24. Warranties implied in Pre Incorporation contracts.
25. Failure to ratify.
Authentication of Documents by Company
26. Authentication of documents by Company.
27. Articles of a Private Company.
28. Company ceasing to be a Private Company.
29. Company may become a Private Company.
30. Private companies need not keep interests register.
31. Unanimous agreement of shareholders.
COMPANIES LIMITED BY GUARANTEE
32. Application for Incorporation of a Company limited by guarantee.
33. Company limited by guarantee must have articles.
34. Power to dispose with “limited” in the name of charitable and other companies.
35. Provisions which apply to companies limited by guarantee.
SHARES AND DEBENTURES
36. Dating of prospectus.
37. Specific requirements as to particulars in prospectus.
38. Expert’s consent to issue of prospectus containing statement by him.
39. Consent of bank or Attorney-at-law or auditor necessary for inclusion of name in prospectus.
40. Registration of prospectus.
41. Civil liability for untrue in prospectus.
42. Criminal liability for untrue statements in a prospectus.
43. Document containing offer of shares or debentures for sale to be deemed a prospectus.
44. Interpretation of provisions relating to prospectuses.
45. Prohibition of allotment unless minimum subscription received.
46. Effect of irregular allotment.
47. Applications for and allotment of shares and debentures.
48. Construction of reference to offering shares or debentures to the public.
Nature and type of shares
49. Nature and types of shares.
Issue of Shares
50. Initial shares.
51. Issue of shares.
52. Consideration for issue of shares.
53. Pre-emptive rights to new issues.
54. Method of issuing shares.
Calls on shares
55. Calls on shares.
Distributions to shareholders
57. Solvency test.
58. Stated capital.
59. Reduction of stated capital.
61. Recovery of distributions.
62. Reduction of shareholder liability to be a distribution.
Repurchase of shares
63. Company may acquire or redeem its own shares.
64. Purchase of own shares.
65. Enforceability of contract to purchase shares.
Redemption of shares
66. Meaning of “redeemable”.
67. Redemption at the option of Company.
68. Redemption at the option of shareholder.
69. Redemption on fixed date.
Financial Assistance in Connection with Purchase of Shares
70. Restrictions on giving financial assistance.
71. Transactions not prohibited by section 70.
72. Restriction on subsidiary holding shares in holding Company.
Transfer of shares and debentures, evidence of title
73. Transfer not to be registered except on production of instrument of transfer.
74. Transfer by legal representative.
75. Registration of transfer at the request of transferor.
76. Notice of refusal to register transfer.
77. Certification of transfers.
78. Duties of Company with respect to issue of certificates.
79. Certificate to be evidence of title.
80. Evidence of grant of probate.
Special Provisions as to Debentures
81. Right of debenture holders and shareholders to inspect register of debenture holders and to have copies of any trust deed.
82. Directors prohibited from acting as trustees.
83. Perpetual debentures.
84. Power to re-issue redeemed debentures in certain cases.
85. Specific performance of contracts to subscribe for debentures.
SHAREHOLDERS AND THEIR RIGHTS AND OBLIGATIONS
86. Meaning of “shareholder”.
Liability of shareholders
87. Liability of shareholder.
88. Liability for calls.
89. Shareholders must agree to increase in liability.
Powers of Shareholders
90. Exercise of powers reserved to shareholders.
91. Exercise of powers by ordinary resolution.
92. Powers exercised by special resolution.
Minority buy-out rights
93. Shareholder may require Company to purchase shares.
94. Notice requiring purchase.
95. Purchase by Company.
96. Purchase of shares by third party.
97. Court may grant exemption.
98. Court may grant exemption if Company is insolvent.
99. Alteration of shareholder rights.
100. Shareholder may require Company to purchase shares.
101. Action not invalid.
REGISTRATION OF CHARGES
Registration of Charges with Registrar
102. Registration of charges created by companies registered in Sri Lanka.
103. Unregistered charges void in certain cases.
104. Duty of Company to register charges existing on property acquired.
105. Register of charges to be kept by Registrar.
106. Endorsement of certificate of registration on debentures.
107. Entries of satisfaction and release.
108. Rectification of register of charges.
Provisions as to Company’s Register of Charges and as to Copies
of Instruments Creating charges.
109. Copies of instruments creating charges to be kept by Company.
110. Company’s register of charges.
Review of Register of Charges
111. Review of Register of charges.
Application of this Part to overseas companies
112. Application of this Part to charges and property to be acquired by an Overseas Company.
MANAGEMENT AND ADMINISTRATION
113. Registered office of a Company.
114. Change of registered office.
115. Requirement to change registered office.
116. Location of Company records.
117. Form of records.
Inspection of Company records
118. Inspection of records by Directors.
119. Inspection of Company records by shareholders.
120. Public inspection of Company records.
121. Manner of inspection.
122. Copies of documents.
123. Company to maintain share register.
124. Place of share register.
125. Stamp duties in case of shares registered in register outside Sri Lanka.
126. Index of shareholders.
127. Power to close register.
128. Power of court to rectify register.
129. Trusts not to be entered on share register.
130. Share register to be evidence.
131. Annual return.
132. Declaration and certificate to be sent by Private Company with annual return.
Meetings and Proceedings
133. Annual General Meeting.
134. Convening of extraordinary general meeting on requisition.
135. Length of notice for calling meetings.
136. Provisions as to meetings and votes.
137. Power of court to order meeting.
138. Representation of companies at meetings of other companies and of creditors.
140. Right to demand a poll.
141. Voting on a poll.
142. Circulation of shareholder’s resolutions on requisition.
143. Special resolutions.
144. Resolution in lieu of meeting.
145. Resolutions requiring special notice.
146. Resolutions passed at adjourned meetings.
147. Minutes of proceedings of meetings of shareholders and Directors.
148. Duty to keep accounting records.
149. Place where accounting records are kept.
Duty to prepare financial statements
150. Obligation to prepare financial statements.
151. Contents and form of financial statements.
152. Obligation to prepare group financial statements.
153. Contents and form of group financial statements.
154. Appointment of auditor.
155. Auditor’s fees and expenses.
156. Appointment of partnership as auditor.
157. Qualifications of auditors.
158. Automatic re-appointment.
159. Appointment of first auditor.
160. Replacement of auditor.
161. Statement by person ceasing to hold office as auditor.
162. Auditor to avoid conflict of interest.
163. Auditor’s report.
164. Auditor’s access to information.
165. Auditor’s attendance at shareholders’ meeting.
Annual report to shareholders
166. Obligation to prepare annual report.
167. Sending of annual report to shareholders.
168. Contents of annual report.
169. Failure to send reports etc.
Registration of Financial Statements
170. Registration of financial statements.
171. Balance sheet date.
Investigation of Company’s Affairs
172. Investigation of Company’s affairs on application of shareholders.
173. Investigation of Company’s affairs in other cases.
174. Power of inspectors to carry out investigations into affairs of related companies.
175. Production of documents and evidence at investigation.
176. Inspector’s report.
177. Proceedings on inspector’s report.
178. Expenses of investigation of Company’s affairs.
179. Inspector’s report to be evidence.
180. Appointment and powers of inspectors to investigate ownership of Company.
181. Power to require information as to persons interested in shares or debentures.
182. Power to impose restrictions on shares or debentures.
183. Registrar’s powers to verify assets and liabilities.
Powers of Management
184. Management of Company.
185. Major transactions.
186. Delegation of powers.
187. Duty of Directors to act in good faith and in the interests of Company.
188. Directors to comply with Act and Company’s articles.
189. Directors standard of care.
190. Use of information and advice.
Transactions in which a Director is Interested
191. Meaning of “interested”.
192. Disclosure of interest.
193. Avoidance of transactions.
194. Effect on third parties.
195. Non-application of sections 192 and 193 in certain cases.
196. Interested Director may vote.
197. Use of Company information.
Disclosure of Directors’ Interests in Shares
198. Meaning of “relevant interest”.
199. Relevant interests to be disregarded in certain cases.
200. Disclosure of share dealing by Directors.
Appointment and Removal of Directors
201. Number of Directors.
202. Qualification of Directors.
203. Director’s consent required.
204. Appointment of first and subsequent Directors.
205. Appointment of Directors to be voted in individually.
206. Removal of Directors.
207. Director ceasing to hold office.
208. Resignation of last remaining Director.
209. Validity of Director’s acts
Retiring age of Directors
210. Age limit for Directors.
Disqualification of Directors
213. Persons prohibited from managing companies.
214. Court may disqualify Directors.
Miscellaneous Provisions Relating to Directors
215. Proceedings of Board.
216. Remuneration and other benefits.
217. Restrictions on loans to Directors.
218. Indemnity and insurance.
219. Duty of Directors on insolvency.
220. Duty of Directors on serious loss of capital.
222. Qualifications of Secretary to be prescribed.
Register of Directors and Secretaries
223. Register of Directors and Secretaries.
Prevention of Oppression and Mismanagement
226. Who may make an application.
227. Power of court to act under section 224 or section 225 during winding up proceedings.
228. Powers of court on application under section 224 or section 225.
229. Effect of alteration of articles of Company by order under section 224 or 225.
230. Addition of respondents to application under section 224 or section 225.
231. Consequences of termination or modification of certain agreements.
232. Extended meaning of “shareholder”.
233. Restraining orders.
234. Derivative actions.
235. Costs of derivative action to be met by Company.
236. Powers of court where leave is granted.
237. Compromise, settlement or continuance of derivative action.
238. Ratification of certain actions of Directors.
240. Amalgamation proposal.
241. Approval of amalgamation proposal.
242. Short form amalgamation.
243. Registration of amalgamation proposal.
244. Certificate of amalgamation.
245. Effect of certificate of amalgamation.
246. Powers to acquire shares of shareholders dissenting from scheme or contract approved by majority.
COMPROMISES WITH CREDITORS
248. Compromise proposal.
249. Notice of proposed compromise.
250. Effect of compromise.
251. Variation of compromise.
252. Powers of court.
253. Effect of compromise in liquidation of a Company.
254. Costs of compromise.
APPROVAL OF ARRANGEMENTS, AMALGAMATIONS AND COMPROMISES BY COURT
256. Court approval of arrangements, amalgamation and compromises.
257. Court may make additional orders.
258. Application of Part VIII.
259. Application of section 253 to compromise approved under this Part.
PROVISIONS RELATING TO OFFSHORE COMPANIES
261. Company incorporated for business outside Sri Lanka.
262. Grant of certificate of registration to off-shore Company.
263. Continuation of business of off-shore Company.
264. Prohibition on carrying on business in Sri Lanka.
265. Cessation of business as an off-shore Company.
(I) Preliminary Modes of winding up
266. Definition of contributory.
267. Modes of winding–up.
268. Power of liquidator to enforce liability of share holders and former shareholders.
269. Liability of former shareholders for unpaid calls.
(II) WINDINGUP BY THE COURT
Cases in which Company may be wound up by the court
270. Circumstance in which a Company may be wound up by the court.
271. Definition of inability to pay debts.
Petition for Winding up and Effects thereof
272. Application for winding up.
273. Powers of court on hearing petition.
274. Power to stay or restrain proceedings against a Company.
275. Avoidance of disposition of property after commencement of winding-up.
276. Avoidance of attachments.
Commencement of Winding up
277. Commencement of winding up by the court.
Consequences of Winding up Order
278. Copy of order to be forwarded to Registrar.
279. Actions stayed on winding up.
280. Effect of winding up order.
Official Receiver in Winding up
281. Official receiver.
282. Appointment of official receiver by court in certain cases.
283. Statement of Company’s affairs to be submitted to official receiver.
284. Report by official receiver.
285. Power of court to appoint liquidators.
286. Appointment and powers of provisional liquidator.
287. Appointment style of liquidators.
288. Provisions where person other than official receiver is appointed a liquidator.
289. General provisions as to liquidators.
290. Custody of Company’s property.
291. Vesting of property of Company in liquidator.
292. Powers of liquidator.
293. Exercise and control of liquidator’s powers.
294. Books to be kept by liquidators.
295. Payments by liquidator into bank.
296. Audit of liquidator’s accounts.
297. Control of Registrar over liquidator.
298. Release of liquidators.
Committee of Inspection
299. Meetings of creditors and contributories to determine whether Committee of inspections shall be appointed.
300. Constitution and proceedings of Committee of inspection.
301. Powers of court where there is no Committee of inspection.
General Powers of Court in Case of Winding up by Court
302. Power to stay winding up.
303. Settlement of list of contributories and application of assets.
304. Delivery of property to liquidator.
305. Payment of debts due by contributory to Company and extent to which set-off is allowed.
306. Payment into bank of moneys due to Company.
307. Appointment of special Manager.
308. Inspection of books by creditors and contributories.
309. Power to order costs of winding up to be paid out of assets.
310. Power to summon persons suspected of having property of Company.
311. Power to order public examination of promoters, Directors.
312. Person or Officer being examined to be represented by an Attorney-at-law.
313. Power to arrest absconding contributory.
314. Powers of court cumulative.
315. Delegation to liquidator of certain powers of court.
316. Dissolution of a Company.
317. Manner of enforcing order of court.
318. Enforcement of winding up order in another court.
(III) VOLUNTARY WINDING UP
Resolutions for and commencement of voluntary winding up
319. Circumstances in which Company may be wound up voluntarily.
320. Notice of resolution to wind up voluntarily.
321. Commencement of voluntary winding up.
Consequences of Voluntary Winding up
322. Effect of voluntary winding up on business and status of Company.
323. Avoidance of transfers after commencement of voluntary winding up.
Declaration of Solvency
324. Statutory declaration of solvency in case of proposal to wind up voluntarily.
Provisions Applicable to a Shareholders’ Voluntary Winding up
325. Provisions relating to a shareholders’ voluntary winding up.
326. Power of Company to appoint and fix remuneration of liquidators.
327. Power to fill vacancy in office of liquidator.
328. Power of liquidator to accept shares in consideration for sale of property of Company.
329. Duty of liquidators to call creditors’ meeting in case of insolvency.
330. Duty of liquidator to call general meeting in case of insolvency.
331. Final meeting and dissolution.
332. Alternative provision as to annual and final meetings in case of insolvency.
Provisions Applicable to a Creditor’s Voluntary Winding up
333. Provisions applicable to a creditors’ winding up.
334. Meeting of creditors.
335. Appointment of liquidator.
336. Appointment of Committee of inspection.
337. Fixing of liquidators’ remuneration and ceasing of Directors’ powers.
338. Power to fill vacancy in office of liquidator.
339. Application of section 328 to creditors’ voluntary winding up.
340. Duty of liquidator to call meetings of Company and of creditors at end of each year.
341. Final meeting and dissolution.
Provisions Applicable to Every Voluntary Winding up
342. Provisions applicable to every voluntary winding up.
343. Distribution of property of Company.
344. Powers and duties of liquidator in voluntary winding up.
345. Power of court to appoint and remove liquidator in voluntary winding up.
346. Notice by liquidator of his appointment.
347. Arrangement when binding on creditors.
348. Power to apply to court to have question determined or powers exercised.
349. Costs of voluntary winding up.
350. Saving for rights of creditors and contributories.
(IV) WINDING UP SUBJECT TO SUPERVISION OF COURT
351. Power to order winding up subject to supervision.
352. Effect of petition for winding up subject to supervision.
353. Applications of section 275 and 276 to winding up subject to supervision.
354. Power of court to appoint or remove liquidators.
355. Effect of supervision order.
Proof and Ranking of Claims
356. Admissible claims.
357. Claims by unsecured creditors.
358. Rights and duties of secured creditors.
359. Ascertainment of amount of claim.
360. Claim not of an ascertained amount.
361. Fines, penalties or recoveries.
362. Claims relating to debts payable after commencement of winding up.
363. Mutual credit and set-off.
364. Interest on claims.
365. Preferential claims.
366. Claims of other creditors and distribution of surplus assets.
367. Transactions having preferential effect.
368. Voidable charges.
369. Uncommercial transactions.
370. Procedure for setting aside voidable transactions and charges.
371. Other orders.
372. Additional provisions relating to setting aside transactions and charges.
373. Interpretation in relation to preferences.
Malpractice before Winding up and Liability of Officers
374. Fraud etc. in anticipation of winding up.
375. Fraudulent trading.
376. Power of court to require persons to repay money or return property.
377. Disclaimer of onerous property.
378. Restriction of rights of creditors as to execution or attachment in case of Company.
379. Duty of fiscal as to goods taken in execution.
Offences Antecedent to or in the Course of Winding up
380. Offences by Officers of companies in liquidation.
381. Liability where proper accounts are not kept.
382. Prosecution of delinquent Officers and members of the Company.
Supplementary Provisions as to Winding up
383. Qualifications of liquidators.
384. Corrupt inducement affecting appointment as liquidator.
385. Enforcement of duty to liquidator to make returns.
386. Notification that a Company is in liquidation.
387. Exemption of certain documents from stamp duty on winding up of companies.
388. Books of Company to be evidence.
389. Disposal of books and papers of the Company.
390. Information as to pending liquidations.
391. Resolutions passed at adjourned meetings of creditors and contributories.
Supplementary Powers of Court
392. Meetings to ascertain wishes of creditors or contributories.
Provisions as to Dissolution
393. Power of court to declare dissolution of Company void.
394. Registrar may strike off defunct Company from register.
395. Property of dissolved Company to vest in the State.
Companies Liquidation Account
396. Establishment of Companies Liquation Account.
397. Payments into and out of Companies Liquidation Account.
398. Refusal to supply essential services prohibited.
399. Rules and fees for winding up.
Appointment of Administrator
401. Power of Board to appoint administrator.
402. Notice to charge holders of appointment of administrator.
403. Effect of appointment of administrator.
Initial Meeting and Confirmation of Appointment
404. Duty of administrator to summon initial meeting.
405. Effect of confirmation of administrator.
406. Statement of proposals.
407. Consideration of proposals by creditors’ meeting
408. Consequential orders where administrator ceases to hold office.
409. Approval of substantial revisions to proposals.
Notice of Administration
410. Notice of appointment of administrator.
411. Notice of administration.
412. Qualifications of administrator.
413. Validity of acts of administrator.
414. Consent to be appointed.
415. Vacancy in office of administrator.
Powers of Administrator
416. Powers of administrators.
417. Power to deal with charged property.
418. General duties of administrator.
419. Discharge of administrator or variation of resolution appointing administrator.
420. Remuneration and expenses of administrator.
421. Liability of administrator.
422. Relief from liability.
Ascertainment and Investigation of Company’s Affairs
423. Obligations of Company and Directors to provide information, etc.
424. Creditors’ Committee.
425. Protection of interests of creditors and share holders.
426. Application to administrator of provisions relating to receivers.
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