Закон «О коммерческих организациях» (глава 308), Багамские Острова, WIPO Lex

“firm” means an unincorporated body of two or more individuals, or one or more individuals and one or more corporations, or two or more corporations, who have entered into partnership with one another with a view to carrying on business for profit;

“foreign firm” means any firm, individual or corporation whose principal place of business is situated outside The Bahamas;

“individual” means a natural person;

“initials” includes any recognised abbreviation of a given name;

“Registrar” means the Registrar General;

“showcards” means cards containing or exhibiting articles dealt with, or samples or representations thereof.

(2) References in this Act to a former given name or surname shall not, in the case of any person, include a former given name or surname where that name or surname has been changed or disused before the person bearing the name had attained the age of eighteen years or has been changed or disused for a period of not less than twenty years; and, in the case of a married woman, shall not include the name or surname by which she was known previous to the marriage.

3. (1) Subject to the provisions of this Act —

(a) every firm having a place of business in The Bahamas and carrying on business in The Bahamas under a business name which does not consist of the true surnames of all partners who are individuals and the corporate names of all partners who are corporations without any addition other than the true given names of individual partners or initials of such given names;

(b) every individual having a place of business in The Bahamas and carrying on business in The Bahamas under a business name which does not consist of his true surname without any addition other than his true given names or the initials thereof;

(c) every individual or firm having a place of business in The Bahamas who, or a member of which, has either before or after the commencement of this Act changed his name, except in the case of a woman in consequence of marriage;

(d) every corporation having a place of business in The Bahamas and carrying on business in The Bahamas under a business name which does not consist of the corporate name without any addition, shall be registered in the manner directed by this Act.

(2) Registration is not rendered necessary —

(a) where any addition referred to in subsection (1) merely indicates that the business is carried on in succession to a former owner of the business;

(b) Where two or more individual partners have the same surname and an “s” is added at the end of the surname; or

(3) A purchase or acquisition of property by two or more persons as joint tenants or tenants in common is not of itself to be deemed carrying on a business whether or not the owners share any profits from the sale thereof.

4. Where a firm, individual or corporation having a place of business within The Bahamas carries on the business wholly or mainly as nominee or trustee of or for another person, or other person, or another corporation, or acts as general agent for any foreign firm, the first mentioned firm, individual, or corporation shall be registered in the manner provided by this Act and, in addition to the other particulars required to be furnished and registered, there shall be furnished and registered the particulars mentioned in the Schedule but where the business is carried on by a trustee in bankruptcy or a liquidator of a corporation, registration under this section shall not be necessary.

5. (1) Every firm, individual or corporation required under this Act to be registered shall furnish to the Registrar together with the prescribed fee a statement in writing in the prescribed form containing the following particulars —

(a) the business name;

(b) the general nature of the business;

(d) where the registration to be effected is that of a firm, the present given name and surname, any former given name or surname, the nationality, the usual residence, and the other business occupation (if any) of each of the individuals who are partners, and the corporate name and registered or principal office of every corporation which is a partner;

(e) where the registration to be affected is that of an individual, the present given name and surname, any former given name or surname, the nationality, the usual residence, and the other business occupation (if any) of such individual;

(f) where the registration to be effected is that of a corporation, its corporate name and registered or principal office;

(g) if the business is commenced after the commencement of this Act, the date of the commencement of the business.

(2) Where a business is carried on under two or more business names, each of those business names must be stated in the particulars required under subsection (1).

6. The statement required for the purpose of registration must in the case of an individual be signed by him, and in the case of a corporation by a director or secretary thereof, and in the case of a firm either by all the individuals who are partners, and by a director or the secretary of all corporations which are partners or by some individual who is a partner, or a director or the secretary of some corporation which is a partner, and in either of the last two cases must be verified by a statutory declaration made by the signatory. No such statutory declaration stating that any person other than as aforesaid is a partner, shall be evidence for or against any such other person in respect of his liability or non-liability as a partner; and the court may, on application of any person alleged or claiming to be a partner, direct the rectification of the register and decide any question arising under this section.

7. (1) The particulars required to be furnished under this Act shall be furnished within fourteen days after the firm, individual or corporation commences business, or the business in respect of which registration is required, as the case may be.

(2) This section shall apply, in the case where registration is required in consequence of a change of name, as if for reference to the date of the commencement of the business there were substituted references to the date of the change.

8. Whenever a change is made or occurs in any of the particulars registered in respect of any firm, individual or corporation, the firm, individual or corporation shall, within fourteen days after the change, or such longer period as the Registrar may, on application being made in any particular case, whether before or after the expiration of such fourteen days, allow, furnish to the Registrar together with the prescribed fee a statement in writing in the prescribed form specifying the nature and date of the change signed, and where necessary verified, in like manner as the statement required on registration.

9. If any firm, individual or corporation by this Act required to furnish a statement of particulars or of any change in particulars shall without reasonable excuse make default in so doing in the manner within the time specified by this Act, every partner in the firm or the individual or every director or secretary of the corporation so in default is liable on summary conviction to a fine of two hundred dollars for every day during which the default continues, and the Magistrate shall order a statement of the required particulars or change in the particulars to be furnished to the Registrar within such time as may be specified in the order.

10. Where any statement required to be furnished under this Act contains any matter which is false in any material particular to the knowledge of any person signing it, that person is liable on summary conviction to a fine of one thousand dollars or to imprisonment for three months.

11. (1) The Registrar may require any person to furnish to him such particulars as he thinks necessary for the purpose of ascertaining whether or not the person or the firm of which he is a partner should be registered under this Act, or an alteration made in the registered particulars, and may also, in the case of a corporation, require the secretary, or any other officer of a corporation performing the duties of secretary, to furnish such particulars, and any person who, when so required, fails to supply such particulars as it is in his power to give, or furnishes particulars which are false in any material particular, is liable on summary conviction to a fine of one thousand dollars or to imprisonment for three months.

(2) Where, from any information so furnished, it appears to the Registrar that any firm, individual or corporation ought to be registered under this Act, or an alteration ought to be made in the registered particulars, the Registrar may require the firm, individual or corporation to furnish to him the required particulars within such time as may be allowed by the Registrar, but, where any default under this Act has been discovered from the information acquired under this section, no proceedings under this Act shall be taken against any person in respect of the default prior to the expiration of the time within which the firm, individual or corporation is required by the Registrar under this section to furnish particulars to him.

12. (1) On receiving any statement or statutory declaration made in pursuance of this Act, the Registrar shall —

(a) cause the same to be entered in a register and filed;

(b) send by post or deliver a certificate of the registration thereof to the firm, individual or corporation registering; and

(c) publish in the Gazette a notice to the effect that the firm, individual or corporation has been registered and the date of such registration.

(2) The certificate or a certified copy thereof shall be kept exhibited in a conspicuous position at the principal place of business of the firm, individual or corporation, and, if not kept so exhibited, every partner in the firm, or the individual or every director or secretary of the corporation as the case may be, is liable on summary conviction to a fine of one thousand dollars or to imprisonment for three months.

13. The Registrar shall keep an index of all the firms, individuals or corporations registered under this Act.

14. (1) If any firm, individual or corporation registered under this Act ceases to carry on business, it shall be the duty of the persons who were partners in the firm or the directors and any liquidator of the corporation at the time when it ceased to carry on business, or of the individual, or, if he is dead, his personal representative, within three months after the business has ceased to be carried on, to deliver to the Registrar notice in the prescribed form that the firm, individual or corporation has ceased to carry on business, and any person whose duty it is to give the notice and who fails to do so within such time as aforesaid, is liable on summary conviction to a fine of one thousand dollars or to imprisonment for three months.

(2) On receipt of the notice as aforesaid the Registrar may remove the firm, individual or corporation from the register.

(3) Where the Registrar has reasonable cause to believe that any firm, individual or corporation registered under this Act is not carrying on business, he may send to the firm, individual or corporation by registered post a notice that, unless an answer is received to the notice within one month from the date thereof, the firm, individual or corporation may be removed from the register.

(4) If the Registrar either receives an answer from the firm, individual or corporation to the effect that the firm, individual or corporation is not carrying on business, or does not, within one month after sending the notice, receive an answer, he may remove the firm, individual or corporation from the register.

15. (1) Where any business name under which the business of a firm, individual or corporation is carried on contains any word which, in the opinion of the Registrar, is calculated to suggest falsely, that the business is under Bahamian Government ownership or control, or is identical with that of any other firm, individual or corporation or which so nearly resembles that name as to be calculated to deceive or to cause confusion, the Registrar shall refuse to register the business name, or, as the case may be, remove the business name from the register, but any person aggrieved by a decision of the Registrar under this provision may appeal to the Minister, whose decision shall be final.

(2) No business name shall contain the word “Royal” or any other word which in the opinion of the Registrar suggests, or is calculated to suggest, the patronage of Her Majesty or of any member of the Royal Family or connection with Her Majesty’s Government or any department thereof in The Bahamas or elsewhere.

(3) The provisions of subsections (1) and (2) shall not apply to any business name in current use in The Bahamas on the date on which this Act comes into force.

(4) The registration of a business name under this Act shall not be construed as authorising the use of that name if, apart from such registration, the use thereof is or could be prohibited under any other law.

(5) The power conferred by this section on the Registrar to refuse registration of a business name shall extend to any name which is indecent, offensive or is in his opinion otherwise objectionable.

(6) Where registration of a business name is refused under this section, any person carrying on business under that name is liable under section 9 to the same penalties as if he had without reasonable excuse made default in furnishing a statement of particulars with respect to that name.

16. The Registrar General shall be the Registrar for the purposes of this Act.

17. (1) Any person may inspect the documents filed by the Registrar on payment of such fees as may be prescribed; and any person may require a certificate of the registration of any firm, individual or corporation, or a copy of or extract from any registered statement, to be certified by the Registrar, and there shall be paid for the certificate of registration, certified copy, or extract such fees as may be prescribed.

(2) A certificate of registration, or a copy of or extract from any statement registered under this Act, if duly certified to be a true copy or extract under the hand of the Registrar (whom it shall not be necessary to prove to be the Registrar), shall, in all legal proceedings, civil or criminal be received in evidence.

18. (1) The Minister may make rules concerning any of the following matters —

(a) the fees to be paid to the Registrar under this Act;

(b) the forms to be used under this Act;

(d) generally, the conduct and regulation or registration under this Act, and any matters incidental thereto.

(2) All fees payable in pursuance of any such rules shall be paid to the Treasurer.

19. (1) Every firm, individual or corporation required by this Act to be registered shall, in all trade catalogues, trade circulars, showcards, and business letters, on or in which the business name appears and which are issued or sent by the firm, individual or corporation to any person in the course of business, have mentioned in legible characters—

(a) in the case of a firm, the present given names or the initials thereof and present surnames, any former given names and surnames of all the partners in the firm or, in the case of a corporation being a partner, the corporate name;

(b) in the case of an individual, his present given name or the initials thereof, and present surname, any former given name or surname and his nationality;

(2) If default is made in compliance with this section the individual or, as the case may be, every member of the firm is liable on summary conviction of each offence to a fine of two hundred dollars; but no proceedings shall be instituted under this section except by or with the consent of the Attorney General.

20. Where a corporation is guilty of an offence under this Act, every director, secretary, and officer of the corporation who is knowingly a party to the default is guilty of a like offence and liable to a like penalty.

SCHEDULE (Section 4)

Description of Firm, etc.

Additional particulars

Where the firm, individual, or corporation required to be registered carries on business as nominee or trustee.

The present given name and surname, any former name, nationality, and usual residence, or, as the case may be, the corporate name, of every person or corporation on whose behalf the business is carried on; but if the business is carried on under any trust and any of the beneficiaries are a class of children or other persons, a description of the class shall be sufficient.

Where the firm, individual, or corporation required to be registered carries on business as general agent for any foreign firm.

The business name and address of the firm or person as agent for whom the business is carried on; but if the business is carried on as agent for three or more foreign firms it shall be sufficient to state the fact that the business is so carried on, specifying the countries in which the foreign firms carry on business.

Закон «О коммерческих организациях» (глава 308), Багамские Острова

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