77_companies bill (25th january 2013 )
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THE COMPANIES BILL, 2013
_____________________
MEMORANDUM
The objects of this Act are to –
(a) promote the development of the economy by encouraging
entrepreneurship and enterprise efficiency and creating
flexibility and simplicity in the formation and maintenance of
companies;
(b) encourage transparency and high standards of corporate
governance by providing for the functions and obligations of
company secretaries and directors;
(c) provide for the incorporation, categorization, management and
administration of different types of companies;
(d) provide for mergers, amalgamations, and takeovers;
(e) provide for the registration of foreign companies doing business
in Zambia;
(f) provide for co-operatives to operate under the style of companies
and be registered;
(g) provide for the colour coding of certificates of incorporation of
Zambian companies and of the registration certificates of foreign
companies;(h) incorporate financial reporting provisions;
(i) provide for the responsibilities of public companies;
(j) provide for the start up and functioning of small companies;
(k) repeal and replace the Companies Act, 1994; and
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(l) provide for matters connected with or incidental to the foregoing.
Mumba Malila
ATTORNEY - GENERAL
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ARRANGEMENT OF SECTIONS
TABLE OF CONTENTS
Section
PART I
PRELIMINARY
1. Short title
2. Application
3.
Interpretation
PART II
REGISTRATION AND INCORPORATION
4. Incorporation of company
5. Essential requirements
6.
Articles of association and amendments
7. Signing and adoption of articles of association
8. Effect of articles of association
9. Adoption of new articles of association
10. Registration and certificate of incorporation
11. Certificate to be evidence of incorporation
12. Legal status of registered company
13. Register and other records
PART III
TYPES OF COMPANIES AND REQUIREMENTS
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14. Type of Companies
15. Categories of companies
16. Public companies
17. Private companies limited by shares
18. Companies limited by guarantee
19. Unlimited companies
20. Statutory regulated company.
21. Conversion of company limited by shares to company
limited by guarantee.
22. Requirements for converting company
23. Conversion of limited company into unlimited company
24. Conversion of unlimited company into limited
company
25. Associated bodies corporate
26. Colour coding
PART IV
COMPANY NAME
27. Abbreviation of limited company
28. Dispensation of ―Limited‖ in company name
29. Revocation of dispensation of ―Limited‖ by Registrar.
30. Reservation of company name
31. Application for name and reservation of name
32. Change of company name
33. Date of effect of change of name
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34. Company to ensure name is correctly stated
35. Company incorrectly stated
36. Effect of change of name on public notices
PART V
CAPACITY, POWERS AND VALIDITY OF ACTS
37. Capacity, powers and rights
38. Dealings between company and other persons
39.
No presumption of knowledge of articles of association
PART VI
DE-REGISTRATION OF COMPANY
40. Power of registrar to de-register company.
41. Property of deregistered company
42.
Registrar to represent defunct company
43. Continuation of liability of directors, shareholders and others
44. Power of court to declare dissolution of company void
PART VII
ADMINISTRATION AND MANAGEMENT OF A COMPANY
45. Registered office
46. Changing registered office
47. Records kept at company‘s registered office
48. Inspection of records
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49. Seal of company
50. Official seal for use abroad
51. Form of contracts and instruments registered
52. Bills of exchange
53. Execution of deeds abroad
54. Service of documents on company
55. Service of documents by company
56. Liability of company occasioned by agent
PART VIISECRETARY AND DIRECTORS
57. Company Secretary
58. Duties of company secretary
59. Body corporate or partnership may be appointed company
secretary
60. Management of company
61. Limitations on powers of directors
62. Shareholder to be member of the Board
63.
Delegating powers of company
64. Board Committe
65. Shareholder to be member of Board
66. Residential requirements of directors
67. Qualifications of director
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68. Consent in writing before appointment as director
69. Starting to hold office as director
70. Court may appoint Directors
71. No directions or instructions to be given to directors by person not
eligible to be director
72. Alternate directors
73. Request to increase number of directors
74. Removal from office of director
75. Vacancy in office of director
76.
Notice of change of Directors
77. Resignation by director
78. Replacing company‘s majority shareholder who dies
79. Non accumulation of duties
80. Disclosure of replacement of directors
81. Duty of directors to act in good faith and in best interest of
company
82.
Exercise of powers in relation to employees
83. Directors to comply with Act and articles
84. Reckless trading
85. General duties of director
86. Risk Management
87. Fiduciary duty of directors
88. Duty to promote success of company
89. Duty to exercise independent judgment
90. Duty to exercise reasonable care, skill and diligence
91. Duty to avoid conflict of interest
92. Meaning of interest
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93. Duty not to accept third party benefits
94. Directors duty of care
95. Use of information and advice
96. Transaction requiring approval by company
97. Transaction in which a director has a personal interest
98. Disclosure of interest of director
99. Transaction in which member of the board of directors has
interest to be void
100. Effect of voiding transaction
101.
Non voting by directors interested in transaction
102. Disclosure of information
103. Disclosure of interest in shares issued by company
104. Obligation of member of the board of directors to
disclose acquisition or disposal of shares
105. Restrictions applicable to members of the board of
directors regarding disposal of shares
106.
Liability for amount equivalent to fair value of shares or
debentures
107. Exception for companies dealing with securities
108. Proceedings of board of directors
109. Remuneration and other benefits for member of
board of directors and executives
110. Decisions that board of directors may approve instead of
meeting of shareholders
111. Transactions by a company with regard to issuing a
guarantee or loan
112. Rights of share holders
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128. Shareholder approval for issue of shares
129. Pre-emptive rights
130. Consideration for issue of shares
131. Consideration to be decided by board
132. Exceptions to section 137
133. Consideration in relation to issue of options
convertible securities
134. Consent to issue shares
135. Time of issue of shares
136.
Board may authorise distributions
137. Dividends
138. Shares in lieu of dividends
139. Recovery of distributions
140. Reduction of shareholder liability and distribution
141. Company may acquire its own shares
142. Acquisition of company‘s own shares
143.
Board may make offer to acquire shares
144. Special offers to acquire shares
145. Disclosure document
146. Stock exchange acquisition subject to prior notice
to shareholders
147. Disclosure document for stock exchange acquisitions
148. Stock exchange acquisitions not subject to prior notice
to shareholders
149. Cancellation of shares repurchased
150. Enforceability of contract to repurchase shares
151. Company may hold its own shares
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152. Rights and obligations of shares company holds
in itself suspended
153. Reissue of shares company holds in itself
154. Redeemable shares
155. Redemption at option of company
156. Company shall satisfy solvency test
157. Special redemption of shares
158. Disclosure document
159. Cancellation of shares redeemed
160.
Redemption at option of shareholder
161. Redemption on fixed date
162. Financial assistance
163. Company shall satisfy solvency test for financial assistance
164. Special financial assistance
165. Disclosure document for special financial assistance
166. Financial assistance not exceeding five percent of
shareholders‘ funds
167. Enforceability of transactions
168. Subsidiary may not hold shares in holding company
169. Statement of shareholders rights
170. Transfer of shares
171. Transfer of shares by operation of law
172. Company to maintain share register
173. Place of share register
174. Evidence of legal title to shares
175. Director‘s duty to supervise share register
176. Power of court to rectify register
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177. Trusts not to be entered on register
178. Personal representative shall be registered
179. Assignee of bankrupt shall be registered
180. Share certificates
181. Perpetual debentures
182. Power to reissue redeemed debentures
183. Specific performance of contracts to subscribe for
debentures
PART X
PUBLIC ISSUE OF SHARES
184. Interpretation
185. Offer of sale deemed to be made by the company
186. First publication of prospectus
187. Invitations to the public and prospectuses
188.
Prospectus required for invitations to the
public to purchase share or debentures
189. Contents of prospectus
190. Experts consent
191. Registration of prospectus
192. Over subscription in debenture issue
193. Reference to stock exchange listing prospectus-allotment
194. Civil liability for misstatements or omissions in
prospectus
195. Offence of misstatement or omission in prospectus
196. Stop trading order
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197. Waiting period
198. Withdraw of application after waiting period
199. Allotment and minimum
200. Statement in lieu of prospectus
201. Prohibition of waiver and notice
PART XI
SHAREHOLDERS AND THEIR RIGHTS AND OBLIGATIONS
202.
Shareholder
203. Liability of shareholders
204. Liability of former shareholders
205. Additional provisions relating to liability of shareholders
and former shareholders
206. Liability for calls
207. Shareholders not required to acquire shares by alteration
to articles
208. Liability of personal representative
209. Liability of assignee
210. Exercise of powers reserved to shareholder
211. Exercise of powers by ordinary resolution
212. Powers exercised by special resolution
213.
Unanimous assent to certain types of action214. Company to satisfy solvency test
215. Management review by shareholders
216. Shareholder shall require company to purchase shares
217. Notice requiring purchase
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218. Price for shares to be purchased by company
determined
219. Prices for shares referred to arbitration if shareholder
objects price
220. Interest payable on outstanding payments
221. Timing of transfer of shares
222. Purchase of shares by third party
223. Court may grant exemption
224. Court may grant exemption if company insolvent
225.
Classes and interest groups
226. Alteration of shareholder rights
227. Shareholder may require company to purchase shares
228. Actions not invalid
229. Annual general meeting and extraordinary general
meetings
230. Business to be transacted at annual general meeting
231.
Non approval of financial statements at annual
general meeting
232. Special meetings of shareholders
PART XII
MEETINGS AND RESOLUTIONS
233. Resolution in lieu of meeting
234. Annual General Meeting
235. Extra Ordinary General Meetings
236. Class Meetings
237. Requisition of a general meeting
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238. Entitlement to receive notice of meetings
239. Length of notice for convening a meeting
240. Power of court to order meeting
241. Place of meetings
242. Attendance at meetings
243. Conduct of meetings and voting
244. Chairman‘s declaration as to result of a vote
245. Right to demand a poll
246. Voting on a poll
247.
Proxies
248. Representation of bodies corporate and unincorporated
associations at meetings
249. Circulation of members‘ resolutions and supporting circulars
250. Circulation of members‘ circulars
251. General provisions in regard to members‘ circulars
252. Ordinary, extraordinary and special resolutions
253.
Written resolution for private companies
254. Registration of copies of certain resolutions
255. Date of certain resolutions
256. Minutes of proceedings of meetings of company and of creditors
257. Inspection of minute books
258. Shareholders entitled to receive distributions, attend meetings,
and exercise rights
PART XIII
DEBENTURES AND CHARGES
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259. Issue of debentures
260. Documents of title to debentures
261. Assignees for debenture holders
262. Eligibility for appointment as assignee for debenture holders
263. Right to copies of trust deed
264. Unsecured debentures to be so described
265. Register of debenture holders
266. Meetings of holders of debentures secured by a trust deed
267. Meeting of other debenture holders
268.
Re-issue of redeemed debentures
269. Charge to secure fluctuating amount
270. Company‘s register of chargers
271. Registrar‘ s register of charges
272. Registration of charges by companies
273. Certificate to be issued by Registrar
274. Priorities
275.
Entries of satisfaction and release of property from
charge
276. Variation of registered charge
277. Registration of enforcement of security by mortgagee
278. Endorsement of registration on debentures
PART XIV
ENFORCEMENT
279. Meaning of an ―entitled person‖, ―former shareholder‖ etc
280. Restraining Order
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281. Filing a claim on behalf of company
282. Filing claim by shareholders
283. Shareholder‘s rights
284. Approving decisions made
PART XV
ACCOUNTING RECORDS AND AUDIT
285. Accounting records
286.
Place accounting records to be kept
287. Appointment of auditors
288. Auditor‘s resignation
289. Auditor‘s fees and expenses
290. Auditing firm
291. Signing of auditor‘s report
292. Qualifications of auditors
293.
Automatic reappointment of auditor
294. Auditor not wanting to be reappointed
295. Payment to auditor who resigns or completes duties
296. Replacement of auditor
297. Auditor to avoid conflict of interest
298. Auditor‘s report
299. Access to information
300. Auditor‘s attendance at meeting of shareholders
301. Furnishing auditor‘s report
302. Small private companies
303. Appointment of auditor for small private company
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304. Financial statement preparation
305. Standards for financial statement preparation
306. Obligation to provide consolidated financial statement
307. Profit and loss statement when company becomes a subsidiary
308. Date for financial statement of subsidiary company
309. Annual return to be made to the Registrar
310. Annual return to be made by a public company
311. Documents to be annexed to annual return of a public company
312. Offence relating to annual return
313.
Notice of adopted date to be given to Registrar
314. Date of financial statement of subsidiary company
315. Date of group financial statements
316. Financial statements of company and financial statements of
group of companies
317. Content of financial statements
318. Content of consolidated financial statement
319.
Obligation to prepare annual report
320. Sending copy of annual report to company‘s shareholders
321. Content of annual report
322. Inspection of company‘s documents by shareholders
323. Records to be made available for inspection
324. Manner of inspection
325. Commencement of Inspection
PART XVI
AMALGAMATION
326. Amalgamation
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327. Amalgamation proposal
328. Amalgamation resolution
329. Documents forwarded to shareholders of
amalgamating company
330. Procedures before amalgamation
331. Approving amalgamation proposal
332. Filing notice of amalgamation
333. Registration of amalgamation proposal
334. Certificate of amalgamation
335.
Effect of certificate of amalgamation
336. Removing amalgamating companies from register
337. Property, rights, powers and privileges of amalgamated
companies
338. Liabilities and obligations of amalgamated companies
339. Enforcement of court ruling by new company
340. Opposing amalgamation
341.
Respecting provisions of amalgamation proposal
PART XVII
FOREIGN COMPANY
342. Definition of foreign company
343. Registration of foreign company
344. Foreign company that shall not be registered
345. Filing notice of change of companies authorised agent
346. Deadline for replacement of authorised agent
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347. Change in Particulars
348. Filing of court order with Registrar
349. Balance Sheet
350. Obligation of foreign company to comply with requirements
applicable to local companies
351. Obligation to comply with International Accounting Standards
352. Foreign company to file notice of particulars of its business in
Zambia with balance sheet
353. Branch registers
354.
Notice of place where register is kept
355. Notice of any change in register
356. Certificate primacie evidence of registration
357. Financial requirements before certificate is issued
358. Cessation of business in Zambia
359. De-registration of foreign company
360. Registration of foreign company and continuation of business
361.
Prohibition to conduct business in certain sectors
362. Funds invested by foreign company
363. Prohibition against borrowing initial investment
PART XVIII
DORMANT COMPANIES
364. Definition of dormant company
365. A company which may be registered as dormant company
366. Banking or insurance companies prohibited from self declaration
as dormant
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367. Notice by dormant company
368. Notice by company which ceases to be dormant
369. Exemption for dormant company
PART XIX ADMINISTRATION OF THE ACT
370. Administration of Act
371. Establishment of companies office
372.
Powers of registrar373. Appointment of officers
374. Seal of the Agency
375. Register of companies
376. Inspection of register
377. Registrar to furnish information from register on request
378. Immunity of officers regarding official acts
379.
Registration of documents
380. Extension of time
381. Documents to be approved in English
382. Prescribed forms
383. Evidentiary provisions
384. Inspection of records
385. Waiver of fees
386.
Appeal against decision of registrar
387. Collection of information and statistics from companies
388. Oaths and affirmations
389. Evidence of entries and documents
390. Power of registrar to award costs
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391. Proceedings before the registrar
392. Loss or destruction of certificate
393. Reference to High Court by Registrar
394. Registrar to appear in legal proceedings
395. Costs of the registrar
396. Regulations
PART XX
MISCELLANEOUS PROVISIONS
397. Electronic transactions
PART XXI
OFFENCES AND PENALTIES
398. Failure to comply with this Act
399.
Failure to keep books
400. Failure to provide documents
401. False or misleading notice Cap 87
402. Knowingly furnishing false document Cap 87
403. Fraudulent use or destruction of property Cap 87
404. Falsification of records Cap 87
405. Using fraudulent document Cap 87
406. Carrying on business fraudulently
407. Penalties for carrying on business fraudulently
408. Persons prohibited from managing companiesCap 87
409. Other offences Cap 87
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410. Liability of Directors and management
411. General penalty
412. Non compliant company excluded from incentives Act No. of 9
2006, Act No. 11 of 2006, Cap 323
413. Penalty for false statements
414. Penalty for improper use of ‗incorporated‘ or ‗Limited‘
415. Civil liability for fraudulent trading
416. Offence of fraudulent trading
417. Imprisonment for failure to pay fine
418.
Costs in action of limited companies
419. Contribution between joint wrongdoers
420. Power to grant relief from civil liability
421. Exemption from liability for actions or omissions
422. Falsification of entries in register
423. Altering of documents
424. Deceiving or influencing the registrar or an officer
425.
Witness giving false evidence
426. Aiding and abetting
427. False representation about Companies Office
428. Penalties
429. Rules of Court
PART XXII
TRANSITIONAL PROVISIONS
430. Registration of charges
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431. Companies subject to other legislation
Effect of this Act on those persons holding office at
commencement of Act
432. Act made under Cap 388 to continue
433. Effect of the existing companies‘ articles of association and
resolutions of shareholders at the commencement of Act
434. Effect of the repeal of Cap 388 on judicial proceedings, etc
435. Register, fund and account under Cap 388
436. Company registration
437.
Fee, charge or sum paid or unpaid
438. Approval of acts and resolutions
439. Continuing the winding up process cap. 388
440. Repeal of Cap 388
441. Repeal of inconsistent provisions Cap. 397
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A BILL
ENTITLED
An Act to provide for the incorporation,
categorization, management and administration of
different types of companies; to provide for modern
day practices in company law such as mergers,
acquisitions, amalgamations and restructuring; to
provide for the registration of foreign companies
doing business in Zambia; to provide for co-
operatives to operate under the style of companies
and be registered; to provide for the colour coding of
certificates of incorporation of Zambian companies
and of the registration certificates of foreign
companies; to incorporate corporate governance and
financial reporting provisions and provide for the
functions and obligations of a company secretary and
a director; to provide for the responsibilities of public
companies; to provide for the start up and
functioning of small companies; to repeal and
replace the Companies Act, 1994; and to provide for
matters connected with or incidental to the foregoing.
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ENACTED by the Parliament of Zambia
PART I
PRELIMINARY
1. (1) This Act may be cited as the
Companies Act, 2013.
(2) This Act shall come into
operation when the Insolvency Act, 2013 comes
into operation.
2. (1) Notwithstanding subsection (2), this
Act shall not apply to a corporate body established or
registered under the provisions of any other law, in
respect of any business carried on by it under the
name by which it is so established or registered.
(2) Notwithstanding any other law, this Act
shall apply to co-operatives, co-operative unions and
trusts for purposes of registration and incorporation.
(3) This Act shall be administered by the
Agency.
3. In this Act, unless the context otherwise
requires -
―Agency‖ means the Patents and Companies
Registration Agency established under the
Patents and Companies Registration Act;
Short title and
commencement
Application
and
administration
of Act
Interpretation
Act No. 15 of 2010
Enactment
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―accounts‖ means the financial statements of a
company together with accompanying notes,
but does not include the auditors‘ report or
annual report of the company;
―accountant‖ means a person qualified in the theory
and practice of accountancy, an auditor, tax
consultant and tax adviser registered under the
Accountants Act;
―accounting records‖ include –
(a)
invoices, receipts, orders for the
payment of money, bills of
exchange, cheques, promissory
notes, vouchers and other
documents of prime entry; and
(b) such working papers and other
documents as are necessary to
explain the methods and
calculations by which the accounts
are made up;
―accounting period‖ means the period in respect of
which the financial statements of a company or
other body corporate are made up, whether
that period is a year or not;
―address‖ means a place where an individual or
company is located and in the case of the
address of -
(a) an individual person, means the full
Act No. 13 of
2008
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address of the place where that
person usually lives; and
(b) a company, means its registered
office or its principal place of
business;
―agency deed‖ means a deed executed by a company
or a debenture holder's representative in
relation to the issue of debentures and a
supplementary document, resolution or scheme
of arrangement modifying the terms of the deed
and a deed substituted for it;
―annual accounts‖ the annual financial statements of
a company that gives a true and fair view of the
financial performance, financial position and
cash flows of the company; and includes
consolidated financial statements for a group
that gives a true and fair view of the group‘s
financial performance, financial position and
cash flows;
―annual general meeting‖ means an annual general
meeting of the shareholders of a company,
required under this Act;
―annual report‖ means an annual report of the
affairs of a company required to be prepared
under this Act;
"annual return" means the return referred to in
section three-hundred and nine, together with
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any document required by this Act to
accompany the return;
―approved valuer‖ means a technical or professional
who is a lawfully registered expert under any
other law and includes -
(a) a qualified auditor;
(b) an urban engineer;
(c) a qualified architect;
(d)
a qualified inspector;
(e) a land surveyor; and
(f) any other person registered or
designated as such under any law;
―arrangement‖ means the re-organization of the
share capital of a company by the consolidation
of shares of different classes, by the division of
shares into shares of different classes or by
other methods intended to change the shares;
―articles‖ means the articles of association of a
company provided for under section six;
―auditor‖ means a person holding a practicing
certificate or a firm registered under the
Accountants Act and appointed to perform any
auditing functions;
―auditor‘s report‖ means the report of the auditors of
a company referred to in section two hundred
Act No. 13 of 2008
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and ninety one.
―board of directors‖ means –
(a) persons appointed or nominated as
directors of a company who number not
less than the required quorum acting
together as a board; or
(b) if the company has at the time only one
director, that director;
"body corporate" means a company or corporation
incorporated under or by virtue of the laws of
Zambia or of any other country, other than a
corporation sole;
"book" includes accounts, deed, writing, register,
document, accounting record, and any clear
record of information, however compiled and
whether recorded or stored in written or printed
form or by electronic or photographic process or
otherwise;
"branch register" means a branch register of a
company established under this Act;
―certified true copy‖ means -
(a) a copy or extract of a document,
certified in such a manner as may
be approved by the Registrar to be a
true and complete copy of the
original, or extract of the document;
(b) in relation to a translation of a
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document in a language other than
English, a document certified in
such a manner as may be approved
by the Registrar to be a correct and
accurate translation of the original
document into English;
―citizen‖ means a citizen of Zambia;
―citizen empowerment company ‖ has the meaning
assigned to it under section 5 of this Act ;
―citizen owned company‖ has the meaning assigned
to it under section 5 of this Act ;
―class‖ means a class of shares having attached to
the shares the same rights, privileges,
limitations and conditions;
―company‖ means a business enterprise incorporated
under this Act;
―company‘s book‖ includes any account, deed,
writing or document and any other record of
information however compiled, recorded in or
stored belonging to a company;
―company limited by guarantee‖ means a company
formed on the principle of having the liability of
its members limited by its constitution to such
amount as the members may respectively
undertake to contribute to the assets of the
company in the event of it being wound up;
―company limited by shares‖ means a company in
Act No. 9 of
2006
Act No. 9 of
2006
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which the liability of a shareholder is limited to
the amount unpaid on subscribed shares;
―compromise‖ has the meaning assigned to the term
under the Insolvency Act, 2013;
―co-operative‖ has the meaning assigned to the term
under the Co-operative Societies Act;
―corporation‖ means a body corporate, including a
foreign company or any other body corporate
in or outside Zambia that is registered under
this Act to do business in Zambia;
―court‖ means the High Court for Zambia; ;
―creditor‖ means a person who, in a liquidation, is
entitled to claim that a debt is owing to that
person by a company;
―debenture‖ has the same meaning assigned to it
under the Insolvency Act, 2013;
―director‖ means a person appointed as a member of
the board of directors under Part VII, or an
alternate director, by whatever name
designated;
―dividends‖ means a number or quantity of money to
be divided among shareholders;
―entitled person‖ means a shareholder or any other
person who is recognised under a company‘s
articles as enjoying a shareholder‘s rights and
obligations;
―extraordinary general meeting‖ means a general
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meeting of a company that is not an annual
general meeting;
―extraordinary resolution‖ means a resolution passed
by a majority of at least seventy-five percent of
the votes cast by such shareholders, as being
entitled so to do, vote in person or by proxy at a
meeting duly convened and held;
―financial institution‖ has the meaning assigned to
‗ financial service providers‘ under the Banking
and Financial Services Act;
‗‘foreigner owned company‘‘ means assigned to it
under section 5 of this Act;
―group of companies‖ means a group comprising a
holding company and its subsidiaries;
―holding company‖ means a company that –
(a) controls the composition of the board of
another company;
(b) is in a position to exercise, or control
the exercise of, more than one-half the
maximum number of votes that can be
exercised at a meeting of another
company;
(c) holds more than one-half of the issued
shares of another company, other than
shares that carry no right to participate
beyond a specified amount in a
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distribution of either profits or capital;
or
(d) is entitled to receive more than one-half of
every dividend paid on shares issued by
another company, other than shares that
carry no right to participate beyond a
specified amount in a distribution of either
profits or capital;
―indictable offence‖ means an offence which, if
committed by an adult, is triable on indictment;
―initial investment‖ means the amount required to
start a business venture and excludes working
capital;
―insolvency test‖ has the meaning assigned to it
under the Insolvency Act, 2013;
―insurance broker‖ has the same meaning assigned to
that term under the insurance Act;
―insurance business‖ has the meaning assigned to
the term under the Insurance Act;
―interest register‖ means the register into which the
interest, of a director or shareholder, regarding
any business of a company is recorded;
―international financial reporting standards‖ means
principle based standards, adopted by the
International Accounting Standards Board,
that provide a global framework on how
companies should prepare and disclose their
Act No. 27 of
1997
Act No. 27 of
1997
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financial statements;
―international standards on auditing‖ means
auditing standards, issued by the International
Auditing Standards Board, that members are
expected to follow in the conduct of audits of
financial statements;
―limited company‖ means a company limited by
guarantee or a company limited by shares;
"liquidator" has the meaning assigned to it in the
Insolvency Act, 2013;
―meeting‖ means an annual general meeting,
extraordinary general meeting or special
meeting;
―member‖ means a shareholder or stockholder of a
company or a subscriber to a company limited
by guarantee;
―nominee‖ means a person entitled to exercise a
right only in accordance with instructions given
by another person;
―non-executive director‖ means a director who is not
involved in the day to day management of a
company;
―officer‖ includes-
(a) a director, company secretary or
executive officer of a company;
(b) a local director of a foreign
company;
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―ordinary resolution‖ means a resolution passed by a
simple majority of votes cast by such
shareholders as, being entitled so to do, vote in
person or by proxy at a meeting duly convened
and held;
―person concerned‖ means -
(a) a person who is or has been
employed by a company as a
director, banker, accountant,
advocate or legal practitioner,
Registrar or otherwise;
(b) a person who, or in relation to
whom, there are reasonable grounds
for suspecting that the person -
(i) has in the person‘s possession
any property of a company;
(ii)
is indebted to a company;
(iii) is able to give information
concerning the promotion,
formation, management,
dealings, affairs or property of
a company;
―pre-emptive rights‖ means shares issued or
proposed to be issued by a company that
rank or would rank as to voting or
distribution rights, or both, equally with or
prior to shares already issued by the
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company which may be offered, for a
reasonable period, for acquisition to the
holders of the shares already issued in a
manner and on terms that would, if
accepted, maintain the existing voting or
distribution rights, or both, of those holders;
―prescribed" means prescribed in the regulations
made under this Act;
"private company" means a private company limited
by shares, a company limited by guarantee or
an unlimited company;
"private company limited by shares" means a
company incorporated as such, being a
company satisfying any provision under this
Act;
―property‖ means property of every kind whethertangible or intangible, real or personal,
corporeal or incorporeal and includes all rights,
in relation to property whatever their nature;
―prospectus‖ means a notice, circular, advertisement
or request inviting applications or offers from
the public to subscribe for or purchase, a share
in, or debenture of, a company or proposed
company;
―receiver‖ has the same meaning assigned to it in the
Insolvency Act, 2013;
"registered accountant" means an accountant
Act No. 13
of 2008
Act No. of
2012
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registered under the Accountants Act;
―register‖ means the register of companies kept at
the Agency under this Act;
―registered‖ means lodged with the Registrar and
entered in the register;
―Registrar‖ means the person appointed as Registrar
under the Patents and Companies Registration
Agency Act;
‗ related entity of a director‘ means a company or
corporation in which the director and any relative or
relatives of the director between them hold,
themselves or through nominees, voting interests
that exceed fifty percent;
―repealed Act‖ means the Companies Act Chapter
388 of the Laws of Zambia;
"seal" means the common seal of a company or other
body corporate;
―secured creditor‖ has the meaning assigned to the
term under the Insolvency, 2013;
―security‖ includes -
(a) a mortgage;
(b) a given property or part of it;
(c) a deposit of a share or debenture
certificate;
(d) a lien consisting of shares or
Act No. 15 of
2010
Act No. of
2012
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debentures;
(e) a lien over a motor vehicle;
(f) a lien over industrial materials;
(g) an agreement to give a charge;
but does not include the following:
(a) a hire-purchase agreement and
rentals;
(b) rent charges; and
(c) annuities granted or reserved out of
land;
―shareholder‖ means a person whose name -
(a) is entered in the share register as
the holder for the time being of one
or more shares in a company; or
(b) appears in a request for company
registration at the time of a
company‘s incorporation and who is
regarded as a shareholder until the
person‘s name is entered in the
share register; or
(c) is to be entered in the share register
under an amalgamation proposal
and is regarded as a shareholder in
an amalgamated company until the
person‘s name is entered in the
share certificate;
―shares‖ includes stock;
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―share register‖ means the register referred to under
section one hundred and seventy two.
―small private company‖ means any company whose
total investment, excluding land and buildings,
annual turnover and the number of persons
employed by the enterprise, does not exceed the
numerical value prescribed;
―statutory regulatory Act‖ means the Co-operative
Societies Act, the Land (Perpetual Succession)
Act, the Banking and Financial Services Act or
the Insurance Act, as the case may be;
―special meeting‖ means a meeting called in
accordance with section two hundred and thirty
to considered any matter provided under this
Act;
―special resolution‖ means a resolution approved by
at least seventy - five per cent of the votes of
the shareholders, as being entitled so to do,
vote in person or by proxy at a meeting duly
convened as a meeting at which the resolution
will be moved as a special resolution and duly
held, or such higher majority percentage as the
articles of association may require;
―subsidiary‖ means a company that is a subsidiary
to a holding company;
―trust‖ means an arrangement in which a personCap. 186
Act No. 20
of 1998
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transfers property to one or more assignees
who will hold such property for the benefit of
one or more persons and which is regulated
under the Lands (Perpetual Succession) Act;
―unlimited company‖ means a company formed on
the principle of having no limit placed on the
liability of its shareholders.
PART II
REGISTRATION AND INCORPORATION
4. (1) Subject to this Act, two or more persons
associated for any purpose may incorporate a
company by subscribing their names to an
application for incorporation in the prescribed
manner and form upon payment of the prescribed
fee.
(2) Subject to subsection (3), an individual
shall not subscribe to an application for
incorporation if the person —
(a) is under eighteen years of age;
(b) is an undischarged bankrupt under the laws
of Zambia;
(c) subject to an order by the court, is an
undischarged bankrupt under the laws of
another country;
(d) is of unsound mind and has been declared
Incorporation
of company
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to be so by the court or a court of competent
jurisdiction of another country; or
(e) has, in the last five years prior to the
application, been convicted of an offence
involving fraud or dishonesty in Zambia or
elsewhere.
(3) The incorporation of a company shall not be
invalid by reason only that an individual or
individuals subscribed to the application for
incorporation in contravention of subsection
5. (1) Every company shall -
(a) have a name;
(b) have an address;
(c) have a main business objective;
(d) be limited by shares or guarantee or
have unlimited liability for the
obligations of the company;
(e) have two or more directors; and,
(g) Every company shall have a nominal
Capital or guaranteed amount
which shall not be less than the
prescribed minimum.
(2) The minister shall prescribe the
minimum issued share capital or
guaranteed amount.
Essential
requirements
Content of
memorandum of
association
Articles of
association and
amendments
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6. (1) A company shall have articles
regulating the conduct of the company.
(2) The articles of association may contain
restrictions on the business that the company may
carry on.
3) A company shall not carry on any business
or exercise any power that it is restricted by its
articles from carrying on or exercising, nor exercise
any of its powers in a manner contrary to its
articles.
(4) Where a provision in the articles is
inconsistent with this Act or any other written law,
the provision is invalid to the extent of the
inconsistency.
(5) A company may adopt the provisions of
standard articles set out in the Schedule.
(6) The articles of association of a public
company or a private company limited by shares
shall be deemed to have adopted the provisions of
the standard articles set out in the Schedule, except
insofar as the articles exclude or modify those
provisions.
(7) The articles of association shall be divided
into paragraphs numbered consecutively.
(8) Subject to this Act, and to its articles, a
company may amend its articles of association if it
passes a special resolution approving the
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amendment.
(9) If a company passes a special resolution
approving the amendment of its articles of
association, it shall within twenty-one days after the
date of the resolution lodge a copy of the resolution
with the Registrar together with a copy of each
paragraph of the articles affected by the
amendment, in its amended form.
(10) The articles of association have effect in
their amended form on and from the day of their
lodgment with the Registrar or such later date as
may be specified in the resolution.
(11) If a company fails to comply with
subsection (9), the company, and each officer in
default, commits an offence, and shall be liable on
conviction to a fine not exceeding forty thousand
penalty units for each day that the failure continues.
7. The articles of association of a company
shall be signed by persons who shall constitute the
first members of the company.
8. (1) The articles of association of a
company shall have the effect of a contract -
(a) between the company and each
member or shareholder; and
(b) between or amongst the members
Effect of
articles ofassociation
Signing andadoption of
articles of
association
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(d) the names of the directors.
(3) The Registrar shall keep a record of such
other details as may be prescribed, including charges
on a company‘s assets and any offences committed
by a company, its shareholders or directors.
PART III
TYPES OF COMPANIES AND REQUIREMENTS
14. There shall be the following types of
companies:
(a) a company limited by shares;
(b) a company limited by guarantee;
(c) an unlimited company.
15. (1) Every company shall be
incorporated under one of the following categories:
(a) a public company;
(b) a private company, being-
(i) a company limited byshares;
(ii) a company limited byguarantee; or
(iii) an unlimited company;
(c) a statutory regulated company,
being a-
(i) a cooperative;
(ii) a trust;
Categories of
companies
Types of
companies
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(iii) a bank;
(iv) a financial institution;
(v) a insurance business;
(vi) a insurance broker; or
(vii) such other company as may
be prescribed under an under
an Act of Parliament.
(2) A company incorporated under this Act may be
sub categorized as a-
(a)
citizen empowerment company where twenty-five to fifty percent of company equity is owned
by citizens.
(b) citizen owned company where at least fifty
percent of company equity is owned by citizens
(c) citizen participatory company where five to
twenty-five of company equity is owned by
citizens.
(d) foreign-owned company where over fifty
percent of company equity is owned by
foreigners.
(3) Notwithstanding section four, an unlimited
company shall not be a public company.
(4). A foreign company or foreigner owned
company shall be disqualified from
incorporation if, when registered, will fall
under the category of micro or small
enterprise.
Public
companies
Prohibition on
micro and small
foreign
companies and
foreign owned
com anies
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16. (1) A public company shall have share
capital.
(2) The articles of a public company shall state -
(a) the rights, privileges, restrictions
and conditions attaching to each
class of shares, if there are two or
more classes; and
(b) the authority given to the directors
to determine the number of shares
in, the designation of, and the rights,
privileges, restrictions and
conditions attaching to, each series
in a class of shares, if the class of
shares may be issued in series.
(3) All shares shall rank equally apart from
differences due to their being in different classes or
series.
(4) Where a public company is wound-up, a
member shall be liable to contribute, in accordance
with Insolvency Act 2012, an amount not exceeding
the amount, if any, unpaid on the shares held by
him.
(5) The articles of association of a public
company shall not impose any restriction on the right
to transfer any shares of the company other than -
(a) a restriction on the right to transfer
any shares on which there is unpaid
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series.
(2) All shares shall rank equally apart from
differences due to their being in different classes or
series.
(3) Where a private company limited by shares
is wound-up, a member shall be liable to contribute,
in accordance with the Insolvency Act, an amount not
exceeding the amount, if any, unpaid on the shares
held by that member.
18. (1) Each subscriber to an application for
incorporation as a company limited by guarantee
shall sign a declaration of guarantee specifying the
amount that the subscriber undertakes to contribute
to the assets of the company in the event of its being
wound-up.
(2) Each subscriber to the application for
incorporation shall, on the incorporation of the
company, be a member of the company.
(3) Subject to any additional requirements
imposed by the articles of the company-
(a) a person shall become a member of the
company, on approval by a special
resolution of the company, by signing a
declaration of guarantee and delivering
it to the company; and
(b) a person shall cease to be a member on
Companieslimited by
guarantee
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delivering to the company a signed
notice in writing to that effect.
(4) Within seven days after a person becomes
a member or ceases to be a member of the company,
the company shall lodge with the Registrar a notice in
the prescribed form, together with, in the case of a
person's becoming a member, the declaration of
guarantee by the person.
(5) A company limited by guarantee shall not
carry on business for the purpose of making profits
for its members or for anyone concerned in its
promotion or management.
(6) Where a company limited by guarantee is
wound-up, a member shall be liable to contribute, in
accordance with the Insolvency Act, an amount not
exceeding the amount specified in the declaration of
guarantee made by the member.
(7) If the company carries on business for the
purpose of making profits for its members or for
anyone concerned in its promotion or management-
(a) those officers and members of the
company who willfully authorise or
permit the business to be carried on
for that purpose shall be jointly and
severally liable for the payment and
discharge of all debts and liabilities
of the company incurred in carrying
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on the business so authorised or
permitted; and
(b) each of the officers and members
referred to in paragraph (a) commits
an office, and shall be liable on
conviction to a fine of not more than
one hundred thousand penalty units
for each day on which that business
is carried on.
(8) If the company fails to comply with
subsection (4), the company, and each officer in
default, commits an offence, and shall be liable, on
conviction, to a fine not exceeding thirty thousand
penalty units for each day that the failure continues.
19. (1) An unlimited company shall have
share capital and its articles of association shall state
-
(a) the rights, privileges, restrictions and
conditions attaching to each class of
shares, if there are two or more
classes; and
(b) the authority given to the directors to
determine the number of shares in, the
designation of, and the rights,
privileges, restrictions and conditions
attaching to each series, if a class of
Unlimited
companies
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shares may be issued in series.
(2) All shares shall rank equally apart from
differences due to their being in different classes or
series.
(3) Where an unlimited company is wound-up, a
member shall be liable to contribute, in accordance
with the Insolvency Act, without limitation of liability.
20. (1) A statutory regulated company
shall be registered and incorporated in accordance
with this Act and regulated under the relevant law.
(2) The requirements applicable to companies
shall apply mutatis mutandis to statutory regulated
companies.
21. (1) A company limited by shares may be
converted to a company limited by guarantee by a
special resolution where –
(a) there is no unpaid share;
(b) all its members agree in writing to
the conversion and to the voluntary
surrender of the company for
cancellation of all the shares held by
them immediately before the
conversion; and
(c) new articles of association
appropriate to a company limited by
Act No. of
2012
Statutory
regulatedcompany
Conversion of
companylimited by
shares to
companylimited by
guarantee
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guarantee are filed.
(2) The new articles of association of the
company limited by guarantee shall be filed to the
Registrar for registration.
22. The conversion of a company shall –
(a) take effect on the issue of the
certificate;
(b) operate so that all shares are
deemed to have been validly
surrendered and cancelled;
(c) have effect so that every member
who has not agreed to contribute to
the share capital of the company
shall cease to be a member;
(d) not affect any right or obligation of
the company except as otherwise
provided in this section or render
defective any proceedings by or
against the company.
23. A limited company may convert to an
unlimited company by passing a special resolution to
that effect and by making any necessary
amendments to its articles and filing with the
Registrar a copy of the resolution.
Requirement for
converting
company
Conversion of
limited
company intounlimited
company
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24. An unlimited company may convert to an
limited company by passing a unanimous resolution
to that effect and filing with the Registrar a copy of
the resolution.
25. (1) A body corporate shall be
considered as associated if one is a subsidiary of the
other or both are subsidiaries of the same body
corporate.
(2) A company shall be considered as
associated if one is a subsidiary of the other or both
are subsidiaries of the same body corporate.
26. (1) The various companies and their
certificates of incorporation, or certificates of
registration, in the case of a foreign company
incorporated outside Zambia, shall be colour
coded.
(2) The Minister may make regulations
providing for the colour coding of companies.
PART IV
COMPANY NAME
27. Where the liability of the shareholders of a
company is limited, the registered name of the
company shall end with the word "Limited" or the
Abbreviation of
Limited
Company
Associated
bodies
corporate
Conversion ofunlimited
company into
limited company
Colour coding
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abbreviation "Ltd".
28. (1) The Registrar may, on the
application of a company limited by guarantee, grant
the company written permission to omit the word
"Limited" from its name.
(2) The Registrar may grant the permission
on such conditions as the Registrar thinks fit, and
those conditions shall be binding on the company.
(3) The Registrar may make a decision to
dispense with the word "Limited" from its name for a
company which is already registered if the Registrar
is satisfied that the company is or becomes a
company limited by guarantee.
(4) On incorporation a company limited by
guarantee shall enjoy all the privileges of a limited
company, and be subject to all its obligations, except
those of using the abbreviation "Ltd" as part of its
name.
29. (1) The Registrar may revoke a decision
made under section twenty-eight, where the reasons
for the dispensation cease to be valid.
(2) Where a revocation of a decision is made
by the Registrar the revocation shall take effect on
Registrar may
allow company to
dispense with
"Limited" in its
name
Revocation of
dispensation of
“Limited”.
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such date as the Registrar shall determine.
30. The Registrar shall register a company or
a change of the name of a company where the name
has been cleared and granted by the Registrar.
31 . (1) The Registrar may refuse to reserve or
register a proposed name of a company where it
appears to the Registrar that the name, if registered,
is likely to cause confusion with a well known name;
or the registration is sought to prevent another
person who is legitimately entitled to use the name
from using the name; or the registration of the name
is otherwise undesirable or not in the public interest;
and the Registrar may direct the Company to change
its name in accordance with this Division.
(2) The Registrar shall, where the Registrar
refuses to register a proposed name of a company,
notify the applicant of the reasons for the refusal
within seven days of the decision. The Registrar may,
where a company does not change its name after
receiving a direction under subsection
(1), within fifty days or such longer period as
the Registrar may allow, in writing, register the
designating number of the company, together with
the word "Limited" or "PLC" if required by section
thirty seven, as the name of the company, and shall
issue a new certificate of incorporation for the
Reservation
of company
name
Application forname and
reservation of
name
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company worded to meet the circumstances of the
case
A change of name under subsection (1) shall not
affect any rights or obligations of the company nor
render defective any legal proceedings that could
have been continued or commenced against it by its
former name, and any such legal proceedings may be
continued or commenced against it by its new name.
(5) Where the Registrar directs a company to
change its name, compensation shall not be payable
in respect of the name ordered to be changed.
(6) In this section, "well known name" means a
name associated generally with a company, whether
within or outside the Republic, and in respect of
which confusion is likely to arise if registered by
another company, other than the company generally
known by that name.
32. (1) A company may pass a special resolution to
change its name.
(2) Within twenty-one days after the date of the
resolution, the company shall notify the Registrar in
the prescribed form that the company intends to
change its name to the name specified in the
resolution in this section called the
Change of name
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relates.
(8) A change of name by a company shall not
affect any rights or obligations of the company nor
render defective any legal proceedings that could
have been continued or commenced against it by its
former name, and any such legal proceedings may be
continued or commenced against it by its new name.
33. The change of name of a company shall
take effect from the date contained in the certificate
of incorporation.
34. (1) A company shall ensure that its
name is clearly stated -
(a) in every written communication sent
by, or on behalf of the company;
and
(b) on every document issued or signed
by or on behalf of the company and
which evidences or creates a legal
obligation of the company.
(2) If a company fails to comply with
subsection (1), the company, and each officer in
default, commits an offence, and shall be liable on
conviction to a fine not exceeding forty thousand
penalty units.
Date of effect of
change of name
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35. Where the name of a company is
incorrectly stated in a document which evidences or
creates a legal obligation of the company and a
person issues or signs the document by or on behalf
of the company, every person who issues or signs the
document is liable to the same extent as the
company unless the person who issues or signs the
document proves that the person in whose favour the
obligation was incurred was aware at the time the
document was issued or signed that the obligation
was incurred by the company.
36. Where, within a period of twelve months
prior to a company‘s release of any public notice the
name of the company changes, the company shall
ensure that the notice, that is published in a
newspaper of general circulation or in the Gazette,
states -
(a) that the name of the company has
changed;
(b) the specific date or month in which
it changed; and
(c) the former name or names of the
company.
(2) If a company fails to comply with
subsection (1), the company, and each officer in
default, commits an offence, and shall be liable on
A company name
incorrectly stated
Effect of
change of
company name
on public
notices issued
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conviction to a fine not exceeding forty thousand
penalty units for each day that the failure continues.
PART V
CAPACITY, POWERS AND VALIDITY OF ACTS
37. (1) A company shall have, subject to this Act
and to such limitations as are
inherent in its corporate nature, the capacity,
rights, powers and privileges of an individual.
(2) A company shall have the capacity to carry
on its business and exercise its powers in any
jurisdiction outside Zambia to the extent that
the laws of Zambia and of that jurisdiction
permit.
38. (1) A company or a guarantor of an
obligation of a company shall not disadvantage a
person dealing with the company or with a person
who has signed a contract or received rights or
interests from the company based on the fact that -
(a) the provisions of this Act, the
articles of association and the
internal rules and regulations of the
company, have not been complied
with; or
(b) a person named as a director or
employee of the company in the
Capacity, powersand rights of
Company
Dealings betweencompany and
other persons
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most recent notice received by
the Registrar -
(i) is not a director or employee of
a company;
(ii) is not duly appointed; or
(iii) does not have authority to
exercise powers usually
performed by a director or
employee of a company.
(2) A person appointed by a company as a
director, employee, or nominee of the company with
special authority granted by the owners of that
company to exercise those powers held by persons in
those posts may exercise those powers.
(3) A document issued on behalf of a
company by a director, employee, or nominee of a
company with actual or usual authority to issue the
document is valid or genuine.
(4) Notwithstanding subsection (3), a
document may be opposed or become invalid where
the person has, or ought to have, by virtue of the
person‘s position in a company , knowledge of the
matters referred to in this section or that the
documents used are forged documents.
(6) Subsection (1) shall apply even though a
person referred to in subsections (2) to (4) acts
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fraudulently or forges a document that appears to
have been signed on behalf of a company, unless the
person dealing with the company or with a person
who has acquired property, rights, or interests from
the company has actual knowledge of the fraud or
forgery.
39. A person shall not be affected by, or be
deemed to have notice or knowledge of the contents
of the articles of association of, or any other
document relating to, a company merely because
the articles of association or the document are -
(a) registered ; or
(b) are available for inspection at an
office of the company.
PART VI
DE-REGISTRATION OF COMPANY
40. (1) Where:
(a) a company has not filed annual returns in
accordance with this Act, or
(b) the Registrar has reasonable cause to
believe that the company is not carrying on business
or is not in operation,
the Registrar may send to the company by
registered post a letter to that effect and also stating
Power of Registrar
to strike company
off register
No presumption
of knowledge of
article of
association
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director or shareholder of the company or any other
person in respect of any act or omission that takes
place before the company is removed from the
register and that liability continues and may be
enforced as if the company has not been removed
from the register.
44. (1) Where a company has been dissolved
under this Act, the court may at any time within two
years after the date of dissolution, on application by
the reveiver or liquidator of the company or by any
other person who appears to the court to be
interested, make an order upon such terms as the
court thinks fit declaring the dissolution to have been
void, and thereupon such proceedings may be taken
as might have been taken if the company had not
been dissolved, except that, for the purposes of any
period of limitation, time shall not be deemed to run
during the period between the dissolution and the
date of the order, or of such other date as the order
specifies.
(2) The court may by the order give such
directions and make such provisions as it thinks just
for placing the company and all other persons in the
same position as nearly as may be as if the company
had never been dissolved.
(3) The person on whose application the order
Power of court to
declare dissolution
of company void
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is made shall, within seven days after the making of
the order or such further time as the court may
allow, lodge with the Registrar and with the official
receiver a copy of the order, and the Registrar shall
thereupon cause notice thereof to be published in the
Gazette or otherwise as the court may direct.
(4) If the person fails to comply with subsection
(3), he shall be guilty of an offence, and shall be
liable on conviction to a fine not exceeding three
monetary units for each day that the failure
continues.
(5) An application in the prescribed form and
upon payment of the prescribed fees may be made by
a former director to the registrar to restore to the
register a company that has been struck off the
register under section fourty provided that the
Registrar may not restore the company to the register
if:
(a) the application has been made after the end
of the period of five years from the date of
dissolution;
(b) there has not been payment of all
outstanding fees including penalties due at the date
of dissolution
Application for
administrativerestoration to
the register
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PART VII
ADMINISTRATION AND MANAGEMENT OF A COMPANY
45. (1) Every company shall have a
registered office in Zambia to which all
communications and notices may be addressed and
which shall constitute the address for service, of legal
proceedings, on the company.
(2) Every company shall display, in a
conspicuous place at the registered office, the
company‘s certificate of incorporation.
46. (1) The Board of directors of a company
may, at any time, change the registered office of the
company.
(2) The change of the registered office shall
be notified to the Registrar in the prescribed form
within 15 days of such change.
(3) The change of the registered office shall
take effect on the date contained in the notice.
47. A company shall keep the following
records at its registered office:
(a) articles of association;
(b) minutes of all meetings and
resolutions of shareholders within
Changing
registered office
Records kept at
company’s
registered office
Registered
office
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the last five years;
(c) an interests register;
(d) minutes of all meetings and
resolutions of directors and
directors committees within the last
five years;
(e) the full names and addresses of the
current directors;
(f) copies of all written communications
to all shareholders or all holders of
the same class of shares during the
last ten years, including annual
reports;
(g) copies of all financial statements for
the last ten years completed
accounting periods;
(h)
the accounting records for the last
five years;
(i) the shares register; and
(j) the copies of instruments creating
or evidencing charges required to be
registered under this Act.
(k) Any other document or record as the
Minister may prescribe
48. Every shareholder and director shall be
entitled, on giving reasonable notice, to inspect the
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records of the company, without charge and at a
reasonable time.
49. (1) A company shall have a common seal
bearing its name and the words "common seal"
thereon in legible Roman letters.
(2) The common seal shall not be used except
with the authority of a resolution of the directors of a
committee of the directors specifically empowered to
authorise the affixing of the seal.
50. (1) A company may, subject to its articles,
have for use in any place outside Zambia an official
seal, which shall be a facsimile of the common seal of
the company with the addition on its face of the
name of the places where it is to be used.
(2) Every document to which an official seal is
duly affixed shall bind the company as if it had been
sealed with the common seal of the company.
(3) The company may, by writing under its
common seal, authorise any agent appointed for that
purpose to affix the official seal to any document to
which the company is a party in that place.
(4) Any person dealing with such an agent in
reliance on the writing conferring the authority shall
be entitled to assume that the authority of the agent
continues during the period, if any, specified in the
writing or, if no period is therein specified, until that
person has actual notice of the revocation or
Seal of companyoffice
Official seal for
use abroad
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determination of the authority.
(5) The person affixing any such official seal
shall, by writing under his hand, certify on the
document to which the seal is affixed the date onwhich and the place at which it is affixed.
51. (1) Any contract or instrument which, if
entered into by a person other than a body corporate,
would not be required to be under seal may be
entered into or executed without seal on behalf of a
company by the secretary, a director, or any persongenerally or specifically authorised by the directors to
do so.
(2) Any document purporting to be a document
under the seal of a company, or issued on behalf of
the company, shall be received in evidence and shall
be presumed to be duly executed or issued.
52. A bill of exchange or promissory note
shall be deemed to have been made, accepted or
endorsed on behalf of a company if made, accepted
or endorsed in the name of, or by or on behalf or on
account of, the company by any person acting under
its authority, express or implied.
53. (1) A company may, by writing under itscommon seal, empower any person, either generally
or in respect of any specified matters, as its attorney,
to execute deeds on its behalf in any place outside
Zambia.
Form of
contracts andinstruments
registered
office
Bills of
exchange and
promissory notes
Execution of
deeds abroad
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(2) A deed signed by such an attorney on
behalf of the company and under his seal shall bind
the company and have the same effect as if is were
under its common seal of the company.
54. (1) A document may be served on a
company by-
(a) leaving it at the registered office of the
company; or
(b) personal service on a director orsecretary.
(2) A document sent by post to the registered
postal address of the company shall be deemed to
have been served on the company if it is proved, by a
receipt issued or otherwise, that the document, or a
post office notification of the document, was delivered
to the registered postal address.
(3) Nothing in the section shall affect any
provision in this Act relating to the service of any
document, or detract from the power of any court to
direct how service shall be effected of any document
relating to legal proceedings before the court.
55. (1) For the purposes of this Act, adocument may be served by a company on any
member, debenture holder, director or secretary of
the company-
(a) personally;
(b) by sending it by registered post in a
Service ofdocuments on
company
Service ofdocuments by
company
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prepaid letter addressed to him at his registered
postal address or at any other address supplied by
him to the company for the giving of notices to him;
or(c) by leaving it for him at his registered
address with some person apparently over the age of
eighteen years.
(2) A document may be served by a company
on the joint holders of any share of debenture of the
company by serving it on the joint holder named first
in the register of members of debenture holders in
respect of the share of debenture.(3) A document may be served by a company
on the person upon whom the ownership of any
share or debenture has devolved by reason of his
being a legal personal representative, receiver, or
trustee in bankruptcy of a member of debenture
holder-
(a) personally;
(b) by sending it by registered post in aprepaid letter addressed to him at a postal address
notified by him to the company;
(c) by serving it in any manner in which it
might have been served if the death, receivership or
bankruptcy had not occurred, if the company has not
received notice of a postal address for the person; or
(d) by leaving it for him at a place theaddress of which has been notified by him to the
company, with some person apparently over the age
of eighteen years.
(4) Where a document is sent by registered
post, service shall be deemed to be effected by
properly addressing, prepaying and posting a letter
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containing the document and to have been effected at
the expiration of seven days or, if it is sent to an
address outside Zambia, twenty-one days, after the
letter containing the same is posted.(5) For the purposes of subsection (4), where a
letter is sent to an address outside Zambia, it shall
be despatched by airmail.
56. Where a company would be liable for the
acts of any officer or agent, the company shall be
liable notwithstanding that the officer or agent has
acted fraudulently or forged a document purportingto be sealed by or signed on behalf of the company.
PART VIIISECRETARY AND DIRECTORS
Division 8.1 - Company Secretary
57. (1) Every company shall appoint a
company secretary.
(2) The persons named in the application for
incorporation as the first company secretary or joint
company secretary‘s of a company shall, on the
incorporation of the company, be deemed to have
been appointed as such for a term of one year.
(3) A public company shall appoint a person
knowledgeable or experienced in relevant laws as a
company secretary.
(4) Unless the articles provide otherwise, the
Company
secretary
Liability of
company notaffected by
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company secretary, other than the first company
secretary, shall be appointed by the directors for such
a term as they think fit.
(5) A company secretary shall be appointed
on such remuneration and other conditions as the
directors think fit, and may be removed by them,
subject to the company secretary‘s right to claim
damages from the company if removed in breach of
contract.
(6)