Modelos sobre las relaciones entre ciencia y tecnología

Amended by: IV. 2003.88.

209. (1) A private company is a company which, besides

fulfilling the requirements of this Act for it to hold the status of a private company, is one which, by its memorandum or articles -

(a) restricts the right to transfer its shares; and (b) limits the number of its members to fifty; and

(c) prohibits any invitation to the public to subscribe for any shares or debentures of the company.

(2) A private company shall not -

(a) offer to the public, whether for cash or otherwise, any shares in or debentures of the company; or

(b) allot or agree to allot, whether for cash or otherwise, any shares in or debentures of the company with a view to all or any of those shares or debentures being offered to the public, within the meaning given to the expression "offers made to the public" in article 2(3). (3) Where a private company contravenes the provisions of subarticle (2), every officer thereof who is in default shall be liable to a penalty.

Resolutions in writing.

Amended by: IV. 2003.89.

210. Subject to the provisions of this Act, in the case of a private company, a resolution in writing signed by all the members for the time being entitled to receive notice of and to attend and vote at the general meetings shall be as valid and effective as if the same had been passed at a general meeting of the company duly convened and held and the provisions of article 155 shall not apply. A n n u a l g e n e r a l m e e t i n g s o f t h e c o m p a n y m a y b e h e l d i n accordance with this article:

Provided that a resolution in writing as aforesaid shall be void if it purports to remove a director or an auditor before the expiration of his term of office, or otherwise purports to deprive the auditors of the right granted to them by virtue of the provisions of article 155.

Exempt company. 211. (1) A private company shall have the status of an exempt

company if the conditions mentioned in subarticle (2) are contained in its memorandum or articles.

(2) The conditions required by subarticle (1) are -

(a) that the number of persons holding debentures of the company is not more than fifty; and

(b) that no body corporate is the holder of, or has any interest in, any shares or debentures of the company or is a director of the company, and neither the company nor any of the directors is party to an arrangement whereby the policy of the company is capable of being determined by persons other than the directors, members or debenture holders thereof.

(3) For the purposes of this article -

(a) shares held by an exempt company shall not disqualify a company from being also exempt if, taking all the following companies together, that is to say -

(i) the exempt company in question (hereinafter referred to as the "relevant company");

(ii) any company holding shares to which this

paragraph has to be applied in determining the relevant company’s right to be exempt as aforesaid; and

(iii) any further company taken into account for the purposes of this paragraph in determining the right to be so exempted of any company holding any such shares as aforesaid,

the total number of persons holding shares in those companies is not more than fifty, the companies themselves being disregarded; and

(b) any interest of the relevant company itself in any of its shares or debentures shall be disregarded.

(4) Companies referred to in subarticle (1) shall be exempt from the requirements of article 138(7) and of article 144(1)(a); and the proviso to article 183(2) shall apply.

(5) A sole director of an exempt company shall be entitled to hold office as a company secretary thereof during his directorship.

(6) Where an exempt company has only one director, any

requirement of this Act that two directors of a company shall act, shall be interpreted in relation to the exempt company as requiring one director to act.

Single member companies.

Amended by: IV. 2003.90.

212. (1) A company referred to in article 211(1) may have a single member notwithstanding the provisions of article 68 and of article 72(1) or of any other provision of this Act, where the objects of such a company specify which activity of the company shall be its main trading activity and the business of the company shall consist principally of that activity.

(2) The provisions of article 214(2)(b)(i) shall not apply to companies falling within the terms of this article.

(3) A company may have a single member upon registration or it may become a single member company through the acquisition of all its shares by one person, provided that such a company complies with the provisions laid down in subarticle (1).

through the acquisition of all its shares by one person, the company shall, within fourteen days, deliver to the Registrar for registration a notice -

(a) specifying the fact that it has become a single member company and stating the name and residence of that single member; and

(b) confirming compliance with the provisions laid down in subarticle (1).

Such notice shall be deemed to satisfy the requirements of article 120(3).

(5) Where a person becomes a single member as a result of acquiring shares in the company causa mortis, such fact shall be stated in the notice referred to in subarticle (4) and such notice shall be deemed to satisfy the requirements of article 120(3).

(6) If default is made in complying with subarticles (4), (5) and (10), every officer of the company who is in default shall be liable to a penalty, and, for every day during which the default continues, to a further penalty.

(7) The single member shall exercise the powers of the general meeting of the company and the decisions taken by him in this capacity shall be recorded as minutes of the general meeting and the provisions of this Act regulating general meetings shall be construed accordingly. The decisions referred to in this subarticle shall be deemed to be resolutions of the company for the purposes of the application of the provisions of this Act:

Provided that the provisions of this subarticle shall not prejudice the rights of the auditors of the company under the provisions of article 155, and the rights granted to persons as are, by the articles of the company, entitled to receive notices of, attend and be heard at general meetings of the company.

(8) The single member shall record in writing all agreements between him and the company as represented by him in a minute book kept by the company specifically for the purpose.

(9) If default is made in complying with the provisions of subarticle (8), the single member shall be liable to a penalty.

(10) When a company ceases to be a single member company, it shall, within fourteen days, deliver to the Registrar for registration a notice specifying the fact that it is no longer a single member company and the provisions of this article shall not apply to such c o m p a n y f r o m t h e d a t e i t h a s c ea s ed t o b e a s i n g l e m e m b e r company.

Change of status of company.

213. (1) A private company may change its status to a public company by altering its memorandum or articles and incorporating in such alteration all those changes required by the provisions of this Act for a company to hold the status of a public company, including the removal of the restrictions resulting by virtue of the provisions of article 209 which conflict with the status of a public company.

(2) The alteration referred to in subarticle (1) shall not take effect unless and until it is registered and the provisions of article 79(2) shall apply thereto.

(3) The Registrar shall, upon the registration referred to in subarticle (2), enter in the register the fact of such change as referred to in subarticle (1) and he shall issue a certificate of registration altered to reflect that change.

(4) A public company may change its status to a private

company if, after having effected compliance with the restrictions resulting by virtue of the provisions of article 209, it alters its memorandum or articles, incorporating in such alteration all those changes required by the provisions of this Act for a company to hold the status of a private company, including the introduction of the restrictions resulting by virtue of the provisions of article 209.

(5) The alteration referred to in subarticle (4) shall not take effect unless and until that alteration, accompanied by a declaration m a d e b y t h e d i r e c t o r s o f t h e c o m p a n y t h a t t h e c o m p a n y i s effectively in compliance with the provisions of article 209, is registered, and the provisions of article 79(2) shall apply thereto.

(6) The Registrar shall, upon the registration referred to in subarticle (5), enter in the register the fact of such change as referred to in subarticle (4) and he shall issue a certificate of registration altered to reflect that change.

(7) A private company may change its status to an exempt company if, after having effected compliance with the conditions laid down in article 211, it alters its memorandum or articles by incorporating therein all the said conditions.

(8) The alteration referred to in subarticle (7) shall not take effect unless and until that alteration, accompanied by a declaration m a d e b y t h e d i r e c t o r s o f t h e c o m p a n y t h a t t h e c o m p a n y i s effectively in compliance with the provisions of article 211, is registered, and the provisions of article 79(2) shall apply thereto.

(9) An exempt company which resolves not to continue

fulfilling any of the conditions of article 211, shall change its status to a private company by altering its memorandum or articles to remove any such conditions.

(10) The alteration referred to in subarticle (9) shall not take effect unless and until it is registered and the provisions of article 79(2) shall apply thereto.

(11) Where a private company changes its status to a public company in accordance with the provisions of this article, the c o m p a n y s h a l l , i n a d d i t i o n t o t h e d o c u m e n t s r e f e r r e d t o i n subarticle (2), deliver to the Registrar for registration -

(a) a copy of a balance sheet prepared as at a date being not more than four months before the date of the registration of the alteration referred to in subarticle (1), together with a report of the company’s auditors in relation to that balance sheet; and

their opinion the balance sheet shows that at the balance sheet date the amount of the company’s net assets was not less than the aggregate of its called up issued share capital and undistributable reserves; and (c) a declaration by any director of the company that

between the balance sheet date and the date of delivery of the alteration to the Registrar for registration, there has been no change in the company’s financial position that has resulted in the amount of its net assets becoming less than the aggregate of its called up issued share capital and undistributable reserves. In this subarticle, "net assets" shall have the same meaning assigned to it under article 193(2).

(12) A private company which proceeds to change its status to a public company in accordance with the provisions of this article shall no t allot or propose to allot sh ares for a consideration otherwise than in cash at any time between the date of the balance sheet and the date of delivery of the alteration referred to in subarticle (11).

(13) Where a public company changes its status to a private company in accordance with the provisions of this article, it shall be required to redeem the shares held by the dissenting members, if they so request, on such terms as may be agreed or as the court, on a demand of either the company or the dissenting members, thinks fit to order.

TITLE II - DISSOLUTION AND CONSEQUENTIAL