Sri Lanka Consolidated Acts

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Companies Act (No. 17 of 1982)


           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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