Related documents
- Is amended by Companies (Amendment) Act, 2000
- Is amended by Companies (Amendment) Act, 2010
- Is amended by Companies (Amendment) Act, 2011
- Is commenced by Companies (Commencement) Order, 1995
Zambia
Companies Act, 1994
Chapter 388
- Commenced on 1 February 1995 by Companies (Commencement) Order, 1995
- [This is the version of this document as it was at 31 December 1996 to 31 January 2000.]
Part I – Preliminary
1. Short title
This Act may be cited as the Companies Act.2. Interpretation
In this Act, unless the context otherwise requires—"accounting records" includes—(a)invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes, vouchers and other documents of prime entry; and(b)such working papers and other documents as are necessary to explain the methods and calculations by which the accounts are made up;"accounts" means profit and loss accounts and balance sheets together with any statements, reports and notes attached to or intended to be read with any of those profit and loss accounts or balance sheets, but, subject to section one hundred and seventy-four, does not include the auditors' reports or directors' reports;"alternate director" means an alternate director of a company referred to in section two hundred and thirteen;"annual accounts" means the annual accounts referred to in section one hundred and sixty-four;"annual general meeting" means an annual general meeting of a company referred to in section one hundred and thirty-eight;"annual return" means the return referred to in section one hundred and eighty-four, together with any document required by this Act to accompany the return;"articles" means the articles of a company described in section seven;"auditors' report" means the report of the auditors of a company referred to in section one hundred and seventy-three;"body corporate" means a company or corporation incorporated under or by virtue of the laws of Zambia or of any other country, other than a corporation sole;"book" includes accounts, deed, writing, register, document, accounting record, and any clear record of information, however compiled and whether recorded or stored in written or printed form or by electronic or photographic process or otherwise;"branch register" means a branch register of a company established under section fifty-one;"capital redemption reserve" means the reserve referred to in section sixty;"certificate of incorporation" means a certificate of incorporation of a company issued by the Registrar under section ten, or a replacement of such a certificate issued under this Act;"certificate of share capital" means a certificate of share capital of a company issued by the Registrar under section ten, or a replacement of such a certificate issued under this Act;"certified copy" means a copy of a document of a company which has endorsed thereon or annexed thereto—(a)a certificate by a notary public; or(b)a declaration made and signed by an officer of the company or by some person interested therein otherwise than on behalf of the company;to the effect that it is a true and complete copy of the original, together with, in the case of an original in a language other than English, an English translation similarly certified to the effect that it is an accurate translation of the original;"charge" means a charge created in any way and includes—(a)mortgage;(b)an agreement to give or execute a charge or mortgage whether on demand or otherwise; and(c)until such time as the whole of the purchase price is paid, an agreement for sale and purchase of land under which the seller remains in occupation;"class meeting" means a meeting of those members of a company who, under the articles, belong to a particular class;"committee of inspection" means a committee of inspection appointed in the course of a winding-up under section two hundred and ninety-five or three hundred and fifteen;"company" means—(a)a company incorporated under this Act; or(b)subject to section four and Division 14.3, an existing company;"company limited by guarantee" means a company incorporated as such, being a company satisfying section nineteen;"company with share capital" means a public company, a private company limited by shares or an unlimited company;"court" means the High Court for Zambia;"creditors' voluntary winding-up of" means a voluntary winding-up with respect to which no declaration of solvency was made in accordance with section three hundred and eight;"current liability", means a liability that would in the ordinary course of events be payable within twelve months after the end of the financial year to which the accounts or group accounts concerned relate;"debenture" means a document issued by a body corporate that evidences or acknowledges a debt of the body corporate, whether or not it constitutes a charge on property of the body corporate, in respect of money that is or may be deposited with or lent to the body corporate, other than a document of the following kinds—(a)a document acknowledging a debt incurred by the body corporate in respect of money that is or may be deposited with or lent to the body corporate by a person—(i)in the ordinary course of a business carried on by the person; and(ii)in the ordinary course of such business of the body corporate as is not part of a business of borrowing money and providing finance;(b)a document issued by a bank in the ordinary course of its banking business that evidences or acknowledges indebtedness of the bank arising in the ordinary course of that business;(c)a cheque, order for the payment of money or bill of exchange;(d)a document of a kind prescribed, and in the circumstances prescribed in the regulations for the purposes of this paragraph;and includes—(a)a unit of a debenture;(b)debenture stock; and(c)bonds and any other securities issued by a company, whether constituting a charge on the assets of the company or not;"debenture holder" includes a debenture stockholder;"declaration of guarantee" means a declaration of guarantee made under section nineteen;"declaration of solvency" means a declaration made in accordance with section three hundred and eight;"default" means, in reference to a person who is "in default," that the person wilfully authorised or permitted an act or omission that constitutes a contravention by a body corporate of the provision of this Act in which the expression appears;"designating number" means the number assigned to a company or foreign company by the Registrar for the purposes of identification;"director" means a person appointed as a director of a company under section two hundred and six; and "the directors" means the directors acting collectively as described in section two hundred and three;"director-report" means the report by the directors of a company referred to in section one hundred and seventy-six;"document" includes—(a)any paper or other material on which there is writing or printing or on which there are marks, figures, symbols or perforations having a meaning for persons qualified to interpret them;(b)a disc or tape or other article, or any material, from which sounds, images, writings or messages are capable of being reproduced with or without the aid of any other article or device;and without limiting the generality of the foregoing, includes any summons, order and other legal process and any notice;"equity share" means a share comprised in the equity share capital of a body corporate;"equity share capital" means the issued share capital of a body corporate, excluding any part thereof which neither as respects dividends nor as respects capital carries any right to participate beyond a specified amount in a distribution;"executive director" means a director to whom has been delegated any of the powers of the directors to direct and administer the business and affairs of the company;"executive officer" means a person, by whatever name called and whether or not a director of a body corporate, who is concerned, or takes part, in the management of the body corporate;"existing company" means a body corporate which immediately prior to the commencement of this Act was a company under the former Act;"expert" includes an engineer, valuer, accountant, assayer, and any other person whose profession or calling gives authority to a statement by the person on the subject matter concerned;"extraordinary general meeting" means a general meeting of a company that is not an annual general meeting;"extraordinary resolution" means an extraordinary resolution for the purposes of section one hundred and fifty-six;"financial year"(a)in relation to a company, means the financial year of the company under section forty-two;(b)in relation to a foreign company, means the financial year of the foreign company under section two hundred and forty-two; and(c)in relation to any other body corporate, means a period in relation to which the body corporate, in conformity with the law of the place of its incorporation, produces accounts;"former Act" means the Companies Act repealed by section four hundred and two;[Cap. 686 of the 1971 Edition]"former name" does not include—(a)a name changed or disused before the person bearing the name attained the age of eighteen years;(b)a name changed or ceased to be used more than twenty years previously; or(c)the name by which a married woman was known prior to her marriage;"general meeting" means an annual general meeting or an extraordinary general meeting;"general accounts" means the accounts of a group of companies referred to in section one hundred and sixty-five;"group of companies" means a company that is a holding company together with all its subsidiaries;"holding company" means a body corporate that is a holding company under section forty-three;"invitation to the public" means an invitation described in section one hundred and nineteen;"limited company" means a company limited by shares or a company limited by guarantee;"liquidator" includes a provisional liquidator;"managing director" means the managing director of a company appointed under section two hundred and fourteen;"member" means a member of a company under section forty-five;"members voluntary winding-up" means a voluntary winding-up with respect to which a declaration of solvency was made in accordance with section three hundred and eight;"monetary unit" means an amount of one thousand kwacha;"non-current liability" means a liability that is not a current liability;"number", in relation to shares, includes an amount of stock;"officer" includes—(a)a director, secretary or executive officer of a body corporate;(b)a local director of a foreign company;(c)a receiver of any part of the undertaking of a body corporate appointed under a power contained in any instrument; and(d)a liquidator of a body corporate appointed by the members in a voluntary winding-up;but does not include—(i)a receiver of any part of the undertaking of a body corporate appointed by the court;(ii)a liquidator of a body corporate appointed by the court or by the creditors of the body corporate; or(iii)an auditor of a body corporate;"official receiver" means—(a)an official receiver appointed under the Bankruptcy Act; or[Cap. 82](b)an officer appointed for the purpose by the Minister, if no such official receiver is appointed;"ordinary resolution" means an ordinary resolution for the purposes of section one hundred and fifty-six;"prescribed" means prescribed in the regulations made under this Act;"private company" means a private company limited by shares, a company limited by guarantee or an unlimited company;"private company limited by shares" means a company incorporated as such, being a company satisfying section seventeen;"profit and loss account" includes income and expenditure account, revenue account or any other account showing the results of the business of a company for a period;"public company" means a company incorporated as such, being a company satisfying section fourteen;"receiver" includes an official receiver and a receiver and manager; and any reference to a receiver of the property of a company includes a reference to a receiver of part only of that property and to a receiver only of the income arising from that property, or from part thereof;"register of foreign companies" means the register referred to in section two hundred and forty-four;"registered accountant" means a registered accountant for the purposes of the Accountants Act;[Cap. 390]"registered member" means a person registered as a member of a company under section forty-eight;"registered office" means—(a)in relation to a company, the registered office of the company under section one hundred and ninety; and(b)in relation to a foreign company, the registered office of the company under section two hundred and forty-five;"registered records office" means the registered records office of a company referred to in section one hundred and ninety-one;"Registrar" means the Registrar of Companies established by section three hundred and sixty-six;"related" means related for the purposes of section forty-three;"resolution for reducing share capital" means a resolution described in section seventy-six;"seal" means the common seal of a company or other body corporate;"secretary"—(a)in relation to a company, means a person appointed as the secretary pursuant to section two hundred and five;(b)in relation to a body corporate other than a company, means a person occupying the position of secretary, by whatever name called;"share" includes stock;"shareholder" includes a stockholder;"share premium account" means the share premium account referred to in section sixty-one;"share warrant" means a share warrant issued pursuant to section sixty-nine;"special resolution" means a special resolution for the purposes of section one hundred and fifty-six;"Standard Articles" means the Standard Articles in the First Schedule;"subsidiary" means a body corporate that is a subsidiary of another body corporate for the purposes of section forty-three;"unlimited company" means a company incorporated as such, being a company satisfying section twenty;"waiting period" means the period of seven days after the first publication of a prospectus which has been registered, or such longer period after that date as may be stated in the prospectus as the period before the expiration of which applications, offers, or acceptances in response to the prospectus will not be accepted or treated as binding;"wholly owned subsidiary" means a body corporate that is the wholly owned subsidiary of another body corporate for the purposes of section forty-three.3. Effect of declaration in certified copy
A declaration made for the purposes of paragraph (b) of the definition of certified copy in section two shall be deemed to be a statutory declaration.4. Application of Act to existing companies
Subject to this Act, this Act applies to an existing company as if it had been duly incorporated under this Act as—5. Prohibition of large partnerships
Part II – Incorporation and modification of companies
Division 2.1 - Incorporation
6. Application for incorporation
7. The articles of a company
8. Amendment of articles
9. Statutory declaration as to compliance with the Act
10. Certificates of incorporation and of share capital
11. Incorporation of the company
On and from the date of incorporation specified in the certificate of incorporation, but subject to this Act, there shall be constituted an incorporated company by the name set out in the certificate.12. Register of companies
Division 2.2 - Types of company
13. Types of company
A company incorporated under this Act shall be—14. Public companies
15. Public company may not operate until certificate issued that minimum capital requirements are satisfied
16. Private companies
17. Private companies limited by shares
18. Minimum capital for private company limited by shares
19. Companies limited by guarantee
20. Unlimited companies
Division 2.3 - General provisions
21. Contractual effect of indorporation
Subject to this Act, the incorporation of a company shall have the same effect as a contract under seal between the company and its members from time to time and between those members themselves, in which they agree to form a company whose business will be conducted in accordance with the application for incorporation, the certificate of share capital from time to time, the articles of the company from time to time, and this Act.22. Capacity and powers of a company
23. Validity of acts
No act of a company, including any transfer of property to or by a company, shall be invalid by reason only that the act or transfer is contrary to its articles or this Act.24. Notice not presumed
No person dealing with a company shall be affected by, or presumed to have notice or knowledge of, the contents of a document concerning the company by reason only that the document has been lodged with the Registrar or is held by the company available for inspection.25. No disclaimer allowed
A company or a guarantor of an obligation of the company may not assert against a person dealing with the company or with any person who has acquired rights from the company that—26. Companies ceasing to have at least two members
27. No increase in a member's liability or contribution without consent
A member of a company shall be bound by an alteration made in the articles on a date (in this section called the "alteration date") after the date on which he became a member only to the extent that the alteration does not require him—28. Pre-incorporation contracts
29. Copies of certificate of incorporation, certificate of share capital and articles to be given to members
Division 2.4 - Conversion of a company from one type to another
30. Conversion of a private company limited by shares to company limited by guarantee
31. Conversion of private company limited by shares to unlimited company
A private company limited by shares may be converted into an unlimited company if all its members agree in writing to its conversion.32. Conversion of company limited by guarantee to company limited by shares or unlimited company
A company limited by guarantee may be converted into a company limited by shares or an unlimited company if—33. Conversion of unlimited company to private limited company
34. Conversion of public company to private company limited by shares
A public company may be converted into a private company limited by shares if a special resolution is passed that—35. Conversion of private company limited by shares to public company
36. Method of conversion
Division 2.5 - The name of a company
37. Name of company
38. Reservation of name
39. Registrar may allow company to dispense with "Limited" in its name
40. Change of name
41. Registrar may require change of name
Division 2.6 - Miscellaneous
42. Financial year of a company
43. Holding companies, subsidiaries and related companies
44. Registration of related bodies corporate
Part III – Membership and registers
45. Membership of company
46. Membership by company of itself or of holding company
47. Offence if membership of private company exceeds number specified in articles
If a private company fails to comply with the provisions of its articles on the number of its members, the company, and each officer and member in default, shall be guilty of an offence, and shall be liable on conviction to a fine not exceeding five hundred monetary units.48. Register of members
49. Inspection of register
50. Power of court to rectify register
51. Company may keep branch register
52. Duties in case of securities registered in branch register
An instrument of transfer of any share registered in a branch register shall be deemed to transfer property situated outside Zambia, and, unless executed in any part of Zambia, shall be exempt from any duty chargeable in Zambia.53. Branch registers of foreign companies kept in Zambia
The regulations may provide that sections forty-eight and forty-nine shall, subject to any modifications and adaptations specified in the regulation, apply to a register of members kept in Zambia by a specified body corporate, or class of bodies corporate, incorporated under the law of a foreign country or countries.54. No notice of trust
55. Register to be evidence
The register of members shall be prima facie evidence of any matter by this Act directed or authorised to be inserted therein.Part IV – Shares and share capital
Division 4.1 - Interpretation
56. Interpretation
In this Part, unless the context otherwise requires, "company" means a company with share capital.Division 4.2 - Issue and transfer of shares
57. Nature and transferability of shares
58. Numbering of shares
59. Redeemable shares
60. Capital redemption reserve
61. Share premium account
62. Variation of class rights
63. Return as to allotment of shares
64. Transfer of shares
65. Restrictions on transferability
66. Issue of share certificates
67. Endorsement of transfer
68. Share certificates as evidence
A share certificate shall be prima facie evidence of the title to the shares of the person named therein as the registered holder and of the amounts paid and payable thereon.69. Share warrants to bearer
70. Transmission of shares by operation of law
71. Evidence of transmission of shares by operation of law
The production to a company of any document which is by law sufficient evidence that the ownership of a share has been transmitted by the operation of law shall be accepted by the company as sufficient evidence of the transmission of ownership.72. Company's lien on shares
A company shall not have or claim a lien on shares on which there is no unpaid liability, nor shall any such lien extend to any sums due from the shareholder except in respect of the unpaid liability on the shares.73. Rights and options to subscribe for share issue to directors, officers and employees
Division 4.3 - Alteration of share capital
74. Alteration of share capital
75. Power to return accumulated profits in reduction of paid up share capital
76. Special resolution for reduction of share capital
77. Creditors may object to reduction in capital
78. Order confirming reduction and powers of court in making such order
79. Lodgement of order and issue of replacement certificate of share capital
80. Liability of members in respect of reduced shares
81. Offence of concealing name of creditor
Division 4.4 - Restrictions on financial assistance
82. Restrictions on financial assistance in acquisition of shares
83. Relaxation of restrictions for private companies
Division 4.5 - Miscellaneous
84. Dividends may be paid only out of profits
No dividend shall be payable to the shareholders of a company except out of the profits arising or accumulated from the business of the company.85. Exemption from Property Transfer Tax Act
Company shares that are listed on any stock exchange in Zambia shall be exempt from the provisions of the Property Transfer Tax Act, 1984.[Cap. 422 ]Part V – Debentures and charges
Division 5.1 - Debentures
86. Issue of debentures
87. Documents of title to debentures
88. Trustees for debenture holders
89. Eligibility for appointment as trustee for debenture holders
90. Right to copies of trust deed
91. Unsecured debentures to be so described
92. Register of debenture holders
93. Meetings of holders of debentures secured by a trust deed
94. Meetings of other debenture holders
95. Re-issue of redeemed debentures
Division 5.2 - Charges
96. Charge to secure fluctuating amount
Where a charge is expressed to be made to secure an indeterminate amount, or a fluctuating amount advanced on current account by, or due and owing to, the person entitled to the charge, the charge shall not be considered to be redeemed by reason only that the current account ceases to be in debit or by reason only that no amount is due or owing, as the case may be.97. Company's register of charges
98. Registrar's register of charges
99. Registration of charges by companies
100. Certificate to be issued by Registrar
If the particulars and documents relating to a charge that are required by this Part to be lodged with the Registrar are lodged within the time required, the Registrar shall issue a certificate of the registration of the charge stating the date of lodgement and, if applicable, the amount thereby secured, and the certificate shall be conclusive evidence that the requirements of this Part as to registration have been complied with.101. Priorities
102. Entries of satisfaction and release of property from charge
103. Variation of registered charge
104. Registration of enforcement of security by mortgagee
105. Endorsement of registration on debentures of a series
106. Charges in favour of the State
This Division shall bind the State in respect of all charges to which the State is entitled.Division 5.3 - Receivers
107. Application of Division
This Division shall apply in relation to a receiver of property of a company who is appointed after the commencement of this Act, even if the appointment arose out of a transaction entered into before that commencement.108. Appointment of receiver by court
109. Notification of appointment of receiver
110. Payment of preferential creditors
111. Eligibility for appointment as receiver
112. Receivers appointed by the court
A receiver of any property or undertaking of a company appointed by the court shall be an officer of the court and shall be deemed, in relation to the property or undertaking, not to be an officer of the company, and shall act in accordance with the directions and instructions of the court.113. Receivers appointed otherwise than by the court
114. Liabilities of receivers on contracts
115. Fact that receiver has been appointed to appear on correspondence
116. Statement of affairs and accounts where receiver of undertaking appointed
Where a receiver is appointed of the whole or substantially the whole of the undertaking of any company on behalf of the holders of any debentures secured by a floating charge, section two hundred and eighty-eight and three hundred and thirty-eight shall apply as regards the submission of a statement of affairs and of periodical accounts by the receiver as if the company had been ordered to be wound-up under this Act and as if the receiver had been appointed liquidator.117. Accounts of receivers
118. Reports by receivers
Part VI – Public issue of shares, etc.
Division 6.1 - Interpretation
119. Meaning of "invitation to the public"
120. Offer of sale deemed to be made by the company
121. First publication of a prospectus
Division 6.2 - Invitations to the public and prospectuses
122. Restrictions on invitations to the public to acquire shares and debentures
123. Prospectus required for invitations to the public to purchase share or debentures
124. Contents of prospectus
125. Expert's consent
126. Registration of prospectuses
127. Over-subscription in debenture issue
128. Reference to stock exchange listing in prospectus-allotment of shares
129. Civil liability for misstatements or omissions in prospectus
130. Offence of misstatement or omission in prospectus
131. Stop trading order
132. Waiting period
Where an invitation is made to the public to acquire shares or debentures of a public company or of a public company proposed to be formed, an agreement for the acquisition of the shares or debentures made before the end of the waiting period, other than a bona fide underwriting agreement, shall not be enforceable by the company or the promoters.133. Withdrawal of application after waiting period
Where an invitation is made to the public in respect of any shares or debentures of a public company, an application for such shares or debentures shall not be revocable during a period of seven days commencing on the expiry of the waiting period unless, before the expiry of that period of seven days, some person responsible for the prospectus has given a notice to the public which has the effect under section one hundred and twenty-nine of excluding or limiting the responsibility of the person giving it for any misstatement or omission in the prospectus.134. Allotment and minimum subscription
135. Statement in lieu of prospectus
136. Prohibition of waiver and notice clauses
A condition purporting to require or bind any person to waive compliance with this Part or purporting to attribute to him notice of any contract document or other matter not specifically referred to in any prospectus advertisement or circular, shall be void.Part VII – Meetings and resolutions
137. Interpretation
138. Annual general meeting
139. Extraordinary general meetings
140. Class meetings
141. Requisition of a general meeting
142. Entitlement to receive notice of meetings
143. Length of notice for convening a meeting
144. Power of court to order meeting
145. Place of meetings
Unless the articles provide otherwise, or all the members entitled to vote at that meeting agree in writing to a meeting at a place outside Zambia, a meeting of a company shall be held in Zambia.146. Attendance at meetings
The following persons shall be entitled to attend and to speak at a meeting of a company:147. Conduct of meetings and voting
148. Chairman's declaration as to result of a vote
Unless the articles of a company provide otherwise, a statement by the chairman of a meeting of the company that a motion or resolution at a meeting was passed by a specified majority shall be conclusive evidence that it was so passed unless a poll was demanded on the motion or resolution.149. Right to demand a poll
A poll may be demanded at a meeting of a company on any question other than the election of the chairman of the meeting or the adjournment of the meeting by—150. Voting on a poll
On a poll taken at a meeting of company or a meeting of any class of members of a company, a member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.151. Proxies
152. Representation of bodies corporate and unincorporated associations at meetings
153. Circulation of members' resolutions and supporting circulars
154. Circulation of members' circulars
155. General provisions in regard to members' circulars
156. Ordinary extraordinary and special resolutions
157. Written resolutions for private companies
158. Registration of copies of certain resolutions
159. Date of certain resolutions
160. Minutes of proceedings of meetings of company and of creditors
161. Inspection of minute books
The books containing the minutes of proceedings of any meeting referred to in section one hundred and sixty shall be kept at the registered records office of the company and shall be open to inspection by any member, officer, auditor, receiver or liquidator of the company, and by the Registrar or his delegate.Part VIII – Accounts, audit and annual, returns
Division 8.1 - Accounts
162. Accounting records to be kept
163. Financial year of holding and subsidiary
164. Annual accounts to be prepared after each financial year
165. Group accounts
166. Delays in preparing group accounts
167. Annual accounts to include amounts paid to directors
168. Annual accounts to include particulars of loans to officers
169. Director to make disclosure of loans and receipts
170. Balance sheet to be signed by directors
Division 8.2 - Auditors
171. Appointment of auditors
172. Qualifications of auditor
173. Auditors' rights and duties and auditors' report
174. Circumstances in which accounts may include the auditors' report or directors' report
Division 8.3 - The Directors' report
175. Interpretation
In this Division, a reference to a subsidiary of a company that is a holding company includes only those subsidiaries which the holding company is required to cover in its group accounts.176. Directors' report to be attached to balance sheet
177. General matters in directors' report
178. Where a company carries on more than one kind of business, attribution of turnover and profitability
179. Average number by the month of a company's employees and amount, by the year, of their wages
180. Particulars of gifts and donations
181. Particulars of exports
Division 8.4 - Provision of accounts and reports to members
182. Circulation of annual accounts
183. Tabling of accounts
At an annual general meeting of a company—Division 8.5 - Annual returns
184. Annual return to be made to the Registrar
185. Annual return to be made by a public company
186. Documents to be annexed to annual return of a public company
A public company shall lodge with its annual return a certified copy, certified by both a director and the secretary of the company, of every balance sheet, profit and loss account, group accounts, directors' report and auditors' report sent to members and debenture holders of the company in accordance with section one hundred and eighty-two since the last annual return was made.187. Annual return to be made by a private company
188. Additional certificates to be lodged by a private company
189. Offence relating to annual return
If a company fails to lodge an annual return and the other documents in accordance with this Division, or lodges documents which do not comply with this Division, the company, and each officer in default, shall be guilty of an offence, and shall be liable on conviction to a fine not exceeding one thousand monetary units.Part IX – Management and administration
190. Registered office and postal address
191. Registered records office
For the purposes of this Act, a company's registered records office is—192. Records and registers of a company
193. Inspection by members and others
194. Publication of name of company
195. Seal of company
196. Official seal for use abroad
197. Form of contracts and instruments
198. Bills of exchange and promissory notes
A bill of exchange or promissory note shall be deemed to have been made, accepted or endorsed on behalf of a company if made, accepted or endorsed in the name of, or by or on behalf or on account of, the company by any person acting under its authority, express or implied.199. Execution of deeds abroad
200. Service of documents on company
201. Service of documents by company
202. Liability of company not affected by officer's fraud or forgery
Where a company would be liable for the acts of any officer or agent, the company shall be liable notwithstanding that the officer or agent has acted fraudulently or forged a document purporting to be sealed by or signed on behalf of the company.Part X – Directors and secretary
Division 10.1 - Appointment and powers
203. The directors of a company
204. Company to have at least two directors
205. The secretary
206. Appointment of directors
207. Eligibility of persons to be directors
208. Residential requirements of directors
209. Directors' share qualification
210. Vacation office of director
211. Removal of director
212. No directions or instructions to be given to directors by a person not eligible to be a director
213. Alternate directors
214. Managing director
215. Powers and duties of directors
216. Limitations on powers of directors
217. Proceedings of directors
Division 10.2 - Interests of directors
218. Contracts in which directors are interested
219. Prohibition of loans by companies to directors
220. Duties of directors in connection with sales or purchases of the company's securities
Division 10.3 - Payments to directors
221. Interpretation
222. Payments to directors for loss of office or on transfer of undertaking
223. Payments to directors in connection with takeover bids
Division 10.4 - Registers
224. Register of directors and secretaries
225. Register of shares and debentures held by or in trust for directors and secretary
226. Registration of particulars of directors and secretaries
Division 10.5 - Miscellaneous
227. Where one director is named in letters, etc, all are to be named
228. Limited company may have directors with unlimited liability
229. Avoidance of acts in dual capacity as director and secretary
A provision requiring or authorising a thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.230. Restraining fraudulent persons from managing companies
231. Prohibition of assignment of offices
A director or other officer of a company shall not assign his office to another person, and any purported assignment of the office shall be void.232. Validity of acts of officers
An act done by a director, the directors or the secretary shall not be invalid only because it is afterwards discovered that there was some defect in the appointment or qualification of a person to be a director or secretary or a member of a committee of directors, or to act as a director or secretary.233. Company may not indemnify officers
Part XI – Schemes of arrangement, take-overs and the protection of minorities
234. Power to compromise with creditors and members
235. Information as to compromises with creditors and members
236. Reconstruction and amalgamation of companies
237. Power to acquire shares of minority on take-over
238. Rights of minority on take-over
239. Remedy against oppression
Part XII – Foreign companies
240. Interpretation
241. Established place of business
242. Financial year of a foreign company
243. Application Part to listing foreign companies
244. Register of foreign companies
The Registrar shall maintain a register of foreign companies for the purposes of this Part.245. Registration of a foreign company
246. External company must register if it has an established place of business
247. Returns required on alteration of registered particulars
248. Foreign company must appoint local directors
249. Responsibilities of local directors
250. Service on foreign company
251. Annual accounts of foreign company
252. Keeping of accounting records by foreign company
253. Name of foreign company
254. Publication of name of foreign company
255. Registration of charges by foreign company
Section ninety-nine shall apply in relation to a foreign company as if—256. Notification of winding-up of foreign company
257. Winding-up of foreign company in Zambia
258. Cessation of business of foreign company
259. Penalties and disabilities
260. Invitations to the public relating to foreign companies
261. Invitations to the public relating to other external bodies corporate
Part XIII – Winding-up
Division 13.1 - General
262. Interpretation
For the purposes of this Part, a reference to a member of a company includes, unless the context otherwise requires, a reference to a person claiming or alleged to be liable to contribute to the assets of the company in a winding up, for the purpose of any proceedings for determining, and of all proceedings prior to the final determination of, the persons who are so liable (including the presentation of a winding-up petition).263. Modes of winding-up
264. Application of repealed Act
The provisions of this Act relating to the winding-up of a company shall not apply in relation to a winding-up that was commenced before the commencement of this Act, and such a winding-up shall be continued as if this Act had not been passed.265. Liability of members on winding-up
266. Limitation of liability
267. Nature of liability of a member
The liability of a member shall create a debt in the nature of a specially accruing debt due from him at the time when his liability commenced, but payable at the times when calls are made for enforcing the liability.268. Liability in case of death of bankruptcy of a member
269. Jurisdiction to wind-up companies
Division 13.2 - Winding-up by the court
270. Application of Division
This Division shall apply in the case of the winding-up of a company by the court.271. Persons who may petition for a company to be wound-up by the court
272. Circumstances in which company may be wound up by court
273. Commencement of winding-up by court
274. Payment of preliminary costs
275. Powers of court on hearing petition
276. Power to stay or restrain proceedings against company
At any time after the presentation of a winding-up petition and before a winding-up order has been made, the company or the creditor or member may, where any action or proceeding against the company is pending, apply to the court to stay or restrain further proceedings in the action or proceeding, and the court may stay or restrain the proceedings accordingly on such terms as it thinks fit.277. Avoidance of dispositions
Any disposition of the property of the company including things in action, and any transfer of shares or alteration in the status of the members of the company made after the commencement of winding-up by the court shall be void unless the court otherwise orders.278. Avoidance of attachments
Any attachment, sequestration, distress or execution put in force against the estate or effects of the company after the commencement of a winding-up by the court shall be void.279. Copy of order to be registered
280. Provisional liquidator
281. Stay of actions
When a winding-up order has been made or a provisional liquidator has been appointed, no action or proceeding shall be proceeded with or commenced against the company except by leave of the court and subject to such terms as the court may impose.282. Appointment and style of liquidator
283. Provisions where a person other than official receiver is appointed liquidator
284. Control of liquidators by official receiver
285. Remuneration of liquidators
286. Custody and vesting of company's property
287. Statement of company's affairs
288. Report by liquidator
289. Powers of liquidator
290. Exercise and control of liquidator's powers
291. Release of liquidator and dissolution of company
When the liquidator—292. Orders for release or dissolution
293. Dissolution of the company
Where the court has made an order that the company be dissolved, the Registrar shall, upon lodgement with him of a copy of the order, strike the name of the company off the register and notify the same in the Gazette, and the company shall thereupon be dissolved as at the date of the publication of the notice in the Gazette.294. Meetings to determine whether committee of inspection to be appointed
295. Constitution and proceedings of committee of inspection
296. Power to stay winding-up
297. Appointment of special manager
298. Claims of creditors and distribution of assets
299. Inspection of books by creditors and members
The court may, at any time after making a winding-up order, make any order for inspection of the books and papers of the company by creditors and members that the court thinks fit, and any books and papers in the possession of the company may be inspected by creditors or members in accordance with the order.300. Power to summon persons connected with company
301. Power to order public examination
302. Power to arrest absconding member or officer
303. Powers of court cumulative
Any powers by this Act conferred on the court shall be in addition to and not in derogation of any power of instituting proceedings against any member or debtor of a company or the estate of any member or debtor for the recovery of any debt or other sum.Division 13.3 - Voluntary winding-up
304. Voluntary winding-up
This Division shall apply to every voluntary winding-up of a company.305. Circumstances in which a company may be wound-up voluntarily
306. Commencement of voluntary winding-up
For the purposes of this Act, a voluntary winding-up commences at the time of the passing of the resolution for voluntary winding-up.307. Effect of voluntary winding-up
308. Declaration of solvency
Division 13.4 - Provisions applicable only to members' voluntary winding-up
309. Provisions applicable only to members' voluntary winding-up
This Division shall apply to a members' voluntary winding-up of a company.310. Appointment of liquidator
311. Duty of liquidator to call creditors
312. Staying of members' voluntary winding-up
Division 13.5 - Provisions applicable only to creditors' voluntary winding-up
313. Provisions applicable only to creditors' voluntary winding-up
This Division shall apply to a creditors' voluntary winding-up of a company.314. Meetings of creditors
315. Appointment of committee of inspection
316. Fixing of liquidator's remuneration and vesting of directors' powers in liquidator
317. Stay of proceedings
Division 13.6 - Provisions applicable to every voluntary winding-up
318. Provisions applicable to every voluntary winding-up
This Division shall apply to every voluntary winding-up of a company.319. Distribution of property of company
Subject to the provisions of this Act as to preferential payments, the property of a company shall, on its winding-up, be applied pari passu in satisfaction of its liabilities, and subject to that application shall, unless the articles otherwise provide, be distributed among the members according to their rights and interests in the company.320. Review by court of liquidators appointment and remuneration
321. Powers and duties of liquidators
322. Power of liquidator to accept shares, etc., as consideration for sale of property of company
323. Annual meetings of members and creditors
324. Final meeting and dissolution of company
325. When an arrangement is binding on creditors
326. Application to court to have questions determined or powers exercised
327. Costs
All proper costs, charges and expenses of and incidental to the winding-up, including the remuneration of the liquidator, shall be payable out of the assets of the company in priority to all other claims.328. Limitation on right to wind-up voluntarily
Where a petition has been presented to the court to wind-up a company on the ground that it is unable to pay its debts, the company shall not resolve that it be wound-up voluntarily, except with the leave of the court.Division 13.7 - Provisions applicable to every mode of winding-up
329. Provisions applicable to every mode of winding-up
This Division shall apply to every winding-up of a company.330. Meetings of creditors
The court may at any time during the course of a winding-up direct a meeting of the creditors of any class to be held and conducted in such manner as it thinks fit to consider such matters as it shall direct, and may give such ancillary or consequential directions as it thinks fit.331. Conduct of meetings of creditors
332. Eligibility for appointment as liquidator
333. Acts of liquidator valid
334. General provisions as to liquidators
335. Powers of official receiver where no committee of inspection
336. Appeal against decision of liquidator
Any person aggrieved by any act or decision of the liquidator may apply to the court, which may confirm, reverse, or modify the act or decision complained of and make such order as it thinks just.337. Notice of appointment and address
338. Liquidator's accounts
339. Notification that a company is in liquidation
340. Books of company
341. Investment of surplus funds
342. Unclaimed assets
343. Expenses of winding-up where assets insufficient
344. Meetings to ascertain wishes of members or creditors
345. Proof of debts
346. Preferential debts
347. Avoidance of preference
348. Avoidance of floating charge
A floating charge on the undertaking or property of the company created within twelve months before the commencement of the winding-up shall, unless it is proved that the company immediately after the creation of the charge was solvent, be invalid except to the amount of any cash paid to the company at the time, or subsequently, in consideration for the charge, together with interest on that amount at the rate fixed by the terms of the charge.349. Liquidator's right to recover in respect of certain sales to or by company
350. Disclaimer of onerous property
351. Restriction of rights of creditor as to execution or attachment
352. Duties of sheriff as to goods taken in execution
353. Offences by officers of companies in liquidation
354. Inducement to be appointed liquidator
Any person who gives or agrees or offers to give to any member or creditor of a company any valuable consideration with a view to securing the appointment of the person, or of any other person, as the company's liquidator shall be guilty of an offence, and shall be liable on conviction to a fine not exceeding five hundred monetary units or to imprisonment for a period not exceeding six months, or to both.355. Penalty for falsification of books
Every officer or member of any company being wound-up who destroys, mutilates, alters or falsifies any books, documents or securities, or makes or is privy to the making of any false or fraudulent entry in any register, book or document belonging to the company with intent to defraud or deceive any person shall be guilty of an offence, and shall be liable on conviction to a fine not exceeding two thousand monetary units or to imprisonment for a period not exceeding two years, or to both.356. Liability where proper accounts not kept
If, when a company is wound-up, it is shown that the company failed to keep accounting records in accordance with section one hundred and sixty-two for any period during the period of two years before the commencement of the winding-up, each officer in default, unless he acted honestly and shows that in the circumstances in which the business of the company was carried on the failure was excusable, shall be guilty of an offence, and shall be liable on conviction to a fine not exceeding one thousand monetary units or to imprisonment for a period not exceeding twelve months, or to both.357. Liability for contracting debt
358. Power of court to assess damages against delinquent officers
359. Prosecution of delinquent officer and members
360. Frauds by officers of companies which have gone into liquidation
A person who, while an officer of a company which is subsequently ordered to be wound-up by the court or which subsequently passes a resolution for voluntary winding-up—Division 13.8 - Dissolution of defunct companies
361. Power of Registrar to strike defunct company off register
362. Power of court to declare dissolution of company void
363. Registrar to act as representative of defunct company in certain events
Division 13.9 - Winding-up of other bodies corporate
364. Winding-up of other Zambian bodies corporate
365. Winding-up of other foreign bodies corporate
Part XIV – Miscellaneous
Division 14.1 - Administration of Act
366. The Office of the Registrar of Companies
367. Appointment of Registrar and Deputies
368. Staff of the Office
The staff of the Office of the Registrar of Companies required for the purposes of this Act shall be persons appointed or employed under the Service Commissions Act, 1991.[Cap. 259]369. Keeping of registers and lodged documents
370. Registration of documents
371. Extension of time for lodgement
372. Documents to be in approved language
373. Prescribed forms
374. Inspection copies and evidence
375. Evidentiary provisions
376. Enforcement of duty to make returns
377. Fees
378. Fees to be paid into general revenues
379. Appeal against a decision of the Registrar
Subject to this Act, a person aggrieved by a decision of the Registrar may within fourteen days after the date on which he is notified of the decision, appeal to the court against the decision, and the court may confirm, reverse or vary the decision or make such order or give such directions in the matter as it thinks fit.380. Collection of information and statistics from companies
Division 14.2 - Penalties and liabilities
381. Penalty for false statements
382. Penalty for improper use of "Incorporated" or "Limited"
383. Civil liability for fraudulent trading
384. Offence of fraudulent trading
A person who is knowingly a party to the carrying on of any business of the company for a fraudulent purpose shall be guilty of an offence, and shall be liable on conviction to a fine not exceeding one thousand monetary units or to imprisonment for a period not exceeding twelve months, or to both.385. Imprisonment for failure to pay fine
Where a court issues a warrant under section three hundred and eleven of the Criminal Procedure Code for the commitment of a person to prison for a failure by him to pay a fine imposed on him for an offence under this Act, the period of imprisonment specified in the warrant shall not exceed one day for every three monetary units of the fine that remain unpaid.[Cap. 160]386. Costs in actions by limited companies
Where a body corporate with limited liability is a plaintiff in any legal proceedings, the court may, if the court is satisfied that there is reason to believe that the body corporate will be unable to pay the costs of the defendant if the defendant is successful in his defence, require sufficient security to be given for those costs, and may stay all proceedings until the security is given.387. Contributions between joint wrongdoers
Where more than one person is liable (whether as an officer of a body corporate or otherwise) to pay any damages, costs, compensation, debt or monetary penalty to an aggrieved party under, or in respect of any breach of, any section of this Act—388. Power to grant relief from civil liability
389. Exemption from liability for acts or omissions of public officers
No person shall be liable to any action in damages for anything done or omitted to be done by any person in the exercise or performance of any power or function conferred or imposed on him by or under this Act unless the act or omission was in bad faith or was due to a want of reasonable care of diligence.Division 14.3 - Transitional provisions
390. Certificates and documents made or lodged under former Act
391. Articles of existing companies
392. Minimum capital for existing companies
393. Registers, accounts etc., of existing companies
394. Registration of charges
Where an existing company has, immediately before the commencement of this Act, property which is subject to a charge of any kind, the company shall, within three months after the commencement of this Act—395. Director's reports for existing companies
Sections one hundred and seventy-seven to one hundred and eighty-one shall not apply to a directors' report in respect of a financial year of an existing company that began before the commencement of this Act.396. Related bodies corporate of existing companies
Section forty-four shall not apply to an existing company until the date on which it is required to lodge its first annual return after the commencement of this Act.397. Directors of existing companies
398. Bodies corporate formed outside Zambia with existing business in Zambia
For the purposes of section two hundred and forty-six, a body corporate incorporated outside Zambia, being a body corporate which was not registered as a foreign company under the former Act but which, immediately before the commencement of this Act, had an established place of business in Zambia, shall be deemed to have established that place of business on the date of commencement of this Act.Division 14.4 - General
399. Companies subject to other legislation
Nothing in this Act shall abrogate or affect any special legislation relating to companies carrying on the business of banking, insurance or any other business.400. Regulations
401. Rules of court
The Chief Justice may make Rules of Court governing the practice and procedure for the winding-up of companies in Zambia and with respect to the procedure in any application to the court under this Act, and enabling all or any of the powers and duties conferred and imposed on the court in respect of the winding-up of companies to be exercised or performed by the Registrar or by the official receiver, or by the liquidator as an officer of the court and subject to the control of the court.402. Repeal of former Act
The Companies Act is hereby repealed.[Cap. 686 of the former edition]History of this document
15 July 2011 amendment not yet applied
Amended by
Companies (Amendment) Act, 2011
16 April 2010 amendment not yet applied
Amended by
Companies (Amendment) Act, 2010
01 February 2000 amendment not yet applied
Amended by
Companies (Amendment) Act, 2000
31 December 1996 this version
Consolidation
01 February 1995
Commenced by
Companies (Commencement) Order, 1995
Subsidiary legislation
Title | Numbered title |
---|---|
Companies (Fees) (Amendment) (No. 2) Regulations, 2005 | Statutory Instrument 42 of 2005 |
Companies (Fees) (Amendment) Regulations, 2005 | Statutory Instrument 29 of 2005 |
Companies (Fees) (Amendment) Regulations, 2014 | Statutory Instrument 53 of 2014 |
Companies (Fees) (Exemption) (Amendment) Order, 2000 | Statutory Instrument 17 of 2000 |
Companies (Fees) (Exemption) (No. 3) Order, 2000 | Statutory Instrument 36 of 2000 |
Companies (Fees) (Exemption) Order, 2000 | Statutory Instrument 15 of 2000 |
Companies (Fees) (Partial Exemption) Order, 2004 | Statutory Instrument 35 of 2004 |
Companies (Fees) Regulations, 1995 | Statutory Instrument 16 of 1995 |
Companies (Prescribed Forms) (Amendment) Regulations, 2005 | Statutory Instrument 30 of 2005 |
Companies (Resident Directors) (No. 2) Order, 2000 | Statutory Instrument 32 of 2000 |
Companies (Resident Directors) Order, 2000 | Statutory Instrument 16 of 2000 |
Companies (Transitional Provisions) Regulations, 1995 | Statutory Instrument 15 of 1995 |