3Limited and unlimited companies (1)A company is a “limited company” if the liability of its members is limited by its constitution. It may be limited by shares or limited by guarantee. (2)If their liability is limited to the amount, if any, unpaid on the shares held by them, the company is “limited by shares”.
(1) The subscriber to the memorandum of a One Person Company shall nominate a person, after obtaining prior written consent of such person, who shall, in the event of the subscriber's death or his incapacity to contract, become the member of that One Person Company.
Section 318: Quorum at meetings
Subsections (2) and (3) ensure that a member, corporate representative or proxy present at the meeting may all be “qualifying persons”, but excludes the possibility of two or more corporate representatives or proxies of the same member comprising a quorum.
In terms of Section 4 of the Companies Act, 2008, there is a solvency and liquidity test. Solvency relates to the assets of the company, fairly valued, being equal or exceeding the liabilities of the company.
(3) If the stated minimum amount has not been subscribed and the sum payable on application is not received within a period of thirty days from the date of issue of the prospectus, or such other period as may be specified by the Securities and Exchange Board, the amount received under sub-section (1) shall be returned ...
(3) Notwithstanding anything contained in this section, where it is proved that a prospectus has been issued with intent to defraud the applicants for the securities of a company or any other person or for any fraudulent purpose, every person referred to in sub-section (1) shall be personally responsible, without any ...
(a) may authorise the company to issue a secured or unsecured debt instrument at any time, except to the extent provided otherwise by the company's Memorandum of Incorporation; and. (b) must determine whether each such debt instrument is secured or unsecured.
(5) Where the articles contain provisions for entrenchment, whether made on formation or by amendment, the company shall give notice to the Registrar of such provisions in such form and manner as may be prescribed.
(g) the particulars of the interests of the persons mentioned in the articles as the first directors of the company in other firms or bodies corporate along with their consent to act as directors of the company in such form and manner as may be prescribed.
Section 21 of the Companies Act 61 of 1973 allows for a 'not-for-profit company' or 'association incorporated not for gain'. Section 21 companies resemble business oriented (for profit) companies in their legal structure, but do not have a share capital and cannot distribute shares or pay dividends to their members.
Clause 3 of Section 123 provides that the Board of Directors of a company may declare an interim dividend from the surplus in the profit and loss account or from profits generated in the current financial year, provided that it does not exceed the average dividend declared by the company during the preceding three ...
(3) The certificate issued by the Registrar under sub-rule (1) and sub-rule (2) shall be conclusive evidence that the requirements of Chapter VI of the Act and the rules made thereunder as to registration of creation or modification of charge, as the case may be, have been complied with.
Provided that in relation to One Person Company , small company and private company (if such private company is a start-up), the annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company.
(3) The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.
(3) The members, whether individuals or bodies corporate or both, whose shares are proposed to be offered to the public, shall collectively authorise the company, whose shares are offered for sale to the public, to take all actions in respect of offer of sale for and on their behalf and they shall reimburse the company ...
3. Contents of the notice: The notice of the meeting shall specify the place, date, day, and time of the meeting, and the business to be transacted at the meeting. In the case of a special resolution, the notice shall also contain the text of the resolution.
“a person dealing with a company in good faith, other than a director, prescribed officer or shareholder of the company, is entitled to presume that the company, in making any decision in the exercise of its powers, has complied with all of the formal and procedural requirements in terms of this Act, its Memorandum of ...
(1) Despite anything to the contrary in a company's Memorandum of Incorporation or rules, or any agreement between a company and a director, or between any shareholders and a director, a director may be removed by an ordinary resolution adopted at a shareholders meeting by the persons entitled to exercise voting rights ...
Under the Companies Act (“Act”), 1956, Section 25 company can be defined as a limited company formed for the sole object of “promoting commerce, art, science, religion, charity, or any other useful object, and intends to apply its profits, if any, or other income in promoting its objects, and to prohibit the payment of ...
Section 15 of Companies Act, 2013 – Alteration of Memorandum or Articles to be noted In Every Copy. (1) Every alteration made in the memorandum or articles of a company shall be noted in every copy of the memorandum or articles, as the case may be.
(Sect 22) If a company trades in such circumstances, the Commission may require the company to cease carrying on business. However the Act, does not define insolvent circumstances; it simply provides a solvency test.
Section 45 of the Companies Act renders void any financial assistance given by a company to: a director or prescribed officer of the company or of a related or inter-related company; or. a related or inter-related company or corporation; or. a member (shareholder) of a related or inter-related corporation; or.
- (1) A name applied for shall be deemed to resemble too nearly with the name of an existing company, if, and only if, after comparing the name applied for with the name of an existing company by disregarding the matters set out in sub-rule (2), the names are same.
33Effect of company's constitution
(2)Money payable by a member to the company under its constitution is a debt due from him to the company. In England and Wales and Northern Ireland it is of the nature of an ordinary contract debt.
that prospectus, and in respect of a second or subsequent offer of such securities issued during the period of validity of that prospectus, no further prospectus is required.