Overview
This Act creates the statutory framework for the Office of the Registrar of Companies in Neves. It sets out how companies and similar bodies are formed, recorded and dissolved, and how information on ownership and management is captured and made available to the Neves Licensing Authority, competent bodies and the public.
Purpose of the Act
The Registrar of Companies Act is intended to provide a clear, predictable and modern corporate registry framework aligned with Neves’ licensing, beneficial ownership and supervision architecture.
- Establishes the Office of the Registrar of Companies and defines its core functions.
- Provides for incorporation, name approval and issuance of certificates.
- Sets filing duties for directors, shareholders and Registered Agents.
- Links company records to the Beneficial Ownership & Transparency Act, 2025.
- Provides for striking-off, restoration and public search of registered entities.
(1) This Act may be cited as the Registrar of Companies Act, 2025.
(2) This Act shall come into operation on such date as may be appointed by Order of the Minister responsible for finance and financial services (“the Minister”) and published in the Official Gazette.
In this Act, unless the context otherwise requires—
- “Authority” means the Neves Licensing Authority established under the Neves Licensing Authority Establishment Act, 2025;
- “beneficial owner” has the meaning given in the Beneficial Ownership & Transparency Act, 2025;
- “Board” means the Board of the Neves Licensing Authority;
- “company” means a body corporate incorporated or continued in Neves under this Act or any predecessor enactment;
- “competent body” means the Authority, the Neves Financial Services Authority (NFSA), the Neves Gaming Authority (NGA) or any other body designated under sovereign Act;
- “Director” includes any person occupying the position of director, by whatever name called;
- “filing” means any document, notice, return or information delivered to and accepted by the Registrar under this Act;
- “Registered Agent” means a person authorised under Neves law to act as Registered Agent and recognised as such by the Authority;
- “Registrar” means the Registrar of Companies appointed under section 4, and includes any authorised Deputy Registrar or officer acting on the Registrar’s behalf;
- “this Act” includes any Rules and Orders made under it.
(1) This Act shall be read together with and in addition to the Neves Licensing Authority Establishment Act, 2025, the Licensing & Authorisation Act, 2025, the Beneficial Ownership & Transparency Act, 2025, the AML / CFT & Financial Crime Prevention Act, 2025, the Market Conduct & Consumer Protection Act, 2025 and the Complaints, Investigations & Enforcement / Redress Act, 2025.
(2) Where there is any inconsistency between this Act and another enactment which refers to it, this Act shall prevail to the extent of the inconsistency, unless expressly provided otherwise.
(1) There is hereby established an office to be known as the Office of the Registrar of Companies for Neves.
(2) The Registrar of Companies shall be appointed by the Board, with the approval of the Minister, on such terms and conditions as the Board may determine.
The functions of the Registrar include—
- receiving, examining and maintaining filings required under this Act and other enactments that refer to the Registrar;
- incorporating companies and issuing certificates of incorporation and other evidential certificates;
- maintaining electronic registers of companies and associated information;
- providing copies and searches of filings and registers in accordance with this Act;
- cooperating with the Authority, competent bodies and law enforcement agencies; and
- carrying out any other function conferred by this Act or another sovereign Act.
(1) The Registrar may, in writing, delegate any of the Registrar’s functions to a Deputy Registrar or other officer of the Authority, subject to such limitations as the Registrar may determine.
(2) Staff of the Authority may be assigned to support the Office of the Registrar as the Board considers appropriate.
(1) The Registrar shall have a seal for use in the discharge of functions under this Act.
(2) A document purporting to be issued by or on behalf of the Registrar and to be sealed with the Registrar’s seal shall be received in evidence without further proof, unless the contrary is shown.
(1) A company may be incorporated in Neves by filing with the Registrar—
- an incorporation form prescribed by the Registrar;
- a copy of the company’s memorandum and articles or similar constitutive document; and
- such other information or declarations as may be prescribed in Rules under this Act.
(2) An application for incorporation shall be made through a Registered Agent, unless otherwise permitted by the Registrar.
(1) A company shall not be incorporated with a name that is—
- misleading or likely to cause confusion with an existing name on the register; or
- offensive or contrary to public policy in Neves.
(2) The Registrar may issue guidance on acceptable and restricted words in company names.
(1) A person may apply to the Registrar to reserve a proposed company name for a specified period.
(2) The Registrar may approve, decline or impose conditions on the use of a reserved name.
(1) Every company shall at all times have—
- a registered office in Neves; and
- a Registered Agent recognised by the Authority.
(2) Details of the registered office and Registered Agent shall be kept up to date with the Registrar in the manner prescribed.
(1) Where the Registrar is satisfied that the requirements for incorporation have been met, the Registrar shall—
- enter the company’s particulars in the register; and
- issue a certificate of incorporation under the Registrar’s seal.
(2) On the date stated in the certificate, the company comes into existence as a body corporate capable of exercising all the functions of an incorporated entity under Neves law.
(1) Every company shall, once in every year and within the period prescribed in Rules, file an annual return with the Registrar.
(2) The annual return shall confirm or update key information including—
- registered office and Registered Agent details;
- directors and, where required, senior management;
- share capital and issued shares; and
- any other items prescribed in Rules under this Act.
(1) A company shall notify the Registrar within the period prescribed of—
- any change in directors or company secretary;
- any change in registered office or Registered Agent; and
- any change in company name or constitutive document.
(1) A company and its Registered Agent shall comply with the Beneficial Ownership & Transparency Act, 2025 in relation to the collection and maintenance of beneficial ownership information.
(2) Where the Registrar is granted access to beneficial ownership records under that Act, the Registrar may rely on such records for the purposes of this Act and for cooperation with competent bodies.
(1) Directors and Registered Agents shall take reasonable care to ensure that filings made with the Registrar are accurate, complete and not misleading.
(2) Where a material inaccuracy is discovered, the company or Registered Agent shall promptly submit a corrective filing.
(1) The Registrar shall maintain electronic registers of companies and such other entities as may be prescribed.
(2) Registers may include, to the extent permitted by law, information necessary for identification and supervision, including company status and key filing milestones.
(1) The Registrar shall make available, through an online registry portal or other means, a search function enabling users to confirm the existence and basic particulars of registered entities.
(2) The Registrar may determine which fields are publicly accessible, taking into account privacy, security and international standards.
(1) A person may request a certified copy of filings or extracts from the registers upon payment of the prescribed fee.
(2) Certified copies issued under the Registrar’s seal shall be admissible in evidence as if they were the original filings.
(1) A company that has settled its affairs may apply to the Registrar for voluntary strike-off or dissolution in the manner prescribed.
(2) Before striking the name of the company off the register, the Registrar may require evidence that the company has no outstanding liabilities in Neves.
(1) Where a company fails to file required returns or to maintain a Registered Agent or registered office, the Registrar may initiate strike-off procedures after giving notice to the company and its Registered Agent.
(2) The Registrar may publish a list of companies proposed to be struck off, with a period for objection or rectification.
(1) Where the name of a company has been struck off the register, the company shall cease to carry on business but remains liable for any obligations incurred prior to strike-off.
(2) Assets not otherwise disposed of may, to the extent permitted by law, vest in the State or be dealt with as prescribed.
(1) A company that has been struck off may, within the period prescribed, apply for restoration on such terms as the Registrar or a competent court may determine.
(2) Upon restoration, the company shall be deemed to have continued in existence as if its name had not been struck off, without prejudice to acts done during the period of strike-off.
(1) The Registrar shall cooperate with the Authority, NFSA, NGA and other competent bodies in sharing information relevant to licensing, supervision, beneficial ownership and enforcement, subject to applicable confidentiality and data protection requirements.
(1) Information held by the Registrar may be used by the Authority and competent bodies to assess fitness and propriety, group structures, cross-border risks and compliance with Neves law.
(1) Where a company, director or Registered Agent fails to comply with this Act, the Registrar may—
- issue written notices identifying the breach and stating corrective steps; and
- refer the matter to the Authority or another competent body for consideration of further measures under the Licensing & Authorisation Act, 2025 or the Complaints, Investigations & Enforcement / Redress Act, 2025.
(1) Entities existing under any predecessor companies enactment shall, from the commencement of this Act, be treated as if incorporated or registered under this Act.
(2) The Registrar may require such entities or their Registered Agents to provide updated information to align with this Act and the Beneficial Ownership & Transparency Act, 2025.
(1) The Minister may, on the recommendation of the Authority and after consultation with the Registrar, make Rules or Orders for the better carrying out of the purposes of this Act, including but not limited to—
- forms, fees and procedures for incorporation and filings;
- timeframes for annual returns and notifications;
- criteria for public access to registry information; and
- transitional milestones for alignment with electronic registry systems.
Nothing in this Act shall limit any powers or obligations arising under the Neves Licensing Authority Establishment Act, 2025, the Licensing & Authorisation Act, 2025, the Beneficial Ownership & Transparency Act, 2025, the AML / CFT & Financial Crime Prevention Act, 2025, the Market Conduct & Consumer Protection Act, 2025, the Complaints, Investigations & Enforcement / Redress Act, 2025 or any other sovereign Act overseen by the Neves Licensing Authority.
This Act shall bind the State.
Neves Licensing Authority
Neves Licensing Authority
