The Government of The Bahamas

CHAPTER 308 COMPANIES
ARRANGEMENT OF SECTIONS
SECTION
PART I PRELIMINARY
Short title. 1.
Interpretation. 2.
PART II CONSTITUTION AND INCORPORATION OF COMPANIES
Legal Formalities
Method of incorporation. 3.
Mode of limiting liability of members. 4.
Memorandum of company with limited liability. 5.
Memorandum of company with unlimited liability. 6.
Memorandum of company limited by guarantee. 7.
Company limited both by shares and by guarantee. 8.
Signature, etc., of memorandum. 9.
Articles of association. 10.
Signature and effect of articles. 11.
Restriction on name of company. 12.
Requirement as to name. 13.
Exclusion of "Limited" from name of companies. 14.
Reserving name. 15.
Incorporation
Certificate of incorporation and consequences thereof. 16.
Registered office. 17.
Company records. 18.
Register of companies. 19.
Copies of memorandum and articles to be given to members. 20.
Publication of name. 21.
Pre-incorporation contracts. 22.
Service of documents on company. 23.
Capacity and Powers
Capacity and powers. 24.
Contracts. 25.
Company seals. 26.
Bills and notes. 27.
Power of attorney. 28.
Alteration of memorandum and articles. 29.
Permitted loans. 30.
Prohibited loans. 31.
Enforcement of prohibited loans. 32.
Power to refer matters to arbitration. 33.
Authentication of summons, notice or proceeding. 34.
PART III SHARE CAPITAL, SHAREHOLDERS AND RELATED MATTERS
Share Capital
Nature of shares and of certain transfers. 35.
Classes of shares and issue thereof. 36.
Variation of shareholders' rights. 37.
Share issue. 38.
Consideration. 39.
Restrictions as to allotment. 40.
Effect of irregular allotment. 41.
Restriction on commencement of business. 42.
Returns as to allotment. 43.
Acquisition of holding of own shares. 44.
Cancellation of shares. 45.
Effect of purchase contract. 46.
Commission for share purchase. 47.
Matters respecting issue of shares warrants. 48.
Alteration of share capital. 49.
Reduction of share capital. 50.
Application to court for confirming order, objections by creditors and settlement of objecting creditors. 51.
Order confirming reduction and powers of court on making such order. 52.
Registration of confirming order and minute of reduction. 53.
Liability of shareholders in respect of reduced shares. 54.
Notice to Registrar concerning changes in share capital. 55.
Members
Register of members. 56.
Rectification of register of members. 57.
Annual list of members and return of capital, shares, call, etc. 58.
Returns in respect of beneficial ownership of shares. 59.
Dividends
Payment of dividends. 60.
Prohibited dividends. 61.
Immunity of shareholders. 62.
Lien on shares. 63.
Liability of present and past members. 64.
Meetings and Proceedings
General meetings. 65.
Extraordinary general meeting. 66.
Meetings called by the court. 67.
Place of meetings. 68.
Meetings outside the Bahamas. 69.
Quorum at meetings. 70.
Voting at meetings and evidence of meetings. 71.
Representative of another body and joint shareholders. 72.
Unanimous shareholder agreement. 73.
Proxies. 74.
Special requirement regarding notice of meeting. 75.
Provision relating to validity of proxy appointment. 76.
Revocation of proxy. 77.
Application of sections 74 to 77. 78.
PART IV MANAGEMENT OF COMPANIES AND PROTECTION OF CREDITORS AND INVESTORS
The Directors
Duty to manage company. 79.
Number of directors and remuneration thereof. 80.
Duty of care. 81.
Disqualified directors. 82.
Directors disqualified by court. 83.
Notice of directors. 84.
Termination of office. 85.
Resignation of director. 86.
Removal of director. 87.
Right to notice. 88.
Filling vacancy. 89.
Change in number of directors. 90.
Notice of change. 91.
Directors' meetings. 92.
Notice and waiver 93.
Adjourned meeting. 94.
Two director board. 95.
Telephone participation. 96.
Delegation. 97.
Limitation of delegated powers. 98.
Validity of acts. 99.
Directors' resolution in writing. 100.
Liabilities of Directors
Liability for share issue. 101.
Liability for other acts. 102.
Contribution for judgment. 103.
Recovery by action. 104.
Defence to liability. 105.
Time limit on liability. 106.
Contractual Interest
Interests in contracts and declaration thereof. 107.
Validity of certain contracts. 108.
Setting aside contract. 109.
Officers of the Company
Designation of officer, etc. 110.
Borrowing Powers of Directors
Borrowing powers. 111.
Procedural Matters and Indemnities
Dissenting resolutions. 112.
Indemnifying directors. 113.
Indemnifying other persons. 114.
Right to indemnify. 115.
Indemnity approved by court. 116.
Insurance of directors, etc. 117.
Financial Disclosure
Annual financial returns. 118.
Exemption of certain matters. 119.
Approval of financial statements. 120.
Auditors' report to be appended to financial statements. 121.
Members' copies. 122.
Registrar's copies. 123.
Application of sections 118 to 123. 124.
Auditors
Appointment of auditor. 125.
Dispensing with auditors. 126.
Disqualified auditors. 127.
Auditor's qualifications. 128.
Powers and duties of auditors. 129.
Removal of auditor. 130.
Filling auditor's vacancy. 131.
Occurrence of vacancy. 132.
Auditor's right to notice. 133.
Auditor's compulsory attendance at meeting. 134.
Statement by auditor. 135.
Notification of error to auditor. 136.
Non-liability for defamation. 137.
Provision as to liability of officers and auditors. 138.
Receivers
Appointment and registration of receiver. 139.
Notice of receivership. 140.
Disqualified receivers. 141.
Functions of receiver. 142.
Functions of receiver-manager. 143.
Court appointed receiver. 144.
Receiver under instrument. 145.
Duty of care. 146.
Duties of receiver. 147.
Directions by court. 148.
Liability of receivers, etc. 149.
Preparation of statement for receiver. 150.
Content of statement. 151.
PART V MERGER, CONSOLIDATION AND CONSEQUENTIAL MATTERS
Definitions for purposes of Part V. 152.
Merger and consolidation. 153.
Merger with subsidiary. 154.
Effect of merger or consolidation. 155.
Disposition of assets. 156.
Redemption of minority shares. 157.
Arrangements. 158.
Rights of dissenters. 159.
PART VI INCORPORATION AND REGISTRATION OF OTHER COMPANIES
Incorporation of Companies without Share Capital
Application of sections 161 to 169. 160.
Form of memorandum. 161.
By-laws. 162.
Directors. 163.
Unlimited membership. 164.
Classes of membership. 165.
Admission to membership. 166.
Voting. 167.
Transfer of members' interests. 168.
Dissolution and distribution. 169.
Registration of Foreign Companies
Interpretation. 170.
Carrying on business in The Bahamas. 171.
Registration of foreign companies. 172.
Requirements for registration of foreign company. 173.
Certificate of registration. 174.
Effect of registration. 175.
Capacity of foreign company. 176.
Suspension of registration. 177.
Cancellation of registration. 178.
Revival of registration. 179.
Name display. 180.
Registered office. 181.
Returns. 182.
PART VII WINDING-UP OF COMPANIES
Preliminary
Definition of "contributory". 183.
Nature of liability of contributory. 184.
Contributories in case of death. 185.
Contributories in case of bankruptcy. 186.
Winding-up by Court
Circumstances giving rise to winding-up by court. 187.
Company when deemed unable to pay its debts. 188.
Application for winding-up to be made by petition. 189.
Power of court. 190.
Commencement of winding-up. 191.
Court may grant injunction. 192.
Course to be pursued by court. 193.
Actions and suits to be stayed. 194.
Copy of order to be forwarded to Registrar. 195.
Power of court to stay proceedings. 196.
Effect of order on share capital of company limited by guarantee. 197.
Court may have regard to wishes of creditors or contributories. 198.
Official Liquidators
Appointment of official liquidator. 199.
Resignations, removals, etc. 200.
Style and duties of official liquidator. 201.
Powers of official liquidator. 202.
Discretion of official liquidator. 203.
Vesting of property in liquidator. 204.
Assistance for liquidator. 205.
Ordinary Powers of Court
Collection and application of assets. 206.
Provisions as to representative contributories. 207.
Power of court to require delivery of property. 208.
Power of court to order payment of debts by contributory. 209.
Power of court to make calls. 210.
Power of court to order payment into bank. 211.
Regulation of account with court. 212.
Representative contributory not paying monies ordered. 213.
Order conclusive evidence. 214.
Creditors not proving in time. 215.
Court to adjust rights. 216.
Court to order costs. 217.
Dissolution of company. 218.
Registrar to make minute of dissolution. 219.
Extraordinary Powers of Court
Power of court to summon persons. 220.
Examination of parties by court. 221.
Power of arrest. 222.
Powers of court cumulative. 223.
Power to enforce orders. 224.
Voluntary Winding-up of Company
Circumstances under which company may be wound up voluntarily. 225.
Commencement of voluntary winding-up. 226.
Effect of voluntary winding-up. 227.
Notice of resolution to wind up. 228.
Consequences of voluntary winding-up. 229.
Special powers and duties of liquidator. 230.
Effect of winding-up on share capital of company limited by guarantee. 231.
Power of company to delegate authority to appoint liquidator. 232.
Arrangement when binding on creditors. 233.
Power of creditor or contributory to appeal. 234.
Power of liquidators or contributories in voluntary winding-up to apply to court. 235.
Power of liquidator to call general meeting. 236.
Power to fill vacancy of liquidator. 237.
Power of court to appoint liquidators. 238.
Liquidators on conclusion of winding up to make up an account. 239.
Liquidator to report meeting to Registrar. 240.
Costs of voluntary liquidation. 241.
Saving of rights of creditors. 242.
Power of court to adopt proceedings of voluntary winding-up. 243.
Winding-up subject to the Supervisor of the Court
Power of court on application to direct winding-up subject to supervision. 244.
Petition for winding-up subject to supervision. 245.
Court may have regard to wishes of creditors. 246.
Powers of court to appoint additional liquidators in winding-up subject to supervision. 247.
Effect of order of court for winding up subject to supervision. 248.
Appointment of voluntary liquidators to office of official liquidators. 249.
Supplemental Provisions
Dispositions after the commencement of winding-up to be rendered void. 250.
Books of the company to be evidence. 251.
Disposal of books, accounts and documents of the company. 252.
Inspection of books. 253.
Power of assignee to sue. 254.
Debts to be proved. 255.
Rules to be observed. 256.
Preferential payments. 257.
Liquidation scheme may be approved. 258.
Acceptance of shares, etc., as consideration for sale of property of company. 259.
Mode of determining price. 260.
Certain attachments and executions to be void. 261.
Fraudulent preference. 262.
Assessment of damages against delinquent directors and officers. 263.
Prosecution of delinquent directors in winding up by court. 264.
Prosecution of delinquent directors in voluntary winding up. 265.
PART VIII ADMINISTRATIVE MATTERS
Responsibility of Registrar. 266.
Application for directions. 267.
Registrar's seal. 268.
Delegation. 269.
Power to investigate. 270.
Removal of companies from Register. 271.
Continuation of liability. 272.
Property to be vested in Treasurer. 273.
Re-vesting of company's property. 274.
Indemnity. 275.
Returns to Registrar. 276.
Certificate of good standing. 277.
PART IX CIVIL REMEDIES, CIVIL PENALTIES AND OFFENCES
Civil Remedies
Definitions. 278.
Derivative action. 279.
Restraining oppressive action. 280.
Limitation of staying of action. 281.
Interim costs. 282.
Restraining order. 283.
Appeal from Registrar's decisions. 284.
Security for costs. 285.
Civil Penalties
Civil penalties. 286.
Recovery of civil penalties. 287.
Offences
Criminal liability and proceedings. 288.
Name offence. 289.
Establishing prohibited association. 290.
Offence regarding reduction of capital. 291.
False return regarding beneficial ownership of shares. 292.
False reports and false statements. 293.
Unsigned balance sheet. 294.
Falsification of company books etc. 295.
Offences in the course of winding up. 296.
Miscellaneous offences. 297.
Penalty of perjury. 298.
PART X MISCELLANEOUS
Exemptions. 299.
Fees. 300.
Amendment of Third Schedule. 301.
Rules and regulations. 302.
Repeals and savings. 303.
Existing companies. 304.
FIRST SCHEDULE - Articles of Association of a Company Limited by Shares.
SECOND SCHEDULE - By-Laws.
THIRD SCHEDULE - Fees to be Paid to the Registrar.
FOURTH SCHEDULE - Repeals.
CHAPTER 308
COMPANIES
An Act to consolidate and revise the law respecting the incorporation, management and control of companies.
[Assent 10th June, 1992] [Commencement 1st August, 1992]	18 of 1992 24 of 1993 28 of 1994 30 of 1995 2 of 1998 1 of 1999 2 of 1999 23 of 1999
PART I PRELIMINARY
1. This Act may be cited as the Companies Act, 1992.	Short title.
2. In this Act-	Interpretation.
"affiliate" or "affiliated company" includes, in relation to another company, a company that directly or indirectly controls, is controlled by, or is under common control with, such other company; and hence is considered to be a member of the same group of companies;
"approved form" means such forms as the Minister approves for the purposes of this Act;
"articles" means the articles of association of a company which prescribe the regulations of that company;
"authorized capital", in relation to a company, means the sum of the aggregate par value of all shares which the company is authorized by its memorandum to issue plus the amount, if any, stated in its memorandum as authorized capital to be represented by shares without par value which the company is authorized by its memorandum to issue;
"Bahamian" means-
(a) a citizen of The Bahamas; or
(b) as regards a company, a company registered under this Act, in which not less than sixty per cent of its shares are beneficially owned by Bahamians;
"capital", in relation to a company, means the sum of the aggregate par value of all the outstanding shares with par value of a company plus-
(a) the aggregate of the amounts designated as capital of all outstanding shares without par value of the company, and
(b) the amounts as are from time to time transferred from surplus to capital by a resolution of directors;
"company" unless the context otherwise requires, means a company that is incorporated or registered under this Act;
"court" means the Supreme Court;
"debenture" includes debenture stock, bonds and any other securities of a company whether consisting of a charge on the assets of the company or not;
"existing company" means a company that was incorporated or registered under an Act in force in The Bahamas prior to the commencement of this Act but does not include a company incorporated under the International Business Company Act;
"former Act" means the Companies Act[i]* which was repealed by this Act;
"individual" means a natural person who has attained the age of majority in accordance with the relevant law;
"member" means a member of a non-profit company or a member of a company limited by guarantee or a shareholder of a company limited by shares or by shares and guarantee;
"memorandum" means the memorandum of association of a company;
"non-profit company" means a company which satisfies the requirements of section 161;
"officer" in relation to a company, means-
(a) the chairman or deputy chairman of the board of directors;
(b) the president, vice-president, managing director, general manager, comptroller, secretary or treasurer; and
(c) any other individual who performs for the body corporate functions similar to those normally performed by the holder of any office specified in paragraph (a) or (b);
"parent company" means a company that owns at least fifty per cent of the outstanding voting shares of each class or series of shares in another company:
Provided that for the purposes of section 154 it means a company that owns more than ninety percent of such shares as aforesaid;
"private company" has the meaning assigned to it by section 62 of the Securities Industry Act, 1998;
"prospectus" means 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 whose shares or any class of whose shares are intended for distribution to the public;
"Registrar" means the Registrar of Companies;
"Registrar of Companies" means the Registrar General;
"resolution of directors" means-
(a) a resolution approved by a duly constituted meeting of directors or a committee of directors of a company by affirmative vote of a simple majority, or such larger majority as may be specified in the articles, of the directors present at the meeting who voted and did not abstain; or
(b) a resolution consented to in writing by a simple majority, or such larger majority as may be specified in the articles, of all the directors or all of the members of the committee, as the case may be,
but, where a director is given more than one vote in any circumstances, he shall in the circumstances be counted for the purposes of establishing a majority by the number of votes he casts;
"resolution of members" or "resolution of the company" means-
(a) a resolution approved at a duly constituted meeting of a company by the affirmative vote of-
(i) a simple majority, or such larger majority as may be specified in the articles, of the votes of the members voting at the meeting either in person or by proxy, or
(ii) a simple majority, or such larger majority as may be specified in the articles, of the votes of the holders of each class or series of shares voting at the meeting either in person or by proxy;
(b) a resolution consented to in writing and supported by-
(i) a simple majority, or such larger majority as may be specified in the articles, of the votes of the members, or
(ii) a simple majority, or such larger majority as may be specified in the articles, of the votes of the holders of each class or series of shares;
"share" includes stock;
"shareholder" means a person who has acquired shares in a company incorporated under this Act that is limited by shares;
"subsidiary company" means a company at least fifty per cent of whose outstanding voting shares of each class or series of shares are owned by another company:
Provided that for the purposes of section 154 it means a company more than ninety percent of whose shares as aforesaid are owned by another company;
"surplus" in relation to a company, means the excess, if any, at the time of the determination of total assets of the company over the sum of its total liabilities as shown in the books of account plus its issued and outstanding share capital.
PART II CONSTITUTION AND INCORPORATION OF COMPANIES
Legal Formalities
3. (1) Subject to subsection (2), two or more persons may incorporate a company with or without limited liability by signing a memorandum and submitting it to the Registrar save that in the case of a non-profit company such signing of the memorandum shall be by two or more individuals.	Method of incorporation.
(2) No person who-
(a) is under the age of majority;
(b) has been found to be of unsound mind by a tribunal in The Bahamas or elsewhere; or
(c) is an undischarged bankrupt,
may join in the incorporation of a company under this Act.
(3) If the memorandum submitted to the Registrar is accompanied by a statutory declaration by a counsel and attorney that to the best of his knowledge and belief no signatory to the memorandum is an individual described in subsection (2), the declaration is, for the purposes of this Act, conclusive of the facts declared therein.
4. The liability of the members of a company incorporated under this Act may, according to the memorandum, be limited either to the amount, if any, unpaid on the shares respectively held by them, or to such amount as the members may respectively undertake by the memorandum to contribute to the assets of the company in the event of its being wound up.	Mode of limiting liability of members.
5. Subject to section 13, where a company is incorporated on the principle of having the liability of its members limited to the amount unpaid on their shares, hereinafter referred to as a company limited by shares, the memorandum shall state-	Memorandum of company with limited liability.
(a) the name of the proposed company with the addition of the word "Limited" or "Ltd." as the last word in such name;
(b) the location in The Bahamas of the registered office;
(c) that the liability of the members is limited;
(d) the amount of capital with which the company proposes to be registered and subject to section 35(3), its division into a stated number of shares of a certain fixed amount;
(e) that no subscriber may take less than one share;
(f) that each subscriber to the memorandum shall write opposite his name the number of shares he takes; and
(g) the number of shareholders, the amount of share capital as indicated by the number of shares and (where applicable) the value of each share with which the company proposes to be registered.
6. Where a company is formed on the principle of having no limit placed on the liability of its members, hereinafter referred to as an unlimited liability company, the memorandum shall state-	Memorandum of company with unlimited liability.
(a) the name of the proposed company;
(b) the location in The Bahamas of the registered office;
(c) where the company has a share capital-
(i) that the liability of the members is unlimited, and
(ii) that each subscriber is obliged to write opposite his name the number of shares he takes; and
(d) the number of members and the amount of share capital (if any) with which the company proposes to be registered.
7. Subject to section 13, where a company is formed on the principle of having the liability of its members limited to such amount as the members respectively undertake to contribute to the assets of the company in the event of a winding up, hereinafter referred to as a company limited by guarantee, the memorandum shall state-	Memorandum of company limited by guarantee.
(a) the name of the proposed company with the addition of the word "Limited" or "Ltd." as the last word in such name;
(b) the location in The Bahamas of the registered office;
(c) that each member undertakes to contribute to the assets of the company, in the event of a winding up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before the time at which he ceases to be a member and of the costs charges and expenses of winding up the company and for the adjustment of the rights of the contributories amongst themselves, such amounts as may be required, not exceeding an amount to be specified therein; and
(d) the number of members with which the company proposes to be registered.
8. (1) Without affecting anything contained in this Act, a company may be limited both by shares and by guarantee and any reference in this Act to a company limited by shares or to a company limited by guarantee shall so far as appropriate include a company limited both by shares and by guarantee.	Company limited both by shares and by guarantee.
(2) The memorandum of a company limited both by shares and by guarantee shall state the number of shares and the value of each share with which the company proposes to be registered.	Company limited both by shares and by guarantee.
9. (1) The memorandum shall be signed by each subscriber in the presence of at least one witness who shall attest his signature.	Signature, etc., of memorandum.
(2) The memorandum shall, when registered, bind the company and the shareholders to the same extent as if-
(a) each shareholder had subscribed his name and affixed his seal thereto; and
(b) there were contained in the memorandum on the part of himself, his heirs, executors and administrators, a covenant to observe all the conditions of such memorandum, subject to this Act.
(3) Where a company referred to in section 5, 6, 7 or 8 increases the number of its shareholders or members or the amount of its share capital beyond the registered number or amount as contained in the memorandum, notification of the increase shall be given to the Registrar within fourteen days of the resolution authorizing the increase and the Registrar shall thereupon record the increase.
10. (1) Subject to subsection (2), articles signed by the subscribers to the memorandum shall be filed with the Registrar in respect of each company not later than six months after the issue of the certificate of incorporation of the company.	Articles of association.
(2) A company limited by shares may, instead of filing articles, notify the Registrar in writing at the time of submission of its memorandum that it adopts the First Schedule either with or without modification.
(3) Modifications to the First Schedule shall be filed with the Registrar.
(4) A company limited by shares which does not file articles within six months from the date of filing its memorandum shall be deemed to have adopted the First Schedule.
11. The articles, when registered, bind the company and the members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto, and there were contained in such articles a covenant, on the part of himself, his heirs, executors and administrators to conform to all the regulations contained in such articles subject to this Act; and all monies payable by any member to the company, in pursuance of the conditions or regulations, shall be deemed to be a debt due from such member of the company.	Signature and effect of articles.
12. (1) No company shall be incorporated under this Act under a name that-	Restriction on name of company.
(a) is identical with that under which an existing company is already incorporated under the former Act or any other Act concerned with the incorporation of companies or which so nearly resembles such other name as to be calculated to deceive or confuse except where the company in existence is in the course of being dissolved or signifies its consent in such manner as the Registrar approves;
(b) contains, without express prior permission of the Registrar which permission may be withheld without assigning a reason, the words "Assurance", "Bank", "Building Society", "Chamber of Commerce", "Chartered", "Cooperative", "Exchange", "Imperial", "Insurance", "Municipal", "Royal", or a word conveying a similar meaning, or any other word that, in the opinion of the Registrar, suggests or is calculated to suggest-
(i) the patronage of the Government of The Bahamas or a Minister of the Government of The Bahamas.
(ii) a connection with any Ministry or Department of the Government of The Bahamas,
(iii) a connection with any local authority or a statutory board; or
(c) is indecent, offensive or, in the opinion of the Registrar, is otherwise objectionable.
(2) Where a company is incorporated under a name that-
(a) is identical with a name under which a company in existence is already incorporated; or
(b) so nearly resembles the name of another company in existence which is already incorporated, as to be calculated to deceive or confuse,
the Register may, whether or not the consent of the company in existence has been obtained pursuant to paragraph (a) of subsection (1), give notice to the last registered company to change its name and if it fails to do so within sixty days from the date of the notice, the Registrar shall direct the company to change its name to such name as the Registrar deems appropriate and the Registrar shall publish a notice of the change in the Gazette.
(3) A company may amend its memorandum to change its name.
(4) Subject to subsections (1) and (2), where a company changes its name the Registrar shall enter the new name in the register of companies in place of the former name and shall issue a new certificate of incorporation indicating the change of name.
(5) A 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 all legal proceedings that have been commenced by or against the company in its former name may be continued in its new name.
13. Subject to section 14, the word "Limited", or the abbreviation "Ltd." must be part of the name of every company incorporated under this Act with limited liability, but a company may use and may be legally designated by either the full or the abbreviated form.	Requirement as to name.
14. (1) Where the Minister is satisfied that an association is about to be incorporated as a limited liability company for the purpose of promoting objects that are religious, charitable, educational, scientific, historical, fraternal, literary, sporting, artistic or athletic, and that the profits (if any) and other income are to be applied to the promotion of those objects, or that there is a prohibition of any dividend or refund of contribution to its members, the Minister may by licence authorize that the association be incorporated without the word "Limited" in its name.	Exclusion of "Limited" from name of companies.
(2) Where it is proved to the satisfaction of the Minister-
(a) that the objects of a company incorporated as a limited liability company are restricted to those specified in subsection (1) and to objects incidental or conducive thereto; and
(b) that, by its constitution, the company is required to apply its profits, if any, or other income in promoting its objects, and is prohibited from paying and dividend to its members,
the Minister may by licence authorize the company to make, by resolution, a change in its name, including or omitting the word "limited" and subsection (3) shall apply to a change of name under this subsection.
(3) Where a company changes its name under subsection (2) the company shall notify the Registrar of such change and the Registrar shall enter the new name in the register of companies in place of the former name, and shall issue a new certificate of incorporation indicating the change of name.
(4) A licence by the Minister under this section may be granted on such conditions and subject to such regulations as the Minister thinks fit, and those conditions and regulations shall be binding on the company, and shall, if the Minister so directs, be inserted in the memorandum and articles or in one of those documents.
(5) An association to which a licence is granted, on incorporation, is entitled to enjoy all the privileges of limited companies and be subject to all their obligations, except those of using the "Limited" as any part of its name and of publishing its name and of sending lists of members and directors and other officers to the Registrar.
(6) A licence under this section may at any time be revoked by the Minister, and upon revocation the Registrar shall enter the word "Limited" at the end of the name of the company as it appears in the register and the exemptions and privileges granted by this section shall cease to apply to the company, but before a licence is revoked by the Minister, he shall inform the company of his intention and shall afford the company an opportunity of being heard in opposition to the intended revocation.
(7) This section applies to a non-profit company as incorporated in accordance with Part VI of this Act.
15. (1) A person may apply in the approved form to the Registrar for the reservation of a name set out in the application as-	Reserving name.
(a) the name of an intended company; or
(b) the name to which an existing company proposes to change its name.
(2) If the Registrar is satisfied as to the bona fides of the application and that the proposed name by which the intended company or existing company could be registered is not such as to contravene the provisions of this Act, he shall reserve the proposed name for a period of six weeks from the date of the lodging of the application.
(3) If at any time while the name is so reserved, application is made to the Registrar for an extension of that period and the Registrar is satisfied as to the bona fides of the application, he may grant an extension for a further period of six weeks.
(4) During the period for which a name is reserved, no company, other than the intended company or an existing company in respect of which the name is reserved, may be registered under this Act, whether originally or on change of name, under the reserved name or under any other name that, in the opinion of the Registrar, so closely resembles the reserved name as to be calculated to deceive or confuse.
(5) The reservation of a name under this section in respect of an intended company or an existing company does not in itself entitle the intended company or existing company to be registered by that name, either originally or on change of name.
Incorporation
16. (1) Upon receipt of a memorandum in conformity with the requirements of this Act, the Registrar shall issue a certificate of incorporation in the approved form; and such a certificate shall be conclusive proof of the incorporation of the company named in the certificate.	Certificate of incorporation and consequences thereof.
(2) From the date of incorporation mentioned in the certificate, the subscribers to 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 of exercising all the functions of an incorporated company, and having perpetual succession and a common seal, with power to hold lands, but with such liability on the part of the members to contribute to the assets of a company in the event of its being wound up.
(3) A copy of a memorandum or articles filed and registered in accordance with this Act or any extract therefrom certified under the hand and seal of the Registrar as a true copy shall be received in evidence in any court in The Bahamas without further proof.
17. (1) A company incorporated under this Act shall at all times maintain a registered office in The Bahamas.	Registered office.
(2) The address of the registered office if not submitted for registration with the memorandum shall be submitted to the Registrar for registration within thirty days from the date of incorporation of the company.
(3) The directors of the company may change the address of the registered office of the company which change shall be notified to the Registrar.
18. (1) A company shall prepare and maintain at its registered office records containing-	Company records.
(a) a copy of the memorandum and articles and all amendments thereto;
(b) minutes of meetings and resolutions of shareholders of the company;
(c) copies of any notice that is required under this Act; and
(d) any register or such like document that is required under this Act.
19. The Registrar shall maintain a register in which shall be entered the following particulars-	Register of companies.
(a) the name of the company;
(b) the location in The Bahamas of the registered office;
(c) the amount of capital of the company, the number of shares into which it is divided and either the nominal value of each share or that the shares are shares of no par value;
(d) the names, addresses and occupations of the subscribers to the memorandum and the number of shares taken by each subscriber;
(e) the date of execution of the memorandum;
(f) the date of the filing of the memorandum;
(g) the number assigned to the company; and
(h) in the case of a company limited by guarantee or which has no limit placed on the liability of its members, a statement that such a company is limited by guarantee or is unlimited, as the case may be.
20. (1) A company shall send to every member at his request and, on payment of such sum as the company may prescribe, a copy of, the memorandum and articles.	Copies of memorandum and articles to be given to members.
(2) Where any alteration is made in the memorandum or articles, every copy issued after the date of alteration shall be in accordance with such alteration.	Copies of memorandum and articles to be given to members.
21. Every company incorporated or registered under this Act shall have its name-	Publication of name.
(a) painted or affixed and shall keep such name painted or affixed on the outside of every office or place in which the business of the company is carried on, or in any corridor, passage or hallway adjacent or proximate thereto, in a conspicuous position, in letters easily legible;
(b) engraved in legible characters on its seal;
(c) typed, printed or stamped in legible characters on all notices, advertisements and other official publications of the company;
(d) typed, printed or stamped in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of such company; and
(e) typed, printed or stamped on all bills of parcels, invoices, receipts and letters of credit of the company.
22. (1) Except as provided in this section, a person who enters into a written contract in the name of or on behalf of a company before it is incorporated is personally bound by the contract and is entitled to the benefits of the contract.	Pre-incorporation contracts.
(2) Within a reasonable time after the company is incorporated, it may, by any action or conduct signifying its intention to be bound thereby, adopt a written contract entered into in its name or on its behalf before it was incorporated.
(3) When a company adopts a contract under subsection (2)-
(a) the company is bound by the contract and is entitled to the benefits thereof as if the company had been in existence at the date of the contract and been a party to it; and
(b) a person who purported to act in the name of the company or on its behalf ceases, except as provided in subsection (4), to be bound by or entitled to the benefits of the contract.
(4) Except as provided in subsection (5), whether or not a written contract made before the incorporation of the company is adopted by the company, a party to the contract may apply to the court for an order under which obligations under the contract may be fixed or being joint or joint and several for apportioning liability between the company and a person who purported to act in the name of the company or on its behalf; and the court may, make any order it thinks fit.
(5) If it is expressly so provided in a written contract, a person who purported to act for or on behalf of a company before it was incorporated is not in any event bound by the contract or entitled to the benefits of the contract.
23. Any writ, notice, order or other document required to be served upon a company may be served by leaving the same, or sending it through the post in a prepaid letter, addressed to the company at its registered office.	Service of documents on company.
Capacity and Powers	Service of documents on company.
24. (1) Subject to this Act, a company incorporated under this Act has the capacity and all the rights, powers and privileges of an individual of full capacity.	Capacity and powers.
(2) A company incorporated under this Act has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside of The Bahamas to the extent that the laws of The Bahamas and of that jurisdiction so permit.
(3) Any limitations in the memorandum or articles on the objects or powers of the company or any limitations whether in the memorandum or articles or resulting from a decision of the company in general meeting on the authority of the board of directors or officers of the company, shall not affect a third party, unless that party actually knows of such limitations or the lack of such authority relating to the relevant transaction.
(4) This section shall not authorize a company to carry on any business or activity in breach of-
(a) any Act prohibiting or restricting the carrying on of the business or activity; or
(b) any provision requiring permission or licence for the carrying on of the business or activity.
25. (1) A contract made according to this section on behalf of a company-	Contracts.
(a) if not otherwise invalid, shall be valid; and
(b) may be varied or discharged in the like manner that it is authorized by this section to be made.
(2) A contract that, if made between individuals, would, by law, be required to be in writing under seal may be made on behalf of a company in writing under seal.
(3) A contract that, if made between individuals would, by law, be required to be in writing or to be evidenced in writing by the parties to be bound thereby may be made or evidenced in writing signed in the name of or on behalf of the company.
26. (1) Every company shall have a common seal with its name engraved thereon in legible characters.	Company seals.
(2) It authorized by its articles, a company may have for use in any country, other than The Bahamas, or for use in any district or place not situated in The Bahamas, an official seal, which shall be a facsimile of the common seal of the company with the addition on its face of the name of every country, district or place where it is to be used.
(3) Every document to which an official seal of the company is duty affixed shall bind the company as if it has been sealed with the common seal of the company.
(4) A company may, by instrument in writing under its common seal, authorize any person appointed for that purpose to affix the company's official seal to any document to which the company is a party in the country, district or place where its official seal can be used.
(5) Any person dealing with an agent appointed pursuant to subsection (4) in reliance on the instrument conferring the authority may assume that the authority of the agent continues during the period, if any, mentioned in the instrument or, if no period is so mentioned, until that person has actual notice of the revocation or determination of the authority.
27. (1) 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 the company by a person acting under the authority of the company, or if expressed to be made, accepted or endorsed on behalf or on account of the company by a person acting under the authority of the company.	Bills and notes.
(2) If any director, manager or officer of a company or any person on its behalf signs or authorizes to be signed on behalf of the company any bill of exchange, promissory note, endorsement, cheque, order for money or goods, or issues or authorizes to be issued any bills of parcels, invoice, receipt or letter of credit of the company wherein its name is not mentioned, he is guilty of an offence and shall be liable on summary conviction to a fine of five hundred dollars and shall further be personally liable to the holder of any such bill of exchange, promissory note, cheque or order for money or goods for the amount thereof, unless the same is duly paid by the company.	Bills and notes.
28. (1) A company may, in writing under seal, empower any person, either generally or in respect of any specified matter, as its attorney to execute deeds or any other document, agreement or instrument on its behalf in any place within or outside The Bahamas.	Power of attorney.
(2) A deed or any other document, agreement or instrument executed by a person empowered as provided in subsection (1) shall bind the company and has the same effect as if it were under the company's seal.	Power of attorney.
29. (1) Subject to this Act, a company may by resolution of the members alter the contents of its memorandum.	Alteration of memorandum and articles.
(2) Subject to this Act and to any conditions contained in its memorandum, a company may by resolution of its members alter or add to its articles.
(3) A company that alters its memorandum under subsection (1) or alters or adds to its articles under subsection (2) shall submit to the Registrar a copy of the resolution of members altering its memorandum or altering or adding to its articles, as the case may be, signed by a director, the secretary or an authorized officer of the company, as a true copy of such resolution and the Registrar shall retain and register such copy of the resolution.
30. Subject to section 31, a company may give financial assistance to any person by means of a loan, guarantee or otherwise-	Permitted loans.
(a) in the ordinary course of business, if the lending of money by such a company is not prohibited by any Act in force in The Bahamas;
(b) on account of expenditures incurred or to be incurred on behalf of the company;
(c) to a parent company, if the company that intends to make the loan or give a guarantee is a subsidiary company of the parent company;
(d) to a subsidiary company of the parent company; and
(e) to employees of the company or any of its affiliates for any purpose including-
(i) to enable or assist them to purchase or erect living accommodation for their own occupation,
(ii) in accordance with a plan for the purchase of shares of the company or any of its affiliates to be held by a trustee, or
(iii) to enable or assist them to improve their education or skills or to meet reasonable medical expenses.
31. (1) When circumstances prejudicial to the company exist, the company or any company to which it is affiliated shall not, except as permitted by section 30, directly or indirectly give financial assistance, by means of a loan, guarantee or otherwise-	Prohibited loans.
(a) to a member, director, officer, or employee of the company or affiliated company, or to an associate of any such person for any purpose; or
(b) to any person for the purpose of, or in connection with, a purchase of a share issued or to be issued by the company or a company with which it is affiliated.
(2) Circumstances prejudicial to the company exist in respect of financial assistance referred to in subsection (1) when there are reasonable grounds for believing that-
(a) the company is unable or would, after giving the financial assistance, be unable to pay its liabilities as they become due; or
(b) the realisable value of the company's assets, excluding the amount of any financial assistance in the form of loan and in the form of assets pledged or encumbered to secure a guarantee, would, after giving the financial assistance, be less than the aggregate of the company's liabilities and issued share capital of all classes.
32. A contract made by a company contrary to section 31 may be enforced by the company or by a borrower for value in good faith without notice of the contravention.	Enforcement of prohibited loans.
33. A company may, from time to time, in writing under its common seal, agree to refer and may refer to arbitration any existing or future difference, question of other matter in dispute between itself and any other company or person; and the parties to the arbitration may delegate to the person to whom the reference is made power to settle any terms or to determine any matter capable of being lawfully settled or determined by the companies themselves or by the directors of other officers of such companies.	Power to refer matters to arbitration.
34. Any summons, notice, order, document or proceedings requiring authentication by a company may be signed by any director, secretary or other authorized officer of the company, and need not be under the common seal of the company, and the same may be in writing or in print, or partly in writing and partly in print.	Authentication of summons, notice or proceeding.
PART III SHARE CAPITAL, SHAREHOLDERS AND RELATED MATTERS
Share Capital
35. (1) The shares or other interest of a shareholder in a company incorporated under this Act are personal property capable of being transferred in the manner prescribed by the articles, and are not of the nature of real property, and each share, unless the articles otherwise provide, shall, in the case of a company having its share capital divided into shares, be distinguishable by its given number.	Nature of shares and of certain transfers.
(2) Any transfer of a share or other interest of a deceased shareholder of a company under this Act made by his personal representative shall, notwithstanding such personal representative may not himself be a shareholder, be of the same validity as if he had been a shareholder at the time of the execution of the instrument of transfer.
(3) Shares may have a nominal or par value or may be of no par value.
(4) Subject to any limitations in its memorandum or articles, a company may issue fractions of a share and unless and to the extent otherwise provided in the memorandum or articles, a fractional share has the corresponding fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a share of the same class or series of shares.
36.