Companies (Amendment) (No. 3) Bill, 2020

COMPANIES (AMENDMENT) (NO. 3) BILL, A BILL FOR A LAW TO AMEND THE COMPANIES LAW (2020 REVISION) TO INCLUDE THE CUSTOMS AND BORDER CONTROL SERVICE IN THE LIST OF ENTITIES WHICH MAY REQUEST INFORMATION FROM THE REGISTRAR; TO REPEAL SECTIONS OF THE LAW RELATING TO BEARER SHARES; TO ADJUST REFERENCES TO THE LIST OF EQUIVALENT JURISDICTIONS PUBLISHED UNDER THE ANTI-MONEY LAUNDERING REGULATIONS (2020 REVISION); TO REQUIRE COMPANIES TO MAINTAIN AND FILE WITH THE REGISTRAR, INFORMATION ON THE NATURE OF ITS BUSINESS; AND FOR INCIDENTAL AND CONNECTED PURPOSES

Introduced

PUBLISHING DETAILS Sponsoring Ministry/Portfolio: Ministry of Financial Services and Home Affairs (FSHA)

Companies (Amendment) (No. 3) Bill, 2020 Objects and Reasons

Introduced

Memorandum of OBJECTS AND REASONS This Bill provides for the amendment of the Companies Law (2020 Revision) (the “principal Law”) to include the Customs and Border Control Service in the list of entities which may request information from the Registrar, to repeal sections of the Law relating to bearer shares, to adjust references to the list of equivalent jurisdictions published under the Anti-Money Laundering Regulations (2020 Revision), to require companies to maintain and provide to the Registrar, information on the nature of its business and for incidental and connected purposes.

Clause 1 of the Bill provides the short title of the legislation.

Clauses 2 repeals the definition of the word “custodian” as it relates to Part XV which is being repealed and substituted under clause 5.

Clause 3 amends section 26A(2) of the principal Law to include in the list of entities which may request information from the Registrar, the Customs and Border Control Service established under section 3 of the Customs and Border Control Law, 2018. The amendment also repeals paragraph (f) which lists a competent authority as defined under section 2(1) of the Proceeds of Crime Law (2020 Revision), which is assigned responsibility for monitoring compliance with the Anti-Money Laundering Regulations under section 4(9) of the Proceeds of Crime Law (2020 Revision), as an entity which may request information from the Registrar and subtitutes a new paragraph (f) to include a competent authority as defined under section 2(1) of the Proceeds of Crime Law (2020 Revision) as an entity which may request information from the Registrar.

Clause 4 amends section 41 of the principal Law to require a company which meets the criteria under section 41(1) to specify in the summary contained in the annual list prepared by the company, information on the nature of the company’s business.

Clause 5 repeals and substitutes a proposed new Part XV in the principal Law which contains proposed section 229. The proposed section 229 prohibits the issue of bearer shares by a company, provides for the prohibition on issuing bearer shares to apply to companies which have been struck off the companies register, prohibits the court from permitting a company which has been struck off from being reinstated with bearer shares in issue and provides for bearer shares issued prior to the commencement of this amending Law or contrary to subsection (1), to be void.

Clause 6 amends section 245(1) of the principal Law by deleting and substituting paragraph (d) which provides for a legal entity regulated in a jurisdiction included in the jurisdictions that are designated as having measures for combating money laundering and the financing of terrorism which are equivalent to that of the Islands in accordance with section 5(2) of the Proceeds of Crime Law (2020 Revision) to be exempt from the requirements under