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PARLIAMENT OF THE DEMOCRATIC
SOCIALIST REPUBLIC OF
SRI LANKA
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COMPANIES ACT, No. 07 OF 2007
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[Certified on 20th March, 2007]
Printed on the Order of Government
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Published as a Supplement to Part II of the Gazette of the Democratic
Socialist Republic of Sri Lanka of March 23, 2007
PRINTED AT THE DEPARTMENT OF GOVERNMENT PRINTING, SRI LANKA
TO BE PURCHASED AT THE GOVERNMENT PUBLICATIONS BUREAU, COLOMBO 1
Price : Rs. Postage : Rs.
COMPANIES ACT No . 07 OF 2007
TABLE OF SECTIONS
Section Page No.
1. Short title and date of operation 1
PART I - INCORPORATION OF COMPANIES AND
RELATED MATTERS
ESSENTIAL CHARACTERISTICS OF COMPANIES
2. Legal status and capacity of a company 1
3. Different types of companies 2
INCORPORATION OF COMPANIES
4. Method of incorporating a company 2
5. Incorporation of a company 3
COMPANY NAMES
6. Requirements as to names 4
7. Restrictions on names 4
8. Change of name 6
9. Public notice of name 7
10. Direction to change name 8
11. Change of name upon change of status of company 9
12. Use of company name and company number 10
ARTICLES OF ASSOCIATION
13. Contents of articles 11
14. Application of model articles 12
15. Adoption or amendment of articles 12
16. Effect of articles 13
17. Effect of statement of objects in articles 13
18. Right of shareholders to a copy of the articles 14
i
Section Page No.
COMPANY CONTRACTS ETC.
19. Method of contracting 14
20. Attorneys 15
21. Authority of directors, officers and agents 16
22. No constructive notice 17
PRE - INCORPORATION CONTRACTS
23. Pre-incorporation contracts may be ratified 17
24. Warranties implied in pre-incorporation contracts 18
25. Failure to ratify 19
AUTHENTICATION OF DOCUMENTS BY COMPANY
26. Authentication of documents by company 19
PART II – PRIVATE COMPANIES
27. Articles of a private company 19
28. Company ceasing to be a private company 20
29. Company may become a private company 21
30. Private companies need not keep interests register 21
31. Unanimous agreement of shareholders 21
PART III – COMPANIES LIMITED BY GUARANTEE
32. Application for incorporation of a company limited by guarantee 23
33. Company limited by guarantee must have articles 24
34. Power to dispose with “limited” in the name of charitable and
other companies. 24
35. Provisions which apply to companies limited by guarantee 26
PART IV – SHARES AND DEBENTURES
PROSPECTUS
36. Dating of prospectus. 26
37. Specific requirements as to particulars in prospectus 27
ii
38. Expert’s consent to issue of prospectus containing
statement by him 29
39. Consent of bank or attorney-at-law or auditor necessary for
inclusion of name in prospectus 29
40. Registration of prospectus 31
41. Civil liability for untrue in prospectus 32
42. Criminal liability for untrue statements in a prospectus 37
43. Document containing offer of shares or debentures for sale
to be deemed a prospectus 37
44. Interpretation of provisions relating to prospectuses 39
ALLOTMENT
45. Prohibition of allotment unless minium subscription received 39
46. Effect of irregular allotment 40
47. Applications for and allotment of shares and debentures 40
48. Construction of reference to offering shares or debentures
to the public 42
NATURE AND TYPE OF SHARES
49. Nature and types of shares. 43
ISSUE OF SHARES
50. Initial shares 43
51. Issue of shares 44
52. Consideration for issue of shares 45
53. Pre-emptive rights to new issues 45
54. Method of issuing shares 46
CALLS ON SHAREs
55. Calls on shares 46
DISTRIBUTIONS TO SHAREHOLDERS
56. Distributions 46
57. Solvency test 47
58. Stated capital 48
iii
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