External Companies (Registration and Control) Act

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1. Short title
2. Commencement
3. Application
4. Interpretation
5. Carrying on business
6. Register of external companies
7. Documents to be lodged with Minister
8. Return to be lodged when documents altered
9. Local manager
10. Publication of name of local manager
11. Publication of name, etc, of external company
12. Restriction of name, etc, of external company
13. Service on external company
14. Accounts, records and returns
15. Winding up of external company
16. Striking off company's name from register
17. Removing company's names from register
18. Prohibitions
19. Offences
20. Regulations
21. Amendment of Cap. 59
22. Transitional provisions

AN ACT to provide for the registration and control of certain external companies; to amend the Companies and Business Registration Act (Cap. 59); and for connected purposes

1. This Act may be cited as the External Companies (Registration and Control) Act 1987.

3. This Act applies in relation to any external company which, at or subsequently to, the commencement -

"external company" means a body corporate formed or incorporated outside Tuvalu;

"local manager", in relation to an external company, means the person resident in Tuvalu authorised to manage the business of the company in Tuvalu;

"Register" means the Register of External Companies referred to in section 6(1).

(a) business of the company is regularly transacted from an office in Tuvalu established or used for the purpose, whether solely or not;

(b) the company establishes or uses a share transfer or share registration office in Tuvalu;

(c) the company enters into two or more contracts with persons resident in Tuvalu, or with companies registered under this Act, being contracts which -

(ii) by their express or implied terms are to be wholly or substantially performed in Tuvalu, or may be so performed at the option of any party to the contract;

(d) the company appoints an agent who resides or has a place of business in Tuvalu to represent the company in connection with the making or performance of two or more contracts of a kind referred to in paragraph (c), or in connection with the transactions in Tuvalu of the company generally, whether the appointment is made for a fixed period of time or not;

(e) the company owns, possesses or uses assets situated in Tuvalu for the purpose of carrying on or pursuing its business, or if it obtains or seeks to obtain from such assets, directly or indirectly, profit or gain, whether realised in Tuvalu or not; or

(f) the company issues in Tuvalu a prospectus, notice, circular, advertisement or other invitation offering its shares or debentures for subscription or purchase.

6. (1) The Minister shall cause to be kept, in such form and manner as he may determine, a Register of External Companies.

(2) Registration pursuant to this Act shall be effected in such manner as the Minister prescribes.

(3) Any person may, on payment of the prescribed fee (if any), inspect the Register during the hours of business of the office where the Register is kept.

7. (1) Every external company shall, before it be lodged with establishes a place of business, or commences to carry on Minister business, in Tuvalu, lodge with the Minister for registration -

(a) subject to subsection (4), a certified copy in the English language of the charter, statutes, regulations, memorandum and articles, or other instrument, constituting or defining the constitution of the company;

(b) a statement in duplicate in the prescribed form giving the following particulars regarding the company, namely -

(iii) the present forenames and surnames and any former forename or surname, and the address and business occupation of the person or persons resident in Tuvalu authorised to manage the business in Tuvalu of the company;

(iv) if the company has shares, the number and nominal value, if any, of its authorised and issued shares, the amount paid up thereon and any amount remaining payable thereon, distinguishing between the amounts paid and payable in cash and the amounts paid and payable otherwise than in cash;

(v) the address in its country of incorporation or formation of its registered office or principal place of business;

(vi) the address of its principal place of business in Tuvalu or, if the company has no place of business in Tuvalu, a statement to that effect; and

(vii) the name and address in Tuvalu of a person resident in Tuvalu authorised by the company to accept service of process and other documents on behalf of the company;

(c) a list of the company's directors containing similar particulars with respect to its directors as are required to be contained in the register of directors and secretaries of a company by the law for the time being applicable to the company in the place of its incorporation or formation; and

(d) an audited balance sheet properly drawn up so as to give a correct view of the state of affairs of the company on a date not later than twelve months before the date of lodging; and

(2) for the purpose of subsection (1) (a), a copy is certified if it has endorsed on it a certificate under the seal of the company or signed by a director and the secretary of the company to the effect that it is a true and complete copy or, as the case may be, a complete and accurate translation, of the original.

(3) An external company shall publish in the Gazette such particulars as may be prescribed within 4 months after -

(a) the charter, statutes, memorandum or articles of the external company or other instrument lodged with the Minister;

(d) the agent appointed to accept service on behalf of the external company or the address of the agent;

(e) the address of its registered office or principal place of business in its country of incorporation; or

the external company shall, within one month after the change or alteration, or within such further period as the Minister in special circumstances allows, lodge with the Minister particulars of the change and such documents as may be prescribed.

(2) If an external company increases its authorised share capital it shall, within one month after that increase, or within such further period as the Minister in special circumstances, allows, lodge with the Minister notice of the amount from which and of the amount to which it has been so increased.

(3) If an external company, not having a share capital, increases the number of its members beyond the registered number it shall, within one month after that increase was resolved or took place, or within such further period as the Minister in special circumstances allows, lodge with the Minister notice of the increase.

9. (1) An external company shall not appoint any person as its local manager or cause any person to be named as such in any document filed pursuant to section 7 or 8 unless the person has consented in writing to the appointment.

(2) The acts of any person registered as the local manager of an external company while carrying on the business in Tuvalu of the company bind the company unless -

(b) the person with whom he was dealing had actual knowledge of the absence of authority or, having regard to his position with or relationship to the company, ought to have known of such an absence of authority.

10. (l) Subject to subsection (2), every external company shall, in all trade circulars and business letters manager on or in which the company's name appears and which are issued or dispatched in Tuvalu by or on, behalf of the company, state in legible characters with respect to each person authorised to manage the business of the company in Tuvalu -

(2) The Minister may, if he considers it reasonable in the circumstances to do so, subject to such conditions as he may impose, exempt an external company from compliance with subsection (1).

11. (1) An external company shall not be registered by any use of certain a name that, in the opinion of the Minister, -

(b) is a name, or a name of a kind, that the Minister is not prepared to accept for registration.

(2) Except with the consent of the Minister, any change in the name of an external company shall not be registered (notwithstanding that particulars of the change gave been lodged in accordance with section 8) if, in the opinion of the Minister,

(b) the name is a name or a name of a kind, that the Minister is not prepared to accept for registration.

(3) In any case such as is referred to in subsection (1) or (2) the Minister may direct the external company to take an alternative name approved by the Minister for the purpose of carrying on business in Tuvalu and the company shall, within such period as the Minister allows, notify the Minister whether or not it accepts the direction.

(4) If an external company accepts a direction given pursuant to subsection (3), the company shall be registered by the name contained in the direction.

(5) If an external company which is registered does not accept a direction given pursuant to subsection (3), the company shall cease to be registered on the expiry of the period allowed by the Minister under subsection (3).

(6) No external company shall use in Tuvalu any name other than that under which it is registered under this Act.

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

(b) cause the name of the company and of the country in which the company is incorporated or formed to be stated in legible characters in all notices, advertisements and other official publications of the company, and in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the company, and in all bills of parcels, invoices, receipts and letters of credit of the company; and

(c) if the liability of the members of the company is limited, cause notice of that fact to be stated in legible characters in all notices, advertisements and other official publications of the company in Tuvalu and to be affixed on every place where it carries on its business.

(2) Where the name of an external company is in a language other than English, the requirements of subsection (1) relating to the name of the company may be fulfilled by exhibiting and stating a translation of the name in English.

(3) The fact that the word 'limited', or its equivalent in a language other than English, forms part of an external company's name shall not be deemed a sufficient compliance with the obligation imposed by subsection (1)(c).

13. (1) Any process or notice required to be served under on an external company is sufficiently served if addressed to any person whose name has been specified under section 7(1)(b)(vii) or 8(i)(d) and left at or sent by post to the address of that person given in the document so filed, but -

(a) where any such company makes default in so specifying the name and address of a person resident in Tuvalu who is authorised to accept on behalf of the company service of process or notices; or

(b) if at any time all the persons whose names all and addresses have been so specified are dead or have ceased to so reside, or refuse to accept service on behalf of the company, or for any reason they cannot be served,

a document may be served on the company by leaving it at or sending it by post to any place of business established or used by the company in Tuvalu.

any process or notice required to be served on the company is sufficiently served if addressed to the company and left at or sent by post to any place of business of the company in the country of its incorporation or formation.

14. (1) Every external company to which this Act applies shall cause to be kept in Tuvalu such accounts and records as are necessary to give an accurate account of the company's operations in Tuvalu and of all transactions entered into in Tuvalu by or on behalf of the company.

(2) Every external company to which this Act applies shall, at least once in every calendar year and at intervals of not more than 15 months, lodge with the Minister an audited balance sheet properly drawn up so as to give a correct view of the state of affairs of the company.

(a) by notice served on an external company, require the company, within such reasonable period as is allowed in the notice, to furnish the Minister in writing with particulars regarding such of its transactions or assets in Tuvalu as are identified in the notice;

(b) by instrument in writing, exempt an external company from all or any of the requirements of subsection (1) or (2), on such conditions as are specified in the instrument of exemption; or

(4) A balance sheet filed in any year by a company pursuant to the requirement under section 4 of the Companies and Business Registration Act may, at the discretion of the Minister, be accepted, in whole or part, in satisfaction for that year of the obligation of the company under subsection (2).

(a) is part of the Register and as such open to public inspection under section 6(3); and

(b) for the avoidance of doubt may be made available by the Minister to the Minister responsible for the administration of the Income Tax Act.

15. Where an external company to which this Act external company applies goes into liquidation, or is dissolved, in its place of incorporation, the local manager shall, within one month of the liquidation or dissolution, give notice of the fact to the Minister who shall -

16. (1) Where the Minister is of opinion that it is not in the interest of Tuvalu that an external company should continue its operations in Tuvalu he may apply to the High Court to order that the name of the company be struck off the Register.

(b) the Court may hear any representations which the external company may wish to make;

(c) the Court, if satisfied that it is not in the interest of Tuvalu that the external company should continue its operations in Tuvalu -

(3) An external company whose name is struck off the Register under subsection (2) shall not again establish a place of business in Tuvalu or carry on business in Tuvalu or be registered under this Act unless the Minister is satisfied that the company may be so registered without prejudicing the interest of Tuvalu, and consents in writing to the registration.

17. (1) If an external company ceases to have an established place of business, or to carry on from register business, in Tuvalu it shall, within one month of so ceasing, give notice of the fact to the Minister and as from the date on which notice is so given the obligation of the company to lodge any document with the Minister ceases.

(2) In any case where the Minister is satisfied by any other means that an external company has ceased to have an established place of business, or to carry on business, in Tuvalu, he may close the file of the company and thereupon the obligation of the company to lodge any document with the Minister ceases.

(3) Where a company gives notice under subsection (1) or the Minister is satisfied in terms of subsection (2), the Minister shall publish in the Gazette a notice stating that the company has ceased to carry on business in Tuvalu.

18. (1) No external company (whether having an established place of business, or carrying on business, in Tuvalu or not) shall make or circulate in Tuvalu any invitation to the public -

unless the Minister has given his consent in writing, either unconditionally or subject to such conditions as are specified in the instrument of consent.

(2) Nothing in this section shall operate to prohibit the circulation in Tuvalu of newspapers or other publications published outside Tuvalu which contain any invitation of a kind referred to in subsection (1).

19. If an external company or its local manager fails to comply with section 7, 8, 9(1), 10(1), 11, 12, 14, 15, 16(3), 17(1) or (3), 18(1) or 22(1) of this Act the company, and every officer and local manager of the company who knowingly authorises or permits the default, is guilty of an offence, and liable on conviction -

(b) in the case of an officer or local manager to imprisonment for 1 year and to a fine of $500.

20. The Minister may make regulations generally for the better carrying out of the objects and purposes of this Act, including, without prejudice to this generality, the prescription of -

2A. On and after the commencement of the External Companies (Registration and Control) Act 1987, nothing in this Act shall apply to an external company to which that Act applies by virtue of section 3 of that Act.";

(b) in section 3(1)(a) by repealing the words from "and which" to "in Tuvalu,"; and

3A. (1) No partnership shall have foreign interests greater than such percentage interests of each of -

(b) all profits that may be derived or may accrue from the operations of the partnership in Tuvalu,

as the Minister may by regulations prescribe, either subject to prescribed conditions or unconditionally.

(a) be made either in relation to all partnerships (with or without specified exceptions) or in relation to a specified class or description of partnership; and

(b) make the same provision for all partnerships, different provisions for different classes or descriptions of partnership or different provisions for the same classes or descriptions of partnership for different purposes.

(3) Without prejudice to section 6, the Minister shall refuse to register a partnership which does not comply with regulations under subsection (1)".

22. (1) Subject to subsection (2), an external company which at the commencement of this Act has an established place of business, or carries on business, in Tuvalu shall, within one month after the commencement, lodge with the Minister for registration the documents referred to in section 7(1).

(2) Documents filed by an external company pursuant to section 3 of the Companies and Business Registration Act before the commencement may, at the discretion of the Minister, be accepted, in whole or in part, in satisfaction of the obligations of that external company under subsection (1).

1. These Regulations may be cited as the External Companies (Registration) Regulations 1987.

2. (1) An application for registration as an external company must be made to the Minister in duplicate on the form provided by the Minister and set out in Schedule 1.

(2) An application must be accompanied by the documents specified in section 7(1) of the Act.

(4) An external company applying for registration must provide such other information as the Minister may require.

(a) is satisfied that the documents lodged with the application for registration are in order, and

(b) the name of the external company in his opinion is not undesirable and is acceptable for registration in terms of section 11(1) of the Act,

The Minister shall cause the external company to be registered in the Register of External Companies.

4. The particulars prescribed to be published in the Gazette by an external company in accordance with section 7(3) (a) and (b) of the Act are set out in Schedule 2 and shall be published in that form.

5.(1) The particulars of change and documents prescribed to be lodged in accordance with section 8 of the Act are set out in Schedule 3 and are to be changes lodged in that form within one month after the change.

(2) A return of a change in documents or otherwise must be accompanied by a fee of $50.

(3) The Minister shall cause the change to be noted in the Register, unless it is a change in the name of the external company which in his opinion is undesirable or is not acceptable for registration in terms of section 11(2) of the Act.

6. The particulars of change of prescribed particulars to be published in the Gazette by an external company in accordance with section 7(3) (c) of the Act are set out in Schedule 4 and shall be published in that form.

7. An audited balance sheet of an external company lodged in accordance with section 14(2) of the Act must be accompanied by a fee of $20.

8. The fee for inspection of the Register is $1 for each external company file inspected.

1. Name of Company	...........................

2. Nature of business or other main objects.	...........................

3. Address in country of incorporation or formation of company's registered office or principal place of business.	............................ ...........................

4. If the company has shares, the number and nominal value, if any, of its authorised and issued shares, the amount paid up thereon and any amount remaining payable thereon, distinguishing between the amounts paid and payable in cash and the amounts paid and payable otherwise than in cash.	........................... ............................ ........................... ...........................

5. Address of company's principal place of business in Tuvalu or, if the company has no place of business in Tuvalu, a statement to that effect.	........................... ........................... ...........................

6. Present forenames and surname and any former forename or surname, and the address and business occupation of the person or persons resident in Tuvalu authorised to manage the business in Tuvalu of the company. (see also para (8))	........................... ............................ ........................... ........................... ...........................

7. Name and address in Tuvalu of a person resident in Tuvalu authorised by the company to accept service of process and other documents on behalf of the company.	........................... ........................... ...........................

8. I.......................................................of.................................... Tuvalu, consent to my appointment as local manager of this company.

.................................................................. (Local Manager)

(a) a certified copy in the English language of the charter, statutes, regulations, memorandum and articles, or other instrument, constituting or defining the constitution of the company,

(Notes: Under section 7(2) of the Act, a copy is certified if it has endorsed on it a certificate under the seal of the company or signed by a director and the secretary of the company to the effect that it is a true and complete copy or, as the case may be, a complete and accurate translation, of the original).

(b) a list of the company's directors containing similar particulars with respect to its directors as are required to be contained in the register of directors and secretaries of a company by the law for the time being applicable to the company in the place of its incorporation or formation, and

(c) an audited balance sheet properly draw up so as to give a correct view of the state of affairs of the company on a date not later than twelve months before the date of lodging of this application.

10. Application is made for registration of the company in the Register of External Companies. We certify that all the particulars given in this application and the documents enclosed are correct and true.

....................................................................... (Director)
..................................................... (Secretary)

Name of company	.........................
Register No	.........................
Nature of business	.........................
Address (in country of incorporation or formation) of registered office or principal place of business	)........................ )........................
Address of principal place of business in Tuvalu (if none, state) "NONE")	)......................... ).........................
Full name (and any former full name) of local manager in Tuvalu	)
Business occupation
Address in Tuvalu
Name and address of person authorised to accept service of documents etc in Tuvalu	)......................... )......................... ..........................

Date.................................................. (Sgd)................................................................. (Director)

(Sgd)................................................................. (Secretary)

1. Name of company	............................
2. Register No	............................
The following changes detailed below have been made with effect from the date(s) given. Changes to -

(a) The charter, statutes, memorandum or articles of the company or other instrument lodged with the Minister. (enclose certified copy in the English language)	............................ ............................ ............................

(b) the directors of the company	............................

(c) the local manager or the address of the local manager (see also para 4)	............................. ............................

(d) the agent appointed to accept service on behalf of the company or the address of the agent	............................ ............................

(e) the address of the registered office or principal place of business of the company in its country of incorporation	............................ ............................

(f) the name of the company	............................

(g) increase the company's authorised share capital (state previous authorised share capital also)	............................. ...........................

(h) increase the company's number of members (if the company does not have a share capital)	............................ ............................

4. I ................... of ................ Tuvalu, consent to my appointment as local manager of this company.

6. Application is made for registration of these changes of particulars in the Register of External Companies. We certify that all the particulars given in this application and the documents (if any) enclosed are correct and true.

..................................................... (Director)
.................................................... (Secretary)

Name of company	..........................
Register No.	..........................
The following particulars of the company are now as shown -
* Name of company	.........................
* Name of business	.........................
* Address (in country of incorporation or formation) of registered office or principal place of business	)........................ )........................
*Address of principal place of business in Tuvalu	)........................
*Full name (and any former full name) of local manager in Tuvalu	) )
Business occupation	..........................
Address in Tuvalu	.........................
* Name and address of person authorised to accept service of documents etc in Tuvalu	)......................... )........................

Date ....................................... (Sgd).................................................... (Director)

Tuvalu Consolidated Legislation

External Companies (Registration and Control) Act