Section 58 of The Companies Act No. 17 of 2015: 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 time of the registration in the Registrar's
index of company names; or
(b) a name that should have appeared in that index at that time.
(2) A direction under subsection (1) may be given only within twelve months
after the date on which the company concerned was registered or within such
extended period as the Registrar may specify in writing in a particular case.
(3) In giving a direction under subsection (1), the Registrar shall specify the
period within which the company is required to comply with the direction.
(4) The regulations may further provide—
(a) that no direction is to be given under this section in respect of a name
—
(i) in specified circumstances; or
(ii) if specified consent is given; and
(b) that a subsequent change of circumstances or withdrawal of consent
does not give rise to grounds for a direction under this section.
(5) If the company does not comply with the direction issued under subsection
(1) within fourteen days, the Registrar shall publish a notice in the Gazette to strike
the name of the company off the Register.
(6) As soon as practicable after striking the name of the company off the
Register, the Registrar shall publish in the Gazette a notice indicating that the name
of the company has been struck off the register.
(7) Upon publication of the notice under subsection (6), the company shall be
deemed to have been dissolved.
(8) Despite subsection (7)—
(a) the liability, if any, of every officer and member of the company
shall continue and may be enforced as if the company had not been
dissolved; and
(b) nothing in this section shall affect the power of the Court to liquidate
a company the name of which has been struck off the Register.
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- 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...
- Section 62 - Company may change the name
A company may change its name—
(a) by special resolution or as may be provided for by the articles of the
company;
(b) by resolution of the directors acting in accordance with a direction by
the...
- Section 63 - Change of name by special resolution
(1) Within fourteen days after a change of name has been agreed to by a
company by special resolution, the company shall lodge with the Registrar for
registration a notice of change, together with a...
- Section 64 - Change of name by means provided for in articles of company
(1) Within fourteen days after a company changes its name by other means
provided for in its articles, it shall lodge with the Registrar for registration notice
of the change, together with a...
- Section 65 - Change of name: registration and issue of certificate of change of name
(1) On receiving a notice of a change of company's name and on being
satisfied—
(a) that the new name complies with the requirements of this Act; and
(b) that the requirements of this Act and any...
- Section 66 - Effect of change of name
(1) A change of a company's name has effect from the date on which the
certificate of change of name is issued.
(2) The change does not affect any rights or obligations of the company or
invalidate...
- Section 67 - Company to display its company name etc
(1) A company shall—
(a) display its name and other prescribed information in specified places;
(b) state prescribed information in prescribed kinds of the company's
documents and communications;...
- Section 68 - Minor variations in form of name
(1) In relation to the name of a company, no account is to be taken of whether—
(a) upper or lower case characters or a combination of the two are used;
(b) diacritical marks or punctuation are...
- Section 69 - How companies may alter their status
A company can, in accordance with this Part, convert itself—
(a) from being a private company into being a public company;
(b) from being a public company into being a private company;
(c) from...
- Section 70 - Conversion of private company to public company
(1) A private company, whether limited or unlimited, can convert itself into a
public company limited by shares if (but only if)—
(a) it passes a special resolution to that effect;
(b) the...
- Section 71 - Requirement as to share capital
(1) A company that has resolved to convert itself into a public company
may lodge an application for registration of the conversion only if the following
requirements are satisfied—
(a) the nominal...
- Section 72 - Requirements as to net assets
(1) A private company that has resolved to convert itself into a public company
may not apply to have the conversion registered unless—
(a) a balance sheet prepared as at a date not more than seven...
- Section 73 - Recent allotment of shares for non-cash consideration
(1) This section applies to shares that are allotted by a company during the
period between the date as at which the balance sheet required by section 72 is
prepared and the passing of the...
- Section 74 - Requirements for registration of conversion of private company
(1) The Registrar shall refuse an application for the registration of the
conversion of a company into public company if the application does not comply
with subsection (2).
(2) An application for...
- Section 75 - Statement of proposed secretary
(1) The statement of the company's proposed secretary complies with this
section only if—
(a) it contains the required particulars of the person who is or the persons
who are to be the secretary or...
- Section 76 - Registrar to issue certificate of incorporation on registration of conversion
(1) The Registrar shall register the conversion of a company into a public
company if satisfied that the registration of application for registration complies with
the requirements of this...
- Section 77 - Conversion of public company into private limited company
(1) A public company can convert itself into a private limited company if—
(a) a special resolution to that effect is passed;
(b) the conditions specified in subsection (2) are satisfied; and
(c)...
- Section 78 - Application to Court to cancel conversion resolution
(1) If a special resolution by a public company to convert itself into a private
limited company has been passed, an application to the Court for the cancellation
of the resolution may be made—
(a)...
- Section 79 - Notices of application to Court and court order application or order to be given to Registrar
(1) On making an application under section 78, the applicants, or the person
making the application on their behalf, shall immediately give notice to the
Registrar.
(2) Subsection (1) applies...
- Section 80 - Requirements for registration of conversion of public company into private company
The Registrar may not register the conversion of a public company as a private
limited company unless the application for registration—
(a) contains a statement of the company's new name on...
- Section 81 - Registrar to issue certificate of incorporation on registration of conversion
(1) The Registrar shall register the conversion of a public company into a private
limited company if satisfied that the application for registration complies with the
requirements of this...
- Section 82 - Registration of conversion of private limited company into unlimited company
(1) A private limited company may convert itself into an unlimited company if—
(a) all the members of the company have assented to its conversion;
(b) the company has not previously been registered...
- Section 83 - Requirements for application for registration of conversion of company into unlimited company
The Registrar may not register the conversion of a company as an unlimited
company unless the application for registration—
(a) contains a statement of the company's new name on conversion; and
(b)...
- Section 84 - Registrar to issue certificate of incorporation on registration of conversion
(1) The Registrar shall register the conversion of a private limited company into
an unlimited company if satisfied that the application for registration complies with
the requirements of this...
- Section 85 - Conversion of unlimited company into a private limited company
(1) An unlimited company may convert itself into a private limited company if
(but only if) the conditions specified in subsection (2) are complied with.
(2) The conditions are that—
(a) a special...
- Section 86 - Requirements for registration of unlimited company as private limited company
(1) The Registrar may not register the conversion of an unlimited company as
a private limited company unless the application for registration—
(a) contains a statement of the company's new name on...
- Section 87 - Registrar to issue certificate of incorporation on registration of conversion
(1) The Registrar shall register the conversion an unlimited company into a
private limited company if satisfied that the application for registration complies
with the requirements of this...
- Section 88 - Statement of capital required if company already has share capital
(1) If, in the case of a company whose conversion has been registered under
section 87, the company has already allotted share capital, it shall, within fourteen
days after the registration, lodge...
- Section 89 - Conversion of public company into private and unlimited company
(1) A public company limited by shares may convert itself into an unlimited
private company with a share capital if—
(a) all the members of the company have assented to its being so
converted;
(b)...
- Section 90 - Registrar not to register conversion unless application for registration complies with prescribed requirements
The Registrar shall not register the conversion of a public limited company into
an unlimited private company unless the application for registration—
(a) contains a statement of the company's new...
- Section 91 - Registrar to issue certificate of incorporation on registration of conversion
(1) The Registrar shall register the conversion of a public company into an
unlimited private company if satisfied that the application for registration complies
with the requirements of this...
- Section 92 - How persons become members of company
(1) The subscribers to the memorandum and articles become members of the
company on the registration of the company.
(2) As soon as practicable after the registration of the company, it shall...
- Section 93 - Company to keep register of members
(1) Every company shall keep a register of its members which shall include
information relating to beneficial owners of the company, if any.
(2) A company shall enter in its register of...
- Section 93A - Company to keep register of beneficial owners
(1) Every company shall keep a register of its beneficial owners.
(2) A company shall enter in its register of beneficial owners, information
relating to its beneficial
owners as prescribed in the...
- Section 94 - Company to keep register of members of its registered office
(1) Except in so far as the regulations otherwise provide, a company shall
ensure that its register of members is—
(a) kept at its registered office;
(aa) if the register is prepared at another...
- Section 95 - Certain companies to keep index of members
(1) A company that has more than fifty members shall keep an index of the
names of the members of the company, unless the register of members is in such
a form as to constitute in itself an...
- Section 96 - Rights of persons to inspect register of members and require copies
(1) A public company shall keep its register of members and its index of
members (if any) open for inspection by—
(a) a member of the company without charge; and
(b) any other person on payment of...
- Section 97 - Consequences of company refusing inspection of its register or to provide copy of its register of members
(1) Within five working days after receiving a request under section 96, a
company shall either—
(a) comply with the request or decline it by giving sufficient reasons in
writing; or
(b) apply to...
- Section 98 - Offence to refuse inspection of register of members or to fail to provide copy
(1) If a company—
(a) refuses to allow an inspection required under section 96; or
(b) fails to provide a copy required under that section,
otherwise than in accordance with an order of the Court,...
- Section 99 - Register of members: offences in connection with request for or disclosure of information
(1) A person who makes a request under section 96 that contains a statement
that the person knows, or has reason to suspect, is false or misleading in a material
respect commits an offence.
(2) A...
- Section 100 - Company to provide information as to state of register of members and index of members’ names
(1) When a person inspects a company's register of members, or a company
provides the person with a copy of the register or any part of it, the company shall
inform the person of the most recent...
- Section 101 - Removal of entries relating to former members
(1) A company may expunge from its register of members an entry relating to
a person who was formerly a member of the company after the expiry of ten years
after the date on which the person ceased...
- Section 102 - Single member companies
(1) If a limited company is formed under this Act with only one member, the
Registrar shall enter in the register of members of the company, the name and
address of that member and a statement that...
- Section 103 - Power of Court to rectify register
(1) If—
(a) the name of any person is, without sufficient cause, entered in or
omitted from the register of members of a company; or
(b) the cessation of membership of a person who has ceased to be...
- Section 104 - Trusts not to be entered on register
(1) A company shall not accept, and shall not enter in its register of members,
notice of any trust, expressed, implied or constructive.
(2) If a company contravenes subsection (1), the company, and...
- Section 105 - Register to be evidence
Until the contrary is proved, the register of members of a company is evidence
of the matters required or authorised to be included in it.
- Section 106 - Time limit for claims arising from entry in register
(1) Liability incurred by a company—
(a) from making or deleting an entry in the register of members; or
(b) from failing to make or delete any such entry,
is not enforceable more than ten years...
- Section 107 - Interpretation: Division 3
(1) In relation to a company other than a company limited by shares, a reference
in this Division to shares is a reference to the interest of its members as such,
whatever the form of that...