About Denarau Corporation Limited
The Denarau Corporation (DCL) charter was formulated by Tabua Investments Limited and Dubbo Limited, Barton Limited, Tainui Limited, Matatua Limited, Aotea Limited, Te Arawa Limited, Tokomaru Limited, Richmond Limited and Denarau Golf & Racquet Club Limited (‘Founders’), all of whom (except for Tabua Investments Limited) have acquired an interest directly or indirectly, as owner or as lessee from the State or NLTB, in one or more of the parcels of land comprising Denarau Island.
The Founders became the holders of all the issued shares in DCL and, accordingly to their respective shareholdings, appoint the persons who are to comprise the board of directors of DCL from time to time.
Over time, as interests in land are disposed of to other persons, other persons will become (legally or beneficially) shareholders in DCL, with or in substitution for the Founders, depending on the nature and circumstances of each disposition.
Essential bases on which, as amongst themselves, the Founders agreed to pursue, as a group, acquisition of the Island, were that -
(a) the Island would be developed, managed and administered on an integrated basis;
(b) DCL would be the legal entity which would undertake the control, management and administration functions acting, for most purposes, like a municipal council, and its shareholders would pay the cost of its operations on an equitable basis;
(c) DCL would be entitled for a fee to provide certain services to persons on the Island, the cost of which services would not be borne by the shareholders generally;
(d) the charter would constitute a basic reference document in relation to the ways in which the things referred to in paragraphs (a) to (c) would be done;
(e) other documents expanding on matters provided for in the charter and containing matters of detail (in particular DCL’s articles of association and by-laws provided for therein) would be tested against this charter for basic consistency with it; and
(f) the charter would be capable of amendment, but only by a special resolution of the shareholders of DCL.
The Founders have agreed upon provisions which will constitute DCL’s memorandum and articles of association from at or about the time they first acquired their respective interest in land on the Island and those constituent documents are to be taken as satisfying the test mentioned above.