for sale deemed a prospectus, 59.Rule governing what is an " offer to the public ", 61.Prospectus containing statement by expert, 64.Registration requirement applicable in all cases, 65.Additional requirements in case of prospectus issued generally, Liabilities and offences in connection with prospectus, 66.Directors, etc. (1) For these purposes, a person's emoluments include any paid... 37.References in paragraph 36 to a company's subsidiary—, Particulars in Company Accounts of Loan and Other Transactions Favouring Directors and Officers, PART I Matters to be Disclosed Under Section 232. Charge by way of ex facie absolute disposition, etc. 7. 709.Inspection of documents kept by registrar, 710.Additional provisions about inspection, 711.Public notice by registrar of receipt and issue of certain documents, 712.Removal of documents to Public Record Office, 713.Enforcement of company's duty to make returns, 714.Registrar's index of company and corporate names, PART XXV Miscellaneous and Supplementary Provisions, 716.Prohibition of partnerships with more than 20 members, 717.Limited partnerships: limit on number of members, 719.Power of company to provide for employees on cessation or transfer of business, 720.Certain companies to publish periodical statement, 721.Production and inspection of books where offence suspected, 724.Cross-border operation of receivership provisions, 726.Costs and expenses in actions by certain limited companies, 727.Power of court to grant relief in certain cases, 734.Criminal proceedings against unincorporated bodies, 736." 409.Charges on property in England and Wales created by oversea company, CHAPTER II Registration of Charges (Scotland), 411.Charges on property outside United Kingdom, 412.Negotiable instrument to secure book debts. i Section, 481.Provisions as to information where receiver appointed, 482.Special provisions as to statement submitted to receiver. 89, 90 by private company, Saving for other restrictions as to offers, Saving for company's pre-emption procedure operative before 1982, Apart from s. 97, commissions and discounts barred, General rules as to payment for shares on allotment, Prohibition on allotment of shares at a discount, Shares to be allotted as at least one-quarter paid-up, Restriction on payment by long-term undertaking, Non-cash consideration to be valued before allotment, Transfer to public company of non-cash asset in initial period, Shares issued to subscribers of memorandum, Liability of subsequent holders of shares allotted, Relief in respect of certain liabilities under ss. of resolutions and agreements, 381.Resolution passed at adjourned meeting, 387.Auditors' right to attend company meetings, 388.Supplementary provisions as to auditors, 389.Qualification for appointment as auditor, 391.Right of resigning auditor to requisition company meeting, 392.Powers of auditors in relation to subsidiaries, CHAPTER I Registration of Charges (England and Wales), 395.Certain charges void if not registered, 397.Formalities of registration (debentures), 398.Verification of charge on property outside United Kingdom, 399.Company's duty to register charges it creates, 400.Charges existing on property acquired, 401.Register of charges to be kept by registrar of companies, 402.Endorsement of certificate on debentures, 405.Registration of enforcement of security, 406.Companies to keep copies of instruments creating charges. Definition of ultimate holding company 5B. 544.Control of liquidators by Secretary of State. company documents, Punishment for furnishing false information, Consequence of order imposing restrictions, Punishment for attempted evasion of restrictions, Further provisions on sale by court order of restricted shares, Order on application of Secretary of State, Provisions as to petitions and orders under this Part, Power of incorporated company to create floating charge, Continued effect of certain charges validated by Act of 1972, Agency and liability of receiver for contracts. 52.Paragraphs 53 to 57 require information which either supplements the... 53.Separate statement of certain items of income and expenditure. ACT 125: COMPANIES ACT 1965 (REVISED - 1973) Incorporating latest amendment - Act A1299 /2007 First enacted : 1965 (Act No. 3 —Interpretation of provisions of this Act. of documents delivered to registrar. 1. 27. 3. 99 ff, 116.Application of ss. 2. 10. If an amount is set aside for the purpose of... (1) There shall be shown under separate headings—. The Companies Act 1985 (c.6) is an Act of the Parliament of the United Kingdom of Great Britain and Northern Ireland, enacted in 1985, which enabled companies to be formed by registration, and set out the responsibilities of companies, their directors and secretaries. 3. Interpretation 5. 4. Definition of “subsidiary” 8. (3) This Act shall come into force at once, except section 456 which shall come into force Section 2-Interpretation First Sch. Re-registration of private company as public, Consideration for shares recently allotted to be valued, Additional requirements relating to share capital, Meaning of " unqualified report " in s. 43(3), Certificate of re-registration under s. 43, Modification for unlimited company re-registering, Re-registration of limited company as unlimited, Certificate of re-registration under s. 49, Re-registration of unlimited company as limited, Certificate of re-registration under s. 51, Re-registration of public company as private, Litigated objection to resolution under s. 53, Certificate of re-registration under s. 53, Matters to be stated, and reports to be set out, in prospectus, Document offering shares etc. (1) This Act may be cited as the Companies Act 1965. Right to inspect instruments which create charges, etc. ), Delegation of powers to liquidator (England and Wales), Orders for calls on contributories (Scotland), Enforcement throughout United Kingdom of orders made in winding up, Circumstances in which company may be wound up voluntarily, Notice of resolution to wind up voluntarily, Avoidance of share transfers, etc., after winding up resolution, Distinction between " members' " and " creditors'" voluntary winding up, Company's power to appoint and fix remuneration of liquidator, Power to fill vacancy in office of liquidator, Liquidator accepting shares as consideration for sale of company property, General company meeting at each year's end, Alternative provision as to company meetings in case of insolvency, Remuneration of liquidator; cesser of directors' powers, Application of s. 582 to creditors' voluntary winding up, Meetings of company and creditors at end of each year, Powers and duties of liquidator in voluntary winding up, Appointment or removal of liquidator by the court, Reference of questions and powers to court, Court's power to control proceedings (Scotland), Saving for rights of creditors and contributories, Power to order winding up under supervision, Application of bankruptcy rules (England and Wales), Liabilities and rights of those fraudulently preferred (England and Wales), Disclaimer of onerous property (England and Wales), Further provisions about disclaimer under s. 618, Liability for rentcharge on company's land after disclaimer, Effect of execution or attachment (England and Wales), Duties of sheriff where goods seized in execution (England and Wales), Effect of diligence within 60 days of winding up, Fraud, etc. 69. 1. 19. Payment to director for loss of office, etc. 265, 266 to other companies, 268.Realised profits of insurance company with long term business, 270.Distribution to be justified by reference to company's accounts, 271.Requirements for last annual accounts, 274.Method of applying s. 270 to successive distributions, 275.Treatment of assets in the relevant accounts, 277.Consequences of unlawful distribution, 278.Saving for provision in articles operative before Act of 1980, 279.Distributions by special category companies, 281.Saving for other restraints on distribution, PART IX A Company's Management ; Directors and Secretaries ; their Qualifications, Duties and Responsibilities, 286.Qualifications of company secretaries, 288.Register of directors and secretaries, 289.Particulars of directors to be registered under s. 288, 290.Particulars of secretaries to be registered under s. 288, Provisions governing appointment of directors, 292.Appointment of directors to be voted on individually, 295.Disqualification orders: introductory, 296.Disqualification on conviction of indictable offence, 297.Disqualification for persistent default under Companies Acts, 298.Disqualification for fraud etc. 353, 354, 356; agent's default, Trusts not to be entered on register in England and Wales, Annual return (company having a share capital), Annual return (company not having a share capital), Secretary of State's power to call meeting in default, Extraordinary general meeting on members' requisition, General provisions as to meetings and votes, Representation of corporations at meetings, In certain cases, compliance with s. 376 not required, Registration, etc. Summoning of persons suspected of having company property, etc. 1. 32. Directors' names on company correspondence, etc. 9. Director's duty of disclosure on takeover, etc. 7.This Part of this Schedule applies where shares in a... 8.The directors' report with respect to a financial year shall... PART III Disclosure Concerning Employment, etc, of Disabled Persons. Other than Subsidiaries. 27. 14 December 1973) It has largely been superseded by the Companies Act 2006. 16. for sale deemed a prospectus, Rule governing what is an " offer to the public ", Prospectus containing statement by expert, Registration requirement applicable in all cases, Additional requirements in case of prospectus issued generally, Directors, etc. to directors and persons connected with them, Transactions at behest of holding company, Funding of director's expenditure on duty to company, Loan or quasi-loan by money-lending company, " Relevant amounts " for purposes of ss. Short title 2. 141.Penalty for concealing name of creditor, etc. 3. 8. 352.Obligation to keep and enter up register, 355.Entries in register in relation to share warrants, 357.Non-compliance with ss. Application ofAct 3. 5. 445.Power to impose restrictions on shares and debentures, Requisition and seizure of books and papers, 447.Secretary of State's power to require production of documents, 449.Provision for security of information obtained, 450.Punishment for destroying, mutilating etc. The Act played in a huge role in the economic and financial development of the Territory in the 1990s. Companies Amendment . under s. 528, Appointment and powers of provisional liquidator, Appointment, style, etc., of liquidators in England and Wales, Vesting of company property in liquidator, Exercise and control of liquidator's powers. 13.Delivery to a person's order of shares or debentures in... PART II Periods Within Which Obligations Imposed By Section 324 Must Be Fulfilled. 265, 266 to other companies, Realised profits of insurance company with long term business, Distribution to be justified by reference to company's accounts, Method of applying s. 270 to successive distributions, Treatment of assets in the relevant accounts, Saving for provision in articles operative before Act of 1980, Distributions by special category companies, Saving for other restraints on distribution, Particulars of directors to be registered under s. 288, Particulars of secretaries to be registered under s. 288, Appointment of directors to be voted on individually, Disqualification on conviction of indictable offence, Disqualification for persistent default under Companies Acts, Disqualification for fraud etc. 18. An Act to amend the Income Tax (Companies, Corporate Unit Trusts and Superannuation Funds) Act 1985, and for related purposes (Assented to 16 December 1985) Date of Assent 16 Dec 1985: Date of repeal: 18 Dec 1987: Repealed by Taxation Laws Amendment Act (No. Instead, it was introduced by statutory instrument - the Companies (Tables A to F) Regulations 1985. Submission of liquidator's accounts for audit. PART 2 Accounts prepared in accordance with international accounting standards Preparation of individual and group accounts in accordance with IAS Regulation 2. 5.The court shall not under section 657 make a vesting... 6.The person must by the order be made subject—. Share qualifications of directors. 189. You The company's proprietorship, management and its capital requirement. 188. Enacted by the Parliament of Lesotho. 11. 522.Avoidance of property dispositions, etc. may also experience some issues with your browser, such as an alert box that a script is taking a 1.Paragraphs 2 to 13 of this Schedule apply to the... PART I General Provisions as to Balance Sheet and Profit and Loss Account. 677. Definitions of “holding company”, “wholly owned subsidiary” and “group of companies” 9. Priority for third party advancing funds for wage-payments, etc. Separate statement of certain items of income and expenditure. 547.Constitution and proceedings of committee of inspection, 548.Power of Secretary of State to act in place of committee, General powers of court in case of winding up by the court, 550.Settlement of list of contributories and application of assets, 552.Debts due from contributory to company, 554.Payment into bank of money due to company, 555.Order on contributory to be conclusive evidence, 556.Appointment of special manager (England and Wales), 557.Power to exclude creditors not proving in time, 558.Adjustment of rights of contributories, 559.Inspection of books by creditors and contributories, 560.Costs of winding up may be made payable out of assets. Act 125 COMPANIES ACT 1965 ARRANGEMENT OF SECTIONS PART I PRELIMINARY Section 1. 707.Power of registrar to accept information on microfilm, etc. 5. (Omitted). 562.Attendance at company meetings (Scotland), 563.Public examination of promoters and officers (England and Wales. 4. 6. Supplementary Provisions in Connection with Disqualification Orders. The Companies Act 1985 (c.6) is an Act of the Parliament of the United Kingdom of Great Britain and Northern Ireland, enacted in 1985, which enabled companies to be formed by registration, and set out the responsibilities of companies, their directors and secretaries. (2) It extends to the whole of Pakistan. Companies Act [Chapter 24:03] updated. (1) Where sums originally denominated in foreign currencies have been... PART IV Special Provisions Where the Company is a Holding or Subsidiary Company. PART XXII Bodies Corporate Subject, or Becoming Subject, to this Act (Otherwise than by Original Formation Under Part I) CHAPTER I Companies Formed or Registered under Former Companies Acts. Provisions as to undischarged bankrupts acting as directors. Repeals 3. 313.Company approval for property transfer. to directors and persons connected with them, 336.Transactions at behest of holding company, 337.Funding of director's expenditure on duty to company, 338.Loan or quasi-loan by money-lending company, 339." Provisions of Part XX Not Applicable in Winding Up Subject to Supervision of the Court, Preference Among Creditors in Company Winding Up. companies much easier, simpler and more transparent; Now, therefore, be it enacted by the House of Representatives in the First Year of the issuance of the Proclamation of the House of Representatives, 2063 (2006). Short title and commencement. 3. Since the act is a consolidation of several other pieces of legislation it also covers the responsibilities and duties of secretaries and directors. 543.Submission of liquidator's accounts for audit. The expression " financial year" in this Part means the... Any report required by this Part shall either indicate by... 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