed amendment, addition to or replacement of the Code to every registered person affected by

the notice specifying the period within which written representations are to be provided to the Commission; and
(b) consider such written representations as it may receive. (Inserted by Act 7 of 2002)
Offences
18. (1) Any person who with intent to deceive, or for any purpose of this Act makes any representation that he knows to be false or does not believe to be true is guilty of an offence and liable on summary conviction to a fine of $25,000 or to imprisonment for a term of one year or both.
(2) Any person who—
(a) assaults or obstructs any member or employee of the Commission or any other person in the performance of his functions under this Act;
(b) by the offer of any gratuity, bribe or other inducement prevents or attempts to prevent any member or employee of the Commission or any other person from performing his functions under this Act; or
(c) contravenes any provision of this Act for which no penalty is specifically provided,
is guilty of an offence and is liable on summary conviction to a fine of $1,000 or to imprisonment for a term of one year or both.
(3) Where an offence is committed by a body corporate and a director or officer of that body corporate knowingly authorised, permitted, or acquiesced in the commission of the offence, the director or officer is also guilty of the offence and is liable on summary conviction to a fine of $10,000 or to imprisonment for a term of one year or both.
(Amended by Act 7 of 2002)
Existing business
19. A person who on the commencement of this Act is carrying on the business of company management shall within six months of that date, comply with the provisions of this Act.
Amendment of Schedule
20. The Governor may amend the Schedule by order published in the Gazette.
___________

SCHEDULE
(Section 5)
PARTICULARS TO BE SPECIFIED IN APPLICATIONS
Every person or company applying for a licence under this Act shall furnish in writing
to the Commission the following particulars which shall accompany the application:
(1) Name of applicant.
(2) Address in Montserrat of the principal office of the applicant and, in the
case of a company, its registered office.
(3) In the case of a company, the names and addresses of all directors.
(4) In the case of a company, the names and addresses of all shareholders.
(5) In the case of a company, the names and addresses of all officers and
managers, and of foreign agents of the company, and any contractual arrangements
with such persons.
(6) Names and addresses of attorneys, if any, of the applicant, together with a
letter from the attorneys confirming that they act for the applicant.
(7) Names and addresses of auditors of the applicant, together with a letter
from the auditors confirming that they act for the applicant.
(8) In the case of a company—
(a) the name and address of one of its officers who is the authorised agent in Montserrat to accept on behalf of the applicant service of process
and any notices required to be served on it; and
(b) the name and address of another of its officers who in the absence or inability to act of the officer named in subparagraph (a) is the authorised agent in Montserrat of the applicant for the purposes of
subparagraph (a).
(9) In the case of a company, evidence of the proper incorporation of the
company in Montserrat or in the country of incorporation, as the case may be.
(10) Evidence in writing that the applicant himself or some person or company
directly or indirectly connected with the applicant is possessed of solid and practical
experience in company management.
(11) The following—
(a) an undertaking in writing to provide and set apart a fully paid-up capital before or at the time it commences business, such as the
Commission may in its absolute discretion determine, or by a
guarantee under seal of such sum given by a holding or parent or
other company approved by the Commission; and
(b) the guarantee referred to in subparagraph (a) shall expressly provide that, its formal validity, its essential validity, its interpretation and
effect and the rights and obligation of the parties to it are governed

exclusively by the law of Montserrat and that the court of Montserrat
only shall be the forum for these purposes.
(12) Character references in writing, together with such other evidence as the
Commission may require, that neither the applicant nor, in the case of a company, any
director or officer of the company has a criminal record either in Montserrat or
elsewhere.
(13) Annual accounts of its holding company, if any, for the preceding three
years and thereafter annually duly audited and certified by an independent auditor.
(14) Names of all subsidiary companies of the applicant with addresses of their
registered offices.
(15) In the case of a company, a copy of the Act, charter, certificate of
incorporation or memorandum and articles of association or partnership agreement of
the applicant, as may be appropriate, verified by an affidavit sworn by a director, or
partner and duly authenticated as follows—
(a) in the case of a company incorporated in Montserrat, notarized; and
(b) in the case of a foreign company, certified and authenticated under the public seal of the country, or place under the laws of which such
company has been incorporated.
(16) References, including one from a bank or trust company.
(17) Statement of assets and liabilities at the end of the month prior to the
submission of the application certified by a director or senior officer.
(18) Statement of capital of any other company held, directly or through a
subsidiary, as an asset of the applicant.
(Amended by Act 7 of 2002)
____________







COMPANY MANAGEMENT (FEES) REGULATIONS – SECTION 16
(S.R.O.s. 19/2000, 6/2008, 21/2010 and Act 3 of 2002)
Commencement
[20 January 2000]
Short title
1. These Regulations may be cited as the Company Management (Fees)
Regulations.
Fees
2. The fees payable under Part 2 of the Act are prescribed in the Schedule hereto.
Interpretation
3. In these Regulations, “$” means a dollar in the currency of the United States of
America.
___________
SCHEDULE
(Regulation 2)

Matters in respect of which a fee is payable Amount of fee
1. In respect of an application under section 5 $400 (non-refundable)
2. In respect of the issue of a licence—
on or after 1 July 1 in any year $500
on or before 30 June in any year $1,000
3. In respect of the annual licence renewal fee under
section 7 of the Act

$500
4. Fee for late submission of annual licence renewal
fee—

(i) thirty one to sixty days overdue $100 (ii) more than sixty days overdue $300
5. Fee for late submission of annual returns and
accounts under section 18 of the Act—
(i) thirty one to sixty days overdue $75 (ii) More than sixty days overdue $150
(Amended by S.R.O. 21/2010)
___________


COMPANY MANAGEMENT (FORMS) REGULATIONS
ARRANGEMENT OF REGULATIONS

REGULATION
1. Short Title
2. Interpretation
3. Application for licence
4. Certificate of Compliance
5. Annual Report
SCHEDULE: Forms
_____________
COMPANY MANAGEMENT (FORMS) REGULATIONS – SECTION 16
(S.R.O. 22/2010)
Commencement
[15 March 2010]
Short title
1. These Regulations may be cited as the Company Management (Forms)
Regulations.
Interpretation
2. In these Regulations, “Act” means the Company Management Act.
Application for licence
3. An application for a licence under section 5(1) of the Act shall be made to the
Commission in the form set out as Form 1 in the Schedule.
Certificate of compliance
4. The certificate of compliance to be issued by an independent auditor and
furnished to the Commission under section 14(1)(b) of the Act shall be in the form set out as Form 2 in the Schedule.
Annual report
5. A licensee shall prepare the annual report to be submitted to the Commission
under section 14(3) of the Act in the form set out as Form 3 in the Schedule.
_____________

SCHEDULE
(Regulations 3, 4 and 5)
FORM 1
(Regulation 3)
APPLICATION FOR COMPANY MANAGEMENT LICENCE IN MONTSERRAT
Part A
This application form must be completed and submitted together with the documents
specified in the Schedule to the Company Management Act, Cap. 11.26.
1. Name of Applicant, who will be carrying on the business:
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
2. Address in Montserrat of the principal office of the applicant and, in the case
of a company, its registered office:
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
3. In the case of a company, the names and addresses of all shareholders,
including beneficial shareholders and details of percentage of shareholding:
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
4. In case of a company, the names and addresses of all directors, offices and
managers:
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
5. In the case of a company, the names and addresses of foreign agents of the
company and details of any contractual arrangements with such persons:
…………………………………………………………………………………
…………………………………………………………………………………
………………………………………………………………………………… …………………………………………………………………………………


6. Names and addresses of attorneys of the applicant, together with a letter from
such attorneys confirming that they act for the applicant:
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………….…...
…………………………………………………………………………………
7. Names and addresses of auditors of the applicant, together with a letter from
such auditors confirming that they act for the applicant:
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
8. In the case of a company—
(a) the name and address of the officer who is the authorised agent in Montserrat to accept, on behalf of the applicant, service of process
and any notices required to be served on it: ………………………………………………………………………..
………………………………………………………………………..
(b) the name and address of another officer who is so authorised when the authorised officer is absent or unable to act:
………………………………………………………………………..
………………………………………………………………………..
9. In case of a company, list the documents that are being submitted as evidence
of proper incorporation of the company in Montserrat or other country of
incorporation:
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
10. List the written evidence that is being submitted to prove that the applicant or
some person or company directly or indirectly connected with the applicant
possesses solid and practical experience in company management:
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
11. List and provide details of any written character reference and police
certificate certifying that neither the applicant and in the case of a company,
any director or officer, has a criminal record either in Montserrat or
elsewhere:
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………

12. In the case of a company, list the documents being submitted regarding the
provision of or an undertaking to provide fully paid-up capital, as required by
the Act, or a guarantee under seal of such sum given by a holding or parent or
other company approved by the Commission:
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
13. Outline the assets, liabilities and capital of the holding company, if any, for
the three years preceding this application:
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
14. Names of any subsidiary companies of the applicant and the address of their
registered offices:
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
15. Details of the applicant’s banker(s) or trust company:
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
…………………………………………………………………………………
NOTE: Please attach the following to this application together with the documents
specified in the Schedule to the Company Management Act:
1. Business plan covering the following:
(a) Background and experience of the applicant and of the applicant’s
shareholders if applicable;
(b) Overview of the proposed business activities, including proposed volumes of business;
(c) Administration of the business, including proposed staffing levels, due diligence and know your customer controls;
(d) Reasons for choosing Montserrat to set up the business.
2. The prescribed non-refundable application fee (regulation 2 of the Company
Management (Fees) Regulation of US $400:

NOTE: Part B of this Application is to be completed by each shareholder, beneficial
shareholder, director, manager, if not a director, and such other person(s) as the
Financial Services Commission may require to be filed with this application:

Part B
DETAILS OF SHAREHOLDERS, DIRECTORS, MANAGERS, OR
SENIOR OFFICERS OF APPLICANT
Full Name and Address of Applicant _______________________________________
_____________________________________________________________________
In connection with the above-named company, I herewith make representations and
supply information about me as hereinafter set forth. (Attach addendum or separate
sheet if space hereon is insufficient to answer any question fully.)
Please state if answer is “no” or “none” where appropriate
1. Surname Name ________________________________________
Forenames ____________________________________________
2. a. Have you ever had you name changed? __________. If yes, give
the reason for the change ___________________________________
b. Other names used at any time. _____________________________
3. Social Security No./ Passport No./National Insurance No./or other similar
identification No. applied to Government Record Systems.
Give details of photo I.D.________________________________________
(Please include copy of photo I.D.)
4. a. Date of Birth ____________________________________________
b. Place of Birth ____________________________________________

5. Nationality, including statement as to whether it was acquired by birth,
descent or naturalisation __________________________________________
6. Business address ______________________________________
7. Business Telephone No. ________________ Fax/E-mail address: ________

8. Current residential/private address
Street _________________________________________________________
City __________________________________________________________
State/Province __________________________________________________
Country _______________________________________________________
9. List your residential/private addresses for the last ten years
DATE ADDRESS CITY AND STATE
______________________________________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________
10. Education: Dates, Names, Locations and Degrees
College _______________________________________________________
______________________________________________________________
Graduate Studies ________________________________________________
______________________________________________________________
Others_________________________________________________________
______________________________________________________________
11. List memberships in Professional Societies and Associations
______________________________________________________________
______________________________________________________________
12. Have you ever been employed in, or had an interest in:
(State YES or NO).
(a) a financial services activity that is licenced by a regulatory authority, or

(b) a gambling activity in any country?
13. In relation to the proposed company management operation are you acting
wholly or partly as a nominee or agent for, or trustee of another person,
persons or organisations? (State YES or NO):
If YES, give the name and address of the person, or persons, or organisations
and the precise nature of your relationship and/or the arrangement:
_____________________________________________________________
______________________________________________________________
14. Present or proposed position with the applicant company ________________
______________________________________________________________
15. In carrying out your duties will you be acting on the direction or instruction of
any other person? If so, give particulars.
______________________________________________________________
16. List complete employment record (up to and including present jobs, positions,
directorates or officerships) for the past twenty years giving:
DATE EMPLOYER & ADDRESS TITLE
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
17. a. Present employer may be contacted. Yes  No 
b. Former employers may be contacted. Yes  No 
c. List names, address, phone/fax numbers of independent references.
_______________________________________________________
_______________________________________________________

_______________________________________________________
_______________________________________________________
18. Have you ever been in a position which required a fidelity bond? _________
If any claims were made on the bond, give details. _____________________
______________________________________________________________
19. Have you ever been denied an individual or position schedule fidelity bond,
had a bond cancelled or revoked? Yes  No 
If yes, give details _______________________________________
20. List any professional, occupational, and vocational licenses issued by any
public or governmental licensing agency or regulatory authority which you
presently hold or have held in the past (State date license issued, issuer of
license, date terminated, reasons for termination).
______________________________________________________________
______________________________________________________________
______________________________________________________________
21. During the last ten years, have you ever been refused a professional,
occupational, or vocational license by any public or governmental licensing
agency or regulatory authority, or has any such license held by you ever been
suspended or revoked? Yes  No 
If yes, give details _______________________________________________
______________________________________________________________
______________________________________________________________
22. List any financial services activity that is licenced by a regulatory authority in
which you control directly or indirectly or own legally or beneficially 10% or
more of the outstanding stock (in voting power).
______________________________________________________________
If any of the stock is pledged in any way, give details.
_____________________________________________________________
23. Have you at any time failed to satisfy any debt adjudged due and payable by
you as a judgement-debtor under an order of a court in Montserrat or
elsewhere? If so, give particulars.

______________________________________________________________
24. Have you, in connection with the formation or management of anybody
corporate, partnership or incorporated institution other than a partnership,
been adjudged by a court in Montserrat or elsewhere civilly liable for any
fraud, misfeasance or other misconduct by you towards such a body or
company, or towards any members thereof? If so give particulars.
_____________________________________________________________
______________________________________________________________
25. Has anybody corporate, partnership or unincorporated institution other than a
partnership with which you were associated as a director or officer in the last
ten years, in Montserrat or elsewhere, been compulsorily wound up or has
made any compromise or arrangement with its creditors, or ceased trading in
circumstances where its creditors did not receive or have yet to receive full
settlement of their claims, either where you were associated with it or within
one year after you ceased to be associated with it? If so, give full particulars.
______________________________________________________________
______________________________________________________________
26. Will you or members of your immediate family subscribe to or own,
beneficially or of record, shares or stock of the applicant company or its
affiliates? ______
If any of the shares or stock are pledged in any way, give details.
______________________________________________________________
______________________________________________________________
______________________________________________________________
27. a. Have you ever been convicted or had a sentence imposed or suspended or had pronouncement of a sentence pardoned for
conviction or pleaded guilty or admit or deny to any information or
indictment charging any felony, or charging a misdemeanour
involving embezzlement, theft, larceny, or mail fraud, or charging a
violation of any corporate securities statute or any insurance law, or
have you been the subject of any disciplinary proceedings of any
federal or state regulatory agency? Yes  No 
If yes, give details:
______________________________________________________.

b. Has any company been charged as a result of any alleged action or
conduct on your part? Yes  No 
If yes, give details:________________________________________
_______________________________________________________
_______________________________________________________
28. Have you ever been adjudged a bankrupt? ____________________________
29. Have you ever been an officer, director, trustee, investment committee
member, key employee, or controlling stockholder of any financial services
activity that is licenced by a regulatory authority which, while you occupied
any such position or capacity with respect to it, became insolvent or was
placed under supervision or in receivership, rehabilitation, liquidation or
conservatorship? Yes  No 
If yes, give details including names and dates: _________________________
______________________________________________________________
______________________________________________________________
30. Has a certificate of authority or license to do business of any financial
services activity that is licenced by a regulatory authority of which you were
an officer or director or key management person ever been suspended or
revoked while you occupied such position? Yes  No 
If yes, give details: ______________________________________________
______________________________________________________________
______________________________________________________________
Dated and signed this ______ day of _________________ at __________________

I hereby certify under penalty of perjury that I am acting on my own behalf, and that
the foregoing statements are true and correct to the best of my knowledge and belief.
_____________________
(Signature of Applicant)
City ________________________


Country ______________________

The above named _______________________________________ personally
appeared before me and is personally known to me, being duly sworn, deposes and
says that he executed the above instrument and that the statements and answers
contained therein are true and correct to the best of his knowledge and belief.

Subscribed and sworn to before me this ____ day of __________________ 20___.


_______________________
(Notary Public)
(Seal)
_____________

FORM 2
(Regulation 4)
CERTIFICATE OF COMPLIANCE
Issued pursuant to section 14(b) of the Company Management Act
NAME OF LICENSEE: ………………………………………………………



We, confirm
that in accordance with the requirements of section 14 of the Company Management
Act (“the Act”) that—
(a) the information set out in licensee’s application for a licence under section 5 of the Act, as modified by any subsequent notification of
change submitted in accordance with section 11 of the Act—
(i) remains correct;
(ii) is an accurate summary of the business of the licensee; and
(b) we provide company management services to less than fifty companies.

………………………………………………………
Director of Licensee



………………………………………………………
Date
_____________

FORM 3
(Regulation 5)
ANNUAL REPORT

A. Services Offered
1. Provide/state the number of companies for which the following services are
provided:
(a) Directors
(b) Nominee shareholders
(c) Secretarial
(d) Custodial (bearer shares)
(e) Company formation agent
(f) Registered office/business address
(g) Company officer

2. Provide information on the following if applicable in regards to bearer
shares:
(a) Number of clients for which bearer shares held in custody.
(b) Number of clients for which bearer shares have been
transferred in the last six months from one party to another.
(c) If bearer shares were transferred were they transferred to a recognised /
authorised custodian?
Yes No
(d) Other Services (please specify):
B. Client Account Reviews
1. Provide information on the following:
(a) How many client companies do you manage?

(b) How many reviews of client companies have been completed in the
past six months?
2. How many companies, if any, are NOT up-to-date with respect to:
(a) Filing of statutory records with the applicable Government
department?
(b) Directors / Officers records?
(c) Minutes?
C. Client Base
1. Provide information in respect to:
(a) Whether you have access to records of the beneficial ownership of all new client companies?
Yes No
(b) Have any clients been removed from the company's client list in the past six months ?
Yes No
(c) Have any clients been added in the past six months?
Yes No

(d) Please provide a list of your client companies in Appendix A.
Yes No

2. What percentage of the beneficial owners of client companies are residing in
each of the following regions?
Country Percentage
(i) Asia
(ii) Caribbean
(iii) Europe
(iv) North America
(v) South America
(vi) Latin America
(vii) Middle East
(viii) Russia
(ix) Others
3. What percentage of your client companies are involved primarily in the
following activities?
Products Percentage
Investments
Import/ Export
Commercial shipping
Registration of yachts
Others, Please specify below
D. General Information
1. Provide information on the following:
(a) Number of suspicious activity reports filed since last reporting
period.
(b) Is there any material litigation outstanding or threat of litigation against
the company? Yes No
If yes, please give details:


(c) Has the institution and/or any directors or shareholders controllers been
subject to criminal or regulatory investigations over the past reporting period,
whether in Montserrat or elsewhere?
Yes No
If yes, please give details:
(d) Are there any industry and/or market related issues which you wish to
draw to the attention of the Commission?
Yes No

2. Please feel free to add additional comments:
Dated and signed this ______ day of _________________ at ________________


………………………………
(Director of Licensee)
I hereby certify this day of , that the
foregoing statements are true and correct to the best of my knowledge and belief.


……………………………….
Independent Auditor
_____________


Copying/unauthorised distribution strictly prohibited. Printed under Authority by
The Regional Law Revision Centre Inc. www.lawrevision.ai