The Companies Rules - Change Me
Τι αφορά αυτή η πράξη;
Αυτοί οι Κανόνες Δικαστηρίου, γνωστοί ως οι Κανόνες Εταιρειών, καθορίζουν τις διαδικασίες για διάφορες αιτήσεις που σχετίζονται με εταιρείες, όπως αυτές ορίζονται στον Νόμο περί Εταιρειών του 1951.
Για ποιους: Εταιρείες που εμπίπτουν στον Νόμο περί Εταιρειών του 1951; Αξιωματούχους εταιρειών, δικηγόρους και ελεγκτές που εμπλέκονται σε δικαστικές διαδικασίες.
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Τι ρυθμίζει αυτή η πράξη;
- Τις διαδικασίες για αιτήσεις που υποβάλλονται στο Δικαστήριο σχετικά με εταιρείες.
- Τον τρόπο υποβολής αιτήσεων (με αναφορά ή κλήση) για συγκεκριμένα θέματα.
- Τους ορισμούς βασικών όρων όπως "ο Νόμος", "το Δικαστήριο", "ο Δικαστής", "η αναφορά", "η κλήση", "η έρευνα" και "η εταιρεία".
- Την εφαρμογή των κανόνων πολιτικής δικονομίας και της γενικής πρακτικής των Δικαστηρίων.
Ποιους αφορά αυτή η πράξη;
- Εταιρείες που εμπίπτουν στον Νόμο περί Εταιρειών του 1951.
- Αξιωματούχους εταιρειών, δικηγόρους και ελεγκτές που εμπλέκονται σε δικαστικές διαδικασίες.
Ποια είναι τα βασικά σημεία;
- Όλες οι αναφορές, κλήσεις, ειδοποιήσεις και ένορκες δηλώσεις πρέπει να φέρουν τον τίτλο του Επαρχιακού Δικαστηρίου, της εταιρείας και του Νόμου περί Εταιρειών του 1951.
- Ορισμένες αιτήσεις, όπως αυτές για επιβεβαίωση μείωσης κεφαλαίου ή ακύρωση μεταβολής δικαιωμάτων μετοχών, πρέπει να γίνονται με αναφορά.
- Άλλες αιτήσεις, όπως αυτές για διόρθωση του μητρώου μελών ή για έρευνα υποθέσεων εταιρείας, πρέπει να γίνονται με κλήση.
- Σε περίπτωση έρευνας για χρέη, απαιτήσεις ή υποχρεώσεις εταιρείας, η εταιρεία πρέπει να καταθέσει ένορκη δήλωση με κατάλογο πιστωτών εντός επτά ημερών.
- Οι πιστωτές πρέπει να ειδοποιηθούν για την προτεινόμενη μείωση κεφαλαίου και να τους δοθεί χρόνος να υποβάλουν τις απαιτήσεις τους.
Δικονομικό δίκαιο
Κείμενο νόμου
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The Companies Rules - Change Me ΠΑΓΚΥΠΡΙΟΣ ΔΙΚΗΓΟΡΙΚΟΣ ΣΥΛΛΟΓΟΣ CyLaw | Αναφορικά μ'εμάς | Επικοινωνία Κατάλογος Ενοποιημένης Νομοθεσίας The Companies Rules (Change Me) Περιεχόμενα Πλήρες Κείμενο Εκτύπωση Ιστορικό Τροποποιήσεων Change Me
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Unless the context otherwise requires, expressions defined in the Law shall have the meanings so defined.
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4.-(1) Every petition and summons and all notices, affidavits and other proceedings under any petition or summons shall be intituled in the District Court concerned, and in the matter of the company, and in the matter of the Companies Law, 1951.
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(q) Applications for leave to be a director of or to manage a company under section 178 and 179 (1) of the Law. (r) Applications to extend the time for registering documents under section 7 (6) of the Law or under Rule 10 of these rules. (s) Applications to extend the time for the issue of shares at a discount under section 55 (1) (d) of the Law. (t) Applications to extend the time for registration of a charge or to rectify any omission or misstatement with respect to any charge or in a memorandum of satisfaction under section 95 of the Law. (u) Applications for the purpose of preventing or settling the terms of, the acquisition of shares under section 200 of the Law. (v) Applications that a person should be examined on oath under section 160 (4) of the Law. (w) Application for directions by a receiver or manager under section 336 (1) of the Law. (x) Applications for inspection or production of the books of a company under section 375 of the Law. (y) Applications for summoning a meeting of debenture holders under section 84 (4) of the Law. (z) Applications that a company should not be bound to circulate a statement under section 133 (5) of the Law. (aa) Applications that an auditor’s or a director’s representations should not be sent out or read at a meeting under section 153 (3) or section 177 (3) of the Law.
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8.-(1) Where the petition has been presented pursuant to section 7 of the Law or to paragraphs (a), (b), (c) or (g) of rule 5 of the rules, or where an order is sought under section 199 of the Law, an application shall in every case be made by summons in Chambers to the Judge for directions as to the proceedings to be taken.
In such cases the first order upon the summons for directions may be in the form No. 1 set out in the Appendix to these rules.
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(e) Notice of the presentation of the petition, of the effect of the order directing the inquiry and of the list of creditors shall, after the filing of the affidavit mentioned in paragraph (a) of this rule, be published at such times, and in such newspapers as the Judge shall direct. Every such notice shall state the amount of the proposed reduction of capital, and the places where the aforesaid list of creditors may be inspected, and the time within which creditors of the company who are not but are entitled to be entered on the said list, and are, desirous of being entered therein, must send in their names and addresses, and the particulars of their debts or claims, and the names and addresses of their advocates (if any) to the advocate of the company. Such notice may be in the form No. 4 set out in the Appendix to these rules. (f) The company shall, within such time as the Judge shall direct, file with the Registrar of the Court an affidavit made by the person to whom the particulars of debts or claims are, by such notices as are mentioned in paragraphs (d) and (e) of this rule, required to be sent in, stating the result of such notices respectively and verifying a list containing the names and addresses of the persons (if any) who shall have sent in the particulars of their debts or claims in pursuance of such notices respectively, and the amounts of such debts or claims, and some competent officer or officers of the company shall join in such affidavit, and shall in such list distinguish which (if any) of such debts and claims are wholly, or as to any and what part thereof, admitted by the company, and which (if any) of such debts and claims are wholly, or as to any and what part thereof, disputed by the company, and which (if any) of such debts and claims are alleged by the company to be wholly, or as to any and what part thereof, not included in the inquiry.
Such affidavit shall also state which of the persons who are entered in the list as creditors and which of the persons who have sent in particulars of their debts or claims in pursuance of such notices as aforesaid have been paid or have consented to the proposed reduction. Such affidavit may be in the form No. 5 set out in the Appendix to these rules; and such list and an office copy of such affidavit shall be left with the Registrar of the Court within such time as the Judge shall direct. (g) If the company contends that a person is not entitled to be entered in the list of creditors in respect of any debt or claim whether admitted or not or if any debt or claim, the particulars of which are so sent in, shall not be admitted by the company at its full amount, then and in every such case, unless the company is willing to appropriate in such manner as the Judge shall direct the full amount of such debt or claim, the company shall, if the Judge think fit so to direct, send to the creditor a notice that he is required to come in and establish his title to be entered on the list or as the case may be to come in and prove such debt or claim or such part thereof as is not admitted by the company, by a day to be therein named, being not less than four clear days after such notice, and being the time appointed by the Judge for adjudicating upon such titles, debts and claims and such notice shall be sent in the manner mentioned in paragraph (d) of this rule and may be in the form No. 6 set out in the Appendix to these rules. (h) Such creditors as come in to prove their titles, debts or claims in pursuance of any such notice as is mentioned in paragraph (g) of this rule shall be allowed their costs of proof against the company and be answerable for costs, in the same manner as in the case of persons coming in to prove debts under an administration judgment. (i) The result of the settlement of the list of creditors shall be stated in a certificate by the Registrar of the Court and such certificate shall state what debts or claims (if any) have been disallowed, and shall distinguish the debts or claims the full amount of which the company is willing to appropriate, and the debts or claims (if any) the amount of which has been fixed by inquiry and adjudication in manner provided by section 64 (2) of the Law, and these rules, and the debts or claims (if any) the full amount of which the company does not admit or is not willing to appropriate or the amount of which has not been fixed by inquiry and adjudication as aforesaid; and shall show which of the creditors have consented to the proposed reduction, and the total amount of the debts due to them, and the total amount of the debts or claims the payment of which has been secured in manner provided by section 64 (2) of the Law and the persons to or by whom the same are due or claimed.
The said certificate shall also state what creditors have under paragraph (g) of this rule come in and sought to establish their title to be entered on the list and whether such claims have been allowed or not, but it shall not be necessary to make in such certificate any further or other reference to any creditors who are not entitled to be entered in the list or to any debts or claims to which the inquiry does not extend or to show therein the several amounts of the debts or claims of any persons who have consented to the proposed reduction or the payment of whose debts or claims has been secured as aforesaid. (j) The consent of any creditor, whether in respect of a debt due or presently due or a debt payable on a contingency or not ascertained or a claim admissible to proof in a winding-up of the company, may be evidenced in any manner which the Judge shall think reasonably sufficient having regard to the amount of his debt or claim and all the circumstances of the case. (k) The petition shall not be heard until the expiration of at least eight clear days from the filing of such certificate as is mentioned in paragraph (i) of this rule. (l) Before the hearing of the petition, notices stating the day on which the same is appointed to be heard shall be published at such times and in such newspapers as the Judge shall direct. Such notices may be in the form No. 7 set out in the Appendix to these rules.
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Change Me ΠΑΡΑΡΤΗΜΑΤΑ APPENDIX COMPANIES FORM No. 1 FORM OF ORDER-[Rules 8 (2).] In the District Court of In the Matter of the Company, Limited, and In the Matter of the companies Law, 1951.
Upon the application of the petitioners by summons dated, and upon hearing the advocate for the petitioners, and on reading the petition presented to the Court, the affidavit of (in support of petition), the affidavit of (service of notices convening meetings) and the exhibits therein respectively referred to. And it appearing that the special resolution for the reduction of the capital of the said company referred to in the said petition has been duly passed. [It is ordered that section 64 (2) of the Law shall not apply to (here set out class of creditors to whom section 64 (2) of the Law is not to apply) and] it is ordered, that an inquiry be made what are the debts, claims and liabilities of or affecting the said company on the day of,19, [other than debts, claims or liabilities in respect of (here set out any debts, claims or liabilities which have been excluded from the provisions of section 64 (2) of the Law by the earlier part of the order)] and that notice of the presentation of the said petition and that a list of creditors to whom such inquiry extends is to be made out as of the said day of19,be inserted in [the newspapers] on the day of, and [other times of insertion].
And it is ordered that the said list and an office copy of the affidavit verifying the same be left with the Registrar of the Court within days of the date hereof.
COMPANIES FORM No. 2.
AFFIDAVIT VERIFYING LIST OF CREDITORS-[Rule 9 (b).] [Heading as in Form 1.] I, A.B., of, make oath and say as follows:- 1 The paper writing now produced and shown to me, and marked with the letter A, contains a list of creditors of and persons having claims upon the said company on the day of, 19(the date fixed by the order in this matter dated19), together with their respective addresses, and the nature and amount of their respective debts or claims and such list is, to the best of my knowledge, information and belief, a true and accurate list of such creditors and persons having claims on the day aforesaid.
Sworn, etc.
List of Creditors referred to in the last Form.
A IN THE MATTER OFCOMPANY, LIMITED; AND IN THE MATTER OF THE COMPANIES LAW, 1951.
This list of creditors marked A was produced and shown to A.B., and is the same list of creditors as is referred to in his affidavit sworn before me this day of,19 X.Y., etc.
Names, Addresses and Descriptions of the Creditors.
Nature of Debt or Claim.
Amount or Estimated value of Debt or Claim.
COMPANIES FORMS No. 3.
NOTICE TO CREDITORS-[Rule 9 (d).] [Heading as in Form 1.] To Mr.
You are requested to take notice that a petition has been presented to the District Court of, for confirming the reduction of the capital of the above company from £,to £, and that by an order dated, 19, an inquiry was directed as to the debts, claims and liabilities of the said Company as on the19[other than the debts, claims and liabilities in respect of (here set out the nature of debts, claims or liabilities to which the inquiry does not extend)]. In the list of persons admitted by the company to have been on the day of creditors of the company for debts, claims and liabilities to which such inquiry extends your name is entered as a creditor [here state the amount of the debt or nature of the claim].
If you claim in respect of any such debt, claim or liability to have been on the last-mentioned day a creditor to a larger amount than is stated above, you must, on or before the day of, send your name and address, the particulars of your claim and the name and address of your advocate (if any) to the undersigned at . In default of your so doing the above entry in the list of creditors will in all the proceedings under the above application to reduce the capital of the company be treated as correct.
Dated thisday of, 19.
A. B., Advocate for the said Company.
COMPANIES FORM No. 4.
ADVERTISEMENT OF PETITION AND LIST OF CREDITORS-[Rule 9 (e).] [Heading as in Form 1.] Notice is hereby given that a petition for confirming the reduction of the capital of the above company from £ to £was, on the day of, 19, presented to the District Court of and is now pending. And that by an order dated, 19, an inquiry was directed as to the debts, claims or liabilities of the said company as on the19[other than debts, claims and liabilities in respect of (here set out the nature of the debts, claims and liabilities to which the inquiry does hot extend)]. A list of the persons admitted to have been creditors of the company for debts, claims and liabilities to which the said inquiry extends on the said day of, 19, may be inspected at the offices of the company, at or at the office of at any time during usual business hours, on payment of the charge of one shilling.
Any person who claims to have been on the said 19 , and still to be, a creditor of the company in respect of any such debt, claim or liability and who is not entered on the said list and claims to be so entered, must, on or before the day of, send in his name and address, and the particulars of his claim, and the name and address of his advocate (if any), to the undersigned at, or in default thereof he will be precluded from objecting to the proposed reduction of capital.
And take further notice that by an Order dated the,19, the Court gave leave that the notice required by paragraph (d) of Rule 9 of these rules to be served on creditors of the above-named company should be served on the holders of the debentures of the said company [whose names and addresses are unknown to the company] [on the creditors named in the [first part of the] Schedule hereto (whose addresses are unknown to the company)] and/or on the creditors named in the [second part of the] Schedule hereto (who are believed to be dead), [or as may be] by the insertion of this advertisement in the following newspapers, namely: [The Schedule above referred to.] Dated this day of, 19 A.B., Advocate for the said Company.
COMPANIES FORM No. 5.
AFFIDAVIT IN ANSWER TO INQUIRY-[Rule 9 (f).] [Heading as in Form 1] We C.D., of etc., [the secretary of the said company], E.F., of etc., [the advocate of the said company] and A.B., of etc., [the managing director of the said company], severally make oath and say as follows:- I, the said C.D., for myself, say as follows:- 1. I did, on the day of, 19,in the manner hereinafter mentioned, served a true copy of the notice now produced and shown to me, and marked B, upon each of the respective persons whose names, addresses and descriptions appear in the first column of the List of Creditors, marked A, referred to in the affidavit of filed on the day of, 19.
And I, the said E.F., for myself, say as follows:- 3. A true copy of the notice now produced and shown to me and marked C, has appeared in the of the day of ,19 , the of the day of , 19 , etc.
And I, the said C.D., further say:- The exhibit now produced and shown to me marked F contains the (invoices and) receipts and the written consents of such of the persons named in the said list A (and in the said exhibits D and E) as have been paid by the said company or have consented to the proposed reduction of capital.
The said company is willing to set apart and appropriate the full amount of the debts, claims and liabilities specified in the said list A (and in the said exhibits D and E) in respect of which consents have not been obtained or which the said company has not paid and discharged.
All rent rates, taxes, salaries, wages and other incidental expenses current on the said, 19, and since become due have been paid and discharged by the said company.
Sworn, etc.
Exhibit D, referred to in the last-mentioned Affidavit.
D IN THE MATTER, ETC., List of debts and claims of which the particulars have been sent in toby persons claiming to be creditors of the said company for larger amounts than are stated in the List of Creditors made out by the company.
This paper writing, marked D, was produced and shown to C.D., E.F., and A.B., respectively and is the same as is referred to in their affidavit sworn before me this day of, 19.
X. Y., ETC.
FIRST PART.
Debts and Claims wholly or partly admitted by the Company.
Names Addresses And Descriptions Of Creditors.
Particulars of Debt or Claim.
Total amount claimed.
Amount admitted by the Company to be within the inquiry and to be owing to Creditor.
Debts proposed to be appropriated in full, although disputed.
Amount admitted by the Company to be owing to the Creditor but which it is contended are not within the inquiry.
SECOND PART.
Debts and Claims wholly disputed by the Company.
Names Addresses And Descriptions Of Claimants.
Particulars of Claims.
Total amount claimed.
Debts proposed to be appropriated in full, although disputed.
Amount which, even if admitted, it is contended would not be within the inquiry.
Exhibit E, referred to in the last Affidavit.
E IN THE MATTER, ETC.
List of debts and claims of which the particulars have been sent in to Mr. by persons claiming to be creditors of the company, and to be entered on the list of the creditors made out by the company.
This paper writing marked E was produced and shown to C.D., E.F., and A.B., respectively, and is the same as is referred to in their affidavit sworn before me this day of, 19.
X.Y., ETC.
FIRST PART. [Same as in Exhibit D.] SECOND PART. [Same as in Exhibit D.] NOTE.-The names are to be inserted alphabetically.
COMPANIES FORM No. 6.
NOTICE TO CREDITORS TO COME IN AND PROVE-[Rule 9 (g).] [Heading as in Form 1.] To Mr.
You are hereby required to come in and prove (or establish your title to be entered in the List of Creditors in this matter in respect of) the debt claimed by you against the above company, by filing your affidavit and giving notice thereof to Mr., the advocate of the company, on or before the day of next; and you are to attend by your advocates at the District Court of on the day of, 19,at o’clock in the noon, being the time appointed for hearing and adjudicating upon the claim, and produce any securities or documents relating to your claim.
In default of your complying with the above directions, you will [be precluded from objecting to the proposed reduction of the capital of the company], or [in all proceedings relative to the proposed reduction of the capital of the company be treated as a creditor for such amount only as is set against your name in the list of creditors].
Dated this day of, 19.
A.B., Advocate for the said Company.
COMPANIES FORM No. 7.
ADVERTISEMENT OF HEARING OF PETITION-[Rule 9 (1).] [Heading as in Form 1.] Notice is hereby given, that a petition presented to the District Court of on the day of for confirming the reduction of the capital of the above company from £to £is directed to be heard before on the day of, 19.
Dated this day of, 19 .
A.B., Advocate for the said Company.
COMPANIES FORM No. 8.
FORM OF ORDER UNDER SECTION 199 OF THE COMPANIES LAW, 1951. [Rule II.] [Title.] ORDER that all the property rights and powers of the transferor company specified in the first, second and third parts of the Schedule hereto and all other the property rights and powers of the transferor company be transferred without further act or deed to the transferee company and accordingly the same shall pursuant to section 199 (a) of the Companies Law, 1951, be transferred to and vest in the transferee company for all the estate and interest of the transferor company therein but subject nevertheless to all charges or mortgages now affecting the same [other than (here set out any charges or mortgages which by virtue of the compromise or arrangement are to cease to have effect)]. And it is Ordered that all the liabilities and duties of the transferor company be transferred without further act or deed to the transferee company and accordingly the same shall pursuant to section 199 (2) of the Companies Law, 1951, be transferred to and become the liabilities and duties of the transferee company.
And it is Ordered that all proceedings now pending by or against the transferor company be continued by or against the transferee company. And it is Ordered that the transferee company do without further application allot to such members of the transferor company as have not given such notice of dissent as is required by clause of the scheme of compromise or arrangement herein the shares in the transferee company to which they are entitled under the said scheme. And it is Ordered that the transferor company do within 10 days after the date of this order cause an office copy of this order to be delivered to the Registrar of Companies for registration and on such office copy being so delivered the transferor company shall be dissolved and the Registrar of Companies shall place all documents relating to the transferor company and registered with him on the file kept by him in relation to the transferee company and the files relating to the said two companies shall be consolidated accordingly.
Liberty to apply.
The Schedule.
PART I.
(Insert a short description of the immovable property of the transferor company).
PART II.
(Insert a short description of all stocks, shares, debentures and other choses in action of the transferor company). [For the Companies Court Fees and other Rules see post, page 335, and under the Companies Law, No. 7 of 1951, immediately below Chapter 191.] Εκτύπωση Cylaw.org: Από το ΚΙΝOΠ/CyLii και τη ByteCrafts για τον Παγκύπριο Δικηγορικό Σύλλογο