Gazette August 2 2021 - Part A | Government Printing Department

Bill re Corporate (Miscellaneous Provisions) Act, 2021.

CORPORATE (MISCELLANEOUS PROVISIONS) ACT, 2021

OBJECTS AND REASONS

This Bill would amend certain enactments relating to corporate bodies primarily to strengthen the regulatory framework for such bodies.

CORPORATE (MISCELLANEOUS PROVISIONS) ACT, 2021

Arrangement of Sections

Short title
Amendment of enactments in Schedule

SCHEDULE

Amendments

BARBADOS

A Bill entitled

An Act to amend certain enactments relating to corporate bodies primarily to strengthen the regulatory framework for such bodies.

ENACTED by the Parliament of Barbados as follows:

Short title

1.

Act, 2021.

This Act may be cited as the Corporate (Miscellaneous Provisions)

Amendment of enactments in Schedule

The enactments set out in Column 1 of the Schedule are amended inthe manner specified in Column 2.
SCHEDULE
(Section 2)

Column 1
EnactmentsAMENDMENTS
Column 2
Amendments
1. Corporate Affairs and Intellectual Property Oﬃce Act, Cap. 21A
2. Companies Act, Cap. 308Delete section 4(2) and substitute the following:
  “(2) The following persons shall have the rights and discharge the duties appertaining to the oﬃce of Notary Public:
  1. Registrar;
  2. Deputy Registrar;
  3. Assistant Registrar;
  4. Legal Examiner; and
  5. Legal Oﬃcer.”.

In section 4,
1. delete subsection (1) and substitute the following: “(1) Subject to subsection (2), one or morepersons may incorporate a company by signing and sending articles of incorporation to the Registrar together with a statutory declaration by each signatory to the articles that he is not an individual described in subsection (2).”; and
  Schedule – (Cont’d)
  AMENDMENTS – (Cont’d)
  Column 1
  Enactments
Companies Act, Cap. 308

– (Cont’d)

Column 2

Amendments

delete subsection (3) and substitute the following: “(3) The statutory declaration referredto in subsection (1) is, for the purposes of thisAct, conclusive of the facts therein declared.
1. An incorporator who makes a false declaration under this section is guilty of an oﬀence and is liable on summary conviction to a fine of $10 000 or to imprisonment for a term of 2 years or to both.”.
  1. Delete section 15A(3) and substitute the following:
    “(3) A company that is in default in complying with the requirements of subsections
    1. and (2) is liable to pay to the Registrar a penalty of $10 for every day during which the default continues, up to a maximum of $3 000; and every director and oﬃcer of the company who knowingly and wilfully authorises or permits the default is also liable to that penalty.”.
  2. Delete section 25(1) and substitute the following:
    “(1) A company may have a common seal with its name engraved thereon in legible characters but may use any form of seal for the purpose of sealing a document.”.
    Schedule – (Cont’d)
    AMENDMENTS – (Cont’d)
    Column 1
    Enactments
    2. Companies Act, Cap. 308- (Cont’d)Column 2
    Amendments
  3. In section 103, insert after subsection (3), the following:
    “(4) Notwithstanding subsection (1), a meeting of shareholders of a company may be held virtually.
2. For the avoidance of doubt, where a meeting is held virtually, the location, whether within or outside Barbados, of any participant in the meeting shall not render the meeting unlawful.
3. Where a meeting of shareholders of a company was held virtually during the period from 1st March, 2020 to the commencement of subsections (4) and (5), the meeting shall not be rendered unlawful on the ground it was held virtually. “.

Insert after section 170, the following section: “Notification of change in beneficial ownership170A. (1) A director of a company shall, within 14 days of a change in the beneficial ownership of the company, notify the Registrar of the change and the date on which the change occurred.
Schedule – (Cont’d)
AMENDMENTS – (Cont’d)
Column 1
Enactments
2. Companies Act, Cap. 308- (Cont’d)Column 2
Amendments
1. The notification referred to in subsection (1) shall be accompanied by a statutory declaration that
  1. verifies the change; and
  2. confirms the fact that the company continues to maintain an up to date and accurate record of the basic and beneficial ownership information of the company at its registered office.
2. A company which fails to comply with subsections (1) and (2) is liable to pay to the Registrar a penalty of $500 for every day during which the failure continues, up to a maximum of $10 000; and every director and officer of the company who knowingly and willfully authorises or permits the default is also liable to that penalty.”.
In section 175,
1. in subsection (7)
  1. delete the word “require” and substitute the word “direct”; and
  2. in paragraph (b), delete the words “and contain, or are likely to contain such information.”.
    Schedule – (Cont’d)
    AMENDMENTS – (Cont’d)
    Column 1
    Enactments
    2. Companies Act, Cap. 308- (Cont’d)Column 2
    Amendments
2. delete subsection (12) and substitute the following:
“(12) A person who,without reasonable cause, is in default in complying with a requirement or a directive under subsection (5), (6) or (7) or a direction under subsection (10) is liable to pay to the Registrar
1. a penalty of $5 000; and
2. where the penalty specified in paragraph (a) is not paid on the due date, an additional penalty of $500 for every day during which the default continues, up to a maximum of $15 000.
  (12A) For the purposes of subsection (12), a person is not in default in complying with a requirement, directive or direction under this section until a period of 14 days has elapsed since notice of the requirement, directive or direction was served on him.”; and
3. in subsection (13) delete the words “or a” and substitute the words “, directive or”.
Schedule – (Cont’d)
AMENDMENTS – (Cont’d)
Column 1
Enactments
2. Companies Act, Cap. 308- (Cont’d)Column 2
Amendments
Delete section 175A and substitute the following: “Contravention of record keeping requirements175A. A person who contravenes section 170(1), (2) or (3) or section 172(1), (2) or (3) is guilty of an oﬀence and is liable on summary conviction to a fine of $100 000 or to imprisonment for a term of 5 years or to both.”.
In section 330(1),
1. in paragraph (l), delete the word “and”;
2. in paragraph (m), delete the fullstop and substitute the words “; and”; and
3. insert after paragraph (m), the following:
“(n) the full name of any director who holds or has held a prominent public office in Barbados or elsewhere.”.
Insert after section 392A(2), the following:
“(3) A company that appoints a service provider shall, within 14 days of the date of the appointment, notify the Registrar of the full name and address of the service provider.
Schedule – (Cont’d)
AMENDMENTS – (Cont’d)
Column 1
Enactments
2. Companies Act, Cap. 308- (Cont’d)Column 2
Amendments
1. A company that changes its appointed service provider shall, within 28 days of the date of the appointment of the new service provider, notify the Registrar of the full name and address of the new service provider.
2. A notification given under subsection (3) or (4) shall be accompanied by a statutory declaration verifying the appointment of the service provider.
3. A company that is in default of complying with the requirements of subsection (3), (4) or (5) is liable to pay to the Registrar a penalty of $10 for every day during which the default continues, up to a maximum of
$3 000; and every director and officer of the company who knowingly and wilfully authorises or permits the default is also liable to that penalty.”.
Delete section 414 and substitute the following: “Service on company414. (1) A notice or document may be served on a company by
1. leaving it at the registered oﬃce of the company;
  Schedule – (Cont’d)
  AMENDMENTS – (Cont’d)
  Column 1
  Enactments
  2. Companies Act, Cap. 308- (Cont’d)Column 2
  Amendments
2. sending it by telex, fax, prepaid, post or cable addressed to the registered oﬃce of the company;
3. serving it personally on an oﬃcer or manager of the company at any place of business of the company; or
4. serving it personally on any director, oﬃcer, receiver, receiver-manager or liquidator of the company.
1. Notwithstanding subsection (1), the Registrar may apply to the court for an order to serve by a specified method not referred to in that subsection.
2. An application for an order to serve by a specified method must be supported by evidence on aﬃdavit
  1. specifying the method of service proposed; and
  2. showing that that method of service is likely to bring the document to the attention of the company being served, and to enable it to ascertain the contents of the notice.”.
  Schedule – (Cont’d)
  AMENDMENTS – (Cont’d)
  Column 1
  Enactments
  2. Companies Act, Cap. 308- (Cont’d)Column 2
  Amendments
In section 432(1), delete the words “$10 000 or to imprisonment for a term of 6 months” and substitute the words “$20 000 or to imprisonment for a term of 2 years”.
In section 434,
1. delete subsection (2) and substitute the following: “(2) Where a company is guilty of an oﬀenceunder subsection (1), any director or oﬃcer of the company who knowingly authorised, acquiesced in or permitted the contravention is also guilty of an oﬀence and is liable on summary conviction to a fine of $5 000 or to imprisonment for a term of 12 months or to both.”; and
2. delete subsection (4) and substitute the following: “(4) Where a company is guilty of an oﬀence
under subsection (3), any director or oﬃcer of thecompany who knowingly authorised, acquiesced in or permitted the contravention is also guilty of an oﬀence and is liable on summary conviction to a fine of $5 000 or to imprisonment for a term of 12 months or to both.”.
Schedule – (Cont’d)
AMENDMENTS – (Cont’d)
Column 1
Enactments
1. Companies Act, Cap. 308- (Concl’d)
2. Industrial Designs Act,
Cap. 309AColumn 2
Amendments
Insert after section 453, the following new section: “Extension of time

454. (1) Where in section 15A(2)(a), 74(1), 179A(4A), 237(1A), 316(3), 342(1) or 343(1) a time limit is provided for the doing of anything and the time limit could not be complied with as a result of exceptional circumstances relating to public health, national security or a natural or other disaster, the Minister may by order extend the time limit for such period as he thinks fit.

An order made under this section may be given retrospective eﬀect.”.
Insert after section 48 the following:
“Extension of time
48A. (1) Where the time limit specifiedin
1. section 16(2) relating to furnishing the Registrar with a copy of the earlier application; or
  Schedule – (Cont’d)
  AMENDMENTS – (Cont’d)
  Column 1
  Enactments
  1. Industrial Designs Act,Cap. 309A – (Concl’d)
  2. Patents Act, Cap. 314
  Column 2
  Amendments
2. section 26(2) relating to the payment of the prescribed fee to renew a previous registration,

could not be complied with as a result of exceptional circumstances relating to public health, national security or a natural or other disaster, the Minister may by order extend the time limit for such period as he thinks fit.

An order made under this section may be given retrospective eﬀect.
An extension of time granted by an order made under this section does not aﬀect the right of any party.”.
Insert after section 73 the following:
“Extension of time
73A. (1) Where the time limit specifiedin
1. section 29(3) relating to the grace period for the late payment of the annual fee on payment of the prescribed surcharge; or
  Schedule – (Cont’d)
  AMENDMENTS – (Cont’d)
  Column 1
  Enactments
  1. Patents Act, Cap. 314- (Concl’d)
  2. Societies with Restricted Liability Act, Cap. 318B
  Column 2
  Amendments
2. section 41(1) relating to the filing of an international application designating Barbados,

An order made under this section may be given retrospective eﬀect.
An extension of time granted by an order made under this section does not aﬀect the right of any party.”.

Delete section 24 and substitute the following: “Records24. A society shall prepare and maintain at its registered oﬃce
1. its articles and by-laws and any amendments thereto;
2. minutes of its meetings and records of the resolutions of members; and
  Schedule – (Cont’d)
  AMENDMENTS – (Cont’d)
  Column 1
  5. Societies with Restricted Liability Act, Cap. 318B- (Cont’d)Column 2
  Amendments
3. a register of members showing
  1. the name and latest known address of each member and whether the person holds or has held a prominent public oﬃce in Barbados or elsewhere;
  2. a statement of the contribution of each member to the capital of the society;
  3. the date on which each person was entered on the register as a member, and the date on which any person ceased to be a member; and
  4. an up to date and accurate record of the basic and beneficial ownership information of the society.
Schedule – (Cont’d)
AMENDMENTS – (Cont’d)
Column 1
Enactments
5. Societies with Restricted Liability Act, Cap. 318B- (Cont’d)Column 2
Amendments
Notification of change in beneficial ownership
24A. (1) A manager of a society shall, within 14 days of a change in the beneficial ownership of the society, notify the Registrar of the change and the date on which the change occurred.
1. The notification referred to in subsection (1) shall be accompanied by a statutory declaration that
  1. verifies the change; and
  2. confirms the fact that the society continues to maintain an up to date and accurate record of the basic and beneficial ownership information of the society at its registered oﬃce.
2. A society which fails to comply with subsections (1) and (2) is liable to pay to the Registrar a penalty of $500, for every day during which the failure continues, up to a maximum of
$10 000; and every manager and oﬃcer of the society who knowingly and willfully authorises or permits the default is also liable to that penalty.”.
Schedule – (Cont’d)
AMENDMENTS – (Cont’d)
Column 1
Enactments
5. Societies with Restricted Liability Act, Cap. 318B- (Cont’d)Column 2
Amendments
In section 29,
1. delete subsection (3) and substitute the following: “(3) The creditors of a society and theiragents and legal representatives may, during the usual business hours of the society, with the consent, in writing, of the managers, or as the case may be, any 2 members, and upon payment of a reasonable fee, examine the records referred to in section 24(a) and (c).”;
2. in subsection (4), delete the word “person” and substitute the words “creditor, agent or legal representative referred to in that subsection”; and
3. insert after subsection (6), the following:
  “(7) The Registrar may require a society to produce
  1. any of the books, records or documents required to be kept by the society under this Act; and
  2. such other information as the Registrar may require for the proper administration and enforcement of this Act.
    Schedule – (Cont’d)
    AMENDMENTS – (Cont’d)
    Column 1
    Enactments
    5. Societies with Restricted Liability Act, Cap. 318B- (Cont’d)Column 2
    Amendments
    1. Notwithstanding subsection (3), the Registrar may examine, or by instrument in writing, appoint, at the expense of a society, a person to examine, any books, records and other documents required to be kept by the society under this Act
      1. in order to ascertain whether the society is in compliance with this Act;
      2. where the Registrar has reasonable grounds to suspect that the society may be in contravention of this Act; or
      3. where the examination is otherwise necessary for the proper administration and enforcement of this Act.
    2. For the purposes of subsection (8), the Registrar or the person appointed by the Registrar may, in connection with an examination, direct an auditor, manager, oﬃcer or aﬃliate of a society or a person who, whether alone or in association with others, owns or controls the society to
      1. furnish such information as the Registrar or the person appointed by him considers necessary for the purposes of the examination; and
        Schedule – (Cont’d)
        AMENDMENTS – (Cont’d)
        Column 1
        Enactments
        5. Societies with Restricted Liability Act, Cap. 318B- (Cont’d)Column 2
        Amendments
      2. produce for examination any books, records or other documents in respect of the society that are in his possession.
    3. The Registrar may require a society to pay the expenses of any examination carried out by or on behalf of the Registrar under this section.
    4. A person who is required to make a disclosure to the Registrar or to a person appointed by the Registrar pursuant to subsection (9) shall not, by reason of making the disclosure, be regarded as being in breach of a duty to the society.
    5. The Registrar may give directions to a society for the purpose of compliance with this section.
    6. Where a society fails to pay the expenses referred to in subsection (10), the expenses may be recovered as a debt due to the Government of Barbados before a magistrate for District ‘A’.
    7. A person who, without reasonable cause, is in default in complying with a requirement or a directive under subsection (7),
    8. or (9) or a direction under subsection (12) is liable to pay to the Registrar
      1. a penalty of $5 000; and
        Schedule – (Cont’d)
        AMENDMENTS – (Cont’d)
        Column 1
        Enactments
        5. Societies with Restricted Liability Act, Cap. 318B- (Cont’d)Column 2
        Amendments
      2. where the penalty specified in paragraph (a) is not paid on the due date, an additional penalty of $500 for every day during which the default continues, up to a maximum of
    $15 000.
    1. For the purposes of subsection (14), a person is not in default in complying with a requirement, directive or direction under this section until a period of 14 days has elapsed since notice of the requirement, directive or direction was served on him.
    2. A person who, without reasonable cause, continues to be in default in complying with a requirement, directive or a direction referred to in subsection (14) after the maximum additional penalty referred to in that subsection becomes payable, is guilty of an oﬀence and liable, on summary conviction, to a fine of $100 000 or to imprisonment for a term of 5 years or to both.
    3. Where an oﬀence under subsection
    4. is committed by a society and a manager or oﬃcer of that society knowingly authorised, permitted or acquiesced in the commission of the oﬀence, the manager or oﬃcer is also guilty of the offence and liable on summary conviction, to a fine of $100 000 or to imprisonment for a term of 5 years or to both.”.
      Schedule – (Cont’d)
      AMENDMENTS – (Cont’d)
      Column 1
      Enactments
      5. Societies with Restricted Liability Act, Cap. 318B- (Cont’d)Column 2
      Amendments
In Part V, delete section 29A and substitute the following: “Contravention of record keeping requirements29.1. A person who contravenes section 24 or 26 is guilty of an oﬀence and is liable on summary conviction to a fine of $100 000 or to imprisonment for a term of 5 years or to both.”.
Insert after Part VI, the following:
“PART VIA
SOCIETIES REQUIRING SERVICE PROVIDERSCertain societies to have service providers 38A. (1) Any society that has a grossrevenue or holds assets which exceed $1 000 000 and
1. does not hold a licence under theFinancial Institutions Act, Cap. 324A;
2. is not registered or licensed under the Financial Services Commission Act, 2020 (Act 2020-21); and
3. is not itself a service provider who holds a licence under the Corporate and Trust Service Providers Act, 2015 (Act 2015-12),
  shall have its corporate services performed by a service provider who holds a licence issued under the Corporate and Trust Service Providers Act, 2015 (Act 2015-12).
  Schedule – (Cont’d)
  AMENDMENTS – (Cont’d)
  Column 1
  Enactments
Societies with Restricted Liability Act, Cap. 318B- (Concl’d)Column 2
Amendments
1. A society that appoints a service provider shall, within 14 days of the date of the appointment, notify the Registrar of the full name and address of the service provider.
2. A society that changes its appointed service provider shall, within 28 days of the date of the appointment of the new service provider, notify the Registrar of the full name and address of the new service provider.
3. A society which fails to comply with this section is liable to pay to the Registrar a penalty of $10 for every day during which the default continues, up to a maximum of $3 000; and every manager and oﬃcer of the society who knowingly and wilfully authorises or permits the default is also liable to that penalty.
4. A notification given under subsection (2) or (3) shall be accompanied by a statutory declaration verifying the appointment of the service provider.
5. In this section, “corporate service” has the meaning assigned to it by section2 of the Corporate and Trust Service Providers Act, 2015 (Act 2015-12).”.
  Schedule – (Cont’d)
  AMENDMENTS – (Cont’d)
  Column 1
  Enactments
Trademarks Act, Cap. 319Column 2
Amendments
Insert after section 55 the following: “Extension of time55A. (1) Where the time specified in
1. section 12(2) relating to furnishing the Registrar with a copy of an earlier application; or
2. section 27(3) relating to an application for renewal of the registration of a mark,
  could not be complied with as a result of exceptional circumstances relating to a public health, national security or a natural or other disaster, the Minister may by order extend the time limit for such period as he thinks fit.
  1. An order made under this section may be given retrospective eﬀect.
  2. An extension of time granted by an order made under this section does not aﬀect the right of any party.”.
  Schedule – (Cont’d)
  AMENDMENTS – (Cont’d)
  Column 1
  Enactments
Companies Regulations, 1984 (S.I 1984 No. 29)

Column 2

Amendments

In the Third Schedule,
1. in Form 28,
  1. delete paragraph 7 and substitute the following: “7. The Directors of the Company are:
    1. Full Name:
    2. Residential address:
    3. Occupation:
    4. Holder of a prominent public oﬃce: Yes NoIf yes, state name of oﬃce:
      “; and
      Schedule – (Cont’d)
      AMENDMENTS – (Cont’d)
      Column 1
      Enactments
      7. Companies Regulations, 1984 (S.I 1984 No. 29)- (Cont’d)Column 2
      Amendments
  2. in the instructions, delete item 7 and substitute the following:
    “Item 7:
    With respect to each director, set out the first given name, initial and family name, full residential address and occupation. Also specify whether each director holds or has held a prominent public oﬃce in Barbados or elsewhere, and if so provide details of the oﬃce.”;
2. in Form 31, insert after paragraph 6, the following:

“7. (a) During the period to which this Annual Return refers did any director or beneficial owner hold a prominent public oﬃce in Barbados?

Yes No

If yes, state name of oﬃce:

Schedule – (Concl’d)

AMENDMENTS – (Concl’d)

Column 1

Enactments

7. Companies Regulations, 1984 (S.I 1984 No. 29)

– (Concl’d)

Column 2

Amendments

During the period to which this Annual Return refers did any director or beneficial owner or affiliate of such a person hold a prominent public oﬃce in any other country?
Yes No
If yes, state name of oﬃce:
“; and
in Form 35, delete paragraph 13 and substitute the following:

“13. I certify that the Company has maintained at its registered office the records pertaining to the Company including the records pertaining to beneficial ownership in accordance with sections 170 to 172 of the Companies Act.

I also certify that notification of any change in beneficial ownership was submitted to the Registrar in accordance with section 170A of the Companies Act and that all beneficial ownership information maintained at the registered oﬃce has been verified by a director.”.

Read three times and passed the House of Assembly this day of , 2021.

Speaker

Read three times and passed the Senate this day of

, 2021.

President

PARLIAMENT

SECOND SESSION OF 2018-2023

BILL

cited as the Corporate (Miscellaneous Provisions) Act, 2021

Government Printing Department

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the Barbados Government Printing Department

Gazette August 2 2021 – Part A

OBJECTS AND REASONS

BARBADOS

Short title

1.

Amendment of enactments in Schedule

Speaker

President

PARLIAMENT

SECOND SESSION OF 2018-2023

BILL

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