Table Of ContentCommonwealth Caribbean Company
Law
In the last twenty-five years, company law in the Commonwealth Caribbean
has undergone dramatic changes, from a model influenced by English law to a
new, harmonised collection of regional legislation based on the Caricom and
CLI Model Acts, varying substantially across Caricom member states.
The variation within Caribbean company law presents an enormous challenge,
both in terms of the breadth of the subject and in addressing the difference in
provisions of one state’s Company Law Act as opposed to that of another.
Using the Caricom Model Act and CLI Model Act as a basis for its structure,
Commonwealth Caribbean Company Law examines and compares regional
implementation of company law in an accessible and comprehensive manner
that will be invaluable to students and practitioners in the region.
Andrew Burgess is a Professor of Corporate and Commercial Law and is
currently serving as a Justice of Appeal on the Barbados Court of Appeal. He
is a former Dean of the Faculty of Law of the University of the West Indies
and a former Judge and President of the Inter-American Development Bank
Administrative Tribunal in Washington, DC.
COMMONWEALTH CARIBBEAN LAW SERIES
The Commonwealth Caribbean Law Series is the only series of law books that
covers the jurisdiction of the English speaking Caribbean nations. The titles in
the series were first published in 1995 to acclaim from academics, practitioners
and the judiciary in the region. Several editions followed, and they have now
become essential reading for those learning and practising Caribbean law.
This must have series is required holdings for any law library specialising in
Caribbean legal information.
Titles in this series include:
Alternative Dispute Resolution
Albert Fiadjoe
Commonwealth Caribbean Administrative Law
Eddy Ventose
Commonwealth Caribbean Business Law 2/e
Rajendra Ramlogan and Natalie Persadie
Commonwealth Caribbean Civil Procedure 2/e
Gilbert Kodilinye and Vanessa Kodilinye
Commonwealth Caribbean Constitutional Law
Sir Fred Phillips
Commonwealth Caribbean Criminal Practice and Procedure 3/e
Dana S. Seetahal
Commonwealth Caribbean Land Law 1/e
Sampson Owusu
Commonwealth Caribbean Law and Legal Systems 2/e
Rose-Marie Belle Antoine
Commonwealth Caribbean Property Law 3/e
Gilbert Kodilinye
Commonwealth Caribbean Public Law 3/e
Albert Fiadjoe
Commonwealth Caribbean Tort Law 4/e
Gilbert Kodilinye
Commonwealth Caribbean Law of Trusts 3/e
Gilbert Kodilinye and Trevor Carmichael
Judicial Review in the Commonwealth Caribbean
Rajendra Ramlogan
Forthcoming titles:
Commonwealth Caribbean Contract Law
Gilbert Kodilinye and Maria Kodilinye
Commonwealth Caribbean Employment and Labour Law
Natalie Corthésy and Carla-Anne Harris-Roper
Commonwealth Caribbean
Company Law
Andrew Burgess
First published 2013
by Routledge
2 Park Square, Milton Park, Abingdon, Oxon OX14 4RN
Simultaneously published in the USA and Canada
by Routledge
711 Third Avenue, New York, NY 10017
Routledge is an imprint of the Taylor & Francis Group, an informa business
© 2013 Andrew Burgess
The right of Andrew Burgess to be identified as author of this work has been asserted by him in accordance
with sections 77 and 78 of the Copyright, Designs and Patents Act 1988.
All rights reserved. No part of this book may be reprinted or reproduced or utilised in any form or by any
electronic, mechanical, or other means, now known or hereafter invented, including photocopying and
recording, or in any information storage or retrieval system, without permission in writing from the
publishers.
Trademark notice: Product or corporate names may be trademarks or registered trademarks, and are used only
for identification and explanation without intent to infringe.
British Library Cataloguing in Publication Data
A catalogue record for this book is available from the British Library
Library of Congress Cataloging in Publication Data
A catalog record for this book has been requested
ISBN 978-0-415-66006-8 (hbk)
ISBN 978-0-415-66007-5 (pbk)
Typeset in Baskerville by RefineCatch Ltd, Bungay, Suffolk
This book is dedicated to Sandra, and also to Ayo and Leah, Akil and Ashley,
and Kwame and Karey
And
To all students of Commonwealth Caribbean Company Law.
Contents
Preface
Table of Cases
Table of Statutes
1 MODERN COMMONWEALTH CARIBBEAN COMPANY LAW IN
PERSPECTIVE
INTRODUCTION
ENGLISH ORIGINS OF COMMONWEALTH CARIBBEAN COMPANY
LAW
Legislative roots
Summary of English Company Legislation in the Commonwealth
Caribbean
ENGLISH CASE LAW DEVELOPMENTS AND COMMONWEALTH
CARIBBEAN COMPANY LAW
An overview
NEW COMPANIES LEGISLATION IN THE COMMONWEALTH
CARIBBEAN
Caricom Draft Model Act and the Barbados Act
Purposes of the new Companies Acts
Major changes introduced by new Companies Acts
Canadian cases in Commonwealth Caribbean company law
Methodological problems and solutions
CONCLUSION
2 CLASSIFICATION OF COMPANIES
INTRODUCTION
MEANING OF ‘COMPANY’
PRIVATE AND PUBLIC COMPANIES
PUBLIC COMPANIES AND COMPANIES WHICH ARE NOT PUBLIC
COMPANIES
Non-profit companies
Incorporation
Directors
Membership
Bye-laws
Dissolution and distribution of property
COMPANIES LIMITED BY GUARANTEE
Meaning of company limited by guarantee
Uses of company limited by guarantee
Incorporation of companies limited by guarantee
COMPANIES INCORPORATED OUTSIDE THE TERRITORY
CONCERNED
Overview of the provisions in the Acts
EXTERNAL COMPANIES
Carrying on of undertaking by external company
Obligation to register
Requirements for registration
Restrictions on activities
Obligation to name attorney
Certificate of registration
Effect of registration
Suspension of registration
Cancellation of registration
Revival of registration
Name display
Fundamental changes
Returns
Incapacity of external company
Resumption of action
OUTSIDE COMPANIES
Obligation to deliver documents to Registrar
Power of Registrar to direct name change of outside company
Power of outside company to hold land
Duty of outside company to deliver to Registrar alteration of documents
Duty in respect of outside company’s accounts
Obligation to state name of its country of incorporation
Service on outside company
Removing outside company’s name from the register
FORMER-ACT COMPANIES
CONSTRAINED SHARE COMPANIES
