LML4806 - Companies Act 71 2008

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9. Modified application with respect to state-owned companies
10. Modified application with respect to non-profit companies

CHAPTER 2

FORMATION, ADMINISTRATION AND DISSOLUTION OF COMPANIES

Part A 5

Reservation and registration of company names

11. Criteria for names of companies
12. Reservation of name for later use

Part B

Incorporation and legal status of companies 10

13. Right to incorporate company
14. Registration of company
15. Memorandum of Incorporation, shareholder agreements and rules of
company
16. Amending Memorandum of Incorporation 15
17. Alterations, translations and consolidations of Memorandum of Incorporation
18. Authenticity of versions of Memorandum of Incorporation
19. Legal status of companies
20. Validity of company actions
21. Pre-incorporation contracts 20
22. Reckless trading prohibited

Part C

Transparency, accountability and integrity of companies

23. External companies and registered office
24. Form and standards for company records 25
25. Location of company records
26. Access to company records
27. Financial year of company
28. Accounting records
29. Financial statements 30
30. Annual financial statements
31. Access to financial statements or related information
32. Use of company name and registration number
33. Annual return
34. Additional accountability requirements for certain companies 35

Part D

Capitalisation of profit companies

35. Legal nature of company shares and requirement to have shareholders
36. Authorisation for shares
37. Preferences, rights, limitations and other share terms 40
38. Issuing shares
39. Pre-emptive right to be offered and to subscribe shares
40. Consideration for shares
41. Shareholder approval for issuing shares in certain cases
42. Options for subscription of securities 45
43. Securities other than shares
44. Financial assistance for subscription of securities

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45. Loans or other financial assistance to directors
46. Distributions must be authorised by board
47. Capitalisation shares
48. Company or subsidiary acquiring company’s shares

Part E 5

Securities registration and transfer

49. Securities to be evidenced by certificates or uncertificated
50. Securities register and numbering
51. Registration and transfer of certificated securities
52. Registration of uncertificated securities 10
53. Transfer of uncertificated securities
54. Substitution of certificated or uncertificated securities
55. Liability relating to uncertificated securities
56. Beneficial interest in securities

Part F 15

Governance of companies

57. Interpretation and restricted application of Part
58. Shareholder right to be represented by proxy
59. Record date for determining shareholder rights
60. Shareholders acting other than at meeting 20
61. Shareholders meetings
62. Notice of meetings
63. Conduct of meetings
64. Meeting quorum and adjournment
65. Shareholder resolutions 25
66. Board, directors and prescribed officers
67. First director or directors
68. Election of directors
69. Ineligibility and disqualification of persons to be director or prescribed officer
70. Vacancies on board 30
71. Removal of directors
72. Board committees
73. Board meetings
74. Directors acting other than at meeting
75. Director’s personal financial interests 35
76. Standards of directors’ conduct
77. Liability of directors and prescribed officers
78. Indemnification and directors’ insurance

Part G

Winding-up of solvent companies and deregistering companies 40

79. Winding-up of solvent companies
80. Voluntary winding-up of solvent company
81. Winding-up of solvent companies by court order
82. Dissolution of companies and removal from register
83. Effect of removal of company from register 45