Companies Act

ZambiaAct of Parliament

The Companies Act is an Act of the Parliament of Zambia. It contains 417 sections. Read its sections below, or ask Levy any question about the Companies Act and get an answer grounded in the Act with citations.

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Sections of the Companies Act

S. 1These Regulations may be cited as the Companies (Prescribed Forms) Title
S. 2The view sh all be given both by way of figures, and by narrative report complementing and
S. 3The forms in the First Schedule sh all be used as appropriate. Prescribed forms
S. 4The fees specified in the Second Schedule sh all be payable in respect of the Prescribed fees
S. 5P rohibiti on of large partnerships
S. 6A pplicati on f or incorporati on
S. 7(1) Except as required by law, the comp any sh all not recognise a pers on as holding a sh are
S. 8Collating document f or certificate, f or every folio or part there of 10
S. 9S tatutory declarati on as to compliance with the Act
S. 10D isability of persons in default
S. 11P enalty f or false statements
S. 12D uty to furnish particulars to Minister
S. 13R egistrar to file statement and issue certificate of registrati on
S. 14I ndex to be kept
S. 15R emoval of names from register
S. 16M isleading business names
S. 17I nspecti on of statements registered
S. 18A brief summary of the history of the comp any.
S. 19P ublicati on of true names, etc.
S. 20Dividends and Reserves
S. 21Capitalisati on of Prof its
S. 22Winding up
S. 23Indemnity
S. 24N otice not presumed
S. 25N o disclaimer allowed
S. 26C ompanies ceasing to have at least two members
S. 27Except in the case of the first balance sheet, the corresponding amounts at the end of the
S. 28The matters stated in clause 29 to 35 may be stated by way of a note or in a statement or
S. 29The registrati on of transfers may be suspended at such times and f or such periods as the
S. 30In the case of the death of a member, the surviv or where the deceased w as a joint holder,
S. 31C onversi on of private comp any limited by shares to unlimited comp any
S. 32C onversi on of comp any limited by guarantee to comp any limited by shares or
S. 33C onversi on of unlimited comp any to private limited comp any
S. 34C onversi on of public comp any to private comp any limited by shares
S. 35C onversi on of private comp any limited by shares to public comp any
S. 36M ethod of conversi on
S. 37(1) A public comp any sh all have a name the last word of which is "PLC". Name of comp any
S. 38(1) A pers on or persons who propose to form a comp any may, subject to th is Reservati on of name
S. 39(1) The Registrar may, on the applicati on of a comp any limited by guarantee, Registrar may allow
S. 40(1) A comp any may pass a special resoluti on to change its name. Change of name
S. 41(1) If, in the opini on of the Registrar, the name of a comp any is likely to cause Registrar may require
S. 42(1) For the purposes of th is Act, the "financial year" of a comp any is the period, Financial year of a
S. 43(1) For the purposes of th is secti on, "comp any" means a body corporate, Holding companies,
S. 44(1) A comp any sh all, with in one month after an other body corporate h as Registrati on of related
S. 45M embership of comp any
S. 46M embership by comp any of itself or of holding comp any
S. 47O ffence if membership of private comp any exceeds number specified in
S. 48R egister of members
S. 49(1) Subject to any rights or restrictions f or the time being attached to any class or classes of
S. 50P ower of court to rectify register
S. 51Secti on one hundred and sixty-seven of th is Act sh all not require the disclosure in
S. 52D uties in case of securities registered in branch register
S. 53B ranch registers of foreign companies kept in Zambia
S. 54N o notice of trust
S. 55R egister to be evidence
S. 56I nterpretati on
S. 57N ature and transferability of shares
S. 58N umbering of shares
S. 59R edeemable shares
S. 60C apital redempti on reserve
S. 61S h are premium account
S. 62At a meeting of directors, the quorum sh all be two, or such larger number as is determined
S. 63In the event of a vacancy or vacancies in the office of a direct or or offices of directors, the
S. 64(1) The directors sh all elect one of their number as chairm an of their meetings and may
S. 65R estrictions on transferability
S. 66I ssue of sh are certificates
S. 67E ndorsement of transfers
S. 68S h are certificates as evidence
S. 69S h are warrants to bearer
S. 70T ransmissi on of shares by operati on of law
S. 71(1) The comp any by resoluti on may decl are a dividend if, and only if, the directors have
S. 72The directors may authorise the payment by the comp any to the members of such interim
S. 73Interests sh all not be payable by the comp any in respect of any dividend.
S. 74A dividend sh all not be paid except out of prof its of the comp any.
S. 75P ower to return accumulated prof its in reducti on of paid up sh are capital
S. 76S pecial resoluti on f or reducti on of sh are capital
S. 77C reditors may object to reducti on in capital
S. 78O rder confirming reducti on and powers of court in making such order
S. 79L odgement of order and issue of replacement certificate of sh are capital
S. 80L iability of members in respect of reduced shares
S. 81O ffence of concealing name of credit or
S. 82R estrictions on financial assistance in acquisiti on of shares
S. 83R elaxati on of restrictions f or private companies
S. 84D ividends may be paid only out of prof its
S. 85E xempti on from property transfer tax
S. 86I ssue of debentures
S. 87D ocuments of title to debentures
S. 88T rustees f or debenture holders
S. 89E ligibility f or appointment as trustee f or debenture holders
S. 90R ight to copies of trust deed
S. 91U nsecured debentures to be so described
S. 92R egister of debenture holders
S. 93M eetings of holders of debentures secured by a trust deed
S. 94M eetings of other debenture holders
S. 95R e-issue of redeemed debentures
S. 96C harge to secure fluctuating amount
S. 97C omp any's register of charges
S. 98R egistrar's register of charges
S. 99R egistrati on of charges by companies
S. 100C ertificate to be issued by Registrar
S. 101P riorities
S. 102E ntries of satisfacti on and release of property from charge
S. 103V ariati on of registered charge
S. 104R egistrati on of enforcement of security
S. 105E ndorsement of registrati on on debentures of a series
S. 106C harges in favour of the State
S. 107A pplicati on of Divisi on
S. 108A ppointment of receiver by court
S. 109N otificati on of appointment of receiver
S. 110P ayment of preferential creditors
S. 111E ligibility f or appointment as receiver
S. 112R eceivers appointed by the court.
S. 113R eceivers appointed otherwise th an by the court
S. 114L iabilities of receivers on contracts
S. 115F act th at receiver h as been appointed to appear on correspondence
S. 116S tatement of affairs and accounts where receiver of undertaking appointed
S. 117A ccounts of receivers
S. 118R eports by receivers
S. 119M eaning of "invitati on to the public"
S. 120O ffer of sale deemed to be made by the comp any
S. 121F irst publicati on of a prospectus
S. 122R estrictions on invitations to the public to acquire shares and debentures
S. 123P rospectus required f or invitations to the public to purchase sh are or
S. 124C ontents of prospectus
S. 125E xpert's consent
S. 126R egistrati on of prospectuses
S. 127O ver-subscripti on in debenture issue
S. 128R eference to stock exchange listing in prospectus-allotment of shares
S. 129C ivil liability f or misstatements or omissions in prospectus
S. 130O ffence of misstatement or omissi on in prospectus
S. 131S top trading order
S. 132W aiting period
S. 133W ithdrawal of applicati on after waiting period
S. 134A llotment and minimum subscripti on
S. 135S tatement in lieu of prospectus
S. 136P rohibiti on of waiver and notice clauses
S. 137I nterpretati on
S. 138A nnual general meeting
S. 139E xtraordinary general meetings
S. 140C lass meetings
S. 141R equisiti on of a general meeting
S. 142E ntitlement to receive notice of meetings
S. 143L ength of notice f or convening a meeting
S. 144P ower of court to order meeting
S. 145P lace of meetings
S. 146A ttendance at meetings
S. 147C onduct of meetings and voting
S. 148C hairm an's declarati on as to result of a vote
S. 149R ight to dem and a poll
S. 150V oting on a poll
S. 151P roxies
S. 152R epresentati on of bodies corporate and unincorporated associations at
S. 153C irculati on of members' resolutions and supporting circulars
S. 154C irculati on of members' circulars
S. 155G eneral provisions in regard to members' circulars
S. 156O rdinary extraordinary and special resolutions
S. 157W ritten resolutions f or private companies
S. 158R egistrati on of copies of certa in resolutions
S. 159D ate of certa in resolutions
S. 160M inutes of proceedings of meetings of comp any and of creditors
S. 161I nspecti on of minute books
S. 162A ccounting records to be kept
S. 163F inancial year of holding comp any and subsidiary
S. 164A nnual accounts to be prepared after each financial year
S. 165G roup accounts
S. 166D elays in preparing group accounts
S. 167A nnual accounts to include amounts paid to directors
S. 168A nnual accounts to include particulars of loans to officers
S. 169D irect or to make disclosure of loans and receipts
S. 170B alance sheet to be signed by directors
S. 171A ppointment of auditors
S. 172Q ualifications of audit or
S. 173(1) The auditors of a comp any sh all make a report (in th is Act called the Auditors' rights and
S. 174(1) A reference in th is Act to a document annexed or required to be annexed Circumstances in
S. 175In th is Divisi on, a reference to a subsidiary of a comp any th at is a holding Interpretati on
S. 176(1) The directors sh all prep are, in conjuncti on with the annual accounts, a Directors' report to be
S. 177(1) The directors' report sh all state- General matters in
S. 178(1) If in the course of a financial year, a comp any h as carried out business of Where a comp any
S. 179(1) The directors' report of a comp any relating to a financial year sh all state- Average number by
S. 180(1) If a comp any, during a financial year, makes gifts or donations f or any Particulars of gifts and
S. 181(1) Where the business of a comp any consists of or includes the supplying of Particulars of exports
S. 182(1) Not later th an twenty-one days before an annual general meeting of a Circulati on of annual
S. 183At an annual general meeting of a comp any- Tabling of accounts
S. 184A nnual return to be made to the Registrar
S. 185A nnual return to be made by a public comp any
S. 186D ocuments to be annexed to annual return of a public comp any
S. 187A nnual return to be made by a private comp any
S. 188A dditional certificates to be lodged by a private comp any
S. 189O ffence relating to annual return
S. 190(1) For the purposes of th is Act, on the incorporati on of a comp any- Registered office and
S. 191For the purposes of th is Act, a comp any's registered records office is- Registered records
S. 192R ecords and registers of a comp any
S. 193I nspecti on by members and others
S. 194P ublicati on of name of comp any
S. 195S eal of comp any
S. 196O fficial seal f or use abroad
S. 197F orm of contracts and instruments
S. 198B ills of exchange and promissory notes
S. 199E xecuti on of deeds abroad
S. 200S ervice of documents on comp any
S. 201(1) For the purposes of th is Act, a document may be served by a comp any on Service of documents
S. 202Where a comp any would be liable f or the acts of any officer or agent, the Liability of comp any
S. 203T he directors of a comp any
S. 204(1) A comp any sh all have at least two directors. Comp any to have at
S. 205(1) A comp any sh all have a secretary. The secretary
S. 206(1) The number of directors of a comp any sh all be the number of first directors Appointment of
S. 207E ligibility of persons to be directors
S. 208R esidential requirements of directors
S. 209D irect or's sh are qualificati on
S. 210(1) A direct or may resign h is office by notice in writing to the comp any. Vacati on office of
S. 211R emoval of direct or
S. 212N o directions or instructions to be given to directors by a pers on not eligible to
S. 213A lternate directors
S. 214M anaging direct or
S. 215P owers and duties of directors
S. 216L imitations on powers of directors
S. 217P roceedings of directors
S. 218C ontracts in which directors are interested
S. 219(1) Th is secti on sh all apply to the following companies: Prohibiti on of loans by
S. 220D uties of directors in connecti on with sales or purchases of the comp any's
S. 221I nterpretati on
S. 222P ayments to directors f or loss of office or on transfer of undertaking
S. 223P ayments to directors in connecti on with takeover bids
S. 224R egister of directors and secretaries
S. 225(1) A comp any sh all keep a register showing in respect of each direct or and of Register of shares and
S. 226(1) A comp any sh all, with in twenty-one days after any change occurs among Registrati on of
S. 227(1) A comp any to which th is secti on applies sh all not state, in any form, the Where one direct or is
S. 228L imited comp any may have directors with unlimited liability
S. 229A voidance of acts in dual capacity as direct or and secretary
S. 230R estraining fraudulent persons from managing companies
S. 231P rohibiti on of assignment of offices
S. 232An act done by a direct or, the directors or the secretary sh all not be invalid Validity of acts of
S. 233C omp any may not indemnify officers
S. 234(1) In th is secti on, "arrangement" includes a reorganisati on of the sh are capital Power to compromise
S. 235I nformati on as to compromises with creditors and members
S. 236R econstructi on and amalgamati on of companies
S. 237P ower to acquire shares of minority on take-over
S. 238R ights of minority on take-over
S. 239(1) In th is secti on, "oppressive" means- Remedy against
S. 240I nterpretati on
S. 241E stablished place of business
S. 242F inancial year of a foreign comp any
S. 243A pplicati on of Part to existing foreign companies
S. 244R egister of foreign companies
S. 245(1) A body corporate formed outside Zambia (in th is secti on called an "external Registrati on of a
S. 246(1) If a body corporate formed outside Zambia sets up or acquires an External comp any
S. 247(1) If any alterati on is made in the charter, statutes, regulations, memorandum Returns required on
S. 248F oreign comp any must appoint local directors
S. 249R esponsibilities of local directors
S. 250S ervice on foreign comp any
S. 251A nnual accounts of foreign comp any
S. 252K eeping of accounting records by foreign comp any
S. 253N ame of foreign comp any
S. 254P ublicati on of name of foreign comp any
S. 255R egistrati on of charges by foreign comp any
S. 256N otificati on of winding-up of foreign comp any
S. 257W inding-up of foreign comp any in Zambia
S. 258(1) If a foreign comp any ceases to have an established place of business in Cessati on of business
S. 259P enalties and disabilities
S. 260I nvitations to the public relating to foreign companies
S. 261I nvitations to the public relating to other external bodies corporate
S. 262I nterpretati on
S. 263M odes of winding-up
S. 264The provisions of th is Act relating to the winding-up of a comp any sh all not Applicati on of repealed
S. 265L iability of members on winding-up
S. 266L imitati on of liability
S. 267N ature of liability of a member
S. 268L iability in case of death or bankruptcy of a member
S. 269J urisdicti on to wind-up companies
S. 270A pplicati on of Divisi on
S. 271P ersons who may petiti on f or a comp any to be wound-up by the court
S. 272C ircumstances in which comp any may be wound-up by court
S. 273C ommencement of winding-up by court
S. 274P ayment of preliminary costs
S. 275P owers of court on hearing petiti on
S. 276P ower to stay or restra in proceedings against comp any
S. 277A voidance of dispositions
S. 278A voidance of attachments
S. 279C opy of order to be registered
S. 280P rovisional liquidat or
S. 281S tay of actions
S. 282A ppointment and style of liquidators
S. 283P rovisions where a pers on other th an official receiver is appointed liquidat or
S. 284C ontrol of liquidators by official receiver
S. 285R emunerati on of liquidators
S. 286C ustody and vesting of comp any's property
S. 287S tatement of comp any's affairs
S. 288R eport by liquidat or
S. 289P owers of liquidat or
S. 290E xercise and control of liquidat or's powers
S. 291R elease of liquidat or and dissoluti on of comp any
S. 292O rders f or release or dissoluti on
S. 293D issoluti on of the comp any
S. 294M eetings to determine whether committee of inspecti on to be appointed
S. 295C onstituti on and proceedings of committee of inspecti on
S. 296P ower to stay winding-up
S. 297A ppointment of special manager
S. 298C laims of creditors and distributi on of assets
S. 299I nspecti on of books by creditors and members
S. 300(1) The court may summ on before it any officer of the comp any or pers on Power to summ on
S. 301(1) Where the liquidat or h as made a report stating th at, in h is opini on- Power to order public
S. 302(1) The court, at any time before or after the making of a winding-up order, on Power to arrest
S. 303Any powers by th is Act conferred on the court sh all be in additi on to and not Powers of court
S. 304Th is Divisi on sh all apply to every voluntary winding-up of a comp any. Voluntary winding-up
S. 305(1) A comp any may be wound-up voluntarily if the comp any so resolves. Circumstances in
S. 306For the purposes of th is Act, a voluntary winding-up commences at the time Commencement of
S. 307(1) The comp any sh all from the commencement of the winding-up cease to Effect of voluntary
S. 308(1) Where it is proposed to wind-up a comp any voluntarily, the directors of the Declarati on of
S. 309Th is Divisi on sh all apply to a members' voluntary winding-up of a comp any. Provisions applicable
S. 310(1) After the commencement of the winding-up of the comp any, the comp any Appointment of
S. 311(1) If the liquidat or is at any time of the opini on th at the comp any will not be Duty of liquidat or to
S. 312(1) At any time during the course of a voluntary winding-up pri or to the Staying of members'
S. 313Th is Divisi on sh all apply to a creditors' voluntary winding-up of a comp any. Provisions applicable
S. 314(1) Where a resoluti on f or the voluntary winding-up of a comp any h as been Meetings of creditors
S. 315(1) There sh all be a committee of inspecti on f or the winding-up of a comp any if Appointment of
S. 316(1) The committee of inspecti on, or, if there is no such committee, the Fixing of liquidat or's
S. 317(1) Any attachment, sequestrati on, distress or executi on put in force against Stay of proceedings
S. 318Th is Divisi on sh all apply to every voluntary winding-up of a comp any. Provisions applicable
S. 319Subject to the provisions of th is Act as to preferential payments, the property Distributi on of property
S. 320(1) If f or any reas on there is no liquidat or acting, the court may appoint a Review by court of
S. 321(1) The liquidat or may- Powers and duties of
S. 322(1) Where it is proposed th at the whole or part of the business or property of a Power of liquidat or to
S. 323(1) If a winding-up continues f or more th an one year, the liquidat or sh all Annual meetings of
S. 324(1) As so on as the affairs of the comp any are fully wound-up, the liquidat or Final meeting and
S. 325(1) Any arrangement entered in to between a comp any about to be or in the When an arrangement
S. 326(1) The liquidat or or any member or credit or may apply to the court- Applicati on to court to
S. 327All proper costs, charges and expenses of and incidental to the winding-up, Costs
S. 328Where a petiti on h as been presented to the court to wind-up a comp any on Limitati on on right to
S. 329Th is Divisi on sh all apply to every winding-up of a comp any. Provisions applicable
S. 330The court may at any time during the course of a winding-up direct a meeting Meetings of creditors
S. 331(1) A pers on sh all be accounted a credit or of a comp any f or the purposes of a Conduct of meetings
S. 332(1) A pers on sh all not be eligible f or appointment or competent to act or to Eligibility f or
S. 333(1) Subject to th is Act, the acts of a liquidat or sh all be valid notwithstanding Acts of liquidat or valid
S. 334(1) A liquidat or sh all keep proper books at h is office in which he sh all cause to General provisions as
S. 335(1) Where a pers on other th an the official receiver is the liquidat or and there is Powers of official
S. 336Any pers on aggrieved by any act or decisi on of the liquidat or may apply to the Appeal against
S. 337(1) A liquidat or sh all, with in fourteen days after h is appointment, lodge with the Notice of appointment
S. 338(1) A liquidat or sh all, with in one month after- Liquidat or's accounts
S. 339(1) Where a comp any is being wound-up, every invoice, order of goods or Notificati on th at a
S. 340(1) Where a comp any is being wound-up, all books and papers of the Books of comp any
S. 341(1) Whenever the cash balance standing to the credit of a comp any in Investment of surplus
S. 342(1) Where a liquidat or h as in h is hands or under h is control- Unclaimed assets
S. 343(1) Unless expressly directed to do so by the official receiver pursuant to Expenses of
S. 344(1) The court may, as to all matters relating to the winding-up of a comp any, Meetings to ascerta in
S. 345(1) In every winding-up, subject to th is secti on, debts payable on a Pro of of debts
S. 346(1) Subject to th is Act, in a winding-up there sh all be paid in priority to all other Preferential debts
S. 347(1) Any conveyance, transfer, mortgage, delivery of goods, payment, Avoidance of
S. 348A floating charge on the undertaking or property of the comp any created Avoidance of floating
S. 349(1) Where any property, business or undertaking h as been acquired by a Liquidat or's right to
S. 350(1) Where any part of the property of a comp any consists of- Disclaimer of onerous
S. 351(1) Where a credit or h as issued executi on against the goods or l and of a Restricti on of rights of
S. 352(1) Subject to subsecti on (3), where any goods of a comp any are taken in Duties of sheriff as to
S. 353(1) A pers on who, being a past or present officer or a past or present member Offences by officers of
S. 354Any pers on who gives or agrees or offers to give to any member or credit or of Inducement to be
S. 355Every officer or member of any comp any being wound-up who destroys, Penalty f or falsificati on
S. 356If, when a comp any is wound-up, it is shown th at the comp any failed to keep Liability where proper
S. 357(1) If an officer of a comp any who is knowingly a party to the contracting of a Liability f or contracting
S. 358(1) If, in the course of winding-up, it appears th at any pers on who h as taken Power of court to
S. 359(1) If it appears to the court, in the course of either a winding-up by the court Prosecuti on of
S. 360A pers on who, while an officer of a comp any which is subsequently ordered to Frauds by officers of
S. 361(1) Where the Registrar h as reasona be cause to believe th at a comp any is not Power of Registrar to
S. 362(1) Where a comp any h as been dissolved under secti on two hundred and Power of court to
S. 363(1) Where, after a comp any h as been dissolved, the Registrar is satisfied- Registrar to act as
S. 364(1) Subject to th is secti on, th is Part sh all apply, with the necessary Winding-up of other
S. 365(1) In th is secti on, "external comp any" means a body corporate incorporated in Winding-up of other
S. 366T he office of the Registrar of Companies
S. 367A ppointment of Registrar and Deputies
S. 368The staff of the Office of the Registrar of Companies required f or the Staff of the Office
S. 369K eeping of registers and lodged documents
S. 370R egistrati on of documents
S. 371E xtensi on of time f or lodgement
S. 372D ocuments to be in approved language
S. 373P rescribed forms
S. 374(1) A pers on may inspect any document registered by the Registrar up on Inspecti on copies and
S. 375E videntiary provisions
S. 376E nforcement of duty to make returns
S. 377F ees
S. 378F ees to be paid in to general revenues
S. 379A ppeal against a decisi on of the Registrar
S. 380C ollecti on of informati on and statistics from companies
S. 381P enalty f or false statements
S. 382P enalty f or improper use of "Incorporated" or "Limited"
S. 383C ivil liability f or fraudulent trading
S. 384O ffence of fraudulent trading
S. 385I mprisonment f or failure to pay fine
S. 386C osts in actions by limited companies
S. 387C ontributi on between joint wrongdoers
S. 388P ower to grant relief from civil liability
S. 389E xempti on from liability f or acts or omissions of public officers
S. 390C ertificates and documents made or lodged under former Act
S. 391A rticles of existing companies
S. 392M inimum capital f or existing companies
S. 393R egisters, accounts, etc., of existing companies
S. 394R egistrati on of charges
S. 395D irectors' reports f or existing companies
S. 396R elated bodies corporate of existing companies
S. 397D irectors of existing companies
S. 398B odies corporate formed outside Zambia with existing business in Zambia
S. 399C ompanies subject to other legislati on
S. 400(1) The Minister may, by statutory instrument, make regulations f or or with Regulations
S. 401The Chief Justice may make Rules of Court governing the practice and Rules of court
S. 402The Companies Act is here by repealed. Repeal of former Act
S. in the formati on or promoti on of the comp any, or any past or present liquidat or or assess damages
S. ISection I
S. IISection II
S. IIISection III
S. IVSection IV
S. IXSection IX
S. VSection V
S. VISection VI
S. VIISection VII
S. VIIISection VIII
S. XSection X
S. XISection XI
S. XIISection XII
S. XIIISection XIII
S. XIVSection XIV

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