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Companies and Business Registration Act - Companies and Business Registration (Fees) Regulations

LAWS OF TUVALU
2008 REVISED EDITION

CAP. 40.12.2

COMPANIES AND BUSINESS
REGISTRATION (FEES) REGULATIONS

Arrangement of Regulations
Regulation

1 Citation
2 repealed
3 The Register
4 Application
5 Registrar of Companies' powers and duties
6 Fees

SCHEDULE 1

(1) APPLICATION FOR COMPANY
(2) APPLICATION FOR PARTNERSHIP

SCHEDULE 2

SCHEDULE 3

Supporting Documents

ENDNOTES

COMPANIES AND BUSINESS REGISTRATION (FEES) REGULATIONS

MADE UNDER SECTION 7 OF THE COMPANIES AND BUSINESS REGISTRATION ACT^[1]

Commencement [1st March 1981]

______________________________________________________________________________

1 Citation

These regulations may be cited as the Companies and Business Registration Regulations.

2 repealed^[2]

3 The Register

The register established in accordance with section 3(1) of the Companies and Business Registration Act^[3] (in these regulations called "the Act") shall be called the Companies and Business Registration Register and shall be maintained in such form as the Registrar of Companies appointed under section 235 of the Companies Act^[4] (hereinafter referred to as the "Registrar of Companies") may prescribe.^[5]

4 Application

(1) All companies filing documents with the Minister under section 3(1) of the Act shall file the information in the form of a completed application form as set out in Schedule 1 to these regulations.

(2) The Registrar of Companies may by notice amend or add to the forms provided for by these regulations and may prescribe such additional forms as he feels fit.^[6]

5 Registrar of Companies' powers and duties^[7]

(1) All applications for registration submitted in accordance with the provisions of regulation 4, shall be submitted to the Registrar of Companies for his consideration.

(2) The Registrar of Companies, shall record in the Companies and Business Registration Register the requisite details of all Companies which the Registrar of Companies finds —

(a) to have duly complied with the provisions of section 3 of the Act; and

(b) in the case of a company, to have been duly incorporated according to the law of the country in which that company is stated in the application to have been registered; and

(c) in the case of partnership where there appears to the Registrar of Companies to be a foreign interest that such interest or interests carry a maximum of 20% of all assets and profits deriving in Tuvalu.^[8]

(3) The Registrar of Companies may require any applicant for registration to provide such further information or documentation as he feels may be necessary to satisfy himself about any of the matters set out in paragraph (2) of this Regulation.

6 Fees^[9]

(1) The fee to be paid by any company or business having its principal place of business in Tuvalu on filing documents in accordance with section 3 of the Act shall be as set out in Schedule 2 to these regulations provided that the Registrar of Companies may in any case that he considers appropriate direct that no fee or a reduced fee only is payable.

(2) The fee to be paid by any company or business not having its principal place of business in Tuvalu on filing documents in accordance with section 3 of the Act shall be as set out in Schedule 3 to these regulations.

(3) In the event of any company or partnership not being entered on the Register then the fee prescribed in paragraph (2) is not refundable unless the Registrar of Companies so directs.

SCHEDULE 1

(Regulation 4)

(1) APPLICATION FOR COMPANY

COMPANIES AND BUSINESS REGISTRATION ACT

Companies and Business Registration Regulations

Company Name .................................................................................................................

Principal Place of Business ...............................................................................................

Country where incorporated...............................................................................................

Date of Incorporation ........................................................................................................

Intended business or occupation in Tuvalu .......................................................................

1. Documents enclosed (delete those not applicable)

(1) Memorandum or Articles.

(2) Charter or Statute.

(3) Certificate of Incorporation.

(4) Copy of prospectus inviting subscription to shares or debentures in Tuvalu.

(5) Other (please list).

(6) Translation of any of above not in English

2. List of Directors. If Directors are Companies please supply list of Directors of those companies so that the individuals who control the Company can be identified.

3. The person who is authorised to accept service of process on behalf of the Company in
Tuvalu is ..................... of ....................

I enclose a written consent by that person to act and a copy of the deed or document which
authorises him to accept service.

I enclose the fee of A$......................... and understand that this fee is not refundable should
the Company not be registered.

Dated ................... day of ................ 20.....

Signed ............................

Note:

(i) This application must be signed by an individual who should state his position in the company.

(ii) To establish a place of business in Tuvalu or to derive any profit from any enterprise or operation in Tuvalu prior to registration is an offence.

(2) APPLICATION FOR PARTNERSHIP

COMPANIES AND BUSINESS REGISTRATION ACT

Companies and Business Registration Regulations

Partnership Name ..............................................................................................................
Country where Partnership formed ...................................................................................
Principal Place of Business ...............................................................................................
Date Partnership formed....................................................................................................
Intended Business or Occupation in Tuvalu .....................................................................

1. Documents enclosed (delete those not applicable)

(1) Partnership Deed.

(2) Partnership Agreement.

(3) Evidence in writing of the terms on which the Partnership exists.

2. List of Partners. If any partner is a company please list the names of that company's Directors.

3. The person who is authorised to accept service of process on behalf of the Partnership in Tuvalu is ......................... of .....................

Enclosed is a written consent of that person to act and a copy of the deed or document authorising him to accept service.

I enclose the fee of A$ ................ and understand that this fee is not refundable should the
Partnership not be registered.

Dated ........................ day of ..................... 20....

Signed ............................

Note:

(i) This application must be signed by an individual who should state his position in the company.

(ii) To establish a place of business in Tuvalu or to derive any profit from any enterprise or operation in Tuvalu prior to registration is an offence.

SCHEDULE 2

(Regulation 6(1))

SCHEDULE 3

(Regulation 6(2))

ENDNOTE
¹ LN 5/1981

Amended by LN 13/1992, commencement 1 October 1992

^[2] Repealed by LN 13/1992

^[3] Cap. 40.12

^[4] Cap. 40.08

^[5] Amended by LN 13/1992

^[6] Amended by LN 13/1992

^[7] Amended by LN 13/1992
^[8] 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.”

^[9] Amended by LN 13/1992