Section 1: (1) Except as otherwise provided, this Act applies to companies formed in the Republic, whether before or after the commencement of this ...
Section 24: (1) Where a private company has delivered to the Registrar its document intended to be the registered constitution, the rights, powers, duties and o ...
Section 25: (1) Where a private company does not have a registered constitution, the rights, powers, duties and obligations of the company, the Board, each dire ...
Section 28: The constitution of a company shall be signed by one or more subscribers in the presence of a witness, who shall attest to the signing. ...
Section 37: A company may close the register of members or that part of the register relating to a class of members for any time or times of not mor ...
Section 87: A condition contained in a debenture or in a trust deed for securing any debentures, shall not be invalid by reason of the fact that the debentures ...
Section 88: Subject to the Central Securities Depository Act, 2007 (Act 733), debentures may be issued on the terms that in lieu of redemption or repayment the ...
Section 89: (1) Debentures may either be secured by a charge over the property of the company or may be unsecured by a charge.(2) Debentures may be secured by a ...
Section 90: (1) Subject to subsection (2), a floating charge is an equitable charge over the whole or a specified part of the undertaking and assets of the comp ...
Section 91: (1) Where a fixed or floating charge becomes enforceable, the Court may appoint a receiver and, in the case of a floating charge, a receiver and man ...
Section 92: (1) Where a receiver is appointed on behalf of the holders of the debentures of the company secured by a floating charge or possession is taken by o ...
Section 93:Where the winding up of the company commences within twelve months of the creation of a floating charge on the undertaking or property of the company ...
Section 95: (1) Whether or not a debenture is secured by a charge over the property of the company, the debenture may be secured by a trust deed appointing trus ...
Section 96: (1) The terms of the debentures or trust deed may provide for the convening of general meetings of the debenture holders and for the passing, at tho ...
Section 97: (1) Where a company redeems a debenture previously issued, the company may, subject to subsection (5), re-issue that debenture.(2) The re-issue may ...
Section 98: (1) Except as expressly provided in the registered constitution of a company, shares are transferable without restriction by a writtentransfer in co ...
Section 99: (1) A company which issues or has issued debentures shall maintain a register of the holders of the debentures.(2) Subject to sections 106 to 109,(a ...
Section 100: (1) Except as expressly provided in the terms of the debentures, debentures are transferable without restriction by a written transfer in common fo ...
Section 101: (1) Subject to sections 35, 102 and 103, a notice of a trust, express, implied or constructive or of any equitable, contingent, future or partial i ...
Section 102: (1) In the case of the death of a shareholder or debenture holder,(a) the survivor or survivors, where the deceased was a joint holder, and(b) the ...
Section 103: (1) A person claiming to be interested in any shares or debentures or the dividends or interest on those shares or debentures may protect the inter ...
Section 104: (1) Where the holder of shares or of debenture stock wishes to transfer to a person part only of the shares or stock represented by one or more cer ...
Section 105: (1) Subject to the Central Securities Depository Act, 2007 (Act 733), a company may, where the constitution of the company soprovides, have a lien ...
Section 116: (1) A company shall endorse on every debenture, being one of a series of debentures. or certificate of debenture stock which is issued by the ...
Section 117: The Registrar, upon receipt of an application in the prescribed form and on satisfactory evidence given with respect to a charge of which particula ...
Section 118: (1) The Court, on being satisfied(a) that the omission to register particulars of a charge within the time required by this Act, or that the ...
Section 121: The registration of any particulars under sections 113 to 120 constitutes actual notice of those particulars, but not of the contents of a document ...
Section 123: (1) A company shall give notice of the following for purposes of incorporation in accordance with section 13:(a) the original registered office of ...
Section 124: (1) Subject to the other provisions of this section, a company shall change the registered office where the company is required to do so by the Reg ...
Section 127: (1) A company shall keep proper accounting records with respect to the financial position and changes in the accounting records, and with respect t ...
Section 138: (1) A person is qualified for appointment as an auditor of a private or public company, if that person is,(a) qualified and licensed in accordance ...
Section 139: (1) A person shall not be appointed as an auditor of a company unless, that person(a) has, before the appointment, consented in writing to be appoi ...
Section 145: (1) A company shall not enter into a major transaction unless the transaction is(a) approved by special resolution; or(b) contingent on approval by ...
Section 147: (1) An act of the members in general meeting, of the board of directors, or of a managing director while carrying on in the usual way the business ...
Section 148: (1) Except as provided in section 147, the acts of an officer or agent of a company are not acts of the company, unless,(a) the company, acting thr ...
Section 149: Except as provided in section 121, regarding particulars in the register of particulars of charges, a person shall not be deemed to have knowledge ...
Section 150: (1) A person having dealings with a company or with any other person who derives title under the company is entitled to assume that,(a) the company ...
Section 151: Where, in accordance with sections 147 to 150, a company would be liable for the acts of an officer or agent, the company is liable although the of ...
Section 153: (1) A bill of exchange or promissory note shall be deemed tohave been made, accepted, or endorsed, on behalf of a company if made, accepted o ...
Section 154: (1) A document or proceeding requiring authentication by a company may be signed on behalf of the company by an officer of the company.(2) For the ...
Section 155: (1) A company may, by an instrument in writing executed in accordance with paragraph (d) of subsection (1) of section 150 empower a person generall ...
Section 156: (1) A company may, by the constitution of the company, authorise for use in a territory, district, or place not located in the country, an official ...
Section 158: (1) An extraordinary general meeting may be convened by the directors whenever the directors think fit.(2) If at any time there are not within the ...
Section 163: (1) Except as provided in subsection (5), a resolution in writing signed by all the members for the time being entitled to attend and vote on the r ...
Section 164: (1) The provisions on general meetings in accordance with section 163 and the provisions of the Eighth Schedule apply to meetings of a class of mem ...
Section 166: (1) A company shall cause minutes of the proceedings of general meetings and meetings of a class of members to be entered in a book or books kept f ...
Section 167: (1) The books containing the minutes of proceedings of a general meeting or class meetings of a company shall be kept at the registered office of t ...
Section 168: (1) A company shall circulate resolutions of members and supporting circulars and circulars of members in accordance with paragraphs 5 and 6 of the ...
Section 174: (1) Except as otherwise provided in the constitution of a company, a director is not required to be a member of the company or hold a share in the ...
Section 175: (1) The office of director shall be vacated if the director(a) becomes incompetent to act as a director by virtue of section 173,(b) ceases to hold ...
Section 176: (1) Subject to section 327 and to this section, a company may by ordinary resolution at a general meeting remove from office all or any of the dire ...
Section 177: (1) Where,(a) a person is convicted, whether in the Republic or elsewhere, of(i) an offence involving fraud or dishonesty,(ii) an offence in connec ...
Section 178: (l) On becoming aware of the disqualification to act as director, the director concerned shall immediately report the disqualification to the Board ...
Section 179: (1) Where a company ceases to have the minimum number of directors, the board of directors of the company shall fill the vacancy of a disqualified ...
Section 180: (1) Except as otherwise provided in the constitution of a company, a company may appoint substitute directors in accordance with this section.(2) A ...
Section 181: (1) Except as otherwise provided in the constitution of a company, a director may, appoint another director or any other person approved by a resol ...
Section 182: (1) At least one director of the company shall at all times be resident in the Republic.(2) In the event of a willful breach of subsection (1), the ...
Section 183: Except as otherwise provided in the constitution of a company, (a) a director may hold any other office or place of profit under the company, other ...
Section 184: Except as otherwise provided in the constitution of a company,(a) the directors may from time to time appoint one or more of their body to the offi ...
Section 185: (1) Subject to this section, the fees and any other remuneration including salary payable to the directors in whatever capacity, shall be determine ...
Section 187: A provision in the constitution of a company or in an agreement purporting to empower(a) a director to assign the office of that director, or(b) an ...
Section 188: (1) The directors of a company shall meet at least once every six months in each year to consider financial and operational affairs of the company. ...
Section 189: (1) Subject to this Act, the directors of a company with shares shall not, without the approval of(a) an ordinary resolution of the company,(i) iss ...
Section 190: (1) A director of a company stands in a fiduciary relationship towards the company and shall observe the utmost good faith towards the company in a ...
Section 191: (1) The directors shall not, without the approval of an ordinary resolution of the company, exceed the powers conferred on the directors by this Ac ...
Section 192: (1) Despite a provision in the constitution of a company to the contrary, a director shall not, without the consent of the company in accordance wi ...
Section 193: (1) For the purposes of section 192, the company does not consent unless, after full disclosure of the material facts, including the nature a ...
Section 194: (1) Except as otherwise provided in the constitution of a company, a director, despite section 192 is entitled to enter into a contract with the co ...
Section 195: (1) A director of a company who has an interest that is likely to create a conflict of interest between that director and the company shall(a) caus ...
Section 196: (1) A company shall maintain an Interests Register which shall record the interests that directors disclose under subsection (6) of section194.(2) ...
Section 197: Except as otherwise provided in the constitution of a company, a director may, despite section 192, act personally or by the firm of that director ...
Section 198: (1) A director of a company who has information in the capacity of that director as a director or employee of the company, being information that w ...
Section 199: Where a director commits a breach of duty under sections 190 to 192,(a) the director and any other person who knowingly participated in the breach ...
Section 200: (1) Proceedings may be instituted by the company or by a member of the company to(a) enforce the liabilities referred to in section 199;(b) restrai ...
Section 211: (1) A company shall have a Company Secretary who shall possess the qualification specified in subsection (3).(2) The Company Secretary may be a bod ...
Section 212: The duties of a Company Secretary include(a) assisting the Board to comply with the constitution of the company and with any relevant enactment;(b) ...
Section 213: Where a person acts as both director and Company Secretary of a company, a provision requiring or authorising an act to be done by or to a director ...
Section 214: (1) A company shall not pay a director or Company Secretary of the company remuneration free of income tax or otherwise calculate that remuneration ...
Section 215: (1) A company shall keep at the registered office of the company (a) a register of the directors of the company; and(b) a register of the Company S ...
Section 216: (1) A company shall, within twenty-eight days of a change occur- ring among the directors or in the Company Secretary or in any of the particulars ...
Section 217: The rights, duties and liabilities of officers and agents of companies shall continue to be governed by the rules of the common law and equity rela ...
Section 243: (1) The directors of each of the merging companies shall resolve that(a) in their opinion, the merger is in the best interest of the company; and(b ...
Section 244: (1) A company and one or more other companies that are directly or indirectly wholly owned by the company may merge and continue as one company wit ...
Section 246: A transferor company shall approve by ordinary resolution, theconstitution or draft constitution of a transferee company that is a new company. ...
Section 247: (1) The Court may, on the application of a merging company, a member of a merging company or a creditor of a merging company, exempt that merging c ...
Section 250: (1) Subject to this section, where a merger becomes effective, the Registrar or any other person charged with the keeping of books or registers sha ...
Section 253: Section 240 and sections 242 to 252 shall apply to a company involved in a division with the necessary modifications unless otherwise stated in thi ...
Section 254: (1) Subject to this section, where a company is involved in a division, each transferee company is jointly and severally liable for any liability t ...
Section 255: (1) Despite any provision of this Act or the constitution of a company, the Court may,(a) on the application of a company, or (b) with leave of(i) ...
Section 258: (1) Where notice of a resolution to approve an arrangement or compromise under section 239 or any other provision relating to arrangements, comprom ...
Section 259. (1) Where a body corporate, whether a company within the meaning of this Act or not, in this section referred to as the "transferee company", has m ...
Section 260. (1) Where, as a result of an offer to the members of a company or any member, shares in that company are transferred to another body corporate, whe ...
Section 264: A person appointed manager of the whole or a part of the undertaking of a company shall manage the undertaking with a view to the beneficial realis ...
Section 265: Despite a provision of any enactment, rule of law or any provision contained in the deed or agreement by or under which a receiver is appointed(a) ...
Section 267: (1) A receiver or manager of a property or an undertaking of a company appointed by the Court is, for the purposes of this Act, an officer of the C ...
Section 268: (1) A receiver or manager of a property or an undertaking of a company appointed out of Court is, for the purposes of this Act and subject to secti ...
Section 269: (1) A receiver or manager of a property or an undertaking of a company is personally liable on a contract entered into by the receiver or manager e ...
Section 271: (1) Where a manager is appointed of the whole or substantially the whole of the undertaking of a company on behalf of the holders of debentures sec ...
Section 272: (1) Except where section 271 applies, a receiver or manager of a property of a company shall,(a) within one month, or a longer period that the Regi ...
Section 273: (1) Where a receiver or manager of a property or an undertaking of a company,(a) having defaulted in filing, delivering or making any return, accou ...
Section 279: For the purposes of a private liquidation, the company shall, in general meeting, fix the remuneration to be paid to a liquidator appointed for the ...
Section 29: (1) Subject to this Act, the constitution has the effect of a contract under seal(a) between the company and each member or officer; and(b) between ...
Section 281: A liquidator appointed for the purposes of a private liquidation stands in a fiduciary relationship to the company as if that liquidator were a dir ...
Section 282: On the appointment of a liquidator for the purposes of a private liquidation, the powers of the board of directors shall vest in the liquidator and ...
Section 283: (1) A liquidator in a private liquidation may exercise the power of the liquidator in an official winding up under the Bodies Corporate (Official L ...
Section 315: (1) An invitation shall not be made to the public to acquire sharesin a public company unless the voting rights attached to the shares ...
Section 340: (1) Where an external company ceases to have an established place of business in the Republic, it shall within twenty-eight days after so ceasing. ...
Section 374 (1) Subject to section 378 where a section of this Act provides that a document shall be in the prescribed form, the document shall be in the f ...