Sri Lanka Consolidated Acts
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Companies Act (No. 17 of 1982)
TABLE OF PROVISIONS
Long Title
1. Short title and the date of operation
2. Mode of forming incorporated company
3. Requirement with respect to memorandum
4. Further requirements with respect to memorandum
5. Stamp and signature of memorandum
6. Restriction on alteration of memorandum
7. Mode in which and extend to which objects of company may be altered
8. Articles prescribing rules for companies
9. Regulations required in case of unlimited company of company limited by guarantee
10. Adoption and application of rules set out in Table A of First Schedule
11. Printing stamp, and signature of articles
12. Alteration of articles by special resolution
13. Statutory forms of memorandum and articles
14. Registration memorandum and articles
15. Effect of Registration
16. Power of company to hold lands
17. Conclusiveness of certificate of incorporation
18. Registration of unlimited company as limited
19. Restriction of registration of companies by certain names
20. Change of name
21. Power to despense with "limited" in name of charitable and other companies
22. Effect of memorandum and articles
23. provisions as to memorandum and articles of companies limited by guarantee
24. Alterations in memorandum or articles Increasing liability contribute to share capital not to bind existing members without consent
25. Power to alter conditions in memorandum which could have been contain in articles
26. Copies of memorandum articles and agreement to be given to members
27. Issued copies of memorandum to embody alterations
28. Definition of members
29. Membership of holding company
30. Meaning of "private company"
31. Consequences of default in complying with conditions constituting a company a private company
32. Statement in lien of prospectus to be delivered to Registrar by company on ceasing to be private company
33. Prohibition of carrying on business with fewer than seven or, in the case of a people's company fifty, members
34. Form of contracts
35. Bills of exchange and promissory note
36. Execution of deeds abroad
37. Power for company to have official seal for use abroad
38. Authentication of Documents and Translation
39. Dating of prospectus
40. Specific requirements as to particulars in prospectus
41. Experts consents to issue of prospectus containing statements by him
42. Consent of bank or attorney-at -law or auditor necessary for inclusion of name in prospectus
43. Registration of prospectus
44. Restrictions on alteration on term mentioned in prospectus or statement in lieu of prospectus
45. Civil liability for mis statement in prospectus
46. Criminal liability for mis-statements in prospectus
47. Document containing offer of shares or debentures for sale to deemed prospectus
48. Interpretation of provisions relating to prospectuses
49. Prohibition of allotment unless minimum subscription received
50. Prohibition of allotment in certain eases unless statement in lieu of prospect delivered to Registrar
51. Effect of irregular allotment
52. Applications for, and allotment of, shares and debentures
53. Return as to allotment
54. Power to pay commissions and of payment of all other commission discounts ,&c
55. Prohibition of provisions of financial assistance by company for purchase of or subscription for its own or its holding company's shares
56. Construction of reference to offering shares or debentures to the public
57. Power to issues redeemable preference shares
58. Application on premiums received on issue of shares
59. Power to issue shares at discount
60. Power of company to arrange for different amounts being paid on shares
61. Reserve liability of limited company
62. Power of company limited by shares to alter its share capital
63. Notice to Registrar of consolidation of share capital, conversion of shares into stock amp;c
64. Notice of increase of share capital
65. Power of unlimited company to provide for reserve share capital on registration
66. Power of company to pay-interest out of capital in certain cases
67. Special resolution for reduction of share capital
68. Application to court for confirming order, objections by creditors and settlement of list of objecting creditors
69. Order confirming reduction and powers of court on making such order
70. Registration of order and minute of reduction
71. Liability of members in respect of reduced shares
72. Penalty of concealment of name of creditors
73. Rights of holders of special classes of shares
74. Nature of shares
75. Transfer not to be registered except on production of instrument of transfer
76. Transfer by legal representative
77. Registration of transfer at request of transferor
78. Notice of refusal to register transfer
79. Certification of transferor
80. Duties of company with respect to issue of certificate
81. Certificate to be evidence of title
82. Evidence of grant of probate amp;c
83. Issue and effect of share or warrants to bearer
84. Offences in connection with share warrants
85. Right of debenture holders and share holders to inspect register of debenture holders and to have copies of trust deed,
86. Directors prohibited from acting as trustees
87. Perpetual debentures
88. Power to reissue redeemed debentures in certain cases
89. Specific performance of Contracts to subscribe debentures
90. Payment of certain debts out of assets subject to floating charge in priority to claims under the charge
91. Registration of charges created by companies registered in Sri Lanka
92. Duty of company to register charges created by company
93. Duty of company register to charges existing on property acquired
94. Register of charges to be kept by Registrar
95. Endorsement of certificate of registration on debentures
96. Duty of company to inform Registrar of release of property from charge and of Registrar to enter memorandum of satisfaction
97. Rectification register of charges
98. Registration of enforcement of security
99. Copies of instrument creating charges to be kept by company
100. Company register of charges
101. Right to inspect copies of instruments creating mortgages and charges and company's register of charges
102. Application of Part III to charges property subject to charge acquired by company incorporated outside Sri Lanka
103. Registered office of company
104. Publication of name by company
105. Statutory books amp;c., to be kept at registered
106. Form of registers, &C
107. Restrictions on commencement of business
108. Register of members
109. Index of members of company
110. Provision as to entries in register in relation to share warrants
111. Inspection of register and index
112. Power to close register
113. Power of court rectify register
114. Trusts not to be entered on register
115. Register to be evidence
116. Power of company to keep branch register
117. Regulations as to branch register
118. Stamp duties in case of shares registered in branch register
119. Provisions as to branch registers kept in any other country
120. Annual return to be made by company having a share capital
121. Annual return to be made by company not having share capital
122. Declaration to sent by private company with annual return
123. time for completion of annual return
124. Documents to be annexed to annual return
125. Certificate to be send by private company with annual return
126. Stautory meeting and statutory report
127. Annual general meeting
128. Convening of extra-ordinary general meeting of requisition
129. Length of notice for calling meetings
130. Provisions as to meetings and votes
131. Power of court to order meeting
132. Representation of companies at meetings of other companies and of creditors
133. Proxies
134. Right to demand a poll
135. Voting on a poll
136. Circulation of member resolutions on requisition
137. Provisions as to extra-ordinary and special resolution
138. Resolutions requiring special notice
139. Registration of certain resolutions and agreements
140. Resolution passed at an adjourned meetings
141. Minutes of proceeding of meetings and directors
142. Inspection of minute books
143. Keeping of books of accounts
144. Profit and loss account and balance sheet
145. General provisions as to contents and form of accounts
146. Obligation to lay group accounts before holding company
147. Form of group accounts
148. Contents of group accounts
149. Financial year of holding company and subsidiary
150. Meaning of "holding company" and "subsidiary"
151. Accounts and auditors report to be annexed to balance sheet
152. Directors' report to be attached to balance sheet
153. Signing of sheet
154. Right to receive copies of balance sheets and auditors report
155. Banking and certain other companies to publish periodical statement
156. Appointment and remuneration of auditors
157. Provisions as to resolutions relating to appointment and removal of auditors
158. Disqualifications for application. as auditors
159. Auditors report and right of access to books and to attend and be bound at general meetings
160. Construction of references to documents annexed to accounts
161. Investigation of company affairs on application of members
162. Investigation of company's affairs other cases
163. Power of inspectors to carry out investigation into affairs of related companies
164. Production of documents and evidence on investigation
165. Inspector's report
166. Proceedings on inspector's report
167. Expenses of investigation of company's affairs
168. Inspector's report to be evidence
169. Appointment and powers of inspector to investigate ownership of company
170. Power to require information as to persons interested in shares or debenture
171. Power to impose restrictions on shares or debentures
172. Saving for attorneys-at-law and bankers
173. Registrar's power to verify assets and liabilities
174. Directors
175. Secretary
176. Qualification of secretary of company to be prescribed
177. Prohibition of certain persons being sole director or secretary
178. Avoidance of acts done by person in dual capacity as director and secretary
179. Restrictions on appointment or advertisement of directors
180. Qualification of director or managers
181. Age limit for directors
182. Age limit not to apply if company so resolves
183. Duty of directors to disclose age
184. Appointment of directors to be voted on individually
185. Removal of directors
186. Power to restrain persons convicted of certain offences from managing companies
187. Prohibition of tax-free payments to directors
188. Prohibition of loans to directors
189. Approval of company requisite for payment by it to director for loss of office, amp;c., or for any payment, in connection with transfer of its property, amp;c
190. Duty of director to disclose payment for loss of office, amp;c., made in connection with transfer of shares in company
191. Provisions supplementary to the provisions of sections 189 and 190
192. Provisions as to uncertificated insolvents and undischarged bankrupts acting as directors
193. Validity of acts of directors amp;c
194. Register of directors and secretaries
195. Particulars with respect to directors in trade catalogues, circulars, &c
196. Limited company may have directors with unlimited liability
197. Special resolutions of limited company making liability of directors unlimited
198. Register of directors' shareholdings amp;c,
199. Obligations of persons to notify company or acquisition changes in amounts of and disposal of shares in company
200. Particulars in accounts of directors' salaries, pensions, &c
201. Particulars in accounts of loans to officers, &c
202. General duty to make disclosure for purposes of section 198,200 and 201
203. Disclosure by directors of interests in contracts
204. Provisions as to assignment of office by directors
205. Provisions as to liability of officers and auditors
206. Power to compromise with creditors and members
207. Information as to compromise with creditors and members
208. Provisions for facilitating reconstruction and amalgamation of companies
209. Power to acquire shares of shareholders dissenting from scheme or contract approved by majority
210. Oppression
211. Mismanagement
212. Procedure
213. Interim orders by court
214. Who may make an application to court
215. Power of court to act under section 210 or section 211 during winding-up proceedings
216. Powers of court on application under section 210 or section 211
217. Effect of alteration of memorandum or articles of company by order under section 210 or section 211.of company
218. Addition of respondents to application under section 210 or section 211
219. Consequences of termination or modification of certain agreements
220. Prohibition on stock exchange deals by insiders, &c
221. Prohibition on abuse of information obtained in official capacity
222. Penalty for contravention of the provisions of section 220 or section 221
223. Interpretation of this part
224. Registrar to issue show cause notice
225. Consequences of show cause notice
226. Consequences of private company consenting or refusing to become public limited liability company
227. Any person in the national interest to request Registrar to call upon private company to become public
228. Form of reference to court
229. Effect of direction or adjudication
230. Offences and penalties
231. Value of each share
232. Limitation on maximum share holding
233. Manner of investment
234. Number of directors
235. Election of directors
236. Limitation on directors
237. Exclusion of other companies from holding shares in a people's company
238. Taxation
239. Provisions applicable to a public company to apply to a people's company
240. When a people's company shall be deemed to be public company or a private company
241. Company incorporated for business outside Sri Lanka
242. Grant of certificate of registration to off-shore company
243. Continuation of business of off-shore company
244. Prohibition of business in Sri Lanka but saving benefits
245. Cessation of business by off-shore company
246. Interpretation of this Part
247. Mode of winding up
248. Liability as contributories of present and past members
249. Definition of contributory
250. Nature of liability of contributory
251. Contributories in death of member
252. Contributories in case of insolvency or bankruptcy of members
253. Provision as to married women
254. Jurisdiction to wind up companies registered in Sri Lanka
255. Circumstances in which company may be wound up by court
256. Definition of inability to pay debts
257. Provisions as to applications for winding up
258. Powers of court on hearing petition
259. Power to stay or restrain proceedings against company
260. Avoidance of dispositions of property, amp;c., after commencement of winding up
261. Avoidance of attachments, &c
262. Commencement of winding up by the court
263. Copy of order to be forwarded to Registrar
264. Actions stayed on winding up
265. Effect of winding up order
266. Official receiver
267. Appointment of official receiver by court in certain cases
268. Statement of company's affairs to be submitted to official receiver
269. Report by official receiver
270. Power of court to appoint liquidators
271. Appointment and power of provisional liquidator
272. Appointment style &c., liquidators
273. Provisions where person other than official receiver is appointed liquidator
274. General provisions as to liquidators
275. Custody of company's property
276. Vesting of property of company in liquidator
277. Power of liquidator
278. Exercise and control of liquidator's powers
279. Books to be kept by liquidator
280. Payments liquidator into bank
281. Audit of liquidator accounts
282. Control of Registrar over liquidator
283. Release of liquidator
284. Meetings of creditors and contributories to determine whether committee of inspection shall be appointed
285. Constitution and proceedings of committee of inspection
286. Powers of court where there is no committee of inspection
287. Power to stay winding up
288. Settlement of list of contributories and application of assets
289. Delivery of property to liquidator
290. Payment of debts due by contributory to company and extent which set of allowed
291. Power of court to make calls
292. Payment into bank of moneys due to company
293. Order on contributory conclusive evidence
294. Appointment of special manager
295. Power to exclude creditors not proving in time
296. Adjustment of right of contributories
297. Inspection of books creditors and contributories
298. Power to order cost of winding up to be paid out of assets
299. Power to summon persons suspected of having property of company
300. Power to order public examination of promoters, directors, amp;c
301. Power to arrest absconding contributory
302. Powers of court cumulative
303. Delegation to liquidator of certain powers of court
304. Dissolution of company
305. Manner of enforcing orders of court,
306. Enforcement of winding up order in another court
307. Appeals
308. Circumstance in which company may be wound up voluntarily
309. Notice of resolution to winding up voluntarily
310. Commencement of voluntary winding up
311. Effect of voluntary winding up on business and status of company
312. Avoidance of transfer, &c., after commencement of voluntary winding up
313. Statutory declaration of solvency in case of proposal to wind up voluntarily
314. Provisions relating to a members’ winding up
315. Power of company to appoint and fix remuneration of liquidators
316. Power to fill vacancy in office of liquidator
317. Power of liquidation to accept shares, &c in consideration for sale of property of company
318. Duty of liquidator to call creditors' meeting in case of insolvency
319. Duty of liquidator to call general meeting at end of each year
320. Final meeting and dissolution
321. Alternative provision as to annual and final meetings in case of insolvency
322. Provisions applicable to a creditors' winding up
323. Meeting of creditors
324. Appointment of liquidator
325. Appointment of committee of inspection
326. Fixing of liquidators’ remuneration and ceaser of directors’ powers
327. Power to fill vacancy in office of liquidator,
328. Application of section 317 to a creditors' voluntary winding up
329. Duty of liquidator to call meetings of company and of creditors at end of each year
330. Final meeting and dissolution
331. Provisions applicable to every voluntary winding up
332. Distribution of property of company
333. Power and duties of liquidator in voluntary winding up
334. Power of court to appoint and remove liquidator in voluntary
335. Notice by liquidator of his appointment
336. Arrangement when binding on creditors
337. Power to apply to court to have question determined or powers exercised
338. Costs of voluntary winding up
339. Saving for rights of creditors and contributories
340. Power to order winding up subject to supervision
341. Effect of petition for winding up subject to supervision
342. Application of sections 260 and 261 to winding up subject to supervision
343. Power of court to appoint or remove liquidators
344. Effect of supervision order
345. Debts of all descriptions to proved
346. Application of insolvency rules in winding up of insolvent companies
347. Preferential payments
348. Fraudulent reference
349. Liabilities rights of certain fraudulently preferred persons
350. Effect of floating charge
351. Disclaimer of onerous property
352. Restriction of rights of creditors as to execution r attachment of in case of company
353. Duties of Fiscal as to goods taken in execution
354. Offences by officers of companies in liquidation
355. Penalty for falsification of books
356. Frauds by officers of companies which have gone into liquidation
357. Liability where proper accounts not kept
358. Responsibility for fraudulent trading of persons concerned
359. Powers of court to assess damages against delinquent directors
360. Prosecution of delinquent officers and members of company
361. Disqualification for appointment as liquidator
362. Corrupt inducement affecting appointment as liquidator
363. Enforcement of duty of liquidator to make return, &c
364. Notification that a company is in liquidation
365. Exemption of certain documents from stamp duty on winding up of companies
366. Books of company to be evidence
367. Disposal of books and papers of company
368. Information as to pending liquidations
369. Unclaimed assets to be paid in companies liquidation Account
370. Resolutions passed at adjourned meeting of creditors and contributories
371. Meetings to ascertain wishes of creditors or contributories
372. Power of court declare dissolution of company void
373. Register may strike off defunct company from register
374. Property of dissolved company to vest in the State
375. Companies Liquidation Account
376. Investment of surplus funds on general account
377. Separate accounts of particular estates
378. Rules and fees for winding up
379. Disqualification for appointment as receiver
380. Disqualification of uncertificated insolvent or undischarged bankrupt from acting as receiver or manager
381. Power to appoint official receiver as receiver for debenture holders or creditors
382. Receivers and managers appointed out of court
383. Notification that receiver or managers appointed
384. Power of court to fix remuneration application of liquidator
385. Provisions as to information where receiver or manager appointed
386. Special provisions as to statement submitted to receiver
387. Delivery to Registrar of accounts of receivers and managers
388. Enforcement of duty of receiver or manager to make return, &c
389. Construction of reference to receivers and managers
390. Authentication documents by seal
391. Registration of documents copies of documents, notices, amp;c
392. Fees
393. Application of Act to companies formed under former written law
394. Companies to which part XIII applies
395. Documents, amp;c., to be delivered to Registrar by companies carrying on business in Sri Lanka
396. Power of companies incorporated outside Sri Lank to hold lands
397. Return to be delivered to Registrar where documents, &c altered
398. Accounts of a company to which this Part applies
399. Obligation to state name of company whether limited, and country where incorporated
400. Service on company to which Part XIII applies
401. Registrar to be notified when company ceases to have place of business in Sri Lanka
402. Penalties
403. Enforcement of duty to comply with provisions of this Part
404. Interpretation on Part XIII
405. Dating of prospectus and particulars to be contained therein
406. Provisions as to expert's consent and allotment
407. Registration of prospectus
408. Penalty for contravention of section 405, section 406 or section 407
409. Civil liability for mis-statements in prospectus
410. Interpretation of provisions as to prospectuses
411. Definition of banking company
412. Registration on the carrying on of ensuring business
413. Limitation of activities of banking companies
414. Banking company not to employ managing agent other than a banking company
415. restriction on commencement of business by banking company
416. Prohibition of charge on unpaid capital
417. Reserve fund
418. Restriction on nature of subsidiary company
419. Penalty for default in complying with certain requirements of this Part
420. Power of court to stay proceedings
421. Definition of "business of banking"
422. Appointment amp;c. of Advisory Commission
423. Appointment of officers &c
424. Copies of damaged or illegible document
425. Fund
426. Prohibition of partnership with more than twenty member
427. Inspection, production and evidence of documents kept by Registrar
428. Enforcement of duty of company make return to Registrar
429. Unlawful disclosure of information relating to companies
430. Production and inspection of books where offence suspected
431. Registrar's power to call for information and to inspect books, registers and documents
432. Powers of Registrar to carry out investigations or conduct inquiries into affairs of companies
433. Penalty for false statement
434. Penalty for improper use of word " Limited"
435. Provision with respect to default fines and meaning of "officer who is in default'
436. Compounding of certain offences
437. Offence summarily triable
438. Imposition and application of fines
439. Savings as to private prosecutors
440. Savings for privileged communications
441. Procedure
442. Service of documents on company
443. Documents to be received in evidence
444. Cost in actions by certain limited companies
445. Recovery expenses and fees
446. Proceeding in actions by shareholder or debenture holder against a to be by way of summary procedure
447. Power of court to grant relief in certain cases
448. Regulations
449. Interpretation
450. Transitional provisions
451. Savings
452. Savings of pending proceedings for winding up
453. Repeal
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