Turks and Caicos Company Law - Turks and Caicos Company Ordinance

Turks and Caicos Company Ordinance is legislation developed for the purpose of defining Company Law in Turks and Caicos. You will find below the key extracts from the Turks and Caicos Company Ordinance along with the full act.

§29. Company Name

(1) No company shall be registered by a name which—

  • (a) is identical with that by which a company in existence is already registered or so nearly resembles that name as to be calculated to deceive
  • (b) contains the words “Chamber of Commerce”
  • (c) except with the express written consent of the Permanent Secretary, Finance, contains, whether in English or any other language, the words “assurance”, “bank”, “Building Society”, “Commonwealth”, “Co-operative Society”, “fidelity”, “friendly society”, “guarantee”, “indemnity”, “insurance”, “re-insurance”, “trust”, “trustee”, “underwriter”
  • (d) is, in the opinion of the Registrar undesirable or misleading.
  • (a) contains the words “royal”, “imperial”, or “empire”
  • (b) contains the words “municipal” or “chartered”

§48. Registered Office

Every company shall have a registered office in a building situate within the Islands, to which all communications and notices may be addressed. If any company carries on business without having such an office it shall incur a penalty of $25 for every day during which business is so carried on.

§6. Memorandum of Association

  • (1) Where a company is formed on the principle of having the liability of its members limited to the amount unpaid on their shares (hereinafter referred to as a company limited by shares) the memorandum of association shall, subject to subsection (2) of this section, contain—
  • (a) the name of the proposed company
  • (b) a statement that the registered office of the company is within the Islands, and the address of such registered office;
  • (c) Repealed by Ord. 4 of 1994;
  • (d) a declaration that the liability of the members is limited; and
  • (e) the amount of nominal capital with which the company proposes to be registered, divided into shares of a certain fixed amount which capital or aggregate consideration may be expressed in and subscribed for, or paid, in any one or more currencies.

§18A. Directors and Secretary

(1) Every company shall have not less than one director and a secretary. Every company to have at least one director and a secretary

(2) A sole director of a company may also be the secretary.

§176. Company Restoration

If a company or any member, creditor or interested party thereof feels aggrieved by the company having been struck off the register in accordance with the provisions of this Ordinance, the Registrar or the Court, on the application of such company, member, creditor or interested party made within two years or such longer period not exceeding ten years as the Registrar may allow from the date on which the company was so struck off, may apply to Registrar to be reinstated thereof carrying on business or in operation, or otherwise that it is just that the company be restored to the register, order the name of the company to be restored to the register, on payment by the company of a reinstatement fee equivalent to the original incorporation or registration fee, and on such terms and conditions as to the payment of unpaid annual fees or otherwise as the Registrar or the Court may determine, and thereupon the company shall be deemed to have continued in existence as if its name had not been struck off; and the Registrar or the Court may by the same or any subsequent order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off.

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