Commencement: 18 May 1992

REPUBLIC OF VANUATU

THE COMPANIES (AMENDMENT) ACT
NO. 4 OF 1990

Arrangement of Sections

1. Amendment of [CAP. 191].
2. Commencement.

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Assent: 26/6/90
Commencement: 18/5/92

THE COMPANIES (AMENDMENT) ACT
NO. 4 OF 1990

A Bill to amend the Companies Act [CAP. 191] and to provide for matters incidental thereto.

BE IT ENACTED by the President and Parliament as follows:-

AMENDMENT OF [CAP. 191]

1. The Companies Act [CAP. 191] is amended as follows:-

(a) In section 125:

(i) by deleting the words "An instrument of a share registered" and substituting therefor the words "An instrument of transfer of a share in an exempted company registered";

(ii) by numbering the present provisions as "subsection (1)";

(iii) by inserting the following new subsection (2):

"(2) An instrument of transfer of a share in a local company registered in a branch register (other than a share in a public company traded on such stock exchange as may be approved by the Minister) shall, for the purposes of the Stamp Duties Act [CAP. 68], be deemed to be a transfer of property situate in Vanuatu.";

(b) In the first line in subsection (1) of section 127 by the words "company having" and substituting the words "company, other than an exempted private company not being a company of a class specified in Schedule 3, having";

(c) In the first line in subsection (1) of section 128 by the words "company not having" and substituting the words "company, other than an exempted private company not being a company of a class specified in Schedule 3, not having";

(d) In subsection (1) of section 130:

(i) by deleting the words "company that" in the second line and substituting therefor the words "company stating" in paragraph (b);

(ii) by inserting at the beginning of sub-paragraph (i) of paragraph (b) the word "that";

(iii) by inserting at the beginning of sub-paragraph (iii) of paragraph (b) the word "that";

(iv) by repealing paragraph (c);

(e) In section 250 by the addition of the following new subsection (5) immediately after subsection (4):

"(5) The Minister may by notice in writing under his hand grant the Official Receiver exemption from the provisions of subsection (1) either generally or in relation to the winding up by the Court of any company.";

(f) In section 377:

(i) by deleting the marginal note and substituting therefor the following new marginal note -

"Annual Return to be filed by every exempted company";

(ii) by deleting the words beginning from the words "the registrar" in the second line of subsection (1) to the words "any member has acted as an agent or nominee" inclusive in the tenth line and substituting therefor the words "the registrar a return containing the particulars and in the form prescribed by the Minister";

(g) In section 392:

(i) by deleting the words "the registration or re-registration of every company" in paragraph (d) of subsection (1) and substituting therefor the words "the original registration of every company";

(ii) by inserting immediately after the word "fee" in paragraph (d) of subsection (1) the words "calculated in accordance with its status on the day upon which the annual fee is due";

(iii) by repealing paragraph (e) of subsection (1);

(iv) by deleting the words beginning from the words "registrar the registration fee" in the fourth line of subsection (3) to the end of the subsection inclusive and substituting therefor the following words together with all grammatical corrections as a consequence thereof -

"registrar a re-registration fee equal to the difference between the registration fee which would be payable on the original registration of a company with such status and the fee actually paid on the original registration of the company together with the fees paid on any subsequent re-registrations of the company.

Where the fee which would be payable on the original registration of a company with such status is exceeded by the sum required to be set off in accordance with this subsection, the company shall not be entitled to any refund or credit;"

(h) By repealing section 408 and substituting the following new section-

"MINISTER MAY DELEGATE POWERS

408. The Minister may delegate the exercise of the several powers vested in him by the foregoing provisions of this Act (other than the power to make rules or regulations, or to delegate under this section), or such of them as he may deem expedient, to the Attorney General or any other Minister and he may delegate all such powers (other than the power to make rules or regulations, or to delegate under this section, or to grant or refuse any permit in relation to a local company, or a public company, or a private company of a class specified in Schedule 3, or to appoint inspectors) to the registrar.";

(i) In Schedule 7:

(i) by inserting the following proviso at the end of paragraph 22 -

"Provided that the registrar may, in his absolute discretion, reduce or remit this fee.";

(ii) by inserting the following new sub-paragraph immediately after sub-paragraph (iv) in paragraph 25-

"(v) Upon lodging late an annual return under section 377".

COMMENCEMENT

2. This Act shall come into force on the day of its publication in the Gazette.

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