Companies Act (Cap. 386)

Inhalt

1. Art. 1 Short title.
2. PART I - PRELIMINARY PROVISIONS
3. Art. 2 Interpretation.
4. Art. 3 Referencesinother Acts.
5. Art. 3A Transposition and implementation of EU instruments.
6. PART II - GENERAL PROVISIONS
7. Art. 4 Formation of commercial partnerships and different kinds of commercial partnerships.
8. Art. 5 Law governing commercial partnerships.
9. Art. 6 Indication of particulars in business letters, order forms, websites etc.
10. PART III - PARTNERSHIP
11. Art. 7 Definition.
12. Art. 7A When none of the partners is an individual or a body corporate which has its obligations guaranteed by the unlimitedandjoint and several liability of one or more of its members.
13. Art. 8 Agreement to pay share of profits.
14. Art. 9 Partnership name.
15. Art. 10 Penalties.
16. Art. 11 Contributions deemed tobe made in ownership.
17. Art. 12 Contribution of a debt owing to a partner.
18. Art. 13 How a partnership is constituted.
19. Art. 14 Contentsofdeedof partnership.
20. Art. 15 Registration of deed of partnership.
21. Art. 16 Duty of Registrar and effects of registration.
22. Art. 17 Where certificate of registration is not issued.
23. Art. 18 Person holding himself out to be a partner.
24. Art. 19 Changes in deed of partnership.
25. Art. 20 Where alteration consists in change of partnership- name.
26. Art. 21 Reduction in contribution of a partner and dissolution of a partnership before period fixed for its duration.
27. Art. 22 Right of creditors of a partner to oppose extension of duration of a partnership.
28. Art. 23 Duties of Registrar of Courts.
29. Art. 24 How deed of partnership may be altered..
30. Art. 25 Administrationand representation of partnership and how partnership may be bound.
31. Art. 26 Keeping of accounting records. Cap. 13.
32. Art. 27 New partners.
33. Art. 28 Distribution of profits.
34. Art. 29 Rights of creditors of a partner.
35. Art. 30 Partner may not compete with partnership.
36. Art. 31 Death of a partner.
37. Art. 32 Expulsion of a partner.
38. Art. 33 Discontinuation of membership.
39. Art. 34 Rights of persons ceasing to be partners.
40. Art. 35 Dissolution of partnerships en nom collectif.
41. Art. 36 Notice of dissolution.
42. Art. 37 How a partnership en nom collectif may be wound up.
43. Art. 38 Power to remove liquidator.
44. Art. 39 Remuneration of liquidator.
45. Art. 40 Costs of winding up payable in priority to all other claims.
46. Art. 41 Penalty.
47. Art. 42 Powers until provision is made for winding up.
48. Art. 43 Duties of partners vested with administration.
49. Art. 44 Powers of liquidators.
50. Art. 45 Liquidator not to distribute assets before paying debts.
51. Art. 46 Duty of liquidator to give information, to render account and prepare scheme of distribution.
52. Art. 47 Rules applicable to distribution of assets.
53. Art. 48 Approval of accounts and scheme of distribution.
54. Art. 49 Strikingofnameof partnership off register.
55. Art. 50 Preservation of accounting records and documents after dissolution.
56. PART IV - PARTNERSHIP EN COMMANDITE
57. Art. 51 Definition.
58. Art. 51A When none of the general partners is an individual or body corporate which has its obligations guaranteed by the unlimited and joint and several liability of one or more of its members.
59. Art. 52 Applicability of provisions governing partnerships en nom collectif.
60. Art. 53 Partnership-name.
61. Art. 54 Contribution of limited partner not to include personal services.
62. Art. 55 Contentsofdeedof partnership.
63. Art. 56 Rights and duties of partners.
64. Art. 57 Administrationand representation.
65. Art. 58 Appointment of partners to administer and represent partnerships en or commandite limited partnership.
66. Art. 59 Limited partner cannot take part in management of partnership en or commandite limited partnership.
67. Art. 60 Communication of yearly accounts to limited partners.
68. Art. 61 Non-applicability of certain articles to limited partners.
69. Art. 62 Limitedpartnernot bound to restore profits received in good faith.
70. Art. 63 Assignment of interest by limited partner and rights of limited partners.
71. Art. 64 Death or expulsion of limited partner.
72. Art. 65 Dissolution of partnership en commandite or limited partnership.
73. Art. 66 Division of capital into shares.
74. Art. 66A Partnership en or commandite limited partnership.
75. TITLE I - FORMATION AND FUNCTIONING OF
76. Art. 67 Definition.
77. Art. 68 How a company is constituted.
78. Art. 69 Contents of memorandum.
79. Art. 70 Name of company.
80. Art. 71 Objects of company.
81. Art. 72 Minimum share capital.
82. Art. 73 Consideration for acquisition of shares.
83. Art. 74 Transfer to company of non- cash asset in first two years.
84. Art. 75 Articles of association.
85. Art. 76 Registration of memorandum and articles.
86. Art. 77 Duty of Registrar and effects of registration.
87. Art. 78 Where certificate of registration is not issued.
88. Art. 79 Alterations and additions to memorandum and articles.
89. Art. 80 Change of name of company.
90. Art. 81 Alteration in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent.
91. Art. 82 Authentication of documents.
92. Art. 83 Reduction of issued share capital.
93. Art. 84 Investment companies with variable share capital.
94. Art. 84A Power to make regulations regarding cell companies.
95. Art. 84B Application of article 84(10)(c) to collective investment schemes.
96. Art. 84C Ministermaymake regulationsrelating to securitisation vehicles.
97. Art. 84D Ministermaymake regulationsrelating to formation, etc., ofincorporatedcell companies and cells.
98. Art. 84E Power to make regulations regarding cell companies carrying on or engaged in shipping or aviation business.
99. Art. 85 Increase in issued share capital and directors’authority to issue shares.
100. Art. 86 Amountpaidupon allotment of shares in a public company.
101. Art. 87 Amountpaidupon allotment of shares in a private company.
102. Art. 88 Offering of shares on a pre-emptive basis on issue.
103. Art. 89 Issue of applications for shares in or debentures of a public company to be made with a prospectus.
104. Art. 90 Dating of prospectus and matters to be stated therein.
105. Art. 91 Penalty.
106. Art. 92 Prospectus including a statement by experts.
107. Art. 93 Registration of prospectus.
108. Art. 94 Civil liability for misstatements in prospectus.
109. Art. 95 Document containing offer of shares or debentures for sale to be deemed prospectus.
110. Art. 96 Interpretation of provisions relating to prospectus.
111. Art. 96A Offer of securities to the public in third countries.
112. Art. 97 No allotment unless minimum subscription received.
113. Art. 98 Effect of irregular allotment.
114. Art. 99 Time of the opening of the subscription lists.
115. Art. 100 Revocability of application for shares or debentures.
116. Art. 101 Allotment of shares, etc., to be dealt in on stock exchange.
117. Art. 102 Operationofarticle 101 where prospectus offers shares for sale.
118. Art. 103 Return as to allotments.
119. Art. 104 Duty of directors on serious loss of capital.
120. Art. 105 Company may not subscribe for its own shares.
121. Art. 106 Conditions in which a company may acquire its own shares.
122. Art. 107 Acquisitionofown shares by a company without application of article 106.
123. Art. 108 Shares acquired or held in contravention of articles 106 and 107.
124. Art. 109 Conditions for acquisition by a company of its own shares where permitted by law.
125. Art. 110 Undertaking may notsubscribeforor acquire shares in its parent company or provide financialassistance forthepurchaseof, or subscription for, its own or its parent company’s shares.
126. Art. 111 Effect of acceptance of a company’s own shares as security.
127. Art. 112 Forfeiture or surrender of shares.
128. Art. 113 Conditions for payment of commissions, discounts, etc.
129. Art. 114 Application of premium received on issue of shares.
130. Art. 114A Group reconstruction relief.
131. Art. 114B Takeover relief.
132. Art. 114C Relief may be reflected in company’s balance sheet.
133. Art. 114D Power to make further provisions by regulations.
134. Art. 115 Redeemable preference shares.
135. Art. 116 Rights of holders of special classes of shares and changes or variations thereof.
136. Art. 117 Numbering of shares.
137. Art. 117A Usufructuary of shares.
138. Art. 118 Transfer of shares or debentures.
139. Art. 119 Registration of transfer or transmission of shares or debentures.
140. Art. 120 Issue of certificates.
141. Art. 121 Prohibition of share warrants.
142. Art. 121A Transitory provisions.
143. Art. 122 Pledging of securities.
144. Art. 123 Register of members.
145. Art. 124 Register of debentures.
146. Art. 125 Inspection of registers.
147. Art. 126 Power to close registers.
148. Art. 126A Proper keeping of register in certain instances.
149. Art. 127 Trustees and nominees.
150. Art. 127A Shares in companies held by private foundations, including those with segregated cells.
151. Art. 128 Holding of annual general meeting.
152. Art. 129 Convening of extraordinary general meeting on requisition.
153. Art. 130 Length of notice for calling general meetings.
154. Art. 131 General provisions as to meetings and votes.
155. Art. 132 Powers of court to order meeting.
156. Art. 133 Proxies.
157. Art. 134 Right to demand a poll.
158. Art. 135 Extraordinary and ordinary resolutions.
159. Art. 136 Power of company to borrow money, hypothecate or charge its undertaking, etc.
160. Art. 136A General duties of directors.
161. Art. 137 Directors.
162. Art. 138 Company secretary.
163. Art. 139 Appointment of directors.
164. Art. 140 Removal of directors and casual vacancies.
165. Art. 141 Representation of the company.
166. Art. 142 Disqualification for appointment as director or company secretary.
167. Art. 143 Directors competing with company.
168. Art. 144 Prohibition of loans, etc. to directors.
169. Art. 145 Duty of director to disclose interest in a contract with company.
170. Art. 146 Return as to changes among directors,company secretary and in representation of company.
171. Art. 147 Joint and several liability of directorsforbreach of duty.
172. Art. 148 Provisions as to liability of officers and auditors.
173. Art. 149 Minutes of proceedings.
174. Art. 150 General duty of officers of a company.
175. Art. 151 Appointment of auditors.
176. Art. 151A Duration of the audit engagement of public-interest entities.
177. Art. 152 Filling of casual vacancies.
178. Art. 153 Rules on auditor independence and professional ethics.
179. Art. 154 Right to information.
180. Art. 155 Right to attend company meetings.
181. Art. 156 Remuneration of auditors.
182. Art. 157 Removal of auditors.
183. Art. 158 Rights of auditors who are removed or not re- appointed.
184. Art. 159 Resignation of auditor.
185. Art. 160 Rights of resigning auditor.
186. Art. 161 Statement by person ceasing to hold office as auditor.
187. Art. 162 Failure to comply with article 161.
188. Art. 163 Keeping of accounting records.
189. Art. 164 Accounting reference period and accounting reference date.
190. Art. 165 Alteration of accounting reference period.
191. Art. 166 Consequence of givingnoticeunder article 165.
192. Art. 167 General provisions as to content and form of individual accounts.
193. Art. 168 Annualaccountsof certain types of undertakings.
194. Art. 169 Accounts of investment company with variable capital.
195. Art. 170 Duty to prepare consolidated accounts.
196. Art. 171 Form and content of consolidated accounts.
197. Art. 172 Responsibility and liability for drawing up and publishing the financial statements and the directors’ report.
198. Art. 173 Consolidated accounts - size exemption.
199. Art. 174 Exemption for parent companies included in accounts of larger groups.
200. Art. 175 Disclosure required innotes accounts.
201. Art. 176 Approval and signing of annual accounts.
202. Art. 177 Contents of the directors’ report.
203. Art. 178 Approval and signing of directors’ report.
204. Art. 179 Auditors’ report.
205. Art. 179A Audit reporting.
206. Art. 179B Audit report.
207. Art. 180 Persons to whom a copy of the accounts of a company are to be sent.
208. Art. 181 Directors to lay accountsbeforethe general meeting.
209. Art. 182 Period for laying and approval of accounts.
210. Art. 183 Copies of accounts to be provided to Registrar.
211. Art. 184 Annual return.
212. Art. 185 Exemptions for certain small companies.
213. Art. 186 Share capital in any convertible currency.
214. Art. 187 Accounts in any convertible currency.
215. Art. 188 Power of Minister to make regulationsaltering accounting requirements.
216. Art. 189 Consequential provisions to article 188.
217. Art. 190 Court order to make good failure to lay or deliver accounts.
218. Art. 191 Application to other commercial partnerships.
219. Art. 192 Certain distributions prohibited.
220. Art. 193 Distributions by companies.
221. Art. 194 Other distributions by investment companies with fixed share capital.
222. Art. 195 Extensionofarticle 194 to other companies.
223. Art. 196 Treatment of development costs.
224. Art. 197 Distribution to be justified by reference to company’s accounts.
225. Art. 198 Requirements for last annual accounts.
226. Art. 199 Requirements for interim accounts.
227. Art. 200 Requirements for initial accounts.
228. Art. 201 Method of applying article 197 to successive distributions.
229. Art. 202 Treatmentofassets in the relevant accounts.
230. Art. 203 Distributions in kind.
231. Art. 204 Consequence of unlawful distribution.
232. Art. 205 Obligations imposedapartfrom article 204 not to be prejudiced.
233. Art. 206 Saving for provision in articles operative before 1st January, 1995.
234. Art. 207 Interpretations for thepurposesofthis Chapter.
235. Art. 208 Saving for other restraints on distribution.
236. Art. 209 Definition.
237. Art. 210 Resolutions in writing.
238. Art. 211 Exempt company.
239. Art. 212 Single member companies.
240. Art. 213 Changeof statusof company.
241. Art. 213A Undertakings required to report on payments to governments.
242. Art. 213B Undertakings and branches that are required to report on income tax information.
243. Art. 213C Responsibility for drawing up, publishing and making accessible the report on income tax information.
244. Art. 213D Statement by statutory auditor.
245. TITLE II - DISSOLUTION AND CONSEQUENTIAL
246. Art. 214 Causes of dissolution and consequential winding up.
247. Art. 214A Simplified dissolution procedure.
248. Art. 215 Meaning of "contributory".
249. Art. 216 Liability as contributories of present and past members.
250. Art. 217 Liability of past directors and shareholders.
251. Art. 218 Dissolution and winding up application.
252. Art. 219 Powers of the court.
253. Art. 220 Power to stay proceedings against company.
254. Art. 221 Dispositions of property etc., after date of deemed dissolution.
255. Art. 222 Warrants not to be carried into effect against company.
256. Art. 223 Deemed date of dissolution.
257. Art. 224 Consequences of a winding up order.
258. Art. 225 Official receiver.
259. Art. 226 Statement of company’s affairs to be submitted to official receiver.
260. Art. 227 Report by official receiver.
261. Art. 228 Appointment and powers of provisional administrator.
262. Art. 229 Functions of official receiver in relation to office of liquidator.
263. Art. 230 Choice of liquidator at meetings of creditors and contributories.
264. Art. 231 Meetings of creditors and contributories.
265. Art. 232 Creditors entitled to vote.
266. Art. 233 Notice of first meeting to officers of company.
267. Art. 234 Summary of statement of affairs.
268. Art. 235 Where person other than the official receiver is appointed liquidator.
269. Art. 236 General provisions as to liquidators.
270. Art. 237 Custody and control of company’s property.
271. Art. 238 Powers of liquidator.
272. Art. 239 Exercise and control of liquidator’s powers.
273. Art. 240 Books to be kept by liquidator.
274. Art. 241 Payments of liquidator into bank.
275. Art. 242 Audit of liquidator’s accounts.
276. Art. 243 Control over liquidators.
277. Art. 244 Release of liquidator from his appointment.
278. Art. 245 Determination whethercommittee is to be appointed.
279. Art. 246 Constitution and proceedings of liquidation committee.
280. Art. 247 Powers of official receiver where there is no committee.
281. Art. 248 Power to stay winding up.
282. Art. 249 Settlement of list of contributories and application of assets.
283. Art. 250 Delivery of property to liquidator.
284. Art. 251 Debts due by contributory and extent of set-off.
285. Art. 252 Power to make calls.
286. Art. 253 Order of court to be conclusive evidence.
287. Art. 254 Appointment of special manager.
288. Art. 255 Fixing of time for proofs of debt.
289. Art. 256 Adjustments of rights of contributories.
290. Art. 257 Inspection of books of company.
291. Art. 258 Payments of costs of winding up out of assets.
292. Art. 259 Summoning of persons suspected of having property of the company, etc.
293. Art. 260 Power to order examination of promoters and officers.
294. Art. 261 Power to arrest absconding contributory.
295. Art. 262 Powers of court cumulative.
296. Art. 263 Liquidator may exercise certain powers of court.
297. Art. 264 Strikingofnameof the company off the register.
298. Art. 265 Notice of resolution for dissolution and consequential voluntary winding up.
299. Art. 266 Date of dissolution in a voluntary winding up.
300. Art. 267 Effects of voluntary winding up.
301. Art. 268 Declaration of solvency.
302. Art. 269 Provisions applicable to a member’s voluntary winding up.
303. Art. 270 Appointment, remuneration and removal of liquidators.
304. Art. 271 Vacancy in office of liquidator.
305. Art. 272 Duty of liquidator in case of insolvency.
306. Art. 273 Liquidator to hold general meeting where winding up continues for more than twelve months.
307. Art. 274 Final meeting.
308. Art. 275 Strikingcompany’s name off the register.
309. Art. 276 Alternative provisions in case of insolvency.
310. Art. 277 Provisions applicable to creditors’ voluntary winding up.
311. Art. 278 Meeting of creditors.
312. Art. 279 Appointment and removal of liquidator.
313. Art. 280 Liquidation committee.
314. Art. 281 Remuneration of liquidator.
315. Art. 282 Vacancy in office of liquidator.
316. Art. 283 Liquidator to hold meeting of company and creditors where winding up continues for more than twelve months.
317. Art. 284 Final meetings.
318. Art. 285 Strikingcompany’s name off the register.
319. Art. 286 Provisions applicable to every voluntary winding up.
320. Art. 287 Distribution of property of company.
321. Art. 288 Powers and duties of liquidator.
322. Art. 289 Powersofthecourt to remove liquidators.
323. Art. 290 Notice by liquidator of his appointment.
324. Art. 291 When arrangement is binding on members.
325. Art. 292 Court may determine questions and exercise powers.
326. Art. 293 Costs of voluntary winding up.
327. Art. 294 Savings for rights of creditors and contributories.
328. Art. 295 Powersofdirectors and company secretary to cease.
329. Art. 296 Summoning of meetings.
330. Art. 297 Proof of notice and chairman of meeting.
331. Art. 298 Resolutions of creditors and contributories.
332. Art. 299 Other proceedings at meetings.
333. Art. 300 Notice of resignation or removal of liquidator.
334. Art. 300A Rectification of scheme of distribution.
335. Art. 300B Restoration of company name on register.
336. Art. 301 Debts of all descriptions may be proved.
337. Art. 302 Application of rules on ranking.
338. Art. 303 Fraudulent preference.
339. Art. 304 Liabilities and rights with respect to fraudulent preferences.
340. Art. 305 Qualification of liquidators.
341. Art. 306 Prohibition of certain transfers by liquidators.
342. Art. 307 Fraud in anticipation of dissolution.
343. Art. 308 Fraud by officers ofcompaniesbeing wound up.
344. Art. 309 Other offences by officers of companies being wound up.
345. Art. 310 Defence to a charge under article 309.
346. Art. 311 Fraud by contributory.
347. Art. 312 Remedy against delinquent directors, liquidators, etc.
348. Art. 313 Fraud by officers of companies subsequently dissolved.
349. Art. 314 Liability when proper accounting records are not kept by insolvent company.
350. Art. 315 Responsibility for fraudulent trading.
351. Art. 316 Wrongful trading.
352. Art. 317 Restriction on reuse of company names.
353. Art. 318 Reference by court for prosecution of delinquentofficers, etc.
354. Art. 319 Report by liquidator for prosecution of delinquentofficers, etc.
355. Art. 320 Disqualification orders.
356. Art. 321 Other remedies.
357. Art. 322 Statement by liquidator in respect of pending winding up.
358. Art. 323 Supplementary powers of the court.
359. Art. 324 Publication of striking off and disposal of accounting records of company.
360. Art. 325 Defunct companies.
361. Art. 326 Relationship with enactments on bankruptcy. Cap. 13.
362. PART VI - COMPANY RECONSTRUCTIONS
363. Art. 327 Power of company to compromise with creditors and members.
364. Art. 328 Information as to compromise to be circulated.
365. Art. 329 Provisions for facilitating company reconstruction or amalgamation.
366. Art. 329A Duties of directors where company unable to pay debts.
367. Art. 329B Company recovery procedure.
368. PART VII - CONVERSION OF COMMERCIAL
369. Art. 330 Requirements for conversion of commercial partnerships.
370. Art. 331 Registration of the conversion of commercial partnerships.
371. Art. 332 Where commercial partnership ceases to exist on conversion.
372. Art. 333 Partners with unlimited liability to remain bound unless creditors consent to conversion.
373. Art. 334 Rights of creditors to oppose conversion.
374. Art. 335 Commercial partnership formed succeeds commercial partnershipceasing to exist.
375. TITLE I - AMALGAMATION OF PARTNERSHIPS
376. Art. 336 Application of articles 337 to 342.
377. Art. 337 Requirements for amalgamation of commercial partnerships.
378. Art. 338 Registration of the amalgamation of commercial partnerships.
379. Art. 339 Where a commercial partnership ceases or partnerships cease to exist on amalgamation.
380. Art. 340 Partners with unlimited liability to remain bound unless creditors consent to amalgamation.
381. Art. 341 Right of creditors to oppose amalgamation.
382. Art. 342 Acquiring or new commercial partnership succeeds commercial partnershipceasing to exist.
383. TITLE II - AMALGAMATION OF COMPANIES
384. Art. 343 Amalgamation in the form of a "merger by formation of a new company" or "merger by acquisition".
385. Art. 344 Draft terms of merger.
386. Art. 345 Approval by extraordinary resolution of amalgamation.
387. Art. 346 Drawing up of detailed written report on draft terms of merger by directors.
388. Art. 347 Non applicability of article 73(4), (5) and (6) in certain cases of amalgamation.
389. Art. 348 Written report to shareholders to be drawn up by one or more experts.
390. Art. 349 Documents which shareholders of amalgamating companies are entitled to inspect.
391. Art. 350 Registration of the amalgamation of companies.
392. Art. 351 Rights of creditors to oppose amalgamation.
393. Art. 352 Protection of holders of securities in an amalgamation.
394. Art. 353 Duties of Registrar in respect of amalgamations.
395. Art. 354 Consequences of amalgamation.
396. Art. 355 Liability of director or expert for misconduct.
397. Art. 356 Appeal from decision of the Registrar.
398. Art. 357 Application of articles 344 to 356 to merger by formation of a new company.
399. Art. 358 Acquisition of one company by another which holds all its shares.
400. Art. 359 Acquisition of one company by another which holds 90% or more, but not all, of its voting shares.
401. PART IX - DIVISION OF COMPANIES
402. Art. 360 Division of a company by acquisition or by formation of new companies.
403. Art. 361 Draft terms of division.
404. Art. 362 Approval by extraordinary resolution of division.
405. Art. 363 Drawing up of detailed written report on draft terms of division by directors.
406. Art. 364 Written report to shareholders to be drawn up by one or more experts.
407. Art. 365 Documents which shareholders of companies involved in a division are entitled to inspect.
408. Art. 366 Non-applicability of certain provisions where shareholders involved in a division are in agreement.
409. Art. 367 Delivery of extraordinary resolutionsrelating to division to Registrar for registration.
410. Art. 368 Rights of creditors to oppose division.
411. Art. 369 Protection of holders of securities in a division.
412. Art. 370 Duties of Registrar in respect of a division.
413. Art. 371 Consequences of division.
414. Art. 372 Liability of director or expert for wilful or negligent misconduct.
415. Art. 373 Appeal from decisions of Registrar.
416. Art. 374 Application of preceding articles of this Part to division by formation of new companies.
417. Art. 374A Division by a combination of division by acquisition and division by formation of new companies.
418. Art. 375 Application to court to supervise division and powersof the court in relation thereto.
419. PART X - ASSOCIATION EN PARTICIPATION
420. Art. 376 Definition.
421. Art. 377 Consent of associates required for admission of other associates.
422. Art. 378 Relationsofparties vis-à-vis third parties and among themselves.
423. Art. 379 Only associating party acquires rights and assumes obligations.
424. Art. 380 Rights of associating party and of associates.
425. Art. 381 Liability of associate.
426. Art. 382 Agreements allowed between parties.
427. Art. 383 Formalities required for association en participation.
428. PART XI - BODIES CORPORATE CONSTITUTED OUTSIDE
429. Art. 384 Application of articles 385 to 389.
430. Art. 386 Return to be delivered by oversea company where documents, etc., altered.
431. Art. 387 Accounts of oversea company.
432. Art. 388 Other obligations of oversea company.
433. Art. 389 Penalties.
434. Art. 390 Application of articles 391 to 399.
435. Art. 391 Prospectus of oversea company.
436. Art. 392 Attempted evasion of article 391 to be void.
437. Art. 393 Prospectus containing statement by expert.
438. Art. 394 Restrictions on allotment to be secured in prospectus.
439. Art. 395 Certificate exempting from compliance with Part B of the Second Schedule.
440. Art. 396 Registration of oversea prospectus before issue.
441. Art. 397 Consequences of non-compliance with articles 391 396.
442. Art. 398 Supplementary.
443. Art. 399 Affairs in Malta of an oversea company may be wound up by the court.
444. Art. 399A Closure by oversea company of its branch or place of business in Malta.
445. PART XII - GENERAL
446. Art. 400 Power of Minister to appoint Registrar.
447. Art. 401 Additional duties of Registrar.
448. Art. 402 Protection of shareholders against unfair prejudice.
449. Art. 403 Investigation of commercial partnerships and oversea companies.
450. Art. 404 Investigation of a company on its own application or that of its members.
451. Art. 405 Other company investigations.
452. Art. 406 Inspectors’ powers during investigation.
453. Art. 407 Production of documents and evidence to inspectors.
454. Art. 408 Power of inspector to call for directors’ bank accounts.
455. Art. 409 Obstruction of inspectors during investigation of company’s affairs.
456. Art. 410 Inspectors’ reports.
457. Art. 411 Power to bring civil proceedings on company’s behalf.
458. Art. 412 Expenses of investigating a company’s affairs.
459. Art. 413 Inspectors’ report to be admissible as evidence.
460. Art. 414 Power to investigate company ownership.
461. Art. 415 Provisions applicable on investigationunder article 414.
462. Art. 416 Power to obtain information as to those interested in shares, etc.
463. Art. 417 Power to impose restrictions on shares or debentures.
464. Art. 418 Registrar’s powers to require production of documents.
465. Art. 419 Entryandsearchof premises.
466. Art. 420 Provision for security of information obtained.
467. Art. 421 Punishment for destroying, mutilating, etc., company documents.
468. Art. 422 Punishment for furnishing false information.
469. Art. 423 Privileged information. Cap. 12. Cap. 377.
470. Art. 424 Right to inspect and obtain copies of documents, etc., kept by Registrar.
471. Art. 425 Power to make regulations.
472. Art. 426 Breach of regulations.
473. Art. 427 Administrative penaltiesunderthis Act.
474. PART XIII - TRANSITIONAL AND FINAL PROVISIONS
475. Art. 428 Transitional provisions.
476. Art. 429 Transitional provisions as to winding up of commercial partnerships. Cap. 13.
477. Art. 430 Periods for the exercise of rights.
478. Art. 431 Savings.