In force2020 Revised Edition

Contents

Variable Capital Companies Act 2018 · 2020 Revised Edition · Part 5 · Shares, Debentures and Charges

38. Duties of VCC with respect to allotments and transfers

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(1)

Subject to subsection (2), every VCC must —

(a)

within 60 days after the allotment of any of its shares or debentures; and

(b)

within 30 days after the date on which a transfer (other than a transfer that the VCC is for any reason entitled to refuse to register and does not register) of any of its shares or debentures is lodged with the VCC,complete and have ready for delivery all the appropriate certificates and debentures in connection with the allotment or transfer.

(2)

Subsection (1) does not require a VCC to complete and have ready for delivery share certificates in the following circumstances:

(a)

where the VCC’s constitution states that share certificates will not be issued, and contains a provision for the issue of written confirmations of entry in the register of members;

(b)

where the shareholder has indicated to the VCC in writing that the shareholder does not wish to receive a certificate.

(3)

If subsection (1) is contravened, the VCC and every officer of the VCC who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $1,000, and also to a default penalty.

(4)

If any VCC on which a notice has been served requiring the VCC to make good a failure to comply with subsection (1), fails to make good the failure within 10 days after the service of the notice, the Court may, on the application of the person entitled to have the certificate or debenture delivered to the person, make an order directing the VCC and any officer of the VCC to make good the failure within the time specified in the order.

(5)

The order in subsection (4) may provide that all costs of and incidental to the application are to be borne by the VCC or by any officer of the VCC in default in such proportions as the Court thinks fit.

Terms defined in s 2

constitution
Defined · s 2
“constitution”, in relation to a VCC, means the constitution of the VCC that is registered with the Registrar under section 16(4), as may be amended from time to time;
Open s 2
Court
Defined · s 2
“Court” means the General Division of the High Court;
Open s 2
debenture
Defined · s 2
“debenture” includes debenture stock, bonds, notes and any other securities of a VCC whether constituting a charge on the assets of the VCC or not, but does not include —(a)a cheque, letter of credit, order for the payment of money or bill of exchange;(b)subject to the regulations made under section 165, a promissory note having a face value of not less than $100,000 and having a maturity period of not more than 12 months; and(c)for the purposes of a prescribed provision of this Act, such instrument or class of instruments as may be prescribed;
Open s 2
default penalty
Defined · s 2
“default penalty” means a default penalty within the meaning of section 147;
Open s 2
officer
Defined · s 2
“officer”, in relation to a VCC or other corporation, includes —(a)any director or secretary of the corporation or a person employed in an executive capacity by the corporation;(b)a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and(c)any liquidator of the corporation (being a VCC or company) appointed in a voluntary winding up,but does not include —(d)any receiver who is not also a manager;(e)any receiver and manager appointed by the Court;(f)any liquidator appointed by the Court or by the creditors; or(g)a judicial manager appointed by the Court under Part 8A of the Companies Act 1967 (if applicable);
Open s 2
register of members
Defined · s 2
“register of members” means a register of members kept by a VCC under section 81;
Open s 2
share
Defined · s 2
“share”, in relation to a VCC, means a unit in a collective investment scheme that is part of the VCC, and includes a share taken by a subscriber to the constitution of a VCC, whether or not it is such unit;
Open s 2
VCC
Defined · s 2
“VCC” or “variable capital company” means a body corporate incorporated as such under this Act;
Open s 2