Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1694853947180.pdf (Antigua and Barbuda)
No.

16 of 2004.

The Companies (Amendment) Act, 2004.

1 ANTIGUA AND BARBUDA [ L.S. ]

I Assent, James B. Carlisle, Governor-General 22nd October, 2004.

ANTIGUA AND BARBUDA No.

16 of 2004 AN ACT to amend the Companies Act No.

18 of 1995.

[Published in the OfJicial Gazette Vol.

XXIV No.

79 dated the 4th November 2004 ] ENACTED by the Parliament of Antigua and Barbuda as follows - 1.

This Act may be cited as the Companies (Amendment) Shorttitle.

Act, 2004.

2.
Act, 2004.

2.

The Companies Act, in this Act referred to as the "prin- Amendmentof cipal Act" is amended in section 66, by the renumbering of subsection (2) as subsection (4) and by the insertion after subsection (1) of the folowing - subsecti0n(2)0f section 66.

"(2) No individual who has sewed as a director of a public company for six consecutive years shall be quali- fied for re-election as a director for that company unless two years have elapsed after he last sewed".
(3) Any person who, at the commencement of this Act, is serving as a director of a public company but would, for the purposes of subsection (2), be disqualified, shall continue to serve as director until his term of office expires.

ANTIGUA 2 AND BARBUDA The Companies (Amendment) Act, 2004.

No.

16 of 2004.

Amendment of section 1 1 I.

3.


Section 11 1 of the principal Act is amended by the repeal of subsection (1) and the substitution of the following - "(I) Notice of the time and place of a meeting of shareholders and the minutes of the last meeting shall be sent not less than seven days before the meeting - (a) to each shareholder entitled to vote at the meeting; (b) to each director; and (c) to the auditor of the company".

Amendment of section 112.

4.


Section 112 of the principal Act is amended by the repeal of paragraphs (a) - 0 and the strbstitution of the following - (a) the confirmation of Minutes; (b) (c) (d) (e) the matters arising out of Minutes; the consideration of financial statements; the directors' report, if any; the auditor's report, if any; @ the sanction of dividends; (g) the election of directors; and (h) the appointment of an auditor.

Insertion of section 195A.

5.


The principal Act is amended by the insertion immedi- ately after section 195 the following - "Share transfer to beregisteTedand stamped to be valid.

195A.

(1) No transfer of stock or shares of a company shall be valid unless the instru- ment of transfer is presented in duplicate to the Registrar of Companies and a copy thereof is registered by him in the Companies regis- try.

(2) The Registrar of Companies shall not register any transfer until he is satisfied No.
16 of 2004.

The Companies (Amendment) Act, 2004.

3 ANTIGUA AND BARBUDA that the stamp duty payable in respect thereof has been duly paid.
(3) The stamp duty payable to the Com- missioner of Inland Revenue on transfer of stock or shares shall be calculated at the rate of seven and one half percent of the market value of the shares or net asset ofthe company whichever is higher (4) The vendor of the stock or shares shall pay five percent and the purchaser shall pay two and one half percent of the stamp duty payable under subclause (3).

(5) The Schedule to the Stamp Act shall Cap.410.


not apply in respect of the stamp duty payable on transfer of stock or shares of any company incorporated under the Compa- No.

18 of 1995. nies Act.

6.

Section 457 of the principal Act is amended by .the repeal Amendment of of subsection (1) and the substitution of the following - section 457.
(a) (b) (c) any amount owing to an employee as severance pay; all taxes, rates, charges, assessment or imposi- tions, whether imposed or made by the Govern- ment or by any public authority under the provi- sions of any Act, and having become due and unpayable within twelve months next before the relevant date; all wages or salary (whether or not earned wholly or in part by way of commission or for time or piece work) of any employee, not being a direc- tor, in respect of services rendered to the com- pany during four months next before the relevant date.
4 ANTIGUA AND BARBUDA The Companies (Amendment) Act, 2004.

No.

16 of 2004.

Passed the House of Rep'resentatives this Passed the Senate this 7th day 23rd day of September, 2004. of October, 2004.

D. Giselle Isaac-Arrindel, Speaker.

Edmond A. Mansoor, President.

Y. Henry, Acting Clerk to the House ofRepresentatives.

Y. Henry, Acting Clerk to the Senate.

Printed at the Government Printing Office, Antigua and Barbuda, by Walter A. Massiah, Government Printer - By Authority, 2004.
800-1 1.04 [ Price $2.25 ]