View All - 1982 Acts
Section No :  
Acts & Ordinances
COMPANIES
Marginal Notes
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 &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 creditor.
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 &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 & c., to be kept at registered office.
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. Statutory 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 balance 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, &c., or for any payment, in connection with transfer of its property, &c
190. Duty of director to disclose payment for loss of office, & 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 & 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 & 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.
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, &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 wind 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 winding up.
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, &c.
392. Fees.
393. Application of Act to companies formed under former written law.
394. Companies to which part XIII applies.
395. Documents, &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.