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Browse Acts ↓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 profits of the company otherwise than as a member is void.
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 or having only one person as a member.
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 constitution. (2) For purposes of subsection (1)— (a) a person deals with a company if the person is a…
(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 contract made by a natural person also apply, unless a contrary intention appears, to a contract made by or o…
(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 transaction can be questioned or any liability to the company may arise. (3) If— (a) a company enters in…
(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 company in the presence of a witness who attests the signature. (3) A document in favour of a purchaser is…
(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 document is presumed to be delivered when it is executed, unless a contrary intention is proved.
(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 executed by a person authorised under subsection (1) has effect as if executed by the company.
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 person purporting to act for the company or as agent for it, and the person is personally liable on th…
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 by the Registrar. (3) A person is entitled to serve a document on the company at the previously regis…
(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 a period of thirty days or such extended period, not exceeding sixty days, as the Registrar may, 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 or under this Act; or (c) the Registrar is, after taking into account the relevant criteria, of the opinion…
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 organ; (b) a county government; or (c) any public authority prescribed by the regulations.
(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 or body. (2) If an applicant for the use of a specified name, or a name of a specified description, i…
(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 to be registered under this Act; and (b) specify a standard style or format for the name of a company f…
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; or (b) that are similar to words, expressions or other indications associated with a particular type of…
(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 registration of a company by a name that would otherwise be prohibited under this section be permitted — (i) in…
(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 time of the registration in the Registrar's index of company names; or (b) a name that should have appear…
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 too similar; (b) words or expressions that are to be, or are not to be regarded as the same or too simi…
(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 an undertaking or assurance has been given for that purpose and has not been fulfilled; or (b) that t…
(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 within twentyone days after the date on which the direction is notified to the company. (3) On the hearin…
A company may change its name— (a) by special resolution or as may be provided for by the articles of the company; (b) by resolution of the directors acting in accordance with a direction by the Registrar under section 60; (c) on the restoration of the company to the Register in accordance with Part…
(1) Within fourteen days after a change of name has been agreed to by a company by special resolution, the company shall lodge with the Registrar for registration a notice of change, together with a copy of the resolution. (2) If a change of name by special resolution is conditional on the occurrenc…