Wealth Management Services Ltd.- Antigua & Barbuda Managment

LLC ACT II

Part I

Part II

Part II - Formation and Articles of Organisation

12. Formation
13. Duration
14. Company name
15. Register of names
16. Reservation of name
17. Contents of articles of organisation
18. Execution and filing of articles of organisation
19. Date limited liability company comes into existence
20. Notice of existence of limited liability company
21. Amendment of articles of organisation
22. Restated articles of organisation
23. Registered agent for service of process

12. Formation

(1) One or more persons domiciled in Antigua and Barbuda may form a limited liability company under this Act by signing and filing articles of organisation with the Commission. The person need not be a member of the limited liability company at the time of formation or after formation.
(2) No domiciliary of Antigua and Barbuda shall be a beneficial owner of a membership interest in a limited liability company formed, registered or continued under this Act.

13. Duration
A limited liability company formed under this Act continues perpetually, unless otherwise provided in its articles of organisation, or until the limited liability company is dissolved and terminated in accordance with this Act.

14. Company name

(1) Except as otherwise provided in this section, the name of a limited liability company
- (a) shall contain the words “limited liability company” or “limited company” or the abbreviation “LLC”, “L.L.C.”, “LC” or “L.C.”;
- (b) shall not be the same as or substantially similar to the name of a limited liability company or of any other company of any kind, as that name appears on the index of names of existing limited liability companies or on the reserved name list maintained by the Commission or a name so similar to any such name as to tend to confuse or deceive; and
- (c) shall not be a name prohibited by another Act or by a regulation.
(2) This section shall not prevent a limited liability company from having the same name as another limited liability company existing under the laws of Antigua and Barbuda if the company
- (a) merges with the other limited liability company;
- (b) and the other limited liability company form a company by the organisation or consolidation of one or more domestic or foreign limited liability companies, including the other limited liability company; or
- (c) acquires all or substantially all the assets of the other domestic limited liability company, including its name.
(3) The name of a limited liability company shall not imply a connection with any Antigua and Barbuda government department, agency, authority or branch, any political party or any university of professional association recognised by the laws of Antigua and Barbuda.

15. Register of names
The Commission shall keep an alphabetical index of all reserved names and the names of all limited liability companies subject to this Act together with those other names required to be kept by the Commission by another law.

16. Reservation of name

(1) A licensee may reserve a name with the Commission in accordance with this section if the reservation is made good faith for subsequent use in formation of a limited liability company under this Act or for use in changing the name of a limited liability company already subject to this Act.
(2) A name may be reserved by a foreign limited liability company which has filed for a transfer of domicile but shall not be subject to the time limitation and fee requirements of this section.
(3) An application to reserve a name shall be delivered to the Commission together with the required fee, setting forth
- (a) the name or names to be reserved in order of preference;
- (b) the name and address of the licensee submitting the application;
- (c) whether the application is for a renewal of an already reserved name;
- (d) the type of business the limited liability company proposes to carry on, if any;
- (e) any derivation of the name to be reserved;
- (f) if the application is for a name change, the present name of the company; and
- (g) whether the application is for a foreign limited liability company that has filed for a transfer of domicile.
(4) Provided the name to be reserved is available for use, the Commission shall enter the name upon the reserved name list and issue a certificate of name reservation in the name of the applicant or in the name designated by the applicant, setting forth
- (a) the information contained in the application;
- (b) the date the name was entered on the reserved name list, and
- (c) a statement that the certificate is non-transferable.
(5) Beginning on the date the name was entered on the reserved name list, the name reserved is maintained on the list by the Commission and shall not be used except by the person in whose name the certificate of name reservation has been issued.
(6) The reservation shall terminate on the expiration of one hundred and twenty days after the date the name was entered on the list, unless sooner renewed.
(7) Upon payment of the required fees, the reservation shall be renewed with the Commission for no more than two periods of one hundred and twenty days each. An appropriate receipt for the required fees shall be presented along with the certificate of name reservation as proof of the extension of the reservation.
(8) The certificate of name reservation and any renewals shall be submitted to the Commission at the time the name reserved is used by the person in whose name the certificate has been issued.

17. Contents of articles of organisation

(1) The articles of organisation shall state
- (a) the name of the limited liability company;
- (b) the name, address and signature of the registered agent;
- (c) the name and address of the person who signed the articles of organisation;
- (d) the latest date, if any, on which the limited liability company must dissolve, or be terminated; and
- (e) any restrictions on the business that the limited liability company may carry on.
(2) The articles of organisation shall also make one of the following statements:
- (a) management of the limited liability company is vested in a manager or managers; and
- (b) management of the limited liability company is reserved to the members.
(3) The articles of organisation may include any other provision that is consistent with the law, including any provision that under this Act is required or permitted to be set out in an operating agreement of the limited liability company.

18. Execution and filing of articles of organisation
Two copies of the articles of organisation shall be signed by the person or persons forming the limited liability company and filed with the Commission.

19. Date limited liability company comes into existence

(1) A limited liability company is formed
- (a) when the articles of organisation are delivered to the Commission for filing, if all the provisions for filing are satisfied; or
- (b) at the time when all the documents are brought into conformity.
(2) When a company is formed under this Act, the Commission shall issue a certificate of organisation and the date on the certificate, or another date fixed in accordance with section 4, shall be the date of the articles of organisation.
(3) A copy of the certificate of organisation marked with the filing date is conclusive evidence that all conditions precedent required to be performed by the organisers have been complied with and that the limited liability company has been legally organised and formed under this Act.

20. Notice of existence of limited liability company
Articles of organisation that are on file with the Commission constitute notice that the limited liability company is a limited liability company validly formed under this Act.

21. Amendment of articles of organisation

(1) The registered agent of a limited liability company may file an original and one copy of articles of amendment with the Commission, signed on behalf of the limited liability company by the registered agent, setting forth
- (a) the name of the limited liability company, and if it has been changed, the name under which it was formed;
- (b) the date the initial articles of organisation were filed; and
- (c) the amendment to the articles of organisation.
(2) A limited liability company shall file articles of amendment within thirty days after any information in its articles of organisation has changed.
(3) A limited liability company may amend its articles of organisation if its articles of organisation as amended contain only provisions that may be lawfully contained in the articles of organisation at the time of making the amendment, including
- (a) to change the name of the limited liability company;
- (b) if management is vested in the members, to vest management of the limited liability company in one or more managers; or vice-versa; and
- (c) to make changes to its articles of organisation in respect of restrictions on the business it may conduct or to change the date on which it must dissolve or be terminated.
(4) No amendment shall affect any existing cause of action in favour of or against the limited liability company, or any pending suit to which it is a party, or the existing rights of members, or persons other than members.
(5) No suit brought by or against a limited liability company, or judgment obtained against it under its name before its name is amended shall abate by reason of the change of name.

22. Restated articles of organisation

(1) At any time after its articles of organisation have been amended, a limited liability company may, by action of its managers, without necessity of a vote of the members, cause to be prepared restated articles of organisation consisting of the initial articles of organisation or articles of consolidation and all amendments, including those effected by articles of merger.
(2) The restated articles of organisation shall be executed and filed in the same manner as articles of amendment.
(3) Restated articles of organisation shall be specifically designated as such in the heading and shall state either in the heading or in an introductory paragraph the limited liability company’s present name, and, if it has been changed, all of its former names and the date of the filing of its initial articles of organisation.
(4) The restated articles shall also state that they are merely restating and not changing the provisions of the initial articles of organisation as amended and that there is no discrepancy between the initial articles as amended and the restated articles.

23. Registered agent for service of process

(1) A limited liability company to which this Act applies shall at all times have a registered agent in Antigua and Barbuda, in default of which the company shall be dissolved and struck from the register.
(2) Service of process on a registered agent may be made as provided by the laws of Antigua and Barbuda for the service of process.
(3) A registered agent may resign upon filing a written notice, executed in duplicate, with the Commission, which shall cause a copy to be sent by registered mail to the limited liability company at the address of the office of the company, or if none, at the last known address of a manager or member.
(4) The designation of the registered agent shall terminate on the expiration of thirty days after the sending of the copy of the notice or sooner if a successor agent is designated.
(5) No designation of a new registered agent shall be accepted for filing unless all charges owing to the former agent and to the government of Antigua and Barbuda have been paid.
(6) A designation of a new registered agent may be made, revoked, or changed by the limited liability company by filing an appropriate notification with the Commission.
(7) A registered agent, when served with process, notice or demand for the limited liability company which he or she represents shall transmit it to the company by personal notification or in the following manner:
- (a) upon receipt of the process, notice or demand, the registered agent shall cause a copy of it to be mailed to the company at its last known address, and to a manager at his or her last known address, and if no manager, to a member at his or her last known address;
- (b) as soon after the mailing as possible, the registered agent shall file with the clerk of the court issuing the process the receipt for the mailing or an affidavit stating that the mailing has been made
  - (i) signed by the registered agent, or
  - (ii) if the agent is a corporation, by a properly designated officer of the agent.
(8) Compliance with this section relieves the registered agent from any further obligation to the limited liability company for service of the process, notice or demand, but the agent’s failure to comply with the provisions of this section does not affect the validity of the process, notice or demand.

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