4 9. Modified application with respect to state-owned companies 10. Modified application with respect to non-profit companies CHAPTER 2 FORMATION, ADMINISTRATION AND DISSOLUTION OF COMPANIES Part A 5 Reservation and registration of company names 11. Criteria for names of companies 12. Reservation of name for later use Part B Incorporation and legal status of companies 10 13. Right to incorporate company 14. Registration of company 15. Memorandum of Incorporation, shareholder agreements and rules of company 16. Amending Memorandum of Incorporation 15 17. Alterations, translations and consolidations of Memorandum of Incorporation 18. Authenticity of versions of Memorandum of Incorporation 19. Legal status of companies 20. Validity of company actions 21. Pre-incorporation contracts 20 22. Reckless trading prohibited Part C Transparency, accountability and integrity of companies 23. External companies and registered office 24. Form and standards for company records 25 25. Location of company records 26. Access to company records 27. Financial year of company 28. Accounting records 29. Financial statements 30 30. Annual financial statements 31. Access to financial statements or related information 32. Use of company name and registration number 33. Annual return 34. Additional accountability requirements for certain companies 35 Part D Capitalisation of profit companies 35. Legal nature of company shares and requirement to have shareholders 36. Authorisation for shares 37. Preferences, rights, limitations and other share terms 40 38. Issuing shares 39. Pre-emptive right to be offered and to subscribe shares 40. Consideration for shares 41. Shareholder approval for issuing shares in certain cases 42. Options for subscription of securities 45 43. Securities other than shares 44. Financial assistance for subscription of securities 6 45. Loans or other financial assistance to directors 46. Distributions must be authorised by board 47. Capitalisation shares 48. Company or subsidiary acquiring company’s shares Part E 5 Securities registration and transfer 49. Securities to be evidenced by certificates or uncertificated 50. Securities register and numbering 51. Registration and transfer of certificated securities 52. Registration of uncertificated securities 10 53. Transfer of uncertificated securities 54. Substitution of certificated or uncertificated securities 55. Liability relating to uncertificated securities 56. Beneficial interest in securities Part F 15 Governance of companies 57. Interpretation and restricted application of Part 58. Shareholder right to be represented by proxy 59. Record date for determining shareholder rights 60. Shareholders acting other than at meeting 20 61. Shareholders meetings 62. Notice of meetings 63. Conduct of meetings 64. Meeting quorum and adjournment 65. Shareholder resolutions 25 66. Board, directors and prescribed officers 67. First director or directors 68. Election of directors 69. Ineligibility and disqualification of persons to be director or prescribed officer 70. Vacancies on board 30 71. Removal of directors 72. Board committees 73. Board meetings 74. Directors acting other than at meeting 75. Director’s personal financial interests 35 76. Standards of directors’ conduct 77. Liability of directors and prescribed officers 78. Indemnification and directors’ insurance Part G Winding-up of solvent companies and deregistering companies 40 79. Winding-up of solvent companies 80. Voluntary winding-up of solvent company 81. Winding-up of solvent companies by court order 82. Dissolution of companies and removal from register 83. Effect of removal of company from register 45 8 CHAPTER 3 ENHANCED ACCOUNTABILITY AND TRANSPARENCY Part A Application and general requirements of Chapter 84. Application of Chapter 5 85. Registration of secretaries and auditors Part B Company secretary 86. Mandatory appointment of company secretary 87. Juristic person or partnership may be appointed company secretary 10 88. Duties of company secretary 89. Resignation or removal of company secretary Part C Auditors 90. Appointment of auditor 15 91. Resignation of auditors and vacancies 92. Rotation of auditors 93. Rights and restricted functions of auditors Part D Audit committees 20 94. Audit committees CHAPTER 4 PUBLIC OFFERINGS OF COMPANY SECURITIES 95. Application and interpretation of Chapter 96. Offers that are not offers to public 25 97. Standards for qualifying employee share schemes 98. Advertisements relating to offers 99. General restrictions on offers to public 100. Requirements concerning prospectus 101. Secondary offers to public 30 102. Consent to use of name in prospectus 103. Variation of agreement mentioned in prospectus 104. Liability for untrue statements in prospectus 105. Liability of experts and others 106. Responsibility for untrue statements in prospectus 35 107. Time limit as to allotment or acceptance 108. Restrictions on allotment 109. Voidable allotment 110. Minimum interval before allotment or acceptance 111. Conditional allotment if prospectus states securities to be listed 40 10 CHAPTER 5 FUNDAMENTAL TRANSACTIONS, TAKEOVERS AND OFFERS Part A Approval for certain fundamental transactions 112. Proposals to dispose of all or greater part of assets or undertaking 5 113. Proposals for amalgamation or merger 114. Proposals for scheme of arrangement 115. Required approval for transactions contemplated in Part 116. Implementation of amalgamation or merger Part B 10 Authority of Panel and Takeover Regulations 117. Definitions applicable to this Part, Part C and Takeover Regulations 118. Application of this Part, Part C and Takeover Regulations 119. Panel regulation of affected transactions 120. Takeover Regulations 15 Part C Regulation of affected transactions and offers 121. General requirement concerning transactions and offers 122. Required disclosure concerning certain share transactions 123. Mandatory offers 20 124. Compulsory acquisitions and squeeze-out 125. Comparable and partial offers 126. Restrictions on frustrating action 127. Prohibited dealings before and during an offer CHAPTER 6 25 BUSINESS RESCUE AND COMPROMISE WITH CREDITORS Part A Business rescue proceedings 128. Application and definitions applicable only to Chapter 129. Company resolution to begin business rescue proceedings 30 130. Objections to company resolution 131. Court order to begin business rescue proceedings 132. Duration of business rescue proceedings 133. General moratorium on legal proceedings against company 134. Protection of property interests 35 135. Post-commencement finance 136. Effect of business rescue on employees and contracts 137. Effect on shareholders and directors Part B Practitioner’s functions and terms of appointment 40 138. Qualifications of practitioners 139. Removal and replacement of practitioner 140. General powers and duties of practitioner 141. Investigation of affairs of company 12 142. Directors of company to co-operate with and assist practitioner 143. Remuneration of practitioner Part C Rights of affected persons during business rescue proceedings 144. Rights of employees 5 145. Participation by creditors 146. Participation by holders of company’s securities 147. First meeting of creditors 148. First meeting of employees’ representatives 149. Functions, duties and membership of committees of affected persons 10 Part D Development and approval of business rescue plan 150. Proposal of business rescue plan 151. Meeting to determine future of company 152. Consideration of business rescue plan 15 153. Failure to adopt business rescue plan 154. Discharge of debts and claims Part E Compromise with creditors 155. Compromise between company and creditors 20 CHAPTER 7 REMEDIES AND ENFORCEMENT Part A General principles 156. Alternative procedures for addressing complaints or securing rights 25 157. Extended standing to apply for remedies 158. Remedies to promote purpose of Act 159. Protection for whistle-blowers Part B Rights to seek specific remedies 30 160. Disputes concerning reservation or registration of company names 161. Application to protect rights of securities holders 162. Application to declare director delinquent or under probation 163. Relief from oppressive or prejudicial conduct or from abuse of separate juristic personality of company 35 164. Dissenting shareholders’ appraisal rights 165. Derivative actions Part C Voluntary resolution of disputes 166. Alternative dispute resolution 40 167. Dispute resolution may result in consent order 14 Part D Complaints to Commission or Panel 168. Initiating complaint 169. Investigation by Commission or Panel 170. Outcome of investigation 5 171. Issuance of compliance notices 172. Objection to notices 173. Consent orders 174. Referral of complaints to court 175. Administrative fines 10 Part E Powers to support investigations and inspections 176. Summons 177. Authority to enter and search under warrant 178. Powers to enter and search 15 179. Conduct of entry and search Part F Companies Tribunal adjudication procedures 180. Adjudication hearings before Tribunal 181. Right to participate in hearing 20 182. Powers of Tribunal adjudication hearing 183. Rules of procedure 184. Witnesses CHAPTER 8 REGULATORY AGENCIES AND ADMINISTRATION OF ACT 25 Part A Companies and Intellectual Property Commission 185. Establishment of Companies and Intellectual Property Commission 186. Commission objectives 187. Functions of Commission 30 188. Reporting, research, public information and relations with other regulators 189. Appointment of Commissioner 190. Minister may direct policy and