Section 8 of The Companies Act No. 17 of 2015: Unlimited companies

(1) For the purposes of this Act, a company is a private company if— (a) its articles— (i) restrict a member's right to transfer shares; (ii) limit the number of members to fifty; and (iii)...

For the purposes of this Act, a company is a public company if— (a) its articles allow its members the right to transfer their shares in the company; (b) its articles do not prohibit invitations to...

(1) One or more persons who wish to form a company may— (a) subscribe their names to a memorandum of association; and (b) comply with the requirements of sections 13 to 16 with respect...

(1) A memorandum of association is a memorandum stating that the subscribers— (a) wish to form a company under this Act; and (b) agree to become members of the company and, in the case of...

(1) A person who wishes to register a company shall lodge with the Registrar— (a) an application for registration of the company that complies with subsections (2) and (4); (b) a memorandum of...

(1) If the company is to have a share capital, the applicants for registration shall ensure that the requisite statement of capital and initial shareholding comply with subsections (2) and (3). (2)...

(1) The applicant for registration of a company to be limited by guarantee shall ensure that the requisite statement of guarantee contains the prescribed information to enable the subscribers to the...

(1) The applicant for registration shall ensure that the requisite statement of the company's proposed officers complies with subsections (2) and (4). (2) The statement complies with this subsection...

If satisfied that an application for registration complies with the requirements of this Act relating to registration, the Registrar shall register the company and allocate to it a unique...

(1) On the registration of a company in accordance with section 17, the Registrar shall issue to the company a certificate of incorporation that complies with this section. (2) A certificate of...

From the date of incorporation of a company— (a) the subscribers to the memorandum, together with such other persons as may from time to time become members of the company, become a body corporate...

(1) The regulations may prescribe model articles for companies. (2) Different versions of model articles may be prescribed for different descriptions of companies. (3) A company may adopt all or...

(1) On the formation of a limited company— (a) if its articles are not registered; or (b) if its articles are registered, in so far as they do not exclude or modify the relevant model articles, the...

A company may amend its articles only by special resolution.

(1) A member of a company is not bound by an amendment to the articles of a company after the date on which the person became a member, if and so far as the amendment— (a) requires the person to...

(1) If a company amends its articles, the company shall lodge with the Registrar for registration a copy of the articles as amended not later than fourteen days after the resolution containing the...

(1) On being satisfied that a company has failed to comply with any provision requiring it— (a) to lodge with the Registrar a document making or evidencing an amendment in the company's articles;...

Provisions that immediately before the commencement of this Part were contained in a company's memorandum of association but are not provisions of the kind referred to in section 12 become...

(1) Within fourteen days after a resolution or agreement to which this section applies is passed or made, the company concerned shall lodge with the Registrar for registration— (a) a copy of the...

(1) Unless the articles of a company specifically restrict the objects of the company, its objects are unrestricted. (2) If a company amends its articles so as to add, remove or alter a...

(1) A company shall, on being requested to do so by a member of the company, send to the member the following documents— (a) an up-to-date copy of the articles of the company; (b) a copy of any...

(1) A company's constitution binds the company and its members to the same extent as if the company and its members had covenanted agreed with each other to observe the constitution. (2) Money...

In the case of a company limited by guarantee, a provision in the articles of the company, or in a resolution of the company, purporting to give a person a right to participate in the divisible...

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...

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.

(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...

(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...

(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...

(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...

(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...

(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...

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.

(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...

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.

A company shall at all times ensure that it has a registered office to which all communication and notices registered office may be addressed.

(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...

(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...

(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...

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...

(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...

(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...

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".

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."

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.

(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;...

(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...

(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...

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...

(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...

(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...