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COMPANIES ACT.Pdf CHAPTER 42:01 COMPANIES ARRANGEMENT OF SECTIONS SECTION PART I Preliminary 1. Short title 2. Interpretation 3. Public notice 4. Meaning of "solvency test" 5. Stated capital 6. Meaning of "holding company" and "subsidiary" 7. Definition of "control" 8. Certain matters to be disregarded 9. Act binds the State 10. The Registrar 11. Registers 12. Registration of documents 13. Inspection and evidence of registers 14. Registrar’s powers of inspection 15. Appeals from Registrar’s decisions 16. Enforcement of duty on companies to make return to Registrar 17. Lost documents 18. Extension of time PART II Incorporation - Essential Requirements 19. Essential requirements and types of company 20. Right to apply for registration 21. Application for registration 22. Registration 22A. Delegation of powers by the Registrar 23. Certificate of incorporation 24. Separate legal personality PART III Capacity, Powers and Validity of Actions 25. Capacity and powers 26. Validity of actions 27. Dealings between company and other persons 28. No constructive notice PART IV Company Names 29. Name to be reserved 30. Name of company if liability of shareholders limited and if a private company 31. Power to dispense with "limited" 32. Application for reservation of name 33. Name of company 34. Change of name 35. Direction to change name 36. Use of company name PART V Copyright Government of Botswana Company Constitution 37. No requirement for company to have constitution 38. Effect of Act on company having constitution 39. Effect of Act on company not having constitution 40. Form of constitution 41. Contents of constitution 42. Effect of constitution 43. Adoption, alteration and revocation of constitution 44. New form of constitution PART VI Shares 45. Legal nature and rights and powers attaching to shares 46. Types of shares 47. No par value shares 48. Transferability of shares 49. Issue of shares on registration and amalgamation 50. Issue of other shares 51. Alteration in number of shares 52. Pre-emptive rights to new issues 53. Consideration for issue of shares 54. Shares not paid for in cash 55. Calls on shares 56. Consent to issue of shares 57. Time of issue of shares 58. Board may authorise distributions to shareholders 59. Reduction of stated capital 60. Dividends 61. Shares in lieu of dividends 62. Shareholder discounts 63. Recovery of distributions 64. Reduction of shareholders liability and distribution 65. Company may acquire or redeem its own shares 66. Purchase of own shares 67. Liability of directors and shareholders where solvency test not satisfied 68. Cancellation of shares repurchased 69. Company may hold its own shares 70. Reissue of shares company holds in itself 71. Enforceability of contract to repurchase shares 72. Meaning of "redeemable" 73. Redemption at option of company 74. Redemption at option of shareholder 75. Redemption on fixed date 76. Restrictions on giving financial assistance 77. Transactions not prohibited by section 76 78. Subsidiary may not hold shares in holding company 79. Statement of rights to be given to shareholders PART VII Title Transfers, Share Register and Certificates 80. Lien on shares 81. Transfer of shares 82. Transfer of shares by operation of law 83. Company to maintain share register 84. Place of share register Copyright Government of Botswana 85. Share register as evidence of legal title 86. Secretary’s duty to supervise share register 87. Power of court to rectify share register 88. Trusts not to be entered on register 89. Share Certificate PART VIII Shareholders and their Rights and Obligations 90. Meaning of "shareholder" 91. Liability of shareholders 92. Liability for calls and forfeiture of shares 93. Shareholders not required to acquire shares by alteration to constitution 94. Exercise of powers reserved to shareholders 95. Exercise of powers by ordinary resolution 96. Powers exercised by special resolution 97. Management review by shareholders 98. Shareholder may require company to purchase shares 99. Notice requiring purchase 100. Purchase by company 101. Purchase of shares by third party 102. Court may grant exemption 103. Court may grant exemption if company insolvent 104. Variation of class rights 105. Annual meeting of shareholders 106. Special meetings of shareholders 107. Resolution in lieu of meeting 108. Court may call meeting of shareholders 109. Proceedings at meetings 110. Shareholders entitled to receive distributions, attend meetings and exercise rights PART IX Debentures and Registration of Charges 111. Creation and issue of debentures 112. Security for debentures 113. Bonds to be registered in deed registry; copies of documents to be annexed to bonds and deeds of pledge 114. Debenture may be registered 115. Trustee for debenture holders 116. Issue of debentures at different dates and ranking of preference 117. Rights of debenture holders 118. Power to re-issue redeemed debenture in certain cases 119. Debenture to be described as secured or unsecured 120. Form of debentures or debenture certificates 121. Register of pledges, cessions and bonds and Register of debenture holders 122. Special powers of court 123. Perpetual debentures 124. Debentures to bearer 125. Filing of particulars of charges PART X Directors and Secretaries - their Powers and Duties 126. Meaning of "director" and "board" 127. Management of company 128. Major transactions 129. Delegation of powers Copyright Government of Botswana 130. Duty of directors to act in good faith and in best interest of company 131. Exercise of powers in relation to employees 132. Use of information and advice 133. Approval of the company 134. Meaning of "interested" 135. Disclosure of interest 136. Avoidance of transactions 137. Effect on third parties 138. Application of sections 135 and 136 in certain cases 139. Interested director may vote 140. Use of company information 141. Meaning of "relevant interest" 142. Relevant interests to be disregarded in certain cases 143. Disclosure of share dealing by directors 144. Restrictions on share dealing by directors 145. Number of directors 146. Qualifications of directors 147. Director’s consent required 148. Appointment of first and subsequent directors 149. Court may appoint directors 150. Appointment of directors to be voted on individually 151. Removal of directors 152. Director ceasing to hold office 153. Resignation of last remaining director 154. Validity of director’s acts 155. Notice of change of directors and secretary 156. Proceedings of board 157. Remuneration, loans and other benefits 158. Standard of care and civil liability of officers 159. Indemnity and insurance 160. Duty of directors on insolvency 161. Secretary 162. Qualifications of Company Secretary 163. Duties of Company Secretary PART XI Enforcement 164. Interpretation 165. Interdict 166. Derivative actions 167. Costs of derivative action to be met by company 168. Powers of court where leave granted 169. Compromise, settlement, or withdrawal of derivative action 170. Actions by shareholders against directors 171. Actions by shareholders against company 172. Actions by shareholder to require company to act 173. Representative actions 174. Prejudiced shareholders 175. Alteration to constitution 176. Ratification of certain actions of directors PART XII Administration of Companies 177. Method of contracting 178. Attorneys Copyright Government of Botswana 179. Pre-incorporation contracts may be ratified 180. Warranties implied in pre-incorporation contracts 181. Failure to ratify 182. Registered office 183. Description of registered office 184. Change of registered office 185. Requirement to change registered office 186. Company records 187. Form of records 188. Inspection of records by directors PART XIII Accounting Records, Audit and Disclosure by Companies 189. Accounting records to be kept 190. Place accounting records to be kept 191. Appointment of auditors 192. Auditors’ fees and expenses 193. Appointment of partnership as auditor 194. Qualifications of auditors 195. Automatic reappointment 196. Appointment of first auditor 197. Replacement of auditor 198. Auditor not seeking reappointment 199. Auditor to avoid conflict of interest 200. Auditor’s report 201. Access to information 202. Auditor’s attendance at shareholders’ meeting 203. Company to provide auditors report to trustee for debenture holders 204. Duties of auditor on becoming aware of irregularity 205. Obligation to prepare financial statements 206. Contents and form of financial statements 207. Obligation to prepare group financial statements 208. Contents and form of group financial statement 209. Registration of financial statement 210. Meaning of "balance sheet date" 211. Meaning of "financial statements and group financial statements" 212. Obligation to prepare annual report 213. Sending of annual report to shareholders 214. Sending of financial statements to shareholders who elect not to receive annual report 215. Contents of annual report 216. Failure to disclose 217. Annual return 218. Public inspection of company records 219. Inspection of company records by shareholders 220. Manner of inspection 221. Copies of documents PART XIV Amalgamations 222. Amalgamations 223. Amalgamation proposal 224. Approval of amalgamation proposal 225. Short form amalgamation 226. Registration of amalgamation proposal 227. Certificate of amalgamation Copyright Government of Botswana 228. Effect of certificate of amalgamation 229. Registers 230. Powers of court in other cases PART XV Compromises with Creditors 231. Interpretation 232. Compromise proposal 233.
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