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Tonga Subsidiary Legislation |
LAWS OF TONGA
COMPANIES REGULATIONS 1999
GS 1B of 1999
Arrangement of Regulations
Regulation
1 Title and commencement
2 Interpretation
3 Office hours
4 Forms
5 Fees
6 Additional fees for failure to deliver documents to Registrar within prescribed time
7 General requirements for documents
8 Reservation of names
9 Translation
FIRST SCHEDULE
SECOND SCHEDULE
TABLE OF FEES PAYABLE TO THE REGISTRAR OF COMPANIES
ADDITIONAL FEES PAYABLE TO THE REGISTRAR OF COMPANIES FOR FAILURE TO DELIVER DOCUMENTS WITHIN PRESCRIBED TIME
EXPLANATORY NOTES
COMPANIES REGULATIONS 1999
GS 1B of 1999
COMPANY ACT 1995
[1st April 1999]
IN EXERCISE of the powers conferred by section 376 and 399 of the Companies Act 1995, His Majesty in Council makes the following regulations.
1. Title and commencement
(1). These regulations may be cited as the Companies Regulations 1999.
(2). These regulations shall come into force on a day proclaimed by His Majesty in Council, and different provisions may be brought into force on different days.
2. Interpretation
(1). In these regulations, unless the context otherwise requires, "the Act" means the Companies Act 1995.
(2). Unless the context otherwise requires, words or expressions in these regulations have the same meaning as in the Act.
3. Office hours
The office of the Registrar shall be open to the public on every working day, during such hours as the Registrar of Companies fixes from time to time, either generally or in any particular case.
4. Forms
(1). The forms set out in the First Schedule shall be used for the purposes of the Act, and the particulars contained therein are hereby prescribed as the particulars required under the Act.
(2). Where a prescribed form continues on 2 or more pages the following heading shall appear at the top of each of those pages:
*Delete if not applicable
5. Fees
The fees set out in Part 1 of the Second Schedule shall be payable to the Registrar in respect of the matters to which they relate.
6. Additional fees for failure to deliver documents to Registrar within prescribed time
(1). Subject to sub-regulation (2), the amounts specified in Part II of the Second Schedule shall be payable by way of additional fees for failure to deliver a document to the Registrar within the time prescribed by the Act.
(2). If any document is delivered to the Registrar not later than 25 working days after the time specified in the Act in respect of the document, and the Registrar is satisfied that the omission to deliver the document within the time limit was accidental or due to inadvertence, or that it is just and equitable to do so, he may remit wholly or partly the additional fee payable in respect of the late delivery of the document.
7. General requirements for documents
(1). All documents prepared to be registered or to be delivered, sent, or forwarded to the Registrar shall —
(a). be on international A4 size white or light pastel coloured paper of medium weight and good quality;
(b). be in English or Tongan;
(c). be legible and clearly typewritten or printed;
(d). have a binding margin at least 2.7 centimetres wide; and
(e). be fastened together in the top left hand corner with a sufficient paper fastener where there are more sheets than one.
(2). Where a document is required to be signed, the signature must be an original signature and, immediately below it, the name of the signatory should be —
- (a). legibly typed, printed, or stamped; or
- (b). legibly written in the style of printed matter.
(3). Carbon copies shall not be received by the Registrar.
(4). Except by special leave of the Registrar, granted upon such conditions as the Registrar thinks fit, no document shall be received by the Registrar which does not comply with this regulation.
8. Reservation of names
(1). The reservation of the name of a company that is proposed to register or in respect of a proposed change of the name of an existing Company, as the case may be, does not give the applicant or any proposed or existing company in respect of which the application is made any proprietary right or interest in the name.
(2). At the same time as the Registrar issues a notice reserving a name the Registrar must advise the applicant in writing that the reservation of name does not give the applicant or any proposed or existing company in respect of which the application is made any proprietary right or interest in the name.
9. Translation
(1). A translation into English or Tongan of any document evidencing incorporation of a company, or an overseas company or of any instrument constituting or defining the instrument of a company or an overseas company, or any other document to be delivered to the Registrar for registration under the Act, shall be certified to be a correct translation by the person who made the translation —
(a). if the translation is made outside Tonga, before a person having authority to administer an oath under the law of the country where the translation is made; or
(b). if the translation is made in Tonga, before a person authorised to administer an oath in Tonga.
(2) For the purposes of this regulation, "certified" includes verification by the person who made the translation before any of the persons described in paragraphs (1)(a) and (1)(b) in the manner (if any) prescribed by the law of the country where the translation is made for the verification of documents.
(3) The Registrar may permit translations which are not certified in accordance with the above requirements to be delivered to him upon such conditions as he thinks fit.
FIRST SCHEDULE
FORMS
Regulation 4
Form 1 - Application for registration of a Company
Form 2 - Certificate of adequate liquidity
Form 3 - Consent and certificate of director or directors and company secretary
or company secretaries of proposed company
Form 4 - Consent of shareholder or shareholders
Form 5 - Application for reservation of company name
Form 6 - Application to change name of company
Form 7 - Notice of adoption or alteration of constitution
Form 8 - Notice of issue of shares under section 45(b)/Section 46
Form 9 - Notice of approval for issue of shares under section 48(1)
Form 10 - Notice of purchase or acquisition by company of own shares
Form 11 - Consent and certificate of director or directors
Form 12 - Notice of change of directors and particulars of directors
Form 13 - Consent and certificate of company secretary or secretaries
Form 14 - Notice of change of company secretaries and particulars of company
secretaries
Form 15 - Notice of change of registered office
Form 16 - Notice of change of address, for service
Form 17 - Annual return
Form 18 - Consent and Certificate of director or directors and company secretary
or company secretaries of amalgamated company or proposed company.
Form 19 - Requests to remove company from register
Form 20 - Notice of principal place of business of overseas company deemed to be registered under Companies Act 1995.
Form 21 - Notice of change of name of overseas company
Form 22 - Application for registration of overseas company on the overseas register
Form 23 - Notice of alteration to constitution of overseas company, change in directors, company secretaries or persons authorised, to accept service
Form 24 - Annual return of overseas Company
Form 25 - Notice by overseas company of intention to cease to carry on business
Form 26 - Application by overseas company to register as a company under Companies Act 1995
Form 27 - Application for removal from Tongan register
Form 28 - Application for re-registration of existing company
Form 29 - Certificate of adequate liquidity
From here on the pages have been scanned so there are very few mistakes. On page 25 "certify that" is not clear and on page 46 "[intert full name]" should be "insert"
Second Schedule
TABLE OF FEES PAYABLE TO THE REGISTRAR OF COMPANIES
| Item | | $ |
| 1. | For an application to register a company under section 16(1) of the Act | 300 |
| 2. | For an application to reserve the name of a company under section 26(1) of the Act | 60 |
| 3. | For an application to change the name of a company under section 27(1) of the Act | 75 |
| 4. | For registration of a notice of alteration under section 36(2) of the Act | 60 |
| 5. | For registration of a notice of revocation and adoption of a constitution under section 36(2) of the Act | 60 |
| 6. | For registration of an order altering a constitution under section 38(2)of the Act | 60 |
| 7. | For registration of a notice of the issue under section 47(1) of the Act of shares under section 45(b) or section 46 of the Act | 60 |
| 8. | For registration of a notice of the purchase or acquisition of shares under section 62(3) of the Act | 60 |
| 9. | For registration of a notice of the places where share registers are kept under section 88(3)(a) of the Act | 60 |
| 10. | For registration of a notice of change of registered office under section 196(2) of the Act | 60 |
| 11. | For registration of a notice of the place where records are kept under section 198(4) of the Act | 60 |
| 12. | For registration of a notice of change of address for service under section 202(2) of the Act | 60 |
| 13. | For registration of a notice of the place where accounting records and accounts and returns are kept under section 204(2)(b) of the
Act | 60 |
| | | $ |
| 14. | For registration of a notice of the fact that the Registrar is entitled to appoint an auditor under section 205(6) of the Act | 60 |
| 15. | For registration of an annual return under section 223(1) of the Act | 75 |
| 16. | For registration of documents to effect amalgamation under section 232 of the Act | 60 |
| 17. | For registration of the documents referred to in section 238(2) of the Act in relation to a proposed compromise | 60 |
| 18. | For registration of a copy of a resolution as to solvency under section 252(8) of the Act | 60 |
| 19. | For registration of a copy of an order terminating the liquidation of a company under section 259(5) of the Act | 60 |
| 20. | For an application for the restoration of a company to the register under section 337(1) of the Act | 450 |
| 21. | For registration of a notice of the principal place of business in Tonga of an overseas company under section 343(4) of the Act | 120 |
| 22. | For registration, of a notice of the change of name of an overseas company under section 343(5) of the Act | 200 |
| 23. | For an application to register an overseas company under section 345(1) of the Act | 600 |
| 24. | For registration of a notice of an alteration to an instrument constituting or defining the constitution of an overseas company under
section 348(1) of the Act | 120 |
| 25. | For registration of a notice of a change of directors of an overseas company or of a change in the persons authorised to accept service
in Tonga of documents on behalf of an overseas company, as the case may be, under section 348(1) of the Act | 120 |
| 26. | For registration of an annual return by an overseas company under section 349(1) of the Act | 200 |
| 27. | For registration of a notice of the date on which an overseas company will cease to carry on business in Tonga under section 350(1)(a)
of the Act | 120 |
| Item | | $ |
| 28. | For an application by an overseas company to register as a Company under the Act under section 354(1) of the Act | 600 |
| 29. | For an application by a company for removal from the Tongan register under section 360 of the Act | 120 |
| 30. | For inspection under section 369(1) of the Act of any document that constitutes part of the Tongan Register or the overseas register
| 10 |
| 31. | For a certificate of incorporation of a company | 60 |
| 32. | For a certificate of re-registration of a company under the Act in accordance with the Tenth Schedule of the Companies Act 1995 | 60 |
| 33. | For certification of a copy of or extract from any document | 60 |
| 34. | For a copy of or extract from any document, in addition to any fee for certifying the same, — | |
| | (a) Where a photocopy is made by a member of the public using a photocopy machine provided for public use, for each A4 sheet. | 0.20 |
| | (b) Where a photocopy is made by the Registrar, for each A4 sheet. | 1.00 |
| 35. | For an application for the Registrar's approval or consent required under the Act or any regulations under the Act where no other
fee is prescribed. | 100 |
PART II
ADDITIONAL FEES PAYABLE TO THE REGISTRAR OF COMPANIES FOR FAILURE TO DELIVER DOCUMENTS WITHIN PRESCRIBED TIME
For the delivery of any document after the time specified in the Act in respect of that document (whether or not any other fee is payable and in addition to any other fee so payable) —
(a). Where delivered not later than 25 working days after the 25 time prescribed
(b). Where delivered more than 25 working days after the time 100 prescribed
Explanatory Notes
(These notes do not form part of the Regulations but are only intended to explain its general purport.)
1. The Company Act 1995 repealed the Company Act 1912 (Cap 27) and all the Regulations and forms under that Act. The new Act provides the framework for the registration of Companies and these are the Regulations required to administer the Act.
2. Regulation 2 ensures the term "Act" when used refers to the Company Act 1995, and the terms used in the Regulations have the same definitions as when used in the Act.
3. Regulation 3 sets out the office hours of the Registrar's Office.
4. Regulation 4 empowers the forms in the Schedule.
5. Regulation 5 sets out that the fees set out in Schedule 1 shall be payable to the Registrar of Companies,
6. Regulation 6 sets out additional fees for failure to deliver documents by the time specified in the Act.
7. Regulation 7 sets out .the general requirements for documents required under the Act.
8. Regulation 8 clarifies that the reservation of the name of a company that is yet to be registered or a proposed change to the name of any existing company does not give the applicant any proprietary right or interest in the name.
9. Regulation 9 sets out the requirements regarding translations that may be required under the Act.
10. The First Schedule contains Forms 1 to 29 being the forms required under the Act.
11. The Second Schedule sets out the fees stipulated under the Act.
Made at Nuku'alofa this day of 1999,
By Order. Clerk of Privy Council.
Hon. Attorney General & Minister of Justice.
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URL: http://www.paclii.org/to/legis/sub_leg/ca1995cr1999323