Chapter 2: Registrar of
Corporations
201.
Registrar of corporations; office created; duties.
202. Authority of Registrar to grant corporate charters and partnership
certificates.
203.
Authority of Registrar to promulgate rules and regulations, and set fees.
204.
Power to convene corporate meeting.
205. Power to order production of records - penalty for failure to comply;
audits and inspections authorized.
There shall be in the Department of Resources and Development a Registrar of Corporations appointed by the Governor of the State of Yap, who shall issue, receive, and hold as custodian all certificates, papers, statements, or other records of documents required by the provisions of this division, or regulations promulgated hereunder, to be filed with the Registrar of Corporations, and shall perform such other duties as may from time to time be assigned to him by the Governor of the State of Yap.
Source: YSL 2-51 4, modified.
Cross-reference: The statutory provision designating the composition and responsibilities of the Department of Resources and Development is found in section 125 of Title 3 (Executive) of this Code.
The Registrar of Corporations may grant charters of incorporation for profit and nonprofit corporations, and register general and limited partnerships and foreign corporations or partnerships of any kind, as provided in this division and the regulations promulgated hereunder. Prior to such registration or granting of charter, the Attorney General shall review the filings and certify them to be legally sufficient.
Source: YSL 2-51 5, modified.
Cross-reference: The statutory provision designating the composition and responsibilities of the Office of the Attorney General is found in section 128 of Title 3 (Executive) of this Code. The statutory provisions on non-profit corporations are found in chapter 8 of this division. The statutory provisions on general and limited partnerships are found in chapters 10 and 11 of this division, respectively. The statutory provisions on foreign corporations and partnerships are found in chapter 12 of this division.
The Registrar of Corporations, with the approval of the Governor and following review by the Attorney General, shall have the power to prescribe such rules and regulations as are deemed advisable to administer and carry into effect the provisions of this division. Such rules and regulations shall be promulgated in accordance with the State Administrative Procedure Act and shall have the force and effect of law. The Registrar shall also set fees to be collected upon the receipt or processing of any filing or request pursuant to this division or the regulations promulgated hereunder. The Registrar of Corporations shall have the authority to set a schedule of fees for the receipt and processing of any filing or request made by an organization pursuant to these regulations. This schedule of fees shall be available to the public, and may be amended by the Registrar at any time, provided that 30 days notice is given to the public prior to the new fees becoming effective.
Source: YSL 2-51 6, modified.
Cross-reference: The statutory provisions of YSL 1-90, the State Administrative Procedure Act, are found in chapter 1 of Title 10 (Administrative Law) of this Code.
Commission Comment: Reference to . . . . Yap State Law No. 1-90,. is deleted as unnecessary.
The Registrar of Corporations may, when deemed by him to be in the public interest, convene a special meeting of the members, board of directors, or officers of any corporation organized or existing under this division, or of the partners of any general or limited partnership organized or existing under this division, by giving notice, not less than ten days prior to the date of such meeting, to the members, directors, officers, or partners, as the case might be. Such notice shall state the purpose of the meeting and the subject, or subjects, to be discussed.
Source: YSL 2-51 7, modified.
205. Power to order
production of records - penalty for failure to comply; audits and
inspections authorized.
In connection with the duties prescribed in this division, the Registrar of Corporations is authorized and empowered to order the production of books of account, papers, and documents of any corporation or partnership authorized to do business in the State of Yap. Refusal without a showing of good cause, to produce books of account, papers, and documents within 30 days after an order for the production thereof shall be punishable by a maximum fine of $50.00 or, when the order is directed to an individual, imprisonment of such individual for a period not to exceed 90 days, or both. The Registrar may appoint officials to inspect, examine, audit, and report on the records and accounts of such corporations or partnerships.
Source: YSL 2-51 8, modified.