Companies and Business Registration Act

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Section
1. Short title
2. Interpretation
3. Registration of companies and partnerships
4. Filing of annual balance sheet
5. Use of word "Limited"
6. Offence
7. Regulations

An Ordinance to govern the registration of companies and other business enterprises in Tuvalu

1. This Ordinance may be cited as the Companies and Business Registration Ordinance.

"certified" means certified in the prescribed manner to be a true copy and correct translation;

"director" includes any person occupying the position of director of a company, by whatever name called;

"partnership" means any 2 or more persons combining together on more than one occasion in a common business enterprise with a view to profit;

"prescribed" means prescribed by regulations made under the provisions of section 8;

"prospectus" means any prospectus, notice, circular, advertisement or other invitation, offering to the public for subscription or purchase any shares or debentures of a company.

3. (1) Every company or partnership which has established or shall establish a place of business in Tuvalu or which derives profits from any enterprise or operation in Tuvalu shall file with the Minister the following documents-

(a) a certified copy of the charters, statutes or memorandum and articles of the company or other instrument constituting or defining the constitution of the company, or, in the case of a partnership, a copy of the deed or agreement creating such partnership or written evidence of the terms upon which such partnership exists and which, in the case of such partnership having foreign interests, clearly sets out that such interests carry a maximum of 20 per cent of all assets and profits that may be derived or accruing from the operations of such partnership in Tuvalu, and if the relevant document is not in the English language, a certified translation thereof in English;

(b) a list of directors of the company or of the partners in the partnership, as the case may be;

(c) the names and addresses of one or more persons resident in Tuvalu authorised to accept on behalf of the company or partnership service of process or of any notices required to be served on the company or partnership or on any partner in respect of partnership business.

(2) The Minister shall cause a register of all information filed under this section to be maintained in such form as he may prescribed.

(3) In the event of any alteration being made or necessitated in any document filed under subsection (1)(a) hereof or in any of the particulars furnished under the foregoing subsections the company or partnership shall, within the prescribed time, file with the Minister a notice of such alteration.

(4) Any process or notice required to be served on a company or partnership or any partner in respect of partnership business shall be sufficiently served if addressed to any person whose name has been filed under the foregoing provisions of this section and left at the address which has been so filed.

4. (1) Every company or partnership to which this section applies shall in every year file with the Minister a balance sheet properly drawn up so as to exhibit a true and correct view of the state of affairs of the company or partnership.

(2) For the avoidance of doubt it is hereby declared that any balance sheet filed under the foregoing subsection shall be made available by the Minister to the Minister responsible for the administration of the Income Tax Ordinance.

5. Every company to which this Ordinance applies and which used the word "Limited" as part of its name shall-

(a) in every prospectus inviting subscriptions for its shares or debentures in Tuvalu state the country in which it is incorporated;

(b) conspicuously exhibit on every place where it carries on business in Tuvalu the name of the company and the country in which it is incorporated; and

(c) display the name of the company and of the country in which it is incorporated on all bill-heads and letter paper and in all notices, advertisements and other official publications of the company.

6. If any company or partnership to which this Ordinance applies fails to comply with any of the requirements of this Ordinance, such company and every officer or agent of such partnership shall be liable to a fine of $100, or in the case of a continuing offence, $10 for every day during which the failure continues.

7. The Minister may make regulations to carry out the provisions of this Ordinance, including but not restricted to the prescription of fees to be paid in respect of the filing of any document.

1. These regulations may be cited as the Companies and Business Registration Regulations.

(ii) The members of the Committee shall be appointed by the Minister and shall not exceed 6 in number but the quorum for any meeting shall be 3.

(iii) The Committee shall regulate its own procedure and may invite any person to attend and take part in any meetings but such persons shall not be entitled to vote.

3. The register established in accordance with section 3 (1) of the Companies and Business Registration Ordinance (in these regulations called "the Ordinance") shall be called the Companies and Business Registration Register and shall be maintained in such form as the Committee may prescribe.

(ii) The Committee may by notice amend or add to the forms provided for by these regulations and may prescribe such additional forms as it feels fit.

(ii) The Secretary for the Committee, shall record in the Companies and Business Registration Register the requisite details of all Companies which the Committee finds-

(a) to have duly complied with the provisions of section 3 of the Ordinance; and

(b) in the case of a company, to have been duly incorporated according to the law of the country in which that company is stated in the application to have been registered; and

(c) in the case of partnership where there appears to the Committee to be a foreign interest that such interest or interests carry a maximum of 20% of all assets and profits deriving in Tuvalu.

(iii) The Committee may require any applicant for registration to provide such further information or documentation as it feels may be necessary to satisfy itself about any of the matters set out in paragraph (ii) of this Regulation.

(ii) The fee to be paid by any company or business not having its principal Schedule 3 place of business in Tuvalu on filing documents in accordance with Section 3 of the Ordinance shall be as set out in Schedule 3 to these regulations.

(iii) In the event of any company or partnership not being entered on the Register then the fee prescribed in paragraph (ii) is not refundable unless the Committee so direct.

Company Name ...........................................................................................................................
Principal Place of Business ..........................................................................................................
Country where incorporated..........................................................................................................
Date of Incorporation ....................................................................................................................
Intended business or occupation in Tuvalu ...................................................................................

2. List of Directors. If Directors are Companies please supply list of Directors of those companies so that the individuals who control the Company can be identified.

3. The person who is authorised to accept service of process on behalf of the Company in Tuvalu is ..................... of ....................

I enclose a written consent by that person to act and a copy of the deed or document which authorises him to accept service.

I enclose the fee of A$......................... and understand that this fee is not refundable should the Company not be registered.

(i) This application must be signed by an individual who should state his position in the company.

(ii) To establish a place of business in Tuvalu or to derive any profit from any enterprise or operation in Tuvalu prior to registration is an offence.

Partnership Name ............................................................................................................................
Country where Partnership formed .................................................................................................
Principal Place of Business .............................................................................................................
Date Partnership formed..................................................................................................................
Intended Business or Occupation in Tuvalu ...................................................................................

2. List of Partners. If any partner is a company please list the names of that company's Directors.

3. The person who is authorised to accept service of process on behalf of the Partnership in Tuvalu is ......................... of .....................

Enclosed is a written consent of that person to act and a copy of the deed or document authorising him to accept service.

I enclose the fee of A$ ................ and understand that this fee is not refundable should the Partnership not be registered.

(i) This application must be signed by an individual who should state his position in the company.

(ii) To establish a place of business in Tuvalu or to derive any profit from any enterprise or operation in Tuvalu prior to registration is an offence.

Document	Fee
1. Certified copy of document relating to constitution of company or business under section 3 (1) (a) of the Ordinance ....................................................................................	10.00
2. List of directors or partners and persons authorised to accept service under section 3 (1) (b) and (c) of the Ordinance .......................................................................................	2.00
3. Alteration in 1 or 2 above ...........................................................................................	2.00
4. Annual balance sheet .................................................................................................	6.00

Document	Fee
1. Certified copy of document relating to constitution of company or business under section 3 (1) (a) of the Ordinance ....................................................................................	30.00
2. List of directors or partners and persons authorised to accept service under section 3 (1) (b) and (c) of the Ordinance .......................................................................................	5.00
3. Alteration in 1 or 2 above ...........................................................................................	5.00
4. Annual balance sheet .................................................................................................	12.00

Tuvalu Consolidated Legislation

Companies and Business Registration Act