All sections · Part VIII: Administration · Sub-Part II: Registered Agent
169 注册代表的变更
This section has been amended. The text above is the 2016 wording; the amending provisions follow.
(1) 在符合第(2)款的前提下，公司可以修改其组织章程，以改变其注册代理人--。
(a) 尽管组织章程大纲或条款中有任何相反的规定，由成员一致投票决定；或
(b) 如果章程大纲或细则允许，通过普通决议或董事决议。
(2) 除第(3)款的规定外，希望改变其注册代理人的公司必须在第(1)款提及的决议（改变注册代理人的决议）的日期后14天内，按照第23(1)条的规定，将代表该公司提交的改变注册代理人的决议的核证副本或摘要提交给公司注册局。
注册代表的变更
(a) 本公司现有的注册代理人；或
(b) 拟议的公司新注册代理人。
(3) 在符合第(4)款的前提下，除非注册官也收到现有注册代理人的书面同意，其中同意变更注册代理人和拟议的新注册代理人提交决议摘录，否则注册官不得登记有关公司注册代理人的决议的核证副本或修正案摘录。
(4) 公司现有的注册代理人必须根据第(3)款给予其书面同意，除非--。
没有得到本公司的书面授权，同意变更注册代理人；或
(b) 应付给现有注册代理人的所有费用尚未支付。
(5) 注册代理人的变更应在注册官将根据第23条提交的第(1)款提及的命令的核证副本或摘要在注册官处登记时生效。
(6) 任何人如果没有在修改注册代理人决议的日期后的14天内遵守第(4)款的规定，有责任支付100美元的罚款，并为违反行为持续的每一天或其中的一部分支付25美元的额外罚款，但这14天的期限在以下情况下才开始计算--。
现有的注册代理人已被本公司书面授权，同意更换注册代理人；并且
(b) 应付给现有注册代理人的所有费用都已支付。
第三分节 - 一般规定
(a) 尽管组织章程大纲或条款中有任何相反的规定，由成员一致投票决定；或
(b) 如果章程大纲或细则允许，通过普通决议或董事决议。
(2) 除第(3)款的规定外，希望改变其注册代理人的公司必须在第(1)款提及的决议（改变注册代理人的决议）的日期后14天内，按照第23(1)条的规定，将代表该公司提交的改变注册代理人的决议的核证副本或摘要提交给公司注册局。
注册代表的变更
(a) 本公司现有的注册代理人；或
(b) 拟议的公司新注册代理人。
(3) 在符合第(4)款的前提下，除非注册官也收到现有注册代理人的书面同意，其中同意变更注册代理人和拟议的新注册代理人提交决议摘录，否则注册官不得登记有关公司注册代理人的决议的核证副本或修正案摘录。
(4) 公司现有的注册代理人必须根据第(3)款给予其书面同意，除非--。
没有得到本公司的书面授权，同意变更注册代理人；或
(b) 应付给现有注册代理人的所有费用尚未支付。
(5) 注册代理人的变更应在注册官将根据第23条提交的第(1)款提及的命令的核证副本或摘要在注册官处登记时生效。
(6) 任何人如果没有在修改注册代理人决议的日期后的14天内遵守第(4)款的规定，有责任支付100美元的罚款，并为违反行为持续的每一天或其中的一部分支付25美元的额外罚款，但这14天的期限在以下情况下才开始计算--。
现有的注册代理人已被本公司书面授权，同意更换注册代理人；并且
(b) 应付给现有注册代理人的所有费用都已支付。
第三分节 - 一般规定
Translation for information only. Only the English original is legally binding.
Original wording (English, legally binding): Change of registered agent
(1) Subject to subsection (2), a company may amend its memorandum to
agent
change its registered agent —
(a) notwithstanding any provision to the contrary in the
memorandum or articles, by unanimous resolution of members;
or
(b) if so permitted by the memorandum or articles, by ordinary
resolution or by resolution of directors.
(2) Subject to subsection (3), a company that wishes to change its registered
agent shall, within 14 days of the date of the resolution referred to in
subsection (1) (the „change of registered agent resolution“), file a
certified copy or extract of the change of registered agent resolution with
the Registrar in accordance with section 23(1), which shall be filed on
the company‘s behalf by —
(a) the company‘s existing registered agent; or
(b) the company‘s proposed new registered agent.
(3) Subject to subsection (4), the Registrar shall not register a certified copy
or extract change of registered agent resolution filed by the company‘s
proposed new registered agent unless the Registrar has also received a
written consent from the existing registered agent wherein it consents to
the change of registered agent and to the proposed new registered agent
filing the extract resolution.
(4) A company‘s existing registered agent shall provide its written consent
under subsection (3) unless —
(a) it has not been authorised in writing by the company to give its
consent to the change of registered agent; or
(b) any fees due and payable to the existing registered agent have
not been paid.
(5) A change of registered agent takes effect on the registration by the
Registrar of the certified copy or extract of the resolution referred to in
subsection (1) filed in accordance with section 23.
(6) A person who fails to comply with subsection (4) within 14 days of the
date of the change of registered agent resolution shall be liable to a
penalty fee of US$100 and to an additional penalty of US$25 for each
day or part thereof during which the contravention continues, provided
that such 14 day period shall not begin to run until —
(a) the existing registered agent has been authorised in writing by
the company to give its consent to the change of registered
agent; and
(b) any fees due and payable to the existing registered agent have
been paid.
agent
change its registered agent —
(a) notwithstanding any provision to the contrary in the
memorandum or articles, by unanimous resolution of members;
or
(b) if so permitted by the memorandum or articles, by ordinary
resolution or by resolution of directors.
(2) Subject to subsection (3), a company that wishes to change its registered
agent shall, within 14 days of the date of the resolution referred to in
subsection (1) (the „change of registered agent resolution“), file a
certified copy or extract of the change of registered agent resolution with
the Registrar in accordance with section 23(1), which shall be filed on
the company‘s behalf by —
(a) the company‘s existing registered agent; or
(b) the company‘s proposed new registered agent.
(3) Subject to subsection (4), the Registrar shall not register a certified copy
or extract change of registered agent resolution filed by the company‘s
proposed new registered agent unless the Registrar has also received a
written consent from the existing registered agent wherein it consents to
the change of registered agent and to the proposed new registered agent
filing the extract resolution.
(4) A company‘s existing registered agent shall provide its written consent
under subsection (3) unless —
(a) it has not been authorised in writing by the company to give its
consent to the change of registered agent; or
(b) any fees due and payable to the existing registered agent have
not been paid.
(5) A change of registered agent takes effect on the registration by the
Registrar of the certified copy or extract of the resolution referred to in
subsection (1) filed in accordance with section 23.
(6) A person who fails to comply with subsection (4) within 14 days of the
date of the change of registered agent resolution shall be liable to a
penalty fee of US$100 and to an additional penalty of US$25 for each
day or part thereof during which the contravention continues, provided
that such 14 day period shall not begin to run until —
(a) the existing registered agent has been authorised in writing by
the company to give its consent to the change of registered
agent; and
(b) any fees due and payable to the existing registered agent have
been paid.
Amended since 2016
Act 32 of 2021 · 2021-08-02
34. Section 169 of the principal Act is amended —
(i) by repealing subsection (1), and substituting therefor the
following subsections —
“(1) Subject to subsections (1A) and (2), a company
may amend its memorandum to change its registered agent by
resolution of members or resolution of directors as provided
for in its memorandum or articles.
(1A) If the memorandum or articles of a company do not
state the type of resolution that is required to amend its
memorandum to change its registered agent, an ordinary
resolution shall be sufficient.
(1B) An ordinary resolution shall be sufficient to amend
its memorandum to change its registered agent,
notwithstanding that the memorandum or articles of a
company contains a provision prohibiting it from changing its
registered agent.”;
(ii) by inserting after subsection (3), the following subsection —
“(3A) Where a company changes its registered agent due
to resignation of the registered agent under section 167 —
(a) subsection (3) shall not apply; and
(b) the company shall file with the Registrar a
copy of the written notice received by it under
section 167(2) along with the change of
registered agent resolution in accordance with
subsection (2).”.
(i) by repealing subsection (1), and substituting therefor the
following subsections —
“(1) Subject to subsections (1A) and (2), a company
may amend its memorandum to change its registered agent by
resolution of members or resolution of directors as provided
for in its memorandum or articles.
(1A) If the memorandum or articles of a company do not
state the type of resolution that is required to amend its
memorandum to change its registered agent, an ordinary
resolution shall be sufficient.
(1B) An ordinary resolution shall be sufficient to amend
its memorandum to change its registered agent,
notwithstanding that the memorandum or articles of a
company contains a provision prohibiting it from changing its
registered agent.”;
(ii) by inserting after subsection (3), the following subsection —
“(3A) Where a company changes its registered agent due
to resignation of the registered agent under section 167 —
(a) subsection (3) shall not apply; and
(b) the company shall file with the Registrar a
copy of the written notice received by it under
section 167(2) along with the change of
registered agent resolution in accordance with
subsection (2).”.
Act 9 of 2025 · 2025-07-01
4. Section 169 of the principal Act is amended —
(i) by inserting after subsection (4), the following new
subsections —
“(4A) Subject to subsection (4B), a company’s existing
registered agent may opt not to provide its
written consent under subsection (3) if —
(a) the company is not in compliance with its
obligations under this Act relating to
accounting records, register of members
and register of directors; or
(b) the company is not in compliance with its
obligations under the Beneficial Ownership
Act, 2020 (Act 4 of 2020) relating to
register of beneficial owners.
(4B) Where a company’s existing registered agent has
opted to provide its consent under subsection
(4A), the existing registered agent shall, within
14 days from the date of the change of registered
agent, inform the Registrar and new registered
agent, of the company’s non-compliances
referred to in subsection (4A).”;
(ii) by inserting after subsection (6), the following new
subsection —
“(7) A person who fails to comply with subsection
(4B) shall be liable to a penalty not exceeding
US$10,000.
(i) by inserting after subsection (4), the following new
subsections —
“(4A) Subject to subsection (4B), a company’s existing
registered agent may opt not to provide its
written consent under subsection (3) if —
(a) the company is not in compliance with its
obligations under this Act relating to
accounting records, register of members
and register of directors; or
(b) the company is not in compliance with its
obligations under the Beneficial Ownership
Act, 2020 (Act 4 of 2020) relating to
register of beneficial owners.
(4B) Where a company’s existing registered agent has
opted to provide its consent under subsection
(4A), the existing registered agent shall, within
14 days from the date of the change of registered
agent, inform the Registrar and new registered
agent, of the company’s non-compliances
referred to in subsection (4A).”;
(ii) by inserting after subsection (6), the following new
subsection —
“(7) A person who fails to comply with subsection
(4B) shall be liable to a penalty not exceeding
US$10,000.
