Amendments no. 11-2017

• Author: Suzanne Ffolkes Goldson
• Profession: Attorney-at-Law and Senior Lecturer in the Faculty of Law at The University of the West Indies, Mona
• Pages: 1-72

1

The Companies (Amendment) Act, 2017 [No. 11]

JAMAICA

No.

11-2017

I assent,

[L.S.]

PATRICK

LINTON

ALLEN,

Governor-Genera/.

2

lst

day ofJune,

2017

.

AN

ACT

to

Amend the Companies Act.

[

2lst

June, 2017 ]

BE

IT

ENACTED

by

The Queen's Most Excellent Majesty,

by

and

with

the

advice

and

consent

of

the Senate

and

House

of

Representatives

of

Jamaica, and by the authority

of

the same,

as

follows:-

1.

This Act

may

be cited as the Companies (Amendment) Act,

2017, and shall be

read

and

construed as one with the Companies Act

(hereinafter referred

to

as

the "principal Act") and

all

amendments

thereto.

Short

title

and

construc

t

ion

.

2. The principal Act

is

amended

by

d!eleting

the words "the Island", Amendment

and

all

its

cognate expressions, wherever they appear and substituting of principal

therefor,

in

each case, the word "Jamaica".

Act

.

3. Section 2

of

the principal Act

is

amended-

(

a)

in

subsection

(1)

by-

(i) deleting

the

definition

of

"share warrant";

Amendment

of section 2

of

principal

Act.

2

[No. 11] The Companies (Amendment) Act, 2017

(ii) inserting

in

the correct alphabetical sequence the

following

definitions-

""

beneficial

owner"-

(a)

in

relation to shares, means the

individual

on

whose

behalf

the

shares

are held or on whose behalf a share

transaction

is

conducted;

(b)

in

relation

to

a

company,

means the

individual who exe

rci

ses ultimate

ownership or ultimate effective

co

ntrol

;

''

spec

i

fied

date"

means

the

date

of

commencement

of

the Companies (Amendme

nt

) Act, 2017;

"ultimate effective control" means the control

exe

rcised

by

an individual w

ho-

(a) is

in

a position

to

determine

the policy

of

the

company

or

to

make

the

final

determination as to the

decisions to be made by the

company; or

(b) by himse

lf

or together with

a connected person within

the

meaning

of

subsection

(7)

is

in a position to control

more

than

fifty

percent

of

the

voting

power

in

the

company or would hold

interest in more than fifty

percent

of

the issued shares

of

the company;

"

ultimate

ownership"

means

any

situation

in

which

ownership

of

a company is exercised by

3

The Companies (Amendment) Act, 2017 [No. 11]

means

of

control other than direct control,

and includes

any

arrangement utilizing one

or

more

persons

through

which

beneficial

ownership

of

a company

is

established;";

(b) inserting next after subsection ( 6) the following-

" (7) For the purposes

of

subsection (2), the

following persons shall

be

treated

as

being connected

with a given person

"A",

and the person with A, and

shall

be

so

treated notwithstanding that at the relevant

time

any

of

the

persons in

question

(not

being

individuals)

had not yet come into existence or ceased

to

exist-

(a) a holding company or subsidiary

of

A;

(b) a subsidiary

of

a holding company

of

A;

(c) a holding company

of

a subsidiary

of

A;

( d) any company

of

which A has control;

(e) any company

of

which A and persons

connected with A together have control;

(f)

any company which together with A

constitute a group;

(g)

an

individual

who

is a director, manager or

a person who has control

of

A or any

partner or

any

immediate relative

of

such

director, manager or person aforesaid;

(h)

any company

of

which

any

of

the persons

referred to in sub-paragraph (g) is a

director, manager or has control.

(8) For the purposes

of

subsection

(7Xf)

, "group"

in relation to a company means that company

and-

(

a)

any

other

company

which

is

its

holding

company

or

subsidiary;