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Companies (Amendment) Act 1994

PAPUA NEW GUINEA


Companies (Amendment) Act 1994


No. 15 of 1994
Certified on: 11.8.94


ARRANGEMENT OF SECTIONS

1. Interpretation (Amendment of Section 1).
2. Payment of fees to Registrar (Amendment of Section 6).
3. New Part III.

"PART III. - AUDITORS AND LIQUIDATORS."
Division 1. – Auditors.
"12.DISQUALIFICATION OF COMPANY AUDITORS."
Division 2. – Liquidators.
"13. OFFICIAL LIQUIDATORS."
"14. SAVINGS AND TRANSITIONAL ARRANGEMENTS."
"15. DISQUALIFICATION OF LIQUIDATORS."

4. Issue of certificates (Amendment of Section 107).
5. New Section 107A.

"107A. EXEMPTIONS."

6. Repeal and replacement of Section 119.

"119. NOTICE OF OFFICE AND OFFICE HOURS."

7. Grounds of winding up by Court (Amendment of Section 240).
8. Powers of Liquidators (Amendment of Section 253).
9. Payment by Liquidators into Banks (Amendment of Section 255).
10. Priorities (Amendment of Section 310)
11. Duties of sheriff as to goods taken in execution (Amendment of Section 316).
12. Winding-up of unregistered Companies (Amendment of Section 326).
13. Fees (Amendment of Section 361).
14. Relief from Statutory requirements (Amendment of Section 370).
15. Regulations (Amendment of Section 411).
16. Amendment of Schedule 1.
17. Amendment of Schedule 8.
18. Amendment of Schedule 10
19. Amendment of penalties.

SCHEDULE 1.
SCHEDULE 2.


AN ACT

entitled

Companies (Amendment) Act 1994,

Being an Act to amend the Companies Act (Chapter 146),

MADE by the National Parliament to come into operation in accordance with a notice in the National Gazette by the Head of State, acting with, and in accordance with, the advice of the Minister.

  1. INTERPRETATION (AMENDMENT OF SECTION 1).

Section 1(1) of the Principal Act is amended -

(a) by repealing the definition of "official liquidator" and replacing it with the following:-
(b) by repealing the definition of "registered company auditor" and replacing it with the following:-
(c) by repealing the definition of "registered liquidator" and replacing it with the following:-
  1. PAYMENT OF FEES TO REGISTRAR (AMENDMENT OF SECTION 6).

Section 6 of the Principal Act is amended -

(a) in Subsection (1), by repealing the words "There shall be paid" and replacing them with the following:-
(b) by adding the following new subsections: -
  1. NEW PART III.

The Principal Act is amended by inserting after Part II the following new Part: -

"PART III. - AUDITORS AND LIQUIDATORS.
Division 1. – Auditors.
"12. DISQUALIFICATION OF COMPANY AUDITORS.
(1) A person who -
and who -
is guilty of an offence.
"(2) or the purposes of Subsection (1), a person shall be deemed to be an officer of a company if he is an officer of a related corporation or, unless the Board in the circumstances of a particular case directs otherwise, he has, at any time within the preceding period of 12 months, been an officer or promoter of the company or of such a corporation.
"(3) For the purposes of this section, a person shall not be deemed to be an officer of a company by reason only of his having been appointed as auditor of a corporation or, for any purpose relating to taxation, a public officer of a corporation.
"(4) A firm must not -
unless -
"(5) If a firm contravenes Subsection (4), each member of the firm is guilty of an offence.
"(6) A company or person shall not appoint a person as auditor of a company unless the last-mentioned person has, before his appointment, consented in writing to act as the auditor, and a company or person shall not appoint a firm as auditor of a company unless the firm has, before its appointment, consented in writing under the hand of at least one partner of the firm to act as the auditor.
Division 2. – Liquidators.
"13. OFFICIAL LIQUIDATORS.
(1) For the purpose of conducting proceedings in winding up companies and assisting the Court in such proceedings, the Minister may appoint as many registered liquidators as he thinks fit to be official liquidators, and may require of each of them the prescribed security for the due fulfilment of his duties.
"(2) Where a security required under Subsection (1) is a bond to the State with or without securities, the Court may, on application and on being satisfied that any condition of the bond has been broken, order the Registrar of the Court to assign the bond to a person named in the order.
"(3) The person to whom the bond is assigned or his executor or administrator is entitled to sue on the bond in his own name as if the bond had in the first instance been given to him, and is entitled to receive on it, as trustee for all persons interested, the full amount recoverable as a breach of its condition.".
"14. SAVINGS AND TRANSITIONAL ARRANGEMENTS.
(1) A person who, immediately before the coming into operation of the Companies (Amendment) Act 1990, held an appointment as an official liquidator under Section 13 (as it then was) shall -
"(2) The provisions of Part III as in force immediately before the coming into operation of the Companies (Amendment) Act 1990, are, to the extent necessary to give effect to Subsection (1), deemed to have been saved.
"15. DISQUALIFICATION OF LIQUIDATORS.
(1) Subject to this section, a person who, except with the leave of the Court, consents to be appointed, or who acts, as liquidator of a company -
"(2) Subsection (1) (a) does not apply to a member's voluntary winding-up of an exempt proprietary company, and Subsection (1) (c) does not apply -
"(3) For the purposes of Subsection (1), a person shall be deemed to be an officer of a company if he is an officer of related corporation or has, at any time within the preceding period of 24 months, been an officer or promoter of the company or of such a corporation.
"(4) A person shall not be appointed as liquidator of a company unless he has, before his appointment, consented in writing to act as the liquidator.
"(5) Nothing in this section affects an appointment of a liquidator made before the date of coming into operation of the Companies (Amendment) Act 1993.".
  1. ISSUE OF CERTIFICATES (AMENDMENT OF SECTION 107).

Section 107(1) of the Principal Act is amended by repealing the words "Every company must" and replacing them with the following:-

"Subject to Section 107A, every company shall".
  1. NEW SECTION 107A.

Part V.6 of the Principal Act is amended by inserting after Section 107 the following new section:-

"107A. EXEMPTIONS.
The Registrar may, by written order, exempt a company, on such terms and conditions as the Registrar considers appropriate, from the operation of all or any of -
as may be necessary or convenient to enable the company to participate in share transfer systems and procedures available under the law or rules governing the conduct and operation of any prescribed stock exchange on which those shares are quoted.".
  1. REPEAL AND REPLACEMENT OF SECTION 119.

Section 119 of the Principal Act is repealed and is replaced with the following:-

"119. NOTICE OF OFFICE AND OFFICE HOURS.
(1) On lodging an application for incorporation there shall be lodged with the Registrar notice in the prescribed form of the proposed registered office and of the days and hours during which it is open and accessible to the public.
"(2) Notice in the prescribed form of any change in the situation or postal address of the registered office or of the days and hours during which it is open and accessible to the public shall be lodged within one month of the date of any such change provided that no notice of the days and hours during which the office is open and accessible to the public, or any change in them, is required if the office is open for at least five hours between 9.00 a.m. and 3.00 p.m. on each day other than Saturdays, Sundays and public holidays.
"(3) If default is made in complying with this section, the company and each officer of the company is guilty of an offence.
  1. GROUNDS OF WINDING UP BY COURT (AMENDMENT OF SECTION 240).

Section 240(2) of the Principal Act is amended by repealing the amount "K100.00" and replacing it with the following:-

"K500.00".
  1. POWERS OF LIQUIDATORS (AMENDMENT OF SECTION 253).

Section 253(2) (i) (ii) of the Principal Act is amended by repealing the amount "K600.00" and replacing it with the following:-

"K2000.00".
  1. PAYMENT BY LIQUIDATORS INTO BANKS (AMENDMENT OF SECTION 255).

Section 255(2) of the Principal Act is amended by repealing the amount "K50.00" and replacing it with the following:-

"K500.00".
  1. PRIORITIES (AMENDMENT OF SECTION 310).

Section 310(1) of the Principal Act is amended -

(a) in Paragraph (d), by repealing the amount "K600.00" and replacing it with the following:-
(b) in Paragraph (e), by repealing the amount "K2000.00" and replacing it with the following:-
  1. DUTIES OF SHERIFF AS TO GOODS TAKEN IN EXECUTION (AMENDMENT OF SECTION 316).

Section 316(3) of the Principal Act is amended by repealing the amount "K40.00" and replacing it with the following:-

"500.00".
  1. WINDING-UP OF UNREGISTERED COMPANIES (AMENDMENT OF SECTION 326).

Section 326(3) (a) of the Principal Act is amended by repealing the amount "K100.00" and replacing it with the following: -

"K500.00".
  1. FEES (AMENDMENT OF SECTION 361).

Section 361(1) of the Principal Act is amended by repealing the words and figures "Item 17, 18, 19 or 20 of Schedule 1" and replacing them with the following:-

"Items 3 and 4 of Schedule 1".
  1. RELIEF FROM STATUTORY REQUIREMENTS (AMENDMENT OF SECTION 370).

Section 370(1) of the Principal Act is repealed and is replaced with the following:-

"(1) Where the Registrar is satisfied that a company is a company to which this Division applies, he may, by notice in writing to the company, relieve the company, the officers of the company or any other person from compliance with all or any of the requirements of this Act specified in the first column of Schedule 10 and the Registrar may impose such conditions on the grant of relief as the Registrar considers appropriate.".
  1. REGULATIONS (AMENDMENT OF SECTION 411).

Section 411 of the Principal Act is amended -

(a) in Paragraph (g), by repealing the amount "K20.00" and replacing it with the following:-
(b) in Paragraph (h), by repealing the amount "K40.00" and replacing it with the following:-
  1. AMENDMENT OF SCHEDULE 1.

Schedule 1 to the Principal Act is amended -

(a) by repealing heading A and replacing it with the following:-
(b) by repealing Item 3 and replacing it with the following:-
(c) by repealing Item 4 and replacing it with the following:-
(d) by repealing Item 6 and replacing it with the following:-
(e) in Item 19, by repealing the words and figures "On lodging under Section 89 any statement" and replacing them with the following:-
(f) by repealing Item 28 and replacing it with the following:-
(g) further in accordance with Schedule 1.
  1. AMENDMENT OF SCHEDULE 8.

Schedule 8 to the Principal Act is amended -

(a) in Section 1 (c), by repealing the words "in Papua New Guinea or Australia"; and
(b) in Section 2(1) (h) (iii), by repealing the words "in Papua New Guinea or elsewhere".
  1. AMENDMENT OF SCHEDULE 10.

Schedule 10 to the Principal Act is amended by repealing the substitute provision relating to Section 6(1) and replacing it with the following:-

"The fees specified in Items 7, 8, 9, 10, 11, 13, 14, 15, 19, 21, 28, 29, 31, 32, 33, 34, 35, 36, 37, 38 and 39 of Schedule 1 shall be paid to the Registrar.".
  1. AMENDMENT OF PENALTIES.

The Principal Act is further amended in respect of the amounts of penalties in accordance with Schedule 2.

SCHEDULE 1.

Sec. 16 (g)

Schedule 1 to the Principal Act is amended -

(a) by repealing each amount shown in column two opposite each section listed in column one and the replacement of those amounts by the amounts set opposite as listed in column three below:-
Column One
Item of Schedule to Principal Act
Column Two
Repealed Amount in Kina
Column Three
Replacement Amount in Kina
5(a)
100.00
250.00
13
20.00
50.00
14
20.00
50.00
17
20.00
50.00
18
200.00
500.00
19

250.00
20
100.00
500.00
21
200.00
500.00
26
20.00
50.00
29
20.00
50.00
31
20.00
50.00
35
5.00
10.00
36
5.00
10.00
37
5.00
10.00
39
5.00
10.00

SCHEDULE 2.

Sec. 19.

The Principal Act is amended in each Section listed in Column One below by the repeal of the amounts in column two set opposite each Section listed in column one and the replacement of those amounts by the amounts set opposite as listed in column three below:


Column One
Item of Schedule
to Principal Act
Column Two
Repealed Amount in Kina
Column Three
Replacement Amount in Kina
5(8)
200
1000
(9)
200
1000
(10)
200
1000
17(8)
20
200
17(9)
1000
10,000
21
20
200
23(3)
20
200
30(6)
100
1,000

20
200
35(4)
20
200
39(1)
2000
20,000
40(9)
2000
20,000
41(4)
2000
20,000
42(5)
1000
10,000
42(7)
1000
10,000

120
1,000
43
2000
20,000
44(4)
500
20,000
46(7)
1000
10,000
46(9)
1000
10,000
46(10)
1000
10,000
47(2)
1000
10,000
49(1)
2000
20,000
50(7)
1000
10,000
51(2)
1000
10,000
52
1000
10,000
53
1000
10,000
55(6)
400
5,000

100
1,000
56(7)
400
5,000

100
1,000
60(5)
20
200
61(7)
20
200
65(5)
20
200
67(5)
200
2,000

20
200
68(2)
200
2,000
69(2)
1000
10,000
72(7)
20
500
73(3)
200
2,000
74(8)
400
5,000

20
500
75(6)
100
2,000

20
500
83(1)
400
5,000

100
1,000
83(5)
100
2,000

20
200
84(2)
400
5,000

20
200
98(1)
1000
10,000
105(2)
20
200
107(1)
20
200
110(12)
20
200
111(2)
20
200
113(3)
200
2,000
116(4)
200
2,000

20
200
118(2)
20
200
120(3)
20
200
121(3)
100
2,000

20
200
124(3)
400
5,000

20
200
125(1)
1000
10,000
129(8)
1000
10,000
130(2)
1000
10,000
131(4)
400
5,000
131(8)
400
5,000
132(3)
1000
10,000

20
200
132(9)
1000
10,000
133(4)
1000
10,000
135(2)
1000
10,000
137(6)
100
2,000

20
200
139(4)
200
50,000
141(7)
20
200
142(1)
400
5,000
143(10)
20
200
150(4)
200
2,000
151(8)
1000
10,000
155(4)
200
2,000

20
200
156
40
500

20
200
157(3)
20
200
157(4)
10
200
158(5)
20
200
159(3)
20
200
160(3)
20
200
161(3)
40
500

20
200
164(8)
20
200
166(5)
200
2,000
167(3)
200
2,000

20
200
168(3)
200
2,000
169(6)
200
2,000

20
200
172(1)
400
5,000
173(3)
40
500

20
200
175(3)
1000
10,000
176(6)
20
500
177(2)
100
2,000

20
200
187(1)
1000
10,000
189(6)
1000
10,000
190(4)
1000
10,000
192(9)
200
2,000
193(5)
1000
10,000
194(5)
200
2,000

20
200
195(6)
1000
10,000
197(6)
20
200
201(3)
20
200
204(4)
20
200
205(5)
20
200
206(4)
20
200
210(3)
400
5,000

100
500
210(9)
400
5,000

100
500
210(12)
400
5,000

100
500
211(4)
400
5,000
213(2)
400
5,000
213(4)
100
2,000

25
200
213(8)
100
2,000

25
200
215(3)
100
2,000

25
200
217(10)
100
2,000

25
200
222(9)
400
5,000

100
500
229(4)
100
2,000

25
200
230(5)
100
2,000

25
200
230(9)
100
2,000

25
200
230(13)
100
2,000

15
200
231(2)
100
2,000
232(4)
400
5,000
232(5)
100
2,000

25
200
232(6)
100
2,000

25
200
247(5)
20
200
250(3)
200
2,000

20
200
251(5)
1000
10,000

20
200
257(6)
200
2,000

20
200
261(3)
20
200
273(3)
20
200
276(4)
1000
10,000
278(4)
200
2,000

20
200
279(10)
200
2,000
291(3)
200
2,000

20
200
292(3)
20
200
292(8)
20
200
292(9)
200
2,000

20
200
296(2)
40
500
300(3)
20
200
301(2)
20
200
302(2)
200
2,000
318(2)
20
200
334(4)
200
2,000
354(1)
2000
20,000

200
2,000
362(3)
100
1,000
362(7)
200
2,000

20
200
365(3)
20
200
367
20
200
378
1000
10,000
380(11)
400
5,000

1000
10,000
381(1)
5000
50,000
381(3)
2500
20,000
382(1)
2500
20,000
383(1)
500
50,000
383(2)
2500
50,000
384
500
5,000
385
5000
50,000
386
5000
50,000
387(2)
1000
10,000

400
5,000
388(3)
1000
10,000
389
20
1,000
390(2)
20
1,000
391(2)
100
10,000
403(1)
20
1,000
403(2)
20
1,000

I hereby certify that the above is a fair print of the Companies (Amendment) Act 1994 which has been made by the National Parliament.

Clerk of the National Parliament.

I hereby certify that the Companies (Amendment) Act 1994 was made by the National Parliament on 7 June 1994.

Speaker of the National Parliament.


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