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That one of the many differences between companies formed under the International Business Companies Act (Cap. 291) ("IBCs") and companies formed under the Companies Act (Cap. 285) ("Local Companies") is the effective date of amendments to Memorandum and Articles of Association of the Company?

With a Local Company the Memorandum and Articles are effectively amended once the resolution has been duly passed. The company is obliged to file a copy of the resolution within 15 days and financial penalties arise if this deadline is not met (sec 92). Amendments to the Memorandum or Articles of Association of an IBC on the other hand only become effective when the resolution is filed. It should be noted also that while the Local Company's amendment is effective even though it hasn't been filed, the absence of filing may restrict the company from being able to claim the benefit of the new regulations when dealing with third parties who have not had notice of any changes.

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