COMPANIES ACT 1981 No. 89, 1981

COMPANIES ACT 1981 No. 89, 1981

COMPANIES ACT 1981 No. 89 of 1981 - TABLE OF PROVISIONS

Companies Act 1981 No. of 1981 ------------------------------------------------------------------------------ -- ------------------------------------------------------------------------------ -- TABLE OF PROVISIONS PART I-PRELIMINARY Section 1. Short title 2. Commencement 3. Objects and application 4. Repeal 5. Interpretation 6. References to affairs of a corporation 7. Subsidiaries, holding companies and related corporations 8. Relevant interests in shares 9. Associated persons PART II-ADMINISTRATION Division 1-Powers of Inspection 10. Interpretation 11. Commission may inspect books without charge 12. Power of Commission to require production of books 13. Power of magistrate to issue warrant to seize books 14. Offences 15. Copies or extracts of books to be admitted in evidence 16. Privilege Division 2-Registration of auditors and liquidators 17. Application for registration as auditor or liquidator 18. Registration of auditors 19. Auditor-General deemed to be registered as auditor 20. Registration of liquidators 21. Registration of official liquidators 22. Security to be given by liquidators 23. Register of Auditors 24. Registers of Liquidators and Official Liquidators 25. Notification of certain matters 26. Triennial statements by registered auditors and liquidators 27. Cancellation or suspension of registration 28. Certain persons not to apply for registration as auditor or liquidator 29. Certain persons deemed to be registered under this Act 30. Auditors and other persons to enjoy qualified privilege in certain circumstances Division 3-Registers and Registration of Documents 31. Registers 32. Relodging of lost registered documents PART III-CONSTITUTION OF COMPANIES Division 1-Incorporation 33. Formation of companies 34. Proprietary companies 35. Registration and incorporation 36. Membership of holding company 37. Requirements as to memorandum Division 2-Names 38. Interpretation 39. Names of particular classes of companies 40. Reservation and registration of name of intended company 41. Reservation of name of intended recognized company 42. Registration of name of recognized company 43. Reservation and registration of proposed new name of company 44. Reservation of proposed new name of recognized company 45. Registration of new name of recognized company
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46. Reservation and registration of name of intended foreign company or foreign company 47. Reservation of name of intended recognized foreign company or recognized foreign company 48. Registration of name of recognized foreign company 49. Reservation and registration of proposed new name of registered foreign company 50. Reservation of proposed new name of recognized foreign company 51. Registration of new name of recognized foreign company 52. Reservation and registration of name of recognized company proposing to transfer incorporation to the Territory 53. Reservation of name of company or recognized company proposing to transfer incorporation to participating State or Territory 54. Registration of name of recognized company after transfer of incorporation to participating State or Territory 55. Reservation and registration of name of foreign company proposing to transfer incorporation to the Territory 56. Reservation of name of foreign company proposing to transfer incorporation to participating State or Territory 57. Registration of name of foreign company that has become a recognized company after transfer of incorporation to participating State or Territory 58. Extension of reservation 59. Notification that registration of name desired in a State or another Territory 60. Registration of name of recognized company or recognized foreign company in the Territory 61. Notification that registration of name no longer desired in a participating State or Territory 62. Cancellation of registration where registration in the Territory no longer desired 63. Cancellation of registration where company or foreign company dissolved or foreign company ceases to be registered 64. Cancellation of registration where name registered by mistake 65. Change of name 66. Omission of ''Limited'' in names of charitable and other companies Division 3-Powers and Status 67. Powers 68. Ultra vires transactions 69. Change of status 70. Change from public to proprietary company or from proprietary to public company 71. Default in complying with requirements as to proprietary companies 72. General provisions as to alteration of memorandum 73. Alterations of provisions of memorandum 74. Articles of association 75. Adoption of Table A or B 76. Alteration of articles 77. Memorandum and articles of companies limited by guarantee 78. Effect of memorandum and articles 79. Copies of memorandum and articles 80. Confirmation of contracts and authentication and execution of documents 81. Ratification of contracts made before formation of company 82. Prohibition of carrying on business with fewer than statutory minimum number of members Division 4-Transfer of Incorporation 83. Certificate authorizing application for transfer of incorporation 84. Application by recognized company for registration under Division 85. Application by foreign company for registration under Division 86. Registration of corporations as companies 87. Effect of registration 88. Alterations to constituent documents of foreign companies 89. Effect of registration of company under corresponding law 90. Application of this Act to corporations registered under this Division 91. Establishment of registers and minute books 92. Share warrants 93. Certificate of registration conclusive evidence
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PART IV-PROSPECTUSES, SECURITIES AND CHARGES Division 1-Prospectuses 94. Interpretation 95. Prohibition of issue of certain documents in relation to proposed corporations 96. Forms of application for shares or debentures to be attached to prospectus 97. Invitations or offers in relation to borrowings by corporations 98. Contents of prospectuses 99. Certain notices, &c., not to be published 100. Certain reports referring to prospectuses not to be published 101. Evidentiary provisions, &c. 102. Retention of over-subscriptions in debenture issues 103. Registration of prospectuses 104. Document containing offer of shares for sale deemed to be prospectus 105. Allotment or issue of shares or debentures where prospectus indicates application for quotation on stock market 106. Expert's consent to issue of prospectus containing statement by him 107. Civil liability for untrue statement or non-disclosure in prospectus 108. Criminal liability for untrue statement or non-disclosure in prospectus 109. Power to exempt from compliance with Division or to declare that Division applies as if modified Division 2-Restrictions on Allotment and Variation of Contracts 110. Prohibition of allotment unless minimum subscription received 111. Application moneys to be held in trust until allotment 112. Restriction on varying contracts referred to in prospectus Division 3-Shares 113. Return as to allotments 114. Differences in calls and payments, reserve liability, &c. 115. Share warrants 116. Restriction on application of capital of company 117. Power to make certain payments 118. Power to issue shares at a discount 119. Issue of shares at a premium 120. Redeemable preference shares 121. Power of company to alter its share capital 122. Validation of shares improperly issued 123. Special resolution for reduction of share capital 124. Commission to be informed of special rights carried by, or division or conversion of, shares 125. Rights of holders of classes of shares 126. Rights of holders of shares 127. Rights of classes of members 128. Rights of holders of preference shares to be set out in memorandum or articles 129. Company financing dealings in its shares, &c. 130. Consequences of company financing dealings in its shares, &c. 131. Register of options 132. Options over unissued shares 133. Power of company to pay interest out of capital in certain cases Division 4-Substantial Shareholdings 134. Application and interpretation 135. Persons obliged to comply with Division 136. Substantial shareholdings and substantial shareholders 137. Substantial shareholder to notify company of his interests 138. Substantial shareholder to notify company of change in his interests 139. Person who ceases to be substantial shareholder to notify company 140. References to operation of section 8 141. Copy of notice to be served on stock exchange 142. Commission may extend period for giving notice under this Division

143. Company to keep register of substantial shareholders 144. Offences against certain sections 145. Knowledge of servant or agent imputed to master or principal

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146. Powers of Court with respect to defaulting substantial shareholder Division 5-Debentures 147. Register of debenture holders and copies of trust deed 148. Branch registers 149. Specific performance of contracts 150. Perpetual debentures 151. Re-issue of redeemed debentures 152. Qualifications of trustee for debenture holders 153. Retirement of trustees 154. Contents of trust deed 155. Power of Court in relation to certain irredeemable debentures

156. Duties of trustees 157. Powers of trustee to apply to the Court for directions, &c. 158. Obligations of borrowing corporation 159. Obligation of guarantor corporation to furnish information 160. Loans and deposits to be immediately repayable on certain events 161. Invitations or offers by prescribed corporations 162. Compliance with laws of State or other Territory sufficient compliance for certain companies 163. Liability of trustees for debenture holders Division 6-Prescribed Interests 164. Interpretation 165. Approved deeds 166. Approval of deeds 167. Approval of trustees 168. Covenants to be included in deeds 169. Prescribed interests to be issued by companies only 170. Statement to be issued 171. No issue without approved deed 172. Register of holders of prescribed interests 173. Returns, information, &c., relating to prescribed interests 174. Penalty for breach of certain provisions or covenants 175. Winding up of schemes, &c. 176. Power to exempt from compliance with Division and non-application of Division in certain circumstances 177. Liability of trustees Division 7-Title to and Transfer of Securities 178. Nature of shares 179. Numbering of shares 180. Certificate to be evidence of title 181. Company may have duplicate common seal 182. Loss or destruction of certificates 183. Instrument of transfer 184. Registration of transfer at request of transferor 185. Notice of refusal to register transfer 186. Remedy for refusal to register transfer or transmission 187. Certification of transfers 188. Duties of company with respect to issue of certificates Division 8-Transfer of Marketable Securities 189. Interpretation 190. Sufficient instrument of transfer 191. Transfer of marketable securities 192. Transfers by authorized trustee corporations 193. Execution of transfer by transferee 194. Effect of certain stamps on prescribed instruments 195. Registration of prescribed instruments 196. Operation of Division 197. Occupation need not appear in register, instrument, &c. 198. Offences Division 9-Registration of Charges 199. Interpretation and application of Division 200. Charges required to be registered 201. Lodgment of notice of charge and copy of instrument 202. Acquisition of property subject to charge 203. Registration of documents relating to charges 204. Priorities of charges 205. Certain charges void against liquidator or official manager 206. Assignment and variation of charges 207. Satisfaction of, and release of property from, charges

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208. Lodgment of notices, offences, &c. 209. Company to keep documents relating to charges and register of charges 210. Certificates 211. Registration under Instruments Ordinance 1933 212. Power of Court to rectify Register, &c. 213. Charges on property of recognized companies or recognized foreign companies 214. Provisions applying when incorporation transferred 215. Power to exempt from compliance with certain requirements of Division PART V-MANAGEMENT AND ADMINISTRATION Division 1-Office and Name 216. Registered office of company 217. Notice of address of registered office and office hours 218. Publication of name Division 2-Directors and Other Officers 219. Directors 220. Restrictions on appointment or advertisement of director 221. Qualification of director 222. Vacation of office 223. Appointment of directors to be voted on individually 224. Validity of acts of directors and secretaries 225. Removal of directors 226. Age of directors 227. Certain persons not to manage corporations 228. Disclosure of interests in contracts, property, offices, &c. 229. Duty and liability of officers 230. Loans to directors 231. Register of directors' shareholdings, &c. 232. General duty to make disclosure 233. Payments for loss of, or retirement from, office 234. Provisions as to assignment of office 235. Powers to require disclosure of directors' emoluments 236. Secretary 237. Provisions indemnifying officers or auditors 238. Register of directors, principal executive officers and secretaries Division 3-Meetings and Proceedings 239. Statutory meeting and statutory report 240. Annual general meeting 241. Convening of general meeting on requisition 242. Convening of meetings 243. Articles as to right to demand a poll 244. Quorum, chairman, voting, &c., at meetings 245. Proxies 246. Power of Court to order meeting 247. Circulation of members' resolutions, &c. 248. Special resolutions 249. Resolution requiring special notice 250. Resolutions of exempt proprietary companies 251. Lodgment with the Commission, &c., of copies of certain resolutions and agreements 252. Resolutions at adjourned meetings 253. Minutes of proceedings 254. Inspection of minute books Division 4-Register of Members 255. Non-application of the Division to mutual life assurance companies 256. Register and index of members 257. Inspection and closing of register 258. Consequences of default by agent 259. Power of Court to rectify register 260. Trustee, &c., may be registered as owner of shares 261. Power of company to obtain information as to beneficial ownership of its shares 262. Branch registers Division 5-Annual Return
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263. Annual return 264. Auditor's statement 265. Exemption of certain companies PART VI-ACCOUNTS AND AUDIT Division 1-Preliminary 266. Interpretation Division 2-Accounts 267. Accounts to be kept 268. Financial years of grouped companies 269. Profit and loss account, balance sheet and group accounts 270. Directors' reports 271. Rounding off of amounts in accounts and reports 272. Group accounts not to be issued, &c., until receipt of subsidiaries' accounts, &c. 273. Relief from requirements as to accounts and reports 274. Members of company entitled to balance-sheet, &c. 275. Accounts and reports to be laid before annual general meeting 276. Failure to comply with this Division Division 3-Audit 277. Qualifications of auditors 278. Unlimited exempt proprietary company need not appoint auditor in certain circumstances 279. Exempt proprietary company need not appoint auditor in certain circumstances 280. Appointment of auditors 281. Nomination of auditors 282. Removal and resignation of auditors 283. Effect of winding up on office of auditor 284. Fees and expenses of auditors 285. Powers and duties of auditors as to reports on accounts 286. Obstruction of auditor 287. Special provisions relating to borrowing and guarantor corporations

Division 4-Special Provisions relating to Banking and Life Insurance Corporations 288. Banking and life insurance corporations PART VII-SPECIAL INVESTIGATIONS 289. Interpretation and application 290 Application for carrying out of investigation 291. Investigations 292. Conduct of investigations 293. Investigation of affairs of related corporation 294. Powers of Commission and inspectors appointed under corresponding law 295. Powers of inspectors 296. Examination of officers 297. Officer failing to comply with requirements of this Part 298. Record of examination 299. Admissibility of record of examination in evidence in proceedings against person examined 300. Admissibility in other proceedings of questions and answers at an examination 301. Weight of evidence 302. Credibility of person who answered questions 303. Determination of objection to admissibility of question and answer 304. Delegation by inspector 305. Reports of investigations 306. Provisions relating to reports 307. Commission's powers in respect of books 308. Privileged communications 309. Expenses of investigation 310. Concealing, &c., of books of corporation 311. Power of Commission to make certain orders 312. Application for winding up 313. Certain powers not to be delegated PART VIII-ARRANGEMENTS AND RECONSTRUCTIONS

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314. Crown to be bound 315. Power to compromise with creditors and members 316. Information as to compromise with creditors or members 317. Provisions for facilitating reconstruction and amalgamation of corporations 318. Acquisition of shares of shareholders dissenting from scheme or contract approved by majority 319. Notification of appointment of scheme manager and power of Court to require report PART IX-CONDUCT OF AFFAIRS OF COMPANY IN OPPRESSIVE OR UNJUST MANNER 320. Remedy in cases of oppression or injustice PART X-RECEIVERS AND MANAGERS 321. Interpretation 322. Crown to be bound 323. Disqualification for appointment as receiver 324. Liability of receiver 325. Power of Court to fix remuneration of receivers 326. Notification of appointment of receiver 327. Statement that receiver appointed 328. Provisions as to information where receiver appointed 329. Special provisions as to statement submitted to receiver 330. Lodging of accounts of receivers 331. Payments of certain debts out of property subject to floating charge in priority to claims under charge 332. Enforcement of duty of receiver to make returns PART XI-OFFICIAL MANAGEMENT 333. Interpretation 334. Crown to be bound 335. Power of company to call meeting of creditors to appoint official manager 336. Statement of affairs of company to be submitted to meeting of creditors of company 337. Power to adjourn meeting 338. Power of creditors to place company under official management 339. Appointment of committee of management 340. Notice of appointment and address of official manager 341. Effect of resolution 342. Six-monthly meetings of creditors and members 343. Stay of proceedings 344. Power to extend period of official management 345. Extension of period of official management 346. Appointment of official manager not to affect appointment and duties of auditor 347. Duties of official manager 348. Undue preferences in the case of official management 349. Application and disposal of property during official management