Commencement: 1 March 1993

REPUBLIC OF VANUATU

COMPANIES (AMENDMENT) ACT
NO. 31 OF 1992

Arrangement of Sections

1. Amendment of section 1 of Chapter 191.
2. Replacement of section 127 of the principal Act.
3. Repeal of sections 128, 129, 130 and 131 of the principal Act.
4. Replacement of section 149 of the principal Act.
5. Insertion of new sections 149A, 149B and 149C in the principal Act.
6. Replacement of section 161 of the principal Act.
7. Amendment of section 163 of the principal Act.
8. Amendment of section 308 of the principal Act.
9. Amendment of section 392 of the principal Act.
10. Amendment of section 408 of the principal Act.
11. Repeal of Schedule 5 of the principal Act.
12. Amendment of Schedule 7 to the principal Act.
13. Insertion of new Schedule in the principal Act.
14. Transitional provisions.
15. Commencement.

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Assent: 16/12/92
Commencement: 01/03/93

COMPANIES (AMENDMENT) ACT
NO. 31 OF 1992

An Act to amend the Companies Act [CAP. 191].

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

AMENDMENT OF SECTION 1 OF CHAPTER 191

1. The Companies Act [CAP. 191], in this Act referred to as the "principal Act" is amended in section 1 -

(a) by deleting the definition of "annual return" and substituting the following definition:-

""annual return" means the return required to be made under section 127 or under section 377;"

(b) by deleting the definition of "financial year" and substituting the following definition:-

""financial year" has the meaning assigned to it by section 149;"

REPLACEMENT OF SECTION 127 OF THE PRINCIPAL ACT

2. Section 127 of the principal Act is repealed and the following section is substituted:-

"DUTY TO DELIVER ANNUAL RETURNS

127. (1) Every company, other than an exempted private company not being a company of a class specified in Schedule 3, shall each year deliver to the registrar a return made up to the company's "return date".

(2) Each return shall-

(a) be in the prescribed form;

(b) contain such information as may be prescribed;

(c) be signed by a director and the secretary of the company;

(d) have annexed thereto such certificates as may be prescribed,

and shall be delivered to the registrar within 28 days after the return date.

(3) If a company fails to deliver an annual return in accordance with this section before the end of the period of 28 days after a return date, the company and every officer of the company who is in default shall be liable to a default fine.

(4) For the purpose of subsection (1), a company's return date shall be-

(a) in the case of a company registered under Part II or Part XII, the anniversary of the company's incorporation; and

(b) in the case of a company registered under Part IX or Part X, the anniversary of the company's registration.

(5) For the purposes of subsection (3) and section 400, the period of default continues until such time as an annual return made up to that return date and complying with the requirements of subsection (2) (except as to date of delivery) is delivered by the company to the registrar.

(6) For the purposes of this section the expression "officer" shall include any person in accordance with whose directions or instructions the directors of the company are accustomed to act."

REPEAL OF SECTIONS 128, 129, 130 AND 131 OF THE PRINCIPAL ACT

3. Sections 128, 129, 130 and 131 of the principal Act are hereby repealed.

REPLACEMENT OF SECTION 149 OF THE PRINCIPAL ACT

4. Section 149 of the principal Act is repealed and the following section is substituted-

"FINANCIAL YEAR"

149. (1) Every company shall have a "financial year" to be determined in accordance with this section.

(2) A company's first financial year shall begin with the first day of its first accounting reference period and shall end with the last day of that period.

(3) Each subsequent year shall begin with the day immediately following the end of the company's previous financial year and end with the last day of its next accounting reference period."

INSERTION OF NEW SECTIONS 149A, 149B AND 149C IN THE PRINCIPAL ACT

5. The following new sections are inserted after section 149 of the principal Act -

"ACCOUNTING REFERENCE PERIODS AND ACCOUNTING REFERENCE DATES

149A. (1) A company's accounting reference periods shall be determined according to its accounting reference date.

(2) A company may, at any time before the end of the period of 9 months beginning with the date of its incorporation, or in the case of a company registered under Part X, its registration, by giving notice to the registrar in the prescribed form, specify its accounting reference date, being the date upon which its accounting reference period ends in each calendar year.

(3) If a company does not give notice to the registrar in accordance with subsection (2), a company's accounting reference date shall be -

(a) the last day of the month in which the anniversary of its incorporation or registration falls;

(b) in the cases of a company incorporated or registered before 1st January, 1992 which has at any time on or after 1st January, 1989 filed and audited balance sheet with the registrar, the date up to which the last such balance sheet filed was made up;

(c) in the case of a company incorporated or registered before 1st January, 1992 which has not at any time on or after 1st January, 1989 filed an audited balance sheet with the registrar and in the case of a company incorporated or registered on or after 1st January, 1992, the last day of the month in which the anniversary of its incorporation or registration falls.

(4) A company's first accounting reference period is the period of more than six months, but not more than eighteen months, beginning with the date of its incorporation or registration and ending with its accounting reference date.

(5) A company's subsequent accounting reference periods are successive periods of twelve months beginning immediately after the end of the previous accounting reference period and ending with its accounting reference date.

ALTERATION OF ACCOUNTING REFERENCE DATE

149B. (1) A company may, by giving notice in the prescribed form to the registrar, specify a new accounting reference date having effect in relation to the company's current and subsequent accounting reference periods.

(2) A notice given under subsection (1) shall state whether the current accounting reference period -

(a) is to be shortened, so as to come to an end on the first occasion on which the new accounting reference date falls or fell after the beginning of the period; or

(b) is to be extended, so as to come to an end on the second occasion on which that date falls or fell after the beginning of the period.

(3) A notice given under subsection (1) stating that the current accounting reference period is to be extended shall be ineffective if given less than 5 years after the end of an earlier accounting reference period of the company which was extended by virtue of this section or if given after the period allowed for laying and delivering accounts and reports has already expired.

(4) An accounting reference period may not in any case be extended so as to exceed 18 months and a notice under this section shall be ineffective if the current accounting reference period as extend d in accordance with the notice would exceed that limit.

PROFIT AND LOSS ACCOUNT AND BALANCE SHEET

149C. (1) The directors of every company to which this section applies shall prepare for each financial year of the company -

(a) a balance sheet as at the last day of the year; and

(b) a profit and loss account.

(2) The directors of every company to which this section applies shall in respect of each financial year lay before the company in general meeting and deliver to the registrar copies of the company's annual accounts, the director's report and the auditors report on those accounts.

(3) If any document comprised in the annual accounts or reports is in a language other than French or English, the directors shall annex to the accounts and reports delivered to the registrar, a translation of the document into French or English certified, in such manner as is acceptable to the registrar, to be a correct translation.

(4) The period allowed for laying and delivering accounts and reports in accordance with this section is -

(a) if the relevant accounting reference period is the company's first and is a period of more than 12 months, 8 months from the first anniversary of the incorporation or registration of the company or 3 months from the end of the accounting reference period, whichever expires last;

(b) in any other case 8 months after the relevant accounting reference period.

(5) The registrar may, upon application being made before the expiration of the period allowed by this section, by notice in writing extend that period by such further period up to a maximum of 4 months as shall be specified in the notice.

(6) If the relevant accounting period is treated as shortened by virtue of a notice given under section 149B, the period allowed for laying and delivering the accounts and reports is that applicable in accordance with the above provisions or 3 months from the date of the notice under that section, which expires last.

(7) If any person being a director of a company fails to take all reasonable steps to comply with the provisions of this section, he shall in respect of each offence, be liable to imprisonment for a term not exceeding 6 months or to a fine not exceeding VT 100,000 or to both such imprisonment or fine:

Provided that in any proceedings against a person in respect of an offence under this section, it shall be a defence to prove that he had reasonable grounds to believe and did believe that a competent and reliable person was charged with the duty of seeing that the provisions of this section were complied with and was in a position to discharge that duty.

(8) This section shall apply to every company that is not a private company, to every company of a class specified in Schedule 3 and to every private local company which has a turnover in excess of VT 20,000,000 in the relevant financial year or, if the financial year is less than 12 months, a turnover which, calculated as an average for the financial year, exceeds VT 1,600,000 per month."

REPLACEMENT OF SECTION 161 OF THE PRINCIPAL ACT

6. Section 161 of the principal Act is repealed and the following section is substituted -

"DIRECTORS REPORT

(1) The directors of every company shall prepare for each financial year and lay before the company at its annual general meeting a directors report containing such information as may be prescribed.

(2) The directors report shall be approved by the directors and shall be signed on the directors' behalf by a director.

(3) If any person being a director of a company fails to take all reasonable steps to comply with the provisions of this section, he shall in respect of each offence, be liable imprisonment for a term not exceeding 6 months or to a fine not exceeding VT 100,000 or to both such imprisonment and fine."

AMENDMENT OF SECTION 163 OF THE PRINCIPAL ACT

7. Section 163 of the principal Act is amended -

(a) in subsection (1) by deleting the words from "Every public company" in line 1 to "Schedule 3" in line 3 and substituting the words "Every company to which section 149C applies".

(b) in subsection (2) by deleting the word "year" in line 3 and substituting the words "financial year", or if the financial year is less than 12 months, if the turnover, calculated as an average for the financial year exceeds VT 1,600,000 per month.""

AMENDMENT OF SECTION 308 OF THE PRINCIPAL ACT

8. Section 308, of the principal Act is amended in subsection (1) adding after paragraph (c) the following paragraph:-

"(d) all rates, taxes, duties and other sums due at the relevant date from the company under the Acts specified in the list in Schedule 8 that have become due and payable within the twelve months next before the relevant date."

AMENDMENT OF SECTION 392 OF THE PRINCIPAL ACT

9. Section 392 of the principal Act is amended in subsection (1) by repealing paragraph (d) and substituting the following paragraph respectively:-

"(d) on or before 1st April of each year, by each company on the register on 31 December of the previous year, an annual fee."

AMENDMENT OF SECTION 408 OF THE PRINCIPAL ACT

10. Section 408 of the principal Act is amended by deleting the words "a local company, or".

REPEAL OF SCHEDULE 5 TO THE PRINCIPAL ACT

11. Schedule 5 to the principal Act is repealed.

AMENDMENT OF SCHEDULE 7 TO THE PRINCIPAL ACT

12. Schedule 7 to the principal Act is amended -

(a) in Part I in paragraph 1 by deleting the figure "25,000" the second column corresponding to the item "(i)" in the first column and substituting the figure "30,000";

(b) in Part I in paragraph 1 by deleting the figure "40,000" in the second column corresponding to the item "(ii)" in the first column and substituting the figure "50,000";

(c) in Part I in paragraph 1 by deleting the figure "75,000" in the second column corresponding to the item "(iii)" n the first column and substituting the figure "100,000";

(d) in Part I in paragraph 2 in the first column by deleting the words "Annual fee, upon each anniversary of registration of a company" and substituting the words "Annual fee payable in accordance with section 392 by a company";

(e) in Part I in paragraph 2 by deleting the figure "25,000" in the second column corresponding to the item "(i)" n the first column and substituting the figure "30,000";

(f) in Part I in paragraph 2 by deleting the figure "40,000" in the second column corresponding to the item "(ii)" in the first column and substituting the figure "50,000";

(g) in Part I in paragraph 2 by deleting the figure "75,000" in the second column corresponding to the item "(iii)" in the first column and substituting tile figure "100,000";

(h) in Part I in paragraph 3 by deleting the figure "25,000" in the second column corresponding to the first item in first column and substituting the figure "30,000";

(i) in Part I in paragraph 4 in the first column by deleting the words "Annual fee, upon each anniversary of registration of a company not having a share capital" and substituting the words "Annual fee payable in accordance with section 392 by every company not having a share capital";

(j) in Part I in paragraph 4 by deleting the figure "25,000" in the second column corresponding to the first item in the first column and substituting the figure "30,000";

(k) in Part I in paragraph 6 in the first column by deleting all the words from "Annual fee" to "share capital" and subsisting the words "Annual fee payable in accordance with section 392 by every company limited by guarantee or by every unlimited company having a share capital.";

(l) in Part I in paragraph 7 by deleting the figure "40,000" in the second column corresponding to the item "(i)" in the first column and substituting the figure "50,000";

(m) in Part I in paragraph 8 by deleting the figure "40,000" in the second column corresponding to the item "(i)" in the first column and substituting the figure "50,000";

(n) in Part I in paragraph 9 by deleting the figure "40,000" in the second column corresponding to the first item in the first column and substituting the figure "50,000";

(o) in Part I in paragraph 10:-

(i) in the first column by deleting the words "Annual fee, upon each anniversary of registration of a company not having a share capital" and substituting the words "Annual fee payable in accordance with section 392 by every company not having a share capital";

(ii) in the second column by deleting the figure "40,000" and substituting the figure "50,000";

(p) in Part I in paragraph 12 in the first column by deleting the words from "Annual fee" to "share capital" and substituting the words "Annual fee payable in accordance with section 392 by every company limited by guarantee or by every unlimited company having a share capital";

(q) in Part I in paragraph 13 in the second column by deleting the figure "25,000" and substituting the figure "30,000";

(r) in Part I in paragraph 14 -

(i) in the first column by deleting the words "Annual fee, upon each anniversary of registration" and substituting the words "Annual fee in accordance with section 392";

(ii) in the second column by deleting the figure "25,000" and substituting the figure "30,000";

(s) in Part I in paragraph 17 in the first column by deleting words "Annual fee payable upon each anniversary of registration of a company as being continued in Vanuatu" and substituting the words "Annual fee payable in accordance with section 392";

(t) in Part I in paragraph 18 in the second column by deleting the figure "1,000" and substituting the figure "2,000";

(u) in Part I in paragraph 22 in the second column by deleting the figure "15,500" and substituting the figure "15,000";

(v) in Part I in paragraph 24 in the second column by deleting the figure "1,250" and substituting the figure "3,000";

(w) in Part I in paragraph 25 in the second column by deleting subparagraphs (a), (b) and (c) and substituting the following subparagraphs:-

"(a)

(b)

(c)

(d)

(e)	less than 31 days after the due date

more than 30 days but less than 61 days after the due date

more than 60 days but less than 91 days after the due date

more than 90 days but less than 121 days after the due date

more than 120 days after the due date	5,000;

10,000;

15,000;

20,000

25,000.";	

(x) by deleting Part II.

INSERTION OF NEW SCHEDULE IN THE PRINCIPAL ACT

13. The following Schedule is inserted after Schedule 7 to the principal Act.

"SCHEDULE 8

Preferential Debts

List of Acts Referred to in Section 308

1. Customs Act [CAP. 3].
2. Gambling (Prohibition) Act [CAP. 10].
3. Hotel and Licensed Premises Tax Act [CAP. 141].
4. Gaming Control Act [CAP. 172].
5. Business Licence Act [CAP. 173].
6. Video Cassettes (Tax on Hiring) Act [CAP. 180].
7. Rent Taxation Act [CAP. 196].
8. Lotteries Act No. 9 of 1989."

TRANSITIONAL PROVISIONS

14. The Minister may, by order, specify a scale of reduced annual fees payable for the year 1993.

COMMENCEMENT

15. This Act shall come into force on the date of its publication in the Gazette.

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