Section 85 of The Companies Act No. 17 of 2015: 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 resolution that it should be so converted has been passed
that complies with subsection (3);
(b) the company has not previously been registered as a private limited
company;
(c) an application for registration of the conversion is lodged with the
Registrar in accordance with section 86; and
(d) the company has made such changes to its, name and to its articles
as are necessary in connection with its becoming a private company
limited by shares.
(3) A special resolution has no effect unless it states whether the company is
to be limited by shares or by guarantee.
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- 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...
- Section 108 - Prohibition on subsidiary being a member of its holding company
(1) Except as provided in sections 109 and 110—
(a) a body corporate may not be a member of a company that is its holding
company; and
(b) any allotment or transfer of shares in a company to its...
- Section 109 - Subsidiary acting as executor, administrator or trustee
(1) The prohibition in section 108(1)(a) does not apply if the subsidiary is acting
only in the capacity of—
(a) executor or administrator; or
(b) trustee unless the subsidiary's holding company or...
- Section 110 - Interest to be disregarded: residual interest under pension scheme or employees’ share scheme
(1) If shares in a company are held in trust for the purposes of a pension scheme
or an employees' share scheme, any residual interest that has not yet vested in
possession. is to be disregarded for...
- Section 111 - Employers' rights of recovery under pension scheme or employees' share scheme
(1) For purposes of section 110, if shares in a company are held in trust for
the purposes of a pension scheme or an employees' share scheme, of any charge
security right or lien on, or set-off...
- Section 112 - Subsidiary acting as authorised dealer in securities
(1) The prohibition in section 108 does not apply if the shares are held by the
subsidiary in the ordinary course of its business as an intermediary.
(2) For the purposes of subsection (1), a...
- Section 113 - Protection of third parties in cases if subsidiary acting as dealer in securities
If—
(a) a subsidiary that is a dealer in securities has purportedly acquired
shares in its holding company in contravention of the prohibition in
section 108; and
(b) a person acting in good faith...
- Section 114 - Effect of provisions of articles relating to enjoyment or exercise of rights of members
(1) This section applies to a provision in the articles of a company that enables
a member to nominate another person or persons to enjoy or exercise all or any
specified rights of the member in...
- Section 115 - Traded companies: nomination of persons to enjoy information rights
(1) A member of a company whose shares are admitted to trading on a
regulated market and who holds shares on behalf of another person may nominate
a person to enjoy information rights.
(2) The...
- Section 116 - Information rights: form in which copies to be provided
(1) If the person to be nominated under section 115 wishes to receive copies
of documents or other information in hard copy form, that person shall, before the
nomination is made—
(a) request the...
- Section 117 - Information on possible rights in relation to voting
(1) When a company sends a copy of a notice of a meeting to a person
nominated under section 115, it shall also send to that person a statement that—
(a) the nominated person may have a right under...
- Section 118 - Information rights and status of rights
(1) This section has effect as regards the rights conferred by a nomination
under section 115.
(2) Enjoyment by the nominated person of the rights conferred by the
nomination is enforceable against...
- Section 119 - Termination or suspension of nomination
(1) The nomination of a person under section 115 may be terminated at the
request of the member or of the nominated person.
(2) The nomination ceases to have effect on the occurrence in relation to...
- Section 120 - Exercise of rights if shares held on behalf of others
(1) If a member holds shares in a company on behalf of more than one person—
(a) rights attached to the shares; and
(b) rights under any written law exercisable because of holding the
shares,
need...
- Section 121 - Exercise of rights if shares held on behalf of others: members’ requests
(1) This section applies to sections 289, 312 and 766.
(2) A company is required to act under a section to which this section applies if it receives a request that complies with the following...
- Section 122 - Persons who are connected with a director for purposes of this Part
(1) For the purposes of this Part, a person is connected with a director of a company if the person is—
(a) a member of the director's family as defined in section 123;
(b) a body corporate with...
- Section 123 - Members of a director’s family
For the purposes of this Part, a person is member of a director's family if the person is—
(a) the director's spouse;
(b) a child or step-child of the director;
(c) a child or step-child of the...
- Section 124 - When a director connected with a body corporate for purposes of this Part
(1) In this Part, a director is connected with a body corporate if, but only if, the director and the persons connected with the director together—
(a) are interested in shares comprised in the...
- Section 125 - When a director is to be regarded as controlling a body corporate for purposes of this Part
(1) For the purposes of this Part, a director of a company is taken to control a body corporate if, but only if—
(a) the director or any person connected with the director—
(i) has an interest in...
- Section 126 - When bodies corporate are to be treated as being associated for purposes of this Part
For the purposes of this Part—
(a) bodies corporate are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and
(b) companies are associated if one is...
- Section 127 - References to company’s constitution
A reference in this Part to a company’s constitution includes—
(a) any resolution or other decision made in accordance with the constitution; and
(b) any decision by the members of the company, or a...
- Section 128 - Company required to have directors
(1) A private company is required to have at least one director.
(2) A public company is required to have at least two directors.
- Section 129 - Company required to have at least one natural person as a director
(1) A company is required to have at least one director who is a natural person.
(2) Subsection (1) is complied with if the office of director is held by a natural person as a corporation sole or...
- Section 130 - Direction requiring company to make appointment
(1) On forming the opinion that a company is in breach of section 128 or 129,the Registrar may give the company a direction in accordance with subsection (2). (2) A direction is in accordance with...
- Section 131 - Minimum age for director
(1) A person who has not reached eighteen years of age may not be appointedto be a director of a company.
(2) An appointment made in contravention of subsection (1) is void.
- Section 132 - Appointment of director of public company
(1) A public company shall ensure that at a general meeting of the company amotion for the appointment of two or more persons as directors of the company by a single resolution is moved only if a...
- Section 133 - Validity of acts of directors
(1) The acts of a director are valid even if it is later discovered that—
(a) the appointment of the director was defective; or
(b) the director—
(i) was disqualified from holding office;
(ii) had...
- Section 134 - Company to keep register of directors
(1) Every company shall keep a register of its directors.
(2) A company shall ensure that its register of directors complies with sections135 and 136.
(3) A company shall keep its register of...