Companies (Guernsey) (Amendment) Law, 2001

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Please note that this Law has been repealed by Order in Council No. VIII of 2008 - Companies (Guernsey) Law, 2008

PROJET DE LOI

ENTITLED

The Companies (Guernsey) (Amendment) Law, 2001

THE STATES, in pursuance of their Resolution of the 25^th day of July, 2001[a], 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 Guernsey.

Amendment of Law of 1994.

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

(2) In section 37(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(a) the words "fully paid", wherever appearing, are repealed; and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 37(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 37(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(a) may be amended or repealed by a subsequent Ordinance hereunder;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 44 insert the following section -

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

44A. Where, whether by operation of law or pursuant to a resolution under section 37(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 VII 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 37(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 (Guernsey) (Amendment) Law, 2001.

Table
[a]	Article VII of Billet d'État No. XVII of 2001.
[b]	Order in Council No. XXXIII of 1994; amended by No. XIV of 1996.