Variable Capital Companies Act 2018 · 2020 Revised Edition · Part 6 · Management and Administration
66. Register of director’s shareholdings
Feedback & supportA VCC must keep a register showing, with respect to each director of the VCC, particulars of —
VCC
“VCC” or “variable capital company” means a body corporate incorporated as such under this Act;
shares in the VCC or in a related corporation, being shares of which the director is a registered holder or in which the director has an interest, and the nature and extent of that interest;
debentures of the VCC or a related corporation which are held by the director or in which the director has an interest, and the nature and extent of that interest;
units in a collective investment scheme made available by a related corporation of the VCC which are held by the director or in which the director has an interest, and the nature and extent of that interest;
rights or options of the director or of the director and another person in respect of the acquisition or disposal of shares in the VCC or a related corporation; and
contracts to which the director is a party or under which the director is entitled to a benefit, being contracts under which a person has a right to call for or to make delivery of shares in the VCC or in a related corporation.
A VCC need not show in its register, with respect to a director, particulars of shares in a related corporation that is a wholly‑owned subsidiary of the VCC or of another corporation.
director
“director” has the meaning given by section 4(1) of the Companies Act 1967;
A VCC that is a wholly-owned subsidiary of another company or VCC (called in this subsection an entity) is treated as having complied with this section in relation to —
subsidiary
“subsidiary” has the meaning given by section 5 of the Companies Act 1967;
a director of that entity; or
a chief executive officer (as defined in section 4(1) of the Companies Act 1967 of that entity (being a company)), whether or not he or she is also a director of that entity,if the particulars required by this section to be shown in the registers of the VCC with respect to the director or chief executive officer (as the case may be) are shown in the registers of the entity.
For the purposes of subsections (2) and (3), a company or VCC (called in this subsection the first entity) is a wholly‑owned subsidiary of another company or VCC (called in this subsection the second entity) if the first entity does not have any member that is not —
company
“company” has the meaning given by section 4(1) of the Companies Act 1967;
the second entity;
a nominee of the second entity;
a subsidiary of the second entity, being a subsidiary that does not have any member that is not the second entity or a nominee of the second entity; or
a nominee of such a subsidiary.
A VCC must, within 3 days after receiving notice from a director under section 165(1)(a) of the Companies Act 1967 as applied by section 67, enter in its register in relation to the director the particulars mentioned in subsection (1), including —
the number and description of shares, debentures, units in a collective investment scheme (if applicable), rights, options and contracts to which the notice relates; and
the particulars mentioned in subsection (6) in respect of shares, debentures, units in a collective investment scheme (if applicable), rights or options acquired or contracts entered into after the director became a director.
The particulars in subsection (5)(b) are —
the price or other consideration for the transaction (if any) by reason of which an entry is required to be made under this section; and
the date of —
the agreement for the transaction or (if it is later) the completion of the transaction; or
where there was no transaction, the occurrence of the event by reason of which an entry is required to be made under this section.
A VCC must, within 3 days after receiving a notice from a director under section 165(1)(b) of the Companies Act 1967 as applied by section 67, enter in its register the particulars of the change mentioned in the notice.
A VCC is not, by reason of anything done under this section, to be taken for any purpose to have notice of, or to be put upon inquiry as to, the right of a person or in relation to a share in the VCC or a debenture of the VCC.
Subject to this section, a VCC must keep its register at its registered office, and the register must be open for inspection —
by a member of the VCC without charge; and
by any other person on payment for each inspection of a sum of $3 or such lesser sum as the VCC requires.
A person may request a VCC to provide the person with a copy of its register or any part of the register on payment in advance of a sum of $1 or such lesser sum as the VCC requires for every page or part of a page required to be copied, and the VCC must send the copy to that person within 21 days or such longer period as the Registrar thinks fit after the day the VCC received the request.
Registrar
“Registrar” means the Registrar of VCCs appointed under this Act, and includes any Deputy or Assistant Registrar of VCCs;
The Registrar may by written notice require a VCC to send to the Registrar within such time as may be specified in the notice a copy of its register or any part of its register.
It is a defence to a prosecution for failing to comply with subsection (1) or (5) in respect of particulars relating to a director if the defendant proves that the failure was due to the failure of the director to comply with section 165 of the Companies Act 1967 as applied by section 67 with respect to those particulars.
In this section, a reference to a person who holds or acquires shares, debentures or units in a collective investment scheme, or an interest in any of these, includes a person who, under an option, holds or acquires a right to acquire or dispose of a share, debenture or a unit in a collective investment scheme, or an interest in any of these.
debenture
“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;
For the purposes of this section and section 165 of the Companies Act 1967 as applied by section 67, section 7 of the Companies Act 1967 (except subsection (3)) as applied by section 2(6), and section 2(7), apply in determining whether a person has an interest in a debenture or unit in a collective investment scheme, and in applying section 7 of the Companies Act 1967, a reference to a share is to a debenture or unit in a collective investment scheme.
unit
“unit”, in relation to a collective investment scheme, has the meaning given by section 2(1) of the Securities and Futures Act 2001;
For the purposes of this section —
a director of a VCC is considered to hold or have an interest or a right in or over any shares or debentures if —
a wife or husband of the director (not being herself or himself a director of the VCC) holds or has an interest or a right in or over those shares or debentures; or
a child below 18 years of age of that director (not being himself or herself a director of the VCC) holds or has an interest in those shares or debentures;
a contract, assignment or right of subscription is considered as having been entered into or exercised or made by a director if it is entered into, exercised or made by —
the wife or husband of the director (not being herself or himself a director of the VCC); or
a child below 18 years of age of the director (not being himself or herself a director of the VCC); and
a grant is considered as having been made to a director if it is made to —
the wife or husband of the director (not being herself or himself a director of the VCC); or
a child below 18 years of age of the director (not being himself or herself a director of the VCC).
In subsection (15), “child” includes stepson, adopted son, stepdaughter and adopted daughter.
If subsection (1), (5), (7), (9) or (10) 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 $15,000 or to imprisonment for a term not exceeding 3 years and, in the case of a continuing offence, to a further fine of $1,000 for every day or part of a day during which the offence continues after conviction.
officer
“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);