Companies (Alderney) (Amendment) Law, 2001

To access the legislation in printable format, please click the "view printable version" button.

PROJET DE LOI

ENTITLED

The Companies (Alderney) (Amendment) Law, 2001

THE STATES OF ALDERNEY, in pursuance of their Resolution of the 21^st day of November, 2001, have approved the following provisions which, subject to the Sanction of Her Most Excellent Majesty in Council, shall have force of law in the Island of Alderney.

Amendment of Law of 1994.

1. (1) The Companies (Alderney) Law, 1994, as amended[a], is further amended as follows.

(2) In section 53(1)(f) -

(a) the words "fully paid", wherever appearing, are repealed; and

(b) after the words "a particular currency" insert "or former currency".

(3) After section 53(1)(f) insert the following paragraph -

"(g) where its share capital is expressed in a particular currency or former currency, denominate or redenominate it, whether by expressing its amount in units or subdivisions of that currency or former currency, or otherwise.".

(4) After section 53(4) insert the following subsection -

"(5) The States may by Ordinance amend the provisions of this section; and any such Ordinance -

(a) may be amended or repealed by a subsequent Ordinance hereunder;

(b) may contain consequential, transitional, incidental or supplementary provision (including provision making consequential amendments to this Law).".

(5) After section 60 insert the following section -

"Share certificates, and reduction of share capital, on conversion, denomination or redenomination of shares or share capital.

60A. Where, whether by operation of law or pursuant to a resolution under section 53(1)(f) or (g) -

(a) any of a company's shares, the nominal amount of which is expressed in a particular currency or former currency, are converted into shares of a nominal amount of a different currency; or

(b) a company's share capital, being expressed in a particular currency or former currency, is denominated or redenominated, whether by expression in units or subdivisions of that currency or former currency or otherwise;

then, notwithstanding any provision to the contrary in the company's articles-

(i) the company shall not be obliged to issue new share certificates showing the different nominal amounts of the shares in question;

(ii) the existing share certificates, notwithstanding the conversion, denomination or redenomination, shall continue to be valid; and

(iii) any reduction of the nominal amounts of the individual shares or of the amount of the company's share capital which is attributable solely to the conversion, denomination or redenomination shall not constitute a reduction of share capital (whether for the purposes of Part X of this Law or otherwise) provided that-

(A) the reduction does not extinguish or reduce the liability on any share in respect of capital which is not paid up (and for the purposes hereof a rounding down in accordance with the lex monetae or in accordance with the provisions of section 53(1)(f) of the amount not paid up on any share shall be deemed not to be an extinction or reduction of any such liability);

(B) the reduction does not reduce the net assets of the company; and

(C) the amount of the reduction is credited to a capital redemption reserve which may be applied only in paying up unissued shares which are to be allotted to members as fully paid bonus shares.".

Citation.

2. This Law may be cited as the Companies (Alderney) (Amendment) Law, 2001.

[a]	Order in Council No. XXXIV of 1994; there are amendments not material to this Law.