THE COMPANIES ORDINANCE, 1972

Registers of members and debenture holders

102.—(1) Every company shall keep a register of its members and enter therein the following particulars—

(a) the names and addresses of the members and a statement of the shares held by each member, distinguishing each share by its number so long as the share has a number, and of the amount paid or agreed to be considered as paid on the shares of each member ;

(b) the date at which each person was entered in the register as a member;

(c) the date at which any person ceased to be a member.

(2)  The register of members shall be kept at the registered office of the company :

Provided that—

(a)   if the work of making it up is done at another office of the company, it may be kept at that other office ; and

(b)   if the company arranges with some other person for the making up of the register to be undertaken on behalf of the company by that other person, it may be kept at the office of that other person at which the work is done ;

so, however, that it shall not be kept outside Seychelles.

(3)  Every company shall send notice to the Registrar of the place where its register of members is kept and of any change in that place :

Provided that a company shall not be bound to send notice under this subsection where the register has, at all times since it came into existence or, in the case of a register in existence at the commencement of this Ordinance, at all times since then, been kept at the registered office of the company.

(4)  Where a company makes default in complying with subsection (1) of this section, or makes default for fourteen days in complying with subsections (3), the company and every officer of the company who is in default shall be liable to a default fine.

103.—(1) Every company having more than fifty members shall, unless the register of members is in such a form as to constitute in itself an index, keep an index of the names of the members of the company and shall, within fourteen days after the date on which any alteration is made in' the register of members, make any necessary alteration in the index.

(2)  The index shall in respect of each member contain a sufficient indication to enable the account of that member in the register to be readily found.

(3)  The index shall be at all times kept at the same place as the register of members.

(4) If default is made in complying with this section, the company and every officer of the company who is in default shall be liable to a default fine.

104. On the issue of a bearer share certificate the company shall strike out of its register of members the name of the member then entered therein as holding the shares specified in the bearer share certificate as if he had ceased to be a member, and shall enter in the register the following particulars, namely—

(a)   the fact of the issue of the bearer share certificate ;

(b)   a statement of the shares included in the bearer share certicate, distinguishing each share by its number so long as the share has a number ; and

(c)   the date of the issue of the bearer share certificate.

(2)  The bearer of a bearer share certificate shall, subject to the articles of the company, be entitled, on surrendering it for cancellation, to have his name entered as a member in the register of members.

(3)  The company shall be responsible for any loss incurred by any person by reason of the company entering in the register the name of a bearer of a bearer share certificate in respect of the shares therein specified without the bearer share certificate being surrendered and cancelled.

(4)  Until the bearer share certificate is surrendered, the particulars specified in subsection (1) shall be deemed to be the particulars required by this Ordinance to be entered in the register of members, and, on the surrender, the date of the surrender must be entered.

105.—(1) Except when the register of members is closed under the provisions of this Ordinance, the register, and index of the names, of the members of a company shall during business hours (subject to such reasonable restrictions as the company in general meeting may impose, so that not less than two hours in each day be allowed for inspection) be open to the inspection of any shareholder or debenture holder without charge and of any other person on payment of a fee of one rupee, or such less sum as the company may specify, for each inspection.

(2) Any person may require the company to supply him with a copy of the register, or of any part thereof, on payment of one rupee, or such less sum as the company may specify, for every hundred words or fractional part thereof required to be copied. The company shall cause any copy so required by any person to be sent to that person within a period of ten days commencing on the day next after the day on which the requirement is received by the company.

(3)  If any inspection required under this section is refused, or if any copy required under this section is not sent within the proper period, the company and every officer of the company who is in default shall be liable in respect of each offence to a fine not exceeding one hundred rupees and further to a default fine of one hundred rupees.

(4)  In the case of any such refusal or default, the court may by order compel an immediate inspection of the register and index or direct that the copies required shall be sent to the persons requiring them.

(5)  Where, by virtue of proviso (b) to subsection (2) of section 102, the register of members is kept at the office of some person other than the company, and by reason of any default of his the company fails to comply with subsection (3) of that section, or with subsection (3) of section 103, or this section, or with any requirements of this Ordinance as to the production of the register, that other person shall be liable to the same penalties as if he were an officer of the company who was in default, and the power of the court under subsection (4) of this section shall extend to the making of orders against that other person and his officers and servants.

106. A company may, on giving notice by advertisement in some newspaper circulating in Seychelles, close the register of members for any time or times not exceeding in the whole thirty days in each year.

107.—(1) If—

(a)   the name of any person is, without sufficient cause, entered in or omitted from the register of members of a company ; or

(b)   an entry has not been made in the register of the fact that a person has ceased to be a member of the company ; or

(c)   an entry in the register is otherwise incorrect, or there is an omission of some matter required to be entered therein by this Ordinance ; or

(d) any person is, as between himself and the company, entitled to have an alteration made in an entry in the register ; the person aggrieved, or in a case falling under paragraph (a), b) or (c) of this subsection, that person or the company, or any member or shareholder of the company, may apply to the court for the rectification of the register.

(2)  Where an application is made under this section, the court may either refuse the application, or may order rectification of the register and payment by the company of any damages sustained by any party aggrieved.

(3)  On an application under this section the court may decide any question relating to the title of any person who is a party to the application to have his name entered in or omitted from the register, whether the question arises between members or alleged members, or between members or alleged members on the one hand and the company on the other hand, and generally may decide any question necessary or expedient to be decided for rectification of the register.

(4)  The court, when making an order for rectification of the register shall by its order direct notice of the rectification to be given to the Registrar by the company.

108. The register of members shall be prima facie evidence of any matters by this Ordinance directed or authorised to be inserted therein.

109.—(1) Every company shall keep a register of its debenture holders, and shall enter therein the following particulars—

(a)   the names and addresses of the debenture holders, the principal of the debentures held by them respectively, the amount or the highest amount of any premium payable on redemption of the debentures, the issue price of the debentures and the amount of the issue price paid up thereon ;

(b)   the date at which each person was' entered in the register as a debenture holder ; and

(c)   the date on which each person ceased to be a debenture holder.

(2) Subsections (2) to (4) of section 102 and sections 103 to 108 inclusive shall apply to the register of debenture holders as they apply to the register of members, with the substitution of references to debentures and bearer debentures for references to shares and bearer share certificates respectively and (except in section 105(1)) with the substitution of references to debenture holders for references to members and shareholders.

(3)  Section 105 shall also apply to all debenture trust deeds executed by the company covering debentures any of which remain outstanding, and section 105(2) shall apply in respect of such deeds as if the fee therein mentioned were five rupees for a copy of the whole or any part of any such debenture trust deed.

(4)  A debenture holder whose name is entered in the register kept under this section is referred to in this Ordinance as a registered debenture holder.

(5)  Section 23(3) (except paragraph (b) thereof) shall apply to debenture holders as it applies to shareholders, but with the substitution of references to debentures and debenture holders therein for references to shares and shareholders, and with the substitution of registered debenture holders for the persons mentioned in paragraph (a) thereof.

(6)  This section shall apply to debentures issued before or after the coming into force of this Ordinance.