COMPANIES AND OTHER BUS. Normal ACT

1 COMPANIES and OTHER Business entities 49 Cap. 24:31 No. 4/2019 COMPANIES AND OTHER BUSINESS ENTITIES ACT [CHAPTER 24:31]ARRANGEMENT OF SECTIONSSCHAPTER IPreliminary and administration PA RT IPreliminarySection 1. Short title and date of commencement. 2. Interpretation. 3. When persons deemed to be associates and when persons deemed to control COMPANIES 4. Non-application of Act to certain institutions. 5. Registrable business IIadministration 6. Office for the Registration of COMPANIES and OTHER Business Entities; Registrar, registries and inspectorate. 7. Funds of COMPANIES Office. 8. Annual and OTHER reports of COMPANIES Office. 9. Form of registers and OTHER documents. 10. Forms and tables and application of certain Schedules and licences.

2 11. Registrar s power to refuse registration. 12. Extension of time for lodging returns, etc. 13. Proof of certain facts by affidavit. 14. Inspection and copies of documents in COMPANIES Office and production of documents in evidence. 15. Additional copies of returns or documents. 16. Replacement of lost documents. 17. Exemption from liability for acts or omissions of COMPANIES Office and persons employed IIProvisions Common to COMPANIES and Private Business CorPorations PA RT IGeneral 18. Registration of constitutive documents. 19. Incorporation of COMPANIES and private business corporations and capacity and powers thereof. 20. Effect of registration of constitutive documents and limitation of liability of members of COMPANIES and private business BY VERITAS E-mail: Website: VERITAS MAKES EVERY EFFORT TO ENSURE THE PROVISION OF RELIABLE INFORMATION, BUT CANNOT TAKE LEGAL RESPONSIBILITY FOR INFORMATION SUPPLIED.

3 COMPANIES and OTHER Business entities50No. 4/2019 Cap. 24:31 21. Availability and publicity of constitutive documents. 22. No constructive notice of constitutive documents or OTHER public documents. 23. Copies of constitutive documents to embody alterations. 24. Presumption of regularity; liability not affected by fraud. 25. Prohibition of undesirable name. 26. Change of name. 27. Statement of objects of registered business entity and effect thereof. 28. Provisions in connection with use of names by registered business entities. 29. Lawful use of assumed names by registered business entities. 30. Publication of directors or members names. 31. Postal address, electronic mail address and registered office. 32. Ratification of contracts. 33. Form of contracts.

4 34. Promissory notes and bills of exchange. 35. Execution of documents domestically and in foreign countries. 36. Official seal for use in foreign countries. 37. Authentication of IIinsPection and investiGation 38. Purposes of inspections and investigations and powers in connection therewith. 39. Investigation by Registrar. 40. Investigation on request of minority shareholders. 41. Investigation to determine ownership or control. 42. Investigation of registered business entity s affairs in OTHER cases. 43. Power of inspectors to investigate related registered or unregistered business entities. 44. Production of records and evidence on investigation. 45. Registrar s report. 46. Proceedings on Registrar s report. 47. Expenses of investigation of affairs of registered business entity.

5 48. Power to require information as to holders of shares, debentures or interests. 49. Power to impose restrictions on shares, debentures or interests. 50. Saving for legal practitioners and bankers. 51. Report following investigation to be RT IIIdefunct Business entities 52. Striking off of defunct business entities from register and remedy for persons aggrieved by striking and OTHER Business entities 51 Cap. 24:31 No. 4/2019 53. Undistributed property of dissolved or defunct company or private business corporation: bona vacantia ordersPART IVcommon Provisions RelatinG to fiduciary duties, remedies and LeGal ProceedinGsSubpart A: Duties of office bearers of COMPANIES and private business corporation 54. Duty of care and business judgment rule.

6 55. Duty of B: Duty of loyalty conflicts of interest 56. Transactions involving conflict of interest. 57. Duty to disclose conflict of interest. 58. Avoidance and OTHER remedies for conflict-of-interest C: OTHER legal proceedings and remedies 59. Power of court to grant relief to defendants or potential defendants in certain cases 60. Direct actions by members. 61. Derivative actions by members on entity s behalf. 62. Court remedies in deadlock, fraud, oppression and OTHER situations; piercing the corporate veil. 63. Security for costs. 64. Service of documents. 65. Allegations of voidness, impropriety, etc. by registered business D: Indemnification and insurance 66. Indemnification and insurance of persons referred to in sections 54, 55 and RT Voffences and defaults common to ReGistered Business Entities 67.

7 Penalties for false statements and oaths. 68. Fraudulent, reckless or grossly negligent conduct of business. 69. Fraudulent, reckless or wilful failure of financial accounting; falsification of records. 70. Power to restrain fraudulent persons from managing COMPANIES or controlling PBCs. 71. Unlawful personation and misrepresentation in relation to shares and interests. 72. Obligation to maintain and file beneficial ownership information. 73. Prohibition of concealment of beneficial ownership . 74. Indemnity and civil and criminal liability of officers and auditors of COMPANIES and members of and OTHER Business entities52No. 4/2019 Cap. 24:31 CHAPTER IIIcomPaniesPA RT IintroductionSub-Part A: Incorporation of COMPANIES and matters incidental thereto 75.

8 Prohibition of association or partnership exceeding twenty persons. 76. Mode of forming company. 77. Memorandum of company. 78. Signing of memorandum. 79. Alteration of memorandum. 80. Group voting on amendments to memorandum. 81. Articles of association and alteration thereof. 82. Power to dispense with Limited in certain B: Membership of company 83. Membership of company; personal liability where business carried on with no members. 84. Membership of holding C: Private COMPANIES 85. Definition of private company and consequences of default in complying with conditions for private company. 86. Statement in lieu of prospectus on ceasing to be private D: Co-operative COMPANIES 87. Definition of co-operative company and consequences of default in complying with conditions for co-operative company 88.

9 Co-operative company to maintain reserve fund. 89. Voting rights of members of co-operative company. 90. Application of surplus assets on liquidation of co-operative company. 91. Special method for reduction of share capital. 92. Disposal of produce of members to or through co-operative company. 93. Shares or interest of members: charge and set-off, and immunity from attachment or sale in execution. 94. Company ceasing to be co-operative IIshare caPital and deBenturesSub-Part A: General nature of share capital of COMPANIES 95. Legal nature of shares and requirement to have shareholders. 96. Authorisation for and OTHER Business entities 53 Cap. 24:31 No. 4/2019 97. Preferences, rights, limitations and OTHER share terms. 98. Issuing shares.

10 99. Subscription for additional shares in private COMPANIES . 100. Consideration for shares. 101. Options for subscription for shares or debentures. 102. Solvency and liquidity B: Prospectus 103. Dating of prospectus. 104. Matters to be stated and reports to be set out in prospectus. 105. Expert s consent to issue of prospectus containing statement by him or her. 106. Registration of prospectus. 107. Non-registration of prospectus; unapproved alteration of terms mentioned in prospectus or in statement in lieu of prospectus. 108. Civil liability for misstatements in prospectus. 109. Criminal liability for misstatements in prospectus. 110. Underwriting contract and affidavit to be delivered to Registrar. 111. Document containing offer of shares or debentures for sale to be deemed to be prospectus.