No person shall issue or cause to be issued any prospectus in respect of a syndicate unless all the matters specified in subsection (2) of this section have been complied with.

The matters referred to in subsection (1) of this section are as follows:

Any person who contravenes subsection (1) of this section commits an offence and is liable on summary conviction to a fine not exceeding $5,000.

No person shall issue or cause to be issued any form of application to subscribe for or purchase any interest in a syndicate unless the form is issued together with a prospectus that complies with section 11 of this Act, whose date of publication is a date within the period of 6 months preceding the date on which the form of application was issued.

Subsection (1) of this section shall not apply if it is shown that the form of application was issued in respect of an interest in a syndicate that was not offered to the public.

Any person who contravenes subsection (1) of this section commits an offence and is liable on summary conviction to a fine not exceeding $5,000.

Sections 4 and 5 of this Act shall not apply to any invitation to the public to purchase any interest in a syndicate or to the issue of any form of application to purchase any interest in a syndicate if—

For the purpose of compliance with paragraph (a) of subsection (2) of section 4 of this Act, the person or persons who are to be the promoter or promoters of a syndicate shall appoint—

to be the statutory trustee of the syndicate.

The Secretary for Justice may at any time in writing revoke any approval given by him in respect of any such company or bank, but the revocation shall not affect any appointment of that company or bank as a statutory trustee before the date of the revocation, or the powers, duties, or obligations of the statutory trustee under or by virtue of that appointment.

Notice of any approval given by the Secretary for Justice under this section, and of the revocation of any such approval, shall be published in the Gazette.

No statutory trustee of a syndicate shall, without the consent of the Supreme Court or a Judge of that Court, be discharged or retire from that position until the person or persons who are or are to be the promoter or promoters of the syndicate have appointed as the statutory trustee of the syndicate another trustee corporation, company, or bank that is eligible for appointment under subsection (1) of this section.

Where any prospectus is issued in respect of a proposed syndicate, all money that is subscribed in respect of the syndicate shall be held on trust by and in the name of the statutory trustee of the syndicate to be applied in accordance with this section.

If the deed of syndicate comes into effect, the statutory trustee shall—

If the deed does not come into effect, the statutory trustee shall—

If the statutory trustee receives any money in excess of the amount to be subscribed to the syndicate he shall, as soon as practicable after the deed of syndicate comes into effect, return that money to the persons by whom it was subscribed.

Every person, other than the statutory trustee, who receives any money referred to in subsection (1) of this section shall forthwith pay it to the statutory trustee.

Any person who—

commits an offence and is liable on summary conviction to a fine not exceeding $5,000.

For the purpose of compliance with paragraph (b) of subsection (2) of section 4 of this Act, a bond shall be in a form approved by the Registrar, with 1 or more approved sureties, to the statutory trustee of the syndicate in the sum of $20,000 conditioned to secure the compliance of every promoter of the syndicate with his duties and obligations under this Act.

The sum named in a bond under this section shall not be deemed to be a penalty, but shall be liquidated damages, and shall accordingly be recoverable in full as a debt due by the surety or sureties to the statutory trustee, unless the surety or sureties prove performance of the condition upon which the the bond is defeasible.

Every sum so recovered shall be held by the statutory trustee and the residue, after deduction of costs and other expenses, shall be applied by it in compensating all persons sustaining loss as a result of the breach by any promoter of the condition of the bond; and the statutory trustee shall refund to the surety or sureties any balance left after payment of that compensation and any interest payable under subsection (6) of this section.

Where any claim is received by the statutory trustee from any person claiming compensation out of any sum recoverable under a bond under this section, the statutory trustee shall cause a notice to be served on every person who has subscribed for or purchased or subsequently subscribes for any interest in the syndicate, informing him that if he wishes to claim compensation for any loss sustained as a result of a breach of the condition of the bond, he must lodge his claim with the statutory trustee within 6 months after the date of the service of the notice on him.

The statutory trustee shall not apply any sum recovered under a bond in compensating any person until the statutory trustee has complied with subsection (4) of this section, and a period of 6 months from the date of service of the last notice served under the said subsection (4) has expired.

Where any such claim is established to the satisfaction of the statutory trustee, there shall be payable to the claimant out of the money recovered under the bond interest on the amount of the claim so established from the date on which the claim is received by the statutory trustee until the expiration of the period of 6 months specified in subsection (5) of this section, at the rate for the time being payable in respect of judgments entered in the Supreme Court.

Where several such claims are established to the satisfaction of the statutory trustee within the period of 6 months specified in subsection (5) of this section, and the balance of the money recovered under the bond is insufficient to pay all those claims in full and any interest payable under subsection (6) of this section, the statutory trustee shall apply that balance rateably among the several claimants in the proportions that their respective claims bear to the total of all those claims.

For the purposes of this section, the expression “promoter” includes any person who was a party to the preparation of the prospectus, but does not include any person by reason of his acting in a professional capacity for any other person who is a promoter, manager, proposed manager, trustee, or proposed trustee of a syndicate.

For the purpose of compliance with paragraph (c) of subsection (2) of section 4 of this Act, the form of deed shall be lodged with the Registrar for his approval.

A true copy of the form of deed shall also be filed with the Registrar.

Where the Registrar is satisfied that—

but not otherwise, the Registrar shall approve the form of deed.

The Registrar shall endorse his approval on the form of deed and on the copy, and shall return the original form of deed.

Every prospectus shall be in writing.

Every prospectus shall be dated and that date shall, unless the contrary is proved, be taken as the date of publication of the prospectus.

Every prospectus shall set out the matters specified in the Second Schedule to this Act in respect of the syndicate to which it relates.

A condition requiring or binding an applicant for an interest in a syndicate to waive compliance with the requirements of this section, or purporting to affect him with notice of any contract, document, or matter not specifically referred to in the prospectus shall be void.

An advertisement (including a notice, circular, or other document) issued by or on behalf of a promoter of a syndicate, offering or calling attention to an offer or intended offer of any interest in the syndicate to the public for subscription or purchase shall be deemed not to be a prospectus if it contains no information or matter other than all or any of the following matters:

and if it states that applications to subscribe for or purchase the interest will proceed only on one of the forms of application referred to in and issued with a printed copy of the prospectus, and also specifies the place at which forms of application and copies of the prospectus may be obtained.

Nothing in this section shall limit or affect any liability that any person may incur under any rule of law or under any other provision of this Act.

No prospectus issued in respect of a syndicate shall include a statement purporting to be made by an expert unless—

Where under subsection (1) of this section, a supplementary statement by an expert is required to appear in a prospectus—

No prospectus issued in respect of a syndicate shall include a statement to the effect that an undertaking has been or will be given by any person to the syndicate to purchase or take on lease at a future date any property owned or to be acquired or proposed to be acquired by the syndicate, or that any such undertaking has been or will be assigned to the syndicate, unless—

If any prospectus is issued in contravention of subsection (1), subsection (2), or subsection (3) of this section, every person who knowingly issues or causes to be issued the prospectus shall be guilty of an offence and shall be liable on summary conviction to a fine not exceeding $5,000.

No prospectus issued in respect of a syndicate shall include a statement to the effect that an undertaking has been given or assigned or will be assigned by any person to the syndicate to purchase or take on lease at a future date any property owned or to be acquired or proposed to be acquired by the syndicate unless a bond that complies with this section has been lodged with the statutory trustee of the syndicate and an authenticated copy of the bond has been filed with the District Registrar.

Every bond shall be in a form approved by the Registrar, with 1 or more approved sureties, to the statutory trustee of the syndicate in a sum determined in accordance with subsection (3) of this section, conditioned to secure the performance of the undertaking by the person by whom it is given.

The statutory trustee shall fix the sum of the bond at such amount as in its opinion will be sufficient to compensate all members of the syndicate with respect to all loss suffered by them as a result of any breach of the condition of the bond.

No statutory trustee of a syndicate shall be liable to any person for fixing any particular amount as the sum of a bond under this section unless that person proves that, in fixing that amount as the sum of the bond, the statutory trustee acted in bad faith in respect of the members of the syndicate.

The sum named in a bond under this section shall not be deemed to be a penalty, but shall be liquidated damages, and shall accordingly be recoverable in full as a debt due by the surety or sureties to the statutory trustee, unless the surety or sureties prove performance of the condition upon which the bond is defeasible.

Every sum so recovered shall be held by the statutory trustee and the residue, after deduction of costs and other expenses, shall be applied by it in compensating all members of the syndicate sustaining loss as a result of the breach of the condition of the bond; and the statutory trustee shall refund to the surety or sureties any balance left after payment of that compensation.

Where the balance of the money recovered under the bond after deduction of costs and other expenses is insufficient to compensate in full all members of the syndicate sustaining loss, the statutory trustee shall apply such balance rateably among such members in the proportions that their respective claims bear to the total of all claims.

If any prospectus is issued in contravention of subsection (1) of this section, every person who knowingly issues or causes to be issued the prospectus shall be guilty of an offence and shall be liable on summary conviction to a fine not exceeding $5,000.

Nothing in this section shall apply to the issue of any prospectus that includes a statement that an undertaking has been given or will be assigned to the syndicate, if the prospectus also contains—

No prospectus shall be issued in respect of a syndicate unless, on or before the date of its publication, there has been delivered to the District Registrar for registration a copy of the prospectus signed by every person who is to be a promoter of the syndicate and by every person who is named in the prospectus as a manager or proposed manager of the syndicate, or by his agent authorised in writing, and having endorsed on or attached to it—

The references in paragraph (b) of subsection (1) of this section to the copy of a contract required to be endorsed on or attached to a copy of the prospectus shall, in the case of a contract wholly or partly in a language other than English, be taken as references to a copy of a translation of the contract in English or a copy embodying a translation in English of the parts in the other language, as the case may be.

Every prospectus shall, on the face of it,—

Where the District Registrar is satisfied that—

but not otherwise, he shall register the prospectus.

If a prospectus is issued without a copy of it having been delivered under this section to the District Registrar or without the copy so delivered having endorsed on or attached to it the required documents, every person who is knowingly a party to the issue of the prospectus shall be guilty of an offence and shall be liable on summary conviction to a fine not exceeding $50 for every day from the date of the issue of the prospectus until a copy of the prospectus is so delivered with the required documents endorsed on or attached to it.

Subject to this section, the following persons shall be liable to pay compensation to all persons who subscribe for or purchase any interest in a syndicate on the faith of a prospectus for the loss or damage they may have sustained by reason of any untrue statement included in the prospectus:

Provided that where, under section 13 of this Act, the consent of a person is required to the issue of a prospectus and he has given that consent, he shall not by reason of his having given it be liable under this subsection as a person who has authorised the issue of the prospectus except in respect of an untrue statement purporting to be made by him as an expert.

No person shall be liable under subsection (1) of this section if he proves that—

and if he also proves that, as regards every untrue statement purporting to be a statement by an expert or contained in what purports to be a copy of or extract from a report or valuation of an expert,—

and that, as regards every untrue statement purporting to be a statement made by an official person or contained in what purports to be a copy of or extract from a public official document, it was a correct and fair representation of the statement or copy of or extract from the document:

Provided that this subsection shall not apply in the case of a person liable, by reason of his having given any consent required of him by the said section 13, as a person who has authorised the issue of the prospectus in respect of an untrue statement purporting to be made by him as an expert.

A person who, apart from this subsection, would under subsection (1) of this section be liable, by reason of his having given a consent required of him by section 13 of this Act, as a person who has authorised the issue of a prospectus in respect of an untrue statement purporting to be made by him as an expert, shall not be so liable if he proves—

Where—

every person who is a promoter or manager of the syndicate, except any person without whose knowledge or consent the prospectus was issued, and any other person who authorised the issue of the prospectus shall be liable to indemnify the person named as aforesaid or whose consent was required as aforesaid, as the case may be, against all damages, costs, and expenses to which he may be made liable by reason of his name having been inserted in the prospectus or of the inclusion in the prospectus of a statement purporting to be made by him as an expert, as the case may be, or in defending himself against any action or legal proceeding brought against him in respect thereof:

Provided that a person shall not be deemed for the purposes of this subsection to have authorised the issue of a prospectus by reason only of his having given the consent required by section 13 of this Act to the inclusion in the prospectus of a statement purporting to be made by him as an expert.

For the purposes of this section, the expression “promoter” includes any person who was a party to the preparation of the prospectus or of the portion of the prospectus containing the untrue statement, but does not include any person by reason of his acting in a professional capacity for any other person who is a promoter, manager, proposed manager, trustee, or proposed trustee of a syndicate.

Where a prospectus that is issued includes any untrue statement, any person who authorised the issue of the prospectus shall be guilty of an offence and shall be liable on conviction on indictment to imprisonment for a term not exceeding 2 years or to a fine not exceeding $5,000, or to both, unless he proves either that the statement was immaterial or that he had reasonable grounds to believe and did, up to the time of the issue of the prospectus, believe that the statement was true.

A person shall not be deemed for the purposes of this section to have authorised the issue of a prospectus by reason only of his having given the consent required by section 13 of this Act to the inclusion in the prospectus of a statement purporting to be made by him as an expert.

This section is in addition to and not in derogation of section 250 of the Crimes Act 1961.

No person who contravenes subsection (1) of section 4 of this Act by reason of non-compliance with paragraph (d) of subsection (2) of that section, or who contravenes subsection (1) of section 5 of this Act, shall incur any liability for such contravention if—

No trustee of a syndicate shall be liable for any omissions or mis-statements by any other person in a prospectus.

Nothing in this section shall limit or diminish any liability which any person may incur under any other rule of law.

No person shall go from house to house issuing any prospectus.

In this section, the term “house” does not include an office used for business purposes, or any other premises used by the occupier wholly or partly for the purpose of carrying on any trade, business, profession, or calling.

Every person who contravenes any provision of this section or who incites, causes, or procures any person to contravene any provision of this section, commits an offence and is liable on summary conviction to imprisonment for a term not exceeding 6 months or to a fine not exceeding $1,000.

Where a person convicted of an offence under this section is a company (whether a company within the meaning of the Companies Act 1955 or not), every director and every officer concerned in the management of the company shall be guilty of the same offence, unless he proves that the act constituting the offence took place without his knowledge or consent.

Where any person is convicted of having issued a prospectus in contravention of the provisions of this section the Court before which he is convicted may order that any contract made as a result of the prospectus shall be void and, where it makes any such order, may give such consequential directions as it thinks proper for the repayment of any money or the retransfer of any interest. Where an order is made under this subsection (whether with or without consequential directions), an appeal against the order and the consequential directions, if any, shall lie to the Supreme Court.

Every deed of syndicate shall specify—

Every deed of syndicate shall contain a covenant on the part of every member of the syndicate requiring him, in the conduct of the affairs of the syndicate, to act in good faith for the benefit of the whole syndicate.

No deed of syndicate shall provide for the appointment of any member of the syndicate as its sole manager.

No deed of syndicate shall provide for the appointment of any manager or managers of the syndicate otherwise than in accordance with subsection (3) or subsection (4) of this section.

A deed of syndicate may provide for appointment of a manager or managers of the syndicate by the members in general meeting, in which case the deed shall also contain the following provisions:

A deed of syndicate may contain a provision directly appointing any manager or managers of the syndicate, in which case the deed shall also contain the following provisions:

Nothing in subsection (3) or subsection (4) of this section shall prevent a manager from being reappointed.

Nothing in this section shall apply to a special partnership.

Without prejudice to the requirements of this Act as to the appointment of a statutory trustee of a syndicate, a deed of syndicate may provide for the appointment of a trustee of the syndicate for any other purpose.

Where a deed of syndicate provides for the appointment of a trustee other than a statutory trustee, it shall also provide that—

Upon the nomination of any such company by the trustee, the nominated company shall thenceforth be jointly and severally liable with the trustee for the due and faithful performance and observance by each of them of all the duties and obligations imposed on the trustee in relation to the syndicate by this Act and under any other rules of law.

The Secretary for Justice may at any time in writing revoke any approval given by him for the purpose of this section in respect of any company or bank, but the revocation shall not affect any appointment of that company or bank as a trustee of a syndicate before the date of the revocation, or the powers, duties, or obligations of the trustee under or by virtue of that appointment, or the powers, duties, or obligations of any other company nominated by the trustee under this section before the date of revocation.

Notice of any approval given by the Secretary for Justice for the purposes of this section, and of the revocation of any such approval, shall be published in the Gazette.

Nothing in this Act shall prevent the appointment of the statutory trustee of a syndicate as a trustee of the syndicate for any other purpose.

No deed of syndicate shall contain any provision that has the effect of—

and a provision in a deed of syndicate shall be void to the extent that it has any such effect.

Every deed of syndicate shall come into effect when it is registered under this section, and not otherwise.

No deed of syndicate shall be registered on or after the operative date specified in it.

For the purpose of registration under this section, the deed of syndicate shall be lodged with the District Registrar.

A true copy of the deed of syndicate shall also be filed with the District Registrar.

Where the District Registrar is satisfied that—

but not otherwise, he shall register the deed.

The District Registrar shall endorse on the deed the fact that it has been registered, and shall return it.

Subject to this section, a deed of syndicate that has been registered under section 24 of this Act may from time to time be varied in accordance with law.

Every such variation shall come into effect when it is registered under this section, and not otherwise.

No such variation shall be registered unless it is in a form that has been approved under this section by the Registrar.

For the purpose of approval under this section, a form of variation of a deed of syndicate shall be lodged with the Registrar, and a true copy of the variation shall also be filed with him.

Where the Registrar is satisfied that, if the variation were executed in the form in which it is submitted to him, the deed of syndicate (as so varied) would comply with this Part of this Act and would not contain any provision that is contrary to this Act, but not otherwise, he shall—

For the purpose of registration under this section, the variation of deed of syndicate shall be lodged with the District Registrar, and a true copy of the variation shall also be filed with him.

Where the District Registrar is satisfied that—

but not otherwise, he shall register the variation.

The District Registrar shall endorse on the variation the fact that it has been registered, and shall return it.

No provision in a registered deed of syndicate that specifies any matter referred to in paragraphs (c) to (1) of subsection (1) of section 20 of this Act may be varied unless every member of the syndicate executes the variation.

The endorsement by the District Registrar on a deed of syndicate or a variation of a deed of syndicate that it has been registered under section 24 or section 25 of this Act, as the case may be, shall be conclusive evidence that the requirements of this Act in respect of registration of the deed or variation, and of matters precedent and incidental to such registration, have been complied with.

Subject to subsection (3) of section 3 of this Act, this Part of this Act shall apply to every syndicate—

This Part shall apply notwithstanding any provision to the contrary in any deed of syndicate or in any other instrument.

Every manager of a syndicate shall have the following duties:

for the inspection of any such person the whole of the books and papers in the manager’s possession or control that relate to the affairs of the syndicate:

Every manager of a syndicate shall have the same liability for any acts and omissions by him in the exercise and performance of his functions, powers, and duties as manager as he would have if he exercised and performed those functions, powers, and duties as a trustee of the property of the syndicate, and shall be entitled to the same relief from such liability as he would be if he were such a trustee.

Every trustee of a syndicate (other than a statutory trustee) may—

Notwithstanding subsection (1) of this section, no trustee of a syndicate may refuse to act on any direction of a manager or managers of the syndicate if that manager or those managers make and deliver to the trustee a statutory declaration that the direction is made with the authority or on the instructions of all the members of the syndicate.

No trustee of a syndicate shall be liable to any manager or member of a syndicate for—

Every trustee of a syndicate (other than a statutory trustee) shall have the following duties:

Every syndicate shall cause to be kept a register of its members, stating the following matters:

The register shall be kept at the place of business of the syndicate, by the secretary of the syndicate or, if there is no secretary, by the manager or managers, and shall be open to inspection at all reasonable times by any member, trustee, or creditor of the syndicate, and by the Registrar and the District Registrar.

If subsection (1) or subsection (2) of this section is not complied with in respect of a syndicate, every manager or member of the syndicate who knowingly causes or permits such non-compliance shall be guilty of an offence and shall be liable on summary conviction to a fine not exceeding $50 for every day on which the offence has continued.

The manager or managers of every syndicate shall cause to be kept proper books of account, in which shall be kept full, true, and complete accounts of the affairs and transactions of the syndicate.

The books of account shall be kept at the place of business of the syndicate, and shall be open to inspection at all reasonable times by any member or trustee of the syndicate, and by the Registrar and the District Registrar.

If any manager of the syndicate fails to take all reasonable steps to secure compliance with the requirements of this section, or has by his own wilful act or omission been the cause of any default hereunder, he shall be guilty of an offence and shall in respect of each offence be liable on summary conviction to imprisonment for a term not exceeding 6 months or to a fine not exceeding $1,000:

Provided that in any proceedings against a person in respect of an offence under this section consisting of a failure to take reasonable steps to secure compliance with the requirements of this section, it shall be a defence to prove that he had reasonable grounds to believe and did believe that a competent and reliable person was charged with the duty of seeing that those requirements were complied with and was in a position to discharge that duty.

The manager or managers of every syndicate shall establish an account or accounts to be kept in the name of the syndicate at such bank or banks as he or they may from time to time decide.

Subject to section 8 of this Act, all money that is received by any person on behalf of the syndicate shall be paid as soon as practicable into a bank account of the syndicate.

Any manager who fails to comply with subsection (1) of this section commits an offence and is liable on summary conviction to a fine not exceeding $1,000.

Any person who fails to comply with subsection (2) of this section commits an offence and is liable on summary conviction to imprisonment for a term not exceeding 6 months or to a fine not exceeding $5,000.

The manager or managers of every syndicate shall, before the second annual general meeting, cause a statement of the duly audited accounts of the syndicate since the date that the deed of syndicate came into effect to be prepared up to a date not more than 3 months earlier than the date of the meeting.

The manager or managers of every syndicate shall, before every subsequent annual general meeting, cause a statement of the duly audited accounts of the syndicate since the date to which the last accounts were made up to be prepared up to a date not more than 3 months earlier than the date of the meeting.

In every case, the manager or managers shall also cause to be prepared a report of die activities of the syndicate for the period concerned, and of the nature and condition of all property held by the syndicate.

A copy of the statement of accounts and of the report shall be sent to each member and any trustee of the syndicate before the meeting, and the documents shall be laid before the meeting.

The members of a syndicate by special resolution may extend the time in which the manager or managers must comply with any provision of this section.

Every statement of accounts shall give a true and fair view of the state of affairs of the syndicate as at the end of the financial year to which it relates.

A copy of the auditors’ report required by section 37 of this Act shall be annexed to the statement of accounts prepared under this section and to every copy of that statement issued, circulated, or published.

The statement of accounts, the report of the manager or managers, and the auditors’ report shall be open to inspection at the meeting and at all reasonable times at the place of business of the syndicate by any member or trustee of the syndicate, and by the Registrar and the District Registrar.

Every manager of a syndicate who fails to comply with any of the provisions of this section commits an offence and is liable on summary conviction to a fine not exceeding $5,000.

Every syndicate shall have an auditor or auditors, who shall be appointed either directly by a provision in the deed of syndicate or by a resolution of the members in general meeting. Where the auditors are to be appointed in general meeting, the first auditors shall be appointed at the first annual general meeting of the syndicate.

Subject to subsection (4) of this section, the auditors shall hold office for such term as may be specified in the deed or as the members of the syndicate in general meeting may determine.

The appointment of a partnership by the firm name to be the auditors of a syndicate shall be deemed to be the appointment of all the persons who are partners in the firm at the time of the appointment.

The members of the syndicate may at any annual general meeting, or at any extraordinary general meeting called for that purpose, by resolution remove any auditor from office and appoint any other auditor to hold office in his place for such term as they shall determine.

Twenty-eight days’ notice shall be required for a resolution in general meeting removing any auditor of the syndicate from office.

On receipt of notice of such an intended resolution, the manager or managers of the syndicate shall forthwith send a copy of the notice to the auditor who shall be entitled to attend the meeting and make representations on his own behalf.

The fees and expenses of the auditors of a syndicate shall be fixed either by a provision in the deed of syndicate, or by the members of the syndicate in general meeting, or in such other manner as the members in general meeting may determine.

No person who, by virtue of section 165 of the Companies Act 1955, is not qualified for appointment as the auditor of a company shall be qualified for appointment as auditor of a syndicate.

Every unqualified person who acts as auditor of a syndicate commits an offence and is liable on summary conviction to a fine not exceeding $1,000.

If a syndicate appoints any unqualified person to be an auditor the appointment shall be void, and every member of the syndicate who knowingly authorises or permits the appointment shall be liable on summary conviction to a fine not exceeding $1,000 and to a further fine not exceeding $50 for every day on which the unqualified person acts as auditor of the syndicate.

The auditors shall make a report to the members of the syndicate on the accounts examined by them, and the report shall state—

The auditors’ report shall be read before the syndicate in general meeting.

Every auditor of a syndicate shall have a right of access at all times to the books and papers of the syndicate, and shall be entitled to require from any trustee, manager, or employee of the syndicate such information as he thinks necessary for the performance of his duties.

The auditors of a syndicate shall be entitled to attend any general meeting of the syndicate, and to receive all notices of and other communications relating to any general meeting which any member of the syndicate is entitled to receive, and to be heard at any general meeting that they attend on any part of the business of the meeting that concerns them as auditors.

Every trustee, manager, or employee of a syndicate, who refuses or fails without lawful justification, the proof of which shall lie on him, to allow any auditor access to any such books or papers in his custody or power, or to give any such information possessed by him as and when required, or who otherwise hinders, obstructs, or delays an auditor in the performance of his duties or the exercise of his powers, commits an offence and is liable on summary conviction to a fine not exceeding $1,000, and to a further fine not exceeding $50 for every day on which the offence has continued.

Every syndicate shall in each year hold a general meeting of its members as its annual general meeting, in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it.

The first annual general meeting shall be held within 28 days after the date on which the syndicate first becomes subject to this Part of this Act.

Each subsequent annual general meeting shall be held not later than 15 months after the date of the preceding annual general meeting.

Notwithstanding subsections (1) and (3) of this section, the members of a syndicate may unanimously resolve in any year (except in respect of the first annual general meeting of the syndicate) not to hold an annual general meeting in that year. In such event, the next annual general meeting shall be held not later than 15 months after the date of the resolution unless, in the meantime, a further resolution is made under this subsection.

Every general meeting of the members of a syndicate, other than an annual general meeting, shall be an extraordinary general meeting.

A general meeting of a syndicate shall be called by not less than 14 clear days’ notice in writing.

The notice shall state the date, time, and place of the meeting and the proposed business of the meeting, and a copy of the notice shall be sent to every member of the syndicate, but an accidental omission to give such notice to any member shall not invalidate the proceedings of the meeting.

In every notice there shall also appear with reasonable prominence a statement that a member entitled to attend and vote at the meeting is also entitled to appoint a proxy, or where that is allowed, 1 or more proxies to attend and vote instead of him, and that a proxy need not be a member.

Every copy of the notice shall be sent in sufficient time to enable the member to whom it is sent to appoint a proxy if he desires to do so.

Notice of every general meeting or adjourned general meeting shall be given in the same manner to every trustee and every manager of the syndicate.

At any general meeting of a syndicate, 3 members or one-third of the members of the syndicate (whichever is the larger number) present personally or by proxy shall be a quorum, except where there are only 2 members of the syndicate, in which case both members present personally or by proxy shall be a quorum.

The members present shall elect one of their number to be chairman at the meeting.

At any general meeting—

Where 2 or more members are jointly entitled to exercise a vote or votes at any general meeting, the vote or votes may, subject to the provisions of the deed of syndicate, be exercised by any of them in the absence of the others.

Every trustee and every manager of a syndicate shall be entitled to attend every meeting of the syndicate and to be heard on any matter that concerns him as trustee or manager.

Any member of a syndicate entitled to attend and vote at a meeting of the syndicate may appoint any other person (whether a member or not) to be his proxy at the meeting.

Where 2 or more members of a syndicate who are jointly entitled to exercise a vote or votes at a meeting wish to appoint a proxy to attend and vote in their place at the meeting, they shall jointly appoint a person (whether one of themselves or not, and whether a member or not) as their proxy.

Every proxy shall be appointed in writing.

Every proxy shall have the same rights as the member or members by whom he is appointed—

but shall not be entitled to vote otherwise than on a poll.

Nothing in this section shall authorise any member to appoint more than 1 person to be his proxy at the same meeting, but a person who is a member of the syndicate in more than 1 capacity may appoint separate persons to be his proxies for each capacity in which he is a member.

Any member of a syndicate present personally or by proxy at a general meeting shall have the right, on or before the declaration of the result of a vote by voice or by a show of hands on any question put or to be put to the meeting, to demand a poll on the question.

Subsection (1) of this section shall not apply to any question as to an election of a chairman of a meeting or as to an adjournment of a meeting.

Every poll shall be taken in accordance with the directions of the chairman.

In the case of an equality of votes in a poll on any question, the question shall be deemed not to have been carried.

A resolution shall be a special resolution when it has been passed by a majority of not less than 50 percent of the members of the syndicate representing not less than 75 percent of the total voting rights of all the members of the syndicate.

Notwithstanding any other provision in this Act, where any question is to be determined by the members of a syndicate, a resolution in writing, signed or assented to by letter by every member of the syndicate, shall be as valid and effective as if it had been passed at a meeting of the syndicate duly convened and held.

Every syndicate shall cause minutes of all proceedings of general meetings to be entered into books to be kept for that purpose at the place of business of the syndicate, and the books shall be open at all reasonable times for inspection by any member or trustee of the syndicate, and by the Registrar and the District Registrar.

Where there is more than one manager of a syndicate, the managers shall cause minutes of all proceedings at their meetings to be entered in books kept for that purpose at the place of business of the syndicate, and the books shall be open at all reasonable times for inspection by any member or trustee of the syndicate.

If subsection (1) of this section is not complied with in respect of a syndicate, every member of the syndicate who knowingly causes or permits such non-compliance shall be guilty of an offence and shall be liable on summary conviction to a fine not exceeding $500.

If subsection (2) of this section is not complied with in respect of a syndicate, every manager of the syndicate who knowingly causes or permits such non-compliance shall be guilty of an offence and shall be liable on summary conviction to a fine not exceeding $500.

On application by any member or trustee of a syndicate (other than a partnership or a special partnership), the Supreme Court or, subject to subsection (2) of this section, a Magistrate’s Court, may declare a dissolution of the syndicate as if it were a partnership to which section 38 of the Partnership Act 1908 were applicable, the members of the syndicate were partners, the deed of syndicate were a partnership agreement or contract, and the interests in the syndicate were shares in a partnership, and the other provisions of that Act as to the dissolution of such a partnership shall apply to the syndicate accordingly.

A Magistrate’s Court shall have jurisdiction for the purposes of subsection (1) of this section in any case where the total assets of the syndicate do not exceed $3,000.

Every syndicate (other than a partnership or a special partnership) may sue and be sued, and any judgment may be enforced against it, as if it were a partnership trading under the name specified in the deed of syndicate.

No person who—

shall act without the leave of the Supreme Court as a promoter of a syndicate, or as a trustee or manager of a syndicate in respect of which a prospectus has been issued, or as a director or officer concerned in the management of any promoter, trustee, or manager of such a syndicate.

Every person who contravenes subsection (1) of this section commits an offence and is liable on summary conviction to imprisonment for a term not exceeding 12 months or to a fine not exceeding $1,000 or to both.

Every promoter of a syndicate shall, in addition to his duties, obligations, and liabilities under this Act, have all the duties, obligations, and liabilities that a promoter of a company has at common law.

Section 111 of the Insolvency Act 1967 is hereby consequentially amended by adding to subsection (1) the following paragraph:

If in any proceeding for negligence, default, breach of duty, or breach of trust against a promoter, manager, or trustee of a syndicate, it appears to the Court hearing the case that the person is or may be liable in respect of the negligence, default, breach of duty, or breach of trust, but that he has acted honestly and reasonably, and that having regard to all the circumstances of the case, including those connected with his appointment, he ought fairly to be excused for the negligence, default, breach of duty, or breach of trust, the Court may relieve him either wholly or partly from his liability, on such terms as the Court may think fit.

Where any such person has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty, or breach of trust, he may apply to the Court for relief, and the Court on any such application shall have the same power to relieve him as under this section it would have had if it had been a Court before which proceedings against that person for negligence, default, breach of duty, or breach of trust had been brought.

Where any case to which subsection (1) of this section applies is being tried by a Judge with a jury, the Judge may, after hearing the evidence, if he is satisfied that the defendant ought in pursuance of that subsection to be relieved wholly or partly from the liability sought to be enforced against him, withdraw the case wholly or partly from the jury and forthwith direct judgment to be entered for the defendant on such terms as to costs or otherwise as the Judge may think proper.

Every District Registrar shall keep such registers as he considers necessary, in which shall be registered all documents required by this Act to be registered by him.

Any person may, on payment of such fee (if any) as may be prescribed, inspect during normal office hours any register kept by the District Registrar under subsection (1) of this section.

If the Registrar or a District Registrar is of the opinion that any document submitted to him under this Act—

he may, without prejudice to any other power or duty conferred or imposed on him under this Act, refuse to register or receive the document, and he may request either that the document be appropriately amended or completed and submitted to him again or that a fresh document be submitted in its place.

Any person who is aggrieved by—

may within 14 days after being notified of such refusal, act, or decision, or within such further time as the Supreme Court may allow, appeal against the refusal, act, or decision to that Court.

On hearing the appeal, the Supreme Court may confirm the refusal, act, or decision, or may give such directions or make such other determination as the Court thinks fit.

Any notice or other document that is required or authorised by this Act to be served on any person may, without prejudice to any other method of service, be served by posting it by registered letter—

A notice or document so posted shall be deemed to have been served at the time when the registered letter would in the ordinary course of post be delivered.

There shall be paid to the Registrar in respect of the matters mentioned in the Third Schedule to this Act the fees specified in the table contained in that Schedule.

Where the Registrar or any other officer is empowered by this Act to do any act for which a fee is payable, he may refuse to do that act until the fee is paid.

All fees paid to the Registrar under this Act shall be paid into the Public Account and shall form part of the Consolidated Revenue Account.

The Governor-General may from time to time, by Order in Council, add to the table of fees contained in the Third Schedule to this Act or revoke or amend any item in that table.

The Governor-General may from time to time, by Order in Council, make regulations for all or any of the following purposes:

Section 2 of the Unit Trusts Act 1960 is hereby amended by inserting in the definition of the term “unit trust” in subsection (1), after the words “members of the public”, the words “and not as an association”.

Part II of the First Schedule to the Summary Proceedings Act 1957 is hereby amended by inserting, after the item relating to the Summary Proceedings Act 1957, the following item:

The terms on which all interests are acquired, held, and disposed of in any syndicate in respect of which a prospectus has been issued before the commencement of this Act may, notwithstanding any provision to the contrary in any deed, instrument, or agreement, be varied or supplemented by a deed made between all the members of the syndicate so as to enable a deed of syndicate in respect of that syndicate to be registered under this Act.

On the registration of the deed of syndicate, this Act shall apply as if a prospectus had been issued in respect of the syndicate after the commencement of this Act.

Nothing in this section shall affect the contractual rights of any other person against the members of a syndicate.