Sri Lanka Consolidated Acts

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Companies Act (No. 17 of 1982) - Sect 21

Power to despense with "limited" in name of charitable and other companies

21.
(1) Where it is proved to the satisfaction of the Registrar that an association whether of recent origin or otherwise about to be formed as a limited company is to be formed for promoting commerce, art, science, religion, charity, sport, or any other useful object, and intends to apply its profits, if any, or other income in promoting its objects and to prohibit the payment of any dividend to its members, the Registrar may by licence direct that the association may be registered as a company, with limited liability, without the addition of the word "Limited" to its name, and the association may be registered accordingly and shall on registration enjoy all the privileges and (subject to the other provisions of this section) be subject to ail the obligations of a limited company.
(2) Where it is proved to the satisfaction of the Registrar
(a) that the objects of a company registered under this Act as a limited company are restricted to those specified in subsection (1) and to objects incidental or conducive thereto ; and
(b) that by its constitution the company is required to apply its profits, if any, or other income in promoting its objects and is prohibited from paying any dividend to its members,
(3) A licence granted under the provisions of this section may be subject to such terms and conditions as the Registrar thinks fit, for the association to conform to the requirements of subsection (1), and such terms and conditions shall be binding on the association to which such licence granted, and (where the grant is under the provisions of subsection (1)) shall, if the Registrar so directs, be inserted in the memorandum and articles, or in one of those documents. Any alterations made in the memorandum and articles shall be so made with prior written approval of the Registrar.
(4) An association to which a licence is granted under the provision of this section shall be exempt from the provisions of this Act relating to the use of the word "Limited" as any part of its name, and the sending of lists of members to the Registrar.
(5) A licence granted under the provisions of this section may at any time be revoked by the Registrar where the association to which such licence is granted fails to comply with the requirements of subsection, (1) or subsection (3), and upon revocation the Registrar shall enter the word " Limited " at the end of the name upon the register of the association to which it was granted and the association shall cease to enjoy the exemptions and privileges granted by the provisions of this section:
(6) Where an association in respect of which a licence under this section is in force alters the provisions of its memorandum with respect to its objects the Registrar may, unless he sees fit to revoke the licence vary, add to or alter the terms and conditions subject to which such licence was granted.
(7) Where a licence granted under the provisions of this section to an association the name of which contains the words " Chamber of Commerce " or any other name signifying an association of business interests is revoked, the association shall, within a period of six weeks from the date of revocation or such longer period as the Registrar may in his discretion allow, change its name to a name which does not contain such words or such name, and
(a) the notice to be given under the provisions of the proviso to subsection (5) to that association shall include a statement in accordance with the preceding provisions of this subsection; and
(b) the provisions of subsections (3) and (4) of section 20 shall apply to a change of name under this subsection as they apply to a change of name under that section.


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