CXXIII Jon. I 2019 (Companies)

[This Act has been amended – see CLVXXIV Jon. I 2021 (Department of Commerce), Paragraphs 2-4]

1. The purpose of this Act is to establish company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors’ disqualification, business names, and for connected purposes.

2. A “company” shall be a company formed and registered under this Act.

3. A Chamber of Commerce shall be formed within the Empire, it shall fall under the treasury and shall be responsible for handling registration and de-registration of companies and their directors.

4. A company shall be “public” or “private”:

   1. a “public” company is a company limited by shares whose certificate of incorporation states that it is a public company, and whose shares are open for sale on a stock-market without the approval of current shareholders, and

   2. a “private” company is any company that is not a public company

5. A company shall be “Limited” or “Unlimited”,

   1. A “Limited company” is a company if the liability of its members is limited by shares in its statute.

   2. If there is no limit on the liability of its members, the company is an “Unlimited company”.

6. There shall be numerous types of Companies in the Empire:

   1. a “State Unitary Enterprise” (SUE) shall be a Public or Private Limited Company, it shall have more than 50% of the shares are held by the Government- or Crown of the Empire, and

   2. a “Joint Stock Company” (JSC), shall be a Public Limited Company, and

   3. a “Private Limited company” (LTD) shall be a Private Limited Company, and

   4. a “Sole Proprietorship” (SP) shall be a Private Unlimited Company, limited to being held by a single person.

7. A company is formed under this Act by one or more persons

   1. subscribing their names to a “memorandum of association”, and

   2. complying with the requirements of this Act as to registration.

8. A company may not be so formed for an unlawful purpose.

9. A memorandum of association is a memorandum stating that the subscribers

   1. wish to form a company under this Act, and

   2. agree to become members of the company and, in the case of a company that is to have a share capital, to take at least one share each.

10. The memorandum must be in the prescribed form and must be authenticated by each subscriber.

11. The memorandum of association must be delivered to the Chamber of Commerce together with an application for registration of the company, the documents required by this section and a statement of compliance.

12. The application for registration must state

    1. the company’s proposed name followed by the type of Company,

    2. in which Administrative division the companies registered’ office shall be seated.

    3. which type of company is to be registered.

    4. in the case of a company that is to have a share capital, a statement of capital and initial shareholdings;

    5. a statement of the company’s proposed officers;

    6. a copy of any proposed articles of association 

    7. a statement of the type of company it is to be and its intended principal business activities.

13. A minimum capital as share capital shall be necessary for

    1. a JSC, with the minimum capital being 100 Pounds, and

    2. a LTD, with the minimum capital being 50 Pounds. 

14. The statement of capital required to be delivered in the case of a company that is to have a share capital must comply with this section. It must state

    1. the total number of shares of the company to be taken on formation by the subscribers to the memorandum of association,

    2. the aggregate nominal value of those shares,

    3. for each class of shares

       1. prescribed particulars of the rights attached to the shares,

       2. the total number of shares of that class, and

       3. the aggregate nominal value of shares of that class,

15. The statement of the company’s proposed officers required to be delivered to the registrar must contain the required particulars of

    1. the person who is, or persons who are, to be the first director or directors of the company;

    2. in the case of a company that is to be a private company, any person who is (or any persons who are) to be the first secretary (or joint secretaries) of the company;

    3. in the case of a company that is to be a public company, the person who is (or the persons who are) to be the first secretary (or joint secretaries) of the company.

16. On the registration of a company, the Chamber of Commerce shall give a certificate that the company is incorporated. The certificate must state

    1. the name and registered number of the company,

    2. the date of its incorporation,

    3. whether it is a limited or unlimited company, and if it is limited whether it is limited by shares or limited by guarantee,

    4. whether it is a private or a public company.

17. The certificate must be signed by the Chamber of Commerce or authenticated by the official seal.

18. The certificate is conclusive evidence that the requirements of this Act as to registration have been complied with and that the company is duly registered under this Act.

19. Members of a Company must be of the age of consent. If they are under the age of consent a registered attorney shall be liable for handling their shares.