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(1) When, on the application of the Director, it is made to appear to the court that a person is unfit to be concerned in the management of a corporation, the court may order that, without the prior leave of the court, he may not be a director of the corporation or, in any way, directly or indirectly, be concerned with the management of the cor- poration for such period (a) beginning (i) with the date of the order, or (ii) if the person is undergoing, or is to undergo, a term of imprisonment and the court so directs, with the date on which he completes that term of imprisonment or is otherwise released from prison, and (6) not exceeding five years, as may be specified in the order. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(2) In determining whether or not to make an order under subsection (I), the court must have regards to all the circumstances that it considers relevant including any previous convictions of the person in Antigua and Barbuda or elsewhere for an offence involving fraud or dishonesty or in connection with the promotion, formation or manage- ment of any body corporate.
LAWS OF ANTIGUA AND BARBUDA International Business Corporations (CAP. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
222 43 (3) Before making an application under this section in relation to any person, the Director must give that person not less than ten days notice of the Director's intention to make the application. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(4) O n the hearing of an application made by the Direc- tor under this section or an application for leave under this section to be concerned with the management of a corpora- tion, the Director and any person concerned with the application may appear and call attention to any matters that are relevant, and may give evidence, call witnesses and be represented by counsel. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(5) When a person is disqualified under this section from being a director of a corporation, he may not, during that period of disqualification, be a director of any corporation.
66.
Unless the articles of a corporation otherwise NO qualification required.
provide, a director of the corporation need not hold shares issued by the corporation.
67.
(1) T h e shareholders of a corporation must, at Election of directors. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
the first meeting of the corporation and at each following annual meeting at which an election of directors is required, elect directors to hold office for a term expiring not later than the close of the third annual meeting of the shareholders of the corporation following the election.
(2) It is not necessary that all the directors of a cor- poration elected at a meeting of shareholders hold office for the same term. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(3) A director who is not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of shareholders following his election.
(4) Notwithstanding subsection (2) of section 65 or subsections (1) and (3) of this section, if directors are not elected at a meeting of shareholders, the incumbent direc- tors continue in office until their successors are elected. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(5) If a meeting of shareholders fails, by reason of the disqualification, incapacity or death of any candidates, to elect the number or the minimum number of directors 44 CAP.
222) International Business Corporations LAWS OF ANTIGUA AND BARBUDA required by the articles of the corporation, the directors elected at that meeting may exercise all the powers of the directors as if the number of directors so elected constituted a quorum. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
( 6 ) The articles of a corporation or an unanimous shareholder agreement may, for terms expiring not later than the close of the third annual meeting of the shareholders following the election, provide for the election or appoint- ment of directors by the creditors or officers of the corpora- tion or by any classes of those creditors or officers. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
( 7 ) The corporation must send in the prescribed form to the Director a notice of the names of the directors after each election or appointment of directors of the corporation.
Termination of office.
68.
A director of a corporation ceases to hold office when ( a ) he dies, resigns or is dissolved, ( 6 ) he is removed in accordance with section 7 0 ; or (c) he becomes disqualified under section 65 or 66.
Resignation of director.
69. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Resignation of director.
69.
T h e resignation of a director of a corporation becomes effective at the time his written resignation is sent to the corporation or at the time specified in the resigna- tion, whichever is later.
Removal of director.
70.
(1) The shareholders of a corporation may, by ordinary resolution at a special meeting, remove any direc- tors from office. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(2) Where the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series of shares.
(3) A vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the direc- tor is removed or, if the vacancy is not so filled, it may be filled pursuant to section 7 2 . | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
LAWS OF ANTIGUA AND BARBUDA International Business Corporations ( C A P .
222 45 71.
(1) A director of a corporation is entitled to Right to notice.
receive notice of, and to attend and be heard at, every meeting of shareholders. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(2) A director (a) who resigns, (6) who receives a notice or otherwise learns of a meeting of shareholders called for the purpose of remov- ing him from office, or (c) who receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill the office of director, whether because of his resignation or removal or because his term of office has expired or is about to expire, may submit to the corporation a written statement giving the reasons for his resignation or the reasons why he opposes any proposed action or resolution. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(3) The corporation shall forthwith send a copy of the statement referred to in subsection (2) to the Director and to every shareholder entitled to receive notice of any meeting referred to in subsection (1).
(4) No corporation or person acting on its behalf incurs any liability by reason only of circulating a director's state- ment in compliance with subsection (3).
72. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
72.
(1) Subject to subsections (3) and (4), a quorum Filling of directors of a corporation may fill a vacancy among the directors of the corporation, except a vacancy resulting from an increase in the number or minimum number of directors or from a failure to elect the number or minimum number of directors required by the articles of the corporation. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(2) If there is no quorum of directors, or if there has been a failure to elect the number or minimum number of directors required by the articles, the directors then in office must forthwith call a special meeting of shareholders to fill the vacancy; and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder.
46 CAP. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
222) International Business Corporations LAWS OF ANTIGUA AND BARBUDA (3) Where the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors and a vacancy occurs among those directors, ( a ) then, subject to subsection (4), the remaining directors elected by that class or series may fill the vacancy except a vacancy resulting from an increase in the number or minimum number of directors for that class or series or from a failure to elect the number or minimum number of directors for that class or series, or \ , ( b ) if there are no such remaining directors. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
any , holder of shares of that class or series may call a meeting of the holders thereof for the purpose of filling the vacancy , - (4) The articles of a corporation may provide that a vacancy among the directors be filled only (a) by a vote of the shareholders, or ( b ) by a vote of the holders of any class or series of shares having an exclusive right to elect one or more directors, if the vacancy occurs among the directors elected by that class or series. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(5) A director appointed or elected to fill a vacancy holds office for the unexpired term of his predecessor.
Numbers changed.
73.
The shareholders of a corporation may amend the articles of the corporation to increase or to decrease the number of directors, or the minimum or maximum number of directors; but no decrease shortens the term of an incum- bent director.
Notice of change.
74. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Notice of change.
74.
( 1 ) Within fifteen days after a change is made among its directors, a corporation must send to the Director a notice in the prescribed form setting out the change; and the Director must file the notice.
(2) Any interested person, or the Director, may apply to the court for an order to require a corporation to comply with subsection ( 1 ) ; and the court may so order and make any further order it thinks fit.
LAWS OF ANTIGUA AND BARBUDA International Business Corporations (CAP. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
222 47 75.
( 1 ) The directors of a corporation shall hold the F;;;;;: annual meeting of directors within Antigua and Barbuda and unless otherwise provided in the articles or by-laws, any other meeting of directors may be held at any place upon such notice as the by-laws require. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(2) Subject to the articles or by-laws, a majority of the number of directors or minimum number of directors required by the articles constitutes a quorum at any meeting of directors; and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.
76. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
76.
(1) A notice of a meeting of the directors of a :?&.and corporation must specify any matter referred to in subsec- tion (2) of section 80 that is to be dealt with at the meeting; but, unless the by-laws of the corporation otherwise provide, the notice need not specify the purpose of or the business to be transacted at the meeting. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(2) A director may, in any manner, waive a notice of a meeting of directors; and attendance of a director at a meeting of directors is a waiver of notice of the meeting by the director except when he attends the meeting for the ex- press purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
77.
Notice of an adjourned meeting of directors need ::$;;;;* not be given if the time and place of the adjourned meeting is announced at the original meeting. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
78.
Where a corporation has only one director; that :,";=?
director may constitute a meeting.
79.
(1) Subject to the by-laws of a corporation, a ;;:;;:;;;on.
director may, if all the directors of the corporation consent, participate in a meeting of directors of the corporation or of a committee of the directors by means of such telephone or other communication facilities as permit all persons par- ticipating in the meeting to hear each other. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Such a meeting will be deemed to have been held within Antigua and Barbuda so long as at least one director is present in Antigua and Barbuda during the meeting.
LAWS OF ANTIGUA AND BARBUDA CAP.
222) International Business Corporations ( 2 ) A director who participates in a meeting of direc- tors by any means described in subsection ( 1 ) is, for the pur- poses of this Act, present at the meeting.
Delegation of powers.
80. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Delegation of powers.
80.
(1) Directors of a corporation may appoint from their number a managing director or a committee of direc- tors and delegate to the managing director or committee any of the powers of the directors. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
( 2 ) Notwithstanding subsection (I), no managing direc- tor and no committee of directors of a corporation may ( a ) submit to the shareholders any question or mat- ter requiring the approval of the shareholders; (b) fill a vacancy among the directors or in the office of auditor; ( 6 ) issue shares except in the manner and on the terms authorised by the directors; (6) declare dividends; (e) purchase, redeem or otherwise acquire shares issued by the corporation; (n approve any financial statements referred to in section 142; or Cp.) | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
adopt, amend or repeal by-laws.
Validity of acts.
81.
An act of a director or officer is valid notwith- standing any irregularity in his election or appointment or any defect in his qualification.
Meeting by resolution.
82. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Meeting by resolution.
82.
(1) When a resolution in writing is signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors, ( a ) the resolution is as valid as if it had been passed at a meeting of directors or a committee of directors; and ( b ) the .resolution satisfies all the requirements of this Act relating to meetings of directors or committees of directors.
LAWS OF ANTIGUA AND BARBUDA International Business Cor-orations (CAP. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
222 49 ( 2 ) A copy of every resolution referred to in subsec- tion ( 1 ) must be kept with the minutes of the proceedings of the directors or committee or directors.
LIABILITIES O F DIRECTORS 83. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
LIABILITIES O F DIRECTORS 83.
Directors of a corporation who vote for or con- Liability for sent to a resolution authorising the issue of a share under Share section 30 for a consideration other than money are jointly and severally liable to the corporation to make good any amount by which the consideration received is less than the fair equivalent of the money that the corporation would have received if the share had been issued for money on the date of the resolution.
84. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Directors of a corporation who vote for or con- ktit,bI';:;sf"' sent to a resolution authorising (a) a purchase, redemption or other acquisition of shares contrary to section 39, 4 0 , or 41; ( 6 ) a payment of a dividend contrary to section 51 or 52; (c) financial assistance contrary to section 53; (d) a payment of an indemnity contrary to any of the provisions of sections 99 to 101; or (e) a payment to a shareholder contrary to any of the provisions of sections 191 to 200 or 204; are jointly and severally liable to restore to the corporation any amounts so distributed or paid and not otherwise recovered by the corporation. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
85.
A director who has satisfied a judgment founded Contribution for judgment.
on a liability under section 83 or 84 is entitled to contribu- tion from the other directors who voted for or consented to the unlawful act upon which the judgment was founded.
86.
( 1 ) A director who is liable under section 84 may Recovery by action. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
apply to the court for an order compelling a shareholder or other recipient to pay or deliver to the director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 3 9 , 40, 41, 51, 52, 53, 54 or 56.
50 CAP. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
222) International Business Corporations LAWS OF ANTIGUA AND BARBUDA (2) In connection with an application under subsec- tion (I), the court may, if it is satisfied that it is equitable to do so, (a) order a shareholder or other recipient to pay or deliver to a director any money or property that was paid or distributed to the shareholder or other recipient the provisions of sec- contrary tions 39, 40, 41, 51, 52, 53, 54, 56, 99 to 101, 191 to 200 or 204, to any of (b) order a corporation to return or issue shares to a person from whom the corporation has purchased, redeemed or otherwise acquired shares, or (c) make any further order it thinks fit. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Defence to liability.
87.
A director of a corporation is not liable under section 83 if he did not know and could not reasonably have known that the share was issued for a consideration less than the fair equivalent of the money that the corporation would have received if the share had been issued for money.
Time limit on liability.
88. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Time limit on liability.
88.
An action to enforce a liability imposed under section 83 or 84 may not be commenced after two years from the date of the resolution authorising the action complained of.
CONTRACTUAL INTERESTS Interests in contracts.
89. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
89.
(1) A director or officer of a corporation (a) who is a party to a material contract or pro- posed material contract with the corporation, or (b) who is a director or an officer of any body, or has a material interest in any body, that is a party to a material contract or proposed material contract with the corporation, must disclose in writing to the corporation or request to have entered in the minutes of meetings of directors the nature and extent of his interest. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(2) The disclosure required by subsection (1) must be made, in the case of a director of a corporation, LAWS OF ANTIGUA AND BARBUDA International Business Corporations (CAP. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
222 5 1 ( a ) at the meeting at which a proposed contract is first considered; ( 6 ) if the director was not then interested in a pro- posed contract, at the first meeting after he becomes so interested; (c) if the director becomes interested after a con- tract is made, at the first meeting after he becomes so interested; or (6) if a person who is interested in a contract later becomes a director of the corporation, at the first meeting after he becomes a director. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(3) The disclosure required by subsection (1) must be made, in the case of an officer of a corporation who is not a director, ( a ) forthwith after he becomes aware that the con- tract or proposed contract is to be considered or has been considered at a meeting of directors of the corporation; ( b ) if the officer becomes interested after a contract is made, forthwith after he becomes so interested; or (c) if a person who is interested in a contract later becomes a n officer of the corporation, forthwith after he becomes an officer. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(4) If a material contract or a proposed material con- tract is one that, in the ordinary course of the corporation's business, would not require approval by the directors or shareholders of the corporation, a director or officer of the corporation must disclose in writing to the corporation or request to have entered in the minutes of meetings of direc- tors the nature and extent of his interest forthwith after the director or officer becomes aware of the contract or proposed contract. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(5) A director of a corporation who is referred to in subsection (1) may vote on any resolution to approve a con- tract that he has an interest in, if the contract ( a ) is an arrangement by way of security for money loaned to or obligations undertaken by him for the 52 CAP. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
222) International Business Corporations LAWS OF ANTIGUA AND BARBUDA benefit of corporation; the corporation or an affiliate of the ( 6 ) is a contract that relates primarily to his remuneration as a director, officer, employee or agent of the corporation or affiliate of the corporation; ( c ) is a contract for indemnity or insurance under section 99 to 101; (6) is a contract with an affiliate of the corpora- tion; or (e) is a contract other than one referred to in paragraphs (a) to (d); but, in the case of a contract described in paragraph (e), no resolution is valid unless it is approved by not less than two- thirds of the votes of the shareholders of the corporation to whom notice of the nature and extent of the director's interest in the contract is declared and disclosed in reasonable detail. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
90.
For the purposes of section 89, a general notice to the directors of a corporation by a director or an officer of the corporation declaring that he is a director or officer of or has a material interest in another body and is to be regarded as interested in any contract with that body is a sufficient declaration of interest in relation to any such contract.
91. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
A material contract between a corporation and one or more of its directors or officers, or between the cor- poration and another body of which a director or officer of the corporation is a director or officer or in which he has a material interest, is neither void nor voidable ( a ) by reason only of that relationship, or ( 6 ) by reason only that a director with an interest in the contract is present at or is counted to determine the presence of a quorum at a meeting of directors or a committee of directors that authorised the contract, if the director or officer disclosed his interest in accordance with subsection (2), (3) or (4) of section 89 or section 90, as the case may be, and the contract was approved by the directors or the shareholders and was reasonable and fair to the corporation at the time it was approved. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Interest declaration.
Avoidance of nullity.
LAWS OF ANTIGUA AND BARBUDA International Business Corporations (CAP.
222 53 92.
When a director or officer of a corporation fails Setting aside contract.
to disclose, in accordance with section 89 or 90, his interest in a material contract made by the corporation, the court may, upon the application of the corporation or a shareholder of the corporation, set aside the contract on such terms as the court thinks fit.
OFFICERS O F THE CORPORATION 93. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Subject to the articles or by-laws of a corpora- gftz;;:,3" of tion or any unanimous shareholder agreement, ( a ) the directors of the corporation may designate the offices of the corporation, appoint natural persons of full capacity as officers, specify their duties and delegate to them powers to manage the business and affairs of the corporation, except powers to do anything referred to in subsection (2) of section 80; ( b ) a director may be appointed to any office of the corporation; and (c) two or more offices of the corporation may be held by the same person. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
BORROWING POWERS OF DIRECTORS 94.
(1) Unless the articles or by-laws, or any BO'TOwing powers. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
unanimous shareholder agreement relating to the corpora- tion otherwise provide, the articles of a corporation are presumed to provide that the directors of the corporation may, without authorisation of the shareholders, ( a ) borrow money upon the credit of the corporation; ( b ) issue, re-issue, sell or pledge debentures of the corporation; (c) subject to section 53, give a guarantee on behalf of the corporation to secure performance of an obliga- tion of any person; and (4 mortgage, charge, pledge, or otherwise create to secure any obligation of the corporation a security interest in all or any property of the corporation that is owned or subsequently acquired by the corporation. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
5 4 CAP.
222) International Business Corporations LAWS OF ANTIGUA AND BARBUDA ( 2 ) Notwithstanding subsection ( 2 ) of section 80 and paragraph ( a ) of section 9 3 , unless the articles or by-laws of, or any unanimous shareholder agreement relating to, a corporation otherwise provide, the directors of the corpora- tion may by resolution delegate the powers mentioned in subsection ( 1 ) to a director, a committee of directors or a n officer of the corporation. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
( 3 ) For the purposes of this Act "security interest" means any interest in or charge upon any property of a cor- poration, by way of mortgage, bond, lien, pledge or other means, that is created or taken to secure the payment of an obligation of the corporation.
DUTY O F DIRECTORS AND OFFICERS Duty of care.
95. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
DUTY O F DIRECTORS AND OFFICERS Duty of care.
95.
(1) Every director and officer of a corporation in exercising his powers and discharging his duties must ( a ) act honestly and in good faith with a view to the best interests of the corporation; and ( b ) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
( 2 ) Every director and officer of a corporation must comply with this Act and the regulations and with the articles and by-laws of the corporation and any unanimous shareholder agreement relating to the corporation. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
( 3 ) Subject to subsection (3) of section 124, no provi- sion in a contract, the articles of a corporation, its by-laws or any resolution, relieves a director or officer of the cor- poration from the duty to act in accordance with this Act or the regulations, or relieves him from liability for a breach of this Act or the regulations.
96. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
96.
( 1 ) A director of a corporation who is present at a meeting of the directors or of a committee of directors of the corporation consents to any resolution passed or action taken at that meeting, unless ( a ) he requests that his dissent be or his dissent is entered in the minutes of the meeting, Dissenting to resolutions.
LAWS OF ANTIGUA AND BARBUDA International Business Corporations (CAP. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
222 (6) he sends his written dissent to the secretary of the meeting before the meeting is adjourned, or (c) he sends his dissent by registered post or delivers it to the registered office of the corporation immediately after the meeting is adjourned.
(2) A director who votes for or consents to a resolution may not dissent under subsection (1). | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(3) A director who was not present at a meeting at which a resolution was passed or action taken is presumed to have consented thereto unless, within seven days after he becomes aware of the resolution, he (a) causes his dissent to be placed with the minutes of the meeting, or (b) sends his dissent by registered post or delivers it to the registered office of the corporation. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(4) A director is not liable under section 83, 84 or 95 if he relies in good faith upon (a) financial statements of the corporation represented to him by an officer of the corporation, or (b) a report of a solicitor, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by him.
INDEMNITIES 97.
(1) Except in respect of an action by or on behalf Indemnifying director, etc. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
of a corporation or body corporate to obtain a judgment in its favoir, a corporation may indemnify (a) a director or officer of the corporation, (b) a former director or officer of the corporation, (c) a person who acts or acted at the corporation's request as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor, and (d) the legal representative of any of the persons referred to in paragraphs (a) to (c), 5 6 CAP. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
222) International Business Corporations LAWS OF ANTIGUA AND BARBUDA against all costs, charges and expenses (including an amount paid to settle an action or satisfy a judgment) reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of that corporation or body corporate. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(2) Subsection (1) does not apply unless the director or officer to be so indemnified (a) acted honestly and in good faith with a view to the best interests of the corporation, and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful.
For derivative actions.
98. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
A corporation may with the approval of the court indemnify a person referred to in section 97 in respect of an action (a) by or on behalf of the corporation or body cor- porate to obtain a judgment in its favour, and (b) to which he is made a party by reason of being or having been a director or an officer of the corpora- tion or body corporate, against all costs, charges and expenses reasonably incurred by him in connection with the action, if he fulfils the condi- tions set out in subsection (2) of section 97. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
99. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Notwithstanding anything in section 97 or 98, a person described in section 97 is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by him in connection with the defence of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the corporation or body cor- porate, if the person seeking indemnity (a) was substantially successful on the merits in his defence of the action or proceeding, Right to indemnity. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
LAWS OF ANTIGUA AND BARBUDA International Business Corporations (CAP.
222 57 ( b ) qualified in accordance with the standards set out in section 97 or 98, and ( c ) is fairly and reasonably entitled to indemnity.
100.
A corporation may purchase and maintain Insurance of directors, etc. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
insurance for the benefit of any person referred to in sec- tion 95 against any liability incurred by him under paragraph ( b ) of subsection ( 1 ) of section 95 in his capacity as a director or officer of the corporation.
1 .
(1) A corporation or person referred to in sec- Court approval of indemnity.
tion 100 may apply to the court for an order approving an indemnity under section 98; and the court may so order and make any further order it thinks fit. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(2) An applicant under subsection (1) must give the Director notice of the application; and the Director may appear and be heard in person or by counsel.
(3) Upon an application under subsection ( I ) , the court may order notice to be given to any interested person; and that person may appear and be heard in person or by counsel.
DIVISION E: T H E SHAREHOLDERS MEETINGS 102.
The annual meeting of shareholders referred to Place of meetings. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
in section 104 must be held at the place within Antigua and Barbuda provided in the by-laws or, in the absence of any such provision, at the place within Antigua and Barbuda that the directors determine.
103.
Any person may serve as a proxy holder for a E::;:;;.ce at shareholder at a meeting; provided that if no shareholder is present in person, the resident agent of the corporation must be in attendance as proxy holder for actions taken at the meeting to be valid.
104. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
104.
The directors of a corporation Calling meetings.
( a ) must call an annual meeting of shareholders not later than eighteen months after the corporation comes into existence and subsequently not later than 58 CAP.
222) International Business Corporations LAWS OF ANTIGUA AND BARBUDA fifteen months after holding the last preceding annual meeting; and (6) may at any time call a special meeting of shareholders.
Record date of shareholders.
105. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(1) For the purpose of (a) determining the shareholders of the corpora- tion who are (i) entitled to receive payment of a dividend, or to participate in a liquidation (ii) entitled distribution, (6) determining the shareholders of the corpora- tion for any other purpose except the right to receive nOtlCe of or to vote at a meeting, the directors may fix in advance a date as the record date for the determination of shareholders; but that record date must not precede by more than fifty days the particular action to be taken. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(2).
For the Purpose of determining shareholders who are entltled to receive notice of a meeting of shareholders of the corporation, the directors of the corporation may fix in advance a date as the record date for the determination of shareholders; but the record date must not precede by more than fifty days or by less than twenty-one days the date on which the meeting is to be held.
Statutory date.
106. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Statutory date.
106.
If no record date is fixed, (a) the record date for determining the shareholders who are entitled to receive a notice of a meeting of the shareholders is (i) the close of business on the date immediately preceding the day on which the notice is given, or (ii) if no notice is given, the day on which the meeting is held; and LAWS OF ANTIGUA AND BARBUDA Internatzonal Business Corporations (CAP. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
222 59 ( 6 ) the record date for the determination of shareholders for any purpose other than the purpose specified in paragraph ( a ) is the close of business on the day on which the directors pass the resolution relating to that purpose.
107.
If a record date is fixed under section 105, notice 7,":;: thereof must, not less than seven days before the date so fixed, be given by advertisement in a newspaper published in Antigua and Barbuda.
record 108. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
record 108.
(1) Notice of the time and place of a meeting zznif of shareholders must be sent not less than twenty-one days nor more than fifty days before the meeting (a) to each shareholder entitled to vote at the meeting; ( 6 ) to each director; and (c) to the auditor of the corporation. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(2) A notice of a meeting of shareholders of a corpora- tion is not required to be sent to shareholders of the cor- poration who were not registered on the records of the cor- poration or its transfer agent on the record date determined under section 106 or 107, as the case may be; but failure to receive notice does not deprive a shareholder of the right to vote at the meeting. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(3) If a meeting of shareholders is adjourned for less than thirty days it is not necessary, unless the by-laws other- wise provide, to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned.
(4) If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of thirty days or more, notice of the adjourned meeting must be given as for an original meeting.
109.
(1) All business transacted at a special meeting Special business. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
of shareholders and all business transacted at an annual meeting of shareholders is special business, except 60 CAP.
222) International Business Corporations LAWS OF ANTIGUA AND BARBUDA (a) the consideration of the financial statements, (b) the auditor's report, (c) the election of directors, and (d) the re-appointment of the incumbent auditor. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(2) Notice of a meeting of shareholders at which special business is to be transacted must state: (a) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon; and ( b ) the text of any special resolution to be submit- ted to the meeting.
0 . | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
0 .
A shareholder and any other person who is en- titled to attend a meeting of shareholders may in any man- ner waive notice of the meeting; and the attendance of any person at a meeting of shareholders is a waiver of notice of the meeting by that person unless he attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
Waiver of notice.
SHAREHOLDER LISTS List of shareholders.
1 . | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(1) A corporation must, (a) not later than ten days after the record date is fixed under subsection (2) of section 105, if a record date is so fixed, or (b) if no record date is fixed, (i) at the close of business on the date immediately preceding the day on which the notice is given, or (ii) if no notice is given, as of the day on which the meeting is held, prepare a list of its shareholders who are entitled to receive notice of a meeting, arranged in alphabetical order and show- ing the number of shares held by each shareholder. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
LAWS OF ANTIGUA AND BARBUDA Znternational Business Corporations (CAP.
222 6 1 ( 2 ) When a corporation fixes a record date under subsec- tion ( 2 ) of section 105, a person named in the list prepared under paragraph ( a ) of subsection ( 1 ) is, subject to subsec- tion ( 3 ) , entitled, at the meeting to which the list relates, to vote the shares shown opposite his name. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
( 3 ) Where a person has transferred the ownership of any of his shares in a corporation after the record date fixed by the corporation, if the transferee of those shares ( a ) produces properly endorsed share certificates to the corporation or otherwise establishes to the cor- poration that he owns the shares, and ( b ) demands, not later than ten days before the meeting of the shareholders of the corporation, that his name be included in the list of shareholders before the meeting, the transferee may vote his shares at the meeting. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(4) When a corporation does not fix a record date under subsection ( 2 ) of section 105, a person named in a list of shareholders prepared under paragraph (6) of subsection ( 1 ) may, at the meeting to which the list relates, vote the shares shown opposite his name. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
( 5 ) When a corporation has issued bearer shares, the holder of the bearer shares shall be placed on the list of shareholders upon: ( a ) deposit of the bearer certificate in escrow with the corporation which escrow shall continue until after the meeting of shareholders, or ( b ) upon certification from a banking or trust institution in Antigua and Barbuda that it holds and will continue to hold in escrow certain bearer certificates of the corporation on behalf of a shareholder. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
Such cer- tification shall include the name and address of the bank- ing or trust institution, the number of shares held and the number identification of the certificate representing said shares.
1 .
A shareholder of a corporation may examine Examination of list.
the list of its shareholders 62 CAP.
222) International Business Corporations LAWS OF ANTIGUA AND BARBUDA Quorum at meetings. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(a) during usual business hours at the registered office of the corporation or at the place where its register of shareholders is maintained, and ( 6 ) at the meeting of shareholders for which the list was prepared.
Q U O R U M 113.
(1) Unless the by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders if the holders of a majority of the shares entitled to vote at the meeting is present in person or represented by proxy. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(2) If a quorum is present at the opening of a meeting of shareholders, the shareholders present may, unless the by-laws otherwise provide, proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(3) If a quorum is not present within thirty minutes of the time appointed for a meeting of shareholders, the meeting stands adjourned to the same day two weeks thereafter at the same time and place; and, if at the adjourned meeting, a quorum is not present within thirty minutes of the appointed time, the shareholders present constitute a quorum. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(4) When a corporation has only one shareholder, or has only one shareholder of any class or series of shares, that shareholder present in person or by proxy constitutes a meeting.
VOTING T H E SHARES Right to vote share.
114.
(1) Unless the articles of the corporation other- wise provide, on a show of hands a shareholder or proxy holder has one vote; and upon a poll a shareholder or proxy holder has one vote for every share held. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(2) A proxy holder or an alternate proxy holder has the same rights as the shareholder who appointed him LAWS OF ANTIGUA AND BARBUDA International Business Corporations (CAP.
222 63 ( a ) to speak at the meeting of shareholders in respect of any matter, (6) to vote by way of ballot at the meeting, and (c) to vote at the meeting in respect of any matter by way of a show of hands, except when a proxy holder or alternate proxy holder has conflicting instructions from more than one shareholder.
115. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
115.
( 1 ) When a body corporate or association is a Representative of other body.
shareholder of a corporation, the corporation must recognise any natural person authorised by a resolution of the direc- tors or governing body of the body corporate or association to represent it at meetings of shareholders of the corporation. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
(2) A natural person who is authorised as described in subsection ( 1 ) may exercise, on behalf of the body corporate or association that he represents, all the powers it could exercise if it were a natural person as well as a shareholder.
116.
Unless the by-laws otherwise provide, if two or Joint shareholders. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
more persons hold shares jointly, one of those holders pre- sent at a meeting of shareholders may, in the absence of the other, vote the shares; but if two or more of those per- sons who are present, in person or by proxy, vote, they must vote as one on the shares jointly held by them.
117.
Unless the by-laws otherwise provide, voting at Voting method at meetings. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
a meeting of shareholders must be by a show of hands except when a ballot is demanded by a shareholder or proxy holder entitled to vote at the meeting.
118.
A shareholder or proxy holder may demand a ballot either before or after any vote by show of hands.
119. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
119.
( 1 ) Except where a written statement is sub- z;;Filon mitted by a director under section 7 1 or an auditor under section 1 5 7 , in ( a ) a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders, and 64 CAP. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
222) International Business Corporations LAWS OF ANTIGUA AND BARBUDA ( b ) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders, and signed by all the shareholders entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of shareholders.
(2) A copy of every resolution referred to in subsec- tion (1) must be kept with the minutes of the meetings of shareholders. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |
COMPULSORY MEETING Requisitioned shareholders meeting.
120.
(1) The holders of not less than five per cent of the issued shares of a corporation that carrv the right to vote at a meeting sought to be held by them may requisition the directors to call a meeting of shareholders for the pur- poses stated in the requisition. | Maternal health care and reproductive rights | Maternity leave – paternity leave – paternal leave | Antigua and Barbuda | https://docs-lawep.s3.us-east-2.amazonaws.com/1694571773809.pdf | http://laws.gov.ag/wp-content/uploads/2018/08/cap-222.pdf |