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COMPANIES AND OTHER BUSINESS ENTITIES ACT [CHAPTER 24:31]

COMPANIES AND OTHER BUSINESS ENTITIES ACT
[CHAPTER 24:31]
ARRANGEMENT OF SECTIONSS
CHAPTER I
Preliminary and Administration
PART I
Preliminary
Section
1. Short title and date of commencement.
2. Interpretation.
3. When persons deemed to be associates and when persons deemed to control
companies
4. Non-application of Act to certain institutions.
5. Registrable business entities.
PART II
Administration
6. Office for the Registration of Companies and Other Business Entities; Registrar,
registries and inspectorate.
7. Funds of Companies Office.
8. Annual and other reports of Companies Office.
9. Form of registers and other documents.
10. Forms and tables and application of certain Schedules and licences.
11. Registrar’s power to refuse registration.
12. Extension of time for lodging returns, etc.
13. Proof of certain facts by affidavit.
14. Inspection and copies of documents in Companies Office and production of
documents in evidence.
15. Additional copies of returns or documents.
16. Replacement of lost documents.
17. Exemption from liability for acts or omissions of Companies Office and persons
employed therein.
CHAPTER II
Provisions Common to Companies and Private Business Corporations
PART I
General
18. Registration of constitutive documents.
19. Incorporation of companies and private business corporations and capacity and
powers thereof.
20. Effect of registration of constitutive documents and limitation of liability of
members of companies and private business corporations.
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No. 4/2019 Cap. 24:31
21. Availability and publicity of constitutive documents.
22. No constructive notice of constitutive documents or other public documents.
23. Copies of constitutive documents to embody alterations.
24. Presumption of regularity; liability not affected by fraud.
25. Prohibition of undesirable name.
26. Change of name.
27. Statement of objects of registered business entity and effect thereof.
28. Provisions in connection with use of names by registered business entities.
29. Lawful use of assumed names by registered business entities.
30. Publication of directors’ or members’ names.
31. Postal address, electronic mail address and registered office.
32. Ratification of contracts.
33. Form of contracts.
34. Promissory notes and bills of exchange.
35. Execution of documents domestically and in foreign countries.
36. Official seal for use in foreign countries.
37. Authentication of documents.
PART II
Inspection and Investigation
38. Purposes of inspections and investigations and powers in connection therewith.
39. Investigation by Registrar.
40. Investigation on request of minority shareholders.
41. Investigation to determine ownership or control.
42. Investigation of registered business entity’s affairs in other cases.
43. Power of inspectors to investigate related registered or unregistered business
entities.
44. Production of records and evidence on investigation.
45. Registrar’s report.
46. Proceedings on Registrar’s report.
47. Expenses of investigation of affairs of registered business entity.
48. Power to require information as to holders of shares, debentures or interests.
49. Power to impose restrictions on shares, debentures or interests.
50. Saving for legal practitioners and bankers.
51. Report following investigation to be evidence.
PART III
Defunct Business Entities
52. Striking off of defunct business entities from register and remedy for persons
aggrieved by striking off.
Section
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Cap. 24:31 No. 4/2019
53. Undistributed property of dissolved or defunct company or private business
corporation: bona vacantia orders
PART IV
Common Provisions Relating to Fiduciary Duties, Remedies and Legal
Proceedings
Subpart A: Duties of office bearers of companies and private business corporation
54. Duty of care and business judgment rule.
55. Duty of loyalty.
Subpart B: Duty of loyalty – conflicts of interest
56. Transactions involving conflict of interest.
57. Duty to disclose conflict of interest.
58. Avoidance and other remedies for conflict-of-interest transactions.
Subpart C: Other legal proceedings and remedies
59. Power of court to grant relief to defendants or potential defendants in certain cases
60. Direct actions by members.
61. Derivative actions by members on entity’s behalf.
62. Court remedies in deadlock, fraud, oppression and other situations; piercing the
corporate veil.
63. Security for costs.
64. Service of documents.
65. Allegations of voidness, impropriety, etc. by registered business entities.
Subpart D: Indemnification and insurance
66. Indemnification and insurance of persons referred to in sections 54, 55 and 57.
PART V
Offences and Defaults Common to Registered Business Entities
67. Penalties for false statements and oaths.
68. Fraudulent, reckless or grossly negligent conduct of business.
69. Fraudulent, reckless or wilful failure of financial accounting; falsification of
records.
70. Power to restrain fraudulent persons from managing companies or controlling
PBCs.
71. Unlawful personation and misrepresentation in relation to shares and interests.
72. Obligation to maintain and file beneficial ownership information.
73. Prohibition of concealment of beneficial ownership.
74. Indemnity and civil and criminal liability of officers and auditors of companies
and members of PBCs.
Section
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No. 4/2019 Cap. 24:31
CHAPTER III
Companies
PART I
Introduction
Sub-Part A: Incorporation of companies and matters incidental thereto
75. Prohibition of association or partnership exceeding twenty persons.
76. Mode of forming company.
77. Memorandum of company.
78. Signing of memorandum.
79. Alteration of memorandum.
80. Group voting on amendments to memorandum.
81. Articles of association and alteration thereof.
82. Power to dispense with “Limited” in certain cases.
Sub-Part B: Membership of company
83. Membership of company; personal liability where business carried on with no
members.
84. Membership of holding company.
Sub-Part C: Private companies
85. Definition of private company and consequences of default in complying with
conditions for private company.
86. Statement in lieu of prospectus on ceasing to be private company.
Sub-Part D: Co-operative companies
87. Definition of co-operative company and consequences of default in complying
with conditions for co-operative company
88. Co-operative company to maintain reserve fund.
89. Voting rights of members of co-operative company.
90. Application of surplus assets on liquidation of co-operative company.
91. Special method for reduction of share capital.
92. Disposal of produce of members to or through co-operative company.
93. Shares or interest of members: charge and set-off, and immunity from attachment
or sale in execution.
94. Company ceasing to be co-operative company.
PART II
Share Capital and Debentures
Sub-Part A: General nature of share capital of companies
95. Legal nature of shares and requirement to have shareholders.
96. Authorisation for shares.
Section
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Cap. 24:31 No. 4/2019
97. Preferences, rights, limitations and other share terms.
98. Issuing shares.
99. Subscription for additional shares in private companies.
100. Consideration for shares.
101. Options for subscription for shares or debentures.
102. Solvency and liquidity test.
Sub-Part B: Prospectus
103. Dating of prospectus.
104. Matters to be stated and reports to be set out in prospectus.
105. Expert’s consent to issue of prospectus containing statement by him or her.
106. Registration of prospectus.
107. Non-registration of prospectus; unapproved alteration of terms mentioned in
prospectus or in statement in lieu of prospectus.
108. Civil liability for misstatements in prospectus.
109. Criminal liability for misstatements in prospectus.
110. Underwriting contract and affidavit to be delivered to Registrar.
111. Document containing offer of shares or debentures for sale to be deemed to be
prospectus.
112. Interpretation of provisions relating to prospectus.
113. Construction of references to offering shares or debentures to public.
114. Restrictions on offering shares for subscription or sale.
Sub-Part C: Allotment
115. Prohibition of allotment unless minimum subscription received.
116. Prohibition of allotment in certain cases unless statement in lieu of prospectus
delivered to Registrar.
117. Effect of irregular allotment.
118. Allotment voidable if application form not attached to prospectus.
119. Application for and allotment of shares.
120. Allotment of shares and debentures to be dealt in on stock exchange.
121. Register and return as to allotments.
Sub-Part D: Commissions and discounts
122. Power to pay certain commissions and prohibition of payment of all other commissions,
discounts.
123. Financial assistance by company for purchase of its own or its holding company’s
shares.
Sub-Part E: Issue of shares at premium or discount and redeemable preference
shares
124. Application of share premiums.
125. Power to issue shares at a discount.
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No. 4/2019 Cap. 24:31
126. Power to issue redeemable shares.
127. Financing at redemption.
128. Power of company to purchase own shares.
129. Authority required by company to purchase its own shares.
130. Cession or renunciation of rights.
131. Payments for rights to purchase or for release thereof.
132. Disclosure by company of purchase of own shares.
133. Capital redemption reserve.
134. Effect of failure by company to redeem or purchase shares
Sub-Part F: Miscellaneous provisions as to share capital
135. Power of company to arrange for different amounts being paid on shares.
136. Reserve liability of company.
137. Capitalisation shares.
138. Distributions must be authorised by board.
139. Existing shareholders’ right of first refusal to new shares.
140. Notice to Registrar of consolidation of share capital, conversion of shares into
stock.
141. Notice of increase of share capital.
142. Payment of interest out of capital.
143. Variation of rights attaching to shares.
Sub-Part G: Reduction of share capital
144. Special resolution for reduction of share capital.
145. Application to court to confirm order, objections by creditors.
146. Order confirming reduction.
147. Registration of order and minute of reduction.
148. Liability of members in respect of reduced shares.
149. Penalty for concealing name of creditor.
Sub-Part H: Transfer of shares and debentures, evidence of titles, etc.
150. Numbering of shares.
151. Transfer of title to shares and debentures.
152. Prohibition of bearer shares.
153. Evidence of title to shares.
154. Creation and registration of debentures; contracts to subscribe for debentures.
155. Register of mortgages and debentures and register of debenture holders.
156. Branch registers of debenture holders.
157. Power to re-issue redeemed debentures in certain cases.

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