Article 2.6.1 Purpose and Interpretation

(a) Definitions and Interpretation:

In this Chapter 2.6 of the ICT Code, unless the context otherwise requires:

Annual Confirmation Statement means a standardised periodic filing by a legal entity affirming that its key registration information, including registered office, directors, shareholders, and beneficial owners, remains current and accurate.

beneficial owner means a natural person who ultimately owns, controls, or benefits from a legal entity, even if not formally listed as the legal owner.

Companies Registrar or Registrar (depending on the context) means the Operator or an official or digital authority designated by the Operator to oversee the registration and regulation of legal entities.

conversion means the transformation of a legal entity from one type or structure to another under this ICT Code, for example from a partnership to a company.

continuance means the process by which a legal entity is re-domiciled into or out of the ICT without loss of legal personality.

decentralised autonomous organisation or DAO means an entity governed by smart contracts and algorithmic rules, provided such structures maintain a responsible contact mechanism.

dissolution means the lawful termination of a legal entity and distribution of its assets.

financial year means an accounting period of twelve (12) consecutive calendar months used by a legal entity for financial reporting purposes.

foreign entity means an entity incorporated under the laws of a jurisdiction other than the ICT.

founder means the person or persons initiating the formation of a legal entity, including those named in the foundational document.

foundational document means a governing instrument such as a company constitution or charter establishing the rights, duties, and structure of a legal entity.

full-time equivalent or FTE employees means a unit that indicates the workload of an employed person in a way that makes workloads comparable across various contexts, with one (1) FTE equal to one (1) employee working full-time.

International Financial Reporting Standards or IFRS means the internationally accepted accounting standards issued by the IFRS Foundation and the International Accounting Standards Board.

legal entity means a body corporate or organisation with separate legal personality recognised under this ICT Code.

limited liability means a legal structure whereby an entity's members or shareholders are not personally liable for its debts beyond their capital contribution or shareholding.

limited liability company (LLC) means a flexible legal entity that combines elements of corporate and partnership structures, offering limited liability to its members while allowing customised internal governance.

merger means the legal combination of two or more legal entities into a single continuing entity, with or without a new legal identity.

One-Stop-Shop means the centralised digital platform established by the Operator or the Companies Registrar for the formation, registration, and ongoing compliance of legal entities within the ICT.

perfected claim means a claim secured by collateral that has been properly documented, registered, or legally enforceable against third parties.

public-benefit entity means an organisation that pursues civic, educational, environmental, cultural, or philanthropic purposes and may be eligible for special treatment or incentives.

public funds means any solicitation or receipt of capital from persons not directly affiliated with the entity, whether through equity, debt, digital assets, token issuance, crowdfunding, or any similar mechanism; and includes:

(i) offers made to the general public or open solicitations;

(ii) any fundraising activity involving more than ten (10) distinct external contributors in a twelve-month period;

(iii) fundraising conducted via decentralised, permissionless, or pseudonymous platforms; and

(iv) funds raised through mechanisms defined by the Operator as public under supplementary guidelines, with materiality thresholds or exemptions.

secured creditor means a creditor with a perfected claim over specific assets of the debtor entity.

smart contract means code deployed on a blockchain or digital ledger that executes terms of an agreement automatically upon specified conditions.

subsidiary means a legal entity controlled by another legal entity (the parent), either through majority shareholding or voting control.

unsecured creditor means a creditor whose claims are not backed by specific collateral or security.

veil piercing means the legal doctrine allowing courts to disregard the separate legal personality of an entity where used for fraud, evasion of law, or other abuse.