The sections, word for word
Every section on this subject, exactly as printed in the Official Gazette (Act No. 3 of 2020). The explanation follows beneath.
Section 28. Form of memorandum of association
Subject to the provisions of section 27 of this Act, the form of memorandum of association of—
(a) a company limited by shares,
(b) a company limited by guarantee, and
(c) an unlimited company, shall be in such form as may be prescribed by regulations issued by the Commission.
Section 32. Articles of association
(1) A company shall have articles of association prescribing regulations for the company.
(2) Unless it is a company to which model articles apply by virtue of section 34 it shall register articles of association.
(3) Articles of association registered by a company shall be—
(a) contained in a single document, and
(b) divided into paragraphs numbered consecutively.
(4) Reference in this Act to a company’s “articles” are to its articles of association.
Section 33. Power of Minister to prescribe model articles
(1) The Minister may by regulations prescribe model articles of association for companies.
(2) Different model articles may be prescribed for different descriptions of companies.
(3) A company may adopt all or any of the provisions of model articles.
(4) Any amendment of model articles by regulations does not affect a company registered before the amendment takes effect.
(5) In this section, “amendment” includes addition, alteration or repeal.
Section 34. Default application of model articles
(1) On the formation of a limited company if articles are—
(a) not registered ; or
(b) registered, in so far as they do not exclude or modify the relevant model articles, the relevant model articles form part of the company’s articles in the same manner and to the same extent as if those articles expressly included the relevant model articles in the form in which those articles had been duly registered.
(2) In this section, the “relevant model articles” means the model articles prescribed by the Commission for a company of that description as in effect at the date on which the company is registered.
Section 35. Statement of company’s objects
(1) Unless a company’s articles specifically restrict the objects of the company, its objects are unrestricted.
(2) Where a company amends its articles to add, remove or alter a statement of the company’s objects—
(a) it shall give notice to the Commission ;
(b) on receipt of the notice, the Commission shall register it ; and
(c) the amendment is not effective until after the entry of that notice in the register.
(3) Any such amendment does not affect any right or obligation of the company or render defective any legal proceeding by or against it.
What this means
Short answer
A company has articles of association in a single document with consecutively numbered paragraphs (section 32). If it does not register articles, or does not exclude them, the Commission’s model articles apply (sections 33 and 34). A company’s objects are unrestricted unless its articles restrict them (section 35).
Articles of association
Every company has articles prescribing its regulations. Unless model articles apply by default, it must register them. The registered articles must be in a single document divided into paragraphs numbered consecutively (section 32). The memorandum’s form follows the Commission’s regulations for each type of company (section 28).
Model articles
- The Minister can prescribe model articles by regulation, with different ones for different descriptions of company. A company can adopt all or any of them, and later amendments do not affect companies already registered (section 33).
- On the formation of a limited company, if no articles are registered, or the registered ones do not exclude or modify the relevant model articles, the model articles in force when the company is registered form part of its articles (section 34).
Statement of objects
Unless the articles specifically restrict the company’s objects, they are unrestricted. If it amends its articles to add, remove or alter a statement of objects, it gives notice to the Commission, which registers it, and the amendment takes effect only after the notice is entered in the register. An amendment does not affect any right or obligation of the company or make a legal proceeding defective (section 35). For how to change the articles, see altering the memorandum and articles.
Questions and answers
Does a company have to register its own articles?
Not if model articles apply by default. Otherwise it registers articles in a single document with consecutively numbered paragraphs (section 32).
When do model articles apply?
On formation of a limited company where articles are not registered, or to the extent the registered articles do not exclude or modify them (section 34).
Does a company need to state its objects?
No. Its objects are unrestricted unless the articles specifically restrict them (section 35(1)).
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