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Companies Ordinance [Cap 10A] - Forms

LAWS OF KIRIBATI
[Cap 10A]
Companies Forms

APPLICATION TO INCORPORATE A COMPANY

Pursuant to section 9(2) of the Companies Ordinance 1979.

To the Registrar of Companies

I/We the undersigned hereby apply to incorporate a company, the particulars of which are shown below:

1. Name of proposed company ................................... LTD

2. General nature of business to be carried on .....................

3. Principal place where business is to be carried on .........

4. Applicant(s) details:

This application is accompanied by fees totalling $.......... and the following documents:
........................................................
.......................................................

Dated this ................... day of ................. 19.....

Signature(s) of ...................

applicant(s) ...................

I do/do not consent

I do/do not consent

.........................................
Registrar of Companies

----------------------------------------------

APPLICATION FOR APPROVAL AND RESERVATION OF NAME

Pursuant to section 14(10)of the Companies Ordinance 1979

NOTE: Applicants are advised to consult the “Notes for guidance on choice and approval of company names” obtainable from the Registrar of companies.

To: The Registrar of Companies

I/We the undersigned hereby apply for approval and reservation of a company name, the particulars of which are shown below:

A fee of $ .................. is enclosed.

Dated ....................... day of ..........................

Signature(s) of ..................

applicant(s) ..................

(State whether Director, Secretary or other)

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NOTICE OF ADDRESS OF REGISTERED OFFICE

Section 16 of the Companies Ordinance 1979

To: the Registrar of Companies:

Registered Number ................................................

Name of Company ..................................................

1. The situation of the registered office of the company is/has

by resolution of the Directors changed to: .......................

..................................................................

2. Communications and notices may be addressed to Post Office

Box Number .......................................................

3. The registered office shown above in paragraph 2 is the address

of ...............................................................

(state name of person, firm or company to whom the company has given custody of its statutory books).

Dated this ...................... day of .........................

Signature ....................................

Director

...................................

Secretary

-----------------------------------------

NOTICE OF APPOINTMENT OF REGISTRARS

Section 31(6)of the Companies Ordinance 1979

To: the Registrar of Companies

............................. LTD (Registered number ............)

hereby gives notice pursuant to section 31(6) of the Companies

Ordinance 1979 that ................................ (state name

of person, firm or company) of ...................... Kiribati

(state address)have been appointed registrars of the company.


Dated this ................. day of...............................


Director................. Secretary....................

---------------------------------------------

RETURN OF ALLOTMENTS

Section 41 of the Companies Ordinance 1979

(To be delivered to the Registrar of Companies within seven days of an issue of shares)

To the Registrar of Companies

............................LTD (Registered number .........)

on the .................. day of ................... made the

following allotment.-

1. Number of snares allotted payable in cash ................

Amount paid or due and payable on each such share ........

Value of each such share .................................

2. Number of shares allotted for a consideration other than

cash .....................................................

Amount to be treated as paid on each such share ..........

Value of each such share .................................

3. The consideration for which such shares have been allotted

is ..........

4. The Allottees are follows:

Dated this ................. day of ........................

........................................
Director

.........................................
Secretary

I hereby certify that the consideration specified in paragraph 3 above has been received by the company

.............................................................
Auditor
or (if there is no auditor) Director

Dated the ................... day of ....................

NOTE: If shares are issued for a consideration other than cash there should be attached to this form a certified copy of the auditor's or other recognised professional valuer's certificate as to the adequacy of the consideration. The original certificate should be attached to the Company's Register of Members.

--------------------------------

PARTICULARS OF DIRECTORS AND SECRETARY

Particulars of Directors of the Company

Particulars of the Secretary of the Company

Director’s interests

-----------------------------

AUDITOR'S NOTICE OF APPOINTMENT

Section 64 of the Companies Ordinance 1979

To the Registrar of Companies,

I ................. (Full name of auditor) of .......................

(address) hereby give notice that I was appointed auditor of ........

......................... LTD (Registered number ...................)

on the ....................... day of .............................

Dated this .................... day of ............................

Signed ...................... (Auditor)

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COMPANIES ORDINANCE 1979


ARTICLES OF ASSOCIATION OF

1. The Company shall be known as the .................................... unless subsequently changed by resolution of the Directors in consultation with the Registrar.

2. The Registered Office of the Company will be located at ..................... Republic of Kiribati.

3. The nature and objects of the Company are unrestricted but will initially operate a

4. The Company shall, by virtue of the Companies Ordinance 1979, have all the authority and powers of a natural person of full capacity essential to carry on any lawful business and for the furtherance of its objects and of any duly authorised business carried on by it.

5. The authorised share capital of the Company is issued equally in ordinary shares of par value of .......... each.

All share of the Company are equal in every respect.

6. (a) The Directors of the Company at incorporation are-

Name Signature

(b) The Secretary of the Company at incorporation is-

Name Signature

7. The Company shall operate in accordance with the Rules contained in Schedule 1 which is attached hereto.

We the undersigned Shareholders hereby agree to the foregoing Articles of Association-

Name Signature

this day of 19 .

SCHEDULE 1

RULES AND CONSTITUTION FOR A PRIVATE LIMITED COMPANY

1. The company is a private company and accordingly-

(a) the right to transfer shares is restricted as provided in Rule 2 of these Rules: and

(b) the number of members may not exceed 20, not including persons who under section 130 need not be counted in computing the said limit of 20; and

(c) the company is prohibited from making any public offer or invitation to the public to acquire any of its shares or debentures; and

(d) the company is prohibited from issuing bearer shares or share warrants in bearer form or bearer convertible debentures.

Transfer and Transmission of Shares

2. No transfer of any share may be made except with the approval of the directors, and no share may be transferred to an infant or to a person under any legal disability.

3. The provisions of section 132 shall apply, but so that no member may serve the company with a transfer notice in accordance with the rights conferred thereby unless he shall have been a member of the company for at least 3 years.

Directors

4. Directors shall be appointed and shall hold office in accordance with the provisions of section 131.

Meetings

5. The quorum at general meetings shall be in accordance with section 78(2), namely if the company has only 1 member that member or his proxy shall be a quorum, or if the company has more than 1 member 2 members present in person or by proxy or 1 member so present who holds or represents more than 50 per cent of the voting rights exercisable at the meeting.

Increase of Capital

6. The company shall comply with the provisions of section 134(2) relating to any increase in its share capital.

Shares and Variation of Rights

7. On the issue of any new shares in the company the directors shall comply with section 36.

8. If at any time the shares are divided into different classes the rights attached to any class may be varied as provided in section 33.

9. The company may pay commission or brokerage as provided in section 40.

10. Shares Certificates will be issued in accordance with section 31.

11. The share capital of the company may be altered in accordance with section 42.

Transfer and Transmission

12. The shares of the company are transferable free from any restriction save that a share may not be transferred to a minor or to a person under any legal disability.

13. Shares shall be transferable and transfers shall be registered in the manner provided by section 27.

14. In the event of the death of a shareholder or in the event of the ownership of any share devolving upon any person by reason of his being the legal personal representative, receiver or trustee in bankruptcy of the holder or by operation of law the provisions of section 27 (15) shall apply.

Dividends

15. The company may by ordinary resolution declare dividends in respect of any year or other period, but no dividend shall exceed the amount recommended by the directors.

16. The directors may from time to time pay interim dividends in accordance with section 66(6).

17. No dividend shall be paid unless-

(a) the company will, after payment, be able to pay its debts as they fall due; and

(b) the amount of such payment does not exceed the amount of the company's income surplus immediately prior to the making of such payment.

18. The directors may, before recommending any dividend, set aside out of the profits or income surplus of the company such sums as they think proper in order to provide for a known liability (including a disputed or contingent liability) or as a depreciation or replacement provision and may carry forward any profits or income surplus which they may think prudent not to distribute.

19. All dividends shall be declared and paid as a fixed sum per share.

20. No dividend shall bear any interest against the company.

21. Any dividend payable in cash may be paid by cheque or warrant (made payable to the order of the person to whom it is sent) sent by post and directed to the registered address of the shareholder or, in the case of joint holders, to the registered address of the one who is first named on the register of members or to such person and to such address as the holder or joint holders may in writing direct. Every dividend payment shall be accompanied by a statement showing the gross amount of the dividend and any tax deducted or deemed to be deducted therefrom.

22. The company may in accordance with section 66 (7) and (8) upon the recommendation of the directors-

(a) make a capitalisation issue of shares; or

(b) provide for payment of a dividend in whole or in part by distribution of securities for money of fully paid shares or debentures of any other body corporate of fully paid debentures of the company.

23. Unclaimed dividends may be cancelled and forfeited in accordance with section 66.

Accounts and Audit

24. The directors will cause proper books of account to be kept and a profit and loss account shall be prepared and circulated in accordance with sections 62 and 63. Subject to the availability of an independent auditor the directors may or may not appoint an auditor, subject to the approval of the shareholders, in accordance with sections 133, 135, or 64 of the Companies Ordinance, whichever is applicable at the time.

General Meetings

25. Annual General Meetings shall be held in accordance with section 70.

26. Extraordinary General Meetings may be convened by the directors whenever they think fit in accordance with section 70, and shall be convened on a requisition in accordance with section 77.

27. The quorum required for a general meeting shall be 2 members present or by proxy, and notice of general meetings shall be given to the persons entitled to receive notice and to attend general meetings in accordance with section 71.

28. In accordance with section 80, any member entitled to attend and to vote at a general meeting may appoint another person (whether a member of the company or not) as his proxy to attend and vote instead of him, and a proxy shall have the same rights as the member to speak at the meeting and to demand or join in demanding a poll.

29. An instrument appointing a proxy shall be in the following form or a form as near thereto as the circumstances admit-

Limited

I/We

being a member/members of the above-named company hereby appoint of or failing him of as my/our proxy to vote for me/us on my/our benefit at the Annual Extraordinary General Meeting of the company to be held on the day of l9 and at any adjournment thereof.

This Form is to be used-

in favour of
* resolution No. l
against

in favour of
* resolution No. 2
against

Unless otherwise instructed, the proxy will vote or abstain as he thinks fit.

* Strike out whichever is not desired.

Signed this day of 19 .

30. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the company, or at such other place in Kiribati as is specified in the notice convening the meeting, not less than 24 hours before the time for holding the meeting or adjourned meeting or in the case of a poll before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.

31. A body corporate which is a member may attend and vote either by proxy or by a representative appointed in accordance with section 81.

32. General meetings shall be conducted in accordance with sections 82 to 85.

33. Minutes of general meetings shall be kept in accordance with section 88

34. If at any time the shares of the company are divided into different classes the foregoing rules shall apply to meetings of any class of members as they apply to general meetings, but so that the necessary quorum shall be as set out in section 86.

Votes of Members

35. Subject to any rights or restrictions for the time being attached to any class of shares on a show of hands every member present in person shall have 1 vote and on a poll every member present in person or by proxy shall have 1 vote for each share of which he is the holder.

Directors

36. The number of directors of the company shall not be less than 2 or more than 10.

37. The continuing directors may act notwithstanding any vacancy in their body but if and so long as their number is reduced below 2 or the number fixed by these Rules as the necessary quorum they may act in the ordinary course of the business of the company for a period not exceeding 14 days after their number is so reduced but thereafter shall only act for the purpose of increasing their number to the minimum number or of summoning a general meeting of the company or of notifying the Registrar as required by section 91 and for no other purpose.

38. The following provisions shall apply as regard the election and retirement of directors:-

(a) at the first Annual General Meeting of the company all the directors shall retire from office and at each subsequent Annual General Meeting one-third of the directors for the time being or if their number is not 3 or a multiple of 3 then the number nearest one-third shall retire from office; and

(b) the directors to retire in every year under paragraph (a) shall be those who have been longest in office since their last election, but as between persons who became directors on the same day those who retire shall (unless they otherwise agree among themselves) be determined by lot; and

(c) in addition to the directors to retire at an Annual General Meeting under paragraph (a) any director who under section 91, 94 or 95 is due to retire shall retire at the relevant Annual General Meeting; and

(d) a retiring director shall be eligible for re-election; and

(e) a director appointed to the office of managing director or executive office shall not while holding that office be subject to retirement by rotation or be taken into account in determining the rotation of retirement of directors; and

(f) the company at the Annual General Meeting at which a director retires as aforesaid may fill the vacated office by electing a person thereto and in default the retiring director shall, if offering himself for re-election, be deemed to have been re-elected unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution for the re-election of such director shall have been put to the meeting and lost; and

(g) no person other than a director retiring at the meeting shall, unless recommended by the directors, be eligible for election to the office of director at any general meeting unless not less than 3 nor more than 28 days before the date appointed for the meeting there shall have been left at the registered office of the company notice in writing signed by a member entitled to attend and vote at the meeting of his intention to propose such person for election, and also notice in writing signed by that person of his willingness to be elected; and

(h) on any increase or decrease in the number of directors the company may by ordinary resolution determine in what rotation the increased or decreased number is to retire from office; and

(i) the directors shall have power at any time and from time to time to appoint any person to be a director either to fill a casual vacancy or as an addition to the existing directors but so that the total number of directors fixed by these Rules shall not be exceeded. Any director so appointed shall hold office only until the next following Annual General Meeting and shall then be eligible for re-election but shall not be taken into account in determining the directors who are to retire by rotation at such meeting.

39. The persons referred to in section 91 (6) and (7) shall not be competent to be appointed directors of the company.

40. A director need not hold any shares in the company but shall have the right to receive notice of and to attend and speak at all meetings of the company.

41. The office of director shall be vacated and a director may be removed in accordance with section 93

42. Any director may be represented at any meeting of the directors by his alternate appointed and approved in accordance with section 109.

43. At least 2 directors of the company shall at all times be resident in Kiribati.

44. The remuneration payable to any director in whatsoever capacity shall be determined and approved by the members in general meeting in accordance with section 96.

45. The proceedings of directors shall be regulated in accordance with section 112, and the directors may delegate any of their powers to committees in accordance with section 67(7).

46. Minutes of meetings of the directors and of any committee of directors shall he kept in accordance with section 113.

Powers and Duties of Directors

47. The business of the company shall be managed by the directors who may pay all expenses properly incurred in promoting and registering the company. Subject to section 99 the directors may exercise all such powers of the company (including power to borrow money and to mortgage or change its property and undertaking or any part thereof and to issue debentures) as are not by the Ordinance or these Rules required to be exercised by the members in general meeting.

48. In any transaction with the company or on its behalf and in the exercise of their powers the directors shall observe the duties and obligations imposed on them by sections 100, 101 and 102.

49. Subject as provided in and subject to compliance with section 102, a director may enter into any contract with the company and such contract, or any other contract of the company in which any director is in any way interested, shall not be liable to be avoided nor shall any director be liable to account for any profit made thereby by reason of the director holding the office of director or of the fiduciary relationship thereby established, and any director may act by himself or his firm in a professional capacity for the company (except as auditor) and his firm shall be entitled to proper remuneration for professional services as if he were not a director.

Executive and Managing Directors

50. The directors may exercise the powers conferred by sections 94 and 95 to appoint 1 or more of their number to any other office or place of profit under the company (other than the office of auditor) or to appoint 1 or more of their body to the office of Managing Director for such period and on such terms as they may determine and, subject to the terms of any agreement entered into in any particular case, may from time to time revoke any such appointment.

51. The provisions of sections 94 and 95 shall apply to any appointment made by the directors under Rule 44 and if the company omits to hold its Annual General Meeting and thus fails to ratify any appointment made under Rule 44 such appointment shall terminate without compensation on 31 December of the year in which such Annual General Meeting should have been held.

52. The secretary of the company shall be appointed by the directors and any person so appointed, and the first secretary named in the Articles of the company, shall hold office for such period and at such remuneration and upon such conditions as the directors shall think fit, and the first secretary, and any secretary so appointed may be removed from office by the directors subject however to his right to claim damages if removed in breach of contract. The directors shall have similar power to appoint a deputy or assistant secretary or to appoint 2 or more persons to act jointly as joint secretaries, and to appoint any body corporate to act as secretary provided that such body corporate designates 1 of its directors to undertake all the obligations imposed on such body corporate by virtue of its appointment as secretary of the company.

53. Any provision in the Ordinance or these Rules requiring or authorising an act or thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.

54. The directors may from time to time appoint executives and agents of the company and may appoint any body corporate, firm or body of persons to be attorney or attorneys or agent or agents of the company for any of the purposes of its business, and vest in any such appointee any of the powers, authorities or discretion exercisable by the directors and for such period, at such remuneration and upon such conditions as they may think fit and may also authorise any such appointee to delegate all or any of the powers authorities or discretions vested in him, and the directors may revoke any such appointment subject however to the appointee's right to claim damages for breach of any contract relating to his appointment.

The Seal

55. The directors shall provide for the safe custody of the seal (if any) of the company and of any additional seal which they determine pursuant to section 69 shall be adopted and available for use by the company which shall only be used by the authority of the board of directors, or a committee of the directors authorised by the directors for that purpose, and every instrument to which the seal shall be affixed shall he signed by a director and shall be countersigned by the secretary. or any deputy or assistant secretary, or by some other person resident in Kiribati appointed by the directors for that purpose and whose appointment has been notified to the Registrar in accordance with the said section 69.

56. The directors shall ensure that the company shall comply with the provisions of section 69 as to the maintenance of records relating to the occasions when the seal of the company is used and shall be responsible for the control and exercise of the powers of the company under section 69 as to the use of a seal of the company outside Kiribati.

Service of Documents

57. Any document maybe served by the company on any member, director or debenture holder of the company in the manner provided by section 141.

Winding Up

58. If the company shall be wound up the liquidator may with the sanction of a special resolution of the relevant, members divide among such members in specie or kind the whole or any part of the assets of the company and may for that purpose set such value as he considers fair upon any assets to be divided as aforesaid and may determine how such division shall be carried out as between such members. The liquidator may with the like sanction vest the whole or any part of any such assets in trustees upon such trusts for the benefit of the relevant members as the liquidator thinks fit but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

Interpretation

59. In these Rules, unless the context otherwise requires, words or expressions shall bear the same meaning as in the Ordinance and "the Ordinance" means the Companies Ordinance.

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