Companies Commission issues FAQs on Rectification of Documents

16 December 2019

1. Register of Members – if a rectification of the register of members under section 103 of the Companies Act 2016 (‘CA2016’) relates to an error that appears in the register of members  kept by the CCM under section 51 of CA2016, the company is required to notify the CCM of the rectification and to submit a copy of the court order together with an amended register of members under section 51 to the CCM;

2. Financial Statement – in the case of the rectification of a financial statement, the company must state the details of the amendment, including the amended page number and the amended item, in the statutory declaration and attach a copy of the amended financial statement to the statutory declaration;

3. Rectification relating to amount of premium paid – an amendment relating to the ‘amount of premium paid’ (presumably in respect of shares issued before CA2016 came into operation on 31 January 2017) is to be limited to four decimal points;

4. Amendment of Constitution – the CCM has clarified that (i) an amendment of a constitution is not a rectification; (ii) a company which amends its constitution is required to submit the amended constitution to the CCM in place of the constitution that was previously filed with the CCM; and (iii) notification of amendments to a constitution is to be made under section 36 (alteration or amendment of constitution), and not section 602 (rectification of registers), of CA2016.