| 1.
| | This Ordinance may be cited as the Companies Ordinance.*(* Companies Ordinance in operation on 31st December, 1980. is reproduced in this Edition. It has been subsequently superseded by the Companies Act, No. 17 of 1982, with effect from 2nd July, 1982.-See the 1985 Supplement to the Revised Edition.) |
| 2.
| | Mode of forming incorporated company. |
| 3.
| | Requirements with respect to memorandum. |
| 4.
| | Stamp and signature of memorandum. |
| 5.
| | Restriction on alteration of memorandum. |
| 6.
| | Mode in which and extent to which objects of company may he altered. [3,15 of 1964.] |
| 7.
| | Articles prescribing regulations for companies. |
| 8.
| | Regulations required incase of unlimited company or company limited by guarantee. |
| 9.
| | Adoption and application of Table A. |
| 10.
| | Printing, stamp, and signature of articles. |
| 11.
| | Alteration of articles by special resolution. |
| 12.
| | Statutory forms of memorandum and articles. |
| 13.
| | Registration of memorandum and articles. |
| 14.
| | Effect of registration. |
| 15.
| | Power of company to hold lands. |
| 16.
| | Conclusiveness of certificate of incorporation. |
| 17.
| | Registration of unlimited company as limited. |
| 18.
| | Prohibition of the registration of companies by undesirable names. [ 4, 15 of 1964.] |
| 19.
| | Power to dispense with "Limited" in name of charitable and other companies. |
| 20.
| | Change of name. |
| 21.
| | Effect of memorandum and articles. |
| 22.
| | Provision as to memorandum and articles of companies limited by guarantee. |
| 23.
| | Alterations in memorandum or articles increasing liability to contribute 10 share capital not to bind existing members without consent. |
| 24.
| | Copies of memorandum and articles to be given to members. |
| 25.
| | Issued copies of memorandum to embody alterations. |
| 26.
| | Definition of member. |
| 27.
| | Meaning of " private company." |
| 28.
| | Circumstances in which company ceases to be, or to enjoy privileges of, a private company. |
| 29.
| | Prohibition of carrying on business with fewer than seven or, in the case of a private company two members. |
| 30.
| | Form of contracts. |
| 31.
| | Bills of exchange and promissory notes. |
| 32.
| | Execution of deeds abroad. |
| 33.
| | Power for company to have official seal for use abroad. |
| 34.
| | Authentication of documents and translation. |
| 35.
| | Dating and registration of prospectus. |
| 36.
| | Specific requirements as to particulars in prospectus. |
| 37.
| | Restriction on alteration of terms mentioned in prospectus or statement in lieu of prospectus. |
| 38.
| | Liability for statements in prospectus. |
| 39.
| | Document containing offer of shares or debentures for sale to be deemed prospectus. |
| 40.
| | Prohibition of allotment unless minimum subscription received. |
| 41.
| | Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar. |
| 42.
| | Effect of irregular allotment. |
| 43.
| | Return as to allotments. |
| 44.
| | Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, &c. |
| 45.
| | Statement in balance sheet as to commissions and discounts. |
| 46.
| | Prohibition of provision of financial assistance by company for purchase of its own shares. |
| 47.
| | Power to issue redeemable preference shares. |
| 48.
| | Power to issue shares at a discount. |
| 49.
| | Power of company to arrange for different amounts being paid on shares. |
| 50.
| | Reserve liability of limited company. |
| 51.
| | Power of company limited by shares to alter its share capital. |
| 52.
| | Notice to Registrar of consolidation of share capital, conversion of shares into stock, &c. |
| 53.
| | Notice of increase of share capital. |
| 54.
| | Power of unlimited company to provide for reserve share capital on re-registration. |
| 55.
| | Power of company to pay interest out of capital in certain cases. |
| 56.
| | Special resolution for reduction of share capital. |
| 57.
| | Application to court for confirming order, objections by creditors, and settlement of list of objecting creditors. |
| 58.
| | Order confirming reduction and powers of court on making such order. |
| 59.
| | Registration of order and minute of reduction. |
| 60.
| | Liability of members in respect of reduced shares. |
| 61.
| | Penalty on concealment of name of creditor. |
| 62.
| | Rights of holders of special classes of shares. |
| 63.
| | Nature of shares. |
| 64.
| | Transfer not to he registered except on production of instrument of transfer. |
| 65.
| | Transfer by legal representative. |
| 66.
| | Registration of transfer at request of transferor. |
| 67.
| | Notice of refusal to register transfer. |
| 68.
| | Duties of company with respect to Issue of certificates. |
| 69.
| | Certificate to be evidence of title. |
| 70.
| | Evidence of grant of probate, &c. |
| 71.
| | Issue and effect of share warrants to bearer. |
| 72.
| | Offences in connexion with share warrants. |
| 73.
| | Right of debenture holders and shareholders to inspect register of debenture holders and to have copies of trust deed. |
| 74.
| | Perpetual debentures. |
| 75.
| | Power to reissue redeemed debentures in certain cases. |
| 76.
| | Specific performance of contracts to subscribe for debentures. |
| 77.
| | Payment of certain debts out of assets subject to floating charge in priority to claims under the charge. |
| 78.
| | Registration of charges created by companies registered in Sri Lanka. |
| 79.
| | Duty of company to register charges created by company. |
| 80.
| | Duty of company to register charges existing on property acquired. |
| 81.
| | Register of charges to kept by registrar of companies. |
| 82.
| | Endorsement of certificate of registration on debentures. |
| 83.
| | Entry of satisfaction. |
| 84.
| | Rectification of register of charges. |
| 85.
| | Registration of enforcement of security |
| 86.
| | Copies of instruments creating Charges to be kept by company. |
| 87.
| | Company's register of charges. |
| 88.
| | Right to inspect copies of instruments creating mortgages and charges and company's register of charges. |
| 89.
| | Application of Part III to charges created, and property subject to charge acquired by company incorporated outside Sri Lanka. |
| 90.
| | Provision as to charges created, and charges on property acquired, by company before appointed date. |
| 91.
| | Registered office of company. |
| 92.
| | Publication of name by company. |
| 93.
| | Restrictions on commencement of business. |
| 94.
| | Register of members. |
| 95.
| | Index of members of company. |
| 96.
| | Provisions as to entries in register in relation to share warrants. |
| 97.
| | Inspection of register of members. |
| 98.
| | Power to close register. |
| 99.
| | Power of court to rectify register. |
| 100.
| | Trusts not to be entered on register. |
| 101.
| | Register to be evidence. |
| 102.
| | Power of company to keep branch register. |
| 103.
| | Regulations as to branch register. |
| 104.
| | Stamp duties in case of shares registered in branch registers. |
| 105.
| | Provisions as to branch registers kept in any other country. |
| 106.
| | Annual return to be made by company having a share capital. |
| 107.
| | Annual return to be made by company not having share capital. |
| 108.
| | General provisions as to annual returns. |
| 109.
| | Certificates to be sent by private company with annual return. |
| 110.
| | Annual general meeting. |
| 111.
| | Statutory meeting and statutory report. |
| 112.
| | Convening of extraordinary general meeting on requisition. |
| 113.
| | Provisions as to meetings and votes. |
| 114.
| | Representation of companies at meetings of other companies and of creditors. |
| 115.
| | Provisions as to extraordinary and special resolutions. |
| 116.
| | Registration copies of certain resolutions and agreements. |
| 117.
| | Resolutions passed at adjourned meetings. |
| 118.
| | Minutes of proceedings of meetings and directors. |
| 119.
| | Inspection of minute books. |
| 120.
| | Keeping of books of account. |
| 121.
| | Profit and loss account and balance sheet. |
| 122.
| | Contents of balance sheet. |
| 123.
| | Assets consisting of shares in subsidiary companies to be set out separately in balance sheet. |
| 124.
| | Balance sheet to include particulars as to subsidiary companies. |
| 125.
| | Meaning of subsidiary company. |
| 126.
| | Accounts to contain particulars as to loans to and remuneration of director &c. |
| 127.
| | Signing of balance sheet. |
| 128.
| | Right to receive copies of balance sheet and auditors' report. |
| 129.
| | Banking and certain other companies to publish periodical statement. |
| 130.
| | Appointment and remuneration of auditors |
| 131.
| | Disqualification for appointment as auditor. |
| 132.
| | Auditors' report and auditors right of access to books and right to attend general meetings. |
| 133.
| | Investigation of affairs of company by inspectors. |
| 134.
| | Proceedings on report by inspectors. |
| 135.
| | Power of company to appoint inspectors. |
| 136.
| | Report of inspectors to be evidence. |
| 136A.
| | Registrar's power to call for information and to inspect books, registers and documents. [9, 15 of 1964.] |
| 137.
| | Number of directors. |
| 138.
| | Restrictions on appointment or advertisement of directors. |
| 139.
| | Qualification of director or manager. |
| 140.
| | Provisions as to uncertificated insolvents and undischarged bankrupts acting as directors. |
| 141.
| | Validity of acts of directors. |
| 141A.
| | Power to restrain persons convicted of certain offences from managing companies.[ 10, 15 of 1964,] |
| 142.
| | Register of directors. |
| 143.
| | Particulars with respect to directors in trade catalogues, circulars, &c. |
| 144.
| | Limited company may have directors with unlimited liability. |
| 145.
| | Special resolution of limited company making liability of directors unlimited. |
| 146.
| | Statement as to remuneration of directors to be furnished to shareholders. |
| 147.
| | Disclosure by directors of interest in contracts. |
| 148.
| | Provision as to payments received by directors for loss of office or on retirement. |
| 149.
| | Provisions as to assignment of office by directors. |
| 150.
| | Provisions as to liability of officers and auditors. |
| 151.
| | Power to compromise with creditors and members. |
| 152.
| | Provisions for facilitating. reconstruction and amalgamation of companies. |
| 153.
| | Power to acquire shares of shareholders dissenting from scheme or contract approved by majority. |
| 153A.
| | Alternative remedy to winding up in cases of oppression. [ 11, 15 of 1964.] |
| 153B.
| | Alternative remedy to winding up in cases of mismanagement.[ 11,15 of 1964.] |
| 153C.
| | Who may apply to court. [ 11, 15 of 1964.] |
| 153D.
| | Power of court to act under section 153A or 153B during winding-up proceedings. [ 11,15 of 1964.] |
| 153E.
| | Power of court on application under the foregoing sections. [ 11,15 of 1964.] |
| 153F.
| | Interim order by court. [ 11, 15 of 1964.] |
| 153G.
| | Effect of alteration of memorandum or articles of company by order under section 153 A or 153B. [ 11. 15 of 1964.] |
| 153H.
| | Addition of respondents to application under section 153A or 153B [ 11,15 of 1964.] |
| 153I.
| | Consequences of termination or modification of certain agreements.[ 11, 15 of 1964.] |
| 154.
| | Modes of winding up. |
| 155.
| | Liability as contributories of present and past members. |
| 156.
| | Definition of contributory. |
| 157.
| | Nature of liability of contributory. |
| 158.
| | Contributories in case of death of members. |
| 159.
| | Contributories in case of insolvency or bankruptcy of member. |
| 160.
| | Provisions as to married women. |
| 161.
| | Jurisdiction to wind up companies registered in Sri Lanka. |
| 162.
| | Circumstances in which company may be wound up by court. |
| 163.
| | Definition of inability to pay debts. |
| 164.
| | Provisions as to applications for winding up. |
| 165.
| | Powers of court on hearing petition. |
| 166.
| | Power to stay or restrain proceedings against company. |
| 167.
| | Avoidance of dispositions of property, &c, after commencement of winding up. |
| 168.
| | Avoidance of attachments, &c. |
| 169.
| | Commencement of winding up by the court. |
| 170.
| | Copy of order to be forwarded to Registrar. |
| 171.
| | Actions stayed on winding-up order. |
| 172.
| | Effect of winding-up order. |
| 173.
| | Official receiver. |
| 174.
| | Appointment of official receiver by court in certain cases. |
| 175.
| | Statement of company's affairs to be submitted to official receiver. |
| 176.
| | Report by official receiver. |
| 177.
| | Power of court to appoint liquidators. |
| 178.
| | Appointment and powers of provisional liquidator. |
| 179.
| | Appointment, style. &c, of liquidators. |
| 180.
| | Provisions where person other than official receiver is appointed liquidator. |
| 181.
| | General provisions as to liquidators. |
| 182.
| | Custody of company's property. |
| 183.
| | Vesting of property company in liquidator |
| 184.
| | Powers of liquidator. |
| 185.
| | Exercise and control of liquidator's powers. |
| 186.
| | Books to be kept by liquidator. |
| 187.
| | Payments of liquidator into bank. |
| 188.
| | Audit of liquidator's accounts. |
| 189.
| | Control of Registrar of Companies over liquidators. |
| 190.
| | Release of liquidators. |
| 191.
| | Meetings of creditors and contributories to determine whether committee of inspection shall be appointed. |
| 192.
| | Constitution and proceedings of committee of inspection. |
| 193.
| | Powers of court where no committee of inspection. |
| 194.
| | Power to stay winding up. |
| 195.
| | Settlement of list of contributories and application of assets. |
| 196.
| | Delivery of property to liquidator. |
| 197.
| | Payment of debts due by contributory to company and extent to which set-off allowed. |
| 198.
| | Power of court to make calls. |
| 199.
| | Payment into bank of moneys due to company. |
| 200.
| | Order on contributory conclusive evidence. |
| 201.
| | Appointment of special manager. |
| 202.
| | Power to exclude creditors not proving in time. |
| 203.
| | Adjustment of rights of contributories. |
| 204.
| | Inspection of books by creditors and contributories |
| 205.
| | Power to order costs of winding up to be paid out of assets. |
| 206.
| | Power to summon person suspected of having property of company. |
| 207.
| | Power to order public examination of promoters, directors. &c. |
| 208.
| | Power to restrain fraudulent persons from managing companies. |
| 209.
| | Power to arrest absconding contributory. |
| 210.
| | Powers of court cumulative. |
| 211.
| | Delegation to liquidator of certain powers of court. |
| 212.
| | Dissolution of company. |
| 213.
| | Manner of enforcing orders of court. |
| 214.
| | Enforcement of winding-up order in another court. |
| 215.
| | Appeals. |
| 216.
| | Circumstances in which company may be wound up voluntarily. |
| 217.
| | Notice of resolution to wind up voluntarily. |
| 218.
| | Commencement of voluntary winding up. |
| 219.
| | Effect of voluntary winding up on business and status of company. |
| 220.
| | Avoidance of transfers, &c, after commencement of voluntary winding up. |
| 221.
| | Statutory declaration of solvency in case of proposal to wind up voluntarily. |
| 222.
| | Provisions applicable to a member winding up. |
| 223.
| | Power of company to appoint and fix remuneration of liquidators. |
| 224.
| | Power to fill vacancy in office of liquidator. |
| 225.
| | Power of liquidator to accept shares, &c, as consideration for sale of property of company. |
| 226.
| | Duty of liquidator to call general meeting at end of each year. |
| 227.
| | Final meeting and dissolution. |
| 228.
| | Provisions applicable to a creditors' winding up. |
| 229.
| | Meeting of creditors. |
| 230.
| | Appointment of liquidator. |
| 231.
| | Appointment of committee of inspection. |
| 232.
| | Fixing of liquidators' remuneration and cesser of directors' powers. |
| 233.
| | Power to Fill vacancy in office of liquidator. |
| 234.
| | Application of section 225 to a creditors' voluntary winding up. |
| 235.
| | Duty of liquidator to call meetings of company and of creditors at end of each year. |
| 236.
| | Final meeting and dissolution. |
| 237.
| | Provisions applicable to every voluntary winding up. |
| 238.
| | Distribution of property of company. |
| 239.
| | Powers and duties of liquidator in voluntary winding up. |
| 240.
| | Power of court to appoint and remove liquidator in voluntary winding up. |
| 241.
| | Notice by , liquidator of his appointment. |
| 242.
| | Arrangement when binding on creditors. |
| 243.
| | Power to apply to court to have questions determined or powers exercised. |
| 244.
| | Costs of voluntary winding up. |
| 245.
| | Saving for rights of creditors and contributories. |
| 246.
| | Power to order winding up subject to supervision. |
| 247.
| | Effect of petition for winding up subject to supervision. |
| 248.
| | Application of sections 167 and 168 to winding up subject to supervision. |
| 249.
| | Power of court to appoint or remove liquidator. |
| 250.
| | Effect of supervision order. |
| 251.
| | Debts of all descriptions to be proved. |
| 252.
| | Application of insolvency rules in winding up of insolvent of companies. |
| 253.
| | Preferential payments. |
| 254.
| | Fraudulent preference. |
| 255.
| | Effect of floating charge. |
| 256.
| | Disclaimer of onerous property. |
| 257.
| | Restriction of rights of creditor as to execution or attachment in case of company. |
| 258.
| | Duties of Fiscal as to goods taken in execution |
| 259.
| | Offences by officers of companies in liquidation. |
| 260.
| | Penalty for falsification of books. |
| 261.
| | Frauds by officers of companies which have gone into liquidation. |
| 262.
| | Liability where proper accounts not kept. |
| 263.
| | Responsibility of directors for fraudulent trading. |
| 264.
| | Power of court to assess damages against delinquent directors, &c. |
| 265.
| | Prosecution of delinquent officers and members of company. |
| 266.
| | Disqualification for appointment as liquidator. |
| 267.
| | Enforcement of duty of liquidator to make returns, &c. |
| 268.
| | Notification that a company is in liquidation. |
| 269.
| | Exemption of certain documents from stamp duty on winding up of companies. |
| 270.
| | Books of company to be evidence. |
| 271.
| | Disposal of books and papers of company. |
| 272.
| | Information as to pending liquidations. |
| 273.
| | Unclaimed assets to be paid to Companies Liquidation Account. |
| 274.
| | Resolutions passes at adjourned meetings of creditors and contributories. |
| 275.
| | Meetings to ascertain wishes of creditors or contributories. |
| 276.
| | Power of court to declare dissolution of company void. |
| 277.
| | Registrar may strike defunct company off register. |
| 278.
| | Property of dissolved company to vest in the State. |
| 279.
| | Companies liquidation Account. |
| 280.
| | Investment of surplus funds on general account. |
| 281.
| | Separate accounts of particular estates. |
| 282.
| | General rules and fees for winding up. |
| 283.
| | Disqualification for appointment as receiver. |
| 284.
| | Power to appoint official receiver as receiver for debenture holders or creditors. |
| 285.
| | Notification that receiver or manager appointed. |
| 286.
| | Power of court to fix remuneration on application of liquidator. |
| 287.
| | Delivery to Register of accounts of receivers and managers. |
| 288.
| | Enforcement of duty of receiver to make returns, &c. |
| 289.
| | Authentication of documents by seal. |
| 290.
| | Registration of documents copies of documents, notices, &c. [ 12, 15 of 1964.] |
| 291.
| | Translations of documents. |
| 292.
| | Fees. |
| 293.
| | Inspection, production evidence of documents kept by Registrar. [ 13, 15 of 1964.] |
| 294.
| | Enforcement of duty of company to make returns to Registrar. |
| 295.
| | Application of Ordinance to companies formed former written law. |
| 296.
| | Application of Ordinance to company registered under former written law. |
| 297.
| | Companies Capable registered |
| 298.
| | Definition of joint stock company. |
| 299.
| | Requirements for registration by joint stock companies. |
| 300.
| | Requirements for registration by other than joint stock companies. |
| 301.
| | Authentication of statements of existing companies. |
| 302.
| | Registrar may require evidence as to nature of company. |
| 303.
| | Exemption of certain companies from payment of fees. |
| 304.
| | Addition of " limited " to name. |
| 305.
| | Certificate of registration of existing companies. |
| 306.
| | Vesting of properly on registration. |
| 307.
| | Saving for existing liabilities. |
| 308.
| | Continuation of existing actions. |
| 309.
| | Effect of registration under ordinance. |
| 310.
| | Power to substitute memorandum and articles for deed of settlement. |
| 311.
| | Power of court to stay or restrain proceedings. |
| 312.
| | Actions stayed on winding-up order. |
| 313.
| | Meaning of unregistered company. |
| 314.
| | Winding up of unregistered companies. |
| 315.
| | Contributories in winding up of unregistered company |
| 316.
| | Power of court to stay or restrain proceedings. |
| 317.
| | Actions stayed on winding-up order. |
| 318.
| | Provisions of Part X cumulative. |
| 319.
| | Companies to which Part XI applies |
| 320.
| | Documents, &c, to be delivered to Registrar by companies carrying on business in Sri Lanka. |
| 321.
| | Power of companies incorporated outside Sri Lanka to hold lands. |
| 322.
| | Return to be delivered to Registrar where documents, &c., altered. |
| 323.
| | Balance sheet of company carrying on business in Sri Lanka. |
| 324.
| | Obligation to state name of company, whether limited, and country where incorporated. |
| 325.
| | Service on company to which Part XI applies. |
| 326.
| | Registrar to be notified when ceases to have place of business in Sri Lanka. |
| 327.
| | Penalties. |
| 328.
| | Enforcement of duty to comply with provisions of this Part. |
| 329.
| | Interpretation of Part XI. |
| 330.
| | Provisions with respect to prospectuses of foreign companies inviting subscriptions for shares or offering shares for sale. |
| 331.
| | Requirements as to prospectus. |
| 332.
| | Restrictions on offering of shares for subscription or sale. |
| 333.
| | Definition of banking company. |
| 334.
| | Prohibition of banking partnerships with more than ten members. |
| 335.
| | On registration of banking company with limited liability, notice to be given to customers. |
| 336.
| | Limitation of activities of companies |
| 337.
| | Banking company not to employ managing agent other than a banking company. |
| 338.
| | Restriction on commencement of business by banking company. |
| 339.
| | Prohibition of charge on unpaid capital. |
| 340.
| | Reserve fund. |
| 341.
| | Amendment of Tenth and Eleventh Schedules. |
| 342.
| | Restriction on nature of subsidiary company. |
| 343.
| | Penalty for default in complying with certain requirements of this Part. |
| 344.
| | Power of court to say proceedings. |
| 345.
| | " Business of banking " |
| 346.
| | Appointment of officers, &c.[14,15 of 1964.] |
| 347.
| | Copies of damaged or illegible document. |
| 348.
| | Prohibition of partnerships with more than twenty members. |
| 349.
| | Penalty for false statement. |
| 350.
| | Penalty for improper use of word "Limited". |
| 351.
| | Provision with respect to default fines and meaning of " officer in default". |
| 352.
| | Compounding of certain offences.[ 15, 15 of 1964.] |
| 353.
| | Offences summarily triable. |
| 354.
| | Application of fines. |
| 355.
| | Saving as to private prosecutors. |
| 356.
| | Saving for privileged communications. |
| 357.
| | Service of documents on company. [ 16. 15 of 1964.] |
| 358.
| | Documents to be received in evidence. |
| 359.
| | Costs in actions by certain limited companies. |
| 360.
| | Power of court to grant relief in certain cases. |
| 360A.
| | Recovery of expenses and fees. [ 17, 15 of 1964.] |
| 360B.
| | Proceedings in actions by a member or members against a company to be by way of summary procedure. [ 17, 15 of 1964.] |
| 361.
| | Regulations. |
| 362.
| | Power to alter tables and forms. |
| 363.
| | Interpretation. |
| 36.
| | Transitional provisions |
| 365.
| | Savings. |
| 366.
| | Saving of pending proceedings for winding up. |
|