IBC Regulations 2014 PART I – INTRODUCTORY PROVISIONS The previously established International Business Companies Regulations of 1998 are hereby revoked. For the purposes of these Regulations, the following definitions apply: “Act” refers to the International Business Companies (Amendment and Consolidation) Act of 2010; “Authority” denotes the entity defined as such in the Act; “Dollar” or “$” signifies the official currency of the United States of America; “Functionary” refers to: (a) For a mutual fund segregated cell company (SCC), any manager, administrator, investment advisor, custodian, or any other individual approved by the Authority; (b) For an insurance company SCC, any manager, broker, agent, actuary, or other person authorized by the Authority; “Insurance company” refers to an insurer licensed under the International Insurance (Amendment and Consolidation) Act of 1998; “Insurance company SCC” designates a segregated cell company operating as an insurance company; “Mutual fund” means a company that is either accredited or recognized as a private fund, or is registered as a public fund, under the Mutual Funds (Amendment) Act of 1998; “Mutual fund SCC” signifies a segregated cell company functioning as a mutual fund. PART II – GENERAL PROVISIONS FOR INTERNATIONAL BUSINESS COMPANIES The terms and expressions listed in Schedule 1 must receive prior approval from the Registrar before being used in the naming of any international business company. The official forms contained in Schedule 2 shall be used for the relevant procedures outlined in these Regulations. (1) Any individual seeking to incorporate or continue an international business company under the Act, and who has a genuine intention to use a particular name, must submit two copies of the completed Form 2 (as found in Schedule 2) to the Registrar for each name being reserved, in accordance with Section 11(1) of the Act. (2) No fee is required if the name reservation is for a period of 72 hours or less; beyond that duration, a fee must be paid as outlined in Schedule 3. (3) Name reservations can be renewed by submitting a new Form 2 along with the applicable fee specified in Schedule 3. Once the Registrar accepts the completed Form 2, a certified copy—signed and sealed—will be issued to the applicant as official confirmation of approval. When an international business company is required to file its Articles, the appropriate form (as listed in Schedule 2—Form 3, 4, 14, 16, or 17, depending on the context) must be submitted in duplicate to the Registrar, along with the relevant fee listed in Schedule 3. Additionally, two copies of the approved Form 2, as granted under Regulation 6(4), must be attached when applicable. Upon receiving the appropriate fee and accepting the Articles under Regulation 7, the Registrar shall record the Articles in the official Register and issue to the registered agent: (a) a Certificate of Incorporation (Form 1); or (b) a Certificate of Continuation, Registration, Merger, or another relevant certificate; and (c) a certified copy of the certificate mentioned in (a) or (b), based on the nature of the filing. (1) To amend its Articles, an international business company must submit, in duplicate, the amended Articles (using Form 3, 14, 16, 17, or 21 as needed), along with the Articles of Amendment (Form 4) and the applicable fee from Schedule 3. (2) Once received and accepted, the Registrar will officially record the amended Articles in the Register. If a company has issued bearer shares, the registered agent must—upon request from the legal owner—provide a Certificate of Immobilisation in the appropriate format for the bearer shares held. (1) To change its registered office, a company must submit two copies of a completed Form 6 (as specified in Schedule 2), along with the applicable fee from Schedule 3. (2) Once received and accepted, the Registrar will record the updated registered office and/or registered agent in the Register. If a company opts to register general charges, it must submit two copies of a completed Form 7 at the time of election, along with the required fee listed in Schedule 3. (1) When a company chooses to register a specific charge, it must file a completed Form 8 in duplicate, along with the corresponding fee in Schedule 3. (2) Upon acceptance, the Registrar will enter the charge into the Register of Registered Charges and issue a certificate in the format of Form 9. (1) To modify an existing registered charge, the applicant must file Form 10 in duplicate and pay the fee as outlined in Schedule 3. (2) Upon approval, the Registrar will record the variation and issue a Certificate of Variation of Charge (Form 11) to both the company and the charge holder. (1) If a registered charge under Section 141 of the Act is no longer in effect, the company must submit a completed Form 12 in duplicate, with the applicable fee. (2) Upon confirmation, the Registrar will issue a Certificate of Cessation of Charge (Form 13) to both the company and the chargee. (1) To file a merger between a parent company and its subsidiary, the international business company must submit the Articles of Merger (Form 16) in duplicate along with the prescribed fee. (2) Upon registration, the Registrar will issue a Certificate of Merger in the form specified as Form 15 in Schedule 2. An international business company will receive a certified copy of the Certificate of Merger as per the relevant regulations. (1) An international business company must submit its Articles of Merger or Consolidation (Form 14) in duplicate to the Registrar for registration, along with the fee specified in Schedule 3. (2) Upon registration, the Registrar will issue a Certificate of Merger or Consolidation to the company, as prescribed in Form 15 of Schedule 2. (3) The company will receive a certified copy of the Certificate of Merger or Consolidation in accordance with the regulations. (1) If an international business company intends to wind up and dissolve, it must submit the completed Articles of Dissolution (Form 21 of Schedule 2) in duplicate, along with the required fee from Schedule 3. (2) After verifying that the Articles of Dissolution have been properly filed by the company, its directors, and the liquidator, the Registrar will issue a Certificate of Dissolution to the company, as prescribed in Form 22 of Schedule 2. An international business company requesting to be restored to the Register must submit the completed Form 23 (Schedule 2) in duplicate, along with the prescribed fee from Schedule 3. (1) Upon the incorporation or continuation of an international business company under the Act, the Registrar will issue a Certificate of Exemption from Import Duties, as specified in Form 25 of Schedule 2. (2) If the company does not make the election under Section 180(2) of the Act, the Registrar will issue a Certificate of Exemption from Direct Taxes in the form prescribed as Form 26 of Schedule 2. (1) When a company elects to make a change under the Act, it must submit the completed Form 27 (Schedule 2) in duplicate, along with the relevant fee from Schedule 3. (2) If there are any changes in the directors, members, or related information, the company must submit the prescribed Form 28 (Schedule 2) in duplicate within 14 days of the change, along with the appropriate fee. (3) If the company wishes to cancel its election, it must submit the completed Form 29 (Schedule 2) in duplicate, along with the prescribed fee. Upon written request and payment of the required fee from Schedule 3, the Registrar will issue a Certificate of Good Standing to any person, as specified in Form 30 of Schedule 2. (1) A member, director, or officer of an international business company, acting through a registered agent, may request a duplicate copy of the articles or any other certificate or document related to the company. To do so, they must submit a letter to the Registrar containing the following information: (a) the company’s name; (b) the company’s unique identification number; (c) the name of the current registered agent; (d) the registered office address; (e) the specific document being requested; and (f) the name, address, and status (i.e., director, member, officer, or registered agent) of the person making the request. (1) (a) An international business company may submit, under cover of an explanatory letter, any document that is permitted but not required to be registered under the provisions of the Act. The document should be submitted in duplicate, along with the relevant fee from Schedule 3. (b) Upon receipt, the Registrar will register the document and maintain it in the Register as required under the Act. (3) (a) Each year, an international business company must submit the annual fees due under the Act, as prescribed in Part 1 of Schedule 3, by January 1st. (b) Failure to pay by the prescribed date will result in the company being liable for a penalty as outlined in Part 2 of Schedule 3. (c) The Registrar may remove from the Register any company that fails to pay the fees and penalties by December 31st of the year following the due date. (1) The fees to be paid under the Act for filing and other services are outlined in Part 1 of Schedule 3. (2) Penalties for failing to make payments on time are specified in Part 2 of Schedule 3.