- Section 11 of The Companies Act No. 17 of 2015: 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 to
registration.
(2) A company formed for an unlawful purpose may not be registered.
- Section 12 of The Companies Act No. 17 of 2015: 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 a
company that is to have a share capital, to take at least one share
each.
(2) A company may not be...
- Section 13 of The Companies Act No. 17 of 2015: 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 association of the company; and
(c) except as provided by section 21, a copy of the proposed articles...
- Section 14 of The Companies Act No. 17 of 2015: 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) The statement of capital and initial shareholding complies with this
subsection if it states—
(a)...
- Section 15 of The Companies Act No. 17 of 2015: 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 memorandum of association to be
identified.
(2) The applicant shall also ensure that the...
- Section 16 of The Companies Act No. 17 of 2015: 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 if it contains the required
particulars of—
(a) the person who is, or persons who are, to be the...
- Section 17 of The Companies Act No. 17 of 2015: 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 identifying number.
- Section 18 of The Companies Act No. 17 of 2015: 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 incorporation complies with this section if it states—
(a) the name of the company and its unique...
- Section 19 of The Companies Act No. 17 of 2015: 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 by the name stated in the certificate of incorporation;
(b) the company can do all of the things...
- Section 20 of The Companies Act No. 17 of 2015: 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 any of the provisions of a prescribed version
of model articles.
(4) An amendment to regulations...
- Section 21 of The Companies Act No. 17 of 2015: 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 relevant model articles, so far as
applicable, form part of the company's articles in the same...
- Section 22 of The Companies Act No. 17 of 2015: Amendment of articles
A company may amend its articles only by special resolution.
- Section 23 of The Companies Act No. 17 of 2015: 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 take or subscribe for more shares than the
number held by the person at the date on which the...
- Section 24 of The Companies Act No. 17 of 2015: 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 amendment is passed.
(2) This section does not require a company to set out in its articles...
- Section 25 of The Companies Act No. 17 of 2015: 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; or
(b) to lodge with the Registrar a copy of the company's articles as
amended,
the Registrar may...
- Section 26 of The Companies Act No. 17 of 2015: 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 provisions of the company's articles on
that commencement.
- Section 27 of The Companies Act No. 17 of 2015: 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 resolution or agreement; or
(b) in the case of a resolution or agreement that is not in writing, a...
- Section 28 of The Companies Act No. 17 of 2015: 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 statement
of the company's objects—
(a) it shall lodge with the Registrar for registration a notice...
- Section 29 of The Companies Act No. 17 of 2015: 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 resolution or agreement relating to the company that
has been recorded by the Registrar under section...
- Section 30 of The Companies Act No. 17 of 2015: 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 payable by a member to the company under its constitution is
recoverable in a court of competent...
- Section 31 of The Companies Act No. 17 of 2015: 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 profits of the company otherwise than as a member is
void.
- Section 32 of The Companies Act No. 17 of 2015: 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 or having only one person as a
member.
- Section 33 of The Companies Act No. 17 of 2015: 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 of The Companies Act No. 17 of 2015: 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 constitution.
(2) For purposes of subsection (1)—
(a) a person deals with a company if the person...
- Section 35 of The Companies Act No. 17 of 2015: 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 contract made by a natural person also
apply, unless a contrary intention appears, to a contract made by...
- Section 36 of The Companies Act No. 17 of 2015: 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 transaction can be questioned or any liability to the company may arise.
(3) If—
(a) a company...
- Section 37 of The Companies Act No. 17 of 2015: 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 company in the presence of a witness who attests
the signature.
(3) A document in favour of a...
- Section 39 of The Companies Act No. 17 of 2015: 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 document is presumed to be
delivered when it is executed, unless a contrary intention is proved.
- Section 40 of The Companies Act No. 17 of 2015: 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 executed by a person authorised under
subsection (1) has effect as if executed by the company.
- Section 41 of The Companies Act No. 17 of 2015: 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.