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PRIVATE BUSINESS CORPORATIONS ACT (CHAPTER 24:11 )

PRIVATE BUSINESS CORPORATIONS ACT

Act 15/1993, 22/2001 (s. 4)

ARRANGEMENT OF SECTIONS

PART I

PRELIMINARY Section

  1. Short title.
  2. Registrar and office for registration of private business corporations.

PART II

INCORPORATIONOF PRIVATE BUSINESS CORPORATIONS AND MATTERS INCIDENTALTHERETO

  1. Incorporation statement.
  2. Signing of incorporation statement.
  3. Registration of incorporation statement.
  4. Incorporation of private business corporation and capacity and powers thereof.
  5. Limitation of liability of members of private business corporation.
  6. Registration of amended incorporation statement.
  7. Incorporation statement to be kept at registered office.
  8. Effect of limitation of objects of private business corporation.
  9. No constructive notice of incorporation statement or other public documents.
  10. Prohibition of undesirable name.
  11. Change of name.
  12. Display of name by private business corporation.
  13. Publication of members’ names.
  14. Postal address and registered office.
  15. Pre-incorporation contracts.
  16. Conversion of company into private business corporation.
  17. Cancellation of registration of private business corporation upon conversion into company.

PART III

MEMBERS

  1. Number of members.
  2. Requirements for membership.
  3. Commencement and termination of membership.
  4. Members’ contributions.
  5. Members’ duty to act in good faith.
  6. Cessation of membership by order of court.

PART IV

MEMBERS’ INTERESTS

  1. Nature of member’s interest.
  2. Certificate of member’s interest.
  3. Acquisition of member’s interest by new member.
  4. Disposal of interest of insolvent member.
  5. Disposal of interest of deceased member.
  6. Other disposals of members’ interests.
  7. Maintenance of total of members’ interests.
  8. Acquisition by private business corporation of members’ interests.
  9. Financial assistance by private business corporation for acquisition of members’ interests.

PART V

MANAGEMENTAND ADMINISTRATION

  1. Power of members to bind private business corporation.
  2. By-laws.
  3. Variable rules for management.
  4. Meetings of members.
  5. Protection against unfair prejudice.
  6. Restriction on payments to members.
  7. Fraudulent or reckless conduct of business.

PART VI

ACCOUNTING

  1. Accounting records.
  2. Financial year.
  3. Annual financial statements.
  4. Examination of financial statements and report thereon.
  5. Duties of accounting officer.
  6. Accounting officer’s right of access to books, etc., and to convene meetings.
  7. Termination of accounting officer’s mandate.

PART VII

WINDINGUP AND JUDICIAL MANAGEMENT

  1. Voluntary winding up.
  2. Winding up by court.
  3. When private business corporation deemed unable to pay its debts.
  4. Application of Cap. 24:03.
  5. Additional provisions relating to winding up.

PART VII

GENERAL

  1. Inspection and copies of documents in Registrar’s office and production of documents in evidence.
  2. Provision as to fees.
  3. Transmission of copies of court orders to Registrar and Master.
  4. [Repealed].

SCHEDULE

Construction of References in Companies Act that are Applicable to this Act.

AN ACT to provide for the constitution, incorporation, registration, management, administration and winding up of private business corporations; and to provide for matters connected with or incidental to the foregoing.

[Date of commencement : 5th July, 1997]

PART I

PRELIMINARY

1    Short title

This Act may be cited as the Private Business Corporations Act [Chapter 24:11].

                       2    Interpretation

(1) In this Act—

“accounting officer”, in relation to the accounting records and financial statements of a private business corporation, means a person referred to in subsection (1) or (2) of section forty-seven;

“by-laws” means the by-laws of a private business corporation adopted or altered in terms of section thirtyeight;

“Companies Act” means the Companies Act [Chapter 24:03];

“company” means a company incorporated under the Companies Act;

“court”, in relation to any matter referred to in subsection (2), means a court with jurisdiction in the matter in terms of that subsection;

“incorporation statement” means the incorporation statement of a private business corporation registered in terms of section seven or ten;

“Master” means the Master of the High Court;

“interest”, in relation to a member, means the member’s percentage interest in a private business corporation as stated in its incorporation statement;

“Minister” means the Minister of Justice, Legal and Parliamentary Affairs or any other Minister to whom the President may, from time to time, assign the administration of this Act;

“private business corporation” means a private business corporation incorporated under Part II;

 

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