Companies and Business Registration Act


2008 Revised Edition

CAP. 40.12






COMPANIES AND BUSINESS
REGISTRATION ACT

Companies and Business Registration Act CAP. 40.12 Arrangement of Sections





2008 Revised Edition


Page 3



COMPANIES AND BUSINESS REGISTRATION ACT

Arrangement of Sections
Section
1 Short title................................................................................................................ 5
2 Interpretation.......................................................................................................... 5
2A Restriction on application ...................................................................................... 6
3 Registration of companies and partnerships .......................................................... 6
3A Limit on foreign interests....................................................................................... 6
4 Filing of annual balance sheet................................................................................ 7
5 Use of word “Limited”........................................................................................... 7
5A Filing of documents ............................................................................................... 7
6 Offence................................................................................................................... 8
7 Regulations ............................................................................................................ 8

Supporting Documents

ENDNOTES 9

Companies and Business Registration Act CAP. 40.12 Section 1





2008 Revised Edition


Page 5



COMPANIES AND BUSINESS REGISTRATION ACT

AN ACT TO GOVERN THE REGISTRATION OF COMPANIES AND
OTHER BUSINESS ENTERPRISES IN TUVALU1

Commencement [1st October 1978]

1 Short title
This Act may be cited as the Companies and Business Registration Act.

2 Interpretation
In this Act, unless the context otherwise requires —

“certified” means certified in the prescribed manner to be a true copy and
correct translation;

“director” includes any person occupying the position of director of a
company, by whatever name called;

“partnership” means any 2 or more persons combining together on more
than one occasion in a common business enterprise with a view to profit;

“place of business” includes a share transfer or registration office;

“prescribed” means prescribed by regulations made under the provisions of
section 7;

“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.

Section 2A CAP. 40.12 Companies and Business Registration Act





2008 Revised Edition Page 6




2A Restriction on application2
On and after the commencement of the Companies Act,3 nothing in this Act shall
apply to an external company to which that Act applies.

3 Registration of companies and partnerships
(1) Every company or partnership which has established or shall establish a place

of business in Tuvalu or which derives profits from any enterprise or
operation in Tuvalu shall file with the Minister the following documents —
(a) a certified copy of the charters, statutes or memorandum and articles of

the company or other instrument constituting or defining the
constitution of the company, or, in the case of a partnership, a copy of
the deed or agreement creating such partnership or written evidence of
the terms upon which such partnership exists and which, in the case of
such partnership having foreign interests, clearly sets out that such
interests carry a maximum of 20 per cent4 of all assets and profits that
may be derived or accruing from the operations of such partnership in
Tuvalu, and if the relevant document is not in the English language, a
certified translation thereof in English;

(b) a list of directors of the company or of the partners in the partnership,
as the case may be;

(c) the names and addresses of one or more persons resident in Tuvalu
authorised to accept on behalf of the company or partnership service of
process or of any notices required to be served on the company or
partnership or on any partner in respect of partnership business.

(2) The Minister shall cause a register of all information filed under this section
to be maintained in such form as he may prescribe.

(3) In the event of any alteration being made or necessitated in any document
filed under subsection (1)(a) hereof or in any of the particulars furnished
under the foregoing subsections the company or partnership shall, within the
prescribed time, file with the Minister a notice of such alteration.

(4) Any process or notice required to be served on a company or partnership or
any partner in respect of partnership business shall be sufficiently served if
addressed to any person whose name has been filed under the foregoing
provisions of this section and left at the address which has been so filed.

3A Limit on foreign interests
(1) No partnership shall have foreign interests greater than such percentage of

each of —
(a) all assets; and

Companies and Business Registration Act CAP. 40.12 Section 4





2008 Revised Edition


Page 7



(b) all profits that may be derived or may accrue from the operations of the
partnership in Tuvalu,

as the Minister may by regulations prescribe, either subject to prescribed
conditions or unconditionally.5

(2) Regulations under subsection (1) may —
(a) be made either in relation to all partnerships (with or without specified

exceptions) or in relation to a specified class or description of
partnership; and

(b) make the same provision for all partnerships, different provisions for
different classes or descriptions of partnerships or different provisions
for the same classes or descriptions of partnerships for different
purposes.

(3) Without prejudice to section 6, the Minister shall refuse to register a
partnership which does not comply with regulations under subsection (1).

4 Filing of annual balance sheet
(1) Every company or partnership to which this section applies shall in every year

file with the Minister a balance sheet properly drawn up so as to exhibit a true
and correct view of the state of affairs of the company or partnership.

(2) For the avoidance of doubt it is hereby declared that any balance sheet filed
under the foregoing subsection shall be made available by the Minister to the
Minister responsible for the administration of the Income Tax Act.6

5 Use of word “Limited”
Every company to which this Act applies and which used the word “Limited” as part
of its name shall —

(a) in every prospectus inviting subscriptions for its shares or debentures in
Tuvalu state the country in which it is incorporated;

(b) conspicuously exhibit on every place where it carries on business in
Tuvalu the name of the company and the country in which it is
incorporated; and

(c) display the name of the company and of the country in which it is
incorporated on all bill-heads and letter paper and in all notices,
advertisements and other official publications of the company.

5A Filing of documents
(1) Every individual carrying on a business enterprise (otherwise than in

partnership) with a view to profit shall, within 30 days of the relevant date,
file with the Minister such document or documents as may be prescribed.

Section 6 CAP. 40.12 Companies and Business Registration Act





2008 Revised Edition Page 8




(2) In this section, “the relevant date” in relation to an individual carrying on a
business enterprise as provided in subsection (1) means the date on which he
starts doing so.

6 Offence
If any company or partnership to which this Act applies fails to comply with any of
the requirements of this Act, such company and every officer or agent of such
partnership shall be liable to a fine of $100, or in the case of a continuing offence,
$10 for every day during which the failure continues.

7 Regulations
The Minister may make regulations to carry out the provisions of this Act, including
but not restricted to the prescription of fees to be paid in respect of the filing of any
document.

Companies and Business Registration Act CAP. 40.12 ENDNOTES





2008 Revised Edition


Page 9



ENDNOTES


1 1990 Revised Edition, Cap. 59 - Acts 2 of 1978, 3 of 1985 and 2 of 1987
Amended by Act 13 of 1991, commencement 2 April 1992
2 Inserted by Act 2 of 1987 and amended by Act 13 of 1991
3 Cap 40.08
4 The Partnerships (Foreign Interests) Regulations 1987 (LN 2/1987) specified that —
“the prescribed percentage limit on foreign interests in a partnership is 40% for each of -

(a) all assets, and
(b) all profits that may be derived or may accrue from the operations of the partnership in

Tuvalu.”
5 See note at endnote 4
6 Cap. 26.16