Companies and Other Business Entities Bill - Memorandum

This Memorandum is the official explanatory memorandum gazetted with the Bill
 
This Bill seeks to replace and update the law relating to companies and private business corporations. The present Companies Act was passed in 1951 and needs updating. Among the most outstanding new features that will be introduced by this
Bill are the following:
• Provision for the issuance of non-par-value shares rather than shares with a fixed value, together with provisions for the valuation of no-par-value shares;
• The introduction of an Electronic Registry for the incorporation and registration of domestic and foreign companies and private business corporations;
• The substitution of criminal penalties by civil penalties wherever possible;
• To establish an inspectorate to better enforce the provisions of this Bill;
• To make new provision for the merger and takeover of companies and other business entities;
• The licensing of business entity incorporation agents and business entity service providers;
• To clarify and improve the common law principle of bona vacantia (i.e. the vesting in the State of unclaimed properties of defunct companies and private business corporations) by instituting a fair and transparent method of declaring such properties to be bona vacantia;
• To make the beneficial ownership of companies more transparent; The introduction of a continuous system of updating the Registry;
• Further provision to combat the use of the company form for criminal purposes;
• To define in greater detail the corporate responsibilities of directors and boards of companies and to encourage good corporate governance; ..
• Additional measures to protect shareholders and investors, in particular minority shareholders and investors;

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