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Companies Act 2019

With the introduction of the Companies Act 2019, (Act 992), kindly take note of some significant changes:

Change Requirement Deadline (if any)
Change of suffix All newly incorporated companies have been allocated one of the under-listed suffixes:

  1. Private Limited Company – LTD or Limited Company;
  2. Private Unlimited Company – PRUC or Private Unlimited Company;
  3. Private Limited by Guarantee – LBG or Limited by Guarantee;
  4. Public Limited Company – PLC or Public Limited Company;
  5. Public Unlimited Company – PUC or Public Unlimited;
  6. Public Limited by Guarantee – PLBG or Public Limited by Guarantee; and
  7. External Company – Same as the name of the body corporate registered outside the jurisdiction.

All existing companies are now required to change their names to reflect the suffixes outlined above, for example, “XYZ Limited” must now change its name to either “XYZ LTD” or “XYZ Limited Company”.

 30 June 2021
Auditor tenure of office An auditor of a company must not hold that office more than 6 years  and is eligible for reappointment after a cooling-off period of not less than six years. August 2022
Statutory Declaration for directors Before a person is appointed a director of a company, the person must make a statutory declaration to be submitted to the company and subsequently filed with the Registrar.

The statutory declaration must provide that, the person has not within the preceding five years of the application for incorporation been—

(i)                       charged with or convicted of a criminal offence involving fraud or dishonesty;

(ii) charged with or convicted of a criminal offence relating to the promotion, incorporation or management of a company; or

(iii) a director or senior manager of a company that has become insolvent or if the person has been, the date of the insolvency and the particular company.

 

  
Mandatory Board meetings Board meetings must be held twice in a year .  
Qualification and Duties of Company secretary Qualifications and duties of a company secretary are now outlined in the law.  
Incorporation documents Upon the incorporation of a company, a Form 4 and Certificate to Commence business are no longer issued.

 

The following documents are now issued after the incorporation of company:

·         Certificate of Incorporation; and

·         Form 3;

 

  
Filing of Beneficial ownership All companies with the exception of sole proprietorships and partnerships are required to declare and file their beneficial owners with the Companies Registry. The declaration is to be made at the time of incorporation, filing of annual returns or where there are changes  to the Beneficial ownership details. 30 June 2021

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