International Business Companies Reg. [Regulations]

ANGUILLA

STATUTORY RULES AND ORDERS

1994  No.


THE INTERNATIONAL BUSINESS COMPANIES ORDINANCE, 1994

 THE INTERNATIONAL BUSINESS COMPANIES REGULATIONS 1994

Regulations made by His Excellency the Governor under section 110 of the International Business Companies Ordinance, 1994.

1. Citation and commencement

These Regulations may be cited as the International Business Companies Regulations, 1994 and shall come into operation on the same day as the International Business Companies Ordinance 1994 comes into operation.

2. By-laws

The By-Laws specified in the First Schedule to these Regulations with suitable modification and adaption may be used as the general by-laws of an international business company.

3. Fees

(1) Subject to this regulation the fees payable under the Ordinance are as follows:

US$
(a) For registration of a company where all the shares are par value and

(i) the authorised capital is $50,000 or less 250

(ii) the authorised capital exceeds $50,000 1,000

(b) For registration of a company where:

(i) the authorised capital of the company does not exceed $50,000
and some or all of its shares are no par value, or

(ii) the company has no authorised capital and all of its shares are
no par value 250

(c) In the case of a notice of increase of authorised capital from $50,000
or less to more than $50,000 750

(d) For registration of an amendment to the articles 100

(e) Subject to paragraph (f), for registration of articles of merger or consolidation 500

(f) In the case of articles of merger or consolidation that also constitute the articles
of a company the authorised capital of which exceeds $50,000 or that amend
the articles of a surviving company to increase the authorised capital from
$50,000 or less to more than $50,000 700

(g) (i) For registration of articles of arrangement 500

(ii) In the case of articles of arrangement that also constitute the articles of
a company the authorised capital of which exceeds $50,000 or that amend
the articles of a company to increase the authorised capital from $50,000
or less to more than $50,000 700

(h) Upon the submission of articles of continuation:

(i) for a company under the Companies Ordinance 175

(ii) for a company not incorporated under the Companies Ordinance, the
authorised capital of which does not exceed $50,000 or has no
authorised capital and all of its shares are no par value 300

(iii) for a company not incorporated under the Companies Ordinance,
the authorised capital of which exceeds $50,000 1,250

(i) For registration of articles of dissolution: 100

(j) For registration of a resolution rescinding articles of dissolution: 100

(k) For the issue of a certificate of incorporation, merger, consolidation,
arrangement, continuation, dissolution other than at the time of the
registration of a company incorporated under the Ordinance or at the time
of the merger, consolidation arrangement or dissolution, as the case may be 50

(l) Certificate of good standing 50

(m) For search 10

(n) For an uncertified copy of any document or part thereof, in addition to the fee
for search under sub-paragraph (m), per page 1

(o) For certified copy of any document 25

(p) For restoration to the register of a company incorporated under the Ordinance,
the name of which was struck off:

(i) If the application is made within six months immediately following the
striking of the name off the register 300

(ii) If application is made later than six months immediately following the
striking of the name off the register 600

(q) For the reservation of a name 25

(r) (i) Upon submission to the Registrar of documents referred to in
subsection (1) of section 79 75

(ii) Upon resubmission of the documents referred to in subsection (7) of
section 79 100

(s) For filing notice of registered office or registered agent 25

(t) For filing any other notice 25

(2) (a) Annual fee (payable on or before every anniversary date of incorporation
or continuation)

(i) where the authorised capital does not exceed $50,000; or

where the authorised capital does not exceed $50,000 and some or all
of its shares are no par value, 200

(ii) where authorised capital exceeds $50,000 700

(iii) where there is no authorised share capital and all its shares are no
par value 250

(b) An international business company which fails to pay the annual fee under sub-paragraph (a) on or before the anniversary date shall, in addition to the annual fee, pay a penalty of an amount equal to 10% of the annual fee.

(c) An international business company which fails to pay the annual fee and the penalty due under sub-paragraph (b) shall, upon the expiration of three months from the anniversary date, be liable to pay in addition to the annual fee, a penalty of an amount equal to 50% of the annual fee.

4. Forms

(1) For the purposes of the Ordinance, the forms set out in the Second Schedule to these regulations shall be used for the matters to which they relate.

5. Interpretation

In these regulations -

"Ordinance" means the International Business Companies Ordinance, 1994;

"$" means the unit of currency of the United States of America.

FIRST SCHEDULE Regulation 2)

MODEL GENERAL BY-LAW OF A COMPANY
INCORPORATED OR CONTINUED
UNDER THE INTERNATIONAL BUSINESS COMPANIES ORDINANCE 1994

THE INTERNATIONAL BUSINESS COMPANIES ORDINANCE 1994

BY-LAW NO. 1

A By-Law relating generally to the
conduct of the affairs of:

! INSERT NAME OF COMPANY !

BE IT ENACTED as the general By-Law of ! INSERT NAME OF THE INTERNATIONAL BUSINESS COMPANY ! (hereinafter called the "Company") as follows:

1 INTERPRETATION

1.1 In this by-law and all other by-laws of the international business company, unless the context otherwise requires:

(a) "Ordinance" means the International Business Companies Ordinance 1994 as from time to time amended and every statute substituted therefor and, in the case of such substitution, any reference in the by-laws of the Company to provisions of the Ordinance shall be read as references to the provisions substituted therefor in the new statute or statutes;

(b) "Company" means the international business company;

(c) "by-laws" mean any by-law of the Company from time to time in force;

(d) all terms contained in the by-laws and defined in the Ordinance or the Regulations shall have the meanings given to such terms in the Ordinance or the Regulations; and

(e) the singular includes the plural and the plural includes the singular; the masculine gender includes the feminine and neuter genders; the word "person" includes bodies corporate, companies, partnerships, syndicates, trusts and any association of persons; and the word "individual" means a natural person.

2 REGISTERED OFFICE

2.1 The registered office of the Company shall be in Anguilla at such address as the directors may fix from time to time by resolution.

3 SEAL

3.1 The common seal of the Company shall be such as the directors may by resolution from time to time adopt.

4 DIRECTORS

4.1 POWERS: The business and affairs of the Company shall be managed by the directors.

4.2 NUMBERS: There shall be ! INSERT NUMBER OF DIRECTORS OR MAXIMUM AND MINIMUM NUMBER OF DIRECTORS !.

4.3 ELECTION: Directors shall be elected by the shareholders on a show of hands unless a ballot is demanded in which case such election shall be by ballot.

4.4 TENURE: Unless their tenure is sooner determined, a director shall hold office until the first meeting of the company succeeding the incorporation or continuance of the Company and thereafter during the terms for which they are elected, not exceeding terms expiring later than the close of the annual meeting of the shareholders of the Company following their election. Directors shall be eligible for re-election if qualified.

4.4.1 A director shall cease to be a director:

(a) if he becomes bankrupt or compounds with his creditors or is declared insolvent;

(b) if he is found to be of unsound mind; or

(c) if by notice in writing to the Company he resigns his office and any such resignation shall be effective at the time it is sent to the Company or at the time specified in the notice whichever is later.

4.4.2 The shareholders of the Company may, by ordinary resolution passed at a special meeting of the shareholders, remove any director from office and a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed.

4.4.3 Vacancies among the directors of the Company, including a vacancy occurring pursuant to paragraph 4.4.2 hereof, may be filled by a quorum of the directors of the Company.

4.5 Any director may by written notice to the Company appoint any person to be his alternate to act in his place at meetings of the directors at which he is not present or by the by-laws deemed to be present but the directors must approve or disapprove the appointment of such persons and give notice to the director within a reasonable time. Every alternate shall be entitled to attend and vote at meetings at which the person who appointed him is not present or deemed to be present and if he is a director, to have a separate vote on behalf of the director he is representing in addition to his own vote. A director may at any time by written notice to the Company revoke the appointment of an alternate appointed by him. The remuneration payable to such an alternate shall be payable out of the remuneration of the director appointing him.

4.6 A person, who is a director of the Company but who is not an individual, shall by such procedure as may be appropriate for the management of the business and affairs of such person appoint an individual to act as such person's representative as a director of the Company with power to exercise all of the powers of a director of the Company but the person who appoints any such individual shall remain fully liable as a director of the Company notwithstanding any such appointment. A duly certified copy of the resolution or document whereby any such appointment is made shall be filed with the Company before any such individuals acts as representative as aforesaid. Any person appointing an individual under the provisions of this paragraph may from time to time revoke the appointment of any such individual and appoint another in his place or stead.

4.7 DELEGATION OF POWERS: The directors may delegate powers to committees, a Managing Director or Officers of the Company.

5. BORROWING POWERS OF DIRECTORS

5.1 The directors may from time to time:

(a) borrow money upon the credit of the Company

(b) issue, reissue, sell or pledge debentures of the Company

(c) give a guarantee on behalf of the Company to secure performance of an obligation of any person; and

(d) mortgage, charge, pledge or otherwise create a security interest in all or any property of the Company, owned or subsequently acquired, to secure any obligation of the Company.

5.2 The directors may from time to time by resolution delegate to any officer of the Company all or any of the powers conferred on the directors by paragraph 5.1 hereof to the full extent thereof or such lesser extent as the directors may in any such resolution provide.

5.3 The powers conferred by paragraph 5.1 hereof shall be in supplement of and not in substitution for any powers to borrow money for the purposes of the Company possessed by its directors or officers independently of a borrowing by-law.

6 MEETINGS OF DIRECTORS

6.1 PLACE OF MEETING: Meetings of the directors and of any committee of the directors may be held within or outside Anguilla, except in [SPECIFY NAME OF COUNTRY]

6.2 NOTICE: A meeting of the directors may be convened at any time by any director or the Secretary, when directed or authorized by any director. The notice of any such meeting need not specify the purpose of or the business to be transacted at the meeting. Notice of any such meeting shall be served in the manner specified in paragraph 18.1 hereof not less than two days (exclusive of the day on which the notice is delivered or sent but inclusive of the day for which notice is given) before the meeting is to take place. A director may in any manner waive notice of a meeting of the directors and attendance of a director at a meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is now lawfully called.

6.2.1 It shall not be necessary to give notice of a meeting of the directors to a newly elected or appointed director for a meeting held immediately following the election of directors by the shareholders or the appointment to fill a vacancy among the directors.

6.3 QUORUM: ! INSERT NUMBER OF DIRECTORS ! shall form a quorum for the transaction of business and, not withstanding any vacancy among the directors, a quorum may exercise all the powers of the directors. No business shall be transacted at a meeting of directors unless a quorum is present. However, a quorum of one will suffice in circumstances as determined by the directors where there exists a conflict of interest requiring one or more directors to abstain from voting.

6.3.1 A director may, if all the directors consent, participate in a meeting of directors or of any committee of the directors by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other and a director participating in such a meeting by such means is deemed to be present at that meeting. If a director participating in such a meeting is then in Anguilla, the meeting shall be deemed to have been held in Anguilla.

6.4 VOTING: Questions arising at any meeting of the directors shall be decided by a majority of votes. In case of an equality of votes, the chairman of the meeting in addition to his original vote shall have a second or casting vote.

6.5 RESOLUTION IN WRITING: Notwithstanding any of the foregoing provisions of this by-law a resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the directors or any committee of the directors is as valid as if it had been passed at a meeting of the directors or any committee of the directors.

7 REMUNERATION OF DIRECTORS

7.1 The remuneration to be paid to the directors shall be such as the shareholders may from time to time determine and such remuneration may be in addition to the salary paid to any officer or employee of the Company who is also a director, unless otherwise resolved by the shareholders. The directors may award special remuneration to any director undertaking any special services on the Company's behalf other than the routine work ordinarily required of a director and the confirmation of any such resolution or resolutions by the shareholders shall not be required. The directors shall also be entitled to be paid their travelling and other expenses properly incurred by them in connection with the affairs of the Company.

8 SUBMISSION OF CONTRACTS OR TRANSACTIONS TO SHAREHOLDERS FOR APPROVAL

8.1 The directors in their discretion may submit any contract, act or transaction for approval or ratification at any annual meeting of the shareholders called for the purpose of considering the same and, any such contract, act or transaction that is approved or ratified or confirmed by a resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by the Ordinance or by the Company's articles or any other by-law) shall be as valid and as binding upon the company and upon all the shareholders as though it had been approved, ratified or confirmed by every shareholder of the Company.

9 FOR THE PROTECTION OF DIRECTORS AND OFFICERS

9.1 No director or officer of the Company shall be liable to the Company for:

(a) the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity;

(b) any loss, damage or expense incurred by the Company through the insufficiency or deficiency of title to any property acquired by the Company or for or on behalf of the Company;

(c) the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Company shall be placed out or invested;

(d) any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, including any person with who moneys, securities or effects shall be lodged or deposited;

(e) any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Company;

(f) any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto;

unless the same happens by or through his failure to exercise the powers and to discharge the duties of his office honestly and in good faith with a view to the best interests of the Company and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

9.2 Nothing herein contained shall relieve a director or officer from the duty to act in accordance with the Ordinance or regulations made thereunder or relieve him from liability for a breach thereof.

9.3 The directors for the time being of the Company shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Company, except such as are submitted to and authorized or approved by the directors.

9.4 If any director or officer of the Company is employed by or performs services for the Company otherwise than as a director or officer or is a member of a firm or a shareholder, director or officer of a body corporate which is employed by or performs services for the Company, the fact of his being a shareholder, director or officer of the Company shall not disentitle such director or officer or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.

10 INDEMNITIES TO DIRECTORS AND OFFICERS

10.1 Subject to Section 51 of the Ordinance, the Company shall indemnify a director or person who acts or acted at the Company's request as a director or officer of a body corporate of which the Company is or was a shareholder or creditor, and his personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of such company, if:

(a) he acted honestly and in good faith with a view to the best interests of the Company; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that this conduct was lawful.

11 OFFICERS

11.1 APPOINTMENT: The directors shall, as often as may be required, designate such offices and appoint such officers as the directors deem necessary.

11.2 REMUNERATION: The remuneration of all officers appointed by the directors shall be determined from time to time by resolution of the directors. The fact that any officer or employee is a director or shareholder of the Company shall not disqualify him from receiving such remuneration as may be determined.

11.3 POWERS AND DUTIES: All officers shall sign such contracts, documents or instruments in writing as require their respective signatures and shall respectively have and perform all powers and duties incident to their respective offices and such other powers and duties respectively as may from time to time be assigned to them by the directors.

11.4 DELEGATION: In case of the absence or inability to act of any officer of the Company, except a Managing Director, or for any other reason that the directors may deem sufficient the directors may delegate all or any of the powers of such officer to any other officer or to any director.

11.5 VACANCIES: If the office of any officer of the Company becomes vacant by reason of death, resignation, disqualification or otherwise, the directors by resolution shall, in the case of the Secretary, and may, in the case of any other office, appoint a person to fill such vacancy.

11.6 TENURE: Unless he vacates office under paragraph 11.1 or 11.5 hereof, an officer, who is a director shall continue in office for so long as he is a director of the Company notwithstanding that, from time to time, his term of office as a director may expire and he may be re-elected a director of the Company.

12 SHAREHOLDERS' MEETINGS

12.1 ANNUAL MEETING: Subject to the provisions of Section 54 of the Ordinance, the annual meeting of the shareholders shall be held on such day in each year and at such time as the directors may by resolution determine at any place within Anguilla or, if all the shareholders entitled to vote at such meeting so agree, outside Anguilla.

12.2 SPECIAL MEETINGS: Special meetings of the shareholders may be convened by order of the directors at any date and time and at any place within Anguilla or, if all the shareholders entitled to vote at such meeting so agree, outside Anguilla.

12.3 NOTICE: A printed, written, typewritten notice or notice given by electronic means stating the day, hour and place of meeting shall be given by serving such notice on each shareholder entitled to vote at such meeting, on each director and on the auditor of the Company in the manner specified in paragraph 18.1 hereof, not less than seven days before the date of the meeting. Notice of a meeting at which special business is to be transacted shall state (a) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgement thereon, and (b) the text of any special resolution to be submitted to the meeting.

12.4 WAIVER OF NOTICE: A shareholder and any other person entitled to attend a meeting of shareholders may in any manner waive notice of a meeting of shareholders and attendance of any such person at a meeting of shareholders shall constitute a waiver of notice of the meeting except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

12.5 OMISSION OF NOTICE: The accidental omission to give notice of a meeting or any irregularity in the notice of any meeting or the non-receipt of any notice by any shareholder, director or the auditor of the Company shall not invalidate any resolution passed or any proceedings taken at any meeting of the shareholders.

12.6 VOTES: Every question submitted to any meeting of shareholders shall be decided by a show of hands unless a person entitled to vote at the meeting shall demand a ballot and, if the articles so provide, in the case of an equality of votes the chairman of the meeting shall on a ballot have a casting vote in addition to any votes to which he may be otherwise entitled.

12.6.1 At every meeting at which he is entitled to vote, every shareholder, proxy holder or individual authorized to represent a shareholder, who is present in person shall have one vote on a show of hands. Upon a ballot at which he is entitled to vote, every shareholder shall, subject to the articles, have one vote for every share held by the shareholder.

12.6.2 At any meeting, unless a ballot is demanded, a declaration by the chairman of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

12.6.3 A ballot may, either before or after any vote by a show of hands, be demanded by any person, entitled to vote at the meeting. If at any meeting a ballot is demanded on the election of a chairman or on the question of adjournment it shall be taken forthwith without adjournment. If at any meeting a ballot is demanded on any other question or as to the election of directors, the vote shall be taken by ballot in such manner and either at once, later in the meeting or after adjournment as the chairman of the meeting directs. The result of a ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded. A demand for a ballot may be withdrawn.

12.6.4 If two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may, in the absence of the other, vote on the shares; but if two or more of those persons who are present, in person or by proxy, vote, they must vote as one on the shares jointly held by them.

12.7 PROXIES: Votes at meetings of shareholders may be given either personally or by proxy or, in the case of a shareholder who is a body corporate or association, by an individual authorized by a resolution of the directors or governing body of that body resolution or association to represent it at meeting of shareholders the Company and a body corporate or association so represented shall be deemed to be present in person.

12.7.1 A proxy shall be executed by the shareholder or his attorney authorized in writing and is valid only at the meeting in respect of which it is given or any adjournment thereof.

12.7.2 A person appointed by proxy need not be a shareholder.

12.7.3 Subject to section 54 of the Ordinance, a proxy may be in the following form:

The ! INSERT NAME OF COMPANY ! hereby appoints failing him or as the nominee of the undersigned to attend and act for the undersigned and on behalf of the undersigned at the meeting of the shareholders of the said Company to be held on the day of 19_ _ and at any adjournment or adjournment thereof in the same manner, to the same extent and with the same powers as if the undersigned were present at the said meeting or such adjournment or adjournments thereof.

Dated this day of 19_ _.

Signature of Shareholder.

12.8 ADJOURNMENT: The chairman of any meeting may with the consent of the meeting adjourn the same from time to time to a fixed time and place and no notice of such adjournment need be given to the shareholders, unless the meeting is adjourned by one or more adjournments for an aggregate of thirty days or more in which case notice of the adjourned meeting shall be given as for an original meeting. Any business that might have been brought before or dealt with at the original meeting in accordance with the notice calling the same may be brought before or dealt with at any adjourned meeting for which no notice is required.

12.9 QUORUM: Subject to the Ordinance, a quorum of shareholders is present at a meeting of shareholders if at least two shareholders holding between them a clear majority of shares entitled to vote at the meeting, are present in person or by proxy. If there is only one shareholder entitled to vote at any meeting, he shall constitute a meeting if present in person or by proxy as provided by Section 54 of the Ordinance. If a quorum is present at the opening of any meeting of the shareholders, the shareholders present or represented may proceed with the business of the meeting notwithstanding a quorum is not present throughout the meeting. If a quorum is not present within thirty minutes of the time appointed for a meeting of shareholders, the meeting shall stand adjourned to the same day two weeks thereafter at the same time and place; and, if at the adjourned meeting a quorum is not present within thirty minutes of the appointed time, the shareholders present constitute a quorum.

12.10 RESOLUTION IN LIEU OF MEETING: Notwithstanding any of the foregoing provisions of this by-law, a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of the shareholders is, as valid as if it had been passed at a meeting of the shareholders.

13 SHARES:

13.1 ALLOTMENT AND ISSUANCE: Subject to the Ordinance and the articles, shares of the Company may be allotted and issued by resolution of the directors at such time and on such terms and conditions and to such persons or class of persons as the directors determine.

13.2 CERTIFICATES: Share certificates and the form of share transfer shall, subject to Part I of the Regulations, be in such form as the directors may by resolution approve and such certificates shall be signed by any two officers or directors.

13.2.1 The directors or any agent designated by the directors may in their or his discretion direct the issuance of a new shares or other such certificate in lieu of and upon cancellation of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, destroyed or wrongfully taken, on payment of such reasonable fee and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the directors may from time to time prescribe, whether generally or in any particular case.

14 TRANSFER OF SHARES AND DEBENTURES

14.1 TRANSFER: The shares or debentures of the Company may be transferred by a written instrument of transfer signed by the transferor and naming the transferee.

14.2 REGISTERS: Registers of shares and debentures issued by the Company shall be kept at the registered office of the Company or at such other place in Anguilla as may from time to time be designated by resolution of the directors.

14.3 SURRENDER OF CERTIFICATES: Subject to Part I of the Regulations, no transfer of shares or debentures of the Company shall be registered unless or until the certificate representing the shares or debentures to be transferred has been surrendered for cancellation.

14.4 SHAREHOLDER INDEBTED TO THE COMPANY: If so provided in the articles, the Company has a lien on a share registered for a debt of that shareholder to the Company. By way of enforcement of such lien, the directors may refuse to permit the registration of a transfer of such share.

15 DIVIDENDS

15.1 The directors may from time to time by resolution declare and the Company may pay dividends on the issued and outstanding shares in the capital of the Company subject to the provisions (if any) of the articles and Section 30 of the Ordinance.

15.1.1 In case several persons are registered as the joint holders of any shares, any one of such persons may give effectual receipts for all dividends and payments on account of dividends.

16 VOTING IN OTHER COMPANIES

16.1 All shares or debentures carrying voting rights in any other body corporate that are held from time to time by the Company may be voted, at any and all meetings of shareholders, or debenture holders, as the case may be, of such other body corporate, in such manner and by such person or persons as the directors of the company shall from time to time determine. The officers of the Company may for and on behalf of the Company from time to time:

(a) execute and deliver proxies; and

(b) arrange for the issuance of voting certificates or other evidence of the right to vote;

in such names as they may determine without the necessity of a resolution or other action by the directors.

17 INFORMATION AVAILABLE TO SHAREHOLDERS

17.1 Except as provided by the Ordinance, no shareholder shall be entitled to any information respecting any details or conduct of the Company's business which in the opinion of the directors would be contrary to the interest of the Company to communicate to the public.

17.2 The directors may from time to time, subject to rights conferred by the Ordinance, determine whether and to what extent and at what time and place and under what conditions or regulations the documents, books and registers and accounting records of the Company or any of them shall be open to the inspection of shareholders and no shareholder shall have any right to inspect any document or book or register or accounting record of the Company except as conferred by statute or authorized by the directors or by a resolution of the shareholders.

18 NOTICES

18.1 METHOD OF GIVING NOTICE: Any notice or other document required by the Ordinance, the articles or the by-laws to be sent to any shareholder, debenture holder, director or auditor may be delivered personally or sent by prepaid mail or cable, telex or other electronic means to any such person at his last address as shown in the records of the Company or the Company's transfer agent and to any such director at his last address as shown in the records of the Company and to the auditor at his business address.

18.2 WAIVER OF NOTICE: Notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.

18.3 UNDELIVERED NOTICES: If a notice or document is sent to a shareholder or debenture holder by prepaid mail in accordance with this paragraph and the notice or document is returned on three consecutive occasions because the shareholder or debenture holder cannot be found, it shall not be necessary to send any further notices or documents to the shareholder or debenture holder until he informs the Company in writing of his new address.

18.4 SHARES AND DEBENTURES REGISTERED IN MORE THAN ONE NAME: All notices or other documents with respect to any shares or debentures registered in the names of more than one person shall be given to whichever of such persons is named first in the records of the Company and any notice or other document so given shall be sufficient notice of delivery to all the holders of such shares or debentures.

18.5 PERSONS BECOMING ENTITLED BY OPERATION OF LAW: Every person who by operation of law, transfer or by any other means whatsoever becomes entitled to any share is bound by every notice or other document in respect of such share that, previous to his name and address being entered in the records of the Company, is duly given to the person from whom he derives his title to such share.

18.6 DECEASED SHAREHOLDER: Any notice or other document delivered or sent by prepaid mail, cable, telex or other electronic means or left at the address of any shareholder notwithstanding that such shareholder is deceased, and whether or not the Company has notice of his death, is deemed to have been duly served in respect of the shares held by him (whether held solely or with any other person) until some other person is entered in his stead in the records of the Company as the holder or one of the holders thereof and such service shall for all purposes be deemed a sufficient service of such notice or document on his personal representatives and on all persons, if any, interested in such shares.

18.7 SIGNATURE TO NOTICES: The signature of any director or officer of the Company to any notice or document to be given by the Company may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

18.8 COMPUTATION OF TIME: Where a notice extending over a number of days or other period is required under any provisions of the articles or the by-laws the day of sending the notice shall, unless it is otherwise provided, be counted in such number of days or other period.

18.9 PROOF OF SERVICE: Where a notice required under paragraph 18.1 hereof is delivered personally to the person to whom it is addressed or delivered to his address as mentioned in paragraph 18.1 hereof, service shall be deemed to be at the time of delivery of such notice.

18.9.1 Where such notice is sent by post, service of the notice shall be deemed to be effected forty eight hours after posting if the notice was properly addressed and posted by prepaid mail.

18.9.2 A certificate of an officer of the Company in office at the time of the making of the certificate or of any transfer agent of shares of any class of the Company as to facts in relation to the delivery or sending of any notice shall be conclusive evidence of those facts.

19 CHEQUES, DRAFTS AND NOTES

19.1 All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officers or persons and in such manner as the directors may from time to time designate by resolution.

20 EXECUTION OF INSTRUMENTS

20.1 Contracts, documents or instruments in writing requiring the signature of the Company may be signed by any two officers or directors, and all contracts, documents and instruments in writing so signed shall be binding upon the Company without any further authorization or formality. The directors shall have power from time to time by resolution to appoint any officers or persons on behalf of the Company either to sign certificates for shares in the Company and contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.

20.1.1 An official seal which the Company may have, as it is authorized to do by paragraph 3.2 hereof, may be affixed to any document to which the Company is part in the country, district or place where such official seal can be used by a person appointed for that purpose by the Company by an instrument in writing under the common seal.

21 SIGNATURES

21.1 The signature of any officer or director of the Company or of any officer or persons, appointed pursuant to paragraph 20.1 hereof by resolution of the directors may, if specifically authorized by resolution of the directors, be printed, engraved, lithographed or otherwise mechanically reproduced upon any certificate for shares in the Company or contract, document or instrument in writing, bond, debenture or other security of the Company executed or issued by or on behalf of the Company. Any document or instrument in writing on which the signature of any such officer or person is so reproduced shall be deemed to have been manually signed by such officer or person whose signature is so reproduced and shall be valid to all intents and purposes if such document or instrument in writing had been signed manually and notwithstanding that the officer or person whose signature is so reproduced has ceased to hold office at the date on which such document or instrument in writing is delivered or issued.

22 FINANCIAL YEAR

22.1 The directors may from time to time by resolution establish the financial year of the Company.

ENACTED this day of 199 _ .

Corporate
Seal

__________________________ _____________________________
President Secretary

SECOND SCHEDULE (Regulation 4)

FORM 8

ANGUILLA
INTERNATIONAL BUSINESS COMPANIES ORDINANCE, 1994

ARTICLES OF INCORPORATION
(Section 8)

__________________________________________________________________________________________
1. Name of company

__________________________________________________________________________________________
2. Registered Office

Name:
Address:

Code No:
__________________________________________________________________________________________
3. Registered Agent

Name:
Address:

Code No:
___________________________________________________________________________________________
4. Share Capital

No Par Value
Par Value
Both Par Value and No Par Value Shares

(a) The classes and any maximum number of shares that the company is authorized to issue.

(b) The aggregate par value of all shares and the par value of each share.

(d) If a class of shares can be issued in series, the authority given to the directors to fix the number of shares in, or to determine the designation of, and the rights, privileges, restrictions and conditions attaching to the shares of each series.

(e) Restrictions, if any, on share transfers.

___________________________________________________________________________________________
5. Restrictions, if any on business the company may carry on

___________________________________________________________________________________________
6. Other provisions, if any

___________________________________________________________________________________________
7. Incorporator(s)

Full Name Address Signature

___________________________________________________________________________________________
8. FOR REGISTRY USE ONLY

Company No:
Agent Code No:
Date filed:
Received by:

FORM 9

ANGUILLA
INTERNATIONAL BUSINESS COMPANIES ORDINANCE, 1994

CERTIFICATE OF INCORPORATION
(Section 9)

I hereby certify that the Articles of Incorporation of

________________________________________________________________________________________

having this day been registered

_________________________________________________________________________________________

is hereby incorporated.

Dated the day of 19

Registrar of Companies

No.

FORM 11

ANGUILLA
INTERNATIONAL BUSINESS COMPANIES ORDINANCE, 1994

ARTICLES OF AMENDMENT
(Section 11)

___________________________________________________________________________________________
1. Name of Company

____________________________________________________________________________________________
2. Company No.

____________________________________________________________________________________________
3. Date of adoption of Special Resolution

____________________________________________________________________________________________
4. The Articles are amended as follows:

____________________________________________________________________________________________
5. Date Signature Office Held

______________________________________________________________________________________________
For Registry Use Only

Company No:
Agent Code No:
Date Filed:
Received By:

FORM 78.1

ANGUILLA
INTERNATIONAL BUSINESS COMPANIES ORDINANCE, 1994

ARTICLES OF CONTINUANCE
(Section 78)

___________________________________________________________________________________________
1. Present Name of company

___________________________________________________________________________________________
2. Name under which the Company is to be continued

___________________________________________________________________________________________
3. Jurisdiction under which Company is incorporated

___________________________________________________________________________________________
4. Date on which Company was incorporated

___________________________________________________________________________________________
5. Registered Office

Name:
Address:

Code No:
__________________________________________________________________________________________
6. Registered Agent

Name:
Address:

Code No:
___________________________________________________________________________________________
7. Share Capital:

No Par Value ____
Par Value _____
Both Par Value and No Par Value Shares ____

(a) The classes and any maximum number of shares that the company is authorized to issue.

(b) The aggregate par value of all shares and the par value of each share.

(e) Restrictions, if any, on share transfers.

___________________________________________________________________________________________
8. Restrictions, if any on business the company may carry on

___________________________________________________________________________________________
9. Amendments to the Articles and Bylaws that are to be effective upon registration of the Articles of Continuance

___________________________________________________________________________________________
10. Other provisions, if any

___________________________________________________________________________________________
11. Date Signature Office Held

___________________________________________________________________________________________
12. FOR REGISTRY USE ONLY

Company No:
Agent Code No:
Date Filed:
Received by:

FORM 78.2

ANGUILLA
INTERNATIONAL BUSINESS COMPANIES ORDINANCE, 1994

CERTIFICATE OF CONTINUANCE
(Section 78)

I hereby certify that the Company,

__________________________________________________________________________________________

was this day continued under the provisions

of the INTERNATIONAL BUSINESS COMPANIES ORDINANCE, 1994.

Dated this day of 19

REGISTRAR OF COMPANIES

NO.____________

FORM 7

ANGUILLA
INTERNATIONAL BUSINESS COMPANIES ORDINANCE, 1994

REQUEST FOR NAME SEARCH AND NAME RESERVATION
(Section 7)

___________________________________________________________________________________________
1. Name, Address and telephone/fax number of person making request:

Name:
Address:

Telephone
Fax No.:

If person making the request is a licensed Company Manager, state Name & Agent Code No. only:

Name :
Agent Code No.:
___________________________________________________________________________________________
2. Proposed names or names in order of preference:

1. 6.

2. 7.

3. 8.

4. 9.

5. 10.
___________________________________________________________________________________________
3. Main types of business the company carries on or proposes to carry on:

___________________________________________________________________________________________
4. Derivation of name:

___________________________________________________________________________________________
5. First available name to be reserved:

Yes No

6. Purpose of name request:

Incorporation

Continued company

Change of Name
state present name and Company number

Amalgamation
state names and Company numbers of amalgamating companies

___________________________________________________________________________________________
7. Note any relevant information (e.g. names of affiliated businesses, consents available from other companies)

_____________________________________________________________
FOR REGISTRY USE ONLY

Agent Code No:
Date Filed:
Received By:

___ Yes, Name No. __________________________________________ appears to be available and is reserved for you for 120 days until ______________.

____ No, Name No. __________________________________________ is not available. Please see reasons below:

____ Prohibited
___ Too similar to attached names
___ Obscene or on public grounds objectionable
___ Other

FORM 88.1

ANGUILLA
INTERNATIONAL BUSINESS COMPANIES ORDINANCE, 1994

ARTICLES OF DISSOLUTION
(Section 88)

___________________________________________________________________________________________
1. Name of Company

___________________________________________________________________________________________
2. Company number

___________________________________________________________________________________________
3. The Company has voluntarily resolved to liquidate and dissolve pursuant to:

Section 83
(Compulsory winding up) ___________

Section 84 (1)
(Not issued any shares) ___________

Section 84 (2)
(Resolution of shareholders) ____________
___________________________________________________________________________________________
4. Plan of Dissolution:
[Attach Plan in accordance with Section 88 (1)]

___________________________________________________________________________________________
5. Manner in which Plan of Dissolution was authorized:

___________________________________________________________________________________________
6. Date of commencement of winding up & dissolution:

Date of registration ____
Other____________
___________________________________________________________________________________________
7. Date Signature Office Held

___________________________________________________________________________________________
FOR REGISTRY USE ONLY
Company No:
Agent Code No:
Date Filed:
Received By:

FORM 88.2

ANGUILLA
INTERNATIONAL BUSINESS COMPANIES ORDINANCE, 1994

CERTIFICATE OF DISSOLUTION
(Section 88)

I hereby certify that the Company,

__________________________________________________________________________________________

was this day dissolved under the INTERNATIONAL BUSINESS

COMPANIES ORDINANCE, 1994 pursuant to:

__ Section 88 (6), in accordance with the filed
Articles of Dissolution.

__ Section 90 (2)

__ Section 91 in accordance with the attached Court Order.

Dated this day of 19

REGISTRAR OF COMPANIES

NO.

FORM 95.1

ANGUILLA
INTERNATIONAL BUSINESS COMPANIES ORDINANCE, 1994

APPLICATION FOR RESTORATION TO REGISTER
(Section 95)

_________________________________________________________________________________________
1. Name of company

__________________________________________________________________________________________
2. Company number

___________________________________________________________________________________________
3. Date of Striking Off Register

___________________________________________________________________________________________
4. Reasons for Striking Off:

___________________________________________________________________________________________
5. That the aforesaid default has now been remedied.

___________________________________________________________________________________________
6. It is hereby requested that the Registration be restored under Section 95.

Date Name Signature

___________________________________________________________________________________________

FOR REGISTRY USE ONLY

Company No:
Agent Code No:
Date Filed:
Received By:
Restored to Register:

FORM 95.2

ANGUILLA
INTERNATIONAL BUSINESS COMPANIES ORDINANCE, 1994

CERTIFICATE OF RESTORATION TO REGISTER
(Section 95)

I hereby certify that the Company,

___________________________________________________________________________________________

Has this day been restored to the Company Register

pursuant to Section 95 of the

INTERNATIONAL BUSINESS COMPANIES ORDINANCE, 1994.

Dated this day of 19

REGISTRAR OF COMPANIES

NO._______________

FORM 103

ANGUILLA
INTERNATIONAL BUSINESS COMPANIES ORDINANCE, 1994

CERTIFICATE OF GOOD STANDING
(Section 103)

I hereby certify that the Company,

_________________________________________________________________________________________

is in good standing on the Register and has paid all fees

and penalties due and payable.

I further certify that the Company,

__________________________________________________________________________________________

1. Has not submitted to the Registrar articles or merger or consolidation that have not yet become effective.

2. Has not submitted to the Registrar articles of arrangement that have not yet become effective.

3. Is not in the process of being wound up and dissolved.

4. No proceedings to strike the name of the Company off the Register have been instituted.

Dated this day of 19

REGISTRAR OF COMPANIES

NO.

Form 71.1

ANGUILLA

INTERNATIONAL BUSINESS COMPANIES ORDINANCE, 1994

ARTICLES OF MERGER/CONSOLIDATION
(Section 71)
----------------------------------

_____________________________________________________________________________________________
1. Type of Articles:

_____ Merger
_____ Consolidation
_____________________________________________________________________________________________
2. Effective date of Merger/Consolidation:

_____ Date of filing
_____ Subsequent date, not exceeding 30 days
_____________________________________________________________________________________________
3. Constituent companies:

Name Company No. Date of Registration

_____________________________________________________________________________________________
4. Name of Surviving/Consolidated Companies

_____________________________________________________________________________________________
5. Registered Office
Name:
Address:

Code No.:
_____________________________________________________________________________________________
6. Registered Agent
Name:
Address:

Code No.:
_____________________________________________________________________________________________
7. Manner in which the Merger or Consolidation was authorised with respect to each Constituent Company:

_____________________________________________________________________________________________
8. If filing Articles of Consolidation:

Type of Share Capital

______ No par value
______ Par value
______ Both par value and no par value shares

(a) The classes and any maximum number of shares that the company is authorised to issue.

(b) The aggregate par value of all shares and the par value of each share.

(d) If a class of shares can be issued in series, the authority given to the directors to fix the number of shares in, or to determine the designation of, and the rights, previleges, restrictions and conditions attaching to the shares of each series.

(e) Restrictions, if any, on share transfers.

(f) Restrictions, if any on business the company may carry on

(g) Other provisions, if any

_____________________________________________________________________________________________
9. Attached is a copy of the Plan of Merger or Consolidation:

Constituent Company:
Full name/Signature:
Office held:

_____________________________________________________________________________________________
FOR REGISTRY USE ONLY

Company No.:
Agent Code No.:
Date Filed:
Received By:

Form 72.1

ANGUILLA

INTERNATIONAL BUSINESS COMPANIES ORDINANCE, 1994

ARTICLES OF MERGER
BY PARENT INTERNATIONAL BUSINESS COMPANY
(Section 72)
-----------------------------------------

_____________________________________________________________________________________________
1. Parent Company:

Name Company No. Date of Registration

_____________________________________________________________________________________________
2. Other Constituent Companies:

Name Company No. Date of Registration

_____________________________________________________________________________________________
3. Effecive date of Merger:

_____ Date of filing
_____ Subsequent date, not exceeding 30 days

_____________________________________________________________________________________________
4. Registered Office
Name:
Address:

Code No.:
_____________________________________________________________________________________________
5. Registered Agent
Name:
Address:

Code No.:
_____________________________________________________________________________________________
6. If the parent company does not own all shares in each subsidiary company to be merged, the date on which a copy of the plan of merger or an outline thereof was made available to the shareholders of each subsidiary company:

_____________________________________________________________________________________________
7. Attached is a copy of the Plan of Merger:

Parent Company:
Full name/Signature:
Office held:

_____________________________________________________________________________________________
FOR REGISTRY USE ONLY

Company No.:
Agent Code No.:
Date Filed:
Received By: