Types of company
The Companies Ordinance provides for three basic types of company to be incorporated in St Helena or Ascension Island -
a private company limited by shares
a private company limited by guarantee
a public company
The Ordinance also continues the arrangement for a company incorporated in another country and which has a place of business in St Helena or Ascension Island to be registered as a 'foreign company'.
Private company limited by shares
This is the most common type of company used for business purposes. It must have at least one shareholder and at least one director. There is no maximum number in the legislation, but a specific number of directors - or else a minimum and maximum number - may be specified in the company's articles of association.
A private company is not allowed to offer its shares to the general public.
Specified private company
A private company limited by shares may be regarded as a specified company if its articles contain -
a restriction on the transfer of shares
a limit of 11 on the number of shareholders (excluding employees or former employees)
a prohibition on offering shares or debentures to the public
a statement that it will carry on business in St Helena (or Ascension, as the case may be).
A specified private company need not submit financial statements to the Registrar, but must keep proper books of account.
A company which does not meet the exemption requirements will need to meet the same financial reporting requirements as a public company.
Private company limited by guarantee
This form of company is usually used for non-profit organisations, such as clubs, associations and charities, which wish to benefit from the formal structure of a company and limited liability for their members.
A company limited by guarantee does not have shares. Instead, each of the members guarantees that, if the company is liquidated, they will if necessary pay a (usually small) fixed amount towards meeting any debts it may have.
A company limited by guarantee may have a name ending in 'Limited' or 'Incorporated'. It may ask the Registrar to excuse it from having such a word at the end of its name if its objects are clearly charitable and its articles prohibit any distribution of funds to members.
A public company is always limited by shares. Unlike a private company, it may offer its shares to the public and may be listed on a stock exchange, subject to the rules of the exchange concerned.
The legislation generally requires a higher level of regulation and financial reporting for public companies than for private companies.
The name of a public company will end in 'Public Limited Company', 'Corporation', or an abbreviation of one of these terms.
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