Companies [No. 10 of 2017 393 - National Assembly of Zambia

1 Companies [No. 10 of 2017 393 THE Companies ACT, 2017 ARRANGEMENTOFSECTIONSPART title and of in other of ActPART of Companies to be Companies limited by limited by guarantee11. Private unlimited companies12. Application for of of incorporation and share to be evidence of status of registered effect of of certificate of of application for of Companies and Register of Beneficial OwnersPART , powers and rights of of of of of articles of of articles of associationSingle copies of this Act may be obtained from the Government Printer, Box 30136, 10101 Lusaka, Price No. 10 of 2017] office and change of registered of name of kept at company s registered of directors and of company and execution of seal for use of documents on of documents by companyPART name to end with PLC or to omit or dispense with Limited in name ofcompany limited by of approval to dispense with Limited and approval of proposed of application for approval of of company of may direct change of with incorrect name not where company name incorrectly stated46.

2 Publication of change of company name prior to public effect of change of namePART VCONVERSIONOFCOMPANIES48. Conversion of private company limited by shares into companylimited by guarantee49. Conversion of private company limited by shares into of company limited by guarantee into companylimited by shares or unlimited company51. Conversion of unlimited company into private limited of public company into private company limitedby of private company limited by shares into of of penalty by Registrar for non-complianceCompanies[No. 10 of 2017 395 PART of general to be transacted at annual general general of general to receive notice of of notice for convening by order of of at of meetings and s declaration as to result of to demand poll70. Voting on of body corporates and unincorporatedassociations at meetings73. Circulation of members resolutions and supporting of members to circulate members to ordinary , extraordinary, and special resolutionsin other resolutions for private of of certain of proceedings of of minute booksPART of company of body corporate as company of and duties of on powers of powers of committees396 No.]

3 10 of 2017] of directors falling below prescribed requirements of of by court from holding office of before appointment as and subsequent of directors by of director from in office of director and filling up of of change of directorship and done in dual capacity as director and to directors by to comply with Act and articles105. General responsibilities of directors106. Fiduciary duties of to avoid conflict of of interest not to accept third party of interest of of transaction in which director has of avoiding transaction onbona of information114. Disclosure of interest in shares issued, acquired or disposedof by on director regarding disposal of s liability on share for Companies dealing in for of other distributions by special of director for breach of of decisions by executive and indemnity with regard to decisions madebonafidePART VIIISHAREHOLDERS in respect of beneficial interest in ownership of sharesCompanies[No.

4 10 of 2017 397125. Liability of of former of person ceasing to be shareholder beforeshareholders liability becomes not required to acquire shares by alteration toarticles129. Liability of personal of of powers reserved for to acquire shares of minority on of minority on against oppression of minority on and interest of shareholder requiring company to purchase of shareholder to commence actionPART of share and powers attaching to of shares and rights of class premium of shares on incorporation and of other and surrender of on allotment of of share of reduction by for to be determined by to consideration for to issue of options and convertible issue of share is issued158. Board to authorise distribution of dividends398 No. 10 of 2017] to be paid out of in lieu of of distributions of of shareholder s liability and may acquire fully paid-up of company s own may make offer to acquire offers to acquire exchange acquisitions subject to prior notice document for securities exchange exchange acquisitions not subject to prior noticeto of shares of contract to repurchase may hold its own shares174.

5 Suspension of rights and obligations attaching to shares heldby company in of shares held by company in at option of redemption of of redeemed at option of on fixed on financial assistance in acquisition of of restrictions for private Companies and subsidiary may not hold shares in holding of shareholder s of on of shares by operation of of transmission of shares by operation of s lien on and options to subscribe for share issue to directors,officers and employeesCompanies[No. 10 of 2017 to return accumulated profits in reduction of paid-upshare capital195. Company to maintain share and beneficial ownership of share and beneficial ownership of legal title to shares198. Directors duty to supervise share and beneficial of court to rectify share to be entered on beneficial ownership representative to be of bankrupt to be of share to reissue redeemed debenture206. Specific performance of contracts for debenture in regulated companiesPART of sale by publication of to public to acquire shares and debentures211.]

6 Prospectus required for invitation to public to purchase sharesor of s of in debenture to stock exchange listing in prospectus-allotmentof shares217. Civil liability for misstatements or omissions in of misstatement or omission in trading of agreement before end of waiting of application after waiting period222. Allotment and minimum in lieu of of waiver and notice clause400 No. 10 of 2017]CompaniesPART of of title to of as assignee for debenture to copies of trust debentures to be so of debenture of debentures secured by trust of other debenture of redeemed to secure fluctuating s register of s register of of charges by to be issued by Registrar240. of satisfaction and release of property from of registered of enforcement of security by of registration on of time for lodgementPART XIIACCOUNTINGRECORDS, to keep accounting of accounting financial statements to include amounts paid financial statements to include particulars of loansto to make disclosure of loans and of financial position to be signed by directors253.

7 Appointment of auditors254. Auditing of auditor s of of auditorCompanies[No. 10 of 2017 to avoid conflict of s to s attendance at annual general auditor s private company need not appoint of auditor for small private of audited financial for financial statement to provide consolidated financial income statement when company for financial statement of return to Registrar271. Filing of annual returns in receivership or liquidation272. No change lodged with annual return of public of adopted date given to to prepare annual annual report to of annual of company s to be made available for inspection by of of inspectionPART proposal284. Amalgamation for submission to before amalgamation287. Approving amalgamation of amalgamation to of documents for of amalgamation or of amalgamating Companies from , rights, powers and privileges of amalgamatedcompany402 No. 10 of 2017]Companies293.

8 Liabilities and obligations of amalgamated of Court ruling by or against amalgamatedcompany295. Objection to of shares and rights in amalgamation proposalPART of Act to existing foreign of foreign of foreign place of year of foreign required on alteration of registered company to appoint local of local on foreign accounts of foreign of accounting of foreign of name of foreign of charges by foreign of winding up of foreign up of foreign company in of business of foreign to the public relating to foreign to public relating to other foreign corporates316. Penalties and disabilitiesPART of Registrar to deregister on application by to act as representative of deregistered companyin certain eventsPART of of Companies OfficeCompanies[No. 10 of 2017 of of of of registers and lodged of of of fees329. Collection of informationPART XVIIENFORCEMENTANDGENERALPROVISIONS330. of derivative action to be met by of Court where leave is , settlement, or withdrawal of derivative by member against by members against by member to require company to of certain actions of of discretionary against a decision of to sit with assessors in determining to act as soon as to act in accordance with decision of to Court by to appear in legal of officers as regards official for of documents350.]

9 Extension of to be in official and of entries and or destruction of of to keep books358. Failure to provide documents404 No. 10 of 2017]Companies359. Furnishing false use or destruction of of for carrying on business prohibited from managing to comply with registration requirements andimproper use of PLC or Limited for failure to pay from liability for actions or or influencing Registrar or and abetting representation about Companies Office370. Administrative by body corporate or unincorporated Transitional provisionsSCHEDULESC ompanies[No. 10 of 2017 405 EnactmentShort titleandcommence-mentAn Act to promote the development of the economy byencouraging entrepreneurship, enterprise efficiency,flexibility and simplicity in the formation and maintenanceofcompanies;providef ortheincorporation,categorisation, management and administration ofdifferent types of Companies ; provide the procedure forthe approval of company names, change of name andconversion of Companies ; provide for shareholders rightsand obligations, the conduct of meetings and the passingof resolutions by shareholders ; to encourage transparencyand high standards of corporate governance by providingfor the functions and obligations of company secretariesand directors; provide for issue of shares, share capitalrequirements, procedures for alteration and reduction ofshare capital and disclosure requirements of Companies .

10 Provide for the public issue of shares, the issue andregistration of charges and debentures; incorporatefinancial reporting provisions, maintenance of accountingrecords, and access to financial information of Companies ;provide for amalgamations; provide for the registrationof foreign Companies doing business in Zambia ; providefor the deregistration of Companies ; repeal and replacethe Companies Act, 1994; and provide for mattersconnected with or incidental to the foregoing.[20th November, 2017 ENACTED by the Parliament of ZambiaPART Act may be cited as the Companies Act, 2017 andshall come into operation on a date that the Minister may appointby Statutory OF ZAMBIAACTNo. 10 of 2017 Date of Assent: 17th November, 2017406 No. 10 of 2017] to this Act, this Act shall also apply to (a)a body corporate; and(b)an existing company incorporated in accordance with therepealed Act as if it was incorporated in accordancewith this this Act, unless the context otherwise requires Agency means the Patents and Companies RegistrationAgency established in accordance with the Patents andCompanies Registration Act, 2010; accounts means the financial statements of a companytogether with accompanying notes, but does not include anauditors report or annual report of the company; accountant means a person qualified in the theory andpractice of accountancy, audit, tax consultancy and taxadvisory registered in accordance with the AccountantsAct, 2008; accounting records include (a)invoices, receipts, orders for the payment of money,bills of exchange, cheques, promissory notes,vouchers and other documents of prime entry.