Section 86
of International Business Companies Order, 2000
Section 86
(1)
One or more members of an IBC may transfer registered shares to, any person authorised to act as trustee for the purpose of vesting in that person, who may be designated as
(and is in this Part referred to as) a voting trustee, the right to exercise the votes of those shares.
(2)
The following provisions apply where a person is designated as voting trustee under subsection (1) –
(a)
the period for which the trustee may vote shall not exceed ten years;
(b)
subject to paragraph (a), the agreement may contain any other provisions not inconsistent with the purpose of the agreement; and
(c)
a copy of the agreement shall be filed at the registered office of the IBC and shall be open to inspection by beneficiaries of the trust during business hours and by other persons in accordance with section 106.
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
77
BLUV as at 20th June 2017
(3)
Where certificates for registered shares have been issued for shares which are to be transferred to a voting trustee pursuant to this section –
(a)
new certificates shall be issued to the voting trustee to represent the shares so transferred;
(b)
the certificates formerly representing the shares that have been transferred shall be surrendered and cancelled.
(4)
Where a share certificate is issued to a voting trustee, an endorsement shall be made on a certificate issued to a voting trustee that, the shares represented by the certificate are held by the person named therein pursuant to the agreement.
(5)
Where an agreement has been made under this section, there shall be noted in the share register of the IBC, against the record of the shares held by the voting trustee, the fact that the agreement exists.
(6)
During the period specified in the agreement, the voting trustee may vote the shares issued or transferred; and shares registered in the name of the voting trustee may be voted either in person or by proxy and, in voting the shares, the voting trustee shall not incur any liability as member or trustee, except so far as he may be liable for his own conduct or acts.
(7)
Where, by an agreement under this section, two or more persons are designated as voting trustees, and the right and method of voting any shares registered in their names at any meeting of members or on any resolution of members are not fixed by the agreement –
(a)
the right and manner of voting shall be determined by a majority of the trustees; or
(b)
if the trustees are equally divided as to the right and manner of voting in any particular case, the votes of the shares in that case shall be divided equally among the trustees.
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
78
BLUV as at 20th June 2017
Extension of voting trust.