Companies Regulations,1984 (Statutory Instrument 178 of 1984)

Statutory Instrument 178 of 1984

Companies Regulations,1984

SIs 178/1984, 157/2004

ARRANGEMENT OF SECTIONS

Section

1. Title and date of commencement..
2. Interpretation of terms..
3. Certification of copy or translation of documents..
4. Preparation of documents..
5. Lodging and registration of documents.
6. Requirements for registration of company other than foreign company.
7. Requirements for registration of foreign company.
8. Application for search as to availability of name.
9. Names which are not registrable.
10. Objection to company name by Chief Registrar.
11. Objection to company name by person other than Chief Registrar.
12. Change of name.
13. Procedure for licence under section 22 of the Act.
14. Return of Allotments.
15. Payment of commission for shares.
16. Notice of consolidation, conversion, subdivision, redemption or cancellation of shares.
17. Notice of increase of share capital.
18. Register of mortgages, notarial bonds and debentures, and register or branch register of debenture-holders.
19. Notice of situation and postal address of registered office or principal place of business.
20. Affidavit required before commencement of business.
21. Register or branch register of members.
22. Statutory report.
23. Notification of the holding of annual general meeting.
24. Special resolution.
25. Consent to act as director.
26. List of persons consenting to be directors.
27. Particulars of register of directors and secretaries, or list of directors and principal officer.
28. Notice to dissenting members.
29. Notice of non-assenting members.
30. Notice to transferee company by non-assenting member.
31. Request by directors to strike name of company off register.
32. Alteration to charter, statutes or memorandum of foreign company.
33. Annual return of a foreign company.
34. Inspection of documents.
35. Days and hours of business.
36. Repeals and savings.

First Schedule : Forms.

Second Schedule : Additional Requirements in memorandum of company without “Limited” in its name. Third Schedule : Repealed Regulations.

THE Minister of Justice, Legal and Parliamentary Affairs, in exercise of the powers conferred on him by section 322 of the Companies Act [Chapter 190], hereby makes the following regulations:—

Title and date of commencement

• These regulations may be cited as the Companies Regulations, 1984.
• These regulations shall come into operation on the 22nd June, 1984.

Interpretation of terms

In these regulations—

“principal officer” means the person referred to in subparagraph (b) of paragraph (1b) of subsection (1) of section 292 of the Act;

“form” means the appropriate form set out in the First Schedule;

“register” means the register of companies kept under the provisions of the Act.

                                                                3.   Certification of copy of translation of documents

(1) Unless otherwise specifically provided, the manner in which any copy of a document shall be certified to be a true copy shall be—

• if the document was made in Zimbabwe, by a director, if the principal officer or a secretary of the company or by a legal practitioner;
• if the document was made in a foreign country, by an officer of the company whose signature is authenticated—
  • by a notary public, mayor or person holding judicial office; or
  • in the case of a state of territory in which Zimbabwe has its own diplomatic or consular representative, by the head of the Zimbabwe Diplomatic Mission or the deputy or acting head of such

mission, a counsellor, a first, second or third secretary, a consul or a vice-consul;

• if the document relates to foreign company, registered in terms of section 292 of the Act, the copy may be certified by the principal officer of the company.

(2) The manner in which any translation of a document shall be certified to be a correct translation shall be by a translator who is acceptable to the Chief Registrar of Companies, or is sworn or officially recognized as a translator by the law of the country concerned.

                                                                                4.   Preparation of documents

(1) Any document to be filed of record in a companies registration office shall, unless the Chief Registrar of

Companies otherwise directs, be printed—

(a) upon strong paper of a size approximately 297 millimetres by 210 millimetres, leaving a margin of at least 37 millimetres, as the case may be, on the left-hand side thereof; and (b) in legible characters with a deep, permanent black or blue-black ink.

(2) In addition to the requirements of subsection (1), any memorandum or articles of a company which are lodged for registration shall—

• be printed on one side of the paper only; and
• have the upper half of the first page of each left blank for the purpose of official endorsements; and (c) be suitably bound with tape.

                                                                       5.   Lodging and registration of documents

(1) Subject to the provisions of subsection (2), and save as provided in section 17 and 32 of the Act and in section 7, in the case of any document lodged by a company—

• in the Companies Registration Office in Harare, there shall be a printed original and a signed duplicate copy thereof;
• in the Companies Registration Office in Bulawayo, there shall be a printed original and two signed duplicate copies thereof.

(2) The Chief Registrar of Companies may—

• if he considers it to be necessary or desirable, require a further copy or further copies of any document to be lodged and to be certified in such manner as he may approve;
• reject any document submitted for lodging which, in his opinion, is unsuitable for purposes of record.

(3) If any document lodged in terms of subsection (1), in the opinion of the registrar, complies with the provisions of the Act and regulations made thereunder, the registrar shall register the same or make an entry thereof in the register, as the case may be, and shall return to the company a duplicate copy of the document with the date of registration or entry in the register endorsed thereon.

                                                6.   Requirements for registration of company other than foreign company

An application for the registration of a company other than a foreign company, including an application by an association in respect of which a licence in terms of section 22 of the Act has been granted, shall be accompanied by—

• the memorandum and the articles, if any, in accordance with the requirements of section 17 of the Act; and
• if applicable, the contract or certified copy thereof required by section 32 of the Act; and
• notice of the situation and postal address of the registered office as required by section 89 of the Act; and
• the appropriate fees prescribed in the Eighth Schedule to the Act; and
• in the case of a public company where the directors are named in the articles—
  • the consent of the persons concerned to act as directors as required by subsection (2) of section 148 of the Act; and
  • the list of persons who have consented to be directors of the company as required by subsection (4) of section 148 of the Act; and
  • where appropriate, the contract referred to in paragraph (b) of subsection (2) of section 148 of the Act.

                                                               7.   Requirements for registration of foreign company

An application for the registration of a foreign company in terms of section 292 of the Act shall be made in form No. C.R 18 and shall be accompanied by—

• a duly certified copy of its charter, statute, memorandum, articles or other instrument as required by paragraph (a) of subsection (1) of that section:

Provided that, if the application is lodged in the Companies Registration Office in Bulawayo, it shall be accompanied by two duly certified copies of its charter, statutes, memorandum, articles or other instruments; and

• the list required by paragraph (b) of subsection (1) of that section on Form No. C.R. 14; and
• the notice required in terms of subparagraph (b) of paragraph (1b) of subsection (1) of that section on form No. C.R. 14; and
• the address of the principal place of business in Zimbabwe as required by subparagraph (c) of paragraph (1b) of subsection (1) of that section on Form No. C. R. 6.

                                                                8.   Application for search as to availability of name

• An application, in terms of the proviso to subsection (1) of section 20 of the Act, to ascertain by search and examination that a name is available for registration shall be made to the Chief Registrar in form C.R. 21.
• Notwithstanding the provision of section 5, form C.R. 21 shall be submitted in duplicate only in the case of a company to be registered in Bulawayo.

                                                                            9.   Names which are not registrable

A company shall not, without the consent, in writing, of the Minister, be registered by a name which includes the word “President”; “Government” or “State” or any other word or any abbreviation or initial which imports or suggests that it enjoys the patronage of the President or of the Government or of any department of the Government.

10. Objection to company name by Chief Registrar

• If, in the opinion of the Chief Registrar, the registered name of a company is in conflict with the provisions of section 20 of the Act, he shall serve notice on the company calling upon it to show cause, on or before a date specified in that notice, why it should not be ordered to change its name.
• If, on or before the date specified in the notice, in terms of subsection (1), or such later date as the Chief Registrar may, in any case allow, the company has made any representations as to why its name should not be changed, the Chief Registrar shall, if the company so requests, afford the company an opportunity to be heard.

11. Objection to company name by person other than Chief Registrar

• f any person objects to the registered name of a company or to a name reserved pending registration of a

company on the grounds that it is in conflict with the provisions of section 20 of the Act, he may give notice, in writing and in duplicate, to the Chief Registrar of his objection to the name specifying the grounds on which the objection is based.

• On receipt of a notice in terms of subsection (1), the Chief Registrar shall forthwith send one of the copies thereof to the company concerned, requesting that company to submit, within one month or such longer period as the Chief Registrar may allow, a memorandum, in duplicate, giving reasons why the name of the company should not be changed in terms of section 20 of the Act.
• On receipt of a memorandum submitted in terms of subsection (2), the Chief Registrar shall forthwith send one of the copies thereof to the person who gave notice of objection in terms of subsection (1), requesting that person to notify the Chief Registrar, within one month, whether or not he wishes to continue with his objection.
• If—
• the company concerned has failed to submit a memorandum in terms of subsection (2), and the Chief Registrar considers that, prima facie, there is a case for ordering the change of name of the company; or
• the person objecting has notified the Chief Registrar in terms of subsection (3) that he wishes to continue with his objection; the Chief Registrar shall give notice, in writing, to the parties, of a date when he will hear arguments in the case, which date shall, unless the parties consent to a shorter notice, be at least fourteen days after the date of this notice.

(5) After hearing any arguments submitted in terms of subsection (4) and considering the evidence, the Chief Registrar shall decide whether, and subject to what conditions, if any, the name of the company should be changed.

12. Change of name

An application, in terms of section 21 of the Act, to change the name of a company shall state fully the reasons for such change and, if the proposed change of name is approved, the request to enter the new name in the register shall be made on form No. C.R. 1.

13. Procedure for licence under section 22 of the Act

(1) An lodge with the Chief Registrar, an application in writing for such licence, together with a draft of—

• the proposed memorandum and articles; and
• a list of the persons making the application, setting out the names, address and occupation of each.
• The memorandum referred to in paragraph (a) of subsection (1) shall, in addition to the particulars required by section 9 of the Act, include provisions such as are set out in the Second Schedule.
• On receipt of an application and other documents in terms of subsection (1), the Chief Registrar shall prepare a report on the application and forward the report, together with the application and other documents, to the Minister.
• If, after considering the report and documents submitted in terms of subsection (3), the Minister considers that it might be desirable that the association should be incorporated in terms of section 22 of the Act, he shall direct the applicant to cause to be published in three consecutive issues of the Gazette, notice in form approved by the Chief Registrar of the application, which notice shall specify— (a) the proposed objects of the association when registered; and

(b) the period within which any person who wishes to object to the registration of the association under section 22 of the Act may lodge his objections, in writing, with the Chief Registrar.

(5) If, after the date specified in terms of paragraph (b) of subsection (4)— (a) no objections to the registration of the association have been received; or

(b) any objections received have been disallowed; the Minister may grant a licence in terms of subsection (1) of section 22 of the Act.

14. Return of allotment

A return of allotments, which is required by subsection (2) of section 56 of the Act, shall be made in form No. C.R. 2.