Companies Act · 2021 Revised Edition · Part · Incorporation of Companies and Matters Incidental Thereto
30. Circumstances in which company ceases to be, or to enjoy privileges of, private company
Official textFrom Attorney General's Chambers, unchanged
If a company, being a private company, alters its articles in such manner that they no longer include the provisions which, under section 29, are required to be included in the articles of a company in order to constitute it a private company, the company shall, as on the date of the alteration, cease to be a private company and shall, within a period of 14
days after the said date, deliver to the Registrar for registration a prospectus or a statement in lieu of prospectus in the form and containing the particulars set out in Schedule 2.
Registrar
"Registrar" means the Registrar of Companies appointed under section 288, and includes any Deputy Registrar or Assistant Registrar;
If default is made in complying with subsection (I), the company and every officer of the company who is in default is guilty of an offence and liable on conviction to a default fine of $500.
officer
"officer", in relation to a corporation, includes - (a) any director or secretary of the corporation or a person employed in an executive capacity by the corporation; @) a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and (c) any liquidator of a company appointed in a voluntary winding up, but does not include - (i) any receiver who is not also a manager; (ii) any receiver and manager appointed by the Court; (iii) any liquidator appointed by the Court or by the creditors; and (iv) an Executive Manager appointed by the Minister under section 230(1) of the Insolvency Order, 2016 (S 112016);
Where the articles of a company include the provisions aforesaid but default is made in complying with any of those provisions, the company shall cease to be entitled to the privileges and exemptions conferred on private companies under the provisions contained in sections 3 1, 109(3) and 129(1), and thereupon those provisions apply to the company as if it were not a private company:
articles
"articles" means the articles of association of a company, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained in Table A in Schedule 1;
Provided that the Court, on being satisfied that the failure to comply with the conditions was accidental or due to inadvertence or to some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may, on the application of the company or any other person interested and on such terms and conditions as seem to the Court just and expedient, order that the company be relieved from such consequences as aforesaid.
REDUCTION OF NUMBER OF MEMBERS
BELOW LEGAL MINIMUM
Terms defined in s 2
articles
Defined · s 2"articles" means the articles of association of a company, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained in Table A in Schedule 1;
default fine
Defined · s 2"default fine" means a default fine within the meaning of section 3 14;
officer
Defined · s 2"officer", in relation to a corporation, includes - (a) any director or secretary of the corporation or a person employed in an executive capacity by the corporation; @) a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and (c) any liquidator of a company appointed in a voluntary winding up, but does not include - (i) any receiver who is not also a manager; (ii) any receiver and manager appointed by the Court; (iii) any liquidator appointed by the Court or by the creditors; and (iv) an Executive Manager appointed by the Minister under section 230(1) of the Insolvency Order, 2016 (S 112016);
private company
Defined · s 2"private company" means - (a) any company which immediately prior to 3 1 st December 201 0, being the date of commencement of the Companies Act (Amendment) Order, 201 0 (S 1 18/20 1 O), was a private company; @) any company incorporated as a private company by virtue of section 29; or (c) any company converted into a private company pursuant to section 30, being a company which has not ceased to be a private company under section 30;
prospectus
Defined · s 2"prospectus" means any prospectus, notice, circular, advertisement or other invitation, offering to the public for subscription or purchase of any shares or debentures of a company;
Registrar
Defined · s 2"Registrar" means the Registrar of Companies appointed under section 288, and includes any Deputy Registrar or Assistant Registrar;
Part
Share Capital and Debentures Prospectus
Part 3
Part
Management and Administration Registered Office and Name
Part 5
Part 6
Part 7
Part 8
Part 9
Part
Restrictions on Sale of Shares and Offers of Shares for Sale
Part
Prohibition of Partnerships with More Than Twenty Members
Part