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Companies [No. 10 of 2017 393 THE COMPANIES ACT, 2017 ARRANGEMENT OF SECTIONS PART I PRELIMINARY PROVISONS Section 1. Short title and commencement 2. Application of Act 3. Interpretation 4. Definition in other laws 5. Superiority of Act PART II INCORPORATION AND REGISTRATION OF COMPANIES 6. Types of companies to be incorporated 7. Public companies 8. Private companies 9. Private companies limited by shares 10. Companies limited by guarantee 11. Private unlimited companies 12. Application for incorporation 13. Declaration of compliance 14. Certificate of incorporation and share capital 15. Certificate to be evidence of incorporation 16. Legal status of registered company 17. Contractual effect of incorporation 18. Display of certificate of incorporation 19. Rejection of application for incorporation 20. Pre-incorporation contracts 21. Register of Companies and Register of Beneficial Owners PART III CORPORATE CAPACITY AND ADMINISTRATION 22. Capacity, powers and rights of company 23. Validity of acts 24. Presumption of knowledge 25. Articles of association 26. Effect of articles of association 27. Amendment of articles of association Single copies of this Act may be obtained from the Government Printer, P.O. Box 30136, 10101 Lusaka, Price K484.00 each. 394 No. 10 of 2017] Companies 28. Registered office and change of registered office 29. Publication of name of company 30. Records kept at company’s registered office 31. Register of directors and secretaries 32. Seal of company and execution of documents 33. Common seal for use abroad 34. Service of documents on company 35. Service of documents by company PART IV COMPANY NAME AND CHANGE OF NAME 36. Company name to end with PLC or Ltd 37. Application to omit or dispense with “ Limited ” in name of company limited by guarantee 38. Revocation of approval to dispense with “Limited” 39. Clearance and approval of proposed name 40. Rejection of application for approval of name 41. Reservation of company name 42. Change of name 43. Registrar may direct change of name 44. Document with incorrect name not void 45. Liability where company name incorrectly stated 46. Publication of change of company name prior to public notices 47. Legal effect of change of name PART V CONVERSION OF COMPANIES 48. Conversion of private company limited by shares into company limited by guarantee 49. Conversion of private company limited by shares into unlimited company 50. Conversion of company limited by guarantee into company limited by shares or unlimited company 51. Conversion of unlimited company into private limited company 52. Conversion of public company into private company limited by shares 53. Conversion of private company limited by shares into public company 54. Process of conversion 55. Imposition of penalty by Registrar for non-compliance Companies [No. 10 of 2017 395 PART VI MEETINGS AND RESOLUTIONS 56. Types of meetings 57. Annual general meeting 58. Business to be transacted at annual general meeting 59. Extraordinary general meeting 60. Class meetings 61. Requisition of general meeting 62. Entitlement to receive notice of meetings 63. Length of notice for convening meeting 64. Meeting by order of Court 65. Place of meetings 66. Attendance at meetings 67. Conduct of meetings and voting 68. Chairperson’s declaration as to result of vote 69. Right to demand poll 70. Voting on poll 71. Proxies 72. Representation of body corporates and unincorporated associations at meetings 73. Circulation of members’ resolutions and supporting documents 74. Circulation of members’ statements 75. Refusal to circulate members’ statements 76. Reference to ordinary, extraordinary, and special resolutions in other documents 77. Written resolutions for private companies 78. Lodgement of resolutions 79. Date of certain resolutions 80. Minutes of proceedings of meetings 81. Inspection of minute books PART VII CORPORATE GOVERNANCE 82. Company secretary 83. Responsibilities of company secretary 84. Appointment of body corporate as company secretary 85. Appointment of directors 86. Powers and duties of directors 87. Limitations on powers of directors 88. Delegating powers of board 89. Board committees 396 No. 10 of 2017] Companies 90. Number of directors falling below prescribed minimum 91. Residential requirements of directors 92. Qualifications of director 93. Disqualification by court from holding office of director 94. Consent before appointment as director 95. First and subsequent directors 96. Appointment of directors by Court 97. Alternate directors 98. Removal of director from office 99. Vacancy in office of director and filling up of casual vacancy 100. Notice of change of directorship and particulars 101. Executive director 102. Acts done in dual capacity as director and secretary 103. Loans to directors by company 104. Directors to comply with Act and articles 105. General responsibilities of directors 106. Fiduciary duties of directors 107. Duty to avoid conflict of interest 108. Meaning of ‘interest’ 109. Duty not to accept third party benefits 110. Disclosure of interest of director 111. Avoidance of transaction in which director has interest 112. Effect of avoiding transaction on bona fide purchase 113. Use of information 114. Disclosure of interest in shares issued, acquired or disposed of by director 115. Restrictions on director regarding disposal of shares 116. Director’s liability on share dealing 117. Exception for companies dealing in securities 118. Remuneration for directors 119. Approval of other distributions by special resolution 120. Liability of director for breach of duty 121. Validity of decisions by executive officer 122. Liability and indemnity with regard to decisions made bona fide PART VIII SHAREHOLDERS‘RIGHTS AND OBLIGATIONS 123. Declaration in respect of beneficial interest in share 124. Beneficial ownership of shares Companies [No. 10 of 2017 397 125. Liability of shareholders 126. Liability of former shareholders 127. Liability of person ceasing to be shareholder before shareholders’ liability becomes unlimited 128. Shareholders not required to acquire shares by alteration to articles 129. Liability of personal representative 130. Liability of assignee 131. Exercise of powers reserved for shareholders 132. Power to acquire shares of minority on takeover 133. Rights of minority on takeover 134. Remedy against oppression of minority on takeover 135. Classes and interest groups 136. Alteration of shareholder rights 137. Shareholder requiring company to purchase shares 138. Right of shareholder to commence action PART IX SHARES AND SHARE CAPITAL 139. Share capital 140. Alteration of share capital 141. Rights and powers attaching to shares 142. Types of shares and rights conferred 143. Variation of class rights 144. Pre-emptive rights 145. Share premium account 146. Issue of shares on incorporation and amalgamation 147. Issue of other shares 148. Forfeiture and surrender of shares 149. Return on allotment of shares 150. Reduction of share capital 151. Confirmation of reduction by Court 152. Consideration for shares 153. Consideration to be determined by board 154. Exceptions to consideration for shares 155. Consideration to issue of options and convertible securities 156. Subsequent issue of shares 157. When share is issued 158. Board to authorise distribution of dividends 398 No. 10 of 2017] Companies 159. Dividends to be paid out of profits 160. Shares in lieu of dividends 161. Recovery of distributions of dividends 162. Reduction of shareholder’s liability and distribution 163. Company may acquire fully paid-up shares 164. Acquisition of company’s own shares 165. Board may make offer to acquire shares 166. Special offers to acquire shares 167. Disclosure document 168. Securities exchange acquisitions subject to prior notice to shareholders 169. Disclosure document for securities exchange acquisitions 170. Securities exchange acquisitions not subject to prior notice to shareholders 171. Cancellation of shares repurchased 172. Enforceability of contract to repurchase shares 173. Company may hold its own shares 174. Suspension of rights and obligations attaching to shares held by company in itself 175. Reissue of shares held by company in itself 176. Redeemable shares 177. Redemption at option of company 178. Special redemption of shares 179. Disclosure document 180. Cancellation of redeemed shares 181. Redemption at option of shareholder 182. Redemption on fixed date 183. Restriction on financial assistance in acquisition of shares 184. Relaxation of restrictions for private companies 185. Holding companies and subsidiary companies 186. Subsidiary may not hold shares in holding company 187. Statement of shareholder’s rights 188. Transfer of shares 189. Restrictions on transferability 190. Transmission of shares by operation of law 191. Evidence of transmission of shares by operation of law 192. Company’s lien on shares 193. Rights and options to subscribe for share issue to directors, officers and employees Companies [No. 10 of 2017 399 194. Power to return accumulated profits in reduction of paid-up share capital 195. Company to maintain share and beneficial ownership register 196. Place of share and beneficial ownership register 197. Evidence of legal title to shares 198. Directors’ duty to supervise share and beneficial ownership register 199. Power of court to rectify share register 200. Trusts to be entered on beneficial ownership register 201. Personal representative to be registered 202. Assignee of bankrupt to be registered 203. Issue of share certificate 204. Perpetual