companies formed in Ghana, whether before or after the commencement of this (1) The provisions of Chapter III of this Code shall apply to private companies. Pursuant to Section 24 of the Companies Code, (Act ) the winding up such amount as may be required not exceeding One Thousand Ghana Cedis. COMPANIES CODE ACT (Act ) (Excerpts). (GHANA). Arrangement of sections. 8. Right to form company. 9. Types of company. Companies limited .
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on such act or thing who is not shown to have been actually aware, at the time when he so relied thereon, that such act or thing was not within the powers of the . Companies Code , Act (As amended) Country, Ghana or API link, aracer.mobi%/COMPANIES%aracer.mobi 1) The name of the Company is HFC BANK (GHANA) LIMITED 3) Pursuant to section 24 of the Companies Code, (Act ) the Company has.
Section Extraordinary General Meetings 1 Extraordinary general meetings may be convened by the directors whenever they think fit.
Section Contents of Notice 1 The notice of a meeting shall specify the place. Provided that where any members are entitled to vote only on some resolutions to be moved at the meeting and not on others. Section Accidental Failure to Give Notice The accidental omission to give notice of a meeting to. Section Service of Notice 1 Notice may be given by the company to any member or director either personally or by sending it through the post addressed to him at his registered address.
Section Persons Entitled to Notice The a following persons shall be entitled to every receive notice of general meetings. Provided that if. Section General Provisions Affecting Sections and 1 A company shall not be bound under either section or of this Code to circulate any resolution or statement if. Section Circulation of Members Circulars 1 A company shall. Provided that if the proposed resolution is not passed at that meeting the same resolution or one substantially to the same effect shall not be moved at any general meeting within three years thereafter.
Section Attendance at Meetings Notwithstanding any contrary provision in the company's Regulations the following persons shall be entitled to attend any general meeting of the company. Section Quorums 1 No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to discuss that business.
Provided that where any members present are entitled to vote only on some resolutions and not on others such members shall be counted towards a quorum in respect of the former resolutions but not in respect of the latter. Section Power of Court to Order Meeting 1 If for any reason it is impracticable to call a meeting of a company in any manner in which meetings of that company may be called. Provided that unless the company's Regulations shall otherwise provide.
Section Proxies 1 Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person. Provided that a vote given in accordance with the terms of an instrument of proxy may be treated by the company as valid notwithstanding the termination or revocation of the appointment so long as no intimation in writing of the termination or revocation or of the events causing the same shall have been received by the company.
Provided that any provision contained in a company's Regulations shall be void in so far as it would have the effect of requiring the documents herein referred to.
Section Obtaining Proxies by Misrepresentation 1 The vote of a proxy shall not be rejected at a meeting on the ground that the appointment of a proxy was obtained by mis-representation. Section Chairman of meetings 1 Unless otherwise provided in the company's Regulations.
Section Adjournments 1 The chairman may. Section Types of Resolution 1 A resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such members of the company as.
Provided that any provision contained in the company's Regulations shall be void in so far as it would have the effect. Section Procedure on Voting 1 Unless the company's Regulations shall otherwise provide. Section Date of Passing of Resolution 1 Where a resolution is passed at an adjourned meeting.
Section Voting by Joint Holders In the case of joint holders the vote of the senior who tenders a vote. Section Written Resolutions 1 Except as provided in subsection 3 of this section. Section Registration of Copies of Certain Resolutions 1 A certified true copy of every special resolution of a general meeting or of a class of members and of every resolution to which a specified proportion of a class of members have consented in writing and which would not have been effective for its purpose.
Provided that the company's Regulations may provide for a larger. Section Application of Sections to to Class Meetings 1 Sections to of this Code shall apply to meetings of any class of members in like manner as they apply to general meetings of companies.
Section Minutes of General Meetings 1 Every company shall cause minutes of all proceedings of general meetings and meetings of any class of members to be entered in a book or books kept for the purpose.
Section Meaning of "Directors" 1 For the purposes of this Code the expression "directors" means those persons. Section Inspection of Minute Books 1 The books containing the minutes of proceedings of every general meeting or class meeting of a company held after the commencement of this Code.
Section Appointment of Directors 1 No person shall be appointed a director of a company unless he shall prior to such appointment. Provided that nothing in this subsection contained shall be deemed to derogate from the duties or liabilities of the duly appointed directors. Section Number of Directors 1 Every company incorporated after the commencement of this Code shall have at least two directors.
Provided a in exercising their power to fill such vacancy the directors shall observe the rules laid down in sections and of this Code and shall not appoint any person to be a director unless they have taken reasonable steps to satisfy themselves that he is a person of integrity and suitable to be a director of the company. Section Competence of Directors 1 The following persons shall not be competent to be appointed or to act as directors of a company.
Section Removal of Directors 1 Subject to the provisions of section of this Code and to the following subsections. Provided that if the company amends its Regulations so as to introduce or increase the requirement of a share qualification every director holding office at the date of such alteration shall have two months thereafter to obtain his qualification and shall not vacate office under this section unless he fails to do so.
Section Vacation of Officers of Directors 1 The office of director shall be vacated if the director becomes incompetent to act as a director by virtue of the provisions of section of this Code. Provided that if after notice of the intention to move the resolution is given to the company. Section Substitute Directors 1 Unless the company's Regulations otherwise provide. Section Alternate Directors 1 Unless prohibited by the Regulations a director may.
Section Presence of Directors in Ghana 1 At least one director of every company shall at all times be present in Ghana. Section Secretary 1 Every company shall have a secretary and if any company shall carry on business for more than six months without a secretary the company and every officer of the company who is in default shall be liable to a fine not exceeding five pounds for each day that the company continues to carry on.
Section Avoidance of Acts in Dual Capacity as Drectors and Secretary A provision requiring or authorising a thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both as director and as.
Section Executive Directors Unless the company's Regulations shall otherwise provide. Provided that where the Regulations of an existing company contain any provision fixing the fees payable to the directors such provision shall continue in operation and have effect until the date of the first annual general meeting of the company held next after the commencement of this Code. Section Remuneration of Directors 1 Subject as hereinafter provided in this section.
Provided that where any director holds any such office or place of profit under an appointment made prior to the sixth day of April. Section Register of Directors and Secretary 1 Every company shall keep at its registered office a register of its directors including substitute directors appointed in accordance with section of this Code but excluding alternate directors appointed in accordance with section of this Code.
Section Prohibition of Tax-free Payments 1 It shall not be lawful for a company to pay a director or secretary of the company remuneration free of income tax or otherwise calculated by reference to or varying with the amount of his income tax except under a contract which was in force prior to the sixth day of April. Provided that when all the partners in a firm are joint secretaries the name and principal office of the firm may be stated instead of the residential address of each partner.
Section Prohibition of Assignment of Officers A provision in the Regulations of any company or in any agreement purporting to empower a director or other officer to assign his office to another person and any purported assignment of the office shall be void. Section Proceedings of Directors Subject to any contrary provisions in the Regulations. Section Publication of Names and Directors 1 Every company shall in all trade circulars and business letters on or in which the company's name appears state in legible characters with respect to every director.
Section Minutes of Directors' Meetings 1 Every company shall cause minutes of all proceedings of meetings of its directors and any committee of directors to be entered in a book or books kept for the purpose.
Section Limitations on the Powers of the Directors 1 Notwithstanding subsection 3 of section of this Code or any provision in the company's Regulations. Section Duties of Directors 1 A director of a company stands in a fiduciary relationship towards the company and shall observe the utmost good faith towards the company in any transaction with it or on its behalf. Section Exercise of Directors' Powers The directors shall not. Section Conflicts of Duty and Interest.
Provided that a resolution of the company ratifying a transaction or series of related transactions which has already taken place shall not be effective for the purposes of such subsection unless it was passed not later than fifteen months after the date when the transaction or first of such transactions took place. Section Contracts in which Directors are Interested 1 Unless otherwise provided in the company's Regulations.
Notwithstanding any provision in the company's Regulations. Section Consent of Company 1 For the purposes of section of this Code the company shall not be deemed to have consented unless.
Section Civil Liabilities for Breach of Duty If a director commits any breach of his duties under sections to of this Code.
Section Legal Proceedings to Enforce Liabilities 1 Proceedings to enforce the liabilities referred to in the immediately preceding section or to restrain a threatened breach of any duty under sections to of this Code or to recover from any director of the company any property of the company may be instituted by the company or by any member of the company.
Section Payments to Directors for Loss of Office or on Transfer of the Company's Undertaking 1 It shall not be lawful for a company to make to any director or former director of the company or any associated company any payment by way of compensation for loss of any office in the company or any associated company, or as consideration for or in connection with his retirement from office, without particulars with respect to the proposed payment, including the amount thereof, being disclosed to the members of the company and the proposal being approved by an ordinary resolution of the company agreed to or passed in the manner provided by section of this Code.
Section Payments to Directors in Connection with Takeover Bids 1 Where an offer is made for the acquisition of any shares of a company on the terms that the same is available for acceptance, a by all the shareholders of the company or by all the holders of shares of the class to which the offer relates, or.
Section Provisions Supplements to Section and 1 For the purposes of sections and of this Code and of this section the expression "payment" includes any benefit or advantage whether in cash or in kind.
Provided that the register need not include shares in any body corporate which is the wholly owned subsidiary of another body corporate. Section Register of Directors' Holdings 1 Every company shall keep a register showing.
Section Injunction or Declaration in the Event of Illegal or Irregular Activity 1 The Court on the application of any member may by injunction restrain the company from doing any act or entering into any transaction which is illegal or beyond the power or capacity of the company or which infringes any provision of its Regulations.
Section Remedy Against Oppression 1 Any member or debentureholder of a company or. Section Enquiriees by the Registrar 1 In order to ensure that the provisions of sections to of this Code relating to the maintenance and auditing of accounts are being duly complied with the Registrar may by written order call on any company to produce for his inspection all or any of the books of the company. Section Appointment of Inspector on Special Resolution of the Company The Registrar shall appoint one or more competent inspectors to investigate the affairs of a company and to report thereon to the Registrar in such manner as the Registrar shall direct if the company by special resolution declares that its affairs ought to be investigated by an inspector appointed by the Registrar.
Section Power to Carry Investigation into the Affairs of Associated Companies If an inspector appointed under either of the two last foregoing sections to investigate the affairs of a company thinks it necessary for the purposes of his investigation to investigate also the affairs to any. Section Appointment of Inspector under Order of the Court 1 The Court may order the Registrar to appoint one or more competent inspectors to investigate the affairs of a company and to report thereon to the Registrar in such manner as the Court directs.
Section Production of Documents and Evidence 1 It shall be the duty of all officers and agents of the company and of all officers and agents of any other body corporate whose affairs are investigated by virtue of the immediately preceding section to produce to the inspectors all books and documents of or relating to the company or. Section Inspectors' Report 1 The inspectors may. Section Proceedings after Investigations If as a result of any information obtained in accordance with section of this Code or as a result of any report made under the immediately preceding section.
Section Expenses of Investigtions 1 The expenses of. Section Saving for Legal Practitioners and Bankers.
Section Arrangement and Amalgamation by sale of Undertaking for Securities to be Distributed 1 With a view to effecting any arrangement or amalgamation. Nothing in section to of this Code shall require disclosure to the Registrar or to any inspector appointed by him.
Provided a to that download nothing its shares herein except contained in accordance shall authorise to any 64 company. Section Arrangement or Amalgamation with Court Approval 1 Where any arrangement or amalgamation is proposed. Section Powers of the Court for Facilitating Arrangements or Amalgmations 1 Where an application is made to the Court under the last foregoing section and it is shown to the Court that under the arrangement or amalgamation the whole or any part of the undertaking or assets of any company.
Section Information as to Arrangments and Amalgamations 1 Where any notice of any resolution to approve an arrangement or amalgamation under section or of this Code is sent to members or creditors of any company.
Section Disqualification for Appointment as Receiver 1 The following persons shall not be competent to be appointed or to act as receivers or managers of any property or undertaking of a company.
Section Powers of Receivers and Managers 1 A person appointed receiver of any property of a company shall. Section Power to Appoint Official Trustee Where application is made to the Court to appoint a receiver or manager on behalf of secured creditors or debentureholders of a company which is being wound up under the provisions of the Bodies Corporate Official Liquidations Act.
Section Receivers and Managers Appointed Out of Court 1 A receiver or manager of any property or undertaking of a company appointed out of Court under a power contained in any instrument shall. Section Receivers and Managers Appointed by Court A receiver or manager of any property or undertaking of a company appointed by the Court shall be deemed to be an officer of the Court and not of the company and shall act in accordance with the directions and instructions of the Court.
Section Liabilities of Receivers and Managers of Contracts 1 A receiver or manager of any property or undertaking of a company shall be personally liable on any contract entered into by him except in so far as the contract otherwise expressly provides. Section Notification that Receiver or Manager has been Appointed 1 Where a receiver or manager of any property or undertaking of a company has been appointed.
Section Accounts where Manager Appointed to Enforce a Floating Charge 1 Where a manager is appointed of the whole or substantially the whole of the undertaking of any company on behalf of the holders of any debentures secured by a floating charge the provisions of section 19 of the Bodies Corporate Official Liquidations Act. Section Delivery to Registrar of Accounts of Receivers.
Provided that the power conferred by this paragraph shall not be exercised as respects any period before the making of the application for the order unless. Section Enforcement of Receivers' Duties 1 If any receiver or manager of any property or undertaking of a company. Section Modes of Winding Up 1 The winding up of a company may be either.
Section Procedure on Resolution for Liquidation 1 A company may be wound up by way of private liquidation if. Section Resolution for Appointment and Removal of Liquidator 1 The resolution for the private liquidation of a company shall include the appointment as liquidator of a person therein named. Section Disqualification of Liquidator 1 The following persons shall not be competent to be appointed or to act as liquidators of a company under this Part of this Code. Provided that an auditor of a company shall not be appointed as liquidator in a private liquidation unless on his appointment special resolution is duly passed dispensing with the auditing of his.
Section Remuneration of Liquidator For the purposes of a private liquidation the company shall. Section Status of Liquidator A liquidator appointed for the purpose of a private liquidation shall be deemed to stand in a fiduciary relationship to the company as if he were a director of the company and accordingly the provisions of sections to of this Code shall.
Section Powers of Liquidator 1 A liquidator in a private liquidation may exercise all the powers of the liquidator in an official winding up under the Bodies Corporate Official Liquidations Act. Section Books and Acounts during Private Liquidation 1 The liquidator in a private liquidation shall keep proper records and books of account with respect to his acts and dealings and of the conduct of the winding up and of all receipts and payments by him and. Section Cessation of Directors' Powers On the appointment of a liquidator for the purposes of a private liquidation all the powers of the board of directors shall vest in the liquidator and the powers and authority of every director shall cease.
Provided that such audit and auditors' report shall not be required if. Provided that if a quorum was not present at the meeting the liquidator. Section Stay of Proceedings 1 At any time during the course of a private liquidation and prior to the dissolution of the company.
Section Duty of Liquidator in Case of Insolvency 1 If in a private liquidation the liquidator is at any time of the opinion that the company may not be able to pay its debts in full within the period stated in the affidavit made under section of this Code.
Section Liquidation Account 1 The liquidator shall open an account. Section Dissolution of Companies 1 When the Registrar is satisfied that the winding up of the company is complete he shall strike the name of the company off the register and notify the same in the Gazette and the company shall thereupon be deemed to be dissolved as at the date of the publication of the notification in the Gazette.
Section Service of Documents by Company. Section Service of Documents on Company 1 A document may be served on a company by leaving it at. Section Books and Registers 1 Any register.
Section Control of Public Invitations 1 a It to shall not be or lawful dispose for of any any person shares to make or any invitation of a to the public. Provided that nothing in this subsection contained shall render unlawful the sale of any shares or debentures by or under the supervision of the Court. Section Meaning of "Invitations to the Public" 1 For the purposes of this Code an invitation shall be deemed to be made to the public if an offer or invitation to make an offer is.
Section Offers for Sale deemed to be made by Company Where any company allots or agrees to allot any of its shares or debentures to any person with a view to the public being invited to acquire any of those shares or debentures.
Provided that the Court. Section Default in Complying with Conditions Constituting a Private Company If a private company makes default in complying with any of the conditions in its Regulations specified in subsection 3 of section 9 of this Code. Section Documents to be Annexed to the Annual Return of a Private Company 1 With the annual return required by section of this Code a private company shall send to the Registrar for registration. Section Qualification of Auditors of Private Companies.
Section Appointment and Removal of Directors of Private Companies 1 The appointment and removal of directors of a private company shall. Section Statement in Lieu of Prospectus 1 A public company shall.
Provided a that any this subsection shall limited not by apply to. Section Conversion of Private Company to Public Company 1 A private company shall be converted into a public company if it shall alter its Regulations in such a manner that they no longer include all the provisions which. Sixth Sch. Seventh b unless the company is a company limited by guarantee. Provided that this subsection shall not prohibit the issue to the subscribers of the Regulations of the number of shares for which each has subscribed.
Provided that this subsection shall not apply to any existing company which. Seventh Sch. Provided that an allottee shall not be entitled to rescission under this subsection unless he claims to rescind with reasonable promptitude after discovering that an untrue statement or omission was made. Section Prospectus on Invitations to the Public to Acquire or Dispose of Securities 1 Notwithstanding section of this Code it shall be lawful to make an invitation to the public to acquire or dispose of any shares or debentures of a public company if.
Provided subsection a an invitation by a company in respect of shares or debentures of that company or any of its associated companies made solely to the existing shareholders or debentureholders of that company. Section Expert's Consent 1 If any prospectus relating to an invitation to the public in respect of any shares or debentures of a public company. Section Certificates of Exemption Seventh Sch.
Provided that if a copy or translation of any such document has already been delivered by the company to the Registrar for registration.
Section Registration of Prospectuses 1 Every prospectus delivered to the Registrar for registration pursuant to section of this Code shall be delivered in triplicate. Section Waiting Period 1 For the purpose of this Code the expression "the waiting period" means a period of ten days after the first publication of a registered prospectus or such longer period as may be stated in the prospectus as the period prior to the expiration of which applications. Section Meaning of "Approved Stock Exchange" and "Expemted Dealer" 1 For the purposes of this Code "approved Stock exchange" means a body corporate approved as a stock exchange under section 25 of the Securities Industry Law.
The Registrar has not checked and will not check the accuracy of any statements made and accepts no responsibility therefor or for the financial soundness of the company or the value of the securities concerned".
Provided that nothing in this subsection shall invalidate any bona fide underwriting agreement in respect of any such shares or debentures. Section Withdrawal of Applications after the Waiting Period Where a general invitation is made to the public in respect of any shares or debentures of a public company. Section Minimum Subscription 1 Where any public company makes a general invitation to the public to subscribe for any of its shares or debentures.
Provided that a director shall not be liable if he proves that the default in the repayment of the money was not due to any misconduct or negligence on his part. Section Civil Remedy for Mis-statements or Omissions in a Prospectus 1 Where a prospectus published in connection with any general or restricted invitation to the public in respect of any shares or debentures of a public company contains any untrue statement or omits to state any of the particulars or to set out any of the reports which.
Section Application of Sections to Section Voting Rights of Shares Offered to the Public 1 No invitation shall be made to the public to acquire any shares in a public company unless the voting rights attached to all the shares of the company. Section Recission for Mis-statements in a Prospectus 1 If any person acquires any shares or debentures of a public company from that company or disposes of any shares or debentures of a public company to that company as a result of an untrue statement of a material fact made.
Section Public Invitations to Deposit Money with Public Companies 1 Notwithstanding section of this Code it shall be lawful to make an invitation to the public to deposit money with a public company if. Section Criminal Liability for Mis-statements 1 Where a prospectus. Section Prohibition of Waiver and Notice Clauses A condition purporting to require or bind any person to waive compliance with any of the foregoing sections of this Part of this Code or purporting to affect him with notice of any contract.
Section Interim Dividends The directors of a public company with shares may. Section Limitation on Liability of Shareholders in Public Companies to Restore Illegal Dividends If a public company pays a dividend in contravention of subsection 1 of section 71 of this Code. Section Documents to be Annexed to Annual Returns of a Public Company The annual return of every public company required by section of this Code shall be accompanied by a copy.
Provided that this subsection shall not render ineffective any restriction contained in a debenture issued before the commencement of this Code or while the company was a private company.
Provided that this subsection shall not. Section Qualification of Auditors of a Public Company 1 A person shall not be qualified for appointment as auditor of a public company notwithstanding that he may have been appointed auditor thereof while it was a private company. Section Restrictions on the Transferability of Securities of Public Companies 1 Notwithstanding subsection 2 of section 95 of this Code. Provided that nothing contained in paragraph b of this subsection shall disqualify a person from being appointed as auditor by reason only of the fact that he is a partner or in the employment of a person acting as secretary or registration officer of the company of any associated company.
Section Voting for Directors of a Public Company. Section Prohibition of Loans by Public Companies to Directors 1 It shall not be lawful for any public company to make a loan to any person who is its director or a director of any associated company. Section Meaning of "External Company". Section Local Managers 1 An external company shall not appoint any person as its local manager or cause any person to be named as such in any statement or notice delivered to the Registrar under the foregoing sections of this Code unless such person is competent.
Section Service on External Company 1 Any process or other document shall be sufficiently served on an external company if delivered or sent by post to the person last registered as the company's process agent at his last registered address even if the process agent refuses to accept service or the company has ceased to maintain a place Provided that this of subsection shall business not apply to in service of a Ghana: Provided that the Registrar may accept for registration a profit and loss account.
Section Accounts of External Company 1 Every external company shall. Section Publlication of names of Local Managers 1 Every external company shall. Provided that if special circumstances exist which render it in the opinion of the Registrar expedient that such an exemption should be granted. Section Obligation to State name. Section Penalties and Disabilities 1 If any external company or any local manager or process agent of an external company fails to comply with any of the obligations imposed upon it or him by the foregoing provisions of this Chapter of this Code.
Section Cessation of Business of External Company 1 If any external company ceases to have an established place of business in Ghana it shall within twenty-eight days after so ceasing. Section Control of Public Invitations Relating to External Companies 1 If any person makes in Ghana any invitation to the public to acquire or dispose of any shares or debentures of an external company or to deposit money with any external company for a fixed period or payable at call.
Ghanaian Companies 1 For the purposes of the foregoing provisions of this Chapter of this Code. Provided that an invitation made by or on behalf of an external or non-Ghanaian company exclusively to its existing shareholders and debentureholders. Section Control of Public Invitations relating to other Non-Ghanaian Companies 1 For the purposes of this and the following section the expression "non-Ghanaian Company" means any association incorporated or to be incorporated outside Ghana not being an external company as defined in section of this Code.
Section Application of Sections and to External and Non. Section Interpretation For the purposes of the foregoing provisions of this Chapter of this Code.
Section Penalty for False Statements 1 If any person in any return. Section Inducing Persons to Invest 1 Any person who by any statement. Section Penalty for Improper use of "Incorported" or "Limited".
Section Representative Actions Where. If any person or persons trade or carry on business in Ghana under any name or title of which the words "incorporated". Section Publication of Misleading Statements regarding Shares or Capital 1 It shall not be lawful to state the number of the authorised or issued shares of any body corporate or the amount of its capital in any notice.
Section Costs in Actions by Limited Companies Where a body corporate with limited liability is the plaintiff in any legal proceedings the Court may. Section Power to Grant Relief 1 If in any proceedings against a member.
Section Contribution between Joint Wrongdoers Where more than one officer of a body corporate or other persons are liable to pay any damages. Section Fees In respect of the several matters set out in the first column of the Table in Part I of the Eighth Schedule to this Code there shall be paid to the Registrar the several fees specified in the second column of that Table.
Section Documents to be Translated Where. Section Registration of Documents 1 Where. Copies and Evidence of Registered Documents 1 Any person may.
Section Prescribed Forms 1 Where any section of this Code provides that any document shall be in the prescribed form such document shall be in the form prescribed by the Registrar by legislative instrument.
Section Regulations 1 The Registrar may. Section Registrar's Power to Obtain Directions of the Court The Registrar may apply to the Court for directions in relation to any matter arising in connection with his functions under this Code. Section Enforcement of Duty to make Returns If a body corporate or any officer or liquidator of a body corporate. Section Repeals The enactments mentioned in the first column of the Tenth Schedule to this Code are hereby repealed to the extent specified in the second column of that Schedule.
Section Extension to Unregistered Companies. Companies Act Ghana Uploaded by saisridhar Flag for inappropriate content.
Related titles. Glenoit Mills, Inc. Miss Bobbie Originals, Inc. Jump to Page. Search inside document. Section 2-Interpretation First Sch. Section 6-Companies formed for Special Purposes Nothing in this Code shall abrogate or affect any special legislation relating to companies carrying on the business of banking, insurance or any other business from time to time subject to special regulation. Section 9-Types of Company 1 An incorporated company may be either, a a company having the liability of its members limited to the amount, if any, unpaid on the shares respectively held by them, in this Code referred to as a company limited by shares; or b a company having the liability of its members limited to such amount as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up, in this Code referred to as a company limited by guarantee; or c a company not having any limit on the liability of its members, in this Code referred to as an unlimited company.
Section Conversion of Company Limited by Shares to Company Limited bu Guarantee 1 A company limited by shares may be converted into a company limited by guarantee if, a there is no unpaid liability on any of its shares; b all its members agree in writing to such conversion and to the voluntary surrender to the company for cancellation of all the shares held by them immediately prior to the conversion; c new Regulations, appropriate to a company limited by guarantee, are adopted by the company pursuant to section 22 of this Code; d a member or members agree in writing to contribute to the assets of the company, in the event of its being wound up, to an extent not less than that prescribed by subsection 3 of section 10 of this the company may not change the name under which it was registered prior to the conversion.
Section Names of Companies 1 The last word of the name of a company limited by shares shall be "Limited": Part B—The Company's Regulations the nature of the object or objects for which it is established. Section Particulars of Directors' Emoluments and Pensions 1 In a note to the accounts of a company there shall be shown, in accordance with the provisions of this section, the following information in so far as it is contained in the company's books or papers or the company has obtained the information from the persons concerned or has the right to obtain it under a b the the section aggregate aggregate amount amount of of of or this the past Code, directors' directors' namely; emoluments; pensions; and directors' c the aggregate amount of any compensation to directors or past directors in respect of loss of office.
The Department is also required to inspect the statutory books of the registered companies to ensure that they comply with the laws. Incorporated Private Partnerships Act, Act Under this Act, two or more individuals, up to a maximum of 20 can incorporate a business by registering with the Registrar of Companies. The registered firm then becomes a separate entity like a company. But the members remain personally liable with the firm itself for payment of the debts and liabilities.
Any changes in particulars of the partnership are also registered with Registrar-General. The partnership is also to be renewed annually by the Registrar-General. Business Names Act, Act This Act provides for the registration of a business name which differs from that of the proprietor of the business, with the Registrar-General. This enables the Registrar to prevent the carrying on of businesses under undesirable made-up names.
The Act also enables the public to find out certain particulars of businesses which are in fact carried on under made-up names. Any changes of the particulars of the business are registrable with the Registrar; and there is also provision for annual renewal of registration. Industrial Designs Act Act Yet another important function of the Department is registration of textiles designs.
Proprietors of textiles designs can apply to the Department for registration of their designs under the Textiles Designs Registration Decree. As in the case of trademarks, the Registrar also has power to hear cases of objection and opposition in textile designs.
The Copyright granted under the Decree is subject to renewal, and the right is transferable. Under that Act the Registrar-General may register upon application, any mark or symbol which is or intended to be applied or attached to goods for sale in the market, so as to distinguish them from similar goods, and to identify them with a particular trader.
For a Trademark to be registered under the Act, the Mark should be distinctive and should not be identical or resemble another Trademark already on the register.
The Registrar-General as the Registrar of Trade Marks has power under the Act to hear applicants whose designs have been rejected. The Registrar also has power to hear counter cases. He may award costs against any of the parties appearing before him. He has power to subpoena witnesses to testify before him, and the witnesses have the same privileges and immunities as before the High Court.
Appeals from his decisions lie to the High Court. A Trademark may be registered in either part A or B of the Register, depending on the circumstances. The Registration of the Trademark is subject to renewal.
The Department also registers assignment of Trademarks.