COMPANIES Chapter 42:01 Companies [CAP. 42:01 CHAPTER 42:01 COMPANIES ARRANGEMENT OF SECTIONS PART I Preliminary SECTION 1. Short title 2. Interpretation 3. Non-application of Act to certain institutions 4. Restricted application of Act in case of insurance companies 5. Registrar of companies PART II Incorporation of Companies and matters incidental thereto Prohibition of partnership exceeding 20 persons 6. Prohibition of association or partnership exceeding 20 persons Memorandum of Association 7. Mode of forming company 8. Memorandum of company 9. Signing of memorandum 10. Restriction on alteration of memorandum 11. Alteration of conditions in memorandum which could have been contained in articles and alteration of objects of company Articles of Association 12. Articles prescribing regulations for companies 13. Regulations required in case of company limited by guarantee 14. Application of Table A and void provisions 15. Form and signature of articles 16. Alteration of articles Registration 17. Registration of memorandum and articles 18. Effect of registration and use of seal 19. Conclusiveness of certificate of incorporation Provisions with respect to names of Companies 20. Name 21. Change of name 22. Power to dispense with "Limited" in certain cases General Provisions with respect to Memorandum and Articles 23. Effect of memorandum and articles 24. Copies of memorandum and articles to be given to members 25. Copies of memorandum and articles to embody alterations 42:1 CAP. 42:01] Companies Membership of Company SECTION 26. Definition of member 27. Membership of holding company 28. Liability of members when fewer than legal minimum Private Companies 29. Definition of private company 30. Consequences of default in complying with conditions for a private company 31. Procedure on company ceasing to be a private company Contracts, etc. 32. Ratification of contracts 33. Form of contracts 34. Promissory notes and bills of exchange 35. Execution of deeds in external countries 36. Official seal for use in external countries 37. Authentication of documents PART III Share Capital and Debentures Prospectus 38. Dating of prospectus 39. Matters to be stated and reports to be set out in prospectus 40. Expert's consent to issue of prospectus containing statement by him 41. Registration of prospectus 42. Restriction on variation of terms of contract in prospectus, etc. 43. Civil liability for mis-statements in prospectus 44. Criminal liability for mis-statements in prospectus 45. Responsibility of underwriter to make sworn declaration of his ability to carry out his obligations 46. Document containing offer of shares or debentures for sale to be deemed prospectus 47. Interpretation of provisions relating to prospectus 48. Construction of references to offering shares or debentures to the public 49. Restriction on offering to sell or purchase shares Allotment 50. Prohibition of allotment unless minimum subscription received 51. Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar 52. Effect of irregular allotment 53. Allotment voidable if application form not attached to prospectus 54. Application for and allotment of shares 55. Register and return as to allotments 42:2 Companies [CAP. 42:01 Commissions and Discounts SECTION 56. Power to pay certain commissions and prohibition of payment of all other commissions, discounts, etc. 57. Prohibition of financial assistance by company for purchase of its own or its holding company's shares Issue of Shares at Premium and Redeemable Preference Shares 58. Application of premiums received on issue of shares 59. Power to issue redeemable preference shares Miscellaneous Provisions as to Share Capital 60. Power of company to arrange for different amounts being paid on shares 61. Reserve liability of company 62. Power of company to alter its share capital 63. Notice to Registrar of consolidation of share capital, conversion of shares into stock, etc. 64. Notice of increase of share capital 65. Variation of the rights attaching to shares Reduction of Share Capital 66. Special resolution for reduction of share capital 67. Application to court to confirm order, objections by creditors, etc. 68. Order confirming reduction and powers of court therein 69. Registration of order and minute of reduction 70. Liability of members in respect of reduced shares 71. Penalty for concealing name of creditor, etc. Transfer of Shares and Debentures, Evidence of Title, etc. 72. Nature and numbering of shares 73. Transfer not to be registered except on production of instrument of transfer 74. Registration of transfer at request of transferor 75. Notice of refusal to register transfer 76. Transfer by executor 77. Duties of company with respect to issue of certificates 78. Certificate to be evidence of title 79. Unlawful personation Special Provisions as to Mortgages and Debentures 80. Creation and registration of debentures 81. Register of mortgages and debentures and register of debenture holders 82. Power to re-issue redeemed debentures in certain cases 83. Specific performance of contract 42:3 CAP. 42:01] Companies PART IV Management and Ad ministration Registered Office and Name SECTION 84. Registered office of company 85. Publication of name by company Restrictions on Commencement of Business 86. Restrictions on commencement of business Register and Index of Members 87. Register and index of members 88. Inspection of register and index 89. Power to close register 90. Power of the court to rectify register 91. Trusts in respect of shares 92. Register to be evidence Branch Register 93. Power to keep branch register in external countries 94. Regulations as to branch register Annual Return 95. Annual return to be made by company Meetings and Proceedings 96. Statutory meeting and statutory report 97. Annual general meeting 98. Convening of extraordinary general meeting on requisition 99. Length of notice for calling meetings 100. General provisions as to meetings and votes and power of court to order meeting 101. Proxies and voting on a poll 102. Procedure for compulsory adjournment 103. Representation of corporations at a meeting of company and of creditors 104. Circulation of members' resolutions, etc. 105. Definition of special resolution 106. Resolutions requiring special notice 107. Registration and copies of special resolution 108. Resolution passed at adjourned meetings 109. Minutes of proceedings of meetings of company or directors or managers 110. Inspection of minute books Accounts and Audit 111. Keeping of books of account 42:4 Companies [CAP. 42:01 SECTION 112. Profit and loss account and balance sheet and financial year of holding company and subsidiary 113. General provisions as to contents and form of accounts 114. Meaning of holding company, subsidiary and wholly owned subsidiary 115. Obligation to lay group accounts before holding company 116. Form and contents of group accounts 117. Accounts and auditor's report to be annexed to signed balance sheet 118. Directors' report to be attached to balance sheet 119. Defence to certain charges 120. Right to receive copy of balance sheet and auditor's report 121. Appointment and remuneration of auditors 122. Special notice required of resolution to appoint or remove auditor 123. Disqualification for appointment as auditor 124. Contents of auditor's report 125. Auditor's right of access to books and to attend general meetings 126. Construction of references to documents annexed to accounts Inspection 127.Investigation of company's affairs on application of members 128.Investigation of company's affairs in other cases 129.Power of inspectors to investigate related companies 130.Production of documents and evidence on investigation 131.Inspector's reports 132.Proceedings on inspector's report 133.Expenses of investigation of company's affairs 134. Appointment and powers of inspectors to investigate ownership of company 135. Power to require information as to persons interested in shares or debentures 136.Power to impose restrictions on shares or debentures 137.Saving for attorneys and bankers 138.Inspector's report to be evidence Directors and other Officers 139.Directors and secretary 140.Validity of acts of directors 141.Restrictions on appointment or advertisement of director 142.Share qualifications of directors 143.Disqualification for appointment as director 144.Appointment of directors to be voted on individually 145.Removal of directors 146.Prohibition of tax-free payments to directors 147.Prohibition of loans to directors 148. Approval of company requisite for payment by it to director for loss of office, etc. 149. Approval of company requisite for payment in connexion with transfer of its property to director for loss of office 42:5 CAP. 42:01] Companies SECTION 150. Duty of director to disclose payments for loss of office, etc. made in connexion with transfer of shares in company 151. Provisions supplementary to sections 148, 149 and 150 152. Register of directors' share holdings, etc. 153. Prohibition of allotment of shares to directors except on same terms as to all members, and restriction on sale of undertakings by directors 154. Particulars of accounts of directors' salaries, pensions, etc. 155. Particulars of accounts of loans to officers, etc. 156. Disclosure by directors of interests in contracts 157. Register of directors and secretaries 158. Particulars of directors in trade catalogues, circulars, etc. Avoidance of Provisions in Articles or Contracts Relieving Officers from Liability 159. Provisions