Filetype PDF | Posted on 21 Jan 2023 | 2 years ago
Authentication
digital resources
197x Filetype PDF File size 1.09 MB Source: www.cipa.co.bw
COMPANIES
Chapter 42:01
Companies [CAP. 42:01
CHAPTER 42:01
COMPANIES
ARRANGEMENT OF SECTIONS
PART I Preliminary
SECTION
1. Short title
2. Interpretation
3. Non-application of Act to certain institutions
4. Restricted application of Act in case of insurance companies
5. Registrar of companies
PART II Incorporation of Companies and matters incidental thereto
Prohibition of partnership exceeding 20 persons
6. Prohibition of association or partnership exceeding 20 persons
Memorandum of Association
7. Mode of forming company
8. Memorandum of company
9. Signing of memorandum
10. Restriction on alteration of memorandum
11. Alteration of conditions in memorandum which could have been
contained in articles and alteration of objects of company
Articles of Association
12. Articles prescribing regulations for companies
13. Regulations required in case of company limited by guarantee
14. Application of Table A and void provisions
15. Form and signature of articles
16. Alteration of articles
Registration
17. Registration of memorandum and articles
18. Effect of registration and use of seal
19. Conclusiveness of certificate of incorporation
Provisions with respect to names of Companies
20. Name
21. Change of name
22. Power to dispense with "Limited" in certain cases
General Provisions with respect to Memorandum and Articles
23. Effect of memorandum and articles
24. Copies of memorandum and articles to be given to members
25. Copies of memorandum and articles to embody alterations
42:1
CAP. 42:01] Companies
SECTION Membership of Company
26. Definition of member
27. Membership of holding company
28. Liability of members when fewer than legal minimum
Private Companies
29. Definition of private company
30. Consequences of default in complying with conditions for a
private company
31. Procedure on company ceasing to be a private company
Contracts, etc.
32. Ratification of contracts
33. Form of contracts
34. Promissory notes and bills of exchange
35. Execution of deeds in external countries
36. Official seal for use in external countries
37. Authentication of documents
PART III Share Capital and Debentures
Prospectus
38. Dating of prospectus
39. Matters to be stated and reports to be set out in prospectus
40. Expert's consent to issue of prospectus containing statement by
him
41. Registration of prospectus
42. Restriction on variation of terms of contract in prospectus, etc.
43. Civil liability for mis-statements in prospectus
44. Criminal liability for mis-statements in prospectus
45. Responsibility of underwriter to make sworn declaration of his
ability to carry out his obligations
46. Document containing offer of shares or debentures for sale to be
deemed prospectus
47. Interpretation of provisions relating to prospectus
48. Construction of references to offering shares or debentures to the
public
49. Restriction on offering to sell or purchase shares
Allotment
50. Prohibition of allotment unless minimum subscription received
51. Prohibition of allotment in certain cases unless statement in lieu
of prospectus delivered to Registrar
52. Effect of irregular allotment
53. Allotment voidable if application form not attached to prospectus
54. Application for and allotment of shares
42:2 55. Register and return as to allotments
Companies [CAP. 42:01
Commissions and Discounts
SECTION
56. Power to pay certain commissions and prohibition of payment of
all other commissions, discounts, etc.
57. Prohibition of financial assistance by company for purchase of its
own or its holding company's shares
Issue of Shares at Premium and Redeemable Preference Shares
58. Application of premiums received on issue of shares
59. Power to issue redeemable preference shares
Miscellaneous Provisions as to Share Capital
60. Power of company to arrange for different amounts being paid on
shares
61. Reserve liability of company
62. Power of company to alter its share capital
63. Notice to Registrar of consolidation of share capital, conversion
of shares into stock, etc.
64. Notice of increase of share capital
65. Variation of the rights attaching to shares
Reduction of Share Capital
66. Special resolution for reduction of share capital
67. Application to court to confirm order, objections by creditors, etc.
68. Order confirming reduction and powers of court therein
69. Registration of order and minute of reduction
70. Liability of members in respect of reduced shares
71. Penalty for concealing name of creditor, etc.
Transfer of Shares and Debentures, Evidence of Title, etc.
72. Nature and numbering of shares
73. Transfer not to be registered except on production of instrument
of
transfer
74. Registration of transfer at request of transferor
75. Notice of refusal to register transfer
76. Transfer by executor
77. Duties of company with respect to issue of certificates
78. Certificate to be evidence of title
79. Unlawful personation
Special Provisions as to Mortgages and Debentures
80. Creation and registration of debentures
81. Register of mortgages and debentures and register of debenture
holders
82. Power to re-issue redeemed debentures in certain cases
83. Specific performance of contract
42:3
no reviews yet
Please Login to review.
