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• Section 9 - Private companies
  

  (1) For the purposes of this Act, a company is a private company if— (a) its articles— (i) restrict a member's right to transfer shares; (ii) limit the number of members to fifty; and (iii)...

• Section 10 - Public companies
  

  For the purposes of this Act, a company is a public company if— (a) its articles allow its members the right to transfer their shares in the company; (b) its articles do not prohibit invitations to...

• Section 11 - Method of forming company
  

  (1) One or more persons who wish to form a company may— (a) subscribe their names to a memorandum of association; and (b) comply with the requirements of sections 13 to 16 with respect...

• Section 12 - Memorandum of association
  

  (1) A memorandum of association is a memorandum stating that the subscribers— (a) wish to form a company under this Act; and (b) agree to become members of the company and, in the case of...

• Section 13 - Registration documents
  

  (1) A person who wishes to register a company shall lodge with the Registrar— (a) an application for registration of the company that complies with subsections (2) and (4); (b) a memorandum of...

• Section 14 - Statement of capital and initial shareholdings
  

  (1) If the company is to have a share capital, the applicants for registration shall ensure that the requisite statement of capital and initial shareholding comply with subsections (2) and (3). (2)...

• Section 15 - Statement of guarantee
  

  (1) The applicant for registration of a company to be limited by guarantee shall ensure that the requisite statement of guarantee contains the prescribed information to enable the subscribers to the...

• Section 16 - Statement of proposed officers
  

  (1) The applicant for registration shall ensure that the requisite statement of the company's proposed officers complies with subsections (2) and (4). (2) The statement complies with this subsection...

• Section 17 - Registrar to register company if requirements of Act are complied with
  

  If satisfied that an application for registration complies with the requirements of this Act relating to registration, the Registrar shall register the company and allocate to it a unique...

• Section 18 - Registrar to issue company with certificate of incorporation
  

  (1) On the registration of a company in accordance with section 17, the Registrar shall issue to the company a certificate of incorporation that complies with this section. (2) A certificate of...

• Section 19 - Effect of registration
  

  From the date of incorporation of a company— (a) the subscribers to the memorandum, together with such other persons as may from time to time become members of the company, become a body corporate...

• Section 20 - Regulation may prescribe model articles
  

  (1) The regulations may prescribe model articles for companies. (2) Different versions of model articles may be prescribed for different descriptions of companies. (3) A company may adopt all or...

• Section 21 - Default application of model articles
  

  (1) On the formation of a limited company— (a) if its articles are not registered; or (b) if its articles are registered, in so far as they do not exclude or modify the relevant model articles, the...

• Section 22 - Amendment of articles
  

  A company may amend its articles only by special resolution.

• Section 23 - Effect of amendment of articles on company’s members
  

  (1) A member of a company is not bound by an amendment to the articles of a company after the date on which the person became a member, if and so far as the amendment— (a) requires the person to...

• Section 24 - Amended articles to be sent to Registrar
  

  (1) If a company amends its articles, the company shall lodge with the Registrar for registration a copy of the articles as amended not later than fourteen days after the resolution containing the...

• Section 25 - Registrar’s notice to comply in case of failure with respect to amended articles
  

  (1) On being satisfied that a company has failed to comply with any provision requiring it— (a) to lodge with the Registrar a document making or evidencing an amendment in the company's articles;...

• Section 26 - Existing companies provisions of memorandum treated as provisions of articles
  

  Provisions that immediately before the commencement of this Part were contained in a company's memorandum of association but are not provisions of the kind referred to in section 12 become...

• Section 27 - Copies of resolutions or agreements recorded by Registrar
  

  (1) Within fourteen days after a resolution or agreement to which this section applies is passed or made, the company concerned shall lodge with the Registrar for registration— (a) a copy of the...

• Section 28 - Statement of company’s objects
  

  (1) Unless the articles of a company specifically restrict the objects of the company, its objects are unrestricted. (2) If a company amends its articles so as to add, remove or alter a...

• Section 29 - Documents to be provided to members
  

  (1) A company shall, on being requested to do so by a member of the company, send to the member the following documents— (a) an up-to-date copy of the articles of the company; (b) a copy of any...

• Section 30 - Effect of company’s constitution
  

  (1) A company's constitution binds the company and its members to the same extent as if the company and its members had covenanted agreed with each other to observe the constitution. (2) Money...

• Section 31 - Right to participate is profits otherwise than a member is void
  

  In the case of a company limited by guarantee, a provision in the articles of the company, or in a resolution of the company, purporting to give a person a right to participate in the divisible...

• Section 32 - Application to single member companies of enactment and rules of law
  

  Any enactment or rule of law applicable to companies formed by two or more persons or having two or more members applies with any necessary modification in relation to a company formed by one person...

• Section 33 - Company’s capacity
  

  The validity of an act or omission of a company may not be called into question on the ground of lack of capacity because of a provision in the constitution of the company.

• Section 34 - Power of directors to bind company
  

  (1) In favour of a person dealing with a company in good faith, the power of the directors to bind the company, or authorise others to do so, is free of any is limitation contained in the company's...

• Section 35 - Company contracts
  

  (1) A contract may be made— (a) by a company, in writing; or (b) on behalf of a company, by a person acting under its authority, express or implied. (2) Any formalities required by law for a...

• Section 36 - Constitutional limitations: transactions involving directors or their associates
  

  (1) This section applies to a transaction if or to the extent that its validity depends on section 34. (2) Nothing in this section precludes the operation of any other written law under which the...

• Section 37 - Execution of documents
  

  (1) deleted by Act No. 1 of 2020, s. 30. (2) A document is validly executed by a company if it is signed on behalf of the company— (a) by two authorised signatories; or (b) by a director of the...

• Section 39 - Execution of deeds by companies
  

  (1) A document is validly executed by a company as a deed only if the document is— (a) duly executed by the company; and (b) delivered as a deed. (2) For the purposes of subsection (1)(b), a...

• Section 40 - Execution of deeds or other documents by attorney
  

  (1) A company may, in writing, authorise person, either generally or in respect of specified matters, as its attorney to execute deeds or other documents on its behalf. (2) A deed or other document...

• Section 41 - Authentication of documents
  

  A document or proceedings requiring authentication by a company is sufficiently authenticated by a signature of a person authorised by the company to act on its behalf.

• Section 44 - Pre-incorporation contracts, deeds and obligations
  

  (1) A contract that purports to be made by or on behalf of a company at a time when the company has not been formed has effect, subject to any agreement to the contrary, as a contract made with the...

• Section 45 - Execution of bills of exchange and promissory notes by companies
  

  A bill of exchange or promissory note is binding on a company if made, accepted or endorsed in the name of, by or on behalf or on account, of the company by a person acting under its authority.

• Section 46 - Company to have registered office
  

  A company shall at all times ensure that it has a registered office to which all communication and notices registered office may be addressed.

• Section 47 - Company to notify change of address of registered office
  

  (1) A company may change the address of its registered office by lodging with the Registrar for registration a notice of the change. (2) The change of address takes effect only when it is registered...

• Section 48 - Reservation of name
  

  (1) The Registrar may, on written application reserve a name pending registration of a company or change of name by a company. (2) The reservation of a name under subsection (1) remains in force for...

• Section 49 - Prohibited names
  

  (1) The Registrar may not register a company by a particular name if— (a) the use of the name would constitute an offence; (b) the name consists of abbreviations or initials not authorised by...

• Section 50 - Name suggesting connection with the State or local or public authority
  

  The approval of the Registrar is required for a company to be registered under this Act by a name that would be likely to give the impression that the company is connected with— (a) a State...

• Section 51 - Applicant to seek views of specified public officer or body if regulations so require
  

  (1) If the regulations so require, an applicant for the Registrar's approval for the use of a specified name, or a name of a specified description, shall seek the views of a specified public officer...

• Section 52 - Regulations may permit or prohibit the use of certain characters, signs or symbols
  

  (1) The regulations may— (a) provide for the letters or other characters, signs or symbols, including accents and other diacritical marks, and punctuation that may be used in the name of a company...

• Section 53 - Registration of public limited companies
  

  A company that is both a limited company and a public company may only be registered with a name that ends with the words "public limited company" or the abbreviation "plc".

• Section 54 - Registration of private limited companies
  

  A company that is both a limited company and private company may be registered only with a name that ends with the word "limited" or the abbreviation "ltd."

• Section 55 - Exemption from requirement to use of “limited”
  

  The Cabinet Secretary may, by notice given to the company, exempt a private company from using the word "limited" or "Itd" as required by section 54.

• Section 56 - Inappropriate use of company type or legal form
  

  (1) The regulations may prohibit the use in a company name of specified words, expressions or other indications— (a) that are associated with a particular type of company or kind of organisation;...

• Section 57 - Name not to be the same a another in the index
  

  (1) The Registrar shall not register a company under this Act by a name that is the same as another name appearing in the index of company names. (2) The regulations may provide— (a) that...

• Section 58 - Power to direct change of name in case of similarity to existing name
  

  (1) The Registrar may direct a company to change its name if it has been registered by a name that is the same as or, in the opinion of the Registrar, too similar to— (a) a name appearing at the...

• Section 59 - Power to make regulations for purposes of sections 57 and 58
  

  For the purposes of sections 57 and 58, the regulations may provide for either or both of the following. (a) matters that are to be disregarded in deciding whether or not names are the same or are...

• Section 60 - Power of Registrar to direct company to change its name because of misleading information given for registration of company or because its name gives misleading indication of company’s activities
  

  (1) The Registrar may direct a company to change its name if of the opinion— (a) that misleading information has been given for the purposes of a company's registration by a particular name and that...

• Section 61 - Company may apply to court for order to quash direction under section 60
  

  (1) A company that is dissatisfied with a direction given to it under section 60 may apply to the Court to quash the direction. (2) An application under subsection (1) is ineffective if not made...