- 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.
- Section 44 of The Companies Act No. 17 of 2015: 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 person purporting to act for the company
or as agent for it, and the person is personally liable on...
- Section 45 of The Companies Act No. 17 of 2015: 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 of The Companies Act No. 17 of 2015: 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 of The Companies Act No. 17 of 2015: 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 by the
Registrar.
(3) A person is entitled to serve a document on the company at the...
- Section 48 of The Companies Act No. 17 of 2015: 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 a period
of thirty days or such extended period, not exceeding sixty days, as the Registrar
may,...
- Section 49 of The Companies Act No. 17 of 2015: 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 or
under this Act; or
(c) the Registrar is, after taking into account the relevant criteria, of...
- Section 50 of The Companies Act No. 17 of 2015: 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 organ;
(b) a county government; or
(c) any public authority prescribed by the regulations.
- Section 51 of The Companies Act No. 17 of 2015: 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 or body.
(2) If an applicant for the use of a specified name, or a name of a...
- Section 52 of The Companies Act No. 17 of 2015: 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 to be registered under this Act; and
(b) specify a standard style or format for the name of a...
- Section 53 of The Companies Act No. 17 of 2015: 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 of The Companies Act No. 17 of 2015: 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 of The Companies Act No. 17 of 2015: 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 of The Companies Act No. 17 of 2015: 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; or
(b) that are similar to words, expressions or other indications associated
with a particular...
- Section 57 of The Companies Act No. 17 of 2015: 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 registration of a company by a name that would otherwise be
prohibited under this section be permitted...
- 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...
- Section 59 of The Companies Act No. 17 of 2015: 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 too similar;
(b) words or expressions that are to be, or are not to be regarded as the
same or too...
- Section 60 of The Companies Act No. 17 of 2015: 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 an undertaking
or assurance has been given for that purpose and has not been
fulfilled; or
(b)...
- Section 61 of The Companies Act No. 17 of 2015: 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 within twentyone
days after the date on which the direction is notified to the company.
(3) On the...
- Section 62 of The Companies Act No. 17 of 2015: 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 Registrar under section 60;
(c) on the restoration of the company to the Register in accordance...
- Section 63 of The Companies Act No. 17 of 2015: 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 copy of the resolution.
(2) If a change of name by special resolution is conditional on the...
- Section 64 of The Companies Act No. 17 of 2015: 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 statement that the change has been made in
accordance with the company's articles.
(2) The Registrar may...