INTERNATIONAL BUSINESS COMPANIES REGULATIONS, 2014
ARRANGEMENT OF REGULATIONS
REGULATION
PART II
INTERNATIONAL BUSINESS COMPANIES GENERALLY
SCHEDULE 1: Prescribed Words and Expressions requiring approval
SCHEDULE 2: Prescribed Forms
SCHEDULE 3: Fees and Penalties
STATUTORY RULES AND ORDERS
2014 NO. 3
IN EXERCISE of the powers conferred by sections 23 and 91 of the MOHELI(MWALI) International Business Companies (Amendment and Consolidation Act) 2010, the Governor makes the following Regulations:
PART I PRELIMINARY PROVISIONS
“Act” means the International Business Companies (Amendment and Consolidation) Act 2010; “Authority” means the Authority as defined in the Act;
“dollar” or “$” means a dollar in the currency of the United States of America; “functionary” means:
(a) in the case of a mutual fund SCC, the manager, administrator, investment advisor, custodian or any other person approved by the Authority;
(b) in the case of an insurance company SCC, a manager, broker, agent, actuary, or any other person approved by the Authority;
“insurance company” means an insurer licensed under the International Insurance (Amendment and Consolidation) Act 1998;
“insurance company SCC” means a segregated cell company that is an insurance company;. “mutual fund” means a company that is recognized as an accredited or a private fund, or that is
registered as a public fund, under the Mutual Funds (Amendment) Act, 1998;
“mutual fund SCC” means a segregated cell company that is a mutual fund.
INTERNATIONAL BUSINESS COMPANIES GENERALLY
The words and expressions set out in Schedule 1 are prescribed as words and expressions that require the approval of the Registrar before they can be used in the name of an international business company.
The forms set out in Schedule 2 are prescribed for use in the matters to which they relate.
(1) An individual with a bona fide intention to use a name for incorporation or continuation of an international business company under the Act shall submit to the Registrar in duplicate a completed version of Form 2 prescribed in Schedule 2 for each company name being reserved pursuant to section 11 (1) of the Act.
(2) No fee is payable under this regulation in respect of a period of seventy two hours and under but thereafter a fee is payable and shall be as prescribed in Schedule 3.
(3) Name reservations may be renewed by the submission of a new Form 2 together with the prescribed fee in Schedule 3.
(4) Where the completed Form 2 is accepted, the Register shall deliver to the applicant a certified copy of the approved Form 2 under his hand and seal.
(a) a Certificate of Incorporation (Form 1); or
(b) a Certificate of Continuation, Registration, Merger or as appropriate; and
(c) a certified copy of the certificate in (a) or (b) above)) relevant to the filing of the Articles;
(2) The Registrar shall, on the receipt and acceptance of the duly amended Articles and the appropriate fee, register the amended Articles.
(2) The Registrar shall upon receipt and acceptance of the duly completed Form 6 and the appropriate fee, register the change of registered office or registered agent, or both, in the Register.
(2) The Registrar shall upon receipt and acceptance of the duly completed Form 8 and the prescribed fee register the charge in the Register of Registered Charges and issue to the international business company a certificate in the prescribed form (Form 9).
(2) The Registrar shall upon receipt and acceptance of the duly completed Form 10 and the prescribed fee register the variation of charge and issue to both the chargee and the international business company a certificate of variation of charge in the prescribed form (Form 11).
(2) The Registrar shall upon receipt and acceptance of the duly completed Form 12 and the prescribed fee issue to both the chargee and the international business company a certificate of cessation of charge in the prescribed form (Form 13).
(2) The Registrar shall deliver a certificate of Merger in the form prescribed in Form 15 of Schedule 2 upon registration thereof.
(3) An international business company shall be issued a certified copy of the Certificate of Merger pursuant to regulation.
(2) The Registrar shall deliver a certificate of Merger or Consolidation to the company in the form prescribed in Form 15 of Schedule 2 upon registration thereof.
(3) An international business company shall be issued a certified copy of the certificate of Merger or Consolidation pursuant to regulation.
(2) The Registrar shall upon receipt of the Articles of Dissolution has been complied with by the company, its directors and liquidator, issue to the company a Certificate of Dissolution in the form prescribed in Form 22 of Schedule 2.
(2) Where an international business company does not makes the election under section 180 (2) of the Act, the Registrar shall issue such company with a Certificate of Exemption from Direct Taxes in the form prescribed in Form 26 of Schedule 2 upon its incorporation or continuation as the case may be.
(2) Where there has been any change in the directors or members (as the case may be) or in any information pertaining thereto, the international business company shall, within 14 days of such change, submit to the Registrar in duplicate, the form prescribed in Form 28 of Schedule 2, together with the appropriate fee.
(3) An international business company that wishes to cancel the election shall submit to the Registrar in duplicate completed Form 29 as set out in Schedule 2 together with the prescribed fee.
(a) its name;
(b) its unique identification number;
(c) the name of the current registered agent;
(d) its registered office;
(e) the document being requested; and
(f) the name, address and status (i.e. director, member, officer or registered agent) of person making the request.
(1) (a) An international business company shall submit to the Registrar under the cover of an explanatory letter, in duplicate, any document permitted but not required to be registered under the provisions of the Act together with the relevant fee prescribed in Schedule 3.
(b) The Registrar shall upon receipt thereof register the documents in the Register and shall maintain them in the same manner as the Register is required to be maintained under the Act.
( 3) (a) An international business company shall submit to the Registrar on or before the 1st day of January of each year the annual fees due under the Act and prescribed in Part 1 of Schedule 3.
(b) An international business company that fails to make payment by the prescribed date is liable to pay a penalty as set forth in Part 2 of Schedule 3.
(c) The Registrar may exercise his power and strike from the Register any company that fails to pay the outstanding fee and penalty by the 31st day of December following the 1st January upon which such fee first became payable.
(2) The penalty for failing to make payments when due are set out in Part 2 of Schedule 3.
PRESCRIBED WORDS AND EXPRESSIONS
Assurance, Assurance Broker, Assurer, Authority,
Banc, Banca, Bancaria, Bancaire, Bancario, Banco, Bancomer, Bancorp, Bancos, Bangko, Bank, Banka, Bankas, Bankasi, Banke, Banken, Banker, Bankhaus, Banki, Bankiers, Banking, Bankin’ny, Bankirsky, Bankos, Bankverein, Banky, Banque, Banquier, Banquiers, Building Society,
Casualty, Chamber of Commerce, Charity, Charitable, Co-operative, Co-op, Credit, Creditbank, Credit Union, Creditanstalt, Credito,
Discontobank,
Friendly Society, Fiduciary, Fund,
Gennossenschaftsbank, Girobank, Girozentrale, Government, Guarantee Handelsbank, Hypothekenbank,
Indemnity, Insurance, Insurance Broker, Insurer, Kantonalbank, King, Kontrolbank, Kretit, Kredietbank, Landesbank, Lottery, Lotto,
Majesty Nationalbank,
Pankki, Patent, Patent Office, Police, Post Office, Prince, Princess, Privatbank, Queen,
Re-assurance, Re-assurance Broker, Re-assurer, Red Cross, Re-insurance, Re-insurance Broker, Re-insurer, Royal, Royale, Royalty,
Stock Exchange, Surety Trade Union, Trust, Trustee Underwriter,
PRESCRIBED FORMS
FORM 1
MOHELI(MWALI)
INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010
(Name of International Business Company)
(International Business Company Number)
I hereby certify that the above-mentioned International Business Company,
the Articles of Incorporation of which are attached hereto, was incorporated under the International Business Companies Act (Amendment and Consolidation Act) 2010, on
(Date of Incorporation)
REGISTRAR OF INTERNATIONAL
BUSINESS COMPANIES
FORM 2
MOHELI(MWALI )
INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010
Address: Telephone: Fax No.:
If person making the request is a registered agent, state name and licence number: Name:
Licence number:
2. 7.
3. 8.
4. 9.
5. 10.
Yes [ ] No [ ]
[ ] Incorporation
[ ] Continued company [ ] Change of name
—state present name and company number [ ] Amalgamation
—state names and company numbers of amalgamating companies
Date Filed: Received By:
[ ] Yes, Name # ……………………........... appears to be available and is reserved for you
for 72 hours free of charge …………………..
[ ] No, Name #. …………………..is not available. Please see reasons below: [ ] Prohibited
[ ] Too similar to attached names
[ ] Obscene or on public grounds objectionable [ ] Other
FORM 3
MOHELI(MWALI)
INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010
Mailing Address:
Address:
(ii) Select the description (if any) which further defines the attributes of the International Business Company being incorporated. (Check ALL boxes that apply)
; ; and
authorised to issue is
.
shares
with aggregate Capital Value of [currency]
(i) The number of shares to be issued as bearer shares is:
(ii) The number of shares to be issued as registered shares is:
(iii) If shares issued to bearer are to be issued, state the manner in which a required notice is to be given to holders of such shares:
(iv) Registered shares may be exchanged for shares issued to bearer as follows:
(v) Shares issued to bearer may be exchanged for registered shares as follows:
That he shall undertake to contribute to the assets of the International Business Company in the event of the International Business Company being wound up during the time that he is a member, or within one year afterwards, for the payment of the debts and liabilities of the International Business Company contracted before the time at which he ceases to be a member, and of the costs, charges and expenses of the winding-up of the company, and for the adjustment of the rights of the contributors amongst themselves-
[ ] in an amount not exceeding US$ ; or
[ ] in an unlimited amount.
Yes [ ] No [ ]
Dated the day of 20
By: Name:
WITNESSED BY A RESIDENT OF MOHELI (MWALI):
Signature: Name:
Address:
Date: day of 20
Company No: Agent Code No: Date Filed: Received By:
FORM 4
MOHELI (MWALI)
INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010
Company No: Agent Code No: Date Filed: Received By:
FORM 4
MOHELI (MWALI)
INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010
Company No: Agent Code No: Date Filed: Received By:
FORM 6
MOHELI (MWALI)
INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010
(b) Nature and Date of Adoption of Resolution
3.
Registered Office:
Address: Mailing Address:
Name: Address: Mailing Address:
Company No: Agent Code No: Date Filed: Received By:
FORM 7
MOHELI (MWALI)
INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010
Address: Mailing Address:
or
[ ] Revokes its election to be subject to the above provisions.
In revoking its election, the company confirms that:
[ ] No charge has been registered in respect of the company
or
[ ] All charges that have been registered have ceased to affect the property of the company and in respect of each charge registered, the appropriate notice has been registered.
(please check appropriate box)
Company No: Agent Code No: Date Filed: Received by:
FORM 8
MOHELI (MWALI)
INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010
3.
Registered Office:
Address: Mailing Address:
Name: Address: Mailing Address:
Date: Signature: Title:
Company No: Agent Code No: Date Filed: Received by:
FORM 9
MOHELI(MWALI)
INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010
(Name of International Business Company)
(International Business Company Number)
I hereby certify that on the date and at the time specified below, there was registered against the above- mentioned International Business Company in the Register of Charges pursuant to the International Business Companies Act (Amendment and Consolidation Act) 2010, the following Charge:
Name of Chargee:
Type of Charge: [Fixed/ Floating] Time of Registration: [ ] [ ] :[ ] [ ] (Hours/minutes)
(Date of Registration of Charge)
REGISTRAR OF INTERNATIONAL
BUSINESS COMPANIES
FORM 10
MOHELI(MWALI)
INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010
Address: Mailing Address:
Company No: Agent Code No: Date Filed: Received by:
FORM 11
MOHELI(MWALI)
INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010
(Name of International Business Company)
(International Business Company Number)
I hereby certify that on the date and at the time specified below, the charge registered against the above- mentioned International Business Company in the Register of Charges was varied in the form and manner set out below pursuant to the
International Business Companies (Amendment and Consolidation Act) 2010:
Date of Registration of Charge: Name of Chargee:
Type of Charge: [Fixed/ Floating]
Time of Variation: [ ] [ ]:[ ] [ ] (Hours/minutes) Form of Variation of Charge:
(Date of Variation of Charge)
REGISTRAR OF INTERNATIONAL
BUSINESS COMPANIES
FORM 12
MOHELI(MWALI)
INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010
Address: Mailing Address:
For and on behalf of: Company name: Name of chargee:
Company No: Agent Code No: Date Filed: Received by:
FORM 13
MOHELI(MWALI)
INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010
(Name of International Business Company)
(International Business Company Number)
I hereby certify that on the date and at the time specified below, the charge registered against the above- mentioned International Business Company in the Register of Charges ceased to be of force and effect pursuant to the
International Business Companies (Amendment and Consolidation Act) 2010:
Date of Registration of Charge: Name of Chargee:
Type of Charge: [Fixed/ Floating]
Time of Cessation: [ ] [ ] :[ ] [ ] (Hours/minutes)
(Date of Cessation of Charge)
REGISTRAR OF INTERNATIONAL
BUSINESS COMPANIES
Form 14
MOHELI(MWALI)
INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010
Name: Address:Company Title: Nationality: Date Appointed:
Name: Address:Class of Member: Nationality: Date Appointed:
Company No: Agent Code No: Date Filed: Received By:
* Delete inappropriate word
FORM 15
MOHELI(MWALI)
INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010
Company No: Agent Code No: Date Filed: Received By:
* Delete inappropriate word
FORM 16
MOHELI(MWALI)
INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010
(Name of International Business Company)
(International Business Company Number)
I hereby certify that the above-mentioned International Business Company
Incorporated under the International Business Companies (AMENDMENT AND CONSOLIDATION) ACT 2010, on
(Date of Incorporation)
The validity of this certificate expires on:
Dated this day of
[SEAL] REGISTRAR OF INTERNATIONAL
BUSINESS COMPANIES
PART 1 FEES
US$ Registration of a company …………………………………………………………100
Annual Fee …………………………………………………………………………200
Issuing a certificate of dissolution, restoration or discontinuance………………….250
Any other Application or filing…………………………………………………….50
PART 2 PENALTIES
An international business company that fails to pay the annual fee under Part 1 of this Schedule by the 1st day of January each year shall, in addition to the annual fee, pay a penalty of an amount equal to 10% of the annual fee for each month for which such fees are in arrears.
(Date)
Mwali International Services Authority, Registrar of Companies, BP 724, Fomboni, Mwali, Autonomous Island of Mwali (Moheli), Comoros Union, East Africa E-mail: This email address is being protected from spambots. You need JavaScript enabled to view it. http://www.mwaliregistrar.com/ (C) Copyright Mwali International Services Authority (MISA) 1998-2019, All rights reserved.