Public Companies

A public company is a corporation whose ownership is distributed amongst general public shareholders through publicly-traded stock. In the primary market of the Eastern Caribbean Securities Exchange, a public company or government (issuer) sells its securities for the first time to investors to raise capital to support its operations.  

Yes. A public company shall send a copy of the documents referred to in section 149 to the Registrar, no less than 21 days before each annual meeting of the shareholders or after the signing of a resolution under paragraph (6) of subsection (1) of section 130. In any event, documents should not be submitted no later than 15 months after the last date when the last annual meeting should have been held or a resolution of the meeting should have been signed.

Yes. No person shall issue any form of application for shares or debentures unless

1.  a prospectus, as required by this Division, has been registered with the Registrar, and
2.  a copy of the prospectus is issued with the form of application or the form specifies a place in Antigua and Barbuda where a copy of the prospectus can be obtained. 

This does not apply if the form of application referred to is issued in connection with shares or debentures that are not offered to the public or intended for the public.

No person shall issue a prospectus unless a copy thereof has first been registered by the Registrar and the prospectus states on its face the fact of the registration and the date on which it was effected.

A public company shall have no fewer than three directors, at least 2 of whom are not officers or employees of the company or any of its affiliates. In addition, only an individual may be a director of a public company. (The Companies Act 1995; Section 62, (1) and (2)).

Unless the articles of a company otherwise provide, a director of the company need not hold shares issued by the required company. (Section 68)

Yes. A public company must prepare and maintain a register of substantial shareholding in the company in accordance with sections 181 to 185 of the Act. 

A company that issues a security shall prepare and maintain a register of security holders showing:

1. the name and the latest known address of each debenture holder;
2. the principal of the debentures held by each holder;
3. the amount or the highest amount of any premium payable on redemption of the debentures;
4. the issue price of the debentures and the amount paid up on the issue price;
5. the date on which the name of each person was entered on the register as a debenture holder; and
6. the date on which each person ceased to be debenture holder. 

Yes. A public Company shall, before issuing any of its debentures, execute a trust deed in respect of the debentures and procure the execution thereof by a trustee.

No trust deed may cover more than one class of debentures, whether or not the trust deed is required by this section to be executed.

A public company should keep a register showing the required particulars with respect to any interest in shares, or directors’ debentures of, the company or of any affiliate or associate of the company, which is vested in an auditor.

For the purposes of this section, an interest in shares or debentures is vested in a director if

1. the shares or debentures are registered in the director’ s name, or the names of the director and other persons jointly, or in the name of a nominee for him, or for him and them;
2. the director has a derivative interest in the shares or debentures, or aright or power to acquire derivative interest in them;
3. the director has a right to subscribe for the shares or debentures, or another person has aright to subscribe for them and the director has a right to acquire them after they have been allotted;
4. the shares or debentures are the subject of a voting management in favour of a director, that is to say, an arrangement (whether legally enforceable or not) (Section 179. (1))

A summary of the financial statement shall be in the prescribed form and contain the prescribed information:

• state that it is only a summary of information in the company’s annual accounts and . . the directors’ report;
• contain a statement of the company’s auditors of their opinion as to whether the summary financial statement is consistent with those accounts and that report and complies with the requirements of this section and the regulations.
• state whether the auditors’ report on the annual accounts was unqualified or qualified, and if it was qualified set out the report in full together with any further material needed to understand the qualification:
• state whether the auditors’ report on the annual accounts contained a statement as to
• the inadequacy of the accounting records or returns.
  • the accounts not agreeing with the records or returns, or
  • the failure to obtain necessary information

No. Open-ended mutuals and any other provision of the Companies Act relating to stated capital do not apply to public companies.

A public company may have an audit committee made of no less than three directors of the company, a majority of whom are not officers or employees of the company or any of its affiliates. (Section 156, subject to subsection (2))

If you are considering starting a Public Company, we suggest that you consult a lawyer. An Attorney reference list can be found on our website at: https://abipco.gov.ag/attorneys-at-law/