The constitution of the galactic independence uncovered

“Declaration of Galactic Independence”
While respecting the history of the United States of America on the planet Earth, we the
property owners and soon to be dual citizens of both Celestial property and Earth
countries, do appreciate the words and essence of the Declaration of Independence of
1776.
There comes a time when all persons must break away from the constraints and
misconceptions of the perceived good. Human history has shown the citizens on planet
Earth when governments enact arbitrary laws that are ambiguous, self serving, and
counter productive to certain unalienable rights that are among these: Life, Liberty and
the Pursuit of Happiness that tolerance of the governed is abandoned.
We are entering an age of Universal knowledge replete with the dynamics of the human
experience. Our Pioneering spirit has been awakened. We seek the satisfaction of not
only owning celestial lands but also inhabiting, developing and nurturing them as well.
In keeping with the traditions of governments as we see them through history we find
boundless intervention to stop the fulfillment of all humans to exercise our rights to
possession of these truly inalienable lands. When it comes to pass that provision of
expected access to those lands is denied by the governments it becomes the
responsibility of the citizens and property holders of those celestial bodies to take
drastic actions. Conceptually we see the truth as being self-evident that all people are
created equal. Governments’ actions do not seem consistent with this concept and so
we are adapting accordingly. It is because of the actions of the governments on planet
Earth that we the landlords of the celestial lands in the Solar System including all
moons and planets as we know them and for the ones to be discovered excluding
Earth, take the peaceful resolution to inform all governments on planet Earth that we
have democratically achieved our resolve to become a free sovereignty. As a free
sovereignty it is our desire to create a working relationship with the governments of
planet Earth so foundations and mutual respect might be achieved early in our growth. If
it were not for the decades of historic records showing the monumental steps made in
support of human rights by the Earth governments we recognize that we would have
little chance to succeed with our quest. It is because of the lessons learned from the
Earth governments that we are capable of rational expectations that we will succeed in
our bid for sovereignty.
We, the Human Beings and celestial property owners on the planet Earth, do hereby
declare our intention to become self ruling, so that we might venture forth to find a new
combined destiny of self promotion and colonization. As a strong learned group ofhighly developed individuals with a desire and compulsion to reach beyond our Earth
limitations, we commit our energies and resources to developing a way of life, sharing
freedom and equality with all. We applaud our differences and recognize that these
qualities have given our single mindedness strength and direction unknown to our
Human ancestors. It is our diversity, our humanism that demands this growth process
be taken to the next evolutionary step, creating a space-faring civilization. We shall
create a one vote for one property owner process until such time as non property
owners inhabit these celestial lands. There shall be no room for special interests. All
citizens of both Earth and the celestial lands will benefit from the construction of the
legal process as recognized by the Lunar Government. We reserve the rights to
encumber ourselves with the rules required to make a society truly free.We embrace the challenges of this mission and request that all Earthly governments will appreciate and
respect our rights to proceed. We must also recognize that without our home base, Earth, we would be
forever cheated from this experience. We are a driving force in the Lunar and Space Colonization process
and will retain individually our citizenship’s as they are currently represented on Earth and at the same time
create our celestial identity as celestial property owners and citizens thereof. We also invite all humans to
join in the adventure.
It is our fervent desire to accomplish our task without violence or intervention from other governments. We
recognize that we are the pioneers, fueled with decades of lessons and opportunities to create a sovereign
and free society in space. Your acceptance to these precepts will allow the journey to be accomplished
smoothly and to the benefit of all mankind. We respectfully present to all this “Declaration of Galactic
Independence,” this 20
th
Day of July 2001
Dr. Dennis M. Hope
Constitutionally recognized President
Constitution of the Galactic Government
Preamble:
We the People of the Galactic Government, in Order to form a more perfect Union, establish Justice,
insure domestic Tranquility, provide for the common Security, promote the foundations of Freedom, and
secure the Blessings of Liberty to ourselves and our Posterity, do ordain and establish this Constitution for
the Galactic Government. Therefore this document establishes the controls on government and not on the
citizenry due to our belief that the government which governs least governs best and that rugged
individualism and self reliance are inseparable to the attainment of life, liberty, and the pursuit of happiness
which are core to human ingenuity, creativity, and drive for exploration, expansion and expression of
human life.
Article. I.
Section 1.
All legislative Powers herein granted shall be vested in a Congress of the Galactic Government located
within New Hope City, Sea of Tranquility, Moon of Earth, as well as some areas on the planet Earth, which
shall consist of a Senate and House of Representatives.
Section. 2.
Clause 1: The House of Representatives shall be composed of Members chosen through conscription
every fourth Year by the People of the several States. The source of these conscribed representatives willbe drawn initially from the central property owners registry. Representatives shall serve no more than one
term in the house with the exception of the first election, which will require a mandatory 12 year term.
Clause 2: No Person shall be a Representative who shall not have attained to the Age of twenty-five
Years, and been a Citizen of the Galactic Government, when elected, be an Inhabitant of that State in
which the person is being chosen with the exception of the first election.
Clause 3: Representatives and shall be apportioned among the several States currently listed as the
planets, Mercury, Venus, Mars, Jupiter, Saturn, Uranus, Neptune, Pluto and their respective moons, which
shall be included within this government, according to their respective Numbers, which shall be determined
by adding to the Number of Persons. The actual Enumeration shall be made every year after the signing of
this document, and within every subsequent Term of two Years until a basis of population is reached of
25,000 persons, in such Manner as they shall by Law direct. The Number of Representatives shall not
exceed one for every region, state, planetary body, until each reach a population of 25,000 but each State
shall have at Least one Representative.
Clause 4: When vacancies happen in the Representation from any State, the Executive Authority thereof
shall issue Writs of Conscription to fill such Vacancies.
Clause 5: The House of Representatives shall choose their Speaker and other Officers; and shall have the
sole Power of Impeachment.
Clause 6: Until the population of 25,000 inhabitants has been achieved for a specific state,
representatives may reside on Earth as well as their respective state.
Section. 3.
Clause 1: The Senate of the Galactic Government shall be composed of two Senators from each State,
chosen by democratic vote of one vote per citizen for six Years; with the exception of the first Senators
elected which will serve a continuous 12 year term, and each Senator shall have one Vote. Senators shall
serve nor more than two normal terms of office.
Clause 2: Immediately after they shall be assembled in Consequence of the first Election, they shall be
divided as equally as may be into three Classes. The Seats of the Senators of the first Class shall be
vacated at the Expiration of the second Year, of the second Class at the Expiration of the fourth Year, and
of the third Class at the Expiration of the sixth Year, so that one third may be chosen every second Year;
and if Vacancies happen by Resignation, or otherwise, during the Recess of the Legislature of any State,
the Executive thereof may make temporary Appointments until the next Meeting of the Legislature, which
shall then fill such Vacancies.
Clause 3: No Person shall be a Senator who shall not have attained to the Age of thirty Years, and is a
Citizen of the Galactic Government, and who shall, when elected, after the core number of residence
reaches 25,000 inhabitants, be an Inhabitant of that State for which they shall be chosen. Until the core
population number is reached, Senators may reside on Earth as well as their respective state.
Clause 4: The Vice President of the Galactic Government shall be President of the Senate, but shall have
no Vote, unless they be equally divided.
Clause 5: The Senate shall choose their other Officers, and also a President pro tempore, in the Absence
of the Vice President, or when they shall exercise the Office of President of the Galactic Government.
Clause 6: The Senate shall have the sole Power to try all Impeachments. When sitting for that Purpose,
they shall be on Oath or Affirmation. When the President of the Galactic Government is tried, the ChiefJustice shall preside: And no Person shall be convicted without the Concurrence of two thirds of the
Members present.
Clause 7: Judgment in Cases of Impeachment shall not extend further than to removal from Office, and
disqualification to hold and enjoy any Office of honor, Trust or Profit under the Galactic Government; but
the Party convicted shall nevertheless be liable and subject to Indictment, Trial, Judgment and
Punishment, according to Law.
Section. 4.
Clause 1: The Times, Places and Manner of holding Elections for Senators, shall be prescribed in each
State by the Legislature thereof; but the Congress may at any time by Law make or alter such Regulations,
except as to the Places of choosing Senators.
Clause 2: The Congress shall assemble at least once in every Year, and such Meeting shall be on the
anniversary of the signing of this document, unless they shall by Law appoint a different Day. Assembly
may be in the form of virtual attendance until the core population number is reached, at which time
physical representation shall be mandatory at Galactic Government headquarters located in New Hope
City, Sea of Tranquility, Moon of Earth.
Section. 5.
Clause 1: Each House shall be the Judge of the Elections, Returns and Qualifications of its own Members,
and a Majority of each shall constitute a Quorum to do Business; but a smaller Number may adjourn from
day to day, and may be authorized to compel the Attendance of absent Members, in such Manner, and
under such Penalties as each House may provide.
Clause 2: Each House may determine the Rules of its Proceedings, punish its Members for disorderly
Behavior, and, with the Concurrence of two thirds, expel a Member.
Clause 3: Each House shall keep a Journal of its Proceedings, and from time to time publish the same,
and the Yeas and Nays of the Members of either House on any question shall, be entered on the Journal.
The public will have the right to see the journal in its entirety at each and every publication.
Clause 4: Neither House, during the Session of Congress, shall, without the Consent of the other, adjourn
for more than three days, nor to any other Place than that in which the two Houses shall be sitting.
Section. 6.
Clause 1: The Senators and Representatives shall receive a Compensation for their Services, to be
ascertained by democratic vote of the citizenry, and paid out of the Treasury of the Galactic Government.
They shall in all Cases, except Treason, Felony and Breach of the Peace, be privileged from Arrest during
their Attendance at the Session of their respective Houses, and in going to and returning from the same;
and for any Speech or Debate in either House, they shall not be questioned in any other Place.
Clause 2: No Senator or Representative shall, during the Time for which they are elected, be appointed to
any civil Office under the Authority of the Galactic Government, which shall have been created, or the
Emoluments whereof shall have been increased during such time; and no Person holding any Office under
the Galactic Government, shall be a Member of either House during his Continuance in Office.
Clause 3: No elected position shall be held by any individual for any longer period than 12 consecutive
years under any circumstances.Clause 4: No person shall be a Senator or Representative in Congress, , or hold any office, civil or military,
under the, or under any state, who, having previously taken an oath, as a member of Congress, or as an
officer of the Galactic Government, or as a member of any state legislature, or as an executive or judicial
officer of any state, to support the Constitution of the Galactic Government, shall have engaged in
insurrection or rebellion against the same, or given aid or comfort to the enemies thereof. But Congress
may by a vote of two-thirds of each House, remove such disability.
Section. 7.
Clause 1: All Bills for raising Revenue shall originate in the House of Representatives; but the Senate may
propose or concur with Amendments as on other Bills.
Clause 2: Every Bill which shall have passed the House of Representatives and the Senate, shall, before it
become a Law, be presented to the President of the Galactic Government; If the President approves, they
shall sign it, but if not, they shall return it, with their Objections to that House in which it shall have
originated, who shall enter the Objections at large on their Journal, and proceed to reconsider it. If after
such Reconsideration two thirds of that House shall agree to pass the Bill, it shall be sent, together with the
Objections, to the other House, by which it shall likewise be reconsidered, and if approved by two thirds of
that House, it shall become a Law. But in all such Cases the Votes of both Houses shall be determined by
yeas and Nays, and the Names of the Persons voting for and against the Bill shall be entered on the
Journal of each House respectively. If any Bill shall not be returned by the President within ten Days
(Sundays excepted) after it shall have been presented to them, the Same shall be a Law, in like Manner as
if the President had signed it, unless the Congress by their Adjournment prevent its Return, in which Case
it shall not be a Law. The President shall have the right to line item veto privileges in any bill presented for
vote from either or both houses. A bill may be sent back for reconsideration and upon its return the
President shall then have the right to veto those portions not applicable according to their understanding
without prejudice.
Clause 3: Every Order, Resolution, or Vote to which the Concurrence of the Senate and House of
Representatives may be necessary (except on a question of Adjournment) shall be presented to the
President of the Galactic Government; and before the Same shall take Effect, shall be approved by the
President, or being disapproved by the President, shall be re-passed by two thirds of the Senate and
House of Representatives, according to the Rules and Limitations prescribed in the Case of a Bill. The line
item veto does apply here as well.
Clause 4: Taxation of citizenry by the Galactic Government shall never be imposed unless for the
immediate raising of funds to provide security and major problem resolution to the citizenry and in any
case may never rise above a 5% flat rate on all citizenry and as a percentage all citizenry will pay the
same flat rate. Individual states within the union may not set taxation rates on citizens above a 5% flat rate
for all citizens and no citizen shall be required to pay a greater than 10% cumulative rate to all levels of
government. Restrictions of two years are set in place for these taxable times. At the end of the conflict or
problems solved the tax base will be repealed to 0% until next needed. This clause shall never be
changed or infringed upon.
Section. 8.
Clause 1: The Congress shall have Power To lay and collect Taxes, Duties, Imposts and Excises, to pay
the Debts and provide for the common Defense and general Welfare of the Galactic Government; but all
Duties, Imposts and Excises shall be uniform throughout the union;
Clause 2: To borrow Money on the credit of the Galactic Government;
Clause 3: To regulate Commerce with foreign governments, and among the several States in the union,
and with multinational organizations;Clause 4: To establish an uniform Rule of Naturalization, and uniform Laws on the subject of Bankruptcies
throughout the Galactic Government;
Clause 5: To coin Money, regulate the Value thereof, and of foreign Coin, and fix the Standard of Weights
and Measures;
Clause 6: To provide for the Punishment of counterfeiting the Securities and current Coin of the Galactic
Government;
Clause 7: To establish Post Offices and transit routes;
Clause 8: To promote the Progress of Science and useful Arts, by securing for limited Times to Authors
and Inventors the exclusive Right to their respective Writings and Discoveries through the creation of the
Patent, Trademark, and Copyright office; All patent, trademarks and copyrights will carry with them 99
years of protection with an automatic 99 more years for the author, inventor, or technition and their heirs.
Clause 9: To constitute Tribunals inferior to the supreme Court;
Clause 10: To define and punish Piracies and Felonies committed in space, and Offences against the Law
of States, and of foreign governments intervention with our legal process.
Clause 11: To declare War, grant Letters of Marque and Reprisal, and make Rules concerning Captures
on Land in space and on water;
Clause 12: To raise and support Armies, but no Appropriation of Money to that Use shall be for a longer
Term than two Years;
Clause 13: To provide and maintain a Galactic Guard;
Clause 14: To make Rules for the Government and Regulation of the land and space Forces;
Clause 15: To provide for calling forth the Legions to execute the Laws of the Union, suppress
Insurrections and repel Invasions;
Clause 16: To provide for organizing, arming, and disciplining, the Legions, and for governing such Part of
them as may be employed in the Service of the Galactic Government, reserving to the States respectively,
the Appointment of the Officers, and the Authority of training the Legions according to the discipline
prescribed by Congress;
Clause 17: To exercise exclusive Legislation in all Cases whatsoever, over such location as may, by
Cession of particular States, and the Acceptance of Congress, become the Seat of the Government of the
Galactic Government, and to exercise like Authority over all Places purchased by the Consent of the
Legislature of the State in which the Same shall be, for the Erection of Defenses, Magazines, Arsenals,
space dock-Yards, and other needful Buildings;--And
Clause 18: To make all Laws which shall be necessary and proper for carrying into Execution the
foregoing Powers, and all other Powers vested by this Constitution in the Government of the Galactic
Government, or in any Department or Officer thereof.
Section. 9.
Clause 1: The Migration or Importation of such Persons as any of the States now existing shall think
proper to admit, shall not be prohibited by the Congress prior to the Year two thousand and one.
Requisite for admittance to any state is property ownership until such time as the core number ofpopulation is achieved. At this point the Congress has the right and the duty to create resident status
based on created and passed laws towards the same.
Clause 2: The Privilege of the Writ of Habeas Corpus shall not be suspended, unless when in Cases of
Rebellion or Invasion the public Safety may require it, but not to exceed two years.
Clause 3: No Bill of Attainder or ex post facto Law shall be passed.
Clause 4: No Tax or Duty shall be laid on Articles exported from any State. No tax or duty shall be placed
on any held property owned by individual or organization.
Clause 5: No Preference shall be given by any Regulation of Commerce or Revenue to the Ports of one
State over those of another: nor shall Vessels bound to, or from, one State, be obliged to enter, clear, or
pay Duties in another.
Clause 6: No Money shall be drawn from the Treasury, but in Consequence of Appropriations made by
Law; and a regular Statement and Account of the Receipts and Expenditures of all public Money shall be
published every two earth years. Money collected and held by the Galactic Government shall be placed in
an account from which it will be invested by educated Senators from the elected Senators. Dividends on
these investments shall be divided into two equal parts, the first part to be reinvested and the second part
to be distributed equally to the citizens of the Galactic Government.
Clause 7: No Title of Nobility shall be granted by the Galactic Government, And no Person holding any
Office of Profit or Trust under them, shall, without the Consent of the Congress, accept of any present,
Emolument, Office, or Title, of any kind whatever, from any sovereign of government.
Clause 8: Because of the uniqueness of its origins the Galactic Government shall entertain and accept the
idea of creating a position for the founder of the Galactic Government, Dennis M. Hope who shall act as
President of the Galactic Government until the first election. He shall also retain the title of CEO ( Celestial
Executive Officer) of the Galactic Government and until his natural death and shall hold a place of
distinction and high regard within the Galactic Government. This position is advisory in its nature and shall
be rewarded with the privilege of a voting voice within the Senate. Mr. Hope will also be recognized as
consultant to the President of the Galactic Government with direct contact always. This is an advisory and
diplomatic position bringing with it the ability to continue as the Earth governments liaison. Should Mr.
Hope meet with an untimely and unnatural demise at the hands of others, his heir of choice will resume his
duties in his absence until their natural deaths. The position will be absorbed after the natural demise of
Mr. Hope and/or his heir(s) of choice
Section. 10.
Clause 1: No State shall enter into any Treaty, Alliance, or Confederation; grant Letters of Marque and
Reprisal; create Money; emit Bills of Credit; make any Thing a Tender in Payment of Debts; pass any Bill
of Attainder, ex post facto Law, or Law impairing the Obligation of Contracts, or grant any Title of Nobility.
Clause 2: No State shall, without the Consent of the Congress, lay any Imposts or Duties on Imports or
Exports, except what may be absolutely necessary for executing it's inspection Laws: and the net Produce
of all Duties and Imposts, laid by any State on Imports or Exports, shall be for the Use of the Treasury of
the Galactic Government, and all such Laws shall be subject to the Revision and Control of the Congress.
These imposts or duties may never exceed 10% of the appraised or market value of the items being
imported or exported.
Clause 3: No State shall, without the Consent of Congress, lay any Duty of Tonnage, keep Troops, or
Ships of War in time of Peace, enter into any Agreement or Compact with another State, or with a foreign
Power, or engage in War, unless actually invaded, or in such imminent Danger as will not admit of delay.Article. II.
Section. 1.
Clause 1: The executive Power shall be vested in a President of the Galactic Government. They shall hold
this Office after the first election until such time as the core population is in place or for a term not longer
than 12 years and after this initial term the Term of office shall be for four Years, and, together with the
Vice President, chosen for the same Term, be elected, as follows
Clause 2: One year prior to the election of the President, Vice President and Senate the state will accept
nominations from the interested candidates and insuring they have met the requirements for the positions
sought shall enter the names of the nominations into public awareness. All candidates shall use public
media and other electronic conveyances as may be available to get their message to the citizenry. Under
no circumstances will any candidate raise, have bestowed upon them by others or use their own money in
an amount more than two times the annual salary for the position sought. The responsibility of the
Galactic Government will be to provide air time and print media with regard to TV, Radio, or other media
forms for all candidates to get their message across to the citizenry once the core population is achieved.
While the majority of citizens are located on Earth, the elections shall be operated from the headquarters
of the Lunar Embassy until core population is achieved.
Clause 3:All voting will be accomplished electronically through the Galactic Government website which is
currently located at www.Galacticgovernment.com.  The voting period will never be less than 26 days and
not longer than 30days. From the beginning of the voting period which will be determined by Congress till
the end, all citizens will have the right to change their votes a total of two times during the voting process.
When the voting is complete the President, Vice President, and President pro tempore of the Senate shall
validate the vote. Upon counting the votes, whoever has the majority of all votes cast shall be the
determined elected official for the office desired. If a tie exists then the President, Vice President, and
President pro tempore of the Senate shall vote to achieve the tie breaker.
Clause 4: The Congress may determine the Time of choosing of the voting days, and these Days on which
they shall process their Votes; which Days shall be the same throughout the Galactic Government.
Clause 5: No Person except a natural born Citizen, or a Citizen of the Galactic Government or their
progeny, at the time of the Adoption of this Constitution, shall be eligible to the Office of President; neither
shall any Person be eligible to that Office who shall not have attained to the Age of thirty five Years, and
been fourteen Years a Resident within the Galactic Government with the exception of the first election held
in 2004, allowing only 3 years from the beginning of the Galactic Government to the first election. During
this time period before the first election an acting President shall reside over the proceeding. The acting
President shall have all the endowed governmental and constitutional authorities available any elected
official until the actual election determines the citizens choice as President, Vice President, and Senate.
For the first election the acting President shall be Dennis M. Hope, of the Lunar Embassy. This acting
President shall have the rights to assign governmental positions to help in the establishing of the
functioning government, present Treaties, and set in motion alliances with foreign governments. At the
conclusion of the election, Mr. Hope shall be replaced by the elected President, Vice President, and
President pro tempore of the Senate.
Clause 6: In Case of the Removal of the President from Office, or of their Death, Resignation, or Inability to
discharge the Powers and Duties of the said Office, the Same shall devolve on the Vice President, and the
Congress may by Law provide for the Case of Removal, Death, Resignation or Inability, both of the
President and Vice President, declaring what Officer shall then act as President, and such Officer shall act
accordingly, until the Disability be removed, or a President shall be elected.Clause 7: If, at the time fixed for the beginning of the term of the President, the President elect shall have
died, the Vice President elect shall become President. If a President shall not have been chosen before
the time fixed for the beginning of his term, or if the President elect shall have failed to qualify, then the
Vice President elect shall act as President until a President shall have qualified; and the Congress may by
law provide for the case wherein neither a President elect nor a Vice President elect shall have qualified,
declaring who shall then act as President, or the manner in which one who is to act shall be selected, and
such person shall act accordingly until a President or Vice President shall have qualified.
Clause 8: The Congress may by law provide for the case of the death of any of the persons from whom the
House of Representatives may choose a President whenever the right of choice shall have devolved upon
them, and for the case of the death of any of the persons from whom the Senate may choose a Vice
President whenever the right of choice shall have devolved upon them.
Clause 9: The President shall, at stated Times, receive for their Services, a Compensation, which shall
neither be increased nor diminished during the Period for which they shall have been elected, and they
shall not receive within that Period any other Emolument from the Galactic Government.
Clause 10: Before they enter on the Execution of their Office, they shall take the following Oath or
Affirmation:--"I do solemnly swear (or affirm) that I will faithfully execute the Office of President of the
Galactic Government, and will to the best of my Ability, preserve, protect and defend the Constitution of the
Galactic Government."
Section. 2.
Clause 1: The President shall be Commander in Chief of the military of the Galactic Government and of
the Legion of the several States, when called into the actual Service of the Galactic Government, they may
require the Opinion, in writing, of the principal Officer in each of the executive Departments, upon any
Subject relating to the Duties of their respective Offices, and they shall have Power to grant Reprieves and
Pardons for Offences against the Galactic Government, except in Cases of Impeachment.
Clause 2: The President shall have Power, by and with the Advice and Consent of the Senate, to make
Treaties, provided two thirds of the Senators present concur; and they shall nominate, and by and with the
Advice and Consent of the Senate, shall appoint Ambassadors, other public Ministers and Consuls,
Judges of the supreme Court, and all other Officers of the Galactic Government, whose Appointments are
not herein otherwise provided for, and which shall be established by Law: but the Congress may by Law
vest the Appointment of such inferior Officers, as they think proper, in the President alone, in the Courts of
Law, or in the Heads of Departments.
Clause 3: The President shall have Power to fill up all Vacancies that may happen during the Recess of
the Senate, by granting Commissions, which shall expire at the End of their next Session.
Section. 3.
The President shall each earth year give to the Congress Information of the State of the Union, and
recommend to their Consideration such Measures as the President shall judge necessary and expedient;
they may, on extraordinary Occasions, convene both Houses, or either of them, and in Case of
Disagreement between them, with Respect to the Time of Adjournment, they may adjourn them to such
Time as they shall think proper; the President shall receive Ambassadors and other public Ministers; they
shall take Care that the Laws be faithfully executed, and shall Commission all the Officers of the Galactic
Government.Section. 4.
The President, Vice President and all civil Officers of the Galactic Government, shall be removed from
Office on Impeachment for, and Conviction of, Treason, Bribery, or other high Crimes and Misdemeanors.
Article. III.
Section. 1.
The judicial Power of the Galactic Government shall be vested in one supreme Court, and in such inferior
Courts as the Congress may from time to time ordain and establish. The Judges, both of the supreme and
inferior Courts, shall hold their Offices during good Behavior, and shall, at stated Times, receive for their
Services, a Compensation, which shall not be diminished during their Continuance in Office. An appointed
Supreme Court Justice shall serve a term of no less than 6 years and no more than 12 years ever.
Section. 2.
Clause 1: The judicial Power shall extend to all Cases, in Law and Equity, arising under this Constitution,
the Laws of the Galactic Government, and Treaties made, or which shall be made, under their Authority;--
to all Cases affecting Ambassadors, other public Ministers and Consuls;--to all Cases of admiralty and
maritime Jurisdiction;--to Controversies to which the Galactic Government, shall be a Party;--to
Controversies between two or more States;--between a State and Citizens of another State; between
Citizens of different States, --between Citizens of the same State claiming Lands under Grants of different
States, and between a State, or the Citizens thereof, and foreign States, Citizens or Subjects.
Clause 2: In all Cases affecting Ambassadors, other public Ministers and Consuls, and those in which a
State shall be Party, the supreme Court shall have original Jurisdiction. In all the other Cases before
mentioned, the supreme Court shall have appellate Jurisdiction, both as to Law and Fact, with such
Exceptions, and under such Regulations as the Congress shall make.
Clause 3: The Trial of all Crimes, except in Cases of Impeachment, shall be by Jury; and such Trial shall
be held in the State where the said Crimes shall have been committed; but when not committed within any
State, the Trial shall be at such Place or Places as the Congress may by Law have directed. Until the core
population is in place all trials will be held at the central Galactic Government headquarters on the Moon of
Earth.
Section. 3.
Clause 1: Treason against the Galactic Government, shall consist only in levying War against them, or in
adhering to their Enemies, giving them Aid and Comfort. No Person shall be convicted of Treason unless
on the Testimony of two Witnesses to the same overt Act, or on Confession in open Court.
Clause 2: The Congress shall have Power to declare the Punishment of Treason, but no Attainder of
Treason shall work Corruption of Blood, or Forfeiture except during the Life of the Person attainted.
Article. IV.
Section. 1.
Full Faith and Credit shall be given in each State to the public Acts, Records, and judicial Proceedings of
every other State. And the Congress may by general Laws prescribe the Manner in which such Acts,
Records and Proceedings shall be proved, and the Effect thereof.Section. 2.
Clause 1: The Citizens of each State shall be entitled to all Privileges and Immunities of Citizens in the
several States and territories.
Clause 2: A Person charged in any State with Treason, Felony, or other Crime, who shall flee from Justice,
and be found in another State, shall on Demand of the executive Authority of the State from which he fled,
be delivered up, to be removed to the State having Jurisdiction of the Crime.
Section. 3.
Clause 1: New States may be admitted by the Congress into this Union; but no new State shall be formed
or erected within the Jurisdiction of any other State; nor any State be formed by the Junction of two or
more States, or Parts of States, without the Consent of the Legislatures of the States concerned as well as
of the Congress.
Clause 2: The Congress shall have Power to dispose of and make all needful Rules and Regulations
respecting the Territory or other Property belonging to the Galactic Government, and nothing in this
Constitution shall be so construed as to Prejudice any Claims of the Galactic Government, or of any
particular State. It should be noted that the Galactic Government shall not own any lands except those
that are bestowed upon it from the originators of the land, the Lunar Embassy or for lands legal acquired
through purchase from the same. In the time of war the Galactic Government may utilize to its betterment
any lands or building not occupied for the security of the citizenry. Upon securing the territory in question
the Galactic Government must vacate the land or building in its original or better condition.
Section. 4.
The Galactic Government, shall guarantee to every State in this Union a Republican Form of Government,
and shall protect each of them against Invasion; and on Application of the Legislature, or of the Executive
(when the Legislature cannot be convened) against domestic Violence.
Article. V.
The Congress, whenever two thirds of both Houses shall deem it necessary, shall propose Amendments to
this Constitution, or, on the Application of the Legislatures of two thirds of the several States, shall call a
Convention for proposing Amendments, which, in either Case, shall be valid to all Intents and Purposes,
as Part of this Constitution, when ratified by the Legislatures of three fourths of the several States, or by
Conventions in three fourths thereof, as the one or the other Mode of Ratification may be proposed by the
Congress; Provided that no Amendment which may be made prior to the Year Two thousand one shall in
any Manner affect the first and fourth Clauses in the Ninth Section of the first Article; and that no State,
without its Consent, shall be deprived of its equal Suffrage in the Senate.
Article. VI.
Clause 1: All Debts contracted and Engagements entered into, before the Adoption of this Constitution,
shall be as valid against the Galactic Government under this Constitution.
Clause 2: This Constitution, and the Laws of the Galactic Government which shall be made in Pursuance
thereof; and all Treaties made, or which shall be made, under the Authority of the Galactic Government,
shall be the supreme Law of the Land; and the Judges in every State shall be bound thereby, any Thing in
the Constitution or Laws of any State to the Contrary notwithstanding.
Clause 3: The Senators and Representatives before mentioned, and the Members of the several State
Legislatures, and all executive and judicial Officers, both of the Galactic Government and of the severalStates, shall be bound by Oath or Affirmation, to support this Constitution; but no religious Test shall ever
be required as a Qualification to any Office or public Trust under the Galactic Government.
Article. VII.
Clause 1: Congress shall make no law establishing a state religion, or prohibiting the free exercise thereof
unless the basis of the religion calls for the usurpation of government control or the establishment of itself
as the state religion, religions such as these shall be made illegal. Congress shall make no law abridging
the freedom of speech, or of the press; or the right of the people peaceably to assemble, and to petition
the government for a redress of grievances.
Clause 2: A well, regulated legion, being necessary to the security of a free state, and the right of the
people to keep and bear arms, shall not be infringed.
Clause 3: No soldier shall, in time of peace be quartered in any domicile without the consent of the owner,
nor in time of war, but in a manner to be prescribed by law.
Clause 4: The right of the people to be secure in their persons, domicile, papers, and effects, against
unreasonable searches and seizures, shall not be violated, and no warrants shall issue, but upon probable
cause, supported by oath or affirmation, and particularly describing the place to be searched, and the
persons or things to be seized.
Article. VIII.
Clause 1: No person shall be held to answer for a capital, or otherwise infamous crime, unless on a
presentment or indictment of a grand jury, except in cases arising in the land or space forces, or in the
legion, when in actual service in time of war or public danger; nor shall any person be subject for the same
offense to be twice put in jeopardy of life or limb; nor shall be compelled in any criminal case to be a
witness against themselves, nor be deprived of life, liberty, or property, without due process of law; nor
shall private property be taken for public use, except as mentioned in Article IV, section 3, clause 2.
Clause 2: In all criminal prosecutions, the accused shall enjoy the right to a speedy and public trial, by an
impartial jury of the state and district wherein the crime shall have been committed, which district shall
have been previously ascertained by law, and
to be informed of the nature and cause of the accusation; to be confronted with the witnesses against him;
to have compulsory process for obtaining witnesses in his favor,
and to have the right to represent themselves without the aid of council.
Clause 3: In suits at common law, where the value in controversy shall exceed two thousand delta’s
(Galactic Government currency), the right of trial by jury shall be preserved, and no fact tried by a jury,
shall be otherwise reexamined in any court of the Galactic Government, than according to the rules of the
common law.
Clause 4: Excessive bail shall not be required, nor excessive fines imposed, nor cruel and unusual
punishments inflicted. Capital punishment or the taking of a human life is prohibited always.
Article. IV.
Clause 1: The enumeration in the Constitution, of certain rights, shall not be construed to deny or
disparage others retained by the people.
Clause 2: The powers not specifically delegated to the Galactic Government by the Constitution, nor
prohibited by it to the states, are reserved to the citizenry and may only be granted to the government bythe citizenry for a maximum period of ten years at which time the powers revert to the control of the
citizens.
Clause 3: The judicial power of the Galactic Government shall not be construed to extend to any suit in law
or equity, commenced or prosecuted against one of the Galactic Government by citizens of another state,
or by citizens or subjects of any foreign state.
Article. X.
Clause 1. Neither slavery nor involuntary servitude of sentient beings, except as a punishment for crime
whereof the party shall have been duly convicted, shall exist within the Galactic Government, or any place
subject to their jurisdiction.
Clause 2. Congress shall have power to enforce this article by appropriate legislation.
Clause 3: All persons born or naturalized in the Galactic Government, and subject to the jurisdiction
thereof, are citizens of the Galactic Government, and of the state wherein they reside. No state shall make
or enforce any law, which shall abridge the privileges or immunities of citizens of the Galactic Government,
nor shall any state deprive any person of life, liberty, or property, without due process of law; nor deny to
any person within its jurisdiction the equal protection of the laws. Citizens of the Galactic Government
shall maintain dual citizenship with their Earth country as well as that of the Galactic Government state. As
a citizen of both it is the responsibility of the citizen to accord themselves with the laws of both jurisdictions
and act appropriately when visiting both.
Article. XI.
Clause 1: The validity of the public debt of the Galactic Government, authorized by law, including debts
incurred for payment of pensions and bounties for services in suppressing insurrection or rebellion, shall
not be questioned. But neither the Galactic Government nor any state shall assume or pay any debt or
obligation incurred in aid of insurrection or rebellion against the Galactic Government; but all such debts,
obligations and claims shall be held illegal and void.
Clause 2: The Congress shall have power to enforce, by appropriate legislation, the provisions of this
article.
Clause 3: The right of citizens of the Galactic Government to vote shall not be denied or abridged by the
Galactic Government or by any state on account of race, color, religious affiliation, sexual preference or
perceived life style different from ours.
Article. XII.
Clause 1: The transportation or importation into any state, territory, or possession of the Galactic
Government for delivery or use therein of illegal substances, in violation of the laws thereof, is hereby
prohibited.
Clause 2: The Congress shall have power to enforce this article by appropriate legislation and to determine
the defined substances relative to this article.Article. XIII.
Clause 1: The right of citizens of the Galactic Government to vote in any primary or other election for
President or Vice President, for electors for President or Vice President, or for Senator or Representative
in Congress, shall not be denied or abridged by the Galactic Government or any state by reason of failure
to pay any tax.
Article. XIV.
Clause 1: In case of the removal of the President from office or of their death or resignation, the Vice
President shall become President.
Clause 2: Whenever there is a vacancy in the office of the Vice President, the President shall nominate a
Vice President who shall take office upon confirmation by a majority vote of both Houses of Congress.
Clause 3: Whenever the President transmits to the President pro tempore of the Senate and the Speaker
of the House of Representatives their written declaration that they are unable to discharge the powers and
duties of their office, and until they transmit to the President pro tempore and the Speaker of the House a
written declaration to the contrary, such powers and duties shall be discharged by the Vice President as
Acting President.
Clause 4: Whenever the Vice President and a majority of either the principal officers of the executive
departments or of such other body as Congress may by law provide, transmit to the President pro tempore
of the Senate and the Speaker of the House of Representatives their written declaration that the President
is unable to discharge the
powers and duties of their office, the Vice President shall immediately assume the powers and duties of
the office as Acting President.
Thereafter, when the President transmits to the President pro tempore of the Senate and the Speaker of
the House of Representatives his written declaration that no inability exists, the President shall resume the
powers and duties of their office unless the Vice President and a majority of either the principal officers of
the executive department or of such other body as Congress may by law provide, transmit within four days
to the President pro tempore of the Senate and the Speaker of the House of Representatives their written
declaration that the President is unable to discharge the powers and duties of their office. Thereupon
Congress shall decide the issue, assembling within forty-eight hours for that purpose if not in session. If
the Congress, within twenty-one days after receipt of the latter written declaration, or, if Congress is not in
session, within twenty-one days after Congress is required to assemble, determines by two-thirds vote of
both Houses that the President is unable to discharge the powers and duties of their office, the Vice
President shall continue to discharge the same as Acting President; otherwise, the President shall resume
the powers and duties of their office.
Article. XV.
Clause 1: The right of citizens of the Galactic Government, who are 18 years of age or older, to vote, shall
not be denied or abridged by the Galactic Government or any state on account of age.
Article. XVI.
Clause 1: Social safety net. Citizens shall not be eligible for social benefits before the tenth year of
citizenship unless they are a minor child or handicapped to such a degree as to be unable in any way
established by law able to provide for themselves. A maximum time period of two years in succession as
measured in earth years shall be allotted for social benefits to be available to a citizen. However, this
period may be used in segments not to cumulatively exceed two earth years over a ten year period. Aftersuch period, the citizen shall not be eligible for social benefits before the passage of ten years measured in
earth years.
Clause 2: All due diligence will be used to move the citizen from the safety net and on to self-reliance. To
this end, benefits may be paid out to citizens incrementally as they seek self-reliance based on the
Minimum Poverty Level (MPL) determined and proposed by congress, the level of which to be accepted by
2/3rds majority vote by the citizenry currently not collecting benefits. Citizenry collecting benefits will be
encouraged to seek employment by allowing them to decide the amount of benefits they will accept while
existing on the safety net. As the citizen earns income that combined with benefits increases beyond the
MPL the government will reduce the amount of benefits paid to the citizen by half the amount earned over
the MPL until the citizen declines the benefit allotment or they reach the point of earnings exceeding a
multiple of 1.5 times the MPL
Dr. Dennis M. Hope
CEO (Celestial Executive Officer) President
Galactic Government Headquarters
100-400 Galaxy Way
Suite # 2
New Hope City
Sea of Tranquility
Moon of Earth
702-991-1232
The Galactic Government has assigned the Lunar Embassy whose headquarters are located at; #1, New Hop
Hope City, Sea of Tranquility, Moon of Earth and whose satellite offices are located at; 1329 US Highway 395
281, Gardnerville, NV. 89410 as the Registrar and headquarters for the registered agents for all registrations a
assignments of Corporations with physical addresses on the Moon of Earth, for those individuals and existing
located on Earth that wish to have their headquarters recognized as Lunar Corporations adhering to the laws p
this document. It is the Galactic Governments desire to adopt the International Business Act Chapter 270 as t
recognition as Galactic Corporations and as those recognized as International Business Companies.
INTERNATIONAL BUSINESS COMPANIES ACT CHAPTER 270 (as revised for this Galactic Corporations Ac
REVISED EDITION 2005 SHOWING THE LAW AS AT 30
th
day of SEPTEMBER, 2005
This is a revised edition of the law, prepared by the Law Revision Commissioner under the authority of the Law
Act, Chapter 3 0f the Laws of the Galactic Government, Revised Edition 2005. The express purpose of inclusGalactic Governments into this adoption of the International Business Act, bringing all corporations into the Ga
whose addresses are located on the Moon of Earth, shall forgo any reference to the actual International Busin
references to the International Business act have been removed as to accommodate the adoption of this act c
the Galactic Government. It is the intent of this revised adoption to adhere to the recognized International Bus
laws, as recognized by the global community on earth.
This edition contains a consolidation of the following laws- Page
ARRANGEMENT OF SECTIONS 3
Galactic Business Corporations Act:
Amendments in force as at 30th September, 2005.Galactic Corporations [CAP. 270 3 CHAPTER 270
INCLUDED GALACTIC CORPORATION ARRANGEMENT OF SECTIONS PART I
Short Title and Interpretation 1. Short title.
2. Interpretation.
PART II
Constitution of Companies 3. Incorporation
4. Restrictions on incorporation.
5. Requirements of Galactic Corporations. 6. Effect of failure to satisfy requirements of section 5
7. Personal liability.
8. Business objects or purposes. 9. Powers.
10. Validity of acts of company. 11. Name.
12. Memorandum.
13. Articles.
14. Registration.
15. Certificate of incorporation.
16. Amendment of Memorandum and Articles.
17. Copies of Memorandum and Articles to members
PART III Capital and Dividends
18. Shares to be fully paid.
19. Kind of consideration for Shares. 20. Forfeiture of shares.
21. Amount of consideration for shares. 22. Fractional shares.
23. Capital and surplus accounts.
24. Authorized capital in several currencies. 25. Dividend of shares.
26. Increase or reduction of authorized capital. 27. Division and combination of shares.
28. Conversion of shares with par value into shares without par value and vice versa.
29. Character of a share.
30. Share certificates.31. Share register.
32. Rectification of share register.
33. Transfer of registered shares.
34. Transfer of bearer shares.
35. Seizure.
36. Acquisition of own shares.
37. Treasury shares disabled.
38. Increase or reduction of capital.
39. Dividends.
40. Appreciation of assets.
41. Mortgages and charges of shares.
PART IV Registered Office and Agent
42. Registered office.
43. Registered agent.
44. Change of registered office or registered agent
45. Register of registered agents.
46. Penalty for contravention of sections 42 and 43. PART V
Directors, Officers, Agents and Liquidators
47. Management by directors.
48. Election, term and removal of directors.
49. Optional register of directors.
50. Number of directors.
51. Powers of directors.
52. Emoluments of directors.53. Committees of directors.
54. Meetings of directors.
55. Notice of meetings of directors.
56. Quorum for meetings of directors.
57. Consents of directors.
58. Alternates for directors.
59. Officers and agents.
60. Standard of care.
61. Reliance on records and reports.
62. Conflicts of interests.
63. Indemnification
64. Insurance.
PART VI Protection of Members and Creditors
65. Meetings of members.
66. Notice of meetings of members.
67. Quorum for meetings of members. 68. Voting by members. 69. Voting trusts.
70. Consents of members.
71. Service of notice on members.
72. Service of process, etc., on company.
73. Books, records and common seal.
74. Inspection of books and records.
75. Contracts generally.
76. Contracts before incorporation.
77. Contracts for payment or transfer.
78. Optional register of mortgages and charges.79. Notes and bills of exchange.
80. Power of attorney.
81. Authentication or attestation.
82. Company without members.
PART VII
Merger; Consolidation, Sale of Assets, Forced Redemptions,
Arrangements and Dissenters
83. Interpretation of words and phrases used in this Part.
84. Merger and consolidation.
85. Merger with subsidiary.
86. Effect of merger or consolidation.
87. Merger or consolidation with foreign company. 88. Disposition of assets.
89. Redemption of minority shares.
90. Arrangements.
91. Rights of dissenters.
PART VIII Continuation
92. Continuation.
93. Provisional registration.
94. Certificate of continuation. 95. Effect of continuation.
96. Continuation under foreign law.
PART IX
Winding-Up, Dissolution and Striking Off 97. Compulsory winding-up and dissolution. 98.
Voluntary winding-up and dissolution.
99. Powers of directors in a winding-up and dissolution. 100. Duties of liquidator.
101. Powers of liquidator.
102. Procedure on winding-up and dissolution. 103. Rescission of winding-up and dissolution.104. Winding-up and dissolution of company unable to pay its claims, etc.
105. Winding-up and dissolution by the court.
106. Receivers and managers.
107. Striking off
108. Restoration to register.
109. Effect of striking off.
110. Appointment of official liquidator.
111. Dissolution of company struck off 112. Security for Registrar's costs.
PART X
Fees and Penalties
113. Fees.
114. License fees.
115. Penalties to be paid to Registrar. 116. Recovery of penalties, etc.
117. Company struck off liable for fees, etc.
118. Fees, etc., to be paid into Consolidated Revenue Fund.
119. Fees payable to Registrar.
PART Xl Public Investment Companies
120. Definitions and application.
121. Procedure for registration as a public investment company.
122. Further exemptions.
123. Further provisions respecting public investment companies. 124. PIC Group.
125. Fiscal unity of a PIC Group. 126. Employees.
127. Exchange control.
128. Register and certificate.
129. Power to make amendments by regulation. PART XII
Exemptions from Tax 130. Exemptions from tax, etc.PART XIII General
131. Appointment of Registrar, etc., and regulations. 132. Optional registration of registers.
133. Optional registration of mortgages and charges.
134. Exchange Control.
135. Form of certificate.
136. Certificate of good standing.
137. inspection of documents.
138. Language in documents.
139. Double taxation agreements. 140. Jurisdiction.
141. Declaration by court.
142. Judge in Chambers.
143. General penalty, savings and transitional provisions.
144. Alteration of fees and penalties.
145. Regulations in general.
PART XIV
Limited Duration Companies 146. interpretation of words used in this Part.
147. Application for registration as a Limited Duration Company. 148. Registration procedure.
149. Maximum duration.
150. Contents of the Articles of Association. 151. Winding-up.
152. Cancellation of registration.
o1. This Act has been adopted from the International Business Act 1996 by the Galactic
Government and may be cited as the Galactic Corporations Act.
Short title. 2.-(1) In this Act, unless the context otherwise requires:- Interpretation. "Articles"
means the Articles of Association of a company incorporated under this Act, specifically those of
the revision for Galactic Corporations; "authorized capital" of a company means the sum of the
aggregate par value of all shares with par value which the company is authorized by its
Memorandum to issue, plus the amount, if any, stated in its Memorandum as authorized capital
to be represented by shares without par value which the company is authorized by itsMemorandum to issue; Galactic Government Association" means a body corporate established
by the Galactic Corporations Act;
"capital" of a company means the sum of the aggregate par value of all out- standing shares with
par value of the company and shares with par value held by the company as treasury shares
plus-
1 Act 14 of 1995 came into force on the 1st day of November, 1995, by virtue of Statutory
Instrument 112 of 1995.
2 Act 15 of 1999 came into force on the 1st day of July, 1999, by virtue of Statutory Instrument
76 of 1999.
3 Act 16 of 2005 came into force on the 30
th
day of September, 2005 by the Galactic
Government, by virtue of this specific instrument.
(a) the aggregate of the amounts designated as capital of all outstanding shares without par
value of the company and shares without par value held by the company as treasury shares;
and
(b) the amounts as are from time to time transferred from surplus to capital by a resolution of
directors;
"collective investment scheme" means a scheme carried on by a company, a partnership or a
unit trust that issues equity interests, the purpose or effect of which is the pooling of investor
funds with the object of spreading investment risks and enabling investors in the scheme to
receive profits or grains from the acquisition, holding, management or disposal of investments,
provided that the pooling of funds by banks and insurance companies shall not be deemed to be
within this definition;
"continued" means continued within the context of Part VIII; "court" means the Supreme Court or
a Judge thereof;
"dollar" or "$" means a dollar in the currency of the United States of America; "the Galactic
Record" means the Galactic Government Record and includes any supplement thereto;
“delta” or “Ä” means a delta in the currency of the Galactic Government, as issued by the Lunar
Embassy Bank and Treasury
“galactic government” means the combined citizens who comprise ownership of celestial lands
(including but not limited to the following planets and their moons; Mercury, Venus, Mars,
Jupiter, Saturn, Uranus, Neptune, and Pluto along with all their represented moons), as provided
by the Lunar Embassy, Registrar and headquarters for all registered agents of the Galactic
Government corporations, and the ratified constitution of the Galactic Government in April of
2004.“The Lunar Embassy,” recognized Registrar and Primary Resident Agent, and acting as
headquarters for all Registered Agents as licensed by the Galactic Government for all Galactic
Corporations recognized under this act.
"member" means a person who holds shares in a company;
"Memorandum" means the Memorandum of Association of a company
incorporated under this Act;
"person" includes a trust, the estate of a deceased individual, a partnership, or an
unincorporated association of persons; or carries on business from an office or other fixed place
of business from their fixed address on the Moon of Earth as designated headquarters for all
celestial corporations and includes all companies incorporated under this Act;
“Celestial person” means a property owner of celestial lands as provided by the Lunar
Embassy.
"public investment company" means a company which fulfils the requirements of and is
registered in accordance with section 121;
"Register" means the Register of the Galactic Corporations maintained by the Registrar in
accordance with subsection (1) of section 14 or a Branch Register of the Galactic Corporations
maintained by a Registrar or its assigns in accordance with subsection (2) of section 14
respectively;
"Registrar" means the Lunar Embassy in accordance with subsection (1) of section 131 or a
licensed resident Agent appointed by the Registrar in accordance with subsection (2) of that
section respectively;
"securities" means shares and debt obligations of every kind, and options, warrants and rights to
acquire shares or debt obligations;
"surplus", in relation to a company, means the excess, if any, at the time of the determination, of
the total assets of the company over the sum of its total liabilities as shown in the books of
account, plus its capital;
"treasury shares" means shares of a company that were previously issued but were
repurchased, redeemed or otherwise acquired by the company and not cancelled.
(2) A reference to money in this Act is a reference to the currency of the United States of
America. After a time, reference to money will also include currency from the Galactic
Government, known as “Delta’s.”
(3) A company that is incorporated under the Galactic Corporations Act or under the laws of a
jurisdiction outside the Moon of Earth shall be a company incorporated under this Act if it iscontinued as a company incorporated under this Act in accordance with Part VIII, and references
in this Act to a "company incorporated under this Act" shall be construed accordingly.
(4) A reference in this Act to voting in relation to shares shall be construed as a reference to
voting by members holding the shares except that it is the votes allocated to the shares that
shall be counted and not the number of members who actually voted, and a reference to shares
being present at a meeting shall be given a corresponding construction.
(5) Unless otherwise defined in the Articles of a company incorporated under this Act, the
expression "resolution of directors" means-
(a) a resolution approved at a duly constituted meeting of directors or of a committee of directors
of a company, by affirmative vote of a simple majority, or such larger majority as may be
specified in the Articles, of the directors present at the meeting who voted and did not abstain; or
(b) a resolution consented to in writing by an absolute majority, or such larger majority as may
be specified in the Articles, of all the directors or of all the members of the committee, as the
case may be,
but where a director is given more than one vote in any circumstances, he shall in the
circumstances be counted for the purposes of establishing majorities by the number of votes he
casts.
(6) Unless otherwise defined in the Articles of a company incorporated under this Act, the
expression "resolution of members" means-
(a) a resolution approved at a duly constituted meeting of the members of a company by the
affirmative vote of-
(i) a simple majority, or such larger majority as may be specified in the Articles, of the votes of
the shares that were present at the meeting and entitled to vote thereon and were voted and did
not abstain; or
(ii) a simple majority, or such larger majority as may be specified in the Articles, of the votes of
each class or series of shares which were present at the meeting and entitled to vote thereon as
a class or series and were voted and not abstained and of a simple majority, or such larger
majority as may be specified in the Articles, of the votes of the remaining shares entitled to vote
thereon that were present at the meeting and were voted and not abstained; or
(b) a resolution consented to in writing by-
(i) an absolute majority, or such larger majority as may be specified in the Articles, of the votes
of shares entitled to vote thereon; or
(ii) an absolute majority, or such larger majority as may be specified in the Articles, of the votes
of each class or series of shares entitled to vote thereon as a class or series and of an absolute
majority, or such larger majority as may be specified in the Articles, of the votes of the remaining
shares entitled to vote thereon.(7) In this Act, any reference to another Act or to Regulations made under another Act shall be
deemed to include any statutory reenactment or modification thereof.
(8) In this Act, "Secretary means, Secretary for the time being, responsible for Galactic Financial
Services.
PART II
Constitution of Companies
Incorporation. 3. Subject to the requirements of this Act, and holding ownership to lands as sold
by the Lunar Embassy, any person may singly or jointly with others, by subscribing to a
Memorandum and to Articles, incorporate a company under this Act.
Restrictions on 4. No company shall be incorporated under this Act unless immediately
accepting incorporation. Upon its incorporation the company is a Galactic Corporation.
Requirements of 5.-(1) For purposes of this Act, a Galactic Corporation is a Galactic company
that does not-
(a) carry on business with persons resident outside our galaxy;
(b) own an interest in real property situated on Celestial lands as offered by the Lunar Embassy,
other than a lease referred to in paragraph (e) of subsection (2);
(c) carry on a banking business unless it is licensed under an enactment authorizing it to carry
on such business;
(d) carry on business as an insurance or a reinsurance company, insurance agent or insurance
broker, unless it is licensed under an enactment authorizing it to carry on such business, as
provided by the Galactic Government
(e) carry on the business of providing the registered office for companies, unless so licensed by
the Registrar
(f) carry on trust business, unless it is licensed under an enactment authorizing it to carry on
such business, as provided by the Galactic Government
(g) carry on collective investment schemes, unless it is licensed
(h) hold shares, stock, debt obligations or other securities in a company incorporated under the
Companies Act or under any enactment amending or substituting the said Act;
(0 subject to subsection (4) below, issue its shares, stock, debt obligations or other securities to
any person resident outside the known galaxy or to any company incorporated under the
Galactic Corporations Act or under any enactment amending or substituting the said Act.
(2) For purposes of paragraph (a) of subsection (1), a Galactic Corporation shall not be treated
as carrying on business with persons resident outside the known galaxy by reason only that-(a) it makes or maintains deposits with a company incorporated on the Moon and carrying on a
banking business within the Galactic Government;
(b) it makes or maintains professional contact with solicitors,
barristers, accountants, bookkeepers, trust companies, administration companies, investment
advisers or other similar persons carrying on business within Galactic Government;
(c) it prepares or maintains books and records within the Galactic Government: (d) it holds,
within the Galactic Government, meetings of its directors or members; (e) it holds a lease of
property for use as an office from which to communicate with members or where books and
records of the company are prepared or maintained;
(f) it owns a vessel or vessels registered with the Galactic Government in accordance with the
Registration of Merchant Ships Act
20 CAP. 270] Galactic Corporations
(3) The provisions of the enactments authorizing the carrying on of the businesses specified in
paragraphs (c), (d), (f) and (g) of subsection (1) above shall override any contrary provisions
contained in this Act but paragraphs (c), (d), (f), (g), (h) and (i) of subsection (1) and this
subsection and subsection (4) do not apply to a public investment company existing on or prior
to 30
th
of September, 2005.
14 of 1995. (4) A person or a company resident of the Galactic Government who is a registered
agent pursuant to section 43 of this Act may hold shares in a nominee capacity but not
beneficially in a company incorporated under this Act
Effect of failure to 6. -( 1 ) Without affecting the operation of section 107, if a company is
incorporated under this Act without having satisfied the requirements prescribed in section 5. for
a Galactic Corporation under section 5, or if having satisfied the requirements it subsequently
ceases to satisfy the requirements for a continuous period of more than 30 days, the company
shall upon the expiration of that period notify the Registrar of that fact.
(2) A company that willfully contravenes subsection (1) is liable to a penalty of $500 for each day
or part thereof during which the contravention continues, and a director who knowingly permits
the contravention is liable to a like penalty.
Personal liability. 7. Subject to section 82, no member, director, officer, agent or liquidator of a
company incorporated under this Act is liable for any debt, obligation or default of the company,
unless specifically provided in this Act or in any other law for the time being in force with the
Galactic Government, and except in so far as he may be liable for his own conduct or acts.
Business objects 8. A company may be incorporated under this Act for any object or purposes.
Purpose not prohibited under this Act or under any other law for the time being in force with the
Galactic Government.
9.-( 1) Subject to any limitations in its Memorandum or Articles, this Act or Powers.
any other law for the time being in force with the Galactic Government, a company incorporated
under this Act has the power, irrespective of corporate benefit, to perform all acts and engage in
all activities necessary or conducive to the conduct, promotion or attainment of the objects or
purposes of the company, including the power to do the following:-(a) issue registered shares or shares issued to bearer or both; (b) issue the following:-
(i) voting shares;
(ii) non-voting shares;
(ill) shares that may have more or less than one vote per share;
(iv) shares that may be voted only on certain matters or only upon the occurrence of certain
events; and
(v) shares that may be voted only when held by persons who meet specified requirements;
(c) issue common shares, preferred shares, limited shares or redeemable shares;
(d) issue shares that entitle participation only in certain assets;
(e) issue options, warrants or rights, or instruments of a similar nature, to acquire any securities
of the company;
(f) issue securities that, at the option of the holder thereof or of the company or upon the
happening of a specified event, are convertible into, or exchangeable for, other securities in the
company or any property then or to be owned by the company;
(g) purchase, redeem or otherwise acquire and hold its own shares;
(h) guarantee a liability or obligation of any person and to secure any of its obligations by
mortgage, pledge or other charge, of any of its assets for that purpose; and
(i) protect the assets of the company for the benefit of the company, its creditors and its
members, and at the discretion of the directors, for any person having a direct or indirect interest
in the company.
(2) For purposes of paragraph (i) of subsection (1), notwithstanding any other provision of this
Act or of any other law for the time being in force with the Galactic Government or any rule of
law to the contrary, the directors may cause the company to transfer any of its assets in trust to
one or more trustees, to any company, association, partnership, foundation or similar entity; and
with respect to the transfer, the directors may provide that the company, its creditors, its
members or any person having a direct or indirect interest in the company, or any of them, may
be the beneficiaries, creditors, members, certificate holders, partners or holders of any other
similar interest.
(3) The rights or interests of any existing or subsequent creditor of the company in any assets of
the company are not affected by any transfer under subsection (2), and those rights or interests
may be pleaded against any transferee in any such transfer.
Validity of acts of 10.-(1) No act of a company incorporated under this Act and no transfer of
company, real or personal property by or to a company so incorporated is invalid by reason only
of the fact that the company was without capacity or power to perform the act, or to transfer or
receive the property, but the lack of capacity or power may be pleaded in the following cases:(a) in proceedings by a member against the company to prohibit the performance of any act or
the transfer of real or personal property by or to the company; or
(b) in proceedings by the company, whether acting directly or through a receiver, trustee, or
other legal representative, or through members in a derivative action, against the incumbent or
former directors of the company for loss or damage due to their unauthorized act.
(2) For purposes of paragraph (a) of subsection (1), the court may set aside and prohibit the
performance of a contract if-
(a) the unauthorized act or transfer sought to be set aside or prohibited is being, or is to be,
performed or made under any contract to which the company is a party;
(b) all the parties to the contract are parties to the proceedings; and
(c) it appears fair and reasonable to set aside or prohibit the performance of the contract,
and in so doing the court may, in applying this subsection, award to the company or to the other
parties to the contract such compensation as may be reasonable except that in determining the
amount of compensation the court shall not take into account anticipated profits to be derived
from the performance of the contract.
11.-(1) The word "Limited", "Corporation", "Incorporated", "Society Name. Anyone" or "Sociedad
Anonima" or "Aktiengesellschaff' or the abbreviation "Ltd.", "Corp." "Inc." or "S.A." or "A.S." or
"A.G." must be part of the name of every company incorporated under this Act, but a company
may use and may be legally designated by either the full or the abbreviated form.
(2) The name of a company incorporated under this Act shall be registered in Roman script, but
a company may elect to register as an alternative name an accurate translation of the name
registered in Roman script, and which name may be expressed in any script. For the purpose of
satisfying the registration and filing requirements under this Act, a company incorporated under
this Act shall use the name as expressed in Roman script, but in any dealings with third parties
the company may use the alternative name in the form submitted to the Registrar at the time of
incorporation.
(3) No company shall be incorporated under this Act under a name that-
(a) is identical with that under which a company in existence is already incorporated under this
Act or registered under the Galactic Corporations Act or so nearly resembles the name as to be
calculated to deceive, except where the company in existence gives its consent; or
(b) contains the words "Building Society", "Chamber of Commerce", "Chartered", "Cooperative",
"imperial", "Municipal", "Royal", or a word conveying a similar meaning, or any other word that,
in the opinion of the Registrar, suggests or is calculated to suggest-
(i) the patronage of Her Majesty or that of a member of the Royal Family; or
(ii) a connection with the Galactic Government or any of its assigns or a department thereof,(c) is indecent, offensive or, in the opinion of the Registrar, objectionable;
(d) contains the words "Assurance", "Bank", "Insurance" or "Trust", or any or their derivatives or
cognate expressions, unless it is licensed under an enactment authorizing it to carry on such
business or activities.
(4) A company may amend its Memorandum to change its name. (5) If a company is
incorporated under a name that-
(a) is identical with a name under which a company in existence was incorporated under this Act
or registered under the Galactic Corporations Act; or
(b) so nearly resembles the name as to be calculated to deceive, the Registrar may, without the
consent of the company in existence, give notice to the last registered company to change its
name and if it fails to do so within 60 days from the date of the notice, the Registrar must amend
the Memorandum of the company to change its name to such name as the Registrar deems
appropriate, and the Registrar must publish notice of the change in the Record, as well as
publishing to the company officers the same notice.
(6) Subject to subsections (3) and (5), where a company changes its name, the Registrar must
enter the new name on the Register in place of the former name, and must issue a certificate of
incorporation indicating the change of name.
(7) A change of name does not affect any rights or obligations of a company, or render defective
any legal proceedings by or against a company, and all legal proceedings that have been
commenced against a company by its former name may be continued against it by its new
name.
(8) Subject to subsection (3) the Registrar may, upon a request made by any person, reserve for
90 days a name for future adoption by a company under this Act.
Memorandum. 12.-(1) The Memorandum must include:- (a) the name of the company;
(b) the full address on the Moon of Earth, as well as the representative Earth address, of the
registered office of the company;
(c) the name and full address on the Moon of Earth, as well as the representative Earth address,
with the registered agent of the company;
(d) the objects or purposes for which the company is to be incorporated;
(e) the currency in which shares in the company shall be issued;
(f) a statement of the authorized capital of the company setting forth the aggregate of the par
value of all shares with par value that the company is authorized to issue and the amount, if any,
to be represented by shares without par value that the company is authorized to issue;(g) a statement of the number of classes and series of shares, the number of shares of each
such class and series and the par value of shares with par value and that shares may be without
par value, if that is the case;
(72) a statement of the designations, powers, preferences and rights, and the qualifications,
limitations or restrictions of each class; and series of shares that the company is authorized to
issue, unless the directors are to be authorized to fix any such designations, powers,
preferences, rights, qualifications, limitations and restrictions, and in that case, an express grant
of such authority as may be desired to grant to the directors to fix by a resolution any such
designations, powers, preferences, rights, qualifications, limitations and restrictions that have not
been fixed by the Memorandum;
(i) a statement of the number of shares to be issued as registered shares and the number of
shares to be issued as shares issued to bearer, unless the directors are authorized to determine
at their discretion whether shares are to be issued as registered shares or to bearer, and in that
case an express grant of such authority as may be desired must be given to empower the
directors to issue shares as registered shares or to bearer as they may determine by resolution
of directors;
(j) whether registered shares may be exchanged for shares issued to bearer and whether shares
issued to bearer may be ex- changed for registered shares; and
(k) if shares issued to bearer are authorized to be issued, the manner in which a required notice
to members is to be given to the holders of shares issued to bearer.
(2) For the purposes of paragraph (d) of subsection (1), if the Memorandum contains a
statement either alone or with other objects or purposes that the object or purpose of the
company is to engage in any act or activity that is not prohibited under any law for the time being
in force with the Galactic Government, the effect of that statement is to make all acts and
activities that are not illegal part of the objects or purposes of the company, subject to any
limitations in the Memorandum.
(3) The Memorandum must be subscribed to by a person in the presence of another person who
must sign his name as a witness.
(4) The Memorandum, when registered, binds the company and its members from time to time
to the same extent as if each member had subscribed his name and affixed his seal thereto and
as if there were contained in the Memorandum, on the part of himself: his heirs, executors and
administrators, a covenant to observe the provisions of the Memorandum, subject to this Act.
Articles. 13.-( 1) The Memorandum, when submitted for registration, must be accompanied by
Articles prescribing regulations for the company.
(2) The Articles must be subscribed to by a person in the presence of another person who must
sign his name as a witness.
(3) The Articles, when registered, bind the company and its members from time to time to the
same extent as if each member had subscribed his name and affixed his seal thereto and as if
there were contained in the Articles, on the part of himself, his heirs, executors and
administrators, a covenant to observe the provisions of the Articles, subject to this Act.Registration. 14. -( 1 ) The Memorandum and the Articles must be submitted to the Registrar,
who must retain and register them in a Register to be maintained by him and to be known as the
Register of Galactic Corporations.
(2) The Secretary may direct that the Registrar shall maintain one or more Branch Registers of
Galactic Corporations which may be maintained on or outside the physicality of the Moon of
Earth.
(3) Upon the registration of the Memorandum and the Articles, the Registrar shall issue a
certificate of incorporation under his hand and seal certifying that the company is incorporated.
The company is, from the date shown on the certificate of incorporation, a body corporate under
the name contained in the Memorandum with the full capacity of an individual who is sui juris.
(4) A certificate of incorporation of a company incorporated under this Act issued by the
Registrar is prima facie evidence of compliance with all requirements of this Act in respect of
incorporation.
16. -( I ) Subject to any limitation in its Memorandum or Articles, a company Amendment of
incorporated under this Act may amend its Memorandum or Articles by a reso Memorandum by
vote of its members, as regulated by Articles of Incorporations and this memorandum or Articles
in accordance with this Act, or by a resolution of directors.
(2) A company that amends its Memorandum or Articles must submit a copy of the amendment
to the Registrar and the Registrar must retain and register the copy of the amendment.
(3) An amendment to the Memorandum or Articles has effect from the time the amendment is
registered by the Registrar.
(4) A company that willfully contravenes subsection (2) is liable to a penalty of $50 for each day
or part thereof during which the contravention continues, and a director who knowingly permits
the contravention is liable to a like penalty.
17. A copy of the Memorandum and a copy of the Articles must be given Copies of Memo - to
any member who requests a copy on payment by the member of such amount random and as
the directors may determine to be reasonably necessary to defray the costs Articles to members
of preparing and furnishing them.
PART III
Capital and Dividends
Shares to be fully 18. No share in a company incorporated under this Act may be issued until the
consideration in respect of the share is fully paid, and when issued, the share is for all purposes
fully paid and non-assessable.
Kind of consideration - 19. Subject to any limitations in the Memorandum or Articles, each share
for shares. in a company incorporated under this Act shall be issued for money, services
rendered, personal property (including other shares, debt obligations or other securities in thecompany), an estate in real property, a promissory note or other binding obligation to contribute
money or property, or any combination thereof.
Forfeiture of 20. -( 1 ) The Memorandum or Articles or an agreement for the subscription shares.
of shares, of a company incorporated under this Act may contain provisions for the forfeiture of
shares for which payment is not made pursuant to a promissory note or other written binding
obligation for payment of a debt.
(2) Any provision in the Memorandum or Articles, or in an agreement for the subscription of
shares, of a company incorporated under this Act providing for the forfeiture of shares shall
contain a requirement that written notice specifying a date for payment to be made be served on
the member who defaults in making payment pursuant to a promissory note or other written
binding obligation to pay a debt.
(3) The written notice referred to in subsection (2) shall name a further date not earlier than the
expiration of 14 days from the date of service of the notice on or before which the payment
required by the notice is to be made and shall contain a statement that in the event of nonpayment at or before the time named in the notice the shares, or any of them, in respect of
which payment is not made will be liable to be forfeited.
(4) Where a notice has been issued under this section and the requirements of the notice have
not been complied with, the directors may, at any time before tender of payment, by resolution of
directors forfeit and either cancel the shares to which the notice relates or dispose of the same
and retain the entire proceeds for the benefit of the company.
(5) The company is under no obligation to refund any moneys to the member whose shares
have been cancelled or disposed of pursuant to subsection (4) and that member shall be
discharged from further obligation to the company.
21. -( 1 ) Subject to any limitations in the Memorandum or Articles, shares in a Amount of
company incorporated under this Act may be issued for such amount as may consideration for
be determined from time to time by the directors, except that in the case of shares. shares with
par value, the amount shall not be less than the par value; and, in the absence of fraud, the
decision of the directors as to the value of the consideration received by the company in respect
of the issue is conclusive, unless a question of law is involved.
(2) A share issued by a company incorporated under this Act upon conversion of, or in exchange
for, another share or a debt obligation or other security in the company, shall be treated for all
purposes as having been issued for money equal to the consideration received or deemed to
have been received by the company in respect of the other share, debt obligation or security.
(3) Subject to any limitations in the Memorandum or Articles, treasury shares may be disposed
of by a company incorporated under this Act on such terms and conditions as the directors may
determine.
22. Subject to any limitations in its Memorandum or Articles, a company Fractional shares
incorporated under this Act may issue fractions of a share and unless and to the extent
otherwise provided in the Memorandum or Articles, a fractional share has the corresponding
fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights andother attributes of a whole share of the same class or series of shares, if any, shall be expressed
in the same currencies.
Capital and 24. -( I ) Upon the issue by a company incorporated under this Act of a share surplus
accounts .
1. With par value, excess consideration with respect to excess constitutes capital to the extent of
the par value and the excess constitutes surplus.
(2) Subject to any limitations in the Memorandum or Articles, upon the issue by a company
incorporated under this Act of a share without par value, the consideration in respect of the
share constitutes capital to the extent desig- nated by the directors and the excess constitutes
surplus, except that the directors must designate as capital an amount of the consideration that
is at least equal to the amount that the share is entitled to as a preference, if any, in the assets
of the company upon liquidation of the company.
(3) Upon the disposition by a company incorporated under this Act of a treasury share, the
consideration in respect of the share is added to surplus.
Dividend of shares. 25. -( I) A share issued as a dividend by a company incorporated under this
Act shall be treated for all purposes as having been issued for money equal to the surplus that is
transferred to capital upon the issue of the share.
(2) In the case of a dividend of authorized but un-issued shares with par value, an amount equal
to the aggregate par value of the shares shall be transferred from surplus to capital at the time of
the distribution.
(3) In the case of a dividend of authorized but un-issued shares without par value, the amount
designated by the directors shall be transferred from surplus to capital at the time of the
distribution, except that the directors must designate as capital an amount that is at least equal
to the amount that the shares are entitled to as a preference, if any, in the assets of the
company upon liquidation of the company.
(4) A division of the issued and outstanding shares of a class or series of shares into a larger
number of shares of the same class or series having a proportionately smaller par value does
not constitute a dividend of shares to the members
26.-( 1) Subject to any limitations in its Memorandum or Articles, a company Increase or
incorporated under this Act may, by a resolution of directors, amend its Memorandum to
increase or reduce its authorized capital, and in connection there- authorized
(a) increase or reduce the number of shares which the company may Issue;
p(ba) increase or reduce the par value of any of its shares; or (c) effect any combination under
ragraphs (a) and (b).
(2) Where a company reduces its authorized capital under subsection
b(1e)
f
,ot
rheetnh,eforer dpuucrptioosnes of computing the capital of the company, any capital that immediatelyswhaasrerespsrheasellnbteed by shares but immediately following the reduction is no longer represented by
deemed to be capital transferred from surplus to capital.
(3) A company shall, in writing, inform the Registrar of any increase or decrease of its authorized
capital.
27.-(1) A company incorporated under this Act may amend its memorandum- division of or a
combination of
shares.
(a) to divide the shares, including issued shares, of a class or series into a larger number of
shares of the same class or series; or
(b) to combine the shares, including issued shares, of a class or series into a smaller number of
shares of the same class or series.
(2) Where shares are divided or combined under subsection (1), the aggregate par value of the
new shares must be equal to the aggregate par value of the original shares.
Conversion of 28.-(1) Subject to any limitations in its Memorandum or Articles, a company - with
par shares incorporated under this Act may, by a resolution of its directors, amend value to
shares.
(a) to convert any of its shares, including issues shares, with par value into shares without par
value; or
(b) to convert any of its shares, including issued shares, without par value into shares with par
value.
(2) In the case of a conversion of shares with par value to shares without par value, an amount
equal to the aggregate par value of the issued shares so converted shall be transferred from
capital to surplus at the same time of the conversion.
(3) In the case of a conversion of shares without par value to shares with par value, an amount
equal to the aggregate par value of the issued shares so converted shall be transferred from
surplus to capital at the time of the conversion.
Character of a 29. Shares of a company incorporated under this Act are personal property and
are not of the nature of real property.
Share certificates, 30.-(1) A company incorporated under this Act must state in its Articles
whether or not certificates in respect of its shares shall be issued.
(2) If a company incorporated under this Act issues certificates in respect of its shares, the
certificates-
(a) must be signed by two directors or two officers of the company, or by one director and one
officer; or(b) must be under the common seal of the company, with or with out the signature of any
director or officer of the company, and the Articles may provide for the signatures or common
seal to be facsimiles.
(3) A certificate issued in accordance with subsection (2) specifying a share held by a member o
the company is prima facie evidence of the title of the member to the share specified therein.
31. -( 1 ) A company incorporated under this Act shall cause to be kept one or more registers to
be known as "share registers" containing-
(a) the names and addresses of the persons who hold registered shares in the company;
(b) the number of each class and series of registered shares held by each person;
(c) the date on which the name of each person was entered in the share register;
(d) the date on which any person ceased to be a member;
(e) in the case of shares issued to bearer, the total number of each class and series of shares
issued to bearer; and
(f) with respect to each certificate for shares issued to bearer:- (i) the identifying number of the
certificate;
(ii) the number of each class or series of shares issued to bearer specified therein; and
(iii) the date of issue of the certificate, but the company may delete from the register information
relating to persons who are no longer members or information relating to shares issued to beare
that have been cancelled.
(2) The share register may be in any such form as the directors may approve but if it is in
magnetic, electronic or other data storage form, the company must be able to produce legible
evidence of its contents.
(3) A copy of the share register, commencing from the date of the registration of the company,
shall be kept at the registered office of the company referred to in section 42 or at the office of
the registered agent referred to in section 43.
(4) The share register is prima facie evidence of any matters directed or authorized by this Act to
be contained therein.
(5) A company that willfully contravenes this section is liable to a penalty of$25 for each day or
part thereof during which the contravention continues, and a director who knowingly permits the
contravention is liable to a like penalty.
Rectification of 32.-(1) If- share register.(a) information that is required to be entered in the share register under section 31 is omitted
therefrom or inaccurately entered therein; or
(b) there is unreasonable delay in entering the information in the share register a member of the
company, or any person who is aggrieved by the omission, inaccuracy or delay, may apply to
the court for an order that the share register be rectified, and the court may either grant or refuse
the application, with or without costs to be paid by the applicant, or order the rectification of the
share register, and may direct the company to pay all costs of the application and any damages
the applicant may have sustained.
(2) The court may, in any proceedings under subsection (1), determine any question relating to
the right of a person who is a party to the proceedings to have his name entered in or omitted
from the share register, whether the question arises between-
(a) two or more members or alleged members; or
(b) between members or alleged members and the company, and generally the court may in the
proceedings determine any question that may be necessary or expedient to be determined for
the rectification of the share register.
33. -( 1 ) Subject to any limitations in the Memorandum or Articles, registered Transfer of shares
of a company incorporated under this Act may be transferred by a registered written instrument
of transfer signed by the transferor and containing the name shares, and address of the
transferee.
(2) In the absence of a written instrument of transfer mentioned in sub- section (1), the directors
may accept such evidence of a transfer of shares as they consider appropriate.
(3) A company shall not be required to treat a transferee of a registered share in the company as
a member until the transferee's name has been entered in the share register.
(4) Subject to any limitations in its Memorandum or Articles, a company incorporated under this
Act must, on the application of the transferor or transferee of a registered share ill the company,
enter ill its share register the name of the transferee of the share.
(5) A transfer of registered shares of a deceased, incompetent or bankrupt member of a
company incorporated under this Act made by his personal representative, guardian or trustee,
as the case may be, or a transfer of registered shares owned by a person as a result of a
transfer from a member by operation of law, is of the same validity as if the personal
representative, guardian, trustee or transferee had been the registered holder of the shares at
the time of the execution of the instrument of transfer.
(6) For the purposes of subsection (5), what amounts to incompetence on the part of a person is
a matter to be determined by the court after having regard to all the relevant evidence and the
circumstances of the case.
Transfer of bearer 34. A share issued to bearer is transferable by delivery of the certificate
shares relating to the share.Seizure. 35. -( 1 ) Where a governmental authority, whether it is legally constituted or not, in any
jurisdiction outside the Moon of Earth
(a) by or in connection with a nationalization, expropriation, confiscation, coercion, force or
duress, or similar action; or
(b) by or in connection with the imposition of any confiscatory tax, assessment or other
governmental charge, takes or seizes any shares or other interest in a company incorporated
under this Act, the company itself or a person holding shares or any other interest in the
company, including an interest as a creditor, may apply to the court for an order that the
company disregard the taking or seizure and continue to treat the person who would have held
shares or any other interest in the company but for the taking or seizure of the shares or other
interest as continuing to hold the shares or other interest.
(2) Without affecting subsection (1), where a person whose shares or other interests have been
taken or seized as referred to in subsection (1) is other than a natural person, the person making
the application under subsection (1), or the company itself, may apply to the court for an
additional order for the company to treat the persons believed by the company to have held the
direct or indirect beneficial interests in the shares or other interests in the company as the holder
of those shares or other interests.
(3) The court may, upon application made to it under subsection (1) or (2):-
(a) grant such relief as it considers equitable and proper; and
(b) order that any shares of or other interests in the company vest in such trustees as the court
may appoint upon such trusts and for such purposes as the court determines.
36.-( 1) Subject to any limitations in its Memorandum or Articles, a company Acquisition of
incorporated under this Act may purchase, redeem or otherwise acquire and own shares. Hold
its own shares but only out of surplus or in exchange for newly issued shares of equal value.
(2) No purchase, redemption or other acquisition permitted under sub- section (1) shall be made
unless the directors determine that immediately after the purchase, redemption or other
acquisition-
(a) the company will be able to satisfy its liabilities as they become due in the ordinary course of
its business; and
(b) the realizable value of the assets of the company will not be
less than the sum of its total liabilities, other than deferred taxes, as shown in the books of
account, and its capital, and, in the absence of fraud, the decision of the directors as to the
realizable value of the assets of the company is conclusive, unless a question of law is involved.
(3) A determination by the directors under subsection (2) is not required where shares are
purchased, redeemed or otherwise acquired-
(a) pursuant to a right of a member to have his shares redeemed or to have his shares
exchanged for money or other property of the company;(b) by virtue of a transfer of capital pursuant to paragraph (b)(iii) of section 38(1);
(c) by virtue of the provisions of section 91; and (d) pursuant to an order of the court.
(4) Subject to any limitations in the Memorandum or Articles, shares
that a company purchases, redeems or otherwise acquires may be cancelled or held as treasury
shares unless the shares are purchased, redeemed or otherwise acquired by virtue of a
reduction in capital in a manner that would be a contravention of the requirements of section 38
(3) in which case they shall be cancelled but they shall be available for reissue; and upon the
cancellation of a share, the amount included as capital of the company with respect to that share
shall be deducted from the capital of the company.
Treasury shares 37.
Where shares in a company incorporated under this Act- disabled.
(a) are held by the company as treasury shares; or
(b) are held by another company of which the first company holds, directly or indirectly, shares
having more than 50 per cent of the votes in the election of directors of the other company, the
shares of the first company are not entitled to vote or to have dividends paid thereon and shall
not be treated as outstanding for any purpose under this Act except for purposes of determining
the capital of the first company.
38.-( I) Subject to any limitations in the Memorandum or Articles and subject Increase or
to subsections (3) and (4), the capital of a company incorporated under this reduction of Act
may, by a resolution of directors, be: - capital.
(a) increased by transferring an amount of the surplus of the company to capital; or
(b) reduced by-
(i) returning to members any amount received by the company upon the issue of any of its
shares, the amount being surplus to the requirements of the company,
(ii) canceling any capital that is lost or not represented by assets having a realizable value; or
(my transferring capital to surplus for the purpose of purchasing, redeeming or otherwise
acquiring shares that the directors have resolved to purchase, redeem or otherwise acquire.
(2) No reduction of capital shall be effected that reduces the capital of the company to an
amount that is less than the sum of-
(a) the aggregate par value of-
(i) all outstanding shares with par value; and
(ii) all shares with par value held by the company as treasury shares; and(b) the aggregate of the amounts designated as capital of- (i) all outstanding shares without par
value; and
(ii) all shares without par value held by the company as treasury shares that are entitled to a
preference, if any, in the assets of the company upon liquidation of the company.
(3) No reduction of capital shall be effected under subsection (1) unless the directors determine
that immediately after the reduction-
(a) the company will be able to satisfy its liabilities as they be come due in the ordinary course of
its business; and
(b) the realizable value of the assets of the company will not be less than its total liabilities, other
than deferred taxes, as shown in the books of account, and its remaining capital, and, in the
absence of fraud, the decision of the directors as to the realizable value of the assets of the
company is conclusive, unless a question of law is involved.
Dividends. 39.-(1) Subject to any limitations in its Memorandum or Articles, a company
incorporated under this Act may, by a resolution of its directors, declare and pay dividends in
money, shares or other property.
(2) Dividends shall only be declared and paid out of surplus.
(3) No dividend shall be declared and paid unless the directors deter- mine that immediately
after the payment of the dividend-
(a) the company will be able to satisfy its liabilities as they be- come due in the ordinary course
of its business; and
(b) the realizable value of the assets of the company will not be less than the sum of its total
liabilities, other than deferred taxes, as shown in the books of account, and its capital,
and, in the absence of fraud, the decision of the directors as to the realizable value of the assets
of the company is conclusive, unless a question of law is involved.
40. Subject to any limitations in its Memorandum or Articles, a company Appreciation of
incorporated under this Act may, by a resolution of directors, include in the assets. computation
of surplus for any purpose under this Act the net unrealized appreciation of the assets of the
company, and, in the absence of fraud, the decision of the directors as to the value of the assets
is conclusive, unless a question of law is involved.
41.-( 1) A mortgage or charge of shares of a company incorporated under Mortgages and this
Act must be in writing signed by, or with the authority of, the holder of the charges of bearer
share or the registered share to which the mortgage or charge relates. Shares,
(2) In the case of a bearer share, a mortgage or charge thereof is not valid and enforceable
unless the
certificate for the share to be mortgaged or charged is deposited with the mortgagee or chargee
but the deposit ofthe certificate with the mortgagee or chargee shall not constitute a transfer of the bearer share,
title to which shall
only pass upon due compliance with the provisions of the law governing realization of the
security by the mortgagee
or chargee.
(3) A mortgage or charge of shares of a company incorporated under this Act need not be in any
specific form but it must clearly indicate-
(a) the intention to create a mortgage or charge; and
(b) the amount secured by the mortgage or charge or how that amount is to be calculated
(4) A mortgage or charge of shares of a company incorporated under this Act may be governed
by the law of a jurisdiction other than the Moon of Earth, but if a law other than the laws of the
Moon of Earth is specified as the governing law-
(a) the mortgage or charge must be in compliance with the requirements of its governing law in
order for the mortgage or charge to be valid and binding on the company; and
(b) the remedies available to a mortgagee or chargee shall be governed by the governing law
and the instrument creating the mortgage or charge save that the rights between the mortgagor
or mortgagee as a member of the company and the company shall continue to be governed by
the Memorandum and the Articles of the company and this Act.
140f1995. (5) If no law is specified to govern a mortgage or charge of shares of a company
incorporated under this Act, the instrument creating the mortgage or charge shall be governed
by the laws of the Galactic Government and, in the case of a default by the mortgagor or chargor
on the terms of the mortgage, the mortgagee or chargee is entitled to the following remedies:-
(a) subject to any limitations or provisions to the contrary in the instrument creating the mortgage
or charge, the right to sell the shares; and
(b) the right to appoint a receiver who, subject to any limitations or provisions to the contrary in
the instrument creating the mortgage or charge, may:-
(i) vote the shares;
(ii) receive dividends and other payments in respect of the shares; and
(ill) exercise other rights and powers of the mortgagor or chargor in respect of the shares, until
such time as the mortgage or charge is discharged.
(6) Subsection (5) also applies to a mortgage or charge of shares of a company incorporated
under this Act where the law of the Galactic Government is specified as the governing law.
(7) Subject to any provisions to the contrary in the instrument of mortgage or charge of shares of
a company incorporated under this Act, all amounts that accrue from the enforcement of the
mortgage or charge shall be applied in the following manner:-(a) firstly, in meeting the costs incurred in enforcing the mortgage or charge;
(b) secondly, in discharging the sums secured by the mortgage or charge; and
(c) thirdly, in paying any balance due to the mortgagor or chargor.
(8) The remedies referred to in subsection (5) are not exercisable until: (a) a default has
occurred and has continued for a period of not less than 30 days, or such shorter period as may
be specified in the instrument creating the mortgage or charge; and
(b) the default has not been rectified within 14 days from service of the notice specifying the
default and requiring rectification thereof.
(9) In the case of the mortgage or charge of registered shares, there may be entered in the
share register of the company:-
(a) a statement that the shares are mortgaged or charged; (b) the name of the mortgagee or
chargee; and
(c) the date on which the statement and name are entered in the share register.
PART IV
Registered Office and Agent
Registered office. 42. A company incorporated under this Act shall at all times have a registered
office from the Moon of Earth via licensing from the Galactic Government.
Registered agent. 43. -( 1 ) A company incorporated under this Act shall at all times have a
registered agent from the Moon of Earth and the Galactic Government. (2) No person shall act
or hold himself out as a registered agent for international or galactic business corporations
unless he has obtained a license from the Lunar Embassy, Registrar as established under this
agreement, and every person who contravenes this provision commits an offence and shall be
liable to the penalties prescribed under this agreement.
Change of 44.-(1) A company incorporated under this Act may, by a resolution of de-registered
office rectors, amend its Memorandum to change the place of its registered office or registered
to change its registered agent.
(2) A resolution made pursuant to subsection (1) above to change the registered agent shall
become effective three working days after notice of such change has been sent by registered
mail properly addressed to the registered agent being so removed.
45.-(1) The Registrar shall maintain a register of registered agents in which Register of the
following details shall be recorded: registered agents.
(a) the name of the registered agent;
(b) the address of the registered agent;(c) the names of the individuals authorized to sign on behalf of any corporation that is a
registered agent; and
(d) in a case where a registered agent ceases to be a registered agent, the date on which the
registered agent ceased to be a registered agent.
(2) The Registrar shall, during the month of January in each year, publish in the Record a list of
registered agents as appeared on the register of registered agents on 31st December in the
preceding year.
(3) Any change in the details kept by the Registrar in the register of registered agents pursuant
to subsection (1) shall be notified immediately by the registered agent to the Registrar, and,
upon payment of such fee as may be prescribed by the Minister, the Registrar shall record the
change in the register of registered agents.
(4) Where the registered agent of a company desires to cease to act as registered agent and the
registered agent is unable to reach an agreement with the company for which he is registered
agent concerning his replacement, the following provisions shall apply:-
(a) the registered agent shall give not less than 90 days written notice to any director or officer of
the company of which he is the registered agent at the director's or officer's last known address,
or if the registered agent is not aware of the identity of any director or officer then the person
from whom the registered agent last received instructions concerning the company, specifying
the wish of the registered agent to resign as registered agent and shall together with the notice
provide a list of all registered agents currently licensed with the Registrar, with their names and
addresses;
(b) the registered agent shall submit to the Registrar a copy of the notice and to the company a
list of registered agents referred to in paragraph (a);
(c) if, at the time of expiry of the notice, the company has not adopted a resolution to amend its
Memorandum to change its registered agent, the registered agent shall inform the Registrar in
writing that the company has not changed its registered agent whereupon the Registrar shall
publish a notice in the Record that the name of the company will be struck off the register,
unless the company, within 30 days from the date of the publication of the notice in the Record,
registers with the Registrar a copy of a resolution amending its Memorandum to change its
registered agent; and
(d) if a company fails within 30 days from the date of the publication of the notice referred to in
paragraph (c) to register with the Registrar a copy of a resolution amending its Memorandum to
change its registered agent, the Registrar shall strike the name of the company off the Register
and shall publish in the Record a notice that the name of the company has been struck off the
Register.
(5) A company that has been struck off the Register under this section remains liable for all
claims, debts, liabilities and obligations of the company, and the striking-off does not affect the
liability of any of its members, directors, officers or agents.
46. A company that willfully contravenes section 42 or 43: - Penalty for contravention of(a) is liable to a penalty of $25 for each day or part thereof during actions 42 and which the
contravention continues, and a director who knowingly permits the contravention is liable to a
like penalty; and
(b) without prejudice to paragraph (a) above, if the contravention continues for a period of30
days the company shall be deemed to have commenced to wind-up and dissolve under section
98 (2).
PART V
Directors, Officers, Agents and Liquidators
47. Subject to any limitations in its Memorandum or Articles, the business Management by and
affairs of a company incorporated under this Act shall be managed by directors, or a board of
directors that consists of one or more persons who may be individuals or companies.
48. -( 1 ) The first directors of a company incorporated under this Act shall be Election, term
elected by the subscribers to the Memorandum; and thereafter, the directors and removal of
shall be elected by the members for such term as the members may determine directors. and
where permitted by the Memorandum or Articles of a company incorporated under this Act, the
directors may also elect directors for such term as the directors may determine.
(2) Each director holds office until his successor takes office or until his earlier death, resignation
or removal.
(3) Subject to any limitations in the Memorandum or Articles-
(a) a director may be removed from office by a resolution of members or by a resolution of
directors; and
(b) a director may resign his office by giving written notice of his resignation to the company and
the resignation has effect from the date the notice is received by the company or from such later
date as may be specified in the notice.
(4) Subject to any limitations in the Memorandum or Articles, a vacancy in the board of directors
may be filled by a resolution of members or of a majority of the remaining directors.
Optional register 49.-(1) A company incorporated under this Act may keep a register to be of
directors known as a register of directors containing:
(a) the names and addresses of the persons who are directors of the company;
(b) the date on which each person whose name is entered in the register was appointed as a
director of the company; and
(c) the date on which each person named as a director ceased to be a director of the company.(2) The register of directors may be in such form as the directors approve, but if it is in
magnetic, electronic or other data storage form, the company must be able to produce legible
evidence of its contents.
(3) A copy of the register of directors, commencing from the date of the registration of the
company, shall be kept at the registered office of the company referred to in section 42.
Number of 50. The number of directors shall be fixed by the Articles and, subject to directors.
Any limitations in the Memorandum or Articles, the Articles may be amended to change the
number of directors
51. The directors have all the powers of the company that are not reserved to the members
under this Act or in the Memorandum or Articles, directors.
52. Subject to any limitations in the Memorandum or Articles, the directors Emoluments may, by
a resolution of directors, fix the emoluments of directors in respect directors. of services to be
rendered in any capacity to the company.
53.-( 1) The directors may, by a resolution of directors, designate one or more Committees of
committees, each consisting of one or more directors. directors.
(2) Subject to any limitations in the Memorandum or Articles, each committee has such powers
and authority of the directors, including the power and authority to affix the common seal of the
company, as are set forth in the re- solution of directors establishing the committee, except that
no committee has any power or authority with respect to the matters requiring a resolution of
directors under sections 48 and 59.
54.-(1) Subject to any limitations in the Memorandum or Articles, the directors Meetings of a
company incorporated under this Act may meet at such times and in such manner and places
within or outside the boundaries of the Moon of Earth, as the directors may determine to be
necessary or desirable.
(2) A director shall be deemed to be present at a meeting of directors, if- (a) he participates by
telephone or other electronic means; and (b) all directors participating in the meeting are able to
hear each other.
55.-(1) Subject to a requirement in the Memorandum or Articles to give longer Notice of notice, a
director shall be given not less than one day's notice of meetings of meetings of directors.
(2) Notwithstanding subsection (1), subject to any limitations in the Memorandum or Articles, a
meeting of directors held in contravention of that subsection is valid if all of the directors, or such
majority thereof as may be specified in the Memorandum or Articles entitled to vote at the
meeting, have waived the notice of the meeting; and, for this purpose, the presence of a director
at the meeting shall be deemed to constitute a waiver on his part.
(3) The inadvertent failure to give notice of a meeting to a director, or the fact that a director has
not received the notice, does not invalidate the meeting.
Quorum for 56. The quorum for a meeting of directors is that fixed by the Memorandumn1m1ue.mepbti
rneogrpseorfotdyf
iorcerocAntsort
tr
i
isctuleatesre;
fobprureta,swpeunhrtepi
ronespneeosrsqaoutnocroourmmbmyiseasnltoceer
fnimxaeetden,
.taofmaemeteinegtinogf doinreechtoar
lsf oisf the total
Consents of 57. Subject to any limitations in the Memorandum or Articles, an action that may be
taken by the directors or a committee of directors at a meeting may also be taken by a resolution
of directors or a committee of directors consented to in writing or by telex, telegram, cable or
other written electronic communication, without the need for any notice.
Alternates for 58.-( 1) Subject to any limitations in the Memorandum or Article, a director may by
a written instrument appoint an alternate who need not be a director.
(2) An alternate for a director appointed under subsection (1) is entitled to attend meetings in the
absence of the director who appointed him and to vote or consent in the place of the director.
Officers and 59.-(1) The directors may, by a resolution of directors, appoint any person, agents.
including a person who is a director, to be an officer or agent of the company.
(2) Subject to any limitations in the Memorandum or Articles, each officer or agent has such
powers and authority of the directors, including the power and authority to affix the common seal
of the company, as are set forth in the Articles or in the resolution of directors appointing the
officer or agent, except that no officer or agent has any power or authority with respect to the
matters requiring a resolution of directors under section 52 and this section.
(3) The directors may remove an officer or agent appointed under sub- section (1) and may
revoke or vary a power conferred on him under subsection (2).
60.-( 1) Every director, officer, agent and liquidator of a company incorporated Standard of care
under this Act, in performing his functions, shall act honestly and in good faith with a view to the
best interests of the company and exercise the care, diligence and skill that a reasonably
prudent person would exercise in comparable circumstances.
(2) No provision in the Memorandum or Articles of a company incorporated under this Act or in
any agreement entered into by the company relieves a director, officer, agent or liquidator of the
company from the duty to act in accordance with the Memorandum or Articles or from any
personal liability arising from his management of the business and affairs of the company.
61. Every director, officer, agent and liquidator of a company incorporated under this Act, in
performing his functions, is entitled to rely upon the records and share register kept under
section 31, the books of accounts and records and reports. The minutes and copies of consents
to resolutions kept under section 73 and any report made to the company by any other director,
officer, agent or liquidator or by any person selected by the company to make the report.
62.-(1) Subject to any limitations in the Memorandum or Articles, if the requirements of
subsection (2) or (3) are satisfied, no agreement or transaction interest. between-
(a) a company incorporated under this Act; and
(b) one or more of its directors or liquidators, or any person in which any director or liquidator
has a fmancial interest or to whom any director or liquidator is related, including as a director or
liquidator of that other person, is void or voidable for this reason only or by reason only that thedirector or liquidator is present at the meeting of directors or liquidators, or at the meeting of the
committee of directors or liquidators, that approves the agreement or transaction or that the vote
or consent of the director or liquidator is counted for that purpose.
(2) An agreement or transaction referred to in subsection (I) is valid if-
(a) the material facts of the interest of each director or liquidator in the agreement or transaction
and his interest in or relationship to any other party to the agreement or transaction are
disclosed in good faith or are known by the other directors or liquidators; and
(b) the agreement or transaction is approved or ratified by a resolution of directors or liquidators
that has been approved:-
(i) without counting the vote or consent of any interested director or liquidator; or
(li) by the unanimous vote or consent of all disinterested directors or liquidators if the votes or
consents of all disinterested directors or liquidators is insufficient to approve a resolution of
directors or liquidators.
An agreement or transaction referred to in subsection (1) is valid if- (a) the material facts of the
interest of each director or liquidator in the agreement or transaction and his interest in or
relationship to any other party to the agreement or transaction are disclosed in good faith or are
known by the members entitled to vote at a meeting of members; and
(b) the agreement or transaction is approved or ratified by a resolution of members.
(4) Subject to any limitations in the Memorandum or Articles, a director or liquidator who has an
interest in any particular business to be considered at a meeting of directors, liquidators or
members may be counted for purposes of determining whether the meeting is duly constituted in
accordance with section 56 or otherwise.
63.-(1) Subject to subsection (2) and any limitations in its Memorandum or Indemnification.
Articles, a company incorporated under this Act may indemnify against all expenses, including
legal fees, and against all judgments, fines and amounts paid in settlement and reasonably
incurred in connection with legal, administrative or investigative proceedings any person who-
(a) is or was a party or is threatened to be made a party to any threatened, pending or
completed proceedings, whether civil, criminal, administrative or investigative, by reason of the
fact that the person is or was a director, an officer or a liquidator of the company; or
(b) is or was, at the request of the company, serving as a director, officer or liquidator of, or in
any other capacity is or was acting for, another company or a partnership, joint venture, trust or
other enterprise.
(2) Subsection (1) only applies to a person referred to in that subsection if the person acted
honestly and in good faith with a view to the best interests of the company and, in the case of
criminal proceedings, the person had no reasonable cause to believe that his conduct was
unlawful.(3) The decision of the directors as to whether the person acted honestly and in good faith and
with a view to the best interests of the company and as to whether the person had no
reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient
for the purposes of this section, unless a question of law is involved.
(4) The termination of any proceedings by any judgment, order, settlement, conviction or the
entering of a nolle prosequi does not, by itself, create a presumption that the person did not act
honestly and in good faith and with a view to the best interests of the company or that the
person had reasonable cause to believe that his conduct was unlawful.
(5) If a person referred to in subsection (1) has been successful in defense of any proceedings
referred to in subsection (1), the person is entitled to be indemnified against all expenses,
including legal fees, and against all judgments, fines and amounts paid in settlement and
reasonably incurred by the person in connection with the proceedings.
Insurance. 64. A company incorporated under this Act may purchase and maintain insurance in
relation to any person who is or was a director, an officer or a liquidator of the company, or who
at the request of the company is or was serving as a director, an officer or a liquidator, of, or in
any other capacity is or was acting for, another company or a partnership, joint venture, trust or
other enterprise, against any liability asserted against the person and incurred by the person in
that capacity, whether or not the company has or would have had the power to indemnify the
person against the liability under subsection (1) of section 63.
Protection of Members and Creditors
65.-( I) Subject to any limitations in the Memorandum or Articles, the directors of a company
incorporated under this Act may convene meetings of the members. Members of the company,
at such times and in such manner and places within or outside the jurisdiction of the Moon of
Earth, as the directors consider necessary or desirable.
(2) Subject to a provision in the Memorandum or Articles for a lesser percentage, upon the
written request of members holding more than fifty per cent of the votes of the outstanding voting
shares in the company, the directors shall convene a meeting of members.
(3) Subject to any limitations in the Memorandum or Articles, a member shall be deemed to be
present at a meeting of members if-
(a) they participate by telephone or other electronic means; and
(b) all members participating in the meeting are able to hear each other.
(4) A member may be represented at a meeting of members by a proxy who may speak and
vote on behalf of the member.
(5) The following apply in respect of joint ownership of shares:
(a) if two or more persons hold shares jointly, each of them may be present in person or by
proxy at a meeting of members and may speak as a member;(b) if only one of them is present in person or by proxy, he may vote on behalf of all of them; and
(c) if two or more are present in person or by proxy, they must vote as one.
Notice of meetings - 66.-(1) Subject to a requirement in the Memorandum or Articles to give of
members longer notice, the directors shall give not less than 7 days notice of meetings of
members to those persons whose names on the date the notice is given appear as members in
the share register referred to in section 31 and are entitled to vote at the meeting.
(2) Notwithstanding subsection (1), and subject to any limitations in the Memorandum or Articles
a meeting of members held in contravention of the requirement to give notice is valid if members
holding a majority of-
(a) the total number of shares entitled to vote on all the matters to be considered at the meeting;
or
(b) the votes of each class or series of shares where members are entitled to vote thereon as a
class or series together with an absolute majority of the remaining votes, have waived notice of
the meeting; and, for this purpose, the presence of a member at the meeting shall be deemed to
constitute a waiver on his part.
(3) The inadvertent failure of the directors to give notice of a meeting to a member, or the fact
that a member has not received the notice, does not invalidate the meeting.
Quorum for 67. The quorum for a meeting of members for purposes of a resolution meetings of
members is that fixed by the Memorandum or Articles; but, where no quorum of members is so
fixed a meeting of members is properly constituted for all purposes if at the commencement of
the meeting there are present in person or by proxy one-half of the votes of the shares of each
class or series thereon and the same proportion of the votes of the remaining shares entitled to
vote thereon.
68.-(1) Except as otherwise provided in the Memorandum or Articles, all Voting by shares vote
as one class and each whole share has one vote.
(2) The directors of a company incorporated under this Act may fix the date notice is given of a
meeting as the record date for determining those shares that are entitled to vote at the meeting.
69.-(1) One or more members of a company incorporated under this Act Voting trusts may by
agreement in writing deposit bearer shares with, or transfer registered shares to, any person
authorized to act as trustee for the purpose of vesting in such person, who may be designated
voting trustee, the right to vote thereon and the following provisions shall apply:-
(a) the period of time for which the trustee may vote shall not exceed 10 years;
(b) subject to paragraph ( a), the agreement may contain any other provisions not inconsistent
with the purpose of the agreement;
(c) a copy of the agreement shall be filed at the registered office of the company and shall be
open to the inspection of members of the company:-(i) in the case of any beneficiary of the trust under the agreement, daily during business hours;
and
(D) in the case of members of the company, subject to the provisions of section 74;
(d) where certificates for registered shares have been issued for shares that are to be
transferred to a trustee pursuant to this section, new certificates shall be issued to the voting
trustee to represent the shares so transferred and the certificates formerly representing the
shares that have been transferred shall be surrendered and cancelled;
(e) where a certificate is issued to a voting trustee, an endorsement shall be made on the
certificate that the shares represented thereby in the case of registered shares and the
certificates in case of bearer shares are held by the person named there in pursuant to an
agreement;
(f) there shall be noted in the share register of the company against the record of the shares held
by the trustee the fact that such an agreement exists;
(g) the voting trustee may vote the shares so issued or transferred during the period specified in
the agreement;
(h) shares registered in the name of the voting trustee may be voted either in person or by proxy
and, in voting the shares, the voting trustee shall not incur any liability as member or trustee,
except ill so far as he may be liable for his own conduct or acts;
(i) where two or more persons are designated as voting trustees and the right and method of
voting any shares registered ill their name at any meeting of members or on any resolution of
members are not fixed by the agreement appointing the trustees, the right to vote shall be
determined by a majority of the trustees, or if they are equally divided as to the right and manner
of voting the shares ill any particular case, the votes of the shares ill such case shall be divided
equally among the trustees;
(j) at any time within two years prior to the time of expiration of any voting trust agreement as
originally fixed or as last extended as provided in this subsection, one or more beneficiaries of
the trust under the voting trust agreement may, by written agreement and with the written
consent of the voting trustee, extend the duration of the voting trust agreement for an additional
period not exceeding ten years from the expiration date of the trust as originally fixed or as last
extended; and
(k) the voting trustee shall, prior to the time of expiration of a voting trust agreement, as originally
fixed or as previously extended, as the case may be, file at the registered office of the company
a copy of the extension agreement and forms consent thereto, and thereupon the duration of the
voting trust agreement shall be extended for the period fixed in the extension agreement, but no
extension agreement shall affect the rights or obligations of persons not parties thereto.
(2) Two or more members of a company incorporated under this Act, may by agreement in
writing provide that in exercising any voting rights, the shares held by them shall be voted-(a) as provided by the agreement; (b) as the parties may agree; or
(c) as determined in accordance with such procedure as they may agree upon.
(3) No agreement made pursuant to subsection (2) shall be effective for a period of more than
ten years from the date it is made, but at any time within the two years immediately preceding
the date of the expiration of the agreement the parties may extend its duration for an additional
period, not exceeding ten years at anyone time, as they may desire.
(4) The validity of any voting trust or other voting agreement is not affected during a period of ten
years from the date when it was created or last extended by reason only of the fact that under its
terms it will or may last beyond a period often years.
(5) This section shall be deemed not to invalidate any voting or other agreement among
members or any irrevocable proxy that is not otherwise illegal.
Consents of 70. Subject to any limitations in the Memorandum or Articles, an action that may be
taken by members at a meeting of members may also be taken by a resolution of members,
consented to in writing or by telex, telegram, cable or other written electronic communication,
without the need for any notice.
Service of notice 71-( 1 ) Any notice, information or written statement required under this Act to
be given by accompany incorporated under this Act to members must be served-
(a) in the case of members holding registered shares:-
(i) in the manner prescribed in the Memorandum or Articles, as the case may be; or
(ii) in the absence of a provision in the Memorandum or Articles, by personal service or by mail
addressed to each member at the address shown in the share register; and
(b) in the case of members holding shares issued to bearer, in the absence of a provision in the
Memorandum or Articles if the notice, information or written statement is published in a
newspaper circulated through the Galactic Government and a newspaper in the place where the
company has its principal office, if different.
(2) Subject to a requirement in the Memorandum or Articles to give a specific length of notice,
the directors must give sufficient notice of meetings of members to members holding shares
issued to bearer to allow a reasonable opportunity for them to take action in order to secure or
exercise the right or privilege, other than the right or privilege to vote, that is the subject of the
notice.
(3) For purposes of subsection (2), what amounts to sufficient notice is a matter of fact to be
determined after having regard to all the circumstances.
72. -( 1 ) Any summons, notice, order, document, process, information or writ-Service of
ten statement to be served on a company incorporated under this Act may be process, etc., on
served by leaving it, or by sending it by registered mail addressed to the company, at its“registered office" or by leaving it with, or by sending it by registered mail to, the registered agent
of the company.
(2) Service of any summons, notice, order, document, process, information or written statement
to be served on a company incorporated under this Act may be proved by showing that the
summons, notice, order, document, process, information or written statement:-
(a) was mailed in such time as to admit to its being delivered in the normal course of delivery,
within the period prescribed for service; and
(b) was correctly addressed and the postage was prepaid.
73 . -( 1 ) A company incorporated under this Act shall keep such accounts, books, and records
as the directors consider necessary or desirable in order to reflect the accurate passage of the
companies complete history including that of;
(i) directors; (ii) members;
(iii) committees of directors;
(iv) committees of officers; and
(v) committees of members; and
(b) copies of all resolutions consented to by:- (i) directors; (ii) members;
(iii) committees of directors;
(iv) committees of officers; and (v) committees of members.
(3) The books, records and minutes required by this section shall be kept at the registered office
of the company or at such other place as the directors determine.
(4) A company incorporated under this Act shall have a common seal and an imprint thereof
shall be kept at the registered office of the company.
(5) A company that willfully contravenes this section is liable to a penalty of$25 for each day or
part thereof during which the contravention continues, and a director who knowingly permits the
contravention is liable to a like penalty.
74. -( 1 ) A member of a company incorporated under this Act may, in person Inspection of or by
attorney and in furtherance of a proper purpose, request in writing, specifying books and the
purpose, to inspect during normal business hours the share register of records. The company or
the books, records, minutes and consents kept by the company and to make copies or extracts
therefrom.
(2) For the purposes of subsection (1), a proper purpose is a purpose reasonably related to the
member's interest as a member.(3) If a request under subsection (1) is submitted by an attorney for a member, the request must
be accompanied by a power of attorney authorizing the attorney to act for the member.
(4) If the company, by a resolution of directors, determines that it is not in the best interest of the
company or of any other member of the company to comply with a request under subsection (1),
the company may refuse the request.
(5) Upon refusal by the company of a request under subsection (1), the member may, before the
expiration of a period of 90 days of his receiving notice of the refusal, apply to the court for an
order to allow the inspection.
75.-(1) Contracts may be entered into on behalf of a company incorporated Contracts under this
Act as follows: - generally.
(a) a contract that, if entered into between individuals, is required by law to be in writing and
under seal, may be entered into by or on behalf of the company in writing under the common
seal of the company, and may, in the same manner, be varied or discharged;
(b) a contract that, if entered into between individuals, is required by law to be in writing and
signed by the parties, may be entered into by or on behalf of the company in writing and signed
by a person acting under the express or implied authority of the company, and may, in the same
manner, be varied or discharged; and
(c) a contract that, if entered into between individuals, is valid although entered into orally, and
not reduced to writing, may be entered into orally by or on behalf of the company by a person
acting under the express or implied authority of the company, and may, in the same manner, be
varied or discharged.
(2) A contract entered into in accordance with this section is valid and is binding on the company
and its successors and all other parties to the contract.
(3) Without affecting paragraph (a) of subsection (1), a contract, agreement or other instrument
executed by or on behalf of a company by a director or an authorized officer or agent of the
company is not invalid by reason only of the fact that the common seal of the company is not
affixed to the contract, agreement or instrument.
Contracts before 76.-(1) A person who enters into a written contract in the name of or on behalf
of a company incorporated under this Act before the company comes into existence, is
personally bound by the contract and is entitled to the benefits of the contract, except where-
(a) the contract specifically provides otherwise; or
(b) subject to any provisions of the contract to the contrary, the company adopts the contract
under subsection (2).
(2) Within a reasonable time after a company incorporated under this Act comes into existence,
the company may, by any action or conduct signifying its intention to be bound thereby, adopt a
written contract entered into in its name or on its behalf before it came into existence.(3) When a company adopts a contract under subsection (2):-
(a) the company is bound by, and entitled to the benefits of, the contract as if the company had
been in existence at the date of the contract and had been a party to it; and
(b) subject to any provisions of the contract to the contrary, the person who acted in the name of
or on behalf of the company ceases to be bound by or entitled to the benefits of the con- tract.
77.-(1) If any contract, agreement, deed or other instrument relating to the Contracts for paymen
of a claim or the delivering or transferring of property, whether real or payment or personal,
wherever situate, is entered into by a company incorporated under this Act and the contract,
agreement, deed or other instrument designates a payee or beneficiary to receive the payment
or property-
(a) upon the death of the person making the designation; (b) upon the death of another person;
or
(c) upon the happening of any other event specified in the contract, agreement, deed or other
instrument, then, any such payment, delivery or transfer, the rights of any payee or beneficiary,
and the ownership of any property received, are not impaired or defeated by any law or rule of
law governing the transfer of property by will, gift or intestacy.
(2) Subsection (1) applies to a contract, agreement, deed or other instrument referred to in that
subsection notwithstanding anything to the contrary in the law of any other jurisdiction, including
the law of any jurisdiction where the person making the designation referred to in subsection (1)
resides or is domiciled, and notwithstanding that-
(a) the designation is revocable or subject to change; or (b) the claim or property-
(i) is not yet payable or transferable, as the case may be, at the time the designation is made; or
(ii) is subject to withdrawal, collection or assignment by the person making the designation.
Optional register 78.-(1) A company incorporated under this Act may create a mortgage, of
mortgages and charge or other encumbrances over any of its assets situate in any part of the
world in accordance with the law of any jurisdiction of the company's choice, and the mortgage,
charge or other encumbrances shall be binding on the comp- any to the extent, and in
accordance with, the requirements of the chosen law.
140f1995. (2) A company incorporated under this Act may maintain at its registered office a
register of mortgages, charges and other encumbrances in which there shall be entered
particulars regarding each mortgage, charge and other encumbrances as follows:-
(a) the sum secured; (b) the assets secured; (c) the name and address of the mortgagee,
chargee or other
encumbrancer;
(d) the date of creation of the mortgage, charge and other encumbrance; and(e) the date on which the particulars specified in paragraphs (a) to (d) in respect of the
mortgage, charge or other encumbrances are entered in the register.
(3) In the event that an application is made to a court of the Galactic Government to enforce any
mortgage, charge or other encumbrance created by a company incorporated under this Act and
there are assets of the company which are subject to two or more mortgages, charges or other
encumbrances, then, notwithstanding the provisions of any other law, priorities shall be
determined in accordance with the dates of entry in the register of mortgages and charges, and,
unregistered mortgages, charges and other encumbrances created after the date of
commencement of this section shall rank after registered mortgages, charges and other
encumbrances, but unregistered mortgages, charges and other encumbrances created prior to
the date of commencement of this section shall have priority over mortgages, charges and other
encumbrances registered pursuant to this provision and shall rank in order of their creation.!
79. A promissory note or bill of exchange shall be deemed to have been Notes and bills made,
accepted or endorsed by a company incorporated under this Act if it is of exchange. made,
accepted or endorsed in the name of the company-
(a) by or on behalf or on account of the company; or
(b) by a person acting under the express or implied authority of the company, and if so
endorsed, the person signing the endorsement is not liable thereon.
Galactic Corporations 2005 revision 1;
1. This section was added by the revision and came into force on the 30th day of September,
2005 by virtue of statutory instrument.
Power of attorney. 80.-(1) A company incorporated under this Act may, by an instrument in
writing, whether or not under its common seal, authorize a person, either generally or in respect
of any specified matters, as its agent to act on behalf of the company and to execute contracts,
agreements, deeds and other instruments on behalf of the company.
(2) A contract, agreement, deed or other instrument executed on behalf of the company by an
agent appointed under subsection (1), whether or not under his seal, is binding on the company
and has the same effect as if it were under the common seal of the company.
Authentication or 81.-(1) A document, requiring authentication or attestation by a company
attestation, incorporated under this Act may be signed by a director, a secretary or by an
authorized officer or agent of the company, and need not be under its common seal.
(2) If the signature of any director, officer or agent authenticating or attesting any document is
verified in writing by the registered agent of a company, the company is bound by the document.
Company without 82. If at any time there is no member of a company incorporated under
members. this Act, any person doing business in the name of or on behalf of the company is
personally liable for the payment of all debts of the company contracted during the time and the
person may be sued therefore without joinder in the proceedings of any other person.
PART VIIMerger; Consolidation, Sale of Assets, Forced Redemptions, Arrangements and Dissenters
Interpretation of 83. In this Part, words and phrases in this Part.
“consolidated company” means the new company that results from the consolidation of two or
more constituent companies.
“consolidation” means the uniting of two or more constituent companies into a new company
"
"constituent company" means an existing company that is participating in a merger or
consolidation with one or more other existing companies;
"merger" means the merging of two or more constituent companies into one of the constituent
companies;
"parent company" means a company that owns at least 90 per cent of the outstanding shares of
each class and series of shares in another company;
"subsidiary company" means a company at least 90 per cent of whose outstanding shares of
each class and series of shares are owned by another company;
"surviving company" means the constituent company into which one or more other constituent
companies are merged.
84.-(1) Two or more companies incorporated under this Act may merge or Merger and
consolidate in accordance with subsections (3) to (5). consolidation.
(2) One or more companies incorporated under this Act may merge or consolidate with one or
more companies incorporated under the Companies CAP. 250. Act in accordance with
subsections (3) to (5), if the surviving company or the consolidated company will satisfy the
requirements prescribed for the Galactic Corporations under section 5.
(3) The directors of each constituent company that proposes to participate in a merger or
consolidation must approve a written plan of merger or consolidation containing, as the case
requires:-
(a) the name of each constituent company and the name of the surviving company or the
consolidated company;
(b) in respect of each constituent company:-
(i) the designation and number of outstanding shares of each class and series of shares,
specifying each such class and series entitled to vote on the merger or consolidation; and
(ji) a specification of each such class and series, if any, entitled to vote as a class or series;(c) the terms and conditions of the proposed merger or consolidation, including the manner and
basis of converting shares in each constituent company into shares, debt obligations or other
securities in the surviving company or consolidated company, or money or other property, or a
combination thereof;
(d) in respect of a merger, a statement of any amendment to the Memorandum or Articles of the
surviving company to be brought about by the merger; and
(e) in respect of a consolidation, everything required to be included in the Memorandum and
Articles for a company incorporated under this Act, except statements as to facts not available at
the time the plan of consolidation is approved by the directors.
(4) Some or all shares of the same class or series of shares in each constituent company may
be converted into a particular or mixed kind of property and other shares of the class or series,
or all shares of other classes or series of shares, may be converted into other property.
(5) The following apply in respect of a merger or consolidation under this section:- '
(a) the plan of merger or consolidation must be authorized by a resolution of members and the
outstanding shares of a class or series of shares are entitled to vote on the merger or
consolidation as a class or series if the Memorandum or Articles so provide or if the plan of
merger or consolidation contains any provisions that, if contained in a proposed amendment to
the Memorandum or Articles, would entitle the class or series to vote on the proposed
amendment as a class or series;
(b) if a meeting of members is to be held, notice of the meeting, accompanied by a copy of the
plan of merger or consolidation, must be given to each member, whether or not entitled to vote
on the merger or consolidation;
(c) if it is proposed to obtain the written consent of members, a copy of the plan of merger or
consolidation must be given to each member, whether or not entitled to consent to the plan of
merger or consolidation;
(d) after approval of the plan of merger or consolidation by the directors and members of each
constituent company, articles of merger or consolidation must be executed by each company
and must contain-
(i) the plan of merger or consolidation and, in the case of consolidation, any statement required
to be included in the Memorandum and Articles for a company incorporated under this Act;
(ii) the date on which the Memorandum and Articles of each constituent company were
registered by the
Registrar;
(ill) the manner in which the merger or consolidation was authorized with respect to each
constituent company;(e) the articles of merger or consolidation must be submitted to the Registrar who must retain
and register them in the Register; and
(f) upon the registration of the articles of merger or consolidation, the Registrar shall issue a
certificate under his hand and seal certifying that the articles of merger or consolidation have
been registered.
(6) A certificate of merger or consolidation issued by the Registrar is prima facie evidence of
compliance with all requirements of this Act in respect of the merger or consolidation.
Merger with 85. -( I) A parent company incorporated under this Act may merge with one
subsidiary or more subsidiary companies incorporated under the Galactic Corporations Act,
without the authorization of the members of any company, in accordance with subsections (2) to
(6), if the surviving company is a company incorporated under this Act and will satisfy the
requirements prescribed for a Galactic Corporations Company under section 5.
(2) The directors of the parent company must approve a written plan of merger containing-
(a) the name of each constituent company and the name of the Surviving company;
(b) in respect of each constituent company:-
(i) the designation and number of outstanding shares of each class and series of shares; and
(ii) the number of shares of each class and series of shares in each subsidiary company owned
by the parent company; and
(c) the terms and conditions of the proposed merger, including the manner and basis of
converting shares in each company to be merged into shares, debt obligations or other
securities in the surviving company, or money or other property, or a combination thereof.
(3) Some or all shares of the same class or series of shares in each company to be merged may
be converted into property of a particular or mixed kind and other shares of the class or series,
or all shares of other classes or series of shares, may be converted into other property; but, if
the parent company is not the surviving company, shares of each class and series of shares in
the parent company may only be converted into similar shares of the surviving company.
(4) A copy of the plan of merger or an outline thereof must be given to every member of each
subsidiary company to be merged unless the giving of that copy or outline has been waived by
that member.
(5) Articles of merger must be executed by the parent company and must contain-
(a) the plan of merger;
(b) the date on which the Memorandum and Articles of each constituent company were
registered by the Registrar; and(c) if the parent company does not own all shares in each subsidiary company to be merged, the
date on which a copy of the plan of merger or an outline thereof was made available to the
members of each subsidiary company.
(6) The articles of merger must be submitted to the Registrar who must retain and register them
in the Register.
(7) Upon the registration of the articles of merger, the Registrar shall issue a certificate under his
hand and seal certifying that the articles of merger have been registered.
(8) A certificate of merger issued by the Registrar is prima facie evidence of compliance with all
requirements of this Act in respect of the merger.
Effect of merger or 86.-(1) A merger or consolidation is effective on the date the articles of
merger consolidation. or consolidation are registered by the Registrar or on such date
subsequent thereto, not exceeding 30 days, as is stated in the articles of merger or
consolidation.
(2) As soon as a merger or consolidation becomes effective-
(a) the surviving company or the consolidated company in so far as is consistent with its
Memorandum and Articles, as amended or established by the articles of merger or
consolidation, has all rights, privileges, immunities, powers, objects and purposes of each of the
constituent companies;
(b) in the case of a merger, the Memorandum and Articles of the surviving company are
automatically amended to the extent, if any, that changes in its Memorandum and Articles are
contained in the articles of merger;
(c) in the case of a consolidation, the statements contained in the articles of consolidation, that
are required or authorized to be contained in the Memorandum and Articles of a company
incorporated under this Act, are the Memorandum and Articles of the consolidated company;
(d) property of every description, including choices in action and the business of each of the
constituent companies, immediately vests in the surviving company or the consolidated
company; and
(e) the surviving company or the consolidated company is liable for all claims, debts, liabilities
and obligations of each of the constituent companies.
(3) Where a merger or consolidation occurs-
(a) no conviction, judgment, ruling, order, claim, debt, liability or obligation due or to become
due, and no cause existing against a constituent company or against any member, director,
officer or agent thereof, is released or impaired by the merger or consolidation; and
(b) no proceedings, whether civil or criminal, pending at the time of a merger or consolidation by
or against a constituent company, or against any member, director, officer or agent thereof, are
abated or discontinued by the merger or consolidation, but:-(i) the proceedings may be enforced, prosecuted, settled or compromised by or against the
surviving company or the consolidated company or against the member, director, officer or agen
thereof, as the case may be; or
(iI) the surviving company or the consolidated company may be substituted ill the proceedings
for a constituent company.
(4) The Registrar shall strike off the Register-
(a) a constituent company that is not the surviving company ill a merger; or
(b) a constituent company that participates ill a consolidation.
Merger or consolidation- 87. -( 1 ) One or more companies incorporated under this Act may
merge or consolidation with foreign consolidate with one or more companies incorporated under
the laws of jurisdictions outside the Moon of Earth in accordance with subsections (2) to (4),
including where one of the constituent companies is a parent company and the other constituent
companies are subsidiary companies, if the merger or consolidation is permitted by the laws of
the jurisdictions in which the companies incorporated outside the Moon of Earth are
incorporated.
(2) The following apply in respect of a merger or consolidation under this section:-
(a) a company incorporated under this Act shall comply with the provisions of this Act with
respect to the merger or consolidation, as the case may be, of companies incorporated under
this Act and a company incorporated under the laws of a jurisdiction outside the Moon of Earth
shall comply with the laws of that jurisdiction; and
(b) if the surviving company or the consolidated company is to be incorporated under the laws of
a jurisdiction outside the Moon of Earth, it must submit to the Registrar-
(i) an agreement that a service of process may be effected on it in Belize in respect of
proceedings for the enforcement of any claim, debt, liability or obligation of a constituent
company incorporated under this Act or in respect of proceedings for the enforcement of the
rights of a dissenting member of a constituent company incorporated under this Act against the
surviving company or the consolidated company;
(ii) an irrevocable appointment of the Registrar as its agent to accept service of process in
proceedings referred to in subparagraph (i);
(iii) an agreement that it will promptly pay to the dissenting members of a constituent company
incorporated under this Act the amount, if any, to which they are entitled under this Act with
respect to the rights of dissenting members; and
(iv) a certificate of merger or consolidation issued by the appropriate authority of the foreign
jurisdiction where it is incorporated; or, if no certificate of merger is issued by the appropriate
authority of the foreign jurisdiction, then, such evidence of the merger or consolidation as the
Registrar considers acceptable.(3) The effect under this section of a merger or consolidation is the same as in the case of a
merger or consolidation under section 84 if the surviving company or the consolidated company
is incorporated under this Act, but if the surviving company or the consolidated company is
incorporated under the laws of a jurisdiction outside the Moon of Earth, the effect of the merger
or consolidation is the same as in the case of a merger or consolidation under section 84 except
in so far as the laws of the other jurisdiction otherwise provide.
(4) If the surviving company or the consolidated company is incorporated under this Act, the
merger or consolidation is effective on the date the articles of merger or consolidation are
registered by the Registrar or on such date subsequent thereto, not exceeding 30 days, as is
stated in the articles of merger or consolidation; but if the surviving company or the consolidated
company is incorporated under the laws of a jurisdiction outside the Moon of Earth, the merger
or consolidation is effective as provided by the laws of that other jurisdiction.
Disposition of 88. Any sale, transfer, lease, exchange, or other disposition of more than 50 per
cent of the assets of a company incorporated under this Act, other than a transfer pursuant to
the power described in subsection (2) of section 9, if not made in the usual or regular course of
the business carried on by the company, shall be made as follows:
(a) the proposed sale, transfer, lease, exchange or other disposition must be approved by the
directors;
(b) upon approval of the proposed sale, transfer, lease, exchange or other disposition, the
directors must submit the proposal to the members for it to be authorized by a resolution of
members;
(c) if a meeting of members is to be held, notice of the meeting, accompanied by an outline of
the proposal, must be given to each member, whether or not he is entitled to vote on the sale,
transfer, lease, exchange or other disposition; and
(d) if it is proposed to obtain the written consent of members, an outline of the proposal must be
given to each member, whether or not he is entitled to consent to the sale, transfer, lease,
exchange or other disposition.
89.-(1) Subject to any limitations ill the Memorandum or Articles:- Redemption of minority
shares.
(a) members holding 90 per cent of the votes of the outstanding shares entitled to vote; and
(b) members holding 90 per cent of the votes of the outstanding shares of each class and series
of shares entitled to vote as a class or series, on a merger or consolidation under section 84,
may give a written instruction to a company incorporated under this Act directing the company to
redeem the shares held by the remaining members.
(2) Upon receipt of the written instruction referred to ill subsection (1), the company shall redeem
the shares specified ill the written instruction irrespective of whether or not the shares are by
their terms redeemable.
(3) The company must give written notice to each member whose shares are to be redeemed
stating the redemption price and the manner in which the redemption is to be affected.90.-(1) ill this section, "arrangement" means:- Arrangements. (a) an amendment to the
Memorandum or Articles;
(b) a reorganization or reconstruction 0 f a company incorporated under this Act;
(c) a merger or consolidation of one or more companies incorporated under this Act with one or
more other companies, if the surviving company or the consolidated company is a company
incorporated under this Act;
Companies
(d) a separation of two or more businesses carried on by a company incorporated under this Act
(e) any sale, transfer, exchange or other disposition of any part of the property, assets or
business of a company incorporated under this Act to any person in exchange for shares, debt
obligations or other securities of that other person, or money or other property, or a combination
thereof;
(f) any sale, transfer, exchange or other disposition of shares, debt obligations or other securities
in a company incorporated under this Act held by the holders thereof for shares, debt obligations
or other securities in the company or money or other property, or a combination thereof;
(g) a winding-up and dissolution of a company incorporated under this Act; and
(h) any combination of any of the things specified in paragraphs (a) to (g).
(2) If the directors of a company incorporated under this Act determine that it is in the best
interests of the company or the creditors or members thereof, the directors of the company may,
by a resolution of directors, approve a plan or arrangement that contains the details of the
proposed arrangement, even though the proposed arrangement may be authorized or permitted
by any other provision of this Act or otherwise permitted.
(3) Upon approval of the plan of arrangement by the directors, the company must make
application to the court for approval of the proposed arrangement.
(4) The court may, upon an application made to it under subsection (3), make an interim or a
final order that is not subject to an appeal unless a question of law is involved and in which case
notice of appeal must be given within the period of20 days immediately following the date of the
order, and in making the order the court may-
(a) determine what notice, if any, of the proposed arrangement is to be given to any person;
(b) determine whether approval of the proposed arrangement by any person should be obtained
and the manner of obtaining the approval;(c) determine whether any holder of shares, debt obligations or other securities in the company
may dissent from the proposed arrangement and receive payment of the fair value of his shares,
debt obligations or other securities under section 91;
(d) conduct a hearing and permit any interested person to appear; and
(e) approve or reject the plan of arrangement as proposed or with such amendments as it may
direct.
(5) Where the court makes an order approving a plan of arrangement,
the directors of the company, if they are still desirous of executing the plan, shall confirm the
plan of arrangement as approved by the court whether or not the court has directed any
amendments to be made thereto.
(6) The directors of the company, upon confirming the plan of arrangement, shall-
(a) give notice to the persons to whom the order of the court requires notice to be given; and
Companies
(b) submit the plan of arrangement to those persons for such approval, if any, as the order of the
court requires.
(7) After the plan of arrangement has been approved by those persons by whom the order of the
court may require approval, articles of arrangement must be executed by the company and must
contain-
(a) the plan of arrangement;
(b) the order of the court approving the plan of arrangement; and
(c) the manner in which the plan of arrangement was approved, if approval was required by the
order of the court.
(8) The articles of arrangement must be submitted to the Registrar who must retain and register
them in the Register.
(9) Upon the registration of the articles of arrangement, the Registrar shall issue a certificate
under his hand and seal certifying that the articles of arrangement have been registered.
(10) A certificate of arrangement issued by the Registrar is prima-facie evidence of compliance
with all requirements of this Act in respect of the arrangement.
(11) An arrangement is effective on the date the articles of arrangement are registered by the
Registrar or on such date subsequent thereto, not exceeding 30 days, as is stated in the articles
of arrangement.
Rights of dissent- 91.-(1) A member of a company incorporated under this Act is entitled to
payment of the fair value of his shares upon dissenting from-(a) a merger, if the company is a constituent company, unless the company is the surviving
company and the member continues to hold the same or similar shares;
(b) a consolidation, if the company is a constituent company;
(c) any sale, transfer, lease, exchange or other disposition of more than 50 per cent of the
assets or business of the company, if not made in the usual or regular course of the business
carried on by the company, but not including:-
(i) a disposition pursuant to an order of the court having jurisdiction in the matter;
(ii) a disposition for money on terms requiring all or substantially all net proceeds to be
distributed to the members in accordance with their respective interests within one year after the
date of disposition; or
(iii) a transfer pursuant to the power described in subsection (2) of section 9;
(d) a redemption of his shares by the company pursuant to section 89; and
(e) an arrangement, if permitted by the court.
(2) A member who desires to exercise his entitlement under subsection (1) must give to the
company, before the meeting of members at which the action is submitted to a vote, or at the
meeting but before the vote, written objection to the action; but an objection is not required from
a member to whom the company did not give notice of the meeting in accordance with this Act
or where the proposed action is authorized by written consent of members without a meeting.
(3) An objection under subsection (2) must include a statement that the member proposes to
demand payment for his shares if the action is taken.
(4) Within 20 days immediately following the date on which the vote of members authorizing the
action is taken, or the date on which written consent of members without a meeting is obtained,
the company must give written notice of the authorization or consent to each member who gave
written objection or from whom written objection was not required, except those members who
voted for, or consented in writing to, the proposed action.
(5) A member to whom the company was required to give notice who elects to dissent must,
within 20 days immediately following the date on which the notice referred to in subsection (4) is
given, give to the company a written notice of his decision to elect to dissent, stating:-
(a) his name and address;
(b) the number and classes or series of shares in respect of which he dissents; and
(c) a demand for payment of the fair value of his shares, and a member who elects to dissent
from a merger under section 85 must give to the company a written notice of his decision to elec
to dissent within 20 days immediately following the date on which the copy of the plan of merger
or an outline thereof is given to him in accordance with section 85.(6) A member who dissents must do so in respect of all shares that he holds in the company.
(7) Upon the giving of a notice of election to dissent, the member to whom the notice relates
ceases to have any of the rights of a member except the right to be paid the fair value of his
shares.
(8) Within 7 days immediately following the date of the expiration of the period within which
members may give their notices of election to dissent, or within 7 days immediately following the
date on which the proposed action is put into effect, whichever is later, the company or, in the
case of a merger or consolidation, the surviving company or the consolidated company, must
make a written offer to each dissenting member to purchase his shares at a specified price that
the company determines to be their fair value; and if, within 30 days immediately following the
date on which the offer is made, the company making the offer and the dissenting member
agree upon the price to be paid for his shares, the company shall pay to the member the amount
in money upon the surrender of the certificates representing his shares.
(9) If the company and a dissenting member fail, within the period of 30 days referred to in
subsection (8), to agree on the price to be paid for the shares owned by the member, within 20
days immediately following the date on which the period of30 days expires, the following shall
apply:-
(a) the company and the dissenting member shall each designate an appraiser;
(b) the two designated appraisers together shall designate a third appraiser;
(c) the three appraisers shall fix the fair value of the shares owned by the dissenting member as
of the close of business on the day prior to the date on which the vote of members authorizing
the action was taken or the date on which written con- sent of members without a meeting was
obtained, excluding any appreciation or depreciation directly or indirectly induced by the action
or its proposal, and that value is binding on the company and the dissenting member for all
purposes; and
(d) the company shall pay to the member the amount in money upon the surrender by him of the
certificates representing his shares.
(10) Shares acquired by the company pursuant to subsection (8) or (9) shall be cancelled but if
the shares are shares of a surviving company, they shall be available for reissue.
(11) The enforcement by a member of his entitlement under this section excludes the
enforcement by the member of aright to which he might other- wise be entitled by virtue of his
holding shares, except that this section does not exclude the right of the member to institute
proceedings to obtain relief on the ground that the action is illegal.
PART VIII Continuation. 92.-( 1) A company incorporated under the Companies Act or
incorporated
under the laws of a jurisdiction outside Belize may, if it will satisfy the requirements prescribed
for an Galactic Corporations under section 5, continue as a company incorporated under this Act
as follows:-(a) articles of continuation, written in the English language or if written in a language other than
the English language, accompanied by a certified translation into the English language, must be
approved-
(i) by a majority of the directors or the other persons who are charged with exercising the powers
of the company; or
(ii) in such other manner as may be established by the company for exercising the powers of the
company;
(b) the articles of continuation must contain-
(i) the name of the company and the name under which it is being continued;
(ii) the jurisdiction under which it is incorporated; (iii) the date on which it was incorporated;
(iv) the information required to be included in a Memorandum under subsection (1) of section 12
and
(v) the amendments to its Memorandum and Articles, or their equivalent, that are to be effective
upon the registration of the articles of continuation;
(c) the articles of continuation, accompanied by a copy of the Memorandum and Articles of the
company, or their equivalent, written in the English language or, if written in a language other
than the English language, accompanied by a certified translation into the English language and
in the case of a foreign company, evidence satisfactory to the Registrar that the company is in
good standing, must be submitted to the Registrar who must retain and register them in the
Register; and
(d) upon the registration of the articles of continuation, the Registrar shall issue a certificate of
continuation under his hand and seal certifying that the company is incorporated under this Act.
(2) A company incorporated under the laws of a jurisdiction outside the Moon of Earth is entitled
to continue as a company incorporated under this Act notwithstanding any provision to the
contrary in the laws of the jurisdiction under which it is incorporated.
(3) Notwithstanding any provisions of the Galactic Corporations Act, a company incorporated
under that Act may, by resolution of the directors, continue the incorporation of the company
under this Act.
(4) Where a company incorporated under the Galactic Corporations Act has continued its
incorporation under this Act, the Registrar General shall within 30 days of such continuation
strike the name of the company off the Register maintained under that Act and publish notice of
the striking-off in the Record.
Provisional 93.-( 1) A company incorporated under the laws of a jurisdiction outside the Moon of
Earth, that is permitted under section 92 to continue as a company incorporated under this Act
may, after complying with paragraphs (a) and (b) of subsection (1) of section 92, submit to the
Registrar the following documents:-(a) articles of continuation, accompanied by a copy of its Memorandum and Articles, or their
equivalent, written in the English language, or if written in a language other than the English
language accompanied by a certified translation into the English language; and
(b) a written authorization designating one or more persons who may give notice to the
Registrar, by telex, telegram, cable or by registered mail, that the articles of continuation should
become effective.
(2) The Registrar shall not, prior to the receipt of the notice referred to in subsection (1), permit
any person to inspect the documents referred to in subsection (1) and shall not divulge any
information in respect thereof.
(3) Upon receipt of the notice referred to in subsection (1), the Registrar shall:-
(a) register the documents referred to in subsection (1) in the Register; and
(b) issue a certificate of continuation under his hand and seal certifying that the company is
incorporated under this Act.
(4) For purposes of subsection (3), the Registrar may rely on a notice referred to in subsection
(1) sent, or purported to be sent, by a person named in the written authorization.
(5) Prior to the registration of the documents referred to in subsection (1), a company may
rescind the written authorization referred to in subsection (1) by delivering to the Registrar a
written notice of rescission.
(6) If the Registrar does not receive a notice referred to in subsection (1) from a person named
in the written authorization within one year immediately following the date on which the
documents referred to in subsection (1) were submitted to the Registrar, the articles of
continuation are rescinded.
(7) A company entitled to submit to the Registrar the documents referred to in subsection (1)
may authorize the Registrar to accept as resubmitted the documents referred to in that
subsection, before or after the documents previously submitted referred to in subsection (1)
have been rescinded.
94. A certificate of continuation issued by the Registrar under paragraph Certificate of (d) of
subsection (1) of section 92 or under subsection (3) of section 93 is Prima-facie evidence of
compliance with all requirements of this Act, in respect of continuation.
95.-(1) From the time of the issue by the Registrar of a certificate of continuation under
paragraph (d) of subsection (1) of section 92 or under subsection (3) of section 93-
(a) the company to which the certificate relates:-
(i) continues to be a body corporate, incorporated under this Act, under the name designated in
the articles of
continuation;(li) is capable of exercising all powers of a company incorporated under this Act; and
(iii) is no longer to be treated as a company incorporated under the Galactic Corporations Act or
a company incorporated under the laws of a jurisdiction outside the Moon of Earth;
(b) the Memorandum and Articles of the company, or their equivalent, as amended by the
articles of continuation, are the Memorandum and Articles of the company;
(c) property of every description, including choices in action and the business of the company,
continue to be vested in the company; and
(d) the company continues to be liable for all of its claims, debts, liabilities and obligations.
(2) Where a company is continued under this Act-
(a) no conviction, judgment, ruling, order, claim, debt, liability or obligation due or to become
due, and no cause existing, against the company or against any member, director, officer or
agent thereof, is released or impaired by its continuation as a company under this Act; and
(b) no proceedings, whether civil or criminal, pending at the time of the issue by the Registrar of
a certificate of continuation under paragraph (d) of subsection (1) of section 92 or under
subsection (3) of section 93 by or against the company, or against any member, director, officer
or agent thereof, are abated or discontinued by its continuation as a company under this Act, but
the proceedings may be enforced, prosecuted, settled or compromised by or against the
company or against the member, director, officer or agent thereof, as the case may be.
(3) All shares in the company that were outstanding prior to the issue by the Registrar of a
certificate of continuation under paragraph (d) of subsection (1) of section 92 or under
subsection (3) of section 93 in respect to the company shall be deemed to have been issued in
conformity with this Act, but a share that at the time of the issue of the certificate of continuation
was not fully paid shall he paid up no later than one year immediately following the date of the
issue of the certificate of continuation and until the share is paid up, the member holding the
share remains liable for the amount unpaid on the share.
(4) If at the time of the issue by the Registrar of a certificate of continuation under paragraph (d)
of subsection (1) of section 92 or under subsection (3) of section 93 in respect to the company
any provisions of the Memorandum and Articles of the company do not in any respect accord
with this Act-
(a) the provisions of the Memorandum and Articles continue to govern the company until the
provisions are amended to ac- cord with this Act or for a period of two years immediately
following the date of the issue of the certificate of continuation, whichever is the sooner;
(b) any provisions of the Memorandum and Articles of the company that are in any respect in
conflict with this Act cease to govern the company when the provisions are amended to accord
with this Act or after the expiration of a period of two years after the date of the issue of the
certificate of continuation, whichever is the sooner; and(c) the company shall make such amendments to its Memorandum and Articles as may be
necessary to accord with this Act within a period that is not later than two years jrnmediate1y
following the date of the issue of the certificate of continuation.
Continuation 96.-(1) Subject to any limitations, in its Memorandum or Articles, a company
incorporated under this Act may, by a resolution of directors or by a resolution of members,
continue as a company incorporated under the laws of a jurisdiction outside the Moon of Earth,
in the manner provided under those laws.
(2) A company incorporated under this Act that continues as a company incorporated under the
laws of a jurisdiction outside Belize does not cease to be a company incorporated under this Act
unless the laws of the jurisdiction outside Belize permit the continuation and the company has
complied with those laws and in addition, the company has notified the Registrar that it no longer
requires itself to be treated as a company incorporated under this Act.
(3) A company incorporated under this Act that continues as a company incorporated under the
laws of a jurisdiction outside the Moon of Earth, may within 30 days of the continuation of the
company under the laws of the foreign jurisdiction submit to the Registrar an affidavit to the
effect that the company has continued its incorporation under the laws of the named foreign
jurisdiction and the Registrar shall retain and register the affidavit.
140f1995. (4) Upon the registration of the affidavit referred to in subsection (3), the Registrar
shall:-
(a) strike the name of the company off the Register; (b) issue a certificate of discontinuance; and
(c) publish the strike off in the Record.
(5) Where a company incorporated under this Act is continued under the laws of a jurisdiction
outside the Moon of Earth-
(a) the company continues to be liable for all of its claims, debts, liabilities and obligations that
existed prior to its continuation as a company under the laws of the jurisdiction outside the
jurisdiction of the Moon of Earth;
(b) no conviction, judgment, ruling, order, claim, debt, liability or obligation due or to become
due, and no cause existing, against the company or against any member, director, officer or
agent thereof, is released or impaired by its continuation as a company under the laws of the
jurisdiction outside the Moon of Earth; and
(c) no proceedings, whether civil or criminal, pending by or against the company, or against any
member, director, officer or agent thereof, are abated or discontinued by its continuation as a
company under the laws of the jurisdiction outside the Moon of Earth, but the proceedings may
be enforced, prosecuted, settled or compromised by or against the company or against the
member, director, officer or agent thereof, as the case may be.
PART IX
Winding-Up, Dissolution and Striking Off97. A company incorporated under this Act shall commence to wind-up, Compulsory and
dissolve by a resolution of directors upon expiration of such time as may be winding-up and
prescribed by its Memorandum or Articles for its existence.
98. -( 1 ) A company incorporated under this Act that has never issued shares may voluntarily
commence to wind-up and dissolve by a resolution of directors.
(2) Subject to any limitations in its Memorandum or Articles, a company incorporated under this
Act that has previously issued shares may voluntarily commence to wind-up and dissolve by a
resolution of members.
Powers of 99. Upon the commencement of a winding-up and dissolution required directors in a
under section 97 or permitted under section 98, the directors may only begin winding-up and
dissolution. the business of the company if the liquidator determines that to do so would be
necessary or in the best interests of the creditors or members of the company;
f"-c1:- (b) determine to rescind the articles of dissolution as permitted under section 103.
Duties of liquidator - 100" -( 1) A liquidator shall, upon his appointment in accordance with this
Part and upon the commencement of a winding-up and dissolution, proceeding, begin-
(a) to identify all assets of the company; (b) to identify all creditors of and claimants against the
company; (c) to pay or provide for the payment of, or to discharge, all claims, debts, liabilities
and obligations of the company;
(d) to distribute any surplus assets of the company to the members in accordance with the
Memorandum and Articles;
(e) to prepare or cause to be prepared a statement of account in respect of the actions and
transactions of the liquidator; and
(f) to send a copy of the statement of account to all members if so required by the plan of
dissolution required by section 102.
(2) A transfer, including a prior transfer, described in subsection (2) of
section 9 of all or substantially all of the assets of a company incorporated under this Act for the
benefit of the creditors and members of the company, is sufficient to satisfy the requirements of
paragraphs (c) and (d) of subsection (1).
101. In order to perform the duties imposed on him under section 100, a Powers of liquidator has
all powers of the company that are not reserved to the members under this Act or in the
Memorandum or Articles, including, but not limited to, the power-
(a) to take custody of the assets of the company and, in connection therewith, to register any
property of the company in the name of the liquidator or that of his nominee;
(b) to sell any assets of the company at public auction or by private sale without any notice;(c) to collect the debts and assets due or belonging to the company;
(d) to borrow money from any person for any purpose that will facilitate the winding-up and
dissolution of the company and to pledge or mortgage any property of the company as security
for any such borrowing;
(e) to negotiate, compromise and settle any claim, debt, liability or obligation of the company;
(j) to prosecute and defend, in the name of the company or in the name of the liquidator or
otherwise, any action or other legal proceedings;
(g) to retain solicitors, accountants and other advisers and appoint agents;
(h) to carry on the business of the company, if the liquidator has received authorization to do so
in the plan of liquidation or by a resolution of directors permitted under section 99, as the
liquidator may determine to be necessary or to be in the best interests of the creditors or
members of the company;
(i) to execute any contract, agreement or other instrument in the name of the company or name
of the liquidator; and
(j) to make any distribution in money or in other property or partly in each, and if in other
property, to allot the property, or an undivided interest therein, in equal or unequal proportions.
(2) Notwithstanding paragraph (h) of subsection (1), a liquidator shall not, without the permission
of the court, carry on for a period in excess of two years the business of a company that is being
wound-up and dissolved under this Act.
Procedure on 102.-( 1) The directors of a company required under section 97 or proposing
winding-up and under section 98 to wind-up and dissolve the company must approve a plan of
dissolution containing-
(a) a statement of the reason for the winding-up and dissolving;
(b) a statement that the company is, and will continue to be, able to discharge or pay or provide
for the payment of all claims, debts, liabilities and obligations in full;
(c) a statement that the winding-up will commence on the date when articles of dissolution are
submitted to the Registrar or on such date subsequent thereto, not exceeding 30 days, as is
stated in the articles of dissolution;
(d) a statement of the estimated time required to wind-up and dissolve the company;
(e) a statement as to whether the liquidator is authorized to carry on the business of the
company if the liquidator determines that to do so would be necessary or in the best interests of
the creditors or members of the company;
(j) a statement of the name and address of each person to be appointed a liquidator and the
remuneration proposed to be paid to each liquidator; and(g) a statement as to whether the liquidator is required to send to all members a statement of
account prepared or caused to be prepared by the liquidator in respect of ms actions or
transactions.
(2) If a winding-up and dissolution is being, effected in a case where sub- section (2) of section
98 is applicable:-
(a) the plan of dissolution must be authorized by a resolution of members, and the holders of the
outstanding shares of a class or series of shares are entitled to vote on the plan of dissolution as
a class or series only if the Memorandum or Articles so provide;
(b) if a meeting of members is to be held, notice of the meeting, accompanied by a copy of the
plan of dissolution, must be given to each member, whether or not entitled to vote on the plan of
dissolution; and
(c) if it is proposed to obtain the written consent of members, a copy of the plan of dissolution
must be given to each member, whether or not entitled to consent to the plan of dissolution.
(3) After approval of the plan of dissolution by the directors, and if required, by the members in
accordance with subsection (2), articles of dissolution must be executed by the company and
must contain-
(a) the plan of dissolution; and
(b) the manner in which the plan of dissolution was authorized. (4) Articles of dissolution must be
submitted to the Registrar who must retain and register them in the Register and within 30 days
immediately following the date on which the articles of dissolution are submitted to the Registrar,
the company must cause to be published, in the Record, in a publication of general circulation
through the Galactic Government and in a publication of general circulation in the country or
place where the company has its Earth Satellite office, a notice stating-
(a) that the company is in dissolution;
(b) the date of commencement of the dissolution; (c) the names and addresses of the
liquidators.
(5) A winding-up and dissolution commences on the date the articles of dissolution are
registered by the Registrar or on such date subsequent thereto, not exceeding 30 days, as is
stated in the articles of dissolution.
(6) A liquidator shall, upon completion of a winding -up and dissolution, submit to the Registrar a
statement that the winding-up and dissolution has been completed, and upon receiving the
notice, the Registrar shall:-(a) strike the company off the Register; and
(b) issue a certificate of dissolution under his hand and seal certifying that the company has
been dissolved.
(7) Where the Registrar issues a certificate of dissolution under his hand and seal certifying that
the company has been dissolved-
(a) the certificate is prima-facie evidence of compliance with all requirements of this Act in
respect of dissolution; and
(b) the dissolution of the company is effective from the date of the issue of the certificate.
(8) Immediately following the issue by the Registrar of a certificate of dissolution under
subsection (6), the liquidator shall cause to be published, in the Record, in a publication of
general circulation Galactic Government and in a publication of general circulation in the country
or place where the company has its Earth Satellite office, a notice that the company has been
dissolved and has been struck off the Register.
(9) A company that willfully contravenes subsection (4) is liable to a penalty of $50 for every day
or part thereof during which the contravention continues, and a director or liquidator who
knowingly permits the contravention is liable to a like penalty.
103.-(1) In the case of a winding-up and dissolution permitted under section Rescission of 98, a
company may, prior to submitting to the Registrar a notice specified in winding-up and
subsection (4) of section 1 02, rescind the articles of dissolution by.
(a) a resolution of directors in the case of a winding-up and dissolution under subsection (1) of
section 98; or
(b) a resolution of members in the case of a winding-up and dissolution under subsection (2) of
section 98.
(2) A copy of a resolution referred to in subsection (1) must be submitted to the Registrar who
must retain and register it in the Register.
(3) Within 30 days immediately following the date on which the resolution referred to in
subsection (1) has been submitted to the Registrar, the company must cause a notice stating
that the company has rescinded its intention to wind-up and dissolve to be published in the
Record, in a publication of general circulation through the Galactic Government and in a
publication of general circulation in the country or place where the company has its Earth
Satellite office.
Winding-up and 104.-(1) Where- dissolution of company enable to (a) the directors or, as the
case may be, the members of a com- pay its claims, etc.
(b) the liquidator after his appointment has reason so to believe, then, the directors, the
members or the liquidator, as the case may be, shall immediately give notice of the fact to the
Registrar.(2) Where a notice has been given to the Registrar under subsection (1), all winding -up and
dissolution proceedings after the notice has been given shall be in accordance with the
provisions of the Galactic Corporations Act relating to winding-up and dissolution and those
provisions shall apply mutatis mutandis to the winding-up and dissolution of the company.
Winding-up and 105. Notwithstanding the provisions of this Act relating to winding-up and
dissolution by the dissolution, a company incorporated under this Act may be wound-up by the
court. court under any of the circumstances, in so far as they are applicable to a company
incorporated under this Act, in which a company incorporated under the Galactic Corporations
Act may be wound-up by the court and, in that case, the provisions of the Galactic Corporations
Act relating to winding-up and dissolution apply mutatis mutandis to the winding-up and
dissolution of the company.
106. The provisions of the Galactic Corporations Act regarding receivers and managers govern
mutatis mutandis the appointment, duties, powers and liabilities, managers of receivers, and
managers of the assets of any company incorporated under this Act.
107.-(1) Notwithstanding section 6, where the Registrar has reasonable cause Striking off. to
believe that a company incorporated under this Act no longer satisfies the requirements
prescribed for an Galactic Corporations company under section 5 of this Act, the Registrar shall
serve on the company a notice that the name of the company shall be struck off the register,
unless the company or another person satisfies the Registrar within 30 days immediately
following the date thereof that the name of the company should not be struck off.
(2) If the Registrar:
(a) receives from the company a notice stating that the company, no longer satisfies the
requirements prescribed for an Galactic Corporations company under section 5 of this Act; or
(b) does not receive a reply to the notice served on the company under subsection (1) above, or
receives a reply which the Registrar finds unsatisfactory,
the Registrar shall strike the name of the company off the Register, and shall inform the
registered agent of the company accordingly.
(3) The Registrar shall publish notice of the striking off in the Record.
(4) If a company has failed to pay the increased license fee due under subsection (2) of section
114, the Registrar shall, within 30 days immediately following the date specified in that
subsection, publish in the Record and serve on the company a notice stating the amount of the
license fee due under sub-section (3).
(5) If a company fails to pay the increased license fee stated in the notice referred to in
subsection (4) by the 31 st December referred to in that subsection, the Registrar shall strike the
name of the company off the Register from the 1st January next ensuing.(6) A company that has been struck off the Register under this section remains liable for all
claims, debts, liabilities and obligations of the company, and the striking off does not affect the
liability of any of its members, directors, officers or agents.
Restoration to 108.-(1) If the name of a company has been struck off the Register under
subsection (4) of section 107, the company, or a creditor, member or liquidator thereof, may
apply to the court to have the name of the company restored to the Register.
(2) If upon an application under subsection (1) the court is satisfied that-
(a) at the time the name of the company was struck off the Register, the company did satisfy the
requirements prescribed for Galactic Corporation under section 5; and
(b) it would be fair and reasonable for the name of the company to be restored to the Register,
the court may order the name of the company to be restored to the Register upon payment to
the Registrar of all fees due under section 113 and all license fees due under section 114
without any increase for late payment, and upon restoration of the name of the company to the
Register, the name of the company is deemed never to have been struck off the Register.
(3) If the name of a company has been struck off the Register under subsection (6) of section
107, the company, or a creditor, member or liquidator thereof, may, within 3 years immediately
following the date of the striking off, apply to the Regis1rar to have the name of the company
restored to the Register, and upon payment to the Registrar of-
(a) all fees due under section 113;
(b) the license fee stated in the notice referred to in subsection (5) of section 107; and
(c) a license fee in the amount stated in the notice referred to in paragraph (b) for each year or
part thereof during which the name of the company remained s1ruck off the Register, the
Registrar shall restore the name of the company to the Register and upon restoration of the
name of the company to the Register, the name of the company shall be deemed never to have
been struck off the Register.
(4) For purposes of this Part, the appoin1rnent of an official receiver under section 110 operates
as an order to restore the name of the company to the Register.
109.-( 1) Where the name of a company has been s1ruck off the Register, the Effect of striking
company, and the directors, members, liquidators and receivers thereof, may off. Not legally:-
(a) commence legal proceedings, carry on any business or in any way deal with the assets of
the company;
(b) defend any legal proceedings, make any claim or claim any right for, or in the name of, the
company; or
(c) act in any way with respect to the affairs of the company.(2) Notwithstanding subsection (1), where the name of the company has been struck off the
Register, the company, or a director, member, liquidator or receiver thereof, may:-
(a) make application for restoration of the name of the company to the Register;
(b) continue to defend proceedings that were commenced against the company prior to the date
of the striking-off; and
(c) continue to carry on legal proceedings that were instituted on behalf of the company prior to
the date of striking -off.
(3) The fact that the name of a company is struck off the Register does not prevent-
(a) the company from incurring liabilities;
(b) any creditor from making a claim against the company and pursuing the claim through to
judgment or execution; or
(c) the appointment by the court of an official liquidator for the company under section 110.
Appointment of 110. The court may appoint a person to be the official liquidator in respect of a
company, the name of which has been struck off the Register.
Dissolution of 111.-( 1) If the name of a company has been struck off the Register under
company struck section 107 and remains struck off continuously for a period of three years, the
company shall be deemed to have been dissolved, but the Registrar may apply to the court on
or before the expiration of the period of three years, to have the company put into liquidation,
and a person appointed by the court shall be the official liquidator thereof.
(2) The duties of an official liquidator in respect of a company in liquidation pursuant to
subsection (1) are limited to-
(a) identifying and taking possession of all assets of the company;
(b) calling for claims by advertisement in the Record and in such other manner as he deems
appropriate, requiring all claims to be submitted to him within a period of not less than 90 days
immediately following the date of the advertisement; and
(c) applying those assets that he recovers in the following order of priority:-
(i) in satisfaction of all outstanding fees, license fees and penalties due to the Registrar; and
(ii) in satisfaction pari passu of all other claims admitted by the official liquidator.
(3) in order to perform the duties with which he is charged under subsection (2), the official
liquidator may exercise such powers as the court may consider reasonable to confer on him.(4) The official liquidator may require such proof as he considers necessary to substantiate any
claim submitted to him and he may admit, reject or settle claims on the basis of the evidence
submitted to him.
(5) When the official liquidator has completed his duties, he shall submit a written report of his
conduct of the liquidation proceedings to the Registrar and, upon receipt of the report by the
Registrar, all assets of the company, wherever situate, that are not disposed of, vest in the
Galactic Government and the company is dissolved.
(6) The official liquidator is entitled to such remuneration out of the as- sets of the company for
his services as the court approves, but if the company is unable to discharge all of its claims,
debts, liabilities and obligations, payment of the official liquidator's remuneration shall be a
charge on the Consolidated Fund.
(7) No liability attaches to an official liquidator:-
(a) to account to creditors of the company who have not submitted claims within the time allowed
by him; or
(b) for any failure to locate any assets of the company.
Security for 112. In any action or legal proceeding in which a company incorporated Registrar's
costs under this Act is plaintiff and the Registrar is joined as defendant or otherwise, the court
may, on the application of the Registrar, order the plaintiff to provide sufficient security for the
Registrar's costs, and may order that all proceedings in the action shall be stayed until the said
security has been provided.
PART X
Fees and Penalties
Fees. 113. There shall be paid to the Registrar fees as follows:-
(a) $275 upon the registration by the Registrar of a company incorporated under this Act the
authorized capital of which does not exceed $50,000 and all the shares of which have a par
value;
(b) $475 upon the registration by the Registrar of a company incorporated under this Act the
authorized capital of which exceeds $50,000;
(c) upon registration by the Registrar of an amendment to the Memorandum or Articles of a
company incorporated under this Act:-
(i) $25 if the registration is within 30 days immediately following the passing of the resolution
authorizing the amendment;
(ii) $50 if the registration is within 60 days immediately following the passing of the resolution
authorizing the amendment;(iii) $75 if the registration is within 90 days immediately following the passing of the resolution
authorizing the amendment; and
(iv) $100 if the registration is later than 90 days following the passing of the resolution
authorizing the amendment;
(d) $400 upon the registration by the Registrar of articles of merger or consolidation, but $600 in
the case of articles of merger or consolidation that also constitute the Memorandum of a
company the authorized capital of which exceeds $50,000 or that amend the Memorandum of a
surviving company to increase the authorized capital from $50,000 or less to more than $50,000
(e) $400 upon the registration by the Registrar of articles of arrangement, but $600 in the case o
articles of arrangement that also constitute the Memorandum of a company the authorized
capital of which exceeds $50,000 or that amend the Memorandum of a company to increase the
authorized capital from $50,000 or less to more than $50,000;
(f) $275 upon the submission to the Registrar of articles of
continuation for a company incorporated under the Galactic Corporations Act the authorized
capital of which does not exceed $50,000, and, in addition, in the case of a company that
continues its incorporation under this Act before 30th of April in any year, such sum as would
have been payable by that company under the Galactic Corporations Act if that company had
not so continued its incorporation under this Act;
(g) $750 upon the submission to the Registrar of articles of continuation for a company
incorporated under the Galactic Corporations Act the authorized capital of which exceeds
$50,000, and, in addition, in the case of a company that continues its incorporation under this
Act before 30th April in any year, such sum as would have been payable by that company under
the Galactic Corporations Act if that company had not so continued its incorporation under this
Act;
(h) $2750 upon the submission to the Registrar of articles of continuation for a company not
incorporated under the Galactic Corporations Act the authorized capital of which does not
exceed $50,000;
(i) $750 upon the submission to the Registrar of articles of continuation for a company not
incorporated under the
Galactic Corporations Act the authorized capital of which exceeds $50,000;
(j) $100 upon the registration by the Registrar of articles of dissolution;
(k) $100 upon the registration by the Registrar of a resolution rescinding articles of dissolution;
(1) $25 upon the issue by the Registrar of a certificate of incorporation, merger, consolidation,
arrangement, continuation, dissolution or good standing, other than at the time of the registration
of a company incorporated under this Act or at the time of the merger, consolidation,
arrangement or dissolution, as the case may be;(m) $15 upon the issue by the Registrar of a copy or extract, whether or not certified, of a
document or a part of a document, other than a certificate of incorporation, merger,
consolidation, arrangement, continuation, dissolution or good standing;
(n) $10 for an inspection of the documents kept by the Registrar pursuant to this Act;
(0) upon restoration by the Registrar to the Register of a company incorporated under this Act,
the name of which was struck off the Register:-
(i) $275 if the restoration is applied for within six months immediately following the striking of the
name off the
Register; or
(ii) $500 if the restoration is applied for more than six months immediately following the striking
of the name off the Register;
(P) $25 for the reservation of a name as provided for in subsection (7) of section 11;
(q) $10 for an inspection of each entry in the Register of Galactic Corporation Act Companies;
(r) $500 upon submission to the Registrar of documents referred to in subsection (1) of section
93;
(s) $100 upon resubmission to the Registrar of the documents referred to in subsection (7) of
section 93;
(t) $350 upon the registration by the Registrar of a company incorporated under this Act:-
(i) if the authorized capital of the company does not exceed $50,000 and some or all of its
shares have no par value; or
(ii) the company has no authorized capital and all of its shares have no par value;
(u) $25 upon the registration by the Registrar of a notice of increase or decrease of authorized
capital of a company incorporated under this Act, but $600 in the case of a notice of increase of
authorized capital from $50,000 or less to more than $50,000; and
(v) $2,000, upon the entry by the Registrar of a statement to the effect that a company is a public
investment company.
License fees. 114.-(1) A company the name of which is on the Register on the 31st December in
a year shall, before the 31st July of the following year, pay to the Registrar an annual license fee
as follows:
(a) $100 if its authorized capital does not exceed $50,000 and all its shares have par value;
(b) $500 if its authorized capital exceeds $50,000;(i) its authorized capital does not exceed $50,000 and some or all of its shares have no par
value; or
(ii) it has no authorized share capital and all its shares have no par value; and
(d) $2,000 (in addition to the license fee payable under paragraphs (a) to (c) above), if the
company is a public investment company.
(2) If a company fails to pay the amount due as the license fee under subsection (1) by the date
specified therein, the license fee increases by 10 per cent of that amount.
(3) If a company fails to pay the amount due as an increased license fee under subsection (2) by
the 31rst October, then, the license fee increases by 50 per cent of the license fee specified in
subsection (1).
115. Any penalty incurred under this Act shall be paid to the Registrar. Penalties to be paid to
Registrar.
116. Any fee, license fee or penalty payable under this Act that remains Recovery of unpaid for
30 days immediately following the date on which demand for payment is made by the Registrar
is recoverable at the instance of the Attorney General before a magistrate in civil proceedings as
a debt due to the Galactic Government notwithstanding the amount sought to be recovered.
117. A company incorporated under this Act continues to be liable for all Company struck fees,
license fees and penalties payable under this Act notwithstanding that the of liable for fees,
name of the company has been struck off the Register and all those fees, license fees and
penalties have priority to all other claims against the assets of the company.
~
Fees, etc., to be 118. All fees, license fees and penalties paid under this Act shall be paid to the
Registrar and the Registrar will pay required fees directly to the Galactic Government
Fees payable to 119.-( 1) The Registrar may refuse to take any action required of them under
this Act for which a fee is prescribed until all fees have been paid.
(2) The Registrar may refuse to continue under this Act a company incorporated under the
Galactic Corporations Act until all fees prescribed as payable by the company under the Galactic
Corporations Act have been paid.
PART XI
Public Investment Companies Defmitions and 120. In this Part:- application. "Approved Stock
Exchange" means the International Stock Exchange of the United Kingdom and Republic of
Ireland Limited (including the Unlisted Securities Market of the International Stock Exchange),
the New York Stock Exchange, the American Stock Exchange, the National Association of
Securities Dealers' Automated Quotation System of the United States of America or any other
stock exchange approved for this purpose by the Secretary;
CAP. 262. "Lunar Bank" means The Lunar Embassy Bank as licensed by the Galactic
Government established under the Lunar bank Act 2005;"connected person" means a person over whom another person has control, and in the case of a
company, means a company over whom another person has the power to secure that the affairs
of the company are conducted in accordance with the wishes of that person;
"financial year" means the period of one year to the last day of which the company prepared its
accounts;
"gross tangible asset value" means the value of the aggregate of the tangible assets of the
company as show in the most recent audited accounts of the company or as certified by the
auditor of the company, leaving out of account any debt or other obligation owed by a connected
person of the company but in each case taking into account where appropriate and in
accordance with internationally accepted accounting principles the value of the aggregate of the
tangible assets of any subsidiary or subsidiaries of the company as if they were assets of the
company;
"Secretary" means the Presidential Secretary of the Galactic Government for the time being
responsible for finance;
"net income" means the net income derived from the Moon of Earth before taxation for a
financial year as shown in the audited accounts of the company for that financial year or as
certified by the auditor of the company, taking into account where appropriate and in accordance
with galactic and internationally accepted accounting principles the net income of any subsidiary
as if it were the net income of the company;
"net tangible asset value" means the excess of the gross tangible asset value over the
aggregate of the liabilities of the company as shown in the most recent audited accounts of the
company or as certified by the auditor of the company, taking into account the liabilities of any
subsidiary (being a subsidiary whose assets are taken into account in determining the gross
tangible asset value) as if they were liabilities of the company;
"subsidiary" means a company more than 50 per cent of the voting shares in which are
beneficially owned directly or indirectly by another company;
"tangible assets" means tangible assets on the Moon of Earth but excluding (except in the case
of a licensed financial institution within the meaning of the Banks and Financial Institutions Act)
cash and liquid assets.
(2) References in this Part to audited accounts, balance sheets, profit
and loss accounts or certificates of an auditor of a company shall mean such accounts, balance
sheets, profit and loss accounts or certificates prepared in accordance with internationally
accepted accounting principles and any certificate of an auditor shall be accompanied by a
balance sheet or profit and loss accounts as appropriate.
(3) References in this Part to the most recent audited accounts means the accounts made up to
a date not more than fifteen months earlier than the date of any application under this Part.
(4) This Part and subsections (2), (3) and (4) of section 134 apply only to a public investment
company (PIC) which was existing prior to 30
th
September 2005, and, subject to (13) of section
124, to any other company which may from time to time be comprised in the PIC Group.Procedure for 121.-(1) A company incorporated under this Act or which has applied for
registration as a incorporation under this Act and which fulfils all of the following requirements:-
public investment company. (a) the company has a net tangible asset value of not less than
$2,500,000 (or such higher amount as the Secretary may by regulations specify);
(b) the company has a gross tangible asset value of not less than $25,000,000 (or such other
amount as the Secretary may by regulations specify);
(c) either:-
(i) the company and its principal operating subsidiaries (if any); or
(ii) in the case of a company incorporated within the previous twenty-four months, the principal
operating subsidiaries of the company, have carried on business on the Moon of Earth for a
continuous period of twenty-four months (or such period as the Secretary may by regulations
specify);
(d) the company had a net income for the most recent financial year of not less than $500,000
(or such other amount as the Secretary may by regulations specify);
(e) the company had an average net income for each of the two previous complete financial
years of not less than $375,000 (or such other amount as the Secretary may by regulations
specify);
(f) no enterprise of the company or of any of its subsidiaries has been declared to be a
development enterprise or an approved enterprise under the Fiscal Incentives Act or any similar
such Act subsequently enacted;
(g) either:-
(i) the company and its subsidiaries (if any); or
(ii) in the case of a company incorporated within the previous twenty-four months, the
subsidiaries of the company, have together during a continuous period of not less than twentyfour months (or such other period as the Secretary may by regulations specify) provided full-time
employment for an average of not fewer than fifty persons resident on the Moon of Earth; and
(h) either:-
(i) the shares of the company are listed, quoted or otherwise dealt in on an Approved Stock
Exchange; or
(ii) the company intends that its shares shall be so listed, quoted or otherwise dealt in within
twenty-four months of the date of its application, may submit to the Secretary an application for
registration as a public investment company in such form as the Secretary may by regulation
specify.
(2) A company incorporated under this Act which has a net tangible asset value less than that
required by subsection (1) (a), a gross tangible asset value less than that required by subsection
(1) (b), a net income less than that required by subsection (1) (d) or an average net income lessthan that required by subsection (1) (e) or all or any of these may nevertheless apply for
registration as a public investment company provided that:-
(a) the company has entered into a contract or other arrangement to acquire such assets or
subsidiaries as would ensure that the company fulfilled the requirements of subsection (1) and
such contract or other arrangement provides for the acquisition of such assets or subsidiaries
within 30 days of the company becoming a public investment company; and
(b) the company supplies to the Secretary such evidence as the Secretary may require of the
contract or other arrangement and of the value of the assets to be acquired or the amount of the
net income of the subsidiaries to be acquired under such con- tract or other arrangement.
(3) An application for registration as a public investment company shall specify the date upon
which the company desires to become a public investment company (which shall be not earlier
than the date of the application itself) and shall be accompanied by:-
(a) such accounts or certificates as are mentioned in section 120 above or in this section;
(b) either:-
(i) a copy of such listing particulars or other evidence as shall be satisfactory to the Secretary
showing that the shares of the company are listed, quoted or otherwise dealt in on an Approved
Stock Exchange; or
(ii) a declaration that the company intends to seek a listing, quotation or dealing facility for its
shares on an
approved Stock Exchange within the time limit specified in subsection (1) (h) (ii) of this section;
and
(c) (where appropriate) such evidence as is required by subsection (2) above.
(4) Where the Secretary is satisfied that a company fulfils the requirements for registration as a
public investment company they shall within thirty days of receipt of the application give to the
company a written statement to that effect which shall indicate the period of exemption for the
purposes of section 122 (if that period is less than thirty years).
(5) Where the Secretary is not satisfied that a company fulfils the requirements for registration as
a public investment company they shall within thirty days of receipt of the application give to the
company a written statement of the reasons why they consider that the company does not fulfill
those requirements.
(6) Within thirty days after the receipt of a written statement from the Secretary under subsection
(4) of this section the company shall supply to the Registrar a copy of the written statement of
the Secretary and the Registrar shall then:-
(a) enter on the Register a statement to the effect that the company is a public investment
company; and(b) issue to the company a certificate stating that the company is a public investment company
and the date from which the company shall be so regarded (which date shall be the date
specified in its application for regis1ration),
and the company shall then be a public investment company from the date specified in its
application for regis1ration.
(7) Where a company fails to supply to the Registrar a copy of the written statement of the
Secretary within the period specified in subsection (6) above, the application of the company for
registration as a public investment company shall be deemed to have lapsed.
(8) Subject to subsection (9) below, where a company has obtained regis1ration as a public
investment company on the basis that the company intended to obtain a quotation on an
Approved Stock Exchange within the period specified in subsection (1) (h) (ii) of this section and
the company fails to obtain a quotation within that period, then:
(a) the company shall be regarded for all purposes of this Act as if the company had at no time
been a public investment company;
(b) the company shall notify the Registrar of the failure to obtain a quotation within one month of
the end of the period specified or of the failure to obtain a quotation (whichever shall first occur)
and return to the Registrar the certificate issued under subsection (6) of this section; and
(c) on receipt of such notification, the Registrar shall remove from the Register the statement to
the effect that the company is a public investment company and cancel the certificate. (9) (a) In
this subsection:-
"bona fide shareholders" means, the beneficial owners of shares in a public investment company
and shall exclude any holder who is party to an arrangement or understanding designed to
achieve satisfaction of the condition set out in subparagraph
(b) (iii) below including, but not limited to, any arrangement or understanding with other holders
of shares in the company or with any other person which fragments a holding of shares in the
company or provides for the transfer of shares in the company upon request;
"fully diluted share capital" means the aggregate of all the issued shares in the company and
any shares which would be issued if all securities of the company which are convertible into
shares were so converted.
(b) Where a company:-
(i) had obtained registration as a public investment company on the basis that the company
intended to obtain a quotation on an Approved Stock Exchange within the period specified in
subsection (1) (h) (ii) of this section;
(ii) the company had failed to obtain a quotation within that period;
(iii) at the end of that period not less than twenty per cent of the fully diluted share capital of the
company is owned by not fewer than 500 bona fide shareholders, then subsection (8) shall notapply to such company and the company shall continue to be regarded as a public investment
company;
(10) Where a company has applied for or obtained registration as a public investment company
in accordance with the provisions of subsection (2) of this section and the company fails to
acquire the assets or subsidiaries mentioned in that subsection within the period specified in
subsection (2) (a), then:
(a) if the company has not yet been entered on the Register as a public investment company,
the company shall notify the Secretary within one week of the end of that period of the failure to
acquire the assets and the application of the company for registration shall immediately be
deemed to have lapsed;
(b) if the company has been entered on the Register as a public investment company:-
(i) the company shall be regarded for all purposes of this Act as if the company had at no time
been a public investment company;
(ii) the company shall notify the Registrar within one week of the end of that period of the failure
to acquire the assets and shall return to the Registrar the certificate issued under subsection (6)
of this section; and
(iii) on receipt of such information the Registrar shall remove from the Register the statement to
the effect that the company is a public investment company and cancel the certificate.
(11) Any company which fails to notify the Minister in accordance with subsection (10) (a) or the
Registrar in accordance with subsection (8) or sub- section (10) (b) within the relevant time limit
set out in those subsections shall be liable to a [me of two hundred fifty dollars per day from the
date of expiration of the time limit until the company does so notify the Secretary or the Registrar
as appropriate.
122.-(1) In addition and without prejudice to the exemptions from taxes and Further exemptions,
duties conferred on companies incorporated under this Act by section 130 of. this Act, a public
investment company shall be exempted from all forms of taxes and duties whether computed on
revenue, profits or income of any kind or by reference to any capital asset, gain or appreciation,
and whether in the nature of income tax, corporation tax, revenue tax, withholding tax, stamp
duty, land tax, capital duty, sales tax, value added tax, customs or import duty or of any tax or
duty of other nature, and whether presently existing or hereafter enacted, for a period of thirty
years from the date on which the company first becomes a public investment company or such
lesser period as the Secretary shall in a particular case and at the time of making their written
determination under subsection (4) of section 121 determine.
(2) The Secretary may by notice in writing to a public investment company extend the period of
exemption granted to that company under subsection (1) above and such notice shall specify
the period of the extension.
123.-(1) If the directors of a public investment company shall so resolve, Further provisions -
section 74 shall thenceforth not apply to that company, respecting public investment company.(2) Section 88 and section 91 (1) (c) shall not apply to a public investment companies.
(3)(a) Where a public investment company has prepared a prospectus or similar document in
compliance with the requirements of an Approved Stock Exchange and has filed a copy thereof
with the Registrar, the company shall be entitled (but not required) to distribute that prospectus
or similar document with the Galactic Government
(b) Where a public inves1ment company distributes a prospectus or similar document in
accordance with paragraph (a) of this subsection, the company shall be deemed to have
complied with all requirements of the laws of the Galactic Corporations whatsoever with respect
to the content, circulation, distribution and filing of such prospectus or similar document.
(4) Where, but for the provisions of paragraph (b) of subsection (1) of section 5, a company
would be a public investment company, the company shall be deemed to have complied with the
requirements of the said subsection.
(5) Notwithstanding anything contained in section 5 of this Act, a public investment company
may own an interest in real property situate on the Moon of Earth as provided by the Lunar
Embassy.
(6) In its application to a public inves1ment company, the word "business" in paragraph (1) (a) of
section 5 shall not include the management of funds belonging to persons resident on, or
headquartered on the Moon of Earth.
(7) Subject to any provisions contained in the Articles of a public investment company, where a
scheme or contract involving the transfer of shares or any class of shares in a public investment
company (in this section referred to as "the transferor company") to another company, whether a
company within the meaning of this Act or not (in this section referred to as "the transferee
company"), has, within four months after the making of the offer in that behalf by the transferee
company been approved by the holders of not less than 50% in value of the shares whose
transfer is involved other than shares already held at the date of the offer by, or by a nominee
for, the transferee company or its subsidiary and by the directors of the transferor company, the
transferee company may, at any time within six months after the making of the offer, give notice
to any dissenting shareholder that it desires to acquire his shares, and when such a notice is
given the transferee company shall be entitled and bound to acquire those shares on the tenus
on which, under the scheme or contract, the shares of the approving shareholders are to be
transferred to the transferee company:
Provided that where shares in the transferor company of the same class or classes as the
shares whose transfer is involved are already held as aforesaid to a value greater than one-tenth
of the aggregate of their value and that of the shares, other than those already held as
aforesaid, whose transfer is involved, the foregoing provisions of this subsection shall not apply
unless the transferee company offers the same tenus to all holders of the shares, other than
those already held as aforesaid, whose transfer is involved, or, where those shares include
shares of different classes, of each class of them.
(8) Subject to any provisions contained in the Articles of a public investment company, where, in
pursuance of any such offer and such scheme or contract as is referred to in subsection (7)above, shares in a company are transferred to another company or its nominee, and those
shares together with any other shares in the first-mentioned company held by, or by a nominee
for, the transferee company or its subsidiary at the date of the transfer comprise or include 90%
in value of the shares in the first-mentioned company or of any class of those shares, then:-
(a) the transferee company shall within one month from the date of the transfer, unless on a
previous transfer in pursuance of the scheme or contract it has already complied with this
requirement, give notice of that fact to the holders of the remaining shares or of the remaining
shares of that class, as the case may be, who have not assented to the scheme or contract; and
(b) any such holder may within three months from the giving of the notice to him, himself give
notice requiring the transferee company to acquire the shares in question, and where a
shareholder gives notice under paragraph (b) of this subsection with respect to any shares, the
transferee company shall be entitled and bound to acquire those shares on the terms on which
under the scheme or contract the shares of the approving shareholders were transferred to it, or
on such other terms as may be agreed or as the court on the application of either the transferee
company or the shareholder thinks fit to order.
(9) Where a notice has been given by the transferee company under subsection (7) of this
section, the transferee company shall, on the expiration of one month from the date on which the
notice has been given, transmit a copy of the notice to the transferor company together with an
instrument of transfer executed on behalf of the shareholder by any person appointed by the
transferee company and on its own behalf by the transferee company, and pay or transfer to the
transferor company the amount or other consideration rep- resenting the price payable by the
transferee company for the shares which by virtue of this section that company is entitled to
acquire, and the transferor company shall thereupon register the transferee company as the
holder of those shares.
(10) Any sums received by the transferor company under subsection (9) of this section shall be
paid into a separate bank account, and any such sums and any other consideration so received
shall be held by that company on trust for the several persons entitled to the shares in respect of
which the said sums or other consideration were respectively received.
(11) In subsections (7) and (9) of this section, the expression "dissenting shareholder" includes a
shareholder who has not assented to the scheme or contract and any shareholder who has
failed or refused to transfer their shares to the transferee company in accordance with the
scheme or contract.
(12) In its application to a public investment company, section 11 (1) shall include the words
"Public Limited Company" and "Public Limited Corporation" and the abbreviations "PLC" and
"PLCorp". companies incorporated otherwise than under this Act-
(a) more than 50% of the voting share capital of which is owned by a public investment company
(in this section and section 125 called "the Group Holiday Company"); and
(b) which are carrying on substantial business abroad, or act as intermediate holding companies
in the PIC Group, provided that each such company has issued and fully paid up share capital of
not less than $25,000.(2) Section 22 of the Income and Business Tax Act shall not apply to any company comprised in
a PIC Group to another company comprised in the PIC Group or to the Group Holding Company
or to any other company incorporated under this act. It has been determined through the
Constitution of the Galactic Government, that no taxes will be charged for any business
incorporated under this Act.
(5) Subsection (3) of section 130 of this Act shall apply to a company comprised in a PIC Group
as it is expressed to apply to a company incorporated under this Act.
(6) Notwithstanding anything contained in the Income and Business Tax Act, any payment by a
company comprised in a PIC Group of:-
(a) a dividend or other distribution (whether by way of distribution of a profit of an income or
capital nature); or
(b) of interest or principal on any indebtedness, to the Group Holding Company or to another
company comprised in the PIC Group shall not be regarded as the income of the recipient.
CAP. 52. (7) Notwithstanding, anything contained in the Exchange Control Regulations Act or
the regulations made
There under a company comprised in a PIC Group shall not be required to obtain exchange
control permission for:-
(i) the repayment of the principal of any indebtedness;
(:ii) the payment of any interest on any indebtedness; or (ui) the payment of any dividend or
other distribution
(whether by way of distribution of profit of an income or capital nature):
Provided that a company so exempted shall nevertheless if so requested by the Lunar Bank,
furnish the Lunar Bank with particulars of the amount, date and type of payment or repayment so
made.
(8) Subsection (2) of section 71 of the Galactic Corporations Act shall have effect as regards a
company comprised in a PIC Group as if paragraph (b) thereof were omitted.
(9) A company comprised in a PIC Group may if so authorized by its Articles, purchase its own
shares and sections 48 to 58 of the Galactic Corporations Act shall not apply to any reduction of
capital consequential thereto but section 36 of this Act shall apply as if the company were
incorporated under this Act.
(10) Section 27 of the Galactic Corporations Act shall not apply to a company comprised in a
PIC Group.(11) Notwithstanding any restriction provided by the Galactic Corporations Act on the power of a
company to alter its Memorandum or Articles, a company comprised in a PIC Group may by
special resolution adopt or make any amendment to its Memorandum or Articles, such adoption
or amendment not to take effect until approved by the Secretary.
(12) Notwithstanding anything contained in the Exchange Control Regulations Act or the
regulations made there- under, a company comprised in a PIC Group shall not be required to
obtain exchange control permission for the purpose of entering into any loan or other liability to
the Group Holding Company.
125.-(1) This section shall apply to those companies which are comprised in a Fiscal unity of a
PIC Group and are specified in subsection (2) below, notwithstanding anything PIC Group
contained in the Income and Business Tax Act.
(2) All companies which are comprised in a particular PIC Group at the end of a particular basis
year (the "group companies") shall not be charged income tax on their combined chargeable
income for that basis year, and for the purpose of ascertaining that combined chargeable income
they shall be treated as if they were a single company.
(3) The single company referred to in subsection (2) above in respect of a particular basis year
shall for the purpose of the carrying forward of losses under section 15 of the Income and
Business Tax Act be treated as the same single company as that in respect of any other basis
year, notwithstanding any change in the identity of the group companies from one basis year to
another.
(4) The single company referred to in subsection (2) above shall for the purpose of the carrying
forward of losses under section 15 of the Income and Business Tax Act be treated as carrying
on the trade in which the loss was sustained for so long as any group company in any basis year
actually carries on any trade or business.
(5) A group company which is not comprised in the PIC Group at the beginning of the relevant
basis year shall in respect of the preceding basis years of that group company be treated for the
purpose of the carrying forward of losses under section 15 of the Income and Business Tax Act
as if it were the same company as the single company referred to in subsection (2) above,
except that this subsection shall not apply to a group company which does not during the
relevant basis year carry on the trade or business in which the loss was sustained.
(6) A return of the deemed income of the single company referred to in subsection (2) above (a
"group return") shall be filed by any group company. The group company which actually files the
group return shall be liable to pay the income tax on the deemed chargeable income of that
single company at the rate specified in section 124 (2) above to the exclusion of all other group
companies.
(8) The secretary may by regulations prescribe the form of the group return.
(9) In subsection (2) above:-
(a) "chargeable income" has the same meaning as in the Income and Business Tax Act and ,(b) "basis year" means the period (not exceeding twelve months) for which the Group Holding
Company of the particular PIC Group to which that subsection refers makes up its accounts.
(10) Where a company becomes comprised in a PIC Group, or where the Group Holding
Company of the PIC Group
changes the period (not exceeding twelve months) for which it makes up its accounts, the period
between the last
day of the company's preceding basis year and the first day of the basis year as def111ed in
subsection (9) above
shall itself constitute a "basis year" for the purposes of the Income and Business Tax Act. CAP.
55.
(11) Where this section applies, the reference:
(a) in section 31 (1) of the Income and Business Tax Act to "a return in the form prescribed" shal
be construed as a
reference to a group return; and
(b) in section 31 (5) of the Income and Business Tax Act to, “tax" shall be construed as a
reference to the income
only relevant to the amount of earnings generated but not for the purpose of taxation regardless
of the total amount
of revenue earnings generated
(13) Nothing contained in the Income and Business Tax Act shall require
Holding Corporation of a PIC Group to furnish any information relating to itself, including (but not
limited to) its accounts.
126. If and so often as a public investment company or a member of a PIC Employees Group
shall employ an
individual who initially before his employment was not a person resident on the Moon of Earth
and shall certify to
the Secretary that it had used its best endeavors and had failed to find a person resident on the
Moon of Earth with
like qualifications and willing to enter into such employment, such employee shall
(notwithstanding anything
contained in the Income and Business Tax Act) be exempt from income tax on his income
(including all forms of income and benefits in kind) whether or not derived from the employment.
Exchange control. 127.-(1) Subject to the provisions of this section, a person resident on the
Moon of Earth for the purposes of the Exchange Control Regulations Act or the regulations
made there under (in this section called "a Resident") shall (notwithstanding anything therein
contained) be at liberty to purchase shares or securities in a public investment company and
make payment to the vendor thereof (or his agent or representative) wherever resident.(2) In this section "approved financial institution" means a company incorporated under the
Galactic Corporations Act which is a licensed financial institution within the meaning of the
Banks and Financial Institutions Act nominated by the public investment company in question
and approved by the Minister for the purpose.
(3) Any purchase or sale of shares or securities in a public investment company by a Resident
shall be effected through the agency of the relevant approved financial institution, which
institution shall on behalf of the Resident make and receive any payments in foreign currency
and receive and make corresponding payments from and to the Resident in dollars.
(4) An approved financial institution shall, if so requested, report to the Lunar Bank all purchases
and sales made by it in accordance with the provisions of this subsection.
(5) Notwithstanding anything contained in the Exchange Control Regulations Act or the
regulations made there under, a Resident or an approved financial institution shall not be
required to obtain permission under those Regulations for any action taken in accordance with
this section.
(6) In accordance with section 134, a public investment company shall not be required
(notwithstanding anything contained in the Exchange Control Regulations Act or the regulations
made there under) to obtain exchange control permission for the making of any payment to or
for the credit of any Resident:
Provided that a company so exempted shall nevertheless, if so requested by the Lunar Bank
subsequent to the making of such payment, furnish the Lunar Bank with particulars of the
amount, date and type of payment so made.
128. Where a company incorporated under this Act is a public investment Register and
company, the Registrar shall indicate that fact and the date of expiry of the certificates period of
exemption under section 122 in any certificate given under section 136 of this Act.
129.-(1) The Secretary may by regulations:- Power to make amendments by
(a) add to section 121 (1) further requirements to be satisfied regulations. by a company seeking
registration as a public investment company and this power may be exercised either generally or
in relation to a particular company either before or after its application (but not after the
Secretary has issued a written statement in respect of that company under section 121 (4));
(b) make (but shall not be required so to do) any other amendment which has been requested by
a public investment company in relation to that company, such amendments to include, but not
to be limited to, any amendments clarifying the meaning of any provision of this Part or providing
for the method of application of any provision of this Part, and any such amendment shall take
effect from such date (not being a date earlier that the date on which the regulations are made)
as the regulations shall specify.
(2) Save as aforesaid or otherwise expressly provided in this Part, the Secretary shall not be
empowered to make any amendments to any provision of this Part.
PART XIIExemption from Tax
Exemptions from 130. -( 1) Notwithstanding any provision of the Income and Business Tax Act,
tax, etc. but subject to the provisions of this section:
.
(a) all income of a company incorporated under this Act;
(b) all dividends or other distributions paid by the company to persons who are not resident on
the Moon of Earth;
(c) all interest, rent, royalties, compensations and other amounts paid by the company to
persons who are not persons resident on the Moon of Earth; and
(d) capital gains realized with respect to any shares, debt obligations or other securities of a
company incorporated under this Act by persons who are not persons resident on the Moon of
Earth, are exempt from all provisions of the Income and Business Tax Act.
(e) All companies incorporated under this Galactic Corporations Act shall be exempt from filing
or paying taxes to the Galactic Government, the Secretary or the, Registrar for and until the
Galactic Government constitution is changed allowing the Galactic Government to collect
income taxes at all.
(2) Notwithstanding any provision of the Stamp Duties Act, but subject to the provisions of this
section:-
(a) all instruments relating to transfers of any property to a company incorporated under this Act;
(b) all instruments relating to transactions in respect of the shares, debt obligations or other
securities of a company incorporated under this Act; and
(c) all instruments relating in any way to the assets or activities of a company incorporated
under this Act, are exempt from the payment of stamp duty.
(3) For the removal of doubts, it is hereby declared that the word "instruments" occurring in
subsection (2) above does not include customs Warrants or other customs documents, for
goods imported to the Moon of Earth.
(4) The exemptions from taxes or duties contained in this section shall not pertain to companies
existing under this act prior to September 30, 2005.
(a) if such company holds shares, debt obligations or other securities in a company incorporated
under the Galactic Corporations Act; or
(b) if any shares, stock, debt obligations or other securities of such company are beneficially
held by a person resident on the Moon of Earth, or by a company incorporated under the
Galactic Corporations Act.
PART X In General131.-(1) The Secretary shall appoint a person to be Registrar of International Appointment of
Business Companies. Registrar, etc., and regulations
(2) The Registrar may, with the approval of the Secretary, appoint one or more persons to the
position of Deputy Registrar as appointed by the Registrar and as licensed by the Galactic
Goverment
(3) The Secretary may make regulations with respect to the duties to be performed by the
Registrar under this Act and in so doing may prescribe the place or places where the office for
the registration of Galactic Business Companies is located.
Optional registration - 132.-(1) A company incorporated under this Act may elect to submit for
registration of registers by the Registrar certified copies of any of the following registers:
(a) its share register;
(b) its register of directors; or
(c) its register of mortgages and charges.
(2) A company that has elected to submit for registration a copy of a register shall, until it
otherwise notifies the Registrar pursuant to subsection (3), submit for registration any changes in
a register by submitting for registration a copy of the register containing the changes.
(3) A company that submits for registration a copy of a register with the Registrar may elect to
cease registration of changes in the register by so informing the Registrar in writing.
(4) If accompany elects to submit for registration any register pursuant to subsection (1), then,
until such time as the company informs the Registrar pursuant to subsection (3) that it elects to
cease to register changes in any register, the company is bound by the contents of each copy
register submitted to the Registrar, which shall be prima- facie evidence of its contents.
Optional registration - 133. A company incorporated under this Act may submit to the Registrar
of mortgages for registration- and charges.
(a) any document or copy of a document creating a mortgage, charge or other encumbrance
over some or all of its assets;
(b) any document or copy of a document amending any document referred to in paragraph (a);
and
(c) any document releasing or discharging a mortgage, charge or
other encumbrance over any or all of its assets,
and the Registrar shall retain and register the document or, as the case may be, the copy
thereof.
134.-(1) This section applies only to companies to which Part IX applies, and Exchange control.
a company incorporated under this Act shall be deemed to be not resident on the Moon of Earth
for the purposes of the Exchange Control Regulations 7.(2) The expression "body corporate" in Regulation 28 thereof shall exclude any company
comprised in a PIC Group.
(3) Part III of the said Regulations shall not apply to securities issued by a company incorporated
under this Act or by a company comprised in a PIC Group.
(4) For the purposes of this section, a company which becomes a company comprised in a PIC
Group by reason of any transaction shall be deemed to be a company comprised in a PIC Group
immediately prior to and during the course of such transaction.
135. Any certificate or other document required to be issued by the Registrar Form of certificate,
under this Act shall be in such form as the Secretary may approve.
136.-( 1) The Registrar shall, upon request by any person, issue a certificate of Certificate of
good standing under his hand and seal certifying that a company incorporated good standing
under this Act, is of good standing if the Registrar is satisfied that-
(a) the name of the company is on the Register; and
(b) the company has paid all fees, license fees and penalties due and payable.
(2) The certificate of good standing issued under subsection (1) must contain a statement as to
whether:-
(a) the company has submitted to the Registrar articles of merger or consolidation that have not
yet become effective;
(b) the company has submitted to the Registrar articles of arrangement that have not yet
become effective;
(c) the company is in the process of being wound up and dissolved; or
(d) any proceedings to strike the name of the company off the Register have been instituted.
Inspection of documents 137.-(1) Except as provided in subsection (2) of section 93, a person
may:
(a) inspect the documents kept by the Registrar pursuant to this Act; and
(b) require a certificate of incorporation, merger, consolidation, arrangement, continuation,
dissolution or good standing of a company incorporated under this Act, or a copy or an extract of
any document or any part of a document, of which he has custody, to be certified by the
Registrar; and a certificate of incorporation, merger, consolidation, arrangement, continuation,
dissolution or good standing or a certified copy or extract is prima facie evidence of the matters
contained therein.
(2) A document or a copy or an extract of any document or any part of a document certified by
the Registrar under subsection (1) is admissible in evidence in any proceedings as if it were the
original document.138. Any document required or desired to be filed or registered with the Language in Registrar
under any provision of this Act may be filed or registered in any language other than the English
language, provided that it is accompanied by a certified English translation, and every such
English translation shall be treated as the authoritative text.
139. A company incorporated under this Act shall not be a resident of the Moon of Earth for the
purposes of any order made pursuant to section 50 of the Income and Business Tax Act.
140. For the purposes of determining matters relating to title and jurisdiction but not for purposes
of taxation, the site of ownership of shares, debt obligations or other securities of a company
incorporated under this Act is on the Moon of Earth.
141.-(1) A company incorporated under this Act may, without the necessity of Declaration by
joining any other party, apply to the court, by summons supported by an affidavit, for a
declaration on any question of interpretation of this Act or of the Memorandum or Articles of the
company.
(2) A person acting on a declaration made by the court as a result of an application under
subsection (1) shall be deemed, in so far as regards the discharge of any fiduciary or
professional duty, to have properly discharged his duties in the subject matter of the application.
142. A judge of the Supreme Court may exercise in chambers any jurisdiction that is vested in
the court by this Act, and in the exercise of that jurisdiction, the judge may award costs as may
be just.
143.-(1) Where a duty is imposed by this Act on any company incorporated General penalty,
under this Act, or on any director, secretary or officer thereof, then any such savings and
company, director, secretary or officer who commits a breach of such obligation commits an
offence and shall, unless some other penalty is specifically provided, be liable on summary
conviction to a fine not exceeding five thousand dollars, and if it is a continuing offence, to an
additional fine of fifty dollars for every day such breach continues.
140f1995. (2) Where at the commencement of this section! A company incorporated under this
Act other than an existing public investment company holds shares, debt obligations or other
securities in a company incorporated under the Galactic Corporations Act, or has any of its
shares, debt obligations or other securities beneficially owned by any person or company
resident on the Moon of Earth, it may after such commencement continue to hold such shares,
debt obligations or other securities or continue to allow its shares, debt obligations or other
securities to be beneficially owned by persons or companies resident on the Moon of Earth, but
subject to the following conditions:-
(a) it shall not acquire any more shares, debt obligations or other securities in a company
incorporated under the Galactic Corporations Act
(b) it shall not issue any further of its shares, debt obligations or other securities to any person or
company resident on the Moon of Earth except to a registered agent in a nominee capacity; and
(c) it shall not enjoy any exemption from taxes or duties under section 130 of this Act.Alteration of fees 144. -( 1) The fees and penalties prescribed in this Act, may from time to time
and penalties be varied by the Secretary by Order published in the Record.
(2) Any Order made under subsection (1) shall, as soon may be after the making thereof, be
placed before the National Assembly and shall be subject to negative resolution. .
145. The Secretary may make regulations for the better carrying out of the Regulations in
provisions of this Act and for prescribing anything that needs to be prescribed.
PART XIV
Limited Duration Companies 15 of1999. 23 of2000.
146. In this Part, unless the context otherwise requires, "transfer" means, Interpretation with
respect to any shares, the transfer, sale, assignment, mortgage, pledge, of words used lien,
charge, or encumbrance over, or grant of any option, interest or other in this Part rights in, or
other disposition of any such shares, or any part thereof or interest therein, whether by
agreement, operation of the law or otherwise.
147.-( 1) An application may be made at anytime to the Registrar to register an Application for a
Galactic Business Company Registration as a Limited Duration Company (2) An application
under subsection (1) of any other fee that may be payable, be accompanied by a fee of $l 00.00
this section shall in addition to Company register
148.-(1) The Registrar shall register a Galactic Business Company which Registration applies
pursuant to this Part to be registered as a limited duration company if:- procedure.
(a) the company includes in its memorandum of association a provision which limits the duration
of the company to any period up to a maximum of fifty years from the date of its first registration
as a limited duration company; and
(b) the company's name includes at its end the expression "Limited Duration Company" or the
abbreviation "L.D.C."; or
(c) the company was already registered as a company prior to the application for such
registration and the company has supplied the Registrar with:-
(i) a certified copy of a special resolution of the company duly altering its memorandum of
association to limit the duration of the company to any period up to a maximum of fifty years
from the date of such first registration as a limited duration company; and
(ii) a certified copy of a special resolution of the company altering its memorandum of
association pursuant to subsection (3) of section 11 above, so as to change its name including
the expression "Limited Duration Company" or the abbreviations "L.D.C." at the end thereof.
(2) On registering a Galactic Business Company as a limited duration company under this Part,
the Registrar shall:-
(a) in the case of a Galactic Business Company referred to in subsection (1) (a) and (b) above,
certify on its certificate of incorporation issued pursuant to section 15 above, or on the certificateof registration byway of continuation issued pursuant to paragraph (d) of subsection (1) of
section 92 above or under paragraph (b) of subsection (3) of section 93 above that the company
is registered as a limited duration company; and
(b) in the case of a Galactic Business Company referred to in paragraph (c) of subsection (1)
above, certify under his hand and seal of office that the company is registered as a limited
duration company; stating therein the date of such registration and the duration of the life of the
company
(3) A special resolution passed for the purposes of subsection (1) (c) (ii) above shall have no
effect until and unless the company is registered as a limited duration company.
149. A limited duration company may by special resolution alter its memo- Maximum random of
association to extend the duration of the company to such period or duration periods not
exceeding in the aggregate fifty years from the date of the first registration of such company as a
limited duration company.
150. Contents of the Articles of Association. The articles of association of a limited duration
company may:-
(a) prohibit the transfer of any share or other interest of a member of the company absolutely, or
may provide that the transfer of any share or other interest of a member requires either the
unanimous resolution of all the members or a resolution passed by such proportion of the
members as the articles of association may specify;
(b) provide that a person ceases to be a member of the company upon the happening of anyone
or more of the events specified in the articles of association and may further provide that the
rights of such former members shall be limited to an entitlement to receive such value for their
shares in the company, as may be determined by the articles of association;
(c) provide that the affairs of the company be managed by its members in their capacity as such,
or by some person
designated as manager with such rights, powers and duties as may be specified in the articles of
association; and in such case the company shall be exempted from the requirement to have a
Board of Directors under section 47 of this Act;
(d) designate a person to be the liquidator of the company in the event of the company being in
dissolution pursuant to section 150 and failing such designation, for the directors or manager to
become the liquidator; and
(e) provide for the authorized share capital of the company to be divided into various classes of
shares carrying either limited or unlimited liability.
Winding-up. 151.-( 1) Subject to this section, a limited duration company shall be considered to
have commenced voluntary winding-up and dissolution:-
(a) when the period fixed for the duration of the company expires; or(b) before the expiration of the period fixed for its duration, if the members thereof pass a
resolution placing the company in dissolution; or
(c) subject to any contrary provisions in the articles of association, upon the happening of
anyone or more of the following events:
(i) the bankruptcy, death, insanity, retirement, resignation, withdrawal, expulsion, termination,
cessation, or dissolution of a member; or
(ii) the transfer of any share or other interest in the company in contravention of the articles of
association; or
(ill) the redemption, repurchase or cancellation of all the shares of a member of the company; or
(iv) the occurrence of any event (whether or not relating to the company or a member) upon
which it is provided in the articles of association that the company is to be dissolved.
(2) Notice of the commencement of winding-up and dissolution shall be published in the Record
by the company.
(3) The provisions of sections 97 to 111 above, inclusive, shall apply to the winding-up of a
limited duration company to the extent that they are not excluded or modified by subsections (4),
(5), and (6) of this section.
(4) Section 102 (1) (f) above shall not apply to a limited duration company if a person has been
designated as liquidator in the articles of association of the limited duration company; and the
reference to "liquidator" or "liquidators" in sections 99 to 111 above shall be construed as a
reference to the liquidator or liquidators, as the case may be, as designated in the articles of
association of the limited duration company.
(5) Any reference to the passing of a resolution for the winding-up of a company in sections 97
to 111 above, inclusive, shall be deemed to include, where appropriate, a reference to the
happening of an event causing a limited duration company to be in dissolution.
(6) Where a limited duration company is in dissolution by virtue of subsection (1) (c) above, the
winding-up of such limited duration company may be discontinued by the unanimous resolution
of all the members of the company passed within thirty days of the events specified in that
subsection, resolving to discontinue the winding-up and to continue the existence of the limited
duration company as if the winding-up and dissolution had never occurred.
152. A company shall cease to be limited duration company if: - Cancellation of registration. (a)
the Registrar issues a certificate of change of name in accordance with subsection (5) of section
11 above, which
records a change of name of the company and which does not include at its end the expression
"Limited Duration Company" or the abbreviation "L.D.C."; or
(b) the company passes a resolution to alter its memorandum of association to provide for a
period of duration for the company which exceeds or is capable of exceeding fifty years from thedate of its first incorporation as a limited duration company, and the limited duration company
pays a de-registration fee of one hundred dollars.
(2) Upon a company ceasing to be a limited duration company, the Registrar shall, where such
cessation is by virtue of subsection (1) (a) or (b) above, cancel its certificate of incorporation and
issue to the company a new certificate of incorporation altered to meet the circumstances of the
case.
(3) The certificate of incorporation cancelled by virtue of subsection (2) above shall cease to
have effect from the date of such cancellation.
(4) A resolution passed for the purpose of subsection (1) (b) above shall have no effect until a
certificate of incorporation is issued by the Registrar pursuant to subsection (2) above.
The Substantive Laws of the Galactic Government
Revised Edition 2005 from the International Business act of Belize, 1996, and adopted by the
Galactic Government to form intergalactic Corporations as recognized by the International
Business Act of Belize, 1996. All relevant laws of the original Act is hereby adopted in full by the
Galactic Government to accommodate the needs of our citizens for their pursuit of valid
corporations as headquartered on the Moon of Earth starting no earlier than September 30,
2005. This adoption and implementation accomplished by the Galactic Government, a
sovereign nation.
Galactic Government headquarters is located: The Galactic Government satellite Office
100-400 Galaxy Way #2 241 B Main Street
New Hope Plaza
New Hope City, Sea of Tranquility Rio Vista, CA. 94571
Moon of Earth
Dr. Dennis M. Hope CEO (Celestial Executive Officer) President