Gray and Co, lawyers, abogados, international legal services, Panama City

Beth Anne Gray J., LL.B. (Hons.)

P.O. Box 832-0816 - World Trade Centre - Panama City - Republic of Panama

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International Business Companies Act (1984) 

PART XII

Miscellaneous

 

Regulations

112.

(1)

The Governor in Council may, on the advice of the Commission, make regulations generally for giving effect to the provisions of this Act and specifically for prescribing any thing required or permitted to be prescribed by this Act. 

 

 

(2)

Without limiting or affecting subsection (1), the Governor in Council may make regulations with respect to the conduct, duties and responsibilities of registered agents.

 

 

 

(3)

Regulations made under this section may make different provision in relation to different persons, circumstances or cases. 

 

Form of certificate

113.

Any certificate or other document required to be issued by the Registrar under this Act shall be in such form as the Governor in Council may approve.

 

Certificate of good standing

114.

(1)

The Registrar shall, upon request by any person, issue a certificate of good standing under his hand and seal certifying that a company incorporated under this Act is of good standing if the Registrar is satisfied that

 

 

 

(a)

the name of the company is on the Register; and

 

 

 

 

(b)

the company has paid all fees, licence fees and penalties due and payable.

 

 

 

(2)

The certificate of good standing issued under subsection (1) must contain a statement as to whether

 

 

 

 

(a)

the company has submitted to the Registrar articles of merger or consolidation that have not yet become effective;

 

 

 

 

(b)

the company has submitted to the Registrar articles of arrangement that have not yet become effective;

 

 

 

 

(c)

the company is in the process of being wound up and dissolved; or

 

 

 

 

(d)

any proceedings to strike the name of the company off the Register have been instituted.

 

Inspection of documents

115.

(1)

Except as provided in subsection (2) of section 85, a person may

 

 

 

(a)

inspect the documents kept by the Registrar pursuant to this Act; and

 

 

 

 

(b)

require a certificate of incorporation, merger, consolidation, arrangement, continuation, dissolution or good standing of a company incorporated under this Act, or a copy or an extract of any document or any part of a document of which he has custody, to be certified by the Registrar; and a certificate of incorporation, merger, consolidation, arrangement, continuation, dissolution or good standing or a certified copy or extract is prima facie evidence of the matters contained therein.

 

 

 

(2)

A document or a copy or an extract of any document or any part of a document certified by the Registrar under subsection (1) is admissible in evidence in any proceedings as if it were the original document.

 

Jurisdiction

116.

For purposes of determining matters relating to title and jurisdiction but not for purposes of taxation, the situs of the ownership of shares, debt obligations or other securities of a company incorporated under this Act is in the British Virgin Islands.

 

Declaration by court

117.

(1)

A company incorporated under this Act may, without the necessity of joining any other party, apply to the court, by summons supported by an affidavit, for a declaration on any question of interpretation of this Act or of the Memorandum or Articles of the company.

 

 

 

(2)

A person acting on a declaration made by the court as a result of an application under subsection (1) shall be deemed, in so far as regards the discharge of any fiduciary or professional duty, to have properly discharged his duties in the subject matter of the application.

 

Judge in Chambers

118.

A judge of the Supreme Court may exercise in Chambers any jurisdiction that is vested in the court by this Act and in exercise of that Jurisdiction, the judge may award costs as may be just.

 

Commencement

119.

This Act, except for section 98, comes into operation on such day as the Governor appoints by proclamation published in the Gazette.

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