Companies[No.10of2017393 THE COMPANIES ACT,2017
A RRANGEMENT OF S ECTIONS
PART I
P RELIMINARY P ROVISONS
Section
1.Short title and commencement
2.Application of Act
3.Interpretation
4.Definition in other laws
5.Superiority of Act
PART II
I NCORPORATION AND R EGISTRA TION OF C OMPANIES
6.Types of companies to be incorporated
7.Public companies
8.Private companies
9.Private companies limited by shares
10.Companieslimited by guarantee
11.Private unlimited companies
12.Application for incorporation
13.Declaration of compliance
14.Certificate of incorporation and share capital
15.Certificate to be evidence of incorporation
16.Legal status of registered company
17.Contractual effect of incorporation
18.Display of certificate of incorporation
19.Rejection of application for incorporation
20.Pre-incorporation contracts
21.Register of Companies and Register of Beneficial Owners
PART III
C ORPORA TE C APACITY AN
D A DMINISTRA TION
22.Capacity,powers and rights of company
23.Validity of acts
24.Presumption of knowledge
25.Articles of association
26.Effect of articles of association
27.Amendment of articles of association
Single copies of this Act may be obtained from the Government Printer,
P.O.Box30136,10101Lusaka,Price K484.00each.
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28.Registered office and change of registered office
29.Publication of nameof company
30.Records kept at company’ｓregistered office
31.Register of directors and secretaries
32.Seal of company and execution of documents
33.Common seal for use abroad
34.Service of documents on company
35.Service of documents by company
PART IV
C OMPANY N AME AN
D C HANG
E O
F N AME
36.Company name to end with PLC or Ltd
37.Application to omit or dispense with“Limited”in name of
company limited by guarantee
38.Revocation of approval to dispensewith“Limited”
39.Clearance and approval of proposed name
40.Rejection of application for approval of name
41.Reservation of company name
42.Change of name
43.Registrar may direct change of name
44.Document with incorrect namenot void
45.Liability where company nameincorrectly stated
46.Publication of changeof companynameprior to public notices
47.Legal effect of change of name
PART V
C ONVERSION OF C OMPANIES
48.Conversionof private companylimited by shares into company
limited by guarantee
49.Conversionof private companylimited by shares into unlimited
company
50.Conversion of company limited by guarantee into company
limited by sharesor unlimited company
51.Conversionof unlimited companyinto private limited company
52.Conversion of public company into private company limited
by shares
53.Conversion of private company limited by sharesinto public
company
54.Processof conversion
55.Imposition of penalty by Registrar for non-compliance
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PART VI
M EETINGS AND R ESOLUTIONS
56.Types of meetings
57.Annual general meeting
58.Business to be transacted at annual general meeting
59.Extraordinary generalmeeting
60.Class meetings
61.Requisition of generalmeeting
62.Entitlement to receive notice of meetings
63.Length of notice for convening meeting
64.Meeting by order of Court
65.Place of meetings
66.Attendance at meetings
67.Conduct of meetings and voting
declaration as to result of vote
68.Chairperson’ｓ
69.Right to demandpoll
70.Voting on poll
71.Proxies
72.Representation of body corporates and unincorporated
associations at meetings
73.Circulation of members’resolutionsandsupportingdocuments
74.Circulation of members’statements
75.Refusal to circulate members’statements
76.Referenceto ordinary,extraordinary,andspecial resolutions
in other documents
77.Written resolutions for private companies
78.Lodgement of resolutions
79.Date of certain resolutions
80.Minutes of proceedings of meetings
81.Inspection of minute books
PART VII
C ORPORA TE G OVERNANCE
82.Company secretary
83.Responsibilities of company secretary
84.Appointment of body corporate as company secretary
85.Appointment of directors
86.Powers and duties of directors
87.Limitations on powers of directors
88.Delegating powers of board
89.Board committees
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90.Number of directors falling below prescribed minimum
91.Residential requirements of directors
92.Qualifications of director
93.Disqualification by court from holding office of director
94.Consent before appointment as director
95.First and subsequentdirectors
96.Appointment of directors by Court
97.Alternate directors
98.Removal of director from office
99.Vacancy in office of director and filling up of casual
vacancy
100.Notice of changeof directorship and particulars
101.Executive directordocuments安卓版破解版
102.Acts done in dual capacity as director and secretary
103.Loans to directors by company
104.Directors to comply with Act and articles
105.General responsibilities of directors
106.Fiduciary duties of directors
107.Duty to avoid conflict of interest
108.Meaning of‘interest’
109.Duty not to accept third party benefits
110.Disclosure of interest of director
111.Avoidance of transaction in which director has interest
112.Effect of avoiding transaction on bona fide purchase
113.Useof information
114.Disclosure of interest in sharesissued,acquired or disposed of by director
115.Restrictions on director regarding disposal of shares
liability on sharedealing
116.Director’ｓ
117.Exception for companiesdealing in securities
118.Remuneration for directors
119.Approval of other distributions by special resolution
120.Liability of director for breach of duty
121.Validity of decisions by executive officer
122.Liability and indemnity with regardto decisions made bona fide
PART VIII
S HAREHOLDERS‘R IGHTS AND O BLIGA TIONS
123.Declaration in respect of beneficial interest in share
124.Beneficial ownership of shares
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125.Liability of shareholders
126.Liability of former shareholders
127.Liability of person ceasing to be shareholder before
liability becomesunlimited
shareholders’
128.Shareholders not required to acquire sharesby alteration to
articles
129.Liability of personalrepresentative
130.Liability of assignee
131.Exercise of powers reserved for shareholders
132.Power to acquire sharesof minority on takeover
133.Rights of minority on takeover
134.Remedy against oppression of minority on takeover
135.Classesand interest groups
136.Alteration of shareholder rights
137.Shareholder requiring company to purchase shares
138.Right of shareholder to commenceaction
PART IX
S HARES AND S HARE C APITAL
139.Sharecapital
140.Alteration of share capital
141.Rights and powers attaching to shares
142.Types of shares and rights conferred
143.Variation of classrights
144.Pre-emptive rights
145.Share premium account
146.Issue of shareson incorporation and amalgamation
147.Issue of other shares
148.Forfeiture and surrender of shares
149.Return on allotment of shares
150.Reduction of share capital
151.Confirmation of reduction by Court
152.Consideration for shares
153.Consideration to bedetermined by board
154.Exceptions to consideration for shares
155.Consideration to issueof options and convertible securities
156.Subsequentissue of shares
157.When share is issued
158.Board to authorisedistribution of dividends

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