Anguilla Company Management Regulations

R.S.A. c. C75

Company Management Regulations R.R.A. C75-3

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Revised Regulations of Anguilla: C75-3

COMPANY MANAGEMENT ACT, R.S.A. c. C75

COMPANY MANAGEMENT REGULATIONS

______________________________________________________________________________________

Note: These Regulations are enabled under section 25 of the Company Management Act, R.S.A. c. C75.

Interpretation

1.

“Act” means the Company Management Act;

“licensee” has the same meaning as in the Act.

In these Regulations—

Application for a company management licence

2.

out in Schedule 1.

An application for a company management licence under section 5(2) of the Act shall be in the Form set

Approval for the issue or transfer of shares and other interests

3.

or disposal of shares or other interests shall make an application for such approval in the Form set out in

Schedule 2.

Every licensee seeking the approval of the Governor under section 15 of the Act for the issue, transfer

Approval for directors

4.

a director shall make an application in the Form set out in Schedule 3.

Every licensee seeking the approval of the Governor under section 16 of the Act for the appointment of

Certificate of Compliance

5.

shall be in the Form set out in Schedule 4.

The Certificate of Compliance to be issued by an independent auditor under section 20(1)(c) of the Act

Citation

6.

Anguilla C75-3.

__________________

R.R.A. C75-3

These Regulations may be cited as the Company Management Regulations, Revised Regulations ofCompany Management Regulations R.S.A. c. C75

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SCHEDULE 1

(Section 2)

APPLICATION FOR COMPANY MANAGEMENT LICENCE IN ANGUILLA

1. Name of applicant, who will be carrying on the business:

2. Address in Anguilla of the principal office of the applicant and, in the case of a company, its registered

office:

3. In the case of a company, the names of all shareholders, including beneficial shareholders and details of

percentage of shareholding:

4. In the case of a company, the names of all directors:

5. Names and addresses of attorneys of the applicant, together with a letter from such attorneys confirming

that they act for the applicant:

6. In the case of a company, names and addresses of auditors of the applicant, together with a letter from

such auditors confirming that they act for the applicant:

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7. In the case of a company, the name and address of 2 of its officers who are authorised agents in

Anguilla to accept on behalf of the applicant service of process and any notices required to be served on it:

8. In the case of a company, evidence of proper incorporation of any corporate shareholder of the applicant

in its home country, if applicable:

9. Evidence in writing that the applicant is a fit and proper person to carry on company management

business:

10. In the case of a company, evidence in writing regarding the provision of fully paid-up capital, as

required by the Act.

11. Statement of assets and liabilities at the end of the month immediately prior to submission of the

application or in the case of a company annual audited accounts of the applicant or of the corporate shareholders

of the applicant, if any, for the preceding 2 years.

12. Names of all subsidiary companies of the applicant with addresses of their registered offices:

13. In the case of a foreign company, a copy of the act, charter, certificate of incorporation or memorandum

and articles of association or by-laws or partnership agreement of the applicant, as may be appropriate, verified

by an affidavit sworn by a director or partner, together with a certificate of good standing:

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14. Details of the applicant’s main bankers:

15. Statement of the capital of any other company held, directly or through a subsidiary, as an asset of the

applicant.

16. Business plan covering the following—

(a) Background and experience of the applicant and of the applicant’s shareholders if applicable;

(b) Overview of the proposed business activities, including proposed volumes of business;

(c) Administration of the business, including proposed staffing levels, due diligence and ‘know

your customer’ controls;

(d) Reasons for choosing Anguilla to set up the business.

17. Please attach the prescribed application fee (US$500):

18. Addendum to this Application is to be completed by each shareholder, beneficial shareholder, director

and comptroller, if not a director, and such other person(s) as Financial Services may require and to be filed

with this application:

____________

ADDENDUM

INFORMATION IN SUPPORT OF AN APPLICATION

FOR A COMPANY MANAGEMENT LICENCE IN ANGUILLA

Details required from each shareholder, beneficial shareholder or director of an applicant company, and

comptroller if not a director, and such other person(s) as Financial Services may require.

1. Full name:

2. Former name (if different from name given above):

3. Date and place of birth:

4. Nationality (if naturalised attach a copy of the naturalisation certificate, and state former nationality):

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5. Full home address at present time:

6. List home addresses in full for previous 5 years where different from that given above, and give the

related dates:

7. Marital status. If married give full name of spouse including maiden name of wife:

8. Passport particulars (enclose relevant pages):

9. Give full details of your profession or occupation over the past 10 years; include the names and

addresses of all employers and the nature of your employment and give all relevant dates and state briefly the

reasons for changes:

10. Give a list of all companies in which you have held or hold an interest of 25% or more during the past

10 years. Give brief particulars of the nature of the business of all such companies:

11. Give details of academic and professional qualifications and date(s) obtained:

12. Have you ever been employed in, or had an interest in—

(a) a financial services activity; or

(b) a gambling activity in any country? (State YES or NO).

13. In relation to the proposed company management operation are you acting wholly or partly as a

nominee or agent for, or trustee of another person, persons or organisations? (State YES or NO):

If YES, give the name and address of the person, or persons, or organisations and the precise nature of your

relationship and/or the arrangement:

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14. Give the full details of your financial interest in the proposed company management operation, and the

percentage ownership that this will represent:

15. Have you or your spouse ever been declared bankrupt or been the subject of a bankruptcy petition, or

ever received a judgment against you in a civil court? (State YES or NO):

If YES give full details:

16. Has any company or firm of which you or your spouse was a partner, director or comptroller been the

subject of a winding up petition? (State YES or NO):

17. Have you ever applied for a financial services licence in any other jurisdiction? (State YES or NO):

If YES state type of licence, name of company, location and period held and where granted:

18. Have you ever been refused a financial services licence or had an interest in any group which has been

refused a licence or related finding of suitability? (State YES or NO):

If YES to either of the above, state where, when and for what reason:

19. Have you ever appeared before any licensing agency or similar authority for any reason whatsoever?

For example, as a witness. (State YES or NO):

If YES provide details:

20. Have you as an individual, member of a partnership, or owner, director or officer of a corporation, ever

been a party to a lawsuit as either a plaintiff or defendant as a result of misconduct? (State YES or NO):

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If YES give details below: (List all cases without exception, including bankruptcies):

Plaintiff/Defendant:

Court and Case Number:

Location:

Result:

21. (a) Have you ever been convicted of any criminal offence in any country (excluding MINOR traffic

offences); or

(b) Have you ever been arrested, detained, charged, indicted or summoned to answer for any criminal

offence of which the result is still pending:

If you have answered YES to either (a) or (b) please give details. (List all cases without exception):

Date of Conviction or Arrest or Detention or Charge or Indictment or Summons:

Age:

Charge:

Location:

Result:

22. Will you participate actively in the management or operation of the proposed company management

operation? (State YES or NO):

If YES give full details:

23. Has your interest in the proposed company management operation been assigned, pledged or

hypothecated to any person, persons, firms, partnerships or companies; or have you entered into any agreement,

whereby your interest is to be assigned or pledged or sold either wholly or in part? (State YES or NO):

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24. Have you made any arrangements for persons, firms or companies to advance money, or other equity, to

you to assist in financing your investment in the proposed company management operations? (State YES or

NO):

25. Do your assets exceed your liabilities, including contingent liabilities, and are they likely to remain so

for the foreseeable future? (State YES or NO):

26. Explain how you intend to finance your investment in the proposed company management operation, if

applicable:

27. Give below any further information relating to your finances which you wish to be taken into account:

28. Give the names, addresses and telephone numbers of 3 referees. Referees should not be relatives or

business associates. They should be told that the Government of Anguilla might wish to contact them.

Declaration

I certify that to the best of my knowledge and belief the information given in this form is complete and correct:

Date: Signed:

AUTHORISATION TO SEEK ADDITIONAL INFORMATION

I/We hereby authorise you to contact all relevant authorities and authorise said authorities to provide you with

whatever information you may request.

(Signed)

____________

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SCHEDULE 2

(Section 3)

APPLICATION FOR APPROVAL OF ISSUE OR

TRANSFER OF SHARES OR OTHER INTERESTS

Date: _____________________

Ref: ______________________

Inspector of Company Management

Financial Services

P.O. Box 60

The Valley

Anguilla

Dear Sir,

Re:

We apply herewith for your approval of the issue/transfer/other dispositions* of shares/other interests* in the

above-mentioned company.

Name and address of allottee or transferee of shares or other interests*

______________________________________________________________________

______________________________________________________________________

______________________________________________________________________

______________________________________________________________________

If the interests being

issued, transferred or

otherwise disposed

of are not shares,

please give a

description thereof*

______________________________________________________________________

______________________________________________________________________

______________________________________________________________________

______________________________________________________________________

Number of shares

and percentage of

total interests to

which application

relates

______________________________________________________________________

______________________________________________________________________

______________________________________________________________________

Addendum to Schedule 1 of these Regulations may need to be completed by any new allottee or transferee.

Yours faithfully,

* Complete and/or delete as appropriate.

____________

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SCHEDULE 3

(Section 4)

APPLICATION FOR APPROVAL OF DIRECTORS

Date: _____________________

Ref: ______________________

Inspector of Company Management

Financial Services

P.O. Box 60

The Valley

Anguilla

Dear Sir,

Re:

We apply herewith for approval for the appointment of

___________________________________* as a director of this licensed institution

to hold the title of

___________________________________*

We attach herewith Addendum to Schedule 1 of these Regulations, completed with respect to the aforementioned

person(s).

Yours faithfully,

* Completed and /or delete as appropriate

____________

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SCHEDULE 4

(Section 5)

CERTIFICATE OF COMPLIANCE

Inspector of Company Management

Financial Services

P.O. Box 60

The Valley

Anguilla

Dear Sir,

Re:

In conducting our annual audit of the above company manager, (“the company”), we confirm that the company has to

the best of our knowledge complied with the provisions of the Company Management Act, R.S.A c. C75.

Yours faithfully,

____________

 

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