Excerpts from the Companies Code Act

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COMPANIES CODE ACT 1963 (Act 179) (Excerpts)
(GHANA)

Arrangement of sections

8. Right to form company
9. Types of company
10. Companies limited by guarantee

14. Formation of companies

16. Contents of Regulations
17. Form of Regulations
18. Subscribing to Regulations
19. Regulations of existing companies
20. Prints of Tables A ad B
21. Effect of Regulations
22. Alteration of Regulations
23. Copies of Regulations
24. Power of companies

30. Constitution of Membership
31. Right of member to attend and vote
32. Register of members
33. Inspection of Register
34. Power to close register
35. Rectification of register
36. Register to be evidence
37. Liability of members
38. Companies ceasing to have members

122. Annual return
123. Keeping of boos of account
124. Circulation of profit and loss account, balance sheet and reports
125. Profit and loss account
126. Balance sheet
127. Group accounts
128. Particulars of directors’ emoluments and pensions
129. Particulars of amounts due from officers

130. Provisions supplemental to sections 123 to 129
131. Signing and publication of accounts
132. Directors’ report
133. Auditors’ report
134. Appointment and remuneration of auditors
135. Removal of auditors
136. Duties and powers of auditors
137. Division of powers between gene ral meeting and board of directors
138. Delegation to committees and managing directors
139. Acts of the company
140. Acts of officers or agents
141. No constructive notice of registered documents
142. Presumption of regularity
143. Liability of company not affected by officer’s fraud or forgery
144. Form of contracts
145. Bills of exchange and promissory notes
146. Authentication of documents
147. Execution of deeds abroad
148. Official seal for use abroad
149. Annual general meetings
150. Extraordinary general meetings
151. Place of meetings
152. Length of notice of meetings
153. Contents of notice
154. Persons entitled to notice
155. Service of notice
156. Accidental failure to give notice
157. Circulation of members’ resolutions and supporting circulars
158. Circulation of members’ circulars
159. General provisions affecting sections 157 and 158
160. Attendance at meetings
161. Quorums
162. Power of court to order meeting
163. Proxies
164. Obtaining proxies by misrepresentation
165. Representation of corpor ations at meetings
166. Chairman of meetings
167. Adjournments
168. Types of resolution
169. Amendments

170. Procedure on voting
171. Voting of joint holders
172. Votes by persons of unsound mind
173. Date of passing of resolutions
174. Written resolutions
175. Application of sections 152 to 174 to class meetings
176. Registration of certain resolutions
177. Minutes of general meetings
178. Inspection of minute book
179. Meaning of directors
180. Number of directors
181. Appointment of directors
182. Competence of directors
183. Directors’ share qualification
184. Vacation of office of director
185. Removal of directors

201. Minutes of directors’ meetings
202. Limitations on the powers of directors
203. Duties of directors
204. Exercise of directors’ powers
205. Conflicts of duty and interest
206. Consent of company
207. Contracts in which directors are interested
208. Directors acting professionally
209. Civil liabilities for breach of duty
210. Legal proceedings to enforce liabilities

Table B – Regulation of a Co mpany Limited by Guarantee

COMPANIES CODE ACT 1963

8. Any one or more persons may form an incorporated company by
complying with the provisions of this Code in respect of registration

9. (1) An incorporated company may be either,

(a) a company having the liability of its members limited to the amount,
if any, unpaid on the shares respectively held by them, in this Code
referred to as a company limited by shares; or
(b) a company having the lia bility of its members limited to such amount
as the members may respectively undert ake to contribute to the assets
of the company in the event of its being wound up, in this Code
referred to as a company limited by guarantee; or
(c) a company not having any limit on the liability of its members, in this
Code referred to as an unlimited company.
(2) A company of any of the foregoi ng types may either be a private
company or a public company.
(3) A private company shall be a company which by its Regulations,

(a) restricts the right to transfer its shares, if any;
(b) limits the total number of its member s and debentureholders to fifty,
not including persons who are bona fide in the employment of the
company and persons who, having b een formerly bona fide in the
employment of the company, were wh ile in that employment, and have
continued after the determination of that employment to be, members
or debentureholders of the company;
(c) prohibits the company form making any invitation to the public to
acquire any shares or debentures of the company; and
(d) prohibits the company from making any invitation to the public to
deposit money for fixed periods or pa yable at call, whether bearing or
not bearing interest;
Provided that where two or more pers ons hold one or more shares or
debentures jointly, they shall, for the purposes of this subsection, be treated
as a single member or debentureholder.
(4) Any other company shall be a public company.
(5) A company limited by guarantee sh all not be registered with shares and
shall not create or issue shares.

10. (1) A company limited by guarantee may not lawfully be
incorporated with the object of carrying on business for the
purpose of making profits.
(2) If any company limited by guara ntee shall carry on business for
the purpose of making profits, all officers and members thereof
who shall be congnisant of the fact that it is so carrying on
business shall be jointly and seve rally liable for the payment and
discharge of all the debts and liabilities of the company incurred in
carrying on such business and the company and every such officer
and member shall be liable to a fine not exceeding five pounds for
every day during which it sha ll carry on such business.
(3) The total liability of the members of a company limited by
guarantee to contribute to the assets of the company in the event of
its being wound up shall not at a ny time be less than one hundred
pounds.
(4) Subject to compliance with subsection (3) of this section, the
Regulations of a company limited by guarantee may provide that
members can retire or be excl uded from membership thereof.
(5) If in breach of subsection (3) of this section the total liability of
the members of any company limited by guarantee shall at any
time be less than one hundred pounds , every director and member
of the company who is cognizant of the breach shall be liable to a
fine not exceeding one hundred pounds.
11. (1) A company limited by shares ma y be converted into a company
limited by guarantee if,
(a) there is no unpaid liability on any of its shares;
(b) all its members agree in writing to such conversion and to the
voluntary surrender to the comp any for cancellation of all the
shares held by them immediately prior to the conversion;
(c) new Regulations, appropriate to a company limited by
guarantee, are adopted by the co mpany pursuant to section 22
of this Code;
(d) a member or member s agree in writing to contribute to the
assets of the company in the ev ent of its being wound up to an
extent not less than that prescribed by subsection (3) of section
10 of this Code.
(2) Upon delivery to the Regi strar for registration of,
(a) a copy of the said new Regulations and of the special resolution
adopting the same, and

(b) a statutory declaration by a dir ector and the secretary of the
company confirming that the condition of the immediately
preceding subsection have been complied with,
the Registrar shall issue a new certificat e of incorporation altered to meet the
circumstances of the case; and as from the date mentioned in such certificate
the company shall be converted into a company limited by guarantee, the
shares therein shall be validly surrende red and cancelled notwithstanding the
provisions of section 56 of this Code any members of the company in the
event of its being wound up shall cease to be members thereof:

Provided that,

(a) except in accordance with subsection (3) of section 15 of
this Code, the company may not change the name under
which it was registered prior to the conversion but the
omission of the word “Limited” as the last word of the name
of the company after conversion shall not be regarded as a
change of name;
(b) if the Registrar is of the opinion that the name under which
the company is registered will be misleading or undesirable
on its conversion to a comp any limited by guarantee he
shall, in accordance with subsecti on (5) of section 15 of this
Code, direct the company to change it name and shall not
issue a new certification of inco rporation until the direction
has been complied with or can celled in accordance with the
provisions of that subsection;
(c) until a new certificate of incorporation is issued the former
Regulations shall continue to apply and neither the surrender
of the shares of the company nor the agreement to contribute
to the assets of the company in the event of its being wound
up shall take effect.

(3) The conversion of a company pursuant to the provisions of
the section shall not affect a ny rights or obligations of the
company except as mentioned in th is section or render defective
any legal proceedings by or against the company.
__________________________________________________________

14. After the commencement of this Code a company shall be formed
in manner following, that is to say,
(a) there shall be delivered to th e Registrar for registration a
copy of the proposed Regul ations of the Company
complying with sections 16 to 18 of this Code;
(b) unless, in the opinion of the Registrar,
(i) the Regulations do not comply with this Code;
(ii) the objects for which the company is being formed or the
business which it is to carry on, or any of them are unlawful;
(iii) any of the subscribers to the Regulations is an infant or of
unsound mind; or
(iv) any of the directors named in the Regulations is under
section 182 of this Code, incompetent to be appointed a director,
the Registrar shall register the said Regulations;
(c) upon registration of the Regulations, the Registrar shall
certify under his seal that the company is incorporated and,
in the case of a limited compa ny, that the liability of its
members is limited;
(d) from the date of registration me ntioned in the certificate of
incorporation, the company shall be a body corporate by the
name contained in the Regulations and, subject as provided
in sections 27 and 28 of this Code, be capable forthwith of
exercising all the functions of an incorporated company;
(e) the Registrar shall insert a no tice in the Gazette stating the
issue of such certificate and the terms thereof:
(f) the certificate of incorporation, or a copy thereof, certified
as correct under the hand of the Registrar, or the Gazette
containing the notice referred to in paragraph (e) of this
section, shall be conclusive evidence that the company has
been duly registered and incorp orated under this Code and no
proceedings shall be brought in any Court to cancel or annul
such registration:

Provided that nothing in this paragraph contained shall
prejudice the institution of proceedings to wind up the
company in accordance with section 247 of this Code.
________________________ ________________________
16. (1) This section shall appl y to any company registered after the
`commencement of this Code and to an existing company which,
pursuant to section 19 of this Code, adopts Regulations in lieu of its
memorandum and articles of association.
(2) The Regulations of a company shall state,
(a) the name of the company, with “limited” as the last word of
the name in the case of a company limited by shares;
(b) the nature of the business or businesses which the company is
authorized to carry on, or if th e company is not formed for the
purpose of carrying on a business, the nature of the object or
objects for which it is established;
(c) that the company has, for the furtherance of its authorized
business or objects, all the power s of a natural person of full
capacity except in so far as such powers are expressly
excluded by the Regulations;
(d) the names of the first di rectors of the company;
(e) that the powers of the first dir ectors are limited in accordance
with section 202 of this Code.
(3) The Regulations of a comp any limited by shares or by
guarantee shall also state that the liability of its members limited.
(4) In the case of a company ha ving shares the Regulation shall
also state the number of shares w ith which the company is to be
registered.
(5) In the case of a company limit ed by guarantee the Regulations
shall also,
(a) contain a regulation in the term s of regulation 3 of Table B
in the Second Schedule to this Code, with such

modifications as the Registrar shall allow, stating that the
income and property of the company shall be applied solely
towards the promotion of its objects, and that no portion
thereof shall be paid or transfe rred directly or indirectly to
the members of the company except as therein permitted;
(b) state that each member undertakes to contribute to the assets
of the company in the event of its being wound up while he
is a member or within one y ear after he ceases to be a
member, for payment of the debts and liabilities of the
company, and of the costs of winding up, such amount as
may be required not exceeding a specified amount, and
(c) state that if, upon the winding up of the company there
remains after the discharge of all its debts and if liabilities
any property of the company the same shall not be
distributed among the members but shall be transferred to
some other company limite d by guarantee having objects
similar to the objects of the company or applied to some
charitable objects, such other company or charity to be
determined by the members prior to the dissolution of the
company.
(6) The Regulations may contain any other lawful provisions
relating to the constitution and administration of the company.
(17). (1) In the case of a company registered after the commencement
of this Code, or an existing compa ny which, pursuant to section 19 of
this Code, adopts Regulations in lie u of its memorandum and articles of
association, the form of the Regulation of,
(a) a private company limited by shares,
(b) a public company limited by shares,
(c) a company limited by guarantee,

shall be respectively in accordance with the forms set out in Table A Part I,
Table A Part II, or Table B, in the S econd Schedule to this Code or as near
thereto as circumstances may admit and the form of the Regulations of an

unlimited company shall be in accordance with the form set out in Table A
Part I, if a private company, or Table A Part II, if a public company, or as
near thereto as circumstances may admit, but with such modifications as are
necessary having regard to the fact that the liability of the members is
unlimited.
(2) The regulations may adopt su ch of the provisions of the
appropriate Table as are not required, by section 16 of this Code, to be
stated in the Regulations, and in so far as the Regulations do not
exclude or modify those provisions, they shall, so far as applicable, be
part of the Regulations of the company.
(3) The Regulations shall be printed, type-writte n, or in some other
legible form acceptable to the Registrar.
18. (1) The Regulations of an y company registered after the
commencement of this Code shall be signed by one or more subscribers in
the presence of, and shall he atte sted by, one witness at least.
(2) In the case of Regulations of a company with shares the
subscribers, or each subscriber if more than one, shall write opposite to his
name the number of shares he takes and the cash price payable therefore,
and shall take at least one share.
(3) The Regulations shall not be chargeable to any stamp duty,
19. (1) An existing company may, by special resolution, adopt
Regulations in the form required by th is Code in lieu of its memorandum
and articles of association and may adopt such of the provisions of the
appropriate Table in the Second Schedule hereto as are not required, by
section 16 of this Code, to be stated in the Regulations.
(2) Any reference in this Code to the Regulations of a company shall,
in the case of an existing company whic h has not adopted Regulations in lieu
of its memorandum and articles, be deemed to be a reference to its
memorandum and articles of association.
(3) ‘Nothing’ in subsection (1) of this section shall be deemed to
authorize any company to altar the subs tance, as opposed to the form, for its
Regulations except as mentioned in section 22 of this Code.

20. Where the Regulations of a company include without express
repetition all or any of the provisions of Table A or B, a printed copy of the
appropriate Table or, in th e case of Table A, of the appropriate Part thereof
shall be attached to ever y copy of such Regulations.
21. (1) Subject to the provisions of this Code, the Regulations, when
registered, shall have the effect of a contract under seal between the
company and its members and offi cers and between the members and
officers themselves whereby they agree to observe and perform the
provisions of the Regulations, as altered fo rm time to time, in so far as they
relate to the company, memb ers, or officers as such.
(2) Where the Regulations empower any person to appoint or remove
any director or other officer of the co mpany such power shall be enforceable
by that person notwithstanding that he is not a member or officer of the
company.
(3) In any action by any member or officer to enforce any obligation
owed under the Regulations to him and any other member or officer, such
member or officer shall, if any other member or officer is affected by the
alleged breach of such obligation, su e in a representative capacity on behalf
of himself and all other members or o fficers who may be affected other than
any who are defendants and the provision s of section 324 of this Code shall
apply.
22. A company may, by special resolution , alter or add to its Regulations or
adopt new Regulations:
Provide that,
(a) the name of the company shall not be altered except with the
consent of the Registrar in accordance with section 15 of this
Code;
(b) the number of the company’s shares may be altered in
accordance with the provisions of section 11, 57 to 63, 75 to 79,
218, or 231 of this Code but not otherwise;
(c) the businesses which the company is authorized to carry on or,
if the company is not formed for the purpose of carrying on a
business, the objects for which it is established may be altered

or added to in accordance with the provisions of section 26 or
231 of this Code but not otherwise;
(d) no alteration or addition shall be made which shall conflict with
an order of the Court made under section 218 of this Code;
(e) if at any time the shares of the company are divided into
different classes the right attach ed to any class may be altered
in accordance with section 47 or 231 of this Code but not
otherwise;
(f) the Regulations may restrict or exclude the company’s power to
alter all or any of its Regulations or to add thereto or may
impose conditions for the alterati on or addition thereto, in
which event the Regulations may not be altered or added to
except in accordance with the pr ovisions thereof or added to
except in accordance w ith the provisions thereof or of section
231 of this Code;
(g) the Regulations as altered or added to shall be in accordance
with the provisions of this Code and shall contain the
statements and regulations required by section 16 of this Code;
(h) except in accordance with secti on 231 of this Code no member
of the company shall be bound by an alteration made in the
Regulations after the date on which he became a member, if and
in so far as the alteration require s him to take more shares than
the number held by him on the da te on which the alteration is
made or in any way increase his liability as at that date of the
alteration, unless he agrees in wr iting, either before or after the
alteration is made, to be bound thereby;
(i) no alteration shall be made which would have the effect of
converting an unlimited company into a limited company or a
company limited by guarantee into a company limited by
shares;
(j) an alteration may be restrained or cancelled by the court in
accordance with section 217 or 218 of this Code.

23. (1) A company shall, on being so required by any member, send to him a copy of its Regulations on pa yment of the sum of two shillings
and sixpence or such less sum as the company may prescribe.
(2) Where an alteration is made to the Regulations every copy thereof
issued after the date of the alte ration and whether to a member or
otherwise shall be in acco rdance with the alteration.
(3) If a company makes default in complying with this section the
company and every officer of the co mpany who is in default shall be
liable for each offence to a fine not exceeding ten pounds.
24. Except to the extent that a compa ny’s Regulations otherwise provide,
every company registered after th e commencement of this Code and
every existing company which, pursuant to section 19 of this Code,
adopts Regulations in lieu of its memorandum and articles of
association shall have, for the furtherance of its objects and of any
business carried on by it and author ized in its Regulations, all the
powers of a natural person of full capacity.
___________________________________________________________
30. (1) The subscribers to the Regula tions shall be deemed to be members
of the company and on its registrati on shall be entered as members in
the register of members referred to in section 32 of this Code.
(2) Every other person who agrees with the company to become a
member of the company and whose name is entered in the register of
members shall be a memb er of the company.
(3) Every member shall have such rights, duties and liabilities as are
by this Code and the Regulations of the company conferred and
imposed upon members.
(4) In the case of a company with shares each member shall be a
shareholder of the company and sha ll hold at least one share, and
every holder of a share shall be a member of the company.
(5) Membership of a company with shares shall continue until a valid
transfer of all the share held by the member is registered by the
company, or until all such shares are transmitted by operation of law

to another person or forfeited for non-payment of calls under a
provision in the Regulations , or until the member dies.
(6) Membership of a company limited by guarantee shall continue,
until the member dies, or validly retires or is excluded form
membership in accordance with a provision to that effect in the
Regulations.
31. Subject to section 49 of this Code , every member shall, notwithstanding
any provision in the Regulations, ha ve a right to attend any general
meeting of the company and to speak and vote on any resolution
before the meeting:
Provided that the company’s Regulations may provide that a
member shall not be entitled to atte nd and vote unless all calls or other
sums presently payable by him in re spect of shares in the company
have been paid.
32. (1) Every company shall keep in Ghana a register of its members and
enter therein the following particulars, that is to say,
(a) the names and addresses of the members and, in the case of a
company having shares a statemen t of the shares held by each
member distinguishing each share by a number so long as the
share has a numbers, and of the amount paid or agreed to be
considered as paid on the shares of each member and of the
amount, if any, remaining payable on such shares;
(d) the date at which each pe rson ceased to be member.
(e) The date at which any pers on ceased to be members.
(2) The entry required under paragraph (a ) or (d) of subsection (1) of this
section shall be made within twenty –eight days of the conclusion of the
agreement with the company to beco me a member or, in the case of a
subscriber to the Regulations, w ithin twenty-eight days of the
registration of the company.
(3) The entry required under paragra ph (c) of subsection (1) of this
section shall be made within twenty -eight days of the date when the
person concerned ceased to be a member, or, if he ceased to be a
member otherwise than as a result of action by the company, within

twenty-eight of days of production to the company of evidence
satisfactory to the company of the occurrence of the event whereby he
ceased to be a member, and all entr ies relating to such person may be
deleted from the register after the expiration of six years from the date
when such person ce ased to a member.
(4) Where a company has more than fifty members the register shall
contain an index of the numbers in such a form as to enable the account
of each member to be readily found.
(5) Every existing company shall, within twenty-eight days of the
coming into operation of this Code send to the Registrar for
registration, notice in the prescribed form, of the place where its register
of members is kept and every compa ny shall within twenty-eight days
of any change in the Registrar:
Provided that a company shall not be bound to send notice under this
subsection where the register has, at all time since it came into
existence, or in the case of a regist er in existence at the commencement
of this Code, at all time s since then, been kept at the registered office of
the company.
(6) Where a company makes default in complying with this section, the
company and every officer of the co mpany who is in default shall be
liable to a fine not exceeding five pounds for every day during which
such default continue.
(7) The company may arrange with some other person, in this Code
referred to as the registration officer , for the making up of the register
to be undertaken on behalf of the co mpany by the registration officer at
his office; and if by reason of any de fault of the registration officer the
company makes default in complying w ith this section or with section
33 of this Code, the registration o fficer shall be liable to the same
penalties as if he were an officer of the company and the power of the
Court under subsection (4) of secti on 33 of this Code shall extend to
the making of orders against the registration officer and his officers and
employees.
33. (1) Except when the register of members is closed in accordance with
the provisions of section 34 of this Code, the register and index of the
names of the members of the company shall, during business hours,

subject to such reasonable restrictions as the company may impose but
so that not less than two hours in each day, other than Saturdays,
Sundays and pubic holidays, shall be allowed for inspection, be open to
the inspection of any member without charge and of any other person
on payment of one shilling, or su ch less sum as the company may
prescribe, for each inspection.
(2) Any member or other person may require a copy of the register or any part thereof, on payment of two shillings and six-pence, or such
less sum as the company may prescr ibe, for every hundred words or
part thereof required to be copied ; and the company shall cause any
copy so required by a ny person to be sent to that person within a period
of ten days commencing on the day next after the day on which the
requirement is received by the company.
(3) If any inspection required under this section is refused, or if any
copy required under this section is not sent within the proper period, the
company and every officer of the co mpany who is in default shall be
liable in respect of each offence to a fine not exceeding five pounds for
every day during which the default continues.
(4) In the case of any such refusal or default the Court may by order compel an immediate production of the register for inspection or direct
that the copies required be se nt to the person requiring them.
34. A company may, on giving notice by advertisement in some daily
newspaper circulating in the district in which the registered officer of
the company is situated, close the re gister of members or that part
thereof relating to any class of me mbers for any times not exceeding in
the whole thirty da ys in each year.
35. (1) If,
(a) the name of any person is, without sufficient cause entered in or
omitted from the register of members of a company, or
(b) default is made in entering on the register any of the particulars
which, under section 32 of this C ode, are required to be entered
thereon,
the person aggrieved, or any me mber of the company, or the
company, may apply to the Court for rectification of the register.

(2) Where an application is made under this section, the Court may
either refuse the application or may order rectification of the register
and payment by the company of compensation for any loss sustained
by any aggrieved person.
(3) On an application under this section being made, the Court may
decide any question relating to the title of any person who is a party to
the application to have his name entered in or omitted from the
register, whether the question arises between members or alleged
members, or between members or alleged members on the one hand
and the company on the other hand, and generally may decide any
question necessary or expedient to be decided for rectification of the
register.
(4) A company may, without appli cation to the Court, at any time
rectify any error or omission in the register of members but such a
rectification shall not adversely affect any person unless he agrees to
the rectification made.
36. The register of members shall be prima facie evidence of any matters
by this Code directed or author ised to be inserted therein.
37. (1) Prior to the winding up of th e company, a member of a company
with shares shall be liable to contri bute the balance, if any, of the
amount payable in respect of the sh ares held by him in accordance
with the terms of the agreement under which the shares were issued or
in accordance with a call validly made by the company pursuant to the
company’s Regulations.
(2) Where any contribution has become due and payable in
accordance with subsection (1) of this section or where, under the
terms of any agreement with the co mpany, a member has undertaken
personal liability to make future payments in respect of shares issued
to him, the liability of the member shall continue notwithstanding that
the shares held by him are subsequen tly transferred, or forfeited under
a provision to that effect in the company’s Regulations, but his
liability shall cease if and when the company shall have received
payment in full of all such moneys in respect of the shares.

(3) Subject as aforesaid no member or past member shall be liable to contribute to the assets of the comp any except in the event of its being
wound up.
(4) In the event of a company being wound up every present or past member shall be liable to contribute to the assets of the company to an
amount sufficient for payment of its debts and liabilities and for the
costs, charges and expenses of the winding up and for the adjustment
of the rights of the members and past members among themselves but
subject to the following qualifications, that is to say,
(a) a past members shall not be lia ble to contribute if he has
ceased to be a member fo r a period of one year or
upwards before the commencement of the winding up;
(b) a past member shall not be liable to contribute unless it
appears to the Court that th e existing members are unable
to satisfy the contributions re quired to be made by them
in pursuance of this section;
(c) in the case of a company limited by shares, no
contribution shall be require d from any member or past
member exceeding the amount, if any, unpaid on the
shares in respect of which he is liable as a present or past
member;
(d) in the case of a company limited by guarantee, no
contribution shall be require d from any member or past
members exceeding the amount undertaken to be
contributed by him to the asse ts of the company in the
event of its being wound up;
(e) any sum due from the compa ny to a member or past
member, in his character of member, by way of dividends
or otherwise shall not be set-off against the amount for
which he is liable to contribute in accordance with this
section but any such sums sh all be taken into account for
the purposes of final adjustment of the rights of the
members and former members amongst themselves.
(5) For the purpose of this sec tion the expression “past member”
includes the estate of a deceased members and where any person dies

after becoming liable as a member or past member such liability shall
be enforceable against his estate.
(6) Except as aforesaid a member or past memb er of a company shall
not be liable as member or past member for any of the debts and
liabilities of the company.
38. If at any time a company ceases to have any member and it carries on
business for more than six months without at least one member, every
person who is a director of the compa ny during the time that it so carries on
business after those six months shall be jointly and severally liable for the
payment of all the debts and liabilities of the company incurred during that
period.
________________________________ _____________________________
122. (1) Every company shall, once at least in every year, deliver to the
Registrar for registration an annual re turn including particulars of every
member of the company, and in th e form and relating to the matters
prescribed in the Third Schedule to this Code:
Provided that a company need not ma ke a return under this section,
(a) in the year of its incorporation; or
(b) in any year ending less than ei ghteen months after the date of
its incorporation, so long as it makes a return within forty-two
day after the first dispatch to its members and debentureholders
of the statements, accounts, and reports referred to in section
124 of this Code.
(2) The annual return shall be complete d and made within forty-two days of
the date on which the statements, acc ounts, and reports of the company are
sent to the members and debentureholde rs pursuant to section 124 of this
Code, and shall be signed by a director and the secretary of the company.
(3) The return shall state the position as at the date of the annual general
meeting of the company or, if the hol ding of an annual general meeting is
waived in accordance with subsection (3) of section 149 of this Code, as at
the twenty-first day after the dispatch or the documents referred to in
subsection (2) of this section.

(4) The Registrar, after registering the annual return, shall cause to be
published in the Gazette a notice that the annual return in respect of the
company has been registered.
(5) In the case of a private company th e annual return shall be accompanied
by the documents specified in section 26 9 of this Code and in the case of a
pubic company by the documents specified in section 295 of this Code.
(6) If a company makes default in co mpanying with this section, the
company and every officer of the company who is in default shall be liable
to a fine not exceeding five pounds for every day during which the default
continues.
123. (1) Every company shall cause to be kept proper books of account with
respect to its financial pos ition and changes therein, and with respect to the
control of and accounting for all property acquired whether for resale or for
use in the company’s business, and, in particular with respect to,
(a) all sums of money received and expended by, or on behalf of,
the company and the matters in re spect or which the receipt and
expenditure takes place;
(b) all sales and purchases by the company of property, goods and
services;
(c) the assets and liabilities of the company and the interests of the
members therein.
(2) Proper books of account shall not be deemed to be kept if there are not
kept such books as are necessary to give a true and fair view of the state of
the company’s affairs and to prepar e proper profit and loss accounts and
balance sheets in accordance with section 125 to 131 of this Code.
(3) The books of account may be kept either by making entries in bound
volumes, or, subject to compliance with subsections (2) and (3) of section
264 of this Code, by a system of mechanical recording, or otherwise.
(4) The books of account shall be kept at the registered office of the
company or at such other place as the dir ectors shall think fit, and shall at all
times be open to inspection by the dir ectors, secretary and auditors of the
company.

124. (1) The directors of every company shall, at some date not later than
eighteen months after the incorporation of the company and subsequently
once at least in every calendar year at intervals of not more than fifteen
months, cause to be prepared and sent to members of the company and to
every holder of debentures of the co mpany a copy of each of the following
documents, namely:
(a) a profit and loss account and balance sheet prepared and signed
in accordance with section 125 to 131 of this Code.
(b) a report by the directors thereon in accordance with section 132
of this Code:
(c) a report by the auditors in accord ance with section 133 of this
Code:
Provided that this subsection sh all not require a copy of such
documents to be sent to a member or debentureholder of whose address the
company is unaware, but such person sh all be entitled to be furnished on
demand without charge with a copy of the last of such profit and loss
accounts and balance sheets and dir ectors’ and auditors’ reports.
(2) Unless the holding of an annual general meeting is duly waived by
the members in accordance with subsection (3) of section 149 of this
Code, the documents referred to in s ubsection (1) of this section shall
be laid before the comp any in general meeting.
(3) The Registrar, if for any reason he thinks fit so to do, may extend
the period of eighteen months and fifteen months referred to in
subsection (1) of this section, and, in the circumstances referred to in
subsection (11) of section, and, may waive the requirements of this
section in respect of any calendar year.
125. (1) The profit and loss account referred to in pa ragraph (a) of
subsection (1) of section 124 of this Code shall, in the case of the first
account since the incorporation of th e company, cover the period since the
preceding account and shall be made up to a date not earlier by more than
nine months from the date on which it is to be sent to members and
debentureholders pursuant to section 124 of this Code:
Provided that,

(a) in the case of an existing company which has not
previously prepared a prof it and loss account and which
was not required under its Regul ations to prepare one, the
first account need not cover a period commencing earlier
than the date of commencement of this Code:
(b) the Registrar, if for any reason he thinks fit so to do may
extend the aforesaid period of nine months.
(2) The date to which the profit and loss account is to be made up in
accordance with subsection (1) of this section is hereafter in this Code
referred to as the end of th e company’s financial year.
(3) The profit and loss account shall, subj ect to subsection (5) of section 127
of this Code, relating to consolid ated profit and loss accounts,
(a) give a true and fair view of the profit or loss of the company for
the period to which it relates: and
(b) comply with the requirements of section 127 to 131 and Part I
of the Fourth Schedule to this Code.
(4) The Registrar may, on the appli cation or with the consent of the
company’s directors, modify in re lation to that company any of the
requirements in Part I of the Fourth Schedule to this Code for the purpo
se of
adapting them to the circumstances of the company, but no such
modification shall derogate from the ob ligation imposed by paragraph (a) of
subsection (3) of this section to give a true and fair view of the profit or loss
of the company.
126. (1) The balance sheet referred to in paragraph (a) of subsection (1) of
section 124 of this Code shall give a true and fair view of the state of affairs
of the company as the end of the comp any’s financial year and shall comply
with the requirements of sections 12 7 to 131 and Part II of the Fourth
Schedule to this Code.
(2) The Registrar may, on the appli cation or with the consent of the
company’s directors, modify any of the requirements in Part II of the
Fourth Schedule to this Code for the purpose of adapting them to the
circumstances of the company, but no such modification shall
derogate from the obligation imposed by section (1) of this section to
give a true and fair view of the state of affairs of the company.

127. (1) The provisions of this section shall apply where, at the end of the
company’s financial year, a company has subsidiaries.
(2) Accounts and statements dealing, as hereinafter mentioned with
the profit or loss and the state of affairs of the company and the
subsidiaries, in this Code called group accounts, shall, subject to
subsection (3) of this section, be sent to the members and
debentureholders of the company w ith the company’s own profit and
loss account and balance sheet pursuan t to section 124 of this Code.
(3) Notwithstanding anything contained in the foregoing subsection,
(a) group accounts shall not be required where the company at the
end of the company’s financia l year is the wholly owned
subsidiary of another company.
(b) subject to the approval of th e Registrar, group accounts need
not deal with a subsidiary of the company if this company’s
directors are of opinion that,
(i) it is impracticable or would be of no real value to the
members and debentureholders of the company in view
of the insignificance of the amount involved: or
(ii) it would involve expense or delay out of proportion to the
value to members and debentureholders of the company;
or
(iii) the result would be misleading or harmful, to the business
of the company or any of subsidiaries; or
(iv) the business of the holding company and that of the
subsidiaries are so different that they cannot reasonably be
treated as a single undertaking.
(4) Subject to subsection (5) of this section, the group accounts shall be
consolidated accounts comprising,
(a) a consolidated profit and loss account dealing with the profit or
loss of the company and all subsidiaries to be dealt with in the
group accounts;

(b) a consolidated balance sheet deali ng with the state of affairs of
the company and those subsidiaries.
(5) If the company’s directors are of the opinion that it is better for the
purpose of presenting the same or equivalent information in a form which
may be more readily appreciated by th e members and debentureholders, the
group accounts may be prepared in a form other than that required by
subsection (4) of this section and, in pa rticular, may consist of more than one
set of consolidated accounts deali ng respectively with the company and
various groups of subs idiaries or of separate ac counts, dealing with each of
the subsidiaries, attached to the company’s accounts or of statements
expanding the information about the subsidiaries in the company’s own
accounts, or any combination of those forms.
(6) The group profit and loss account may be wholly or partly incorporated
in the company’s own profit and loss account and a consolidated profit and
loss account dealing with the company and all or any of its subsidiaries shall
be deemed to be a profit and loss account of the company complying with
subsection (3) of section 125 of this Code, so long as it complies with the
requirements of this section and shows how much of the consolidated profit
or loss for the financial year is dealt with in the accounts of the company.
(7) The group accounts shall give a true a nd fair view of the profit or loss
and of the state of affairs of the co mpany and the subsidiaries dealt with
thereby as a whole, so far as con cerns the interests of the company.
(8) The accounts of the company and the group accounts, if any, shall
comply with the requirements of Part III of the Fourth Schedule to this
Code.
(9) The Registrar may, on the appli cation or with the consent of the
company’s directors, modify in re lation to that company any of the
requirements in Part III of the Fourth Schedule for the purpose of adapting
them to the circumstances of the co mpany but no such modification shall
derogate form the obligation imposed by subsection (7) of this section to
give a true and fair view of the profit or loss and the state of affairs
of the
company and the subsidiaries as a whole, so far as concerns the interests of
the company.
(10) A holding company’s directors shal l secure that, except where in their
opinion there are good reasons against it, in which case their reasons shall be

stated in a note on the company’s accounts, the financial year of each of its
subsidiaries shall coincide with the company’s own financial year, and the
group accounts shall deal with the affairs of the holding company and the
subsidiaries for the same financial year.
(11) Where it appears to the Registrar desirable for a holding company or
subsidiary company to extend its financial year so that the subsidiary’s
financial year may end with that of the holding company, and for that
purpose to postpone the dispatch of th e accounts and reports referred to in
section 124 of this Code from one cale ndar year to another, the Registrar
may direct that the dispatch thereof by one or other of these companies shall
not be required in the earlier of the said calendar years.
(12) If the financial year of a subsidia ry does not coincide with that of the
holding company the group accounts shall, unless the Registrar shall
otherwise direct, deal with the subsidiary ’s profit or loss for, and the state of
affairs as at the end of its financial year ending last before that of the holding
company.
128. (1) In a note to the account of a company there shall be shown, in
accordance with the provisions of this section, the following information in
so far as it is contained in the comp any’s books or papers or the company
has obtained the information from the persons concerned or has the right to
obtain it under section 130 of this Code namely,
(a) the aggregate amount of the director’s emoluments;
(b) the aggregate amount of directors’ or past directors’ pensions; and
(c) the aggregate amount of any comp ensation to directors or past
directors in respect of loss of office.
(2) The amount to be shown under paragr aph (a) of subsection (1) of this
section shall include fees, salaries and percentages, expense allowances,
contributions paid under any pension scheme, and the estimated value of
benefits in kind, except benefits of such character and value as are
customarily afforded to employees other than director, paid to, or receivable
by, any director in respect of his servi ces as an officer of the company or any
associated company.
(3) The amount to be shown under paragr aph (b) of subsection (1) of this
section, shall include any pe nsion paid or receivable in respect of services as

a director or past director of the company, or in respect of services, while a
director of he company, in connection with the management, or as an officer
of the company or any associated compa ny, whether that pension is paid to,
or receivable by, the director or past director or any other person:
Provided that it shall not be necessa ry to include a pension paid or
receivable under a pension scheme which is such that the
contributions thereunder are s ubstantially adequate for the
maintenance of the scheme.
(4) The amount to be shown under paragr aph (c ) of subsection (1) of this
section, shall include any sums paid to or receivable by, a director or past
director by way of compensation for th e loss of office as director of the
company or for the loss, while a director of company, or in connection with
his ceasing to be a director of the co mpany, or of any other office in the
company or of any office in any associated company; and any sum and the
value of any other valuable consideration paid or receivable in connection
with retirement from office or as damages for breach of a contract of service,
shall be deemed to be paid or receiv able by way of compensation for loss of
office.
(5) The amounts to be shown under each paragraph of subsection (1) of this
section shall include all relevant su ms paid by, or receivable from, the
company or any other person.
(6) The amounts to be shown under this section for any financial year shall
be the sums receivable in respect of th at year whenever paid or, in the case
of sums not receivable in respect of a period, the sums paid during that year:
Provided that any sums paid in advance of the financial years to which
they are expressed to relate sha ll be shown in the accounts for the
financial year in which they are paid.
(7) Where it is necessary to do so fo r the purpose of making any distinction
required by this section, the directors may apportion, in such manner as they
think appropriate, any payments betwee n the matters in respect of which
they have been paid or are receivable.
129. (1) In a note to the accounts of a company there shall, subject to the
provisions of this section, be separately shown,

(a) the aggregate amount of all sums due to the company officers
or any associated company at the end of the company or any
associated company;
(b) the maximum amount of all sums due to the company and any
associated companies at any time during the company’s
financial year form any officers of the company or any
associated company.
(2) If the company or any associated company shall have given a guarantee
or security to any person in respect of any indebtedness of an officer of the
company or any associated company th e amount guaranteed or in respect of
which the security was given shall be included in the amounts to be shown
under subsection (1) of this section.
(3) Notwithstanding subsections (1) and (2) of this section, the
following shall not require to be separately shown, namely,
(a) any indebtedness incurred as a re sult of a transaction in the
ordinary course of business by the company or any associated
company unless the indebtedness shall not have been
discharged within three months from the date of such
transaction;
(b) any loan made in the ordinary c ourse of business by a company,
the ordinary business of which includes the lending of money;
(c) a loan made by the company or any associated company to any
officer of the company or associ ated company if the loan does
not exceed two thousand pounds or two per centum of the
stated capital of the company concerned, which ever is the less,
and is certified by the directors of the company concerned to
have been made in accordance with any practice adopted, or
about to be adopted, by that company with respect to loans to
such employees:
Provided that paragraphs (b) and (c) of this subsection shall not
include in either case a lo an made by a company under a
guarantee form or on security provided by any associated
company.

(4) References in this section to an associated company shall be
taken as referring to any comp any which is an associated
company at the end of the company’s financial year, whether or
not an associated company at the date of the transaction
concerned.
(5) Nothing in this section sha ll derogated from section 301 of
this Code prohibiting loans by public companies to their
directors or directors of th eir associated companies.
130. (1) Any reference in this Code to a profit and loss account or balance
sheet or to the accounts of a compa ny shall include any notes thereon and
any document annexed thereto giving in formation which is required by this
Code.
(2) Any reference in this Code to a profit and loss account shall be
taken, in the case of a company limited by guarantee or other company not
trading for profit, as referring to its income and expenditure account, and
references to profit and loss and to a consolidated profit and loss and to a
consolidated profit and loss account shall be construed accordingly.
(3) If any person, being a director of a company, fails to take all
reasonable steps to secure compliance with the provisions of sections 123 to
129 of this Code he shall, in respect of each offence, be liable to
imprisonment for a term not exceeding two years or to a fine not exceeding
two hundred pounds or to both such imprisonment and fine:
Provided that,
(a) in any proceedings against a person for any such offence it
shall be a defence to prove that he has reasonable cause to believe, and did
believe, that a competent and reliable person was charged with the duty of
seeing that the said provisions were complied with and was in a position to
discharge that duty; and
(b) a person shall not be sentenced to imprisonment for any such
offence unless, in the opinion of he Court, the offence was committed
wilfully.
(4) It shall be the duty of every director and former director of the
company to give notice in writing to th e company of such matters relating to
himself as may be necessary to enable the company to comply with sections

128 and 129 of this Code; and if notice is given by a director it shall be his
duty to secure that it is brought up and read at the next meeting of the
directors after it is given:
Provided that it shall not be nece ssary for any person to give written
notice of loans, guarantees or secu rities made or given by the company
itself.
(5) Any person who makes default in complying with subsection (4)
of this section shall be liable to a fine not exceeding one hundred pounds.
(6) It shall be the duty of every co mpany to give such written notice to
any associated company relating to any transaction entered into by the first
named company as may be necessary to enable the associated company to
comply with sections 128 and 129 of this Code.
(7) If any company shall make defa ult in complying with subsection
(6) of this section the company, and ev ery officer of the company, who is in
default shall be liable to a fine not exceeding one hundred pounds.
131. (1) A company shall not issue, publis h or circulate a copy of any profit
and loss account or balance sheet unless,
(a) it shall have attached thereto a copy of each of the other
documents referred to in paragraphs (a), (b) and (c) of subsection (1) of
section 124 of this Code and of any group account s required under section
127 of this Code; and
(b) the said accounts and balance sheet shall have been approved by
the board of directors and, after such approval, signed on their behalf by two
directors.
(2) The foregoing subsection shall not prohibit the publication of;
(a) a fair and accurate summary of any profit and loss account and
balance sheet and the auditors’ report thereon after such profit
and loss account and balance sheet shall have been approved
by, and signed on behalf of, the board of directors;
(b) a fair and accurate summary of the profit or loss figures for part
of the company’s financial year.

(3) In the event of any breach of subsection (1) of this section the company
and every officer of the company who is in default shall be liable to a fine
not exceeding fifty pounds.
132. (1) The report of the directors refe rred to in paragraph (b) of subsection
(1) of section 124 of this Code shall consist of a report by the directors on
the state of the company’s affairs and, if the company is a holding company,
on the state of affairs of the company a nd its subsidiaries as a group, and the
amount, if any, which they recommended shall be paid by way of dividend.
(2) The report shall be approved by the board of directors and signed
on behalf of the board by two directors.
(3) The report shall deal, so far as is material for the appreciation of
the state of the company’s affaires, affairs, with any change during the
financial year in the nature of th e business of the company or of the
company’s associated companies, or in the classes of the business in which
the company has an interest, whether as member of another company or
otherwise.
(4) The report shall contain a list of bodies corporate in relation to
which either of the following conditions is fulfilled at the end of the
company’s financial year, that is to say,
(a) the body corporate is a subsidiary of the company,
(b) although the body corporate is not a subsidiary of the
company, the company is bene ficially entitled to equity
shares of the body corporate conferring the right to
exercise more than twenty-fi ve per centum of the votes
exercisable at a general mee ting of the body corporate.
(5) The list referred to in the immediately preceding subsection shall
distinguish between bodies corporat e falling within paragraph (a) and
paragraph (b) thereof and shall stat e as regards each such company,
(a) its name;
(b) its country of incorporation;
(c) the nature of the business carried on by it.

(6) If the company is, at the end of its financial year, the subsidiary of
another, the report shall also state the name and country of incorporation of
its holdings company.
(7) If, on application being made by the directors, the Registrar is satisfied
that mention of any of the matters referre d to in subsections (3), (4), (5) and
(6) of this section would be harmful to the business of the company or any of
its associated companies, he may direct that such matter need not be
mentioned in the report of a financial year.
(8) If any director fails to take r easonable steps to comply with the
provisions of this section he shall be liable to a fine not exceeding one
hundred pounds.
133. (1) The report by the au ditors referred to in paragraph (c) of subsection
(1) of section 124 of this Code, shall consist of a report, addressed to the
members of the company, by an auditor or auditors duly qualified and
appointed as auditors of the company in accordance with section 134 of this
Code, on the books of account of the co mpany, and on every balance sheet,
profit and loss account, and all group acc ounts to be sent to the members and
debentureholders of the company in accordance with sections 124 and 127
of this Code, and shall contain statemen ts as to the matters mentioned in the
Fifth Schedule to this Code.
(2) If, in the case of any accounts, any of the particulars required to be
shown under section 128 and 129 of this Code are not shown, the report, in
addition to stating that the accounts do not give all the information required
by this Code, shall contain a statement giving the required particulars so far
as auditors are reasonably able to do so.
(3) The report shall, at all times, be open to inspection by any member or
debentureholder of the company at th e registered office of the company
during usual business hours and shall be read at any annual general meeting
of the company held within three mont hs after it is sent to members and
debentureholders in accordance w ith section 124 of this Code.
134. (1) No person shall be appointed as auditor of a company unless,
(a) he shall prior to such appointme nt have consented in writing to
be appointed: and

(b) he is duly qualified in accordance with the provisions of section
270 of this Code, if appointed as auditor of a private company,
or section 296 of this Code if appointed as auditor of a public
company.
(2) A partnership firm may be appointed, in the name of the firm, as auditors
of a company, but, whether or not su ch firm is a body corporate, such
appointment shall be deemed to be an ap pointment of such of the partners of
the firm as, at the time of th e appointment, are duly qualified.
(3) The first auditors of a company in corporated after the commencement of
this Code shall be appointed within three months of the incorporation of the
company or prior to the delivery to the Registrar of the particulars required
under section 27 of this Code, and ev ery existing company shall, unless it
already had duly qualified auditors, appoi nt auditors within three months
after the commencement of this Code.
(4) Notwithstanding any contra ry provision in the company’s
Regulations, auditors sh all be appointed by ordi nary resolution of the
company and not otherwise:
Provided that,
(a) the directors may appoint the first auditors of a company and may fill
any casual vacancy in the office of auditor;
(b) if a company shall have no auditor for a continuous period of three
months the Registrar may appoint auditors.
(5) Every existing auditor shall continue in office until,
(a) he ceases to be qualified for appointment; or
(b) he resigns his office by notice in writing to the company; or
(c) an ordinary resolution is duly passed at an annual general
meeting in accordance with section 135 of this Code removing
him form office or appointing some other person in his place as
from the conclusion of the annual general meeting;
and when any casual vacancy occurs in the office of auditor the surviving or
continuing auditor or a uditors, if any, may act.

(6) Notice of the names and addresses of the first auditors of a
company incorporated after the commen cement of this Code shall be given
to the Registrar in accordance with section 27 of this Code.
(7) Within three months after the commencement of this Code, every
existing company shall give notice in the prescribed form to the Registrar for
registration of the names and addresses of its auditors.
(8) Within twenty-eight days after the occurrence of any change in the
auditors of any company, the compa ny shall give notice thereof in the
prescribed form to the Reg istrar for registration.
(9) Every company shall give notice to the Registrar if at any time
after the commencement of this Code a continuous period of three months
shall have elapsed without the comp any having a duly qualified auditor.
(10) The remuneration of the auditors,
(a) in the case of an auditor appoi nted by the directors or by
the Registrar, may be fixe d by the directors or the
Registrar, as the case may be, for this period expiring at
the conclusion of the next annual general meeting of the
company;
(b) subject as aforesaid, shall be fixed by an ordinary
resolution of the company or in such manner as the
company by ordinary reso lution may determine.
(11) For the purposes of the immedi ately preceding subsection, any sums
paid or payable as the company in respect of the a uditors’ expenses shall be
deemed to be included in the expression “remuneration”.
(12) If any company shall commit a breach of any of the provisions of this
section or describe as auditor of th e company any person who has not been
duly appointed, the company and any o fficer of the company who is in
default shall be liable to a fine not exceeding one hundred pounds.
(13) For the purposes of subsections (6), (7) and (8) of this section, where a
partnership firm is appointed auditors in the name of the firm, the firm name
and business address shall be given to the Registrar and, for the purposes of
such subsections a change in the constitu tion of the firm or of the partners

therein who are auditors of the company shall not be deemed to be a change
in the auditors.
135. (1) A resolution to remove any auditor or to appoint any other person in
his place shall not be effected unless,
(a) it is passed at an annual gene ral meeting of the company;
(b) written notice shall have been given to the company of the
intention to move it not less than thirty-five days before the
annual general meeting at which it is to be moved and on its
receipt the company shall have fort h-with sent a copy thereof to
the auditor concerned; and
(c) the company shall have given its members notice of such
resolution at the same time and in the same manner as it gives
notice of the meeting or, if that is not practicable, shall have
given them notice thereof in th e same manner as notices of
meetings are required to be give n not less than twenty-one days
before the meeting;
Provided that
(a) if after notice of the intention to move the resolution is given to
the company, an annual general meeting is called for a date
thirty-five days or less after the notice has been given to the
company, the notice shall be deemed to have been properly
given for the purposes of this subsection;
(b) in the case of a resolution to re move any auditor appointed by
the directors in accordance with s ubsection (4) of section 134 of
this Code, or to appoint any othe r person in place of an auditor
so appointed under this subsection, shall have effect with the
substitution of fourteen days fo r thirty-five days in paragraph
(b) and seven days for twenty -one days paragraph (c).
(2) The auditor concerned shall be entitled,
(a) to be heard on the resolution at the meeting; and
(b) to send to the company a written statement, copies of which the
company shall send every notice of the annual general meeting

or, if the statement is received too late, shall forthwith circulate
to every person entitled under section 154 of this Code to
notice of the meeting in the same manner as notices of
meetings are required to be given:
Provided that the company need not se nd or circulate such statement,
(a) if it received by the company le s than seven days before the
meeting; or
(b) if the Court on application being made by the company or any
other person who claims to be aggrieved, so orders upon being
satisfied that the statement is unreasonably long or that the
rights conferred by this section are being abused to secure
needless publicity for defamatory matter; and the Court may
order the costs of the applicant to be paid in whole or in part by
the auditor notwithstanding that he is not a party to the
application.
(3) Without prejudice to the auditor’ s right to be heard orally on such
resolution he may, unle ss the Court shall have made an order under
the immediately preceding subsecti on also require that the written
statement by him be read to the meeting.
(4) If the resolution is passed it shall not take effect until the
conclusion of the a nnual general meeting.
136. (1) The auditors of a company wh ile acting in performance of their
duties under this Code shall not be deem ed to be officers or agents of the
company, but shall stand in a fiduciary relationship to the members of the
company as a whole and shall act in such manner as faithful, diligent,
careful, and ordinarily skillful audito rs would act in the circumstances.
(2) No provision, whether containe d in the Regulations of a company,
or in any contract, or in any resoluti on of a company shall relieve an auditor
from the duty to act in ac cordance with subsection (1) of this section or
relieve him from any liability incurred as a result of any breach thereof.
(3) Every auditor shall have a right of access at all times to the books
and accounts and vouchers of the comp any and shall be entitled to require
from the officers of the co mpany such information and explanation as he
thinks necessary for the performance of his duties.

(4) The auditors of a company shall be entitled to attend any general
meeting of the company and to re ceive all notices of, and other
communications relating to, any genera l meeting and to be heard at any
general meeting on a ny part of the business of the meeting which concerns
then as auditors.
(5) The auditors of a company may apply to the court for directions in
relation to any matter aris ing in connection with the performance of their
functions under this Code; and on any such application the Court may give
such directions as the Court thinks ju st; and unless the court shall otherwise
direct, the costs to any such appli cation shall be paid by the company.
(6) Before accepting appointment as auditor of a company the auditor
shall communicate with the retiring audito r, if any, and invite him to make
any representations and supply any in formation about the company which he
may care to make and supply.
(7) The auditors, in addition to their statutory duties to the members
under subsection (1) of this section, ma y, under the terms of their contract
with the company, expressly or imp liedly undertake obligations to the
company in relation to the detecti on of defalcations, and advise on
accounting, costing taxation, rais ing of finance and other matters.
137. (1) A company shall act through it s members in general meeting or its
board of directors or through officer s or agents, appointed by, or under
authority derived from, the members in general meeting or the board of
directors.
(2) Subject to the provisions of this Code, the respective powers of the
members in general meeting and the board of directors shall be determined
by the company’s Regulation.
(3) Except as otherwise provided in the company’s Regulations, the
business of the company shall be ma naged by the board of directors who
may exercise all such powers of the company as are not by this Code or the
Regulations required to be exercised by the members in general meeting.
(4) Unless the Regulations shall otherwise provide, the board of
directors when acting within the pow ers conferred upon them by this Code
or the Regulations shall not be bound to obey the directions or instructions
of the members in general meeting.

(5) Notwithstanding the provisions of subsection (3) of this section,
the members in general meeting may,
(a) act in any matter if the members of the board of
directors are disqualified or are unable to act by
reason of a deadlock on the board or otherwise;
(b) institute legal proceedings in the name and on
behalf of the company if the board of directors
refuse or neglect to do so;
(c) ratify or confirm any acti on taken by the board of
director; or
(d) make recommendations to the board of directors
regarding action to be taken by the board.
(6) No alteration of the Regulations shall invalidate any prior act of the
board of directors which would have b een valid if that alteration had not
been made.
138. Unless otherwise provided in the Re gulations, the board of directors,
(a) may exercise their powers through committees consisting of
such members or members of their body as they think fit, and
(b) may from time to time appoint one or more of their body to the
office of managing director and ma y delegate all or any of their
powers to such managing director.
139. Any act of the members in general me eting, the board of directors, or a
managing director while carrying on in the usual way the business of the
company shall be treated as the act of the company itself; and accordingly
the company shall be criminally and civ illy liable therefor to the same extent
as if it were a natural person:
Provided that,
(a) the company shall not incur civ il liability to any person if
that person had actual knowledge at the time of the
transaction in question that th e general meeting, board of
directors, or managing director, as the case may be, had
no power to act in the matter or had acted in an irregular

manner or if, having regard to his position with, or
relationship to, the company, he ought to have known of
the absence of power or of the irregularity;
(b) if in fact a business is bei ng carried on by the company,
the company shall not escape liability for acts undertaken
in connection therewith merely because the business in
question was not among the business authorized by the
company’s Regulations,
140. (1) Except as provided in section 139 of this Code, the acts of any
officer or agent of a company shall not be deemed to be acts of the company,
unless,
(a) the company, acting through its members in general meeting,
board of directors, or managing director, shall have expressly or
impliedly authorized such officer or agent to act in the matter; or
(b) the company, acting as aforesai d, shall have represented the
officer or agent as having its aut hority to act in the matter, in
which event the company shall be ci villy liable to any person who
has entered into the transaction in reliance on such representation,
unless such person had actual knowle dge that the officer or agent
had no authority or unless, having regard to his position with, or
relationship to the company, he ought to have known of such
absence of authority.
(2) The authority of an officer or ag ent of the company may be conferred
prior to action by him or by subsequent ratification; and knowledge of action
by such officer or agent and acquiescence therein by the managing director
for the time being, shall be equivale nt to ratification by the members in
general meeting, board of directors, or managing director, as the case may
be.
(3) Nothing in this section shall der ogate from the vicarious liability of a
company for the acts of its employees while acting within the scope of their
employment.
141. Except as mentioned in section 118 of this Code, regarding particulars
in the register of particulars of charge s, a person shall not be deemed to have
knowledge of any particulars, documents , or the contents of documents by

reason only that such particulars or documents are registered by the
Registrar or referred to in any par ticulars or documents so registered.
142. Any person having dealings with a company or with someone deriving
title under the company shall be entitled to make the following assumptions,
that is to say,
(a) that the company’s Regulations have been duly complied with;
(b) that every person described in the particulars filed with the
Registrar pursuant to sections 27 and 197 of this Code as a
director, managing director or secretary of the company, or
represented by the company, acti ng trough its members in general
meeting, board of directors, or ma naging director, as an officer or
agent of the company, has been duly appointed and has authority
to exercise the powers and perform the duties customarily
exercised or performed by a di rector, managing director, or
secretary of a company carrying on business of the type carried on
by the company or customarily exercised or performed by an
officer or agent of the type concerned;
(c) that the secretary of the company, and every other officer or agent
of the company having authority to issue documents or certified
copies of documents on behalf of the company has authority to
warrant the genuineness of the docum ents or the accuracy of the
copies so issued;
(d) that a document has been duly seal ed by the company if it bears
what purports to be the seal of the company attested by what
purport to be the signatures of two person who, in accordance with
paragraph (b) of this section, can be assumed to be a director and
the secretary of the company;
and the company and those deriving title under it shall be stopped from
denying the truth of any such assumption:
Provided that,
(a) a person shall not be entitled to make such assumptions as
aforesaid if he had actual knowledge to the contrary or if, having
regard to his position with, or relationship to, the company, he
ought to have known the contrary;

(b) a person shall not be entitled to a ssume that any one or more of
the directors of the company have been appointed to act as a
committee of he board of directors or that an officer or agent of
the company has the company’s au thority by reason only that the
company’s Regulations provide that authority to act in the matter
may be delegated to a committ ee or an officer or agent.
143. Where, in accordance with sections 139 to 142 of this Code, a company
would be liable for the acts of any offi cer or agent, the company shall be
liable notwithstanding that the officer or agent has acted fraudulently or
forged a document purporting to be s ealed by, or signed on behalf of, the
company.
144. Contracts on behalf of a company ma y be made, varied or discharged as
follows, that is to say,
(a) any contract which, if made betw een individuals would be by law
required to be in writing under seal , or which could be varied or
discharged by writing under seal only, may be made, varied or
discharged, as the case may be , in writing under the common seal
of the company;
(b) any contract which, if made betw een individuals would be by law
required to be in writing or to be evidenced in writing by the
parities to be charged therewith or which could be varied by the
parties to be charged therewith or which could be varied or
discharged only by, writing or written evidence signed by the
parties to be charged, may be made, evidenced, varied or
discharged, as the case may be, in writing signed in the name or on
behalf of the company;
(c) any contract which, if made be tween individuals would be valid
although made by parol only and not reduced to writing or which
could be varied or discharged by parol, may be made, varied or
discharged, as the case may be, by parol on be half of the company.
145. (1) A bill of exchange or promissory note shall be deemed to have been
made, accepted, or endorsed, on behalf of a compa ny if made, accepted or
endorsed in the name of the company or if expressed to be made, accepted or
endorsed on behalf or on account of the company.

(2) The company and its successors shall be bound thereby if the
company is, in accordance with sections 139 to 143 of this Code, liable for
the acts of those who made, accepted or endorsed in its name or on its behalf
or account; and a signature by a director or the secretary on behalf of the
company shall not be deemed to be a signature by procuration for the
purposes of section 23 of the Bills of Exchange Act, 1961 (Act 55).
146. A document or proceeding requiring authentication by a company may
be signed on its behalf by an officer of the company and need not be under
its common seal.
147. (1) A company may, by writing u nder its common seal, empower any
person, either generally or in respect of any specified matters, as its attorney
to execute deeds on its behalf in any place outside Ghana.
(2) A deed signed by such an atto rney on behalf of the company and
under his seal shall bind the company and ha ve the same effects as if it were
under its common seal.
148. (1) A company whose objects require or comprise the transaction of
business in countries other than Ghana ma y, if authorized by its Regulations,
have for use in any territory, district , or place not situate in Ghana, an
official seal which shall be a facsim ile of the common seal of the company
with the addition on its face of the name of the territory, district or place
where it is to be used.
(2) Every document to which an offi cial seal is duly affixed shall bind
the company as if it had been sealed with the common seal of the company.
(3) The company may, by writing under its common seal, authorize
any agent appointed for that purpose to affix the official seal to any
document to which the compan y is a party in the territory, district or place.
(4) Any person dealing with such an agent in reliance on the writing
conferring the authority shall be entitled to assume that the authority of the
agent continues during the period, if any mentioned in the writing or, if no
period is there mentioned, then until that person has actual notice of the
revocation or determina tion of the authority.
(5) The person affixing any such offi cial seal shall, by writing under
his hand, certify on the document to which the seal is affixed, the date on
which and the place at which it is affixed.

149. (1) Except as provided in subsection (3) of this section, every company
shall in each year hold a general meeting as its annual general meeting in
addition to any other meetings in that year, and shall specify the meetings as
the annual general meeting in the notices calling it; and not more than fifteen
months shall elapse betw een the date of one annua l general meeting and the
next:
Provided that, so long as a comp any holds its first annual general
meeting within eighteen months of its in corporation, it need not hold it in the
ear of its incorporation or in the following year.
(2) The annual general meeting sha ll be held not earlier than twenty-
one days after the company’s profit and loss account and balance sheet, any
group accounts, and the reports of the directors and auditors’ thereon shall
have been dispatched to members and debentureholders of the company in
accordance with section 124 of this Code; and the said statements, accounts,
and reports shall be laid before the annual general meeting for consideration.
(3) If the auditors of the comp any and all the members of the
company entitled to attend and vote at any annual general meeting shall
agree in writing that an annual general meeting shall be dispensed with in
any year, it shall not be necessary for that company to hold an annual
general meeting that year.
(4) If default is made in holdi ng the annual general meeting in
accordance with subsection (1) of this s ection, the Registrar may, of his own
motion or on the application of any offi cer or member of the company, call,
or direct the calling of, an annual ge neral meeting of the company, and may
give such ancillary or c onsequential directions as he thinks fit, including
direction modifying or supplementing, in relation to the calling, holding and
conducting of that meeting, the operation of the company’s Regulations and
sections 151 to 155, 161, 163, 166, 167 and 169 to 173 of this Code.
(5) Where a meeting held in pursuance of subsection (4) of this
section is not held in the year in wh ich occurred the default in holding the
company’s annual general me eting, the meeting so held shall be treated as
the annual general meeting for that year, but shall not be treated as the
annual general meeting for the year in which it is held unless, at that
meeting, the company resolves that it shall be so treated.

(6) Where a company so resolves, a copy of the resolution shall,
within twenty-eight days of the passing thereof, be forwarded to the
Registrar for registration.
(7) If default is made in holdi ng an annual general meeting of the
company in accordance with subsection (1 ) of this section, or in complying
with any directions of the Registrar under subsection (4) of this section, or in
complying with subsections (2), (5) or (6) of this section, the company, and
every officer of the company who is in default shall be liable to a fine not
exceeding fifty pounds.
150. (1) Extraordinary general meeti ngs may be convened by the directors
whenever they think fit.
(2) If at any time there are not within Ghana sufficient directors
capable of acting to form a quorum, a ny director may convene a meeting.
(3) An extraordinary general mee ting of a private company may be
requisitioned in accordance w ith section 297 of this Code.
151. Unless the company’s Regulations otherwise provide, all general
meetings shall be held in Ghana.
152. (1) Meetings, other than adjour ned meetings, shall be convened by
notice in writing to the persons who ar e, under section 154 of this Code,
entitled to receive notice of general meetings.
(2) Subject to subsections (3) and (4 ) of this section, twenty-one days
notice at the least or in the case of a special resolution under section 2 of the
Bodies Corporate (Official Liquidations) Act, 1963 (Act 180), seven
days
notice exclusive of the day on which the notice is served, but inclusive of the
day for which notice is gi ven, shall be given.
(3) The company’s Regulations ma y provide for a period of notice
longer, but not shorter, than that speci fied in subsection 2 of this section.
(4) A meeting of a company shall, notwithstanding that it is called by
shorter notice than that specified in subs ection (2) of this section, or in the
company’s Regulations, be deemed to have been duly called if it is so
agreed,

(a) in the case of a meeting called as the annual general meeting, by
all the members entitled to a ttend and vote thereat; and
(b) in the case of any other meeting, by a majority in number of the
members having a right to attend a nd vote at the meeting, being a
majority holding not less than nine ty-five per centum of the shares
giving a right to attend and vote at the meetings or, in the case of a
company limited by guarantee, by a nine-five per centum majority
in number of the members:
Provided that where any members are entitled to vote only on
some resolutions to be moved at the meeting and not on others,
those members shall be taken in to account for the purposes of
this subsection in respect of th e former resolutions and not in
respect of the latter.
153. (1) The notice of a meeting shall speci fy the place, date and hour of the
meeting, and the general na ture of the business to be transacted thereat in
sufficient detail to enable those to w hom it is given to decide whether to
attend or not; and where the meeting is to consider a special resolution shall
set out the terms of the resolution.
(2) In the case of notice of an annual general meeting, a statement that
the purpose is to transact the ordinary business of an annual general meeting
shall be deemed to be a sufficient specification that the business is,
(a) to declare a dividend;
(b) consideration of the accounts and reports of the directors
and auditors;
(c) the election of directors in the place of those retiring;
(d) the fixing of the remuneration of the auditors; and
(e) if the requirements of s ection 135 and 185 are duly
complied with, the removal a nd election of auditors and
directors.
(3) No business may be transacted at any general meeting unless
notice of it has been duly given.

(4) In every case in which a member is entitled, pursuant to section
163 of this Code, to appoint a proxy to attend and vote instead the member
has the right to appoint a proxy to atte nd and vote instead of him and that the
proxy need not be a member of the co mpany; and if default is made in
complying with this subsection as resp ects any meeting, every officer of the
company who is in default shall be liable to a fine not exceeding fifty
pounds.
154. The following persons shall be entitled to receive notice of general
meeting,
(a) every member;
(b) every person upon whom the ow nership of a share devolves by
reason of his being a legal persona l representative, receiver or a
trustee in bankruptcy of a member;
(c) every director of the company;
(d) every auditor for the time being of the company.

155. (1) Notice may be given by the co mpany to any member or director
either personally or by sending it thr ough the post addressed to him at his
registered address, or by leaving it for him with some person apparently over
the age of sixteen years at such address.
(2) Notice may be given to the join t holders of a share by giving the
notice to the joint holder na med first in the register of members in respect of
the share.
(3) Notice may be given to a person upon whom ownership of a share
has devolved by reason of his being a le gal personal representative, receiver
or trustee in bankruptcy of a member either personally or by sending it
through the post addressed to him by na me, or by the title of representatives
of the deceased or receiver or tr ustee of the bankrupt, or by any like
description, at the address, if any, supplied for the purpose by such person,
or by leaving it for him with some person apparently over the age of sixteen
years at such address, or, until such address has been supplied, by giving the
notice in any manner in which the same might have been given if the death,
receivership or bankruptcy had not occurred.

(4) Where a notice is sent by post, service shall be deemed to be
effected by properly addressing, pre-pa ying, and posting a letter containing
the notice and to have been effected at the expiration of forty-eight hours
after the letter containing the same is posted.
(5) The letter need not be registered but where it is sent to an address
outside Ghana it shall be dispatched by airmail.
156. The accidental omission to give notice of a meeting to, or the non-
receipt of notice of a meeting by, any person entitled to receive notice shall
not invalidate the proceedings at that meeting.
157. (1) A company shall at its own expe nse, on the request in writing of any
member entitled to attend and vote at a general meeting, include in the
notice of that general meeting notice of any resolution which may properly
be moved and is intended to be moved at that meeting and, at the like
request, include with such notice a statement of not more than five hundred
words with respect to the matter referre d to in the proposed resolution or any
other business to be dea lt with at the meeting;
Provided that if the proposed resolution is not passed at that meeting
the same resolution or one substantiall y to the same effect shall not be
moved at any general meeting within three years thereafter, unless the
directors shall otherwise agree or unle ss the request within three years is
supported in writing by members of th e company representing between them
not less than one-twentieth of the total voting rights of all the members of all
the members having at the date of the request a right to vote on the
resolution to which the request relates.
(2) A company shall not be bound to give notice of any such
resolution or to circulate such stat ement unless the written request or
requests, signed by the member or memb ers concerned, together with the
resolution and statement, are deposite d at the registered office of the
company not less than six w eeks before the meeting;
Provided that if, after such docum ents have been deposited a general
meeting is called for a date six weeks or less thereafter, the document shall
be deemed to have be en properly deposited.
158. (1) A company shall, at the request in writing of any member entitled to
attend and vote at a general meeting but, unless the company otherwise
resolves, at the expense of that me mber, circulate to members of the

company a statement of not more than one thousand words with respect to
any business to be dealt with at that meeting.
(2) The statement shall be circulat ed to members of the company in
any manner permitted for service of noti ce of the meeting and, so far as
practicable, at the same time as notic e of the meeting, or, if that is
impracticable, as soon as possible thereafter.
(3) A company shall not be bound to circulate such statement unless,
(a) the written request, signed by the member concerned, together
with the statement, is deposited at the registered office of the
company not less than ten da ys before the meeting;
(b) there is also deposited with the request a sum reasonably
sufficient to meet the company’s expe nses in giving effect thereto.
159. (1) A company shall not be bound under either secti on 157 or 158 of
this Code to circulate any resolution or statement if, on the application either
of the company or of any other person w ho claims to be aggrieved, the Court
is satisfied that the rights conferred by those sections are being abused to
secure needless publicity for defamatory matter; and the Court may order to
company’s costs on an application under th is section to be paid in whole or
in part by the member making the reque st, notwithstanding that he is not a
party to the application.
(2) In the event of any default in complying with section 157 or 158 of
this Code, every officer of the company who is in de fault shall be liable to a
fine not exceeding fifty pounds.
160. Notwithstanding any contrary pr ovision in the company’s Regulations
the following persons shall be entitled to attend any general meeting of the
company, namely,
(a) every member of the company;
(b) every director of the company;
(c) the secretary of the company; and
(d) every auditor for the time being of the company;
Provided that,

(a) if the company’s Regulations so provide a member shall not be
entitled to attend unless all calls or other sums presently payable
by him in respect of shares in the company have been paid;
(b) any member who is holder of preference shares only shall not be
entitles to attend if his right to do so is validly suspended in
accordance with section 49 of this Code;
(c) nothing herein contained shall be deemed to preclude other
persons from attending any genera l meeting with the permission
of the chairman thereof.
161. (1) No business shall be transact ed at any general meeting unless a
quorum of members is present at the time when the meeting proceeds to
discuss that business; but provided that a quorum is then present the meeting
may validly proceed with that busine ss notwithstanding that a quorum is not
present throughout:
Provided that where any members pr esent are entitled to vote only on
some resolutions and not on others su ch members shall be counted towards a
quorum in respect of the former resolutio ns but not in respect of the latter.
(2) Unless otherwise provided in the company’s Regulations, the
following shall constitute a quorum, that is to say,
(a) if the company has only one memb er, that member present in
person or, where proxies are allowed, by proxy;
(b) in any other case two members present in person or, where
proxies are allowed, by proxy, or one member so present holding
shares representing more than fi fty per centum of the total voting
rights of all the members having a right to vote at the meeting.
(3) Unless otherwise provided in the company’s Regulations, if a
quorum is not present within half an hour after the time appointed for the
meeting, the meeting if convened upon the requisition of members in
accordance with section 27 or 297 or its Code, shall be dissolved, and in any
other case shall stand adjourned to the same day, in the next week at the
same time and place or to such othe r day, place and time as the directors
may determine, and if at the adjour ned meeting a quorum is not present
within half an hour after the time a ppointed the member or members present
shall constitute a quorum.

(4) where the meeting is adjourned to the same day, place and time in
the following week no notice need be given; otherwise notice of the
adjourned meeting shall be published in at least one daily newspaper
circulating in the district in which is situated the registered office of the
company.
(5) Provided that a quorum is presen t the meeting shall be deemed to
be duly conducted notwithstanding that only one member or one proxy is
present.
162. (1) If for any reason it is impracti cable to call a meeting of a company
in any manner in which meetings of that company may be called, or to
conduct the meeting of the company in the manner prescribed by the
Regulations or this Code, the Court ma y, on the application of any director
or member of the company, or of the Registrar, order a meeting of the
company to be called, held and c onducted in such manner as the Court
thinks fit; and where any such order is made may give such ancillary or
consequential directions as it thinks expedient.
(2) Any meeting called, held and conducted in accordance with an
order under the foregoing subsection shall, for all purposes be deemed to be
a meeting of the company dully called, held and conducted.
163. (1) Any member of a company entitle d to attend and vote at a meeting
of the company shall be entitled to appoint another person, whether a
member of the company or not, as proxy to attend and vote instead of him
and such proxy shall have the same ri ghts as the member to speak at the
meeting:
Provided that unless the compa ny’s Regulations shall otherwise
provide, this subsection shall not appl y in the case of a company limited by
guarantee.
(2) The instrument appointing the proxy shall be in writing under the
hand of the appointor or his agent du ly authorized in writing or, if the
appointor is a body corporate, either under seal or under the hand of an
officer or agent duly authorized.
(3) An instrument appointing a proxy shall be in the form prescribed
by Table A in the Second Schedule hereto or in such form as the company’s
Regulations may provide; but, notw ithstanding any provision in the

company’s Regulations, an instrument in the form prescribed by Table A
shall be sufficient,
(4) Unless the company’s Regulations shall otherwise provide the
instrument appointing a proxy and the power of attorney or other authori
ty,
if any, under which it is signed or a not arially certified copy of that power of
authority shall be deposited at the regist ered office of the company or at such
other place within Ghana as specified in the notice convening the meeting
not less than forty-eight hours before the time for holding the meeting or
adjourned meeting or, in the case of a poll, not less than twenty-four hours
before the time appointed for the taki ng of the poll, and in default the
instrument of proxy shall not be treated as valid:
(5) Where instruments of proxy have been deposited in accordance
with the immediately preceding subsecti on, any person entitled, in his own
right or as proxy for another member or members or partly in one way and
partly in another, to more than ten per centum of the total voting rights of all
members entitled to vote at the meeting shall be entitled, at any time during
business hours prior to the conclusion of the meeting or the taking of the
poll, but subject to such reasonable re strictions as the company may impose,
to inspect such deposited instruments of proxy and the original or copy
powers of attorney or other authority under which they are signed.
(6) The appointment of a proxy shall be terminated by the death or
insanity of the appointor or by his revocation of the proxy or the authority
under which it was executed; and the pe rsonal attendance, of a member at
the meeting or the later appointment of another proxy in respect of the same
share shall be deemed to be a revocation:
Provided that a vote given in accordance with the terms of an
instrument of proxy may be treated by the company as valid notwithstanding
the termination or revocation of the appo intment so long as no intimation in
writing of the termination or revocati on or of the events causing the same
shall have been received by the compa ny, at its registered office or other
place appointed for the de posit of instruments of proxy, before the
commencement of the meeting or adjourned meeting or more than twenty-
four hours before a poll.
(7) If, for the purpose of any mee ting of a company, invitations to
appoint as proxy a person or one of a number of persons specified in the
invitations are issued at the company’s expense then,

(a) such invitations shall be sent to all members entitled to attend and
vote at the meeting;
(b) such invitations shall be accompanied by forms for the
appointment of a proxy which shall entitle the members to direct
the proxy to the meeting;
(c) where instruments of proxy are duly completed and returned in
accordance with the instructions in the invitation and are not
revoked then,
(i) it shall be the duty of the chairman of the meeting to
demand a poll after any vote by show of hands unless the
result on the show of hands is in accord with the
directions, if any, given in a ll such instruments of proxy;
and
(ii) on any poll the votes of the members concerned shall be
deemed to be cast in accord ance with the directions, if
any, in such instruments of proxy notwithstanding the
absence, abstention, or purpor ted vote to the contrary of
the proxy.
(8) Where a member, not having been invited so to do, requests the
company to issue him with a form of appointment of proxy or a list of
persons wiling to act as proxy, the company may issue such form or
list to him without doing so to all the other members entitled to attend
and vote; but such form or list shall be available on request in writing
to every such member and any form s of appointment so issued shall
comply with paragraph (b) of subsec tion (7) of this section and shall
be deemed to be an instrument of proxy to which paragraph (c)
thereof applies.
(9) Every officer of the company who knowingly authorizes or
permits any breach or non-observance of subsection (5), (6), (7) or (8)
or this section shall be liable to a fine not exceeding one hundred
pounds and in the event of a refusa l to permit inspection in accordance
with subsection (5) of this secti on the Court may by order compel an
immediate inspection.
164. (1) The vote of a proxy shall not be rejected at a meeting on the ground
that the appointment of a proxy wa s obtained by misrepresentation.

(2) The Court may, on the application of the company or any member
entitled to vote at the meeting or the Registrar, annul the appointment of a
proxy if satisfied that the appointment was obtained by any material
misrepresentation of fact whet her made fraudulently or not.
(3) Where any such order is made the Court may further order that the
holding of the meeting shall be postpone d until such date as the Court may
order and may give such ancillary or cons equential directions as it thinks fit.
165. (1) A body corporate, whether a co mpany within the meaning of this
Code or not, may, by resolution of its directors or other governing body,
authorize such person as it thinks fit to act as its representative,
(a) if it is a member of a company, at any meeting of the company;
(b) if it is a creditor, including a de bentureholder, of company, at
any meeting of any creditors of the company held in pursuance
of this Code or of the Bodies Corporate (Official Liquidations)
Act, 1963 (Act 180), or of any rules made hereunder, or in
pursuance of the provisions contai ned in any debenture or trust
deed, as the case may be.
(2) A person authorized as aforesaid, upon production of a copy or the

resolution by which he was authorized, shall be entitled to exercise the same
powers on behalf of the body corporat e which he represents as that body
corporate could exercise if it were an individual shareholder, creditor, or
holder of debentures of that other company.
(3) This section shall not be deem ed to preclude any body corporate
form appointing a proxy to attend and vote on its behalf.
166. Unless otherwise provided in the company’s Regulations the chairman,
if any, of the board of directors sha ll preside as chairman at every general
meeting or the company, or if there is no such chairman or, if he shall not be
present within fifteen minutes after the time appointed for holding the
meeting or is unwilling to act, the dir ectors present shall elect one of their
members to be chairman of the meeting, or, if no director is present or
willing to act, the members present sha ll choose one of their members to be
chairman of the meeting.
167. (1) The chairman may, with the consent of any meeting at which a
quorum is present, and shall if so dir ected by an ordinary resolution passed

at the meeting, adjourn the meeting from time to time and from place to
place; but no business shall be transacted at any adjourned meeting other
than the business left unfinished at the meeting from which the adjournment
took place and any additional business of which due notice shall be given as
in the case of an original meeting.
(2) When a meeting is adjourned fo r thirty days or more, notices of
the adjourned meeting shall be given as in case of an original meeting.
(3) Save as aforesaid and unless the company’s Regulations otherwise
provide, it shall not be n ecessary to give notice of the adjournment of any
meeting at which a quorum was present, or of the business to be transacted
at the adjournment.
168. (1) A resolution shall be an ordina ry resolution when it has been passed
by a simple majority of votes cast by such members of the company as,
being entitled so to do, vote in pers on or, where proxies are allowed, by
proxy at a general meeting.
(2) A resolution shall be a special resolution when it has been passed
by not less than three-fourths of the cotes cast by such members of the
company as, being entitled so to do, vote in person or, where proxies are
allowed, by proxy at a ge neral meeting of which, notice specifying the
intention to propose the resolution as a special resolution, has been duly
given.
(3) A reference in the Code or in any Regulations, debentures or
debenture trust deed to an ordinary or special resolution of a meeting of any
class of shareholders, creditors, or debentureholders shall bear a like
meaning to that specified in subsection (1 ) or (2) of this section, as the case
may be, with the substitution of the memb ers of the class for the members of
the company.
169. The terms of any resolution, spec ial or ordinary, before a general
meeting may be amended by ordinary resolution moved at the meeting:
Provided that the terms of the resolution as amended will still be such
that adequate notice of the intention to pass the same can be deemed to have
been given in accordance with section 153 of this Code.
170. (1) Unless the company’s Regula tions shall otherwise provide, a
resolution put to the vote of a meeting shall be decided on a show of hands

unless a poll is, before or on the declaration of the result of the show of
hands, demanded by,
(a) the chairman,
(b) at least three members present in person or by proxy, or
(c) any member or members present in person or by proxy and
representing not less than one-twentieth of the total voting rights of
all the members having the right to attend and vote on the
resolution:
Provided that any provision contained in the company’s Regulations shall be
void in so far as it would have the effect,
(a) of excluding the right to demand a poll on any question other than
the election of the chairman or the adjournment of the meeting; or
(b) of making ineffective a demand for a poll on any such question
which is made by the persons specifi ed in any of paragraphs (a),
(b) or (c) of this subsection.
(2) The demand for a poll may be withdrawn.
(3) On a show of hands each memb er who is personally present and
entitled to vote and each proxy for any member entitled to vote shall
have one vote.
(4) Unless a poll is effectivel y demanded, a declaration by the
chairman that resolution has, on a show of hands been carried, or
carried unanimously, or by a particul ar majority, or lost, and an entry
to that effect in the book containing the minutes of the meeting shall
be conclusive evidence of the fact without proof of the number or
proportion of votes recorded in fa vour of or against such resolution.
(5) If a poll is effectively demanded it shall be taken at such time and
in such manner as the chairman shall direct.
(6) In lieu of directing that a po ll shall be taken of those members
present in person or by proxy at the poll, the chairman may direct that
voting shall be by postal ballot of all the members entitled to attend
and vote on the resolution; and in th at event, ballot papers shall be
served on members entitled to attend and vote on the resolution in the

same manner notice of the meeting is required to be given to them and
such members may cast their votes either by personally completing
the ballot papers or by having the same completed, in accordance with
subsection (4) of section 163 of this Code, not less than twenty-four
hours before the time appointed for the closing of the ballot.
(7) Notwithstanding subsection (5) of this section, a postal ballot in
accordance with the immediately preceding subsection shall be
directed by the chairman if,
(a) the company’s Regulations so provide; or
(b) on or after the chairman has directed a poll, an ordinary
resolution in favour of a posta l ballot under this subsection
is moved at the meeting and passed on a show of hands.
(8) For all the purposes of this Code a postal ballot in accordance with
subsection (6) of this section sh all be deemed to be a poll.
(9) Except as otherwise lawfully provided in the company’s
Regulations, on a poll each sharehol der entitled to vote shall have one
vote for each share held by him and each member of a company
limited by guarantee sha ll have one vote.
(10) On a poll a member entitled to more than one vote, or a proxy
representing more than one member or a member entitled to more
than vote, or a proxy representing mo re than one vote, need not, if he
votes, use all his votes or cast all th e votes he uses in the same way.
(11) Unless the company’s Regulatio ns otherwise provide in the case
of an equality of votes, whether on a show of hands or a poll, the
chairman of the meeting at which th e show of hands takes place or at
which the poll is demanded shall be entitled to a second or casting
vote.
171. In the case of joint holders the vo te of the senior who tenders a vote,
whether in person or by pr oxy, shall be accepted, to the exclusion of the
votes of the other joint holders; and for this purpose seniority shall be
determined by the order in which th e names stand in the register of
members.

172. A member of unsound mind may vote, whether on a show of hands or a
poll, by such person as may be appointed for the purpose by the Court and
the person so appointed may vote by proxy.
173. (1) Where a resolution is passed at an adjourned meeting, the resolution
shall, for all purposes, be deemed to have been passed on the date on which
it was in fact passed at the adjourned meeting.
(2) Where a resolution is passed on a poll it shall for all purposes b
e
deemed to have been passed on the day on which the result of the poll
is declared, and not on any earlier day.
174. (1) Except as provided in subsection (3) of this section, a resolution in
writing signed by all the members of th e time being entitled to attend and
vote on such resolution at a general meeting, or being bodies corporate by
their duly authorized representatives, a nd, if the company has only one such
member by that member, shall be as valid and effective for all purposes as if
the same had been passed at a ge neral meeting of the company duly
convened and held; and if described as a special resolution shall be deemed
to be a special resolution with in the meaning of this Code.
(2) The resolution shall be deemed to have been passed on the date on
which the same was signed by the la st member to sign, and where the
resolution states a date as being the date of his signature thereof such
statement shall be prima facie eviden ce that it was signed by that member on
that date.
(3) Subsections (1) and (2) of th is section shall not apply to a
resolution to remove an auditor, wh ich can be passed only at an annual
general meeting in accordance with secti on 135 of this Code, or to remove a
director, which can be passed only at a general meeting in accordance with
section 185 of this Code.
175. (1) Sections 152 to 1 74 of this Code shall apply to meetings of any
class of members in like manner as they apply to general meetings of
companies, but so that the necessary qu orum shall be as set out in subsection
(2) of this section and that any member of the class present in person or by
proxy may demand a poll.
(2) At any meeting of any class of members the necessary quorum
shall be,

(a) if there are not more than two me mbers of that class, one member
present in person or by proxy;
(b) in any other case, two members, present in person or by proxy,
holding not less than one-third of the total voting rights of that
class:
Provided that the company’s Regulati ons may provide for a larger, but
not for a smaller, quorum.
176. (1) A certified true copy of ev ery special resolution of a general
meeting or of a class of members and of every resolution to which a
specified proportion of a class of me mbers have consented in which writing
and which would not have b een effective for its purpose, unless such written
consent had been given, without the pa ssing of a special resolution, shall be
forwarded to the Registrar for registratio n within twenty-eight days after the
passing or making thereof.
(2) Such copy shall be printed, t ypewritten, or in some other legible
form acceptable to the Registrar.
(3) A copy of every special resolution of a general meeting of the
company for the time being in force shall be embodied in or annexed to
every copy of the Regulations issued after the passing of the resolution:
Provided that, where the sole effect of the special resolution is to
amend the Regulations, this subsection sh all be sufficiently complied with if
every copy of the Regulations issued thereafter embodies the effect of the
amendment and refers to the date of the passing of the special resolution.
(4) If a company fails to comply with this section the company and
every officer of the company who is in default shall be liable to a fine not
exceeding five pounds for each default.
177. (1) Every company shall cause minutes of all proceedings of general
meetings and meetings of any class of members to be entered in a book or
books kept for the purpose.
(2) Any such minute, if purporting to be signed by the chairman of the
meeting at which the proceedings to ok place or of the next succeeding
meeting, shall be prima faci e evidence of the proceedings.

(3) Where minutes have been made in accordance with the provisions
of this section then, until the contrary is proved, the meeting shall be deemed
to be duly held, c onvened and conducted.
(4) If a company fails to comply with subsection (1) of this section the
company and every officer of the company who is in default shall be liable
to a fine not exceeding one hundred pounds.
178. (1) The books containing the minutes of proceedings of every general
meeting or class meeting of a company held after the commencement of this
Code, shall be kept at the registered office of the company and shall, during
business hours, subject to such reas onable restrictions as the company’s
Regulations may impose, but so that not less than two hours in each day,
other than a Saturday, Sunday or public holiday, be allowed for inspection,
be open to the inspection of any member without charge.
(2) Any member shall be entitled to be furnished, within ten days after
he has made a request in that behalf to the company with a copy of any such
minutes at a charge not exceeding one shilling for every hundred words.
(3) If any inspection required under th is section is refused or if any
copy required under this section is not sent within the proper time, the
company and every officer of the company who is in default shall be liable
in respect of each offence to a fine not exceeding five pounds for every day
during which the default c ontinued and the Court may, by order, compel an
immediate inspection or furnishing of a copy, as the case may be.
179. (1) For the purposes of this Code the expression “director” means those
persons, by whatever name called, who are appointed to direct and
administer the business of the company.
(2) Any person, not being a duly appointed director of a company,
(a) who shall hold himself out or knowingly allow himself to be held
out as a director of that company, or
(b) on whose directions or instructions the duly appointed directors
are accustomed to act,
shall be subject to the same duties and liabilities as if he were a duly
appointed director of the company:

Provided that nothing in this subsection contained shall be
deemed to derogate from the duties or liabilities of the duly appointed
directors, including the duty not to act on the directions or instructions
of any other person.
(3) If any person, not being a duly appointed director of a
company, shall hold himself out, or knowingly allow himself to be
held out, as a director of the company, or if the company shall hold
out such person or knowingly allow such person to hold himself out,
as a director of the company, such person or the company, as the case
may be, shall be liable to a fine not exceeding one hundred pounds.
(4) For the purposes of subsections (2) and (3) of this section a
person who is described as direct or of a company, whether such
description is qualified by the word “l ocal”, “special”, “executive”, or
in any other way, shall be deemed to be held out as a director of that
company.
180. (1) Every company incorporated af ter the commencement of this Code
shall have at least two directors.
(2) Every company incorporated pr ior to the commencement of this
Code shall, after the e xpiration of six months fr om the commencement of
this Code, have at least two directors.
(3) If at any time the number of directors is less than two in breach of
either of the foregoing subsections of this section and the company continues
to carry on business for more than fo ur weeks thereafter, the company and
every director and member of the comp any who is in default shall be liable
to a fine not exceeding five pounds for every day during which it so carries
on business after the expiration of such four weeks without having at least
two directors; and every director and member of the company who is
cognizant of the fact that it is and ca rrying on business with fewer than two
directors shall be jointly and severally liable for all the debts and liabilities
of the company incurred during that time.
(4) Subject as aforesaid the number of directors shall be fixed by or in
accordance with, the company’s Regulations.
181. (1) No person shall be appointed a director of a company unless he
shall prior to such appointment, have consented in writing to be appointed.

(2) The first directors of a company shall be named in the company’s
Regulations.
(3) Subject to the following subsections of this section and to sections
182 and 183 of this Code, the appointment of dir ectors shall be regulated by
the company’s Regulations and exce pt as otherwise provided in the
Regulations, section 272 of this Code shall regulate the appointment of
directors of a private company and sections 298 and 299 of this Code the
appointment of directors of a public company.
(4) The Regulations of a company may provide for the appointment of
a director or directors by any class of shareholders, debentureholders,
creditors, employees or any other person.
(5) Notwithstanding any provision in the company’s Regulations, any
casual vacancy in the number of directors may be filled by,
(a) the continuing director or directors notwithstanding that their
number may have been reduced belo w that fixed as the necessary
quorum of directors; or
(b) by an ordinary resolution of the company in general meeting:
Provided that,
(a) in exercising their power to fill such vacancy the directors shall
observe the rules laid down in sec tions 203 and 204 of this Code
and shall not appoint a ny person to be a direct or unless they have
taken reasonable steps to satisfy th emselves that he is a person of
integrity and suitable to be a director of the company;
(b) if the casual vacancy so filled is one which, under the terms of the
company’s Regulations, should be filled by an appointment by any
class of shareholders, debenture holders, creditors, employees, or
other person, the director appointed by the continuing directors or
by an ordinary resolution of the company in general meeting, as
the case may be, shall cease to hol d office so soon as any other
director is duly appointed in accordance with the Regulations.
182. (1) The following persons shall not be competent to be appointed or to
act as directors of a company, namely,

(a) an infant;
(b) anyone found by a competent court to be a person of unsound
mind;
(c) a body corporate;
(d) anyone in respect of whom an or der shall have been made under
section 186 of this Code so long as such order remains in force
unless leave to act as director has been given by the Court in
accordance with that section;
(e) an undischarged bankrupt, unless he shall have been granted leave
to act as director by the Court by which he was adjudged bankrupt.
(2) If any of the persons specified in subsection (1) of this section,
other than a body corporate, or pers on of unsound mind, shall act as a
director of any company or knowingl y allow himself to be appointed a
director, he shall be liable on convi ction to imprisonment for a term
not exceeding five years or to a fine not exceeding five hundred
pounds or to both such imprisonm ent and fine; and if any body
corporate shall act as a director or allow itself to be appointed a
director, the body corporate and ev ery officer thereof who knowing
permitted it so to act or to be appoint ed shall be liable to a fine not
exceeding five hundred pounds.
(3) If any company shall appoint any person as director in
contravention of this section the company and every director of the
company who is in defau lt shall be liable to a fine not exceeding five
hundred pounds.
(4) The company’s Regulations may lawfully provide that classes of
persons additional to those provided in subsection (1) of this section
shall be incompetent to be directors of the company.
183. (1) Unless the company’s Regulati ons otherwise provide, a director
need not be a member of the comp any or hold any shares therein,
(2) Where the Regulations require a director to hold a specified share
qualification, every director shall obtai n his qualification within two months
after his appointment or such shor ter period as may be fixed by the
Regulations; and his office shall be vacated if he shall fail to do so, or if at

any time after the expiration of that period he ceases to hold his
qualification:
Provided that if the company amends its Regulations so as to
introduce or increase the requirement of a share qualification every director
holding office at the date of such alte ration shall have two months thereafter
to obtain his qualification and sha ll not vacate office under this section
unless he fails to do so.
(3) A person vacating office under this section shall be incapable of
being re-appointed a director of the company until be has obtained his
qualification.
184. (1) The office of director shall be vacated if the director becomes
incompetent to act as a director by virtue of the provisions of section 182 of
this Code, or if he ceases to hold office by virtue of section 183 of this Code,
or if he resigns his office by notice in writing to the company.
(2) The company’s Regulations may lawfully provide for the
termination or vacation of office in circumstances additional to those
specified in the foregoing subsection.
185. (1) Subject to the provisions of section 300 of this Code and to the
following subsections, a company may by ordinary resolutio n at any general
meeting remove from office all or an y of the directors notwithstanding
anything in its Regulations or in any agreement with any director.
(2) A resolution to remove any di rector shall not be move at any
general meeting unless notice of the inte ntion to move it has been given to
the company not less than thirty-five da ys before the meeting at which it is
to be moved:
Provided that if after notice of the intention to move the resolution is
given to the company, a meeting is calle d for a date thirty-five days or less
after the notice has been given, the no tice shall be deemed to have been
properly given for the purposes of this subsection.
(3) The company shall give its me mbers notice of such resolution at
the same time and in the same manner as it gives notice of the meeting or, if
that is not practicable, shall give them notice thereof in the same manner as
notices of meetings are required to be given not less than twenty-one days
before the meeting.

(4) On receipt of notice of an intended resolution to remove a director
under this section the company sha ll forthwith send a copy thereof the
director concerned and such director, whether or not he is a member of the
company, shall be entitled,
(a) to be heard on the resolution at the meeting; and
(b) to send to the company a written st atement, copies of which the
company shall send with every notice of the general meeting or, if
the statement is received too late, shall forthwith circulate to every
person entitled under section 154 of this Code to notice of the
meeting in the same manner as noti ces of meetings are required to
be given:
Provided that the company need not se nd or circulate such statement,
(a) if is received by the company less than seven days before
the meeting, or
(b) if the Court, on application by the company or any other
person who claims to be aggr ieved, so orders upon being
satisfied that the statement is unreasonably long or that the
rights conferred by this section are being abused to secure
needless publicity for defamatory matter; and the Court may
order the costs of the applicant to be paid in whole or in part
by the director notwithstanding that he is not a party to the
application.
(5) Without prejudice to the direct or’s right to be heard orally
on such resolution, he may, unless th e Court shall have made an order
under the immediately preceding subs ection, also require that the
written statement by him be read to the meeting.
(6) A vacancy created by the removal of any director under this
section, if not filled at the meeti ng at which he is removed, may be
filled as a casual vacancy in accordance with section 181 of this Code,
(7) Nothing in this section sh all be taken as depriving any
director who has a service agreement with the company of any right to
compensation to which he may la wfully be entitled under such
agreement on the termination of his directorship or of any right to

damages if his removal from his directorship constitutes a breach of
such service agreement.
________________________________________________________
201. (1) Every company shall cause minut es of all proceedings of meetings
of its directors and any committee of directors to be entered in a book or
books kept for the purpose.
(2) Any such minute, if purporting to be signed by the chairman of the
meeting at which the proceedings to ok place or of the next succeeding
meeting, shall be prima faci e evidence of the proceedings.
(3) Where minutes have been made in accordance with the provisions
of this section then, until the contrary is proved, the meeting shall be deemed
to be duly convened, held , and conducted and all appointments of directors
shall be deemed to be valid.
(4) If a company fails to comply with subsection (1) of this section the
company and every officer of the compan y who is default shall be liable to a
fine not exceeding one hundred pounds.
202. (1) Notwithstanding subsection (3) of section 137 of this Code or any
provision in the company’s Regulations , the directors of a company with
shares shall not, without the approval of an ordinary resolution of the
company,
(a) sell, lease or otherwise dispose of the whole, or substantially the
whole, of the undertaking or of the assets of the company;
(b) issue any new or unissued shares, other than treasury shares, in the
company unless the same shall firs t have been offered on the same
terms and conditions to all the exis ting shareholders or to all the
holders of the shares of the cl ass or classes being issued in
proportion as nearly as may be to their existing holding;
(c) make voluntary contributions to any charitable or other funds,
other than pension funds for the benefit of employees of the
company or any associated company, of any amounts the
aggregate of which will, in any financial year of the company,
exceed one thousand pounds or two per centum of the income

surplus of the company at the end of the immediately preceding
financial year, whichever is the greater:
Provided that,
(a) no resolution of the company shall be effective as approving of
such transaction as is referred to in paragraph (a) of this
subsection unless it authorizes in terms the specific transaction
proposed by the directors;
(b) no resolution of the company shall be effective as approving of
such a transaction as is referre d to in paragraph (a) of this
subsection if passed more than one year before the issue of the
said shares unless such issue is in accordance with a scheme for
the time being in force relating to the issue of shares to or for the
benefit of persons bona fide in the employment of the company or
any of its associated companies.
(2) Notwithstanding any provisions of this Code or in the company’s
Regulations or in any resolution of the company in general meeting,
no new or unissued shares or treasury shares shall be issued to any
director or past director of the co mpany or of any associated Company
or to his nominee or to any body corporate controlled by him unless
the shares shall first have been offered on the same terms and
conditions to all the existing sharehol ders or to all the holders of the
shares of the class or classes be ing issued in proportion to their
existing holdings or, in the case of a public company, to members of
the public.
(3) For the purposes of the imme diately preceding subsection a body
corporate shall be deemed to be c ontrolled by a director if such body
corporate or its directors are accustom ed to act in accordance with the
directions or instructions of such director or his nominee or if at a
general meeting of such body corpor ate such director or his nominee
is entitled to exercise or control the exercise of one-third or more of
the voting power.
(4) Nothing in the foregoing s ubsections of this section shall
prohibit,
(a) the issue of any shares under a bona fide underwriting
agreement; or

(b) the issue to a director at a fair price payable in cash of such
shares, if any, as under the Re gulations of the company, he
is required to hold by way of share qualification.
(5) Unless the company’s Regulations shall otherwise provide the
directors of a company with shares shall not, without the approval of
an ordinary resolution of the comp any, exercise the company’s power
to borrow money or to charge any of its assets where the moneys to be
borrowed or secured, together with the amount remaining
undischarged of moneys already borrowed or secured, apart from
temporary loans obtained from the co mpany’s bankers in the ordinary
course of business, will exceed th e stated the stated capital for the
time being of the company.
(6) No person dealing with the comp any in good faith or registering
any disposition of, or title to, prope rty shall be concerned to see
whether the conditions, of this s ection have been fulfilled and the
provisions of sections 139 to 143 of this Code shall apply to any
transactions of the type referred to in this section notwithstanding that
such conditions have not been fulfilled.
203. (1) A director of a company stands in a fiduciary relationship towards
the company and shall observe the ut most good faith towards the company
in any transaction with it or on its behalf.
(2) A director shall act at all times in what be believes to be the best
interests of the company as a whole so as to preserve its assets, further its
business, and promote the purposes fo r which it was formed, and in such
manner as a faithful, diligent, careful and ordinarily skillful director would
act in the circumstances.
(3) In considering whether a particul ar transaction or course of action
is in the best interests of the company as a whole a director may have regard
to the interests of the employees, as well as the members of the company,
and, when appointed by, or as represen tative of, a special class of members,
employees, or creditors may give special , but not exclusive, consideration to
he interests of that class.
(4) No provision, whether containe d in the Regulations of a company,
or in any contract, or in any reso lution of a company shall relieve any

director from the duty to act in accordance with this section or relieve him
from any liability incurred as a result of any breach thereof.
204. The directors shall not, without th e approval of an ordinary resolution
of the company, exceed the powers c onferred upon them by this Code and
the company’s Regulations or exercise such powers for a purpose different
from that for which such powers were conferred notwithstanding that they
may believe such exercise to be in the best interests of the company.
205. Notwithstanding any provision in the company’s Regulations, a director
shall not, without the consent of the company in accordance with section 206
of this Code place himself in a positi on in which his duty to the company
conflicts or may conflict with his pers onal interests or his duties to other
persons, and in particular, without such consent a director shall not,
(a) use for his own advantage any money or property of the company
or any confidential information or special knowledge obtained by
him in his capacity of director;
(b) be interested directly or indir ectly, otherwise than merely as a
shareholder or debentureholder in a public company, in any
business which competes with that of the company; or
(c) be personally interested, directly or indirectly, in any contract or
other transaction entered into by the company except as provided
by section 207 of this Code.
206. (1) For the purposes of section 205 of this Code the company shall not
be deemed to have consente d unless after full disclosure of all material facts,
including the nature and extent of a ny interests of the directors, the
transaction concerned shall have been specifically authorized by an ordinary
resolution of the company which shall e ither have been agreed to by all the
members of the company entitled to atte nd and vote at a general meeting or
have been passed at a general mee ting at which neither the director
concerned nor the holders of any shares in which he is beneficially
interested, either directly or indirec tly, shall have voted as members on such
resolution.
(2) Consent in accordance with subs ection (1) of this section may be
given either before or after the occu rrence of the transaction to which it
relates:

Provided that a resolution of the company ratifying a transaction or
series of related transactions which has already taken place shall not be
effective for the purposes of such su bsection unless it was passed not later
than fifteen months after the date wh en the transaction or first of such
transactions took place.
207. (1) Unless otherwise provided in th e company’s Regulations a director,
notwithstanding section 205 of this Code, shall be entitled to enter into a
contract with the company and, subject to compliance with section 203 of
this Code and with subsecti on (2) to (7) of this section, such contract or any
other contract by the company in which a ny director is in any way interested
shall not be liable to be avoided nor sh all any director be liable to account
for any profit made thereby by reason of such director holding that office or
of the directors held after the, director becomes so interested.
(2) Every director who is in any wa y, whether directly or indirectly,
materially interested in any contract or proposed contract entered into or to
be entered into by or on behalf of the company shall declare the nature and
extent of his interest at a meeti ng of the directors of the company.
(3) In the case of a proposed contract the declaration required by this
section to be made by a director shall be made at the meeting of the directors
at which the question of entering into the contract is first taken into
consideration or, if the director was not at the date of that meeting interested
in the proposed contract, at the next meeting after he became so interested,
and in a case where the director become s interested in a contract after it is
made the said declaration shall be made at the first meeting of the directors
held after the director b ecomes so interested.
(4) For the purposes of this section, a general notice in writing given
to the directors of the company by a direct or to the effect that he is member
of a specified company or firm and is to be regarded as interested in any
contract which may, after the date of the notice, be made with that company
or firm, shall be deemed to be a sufficient declaration of interest in relation
to any contract or proposed cont ract so made or to be made:
Provided that,
(a) there is stated in the sa id notice the nature and extent of the interest of
the director in such company or firm;

(b) at the time the question of confirming or entering into contract is first
taken into consideration the extent of his interest in such company or
firm is not greater than is stated in the notice;
(c) no such general notice shall be of any effect unless either it is given at
a meeting of the directors, or th e director giving notice takes all
reasonable steps to the secure that it is brought up and read at the next
meeting of directors after it is given;
(d) such a general notice shall not be effective for more than twelve
months but may from time to time be renewed.
(5) A director of the company shall not enter into any contract on its
behalf in which he or, to his knowledg e, any director of the company or
any associated company is in any way materially interested, whether
directly or indirectly, until a resolu tion has been passed by the directors
approving thereof.
(6) In the case of any proposed contract in which such officer is
himself interested he shall, prio r to the passing of the approving
resolution, declare the nature and extent of his interest therein at a
meeting of directors or by written notice given to the directors.
(7) A director shall not vote in resp ect of any contract or arrangement
in which he is materially interested a nd if he shall do so his vote shall not
be counted, nor shall he be counted in the quorum required for that
business, but neither of thes e prohibitions shall apply to,
(a) any arrangement for giving any director any security and
indemnity in respect of money lent by him to or obligation
undertaken by him for the benefit of the company; or
(b) any arrangement for the giving by th e company of any security to
a third party in respect of a debt or obligation of the company for
which the director himself has assumed responsibility in whole or
in part under a guarantee or i ndemnity or by the deposit of a
security; or
(c) any contract by a director to subs cribe for or underwrite shares or
debentures of the company.

(8) A copy of every declaration made and notice given in pursuance of
this section shall, within three days after the making or giving thereof,
be entered in a book kept for this purpose.
(9) Such book shall be open for in spection without charge by any
director, secretary, aud itor or member of the co mpany at the registered
office of the company and shall be produced at every general meeting
of the company, and at any meeting of the directors if any director so
requests in sufficient time to enab le the book to be available at
meeting.
(10) Any director who fails to comp ly with any of the provisions of
this section and any officer who fails to comply with subsections (5)
and (6) of this section shall be liable to a fine not exceeding one
hundred pounds.
(11) If a company fails to comply w ith subsections (8) and (9) of this
section the company and every offi cer of the company who is in
default shall be liable to a fine not exceeding one hundred pounds and
if any inspection or pr oduction required hereunder is refused the Court
may by order compel an immediate inspection or production.
(12) For the purpose of this section an interest merely as holder of
debentures, or of not more than tw o per centum of the shares or any
class of shares, of a public compa ny shall not be deemed to be a
material interest.
208. Unless otherwise provided in the company’s Regulations, any director
may, notwithstanding section 205 of this Code, act by himself or his firm in
a professional capacity for the company, except as auditor, and he or his firm
shall be entitled to proper remuneration for professiona l services as if he
were not a director.
209. If a director commits any breach of his duties under sections 203 to 205
of this Code, of
(a) the director and any other person who knowingly participated in
the breach shall be liable to comp ensate the company for any loss
it suffers as a result of such breach;
(b) the director shall account to the company for any profit made by
him as a result of such breach; and

(c) any contract or other transaction entered into between the director
and the company in breach of such duties may be rescinded by the
company.
210. (1) Proceedings to enforce the lia bilities referred to in the immediately
preceding section or to restrain a threatened breach of any duty under
sections 203 to 205 of this Code or to recover from any director of the
company any property of the company ma y be instituted by the company or
by any member of the company.
(2) Proceedings may be instituted by the company on the authority of
the board of directors or of any recei ver and manager or liquidator of the
company, or of on ordinary resolutio n of the company which shall either
have been agreed to by all the memb ers of the company entitled to attend
and vote at a general meeting or have been passed at a general meeting.
(3) At such general meeting neither the proposed defendants nor the
holders of any shares in which they or any of them are beneficially interested
shall vote on such resolution and if th ey do vote their votes shall not be
counted.
(4) After an investigation of the affairs of the company, proceedings
may, pursuant to section 225 of this Code , also be instituted in the name of
the company by the Registrar.
(5) Where proceedings are institute d by a member he shall sue in a
representative capacity on behalf of hi mself and all other members, except
any that are defendants to the acti on, and shall join the company as a
defendant; and to any such representa tive action the provisions of section
324 of this Code shall apply.
(6) The Court, on the applica tion of any defendant, may stay
proceedings by such member if satisfi ed that, in all the circumstances,
including his participation in transaction complained of and the
circumstances in which he became a memb er, it is inequitable that he should
be allowed to have the conduct of the action, and may, if it shall think fit
order such member to give security for payment of the costs of the
defendants and may direct that the action or any part of it shall be heard in
chambers.
(7) No period of limitation shall apply to any procee dings under this
section, but in any such proceedings the Court may relieve a director from

liability in whole or in part and on such terms as it thinks fit if, in all the
circumstances including lapse of time, th e Court thinks it equitable so to do.
(8) In any proceedings under this section the Court shall have power
when justice so requires, to order that any sum found to be payable by any
defendant shall be restored, in whole or in part, to members or former
members of the company inst ead of to the company itself; and in that event
the Court may order that the necessary enquiries shall be made to ascertain
the identity of the members and former members concerned and may give
such consequential directions as may be necessary or expedient.
(9) No proceedings under this sec tion shall be dismissed, settled or
compromised without the approval of th e Court after notice of the proposed
dismissal, settlement or compromise ha s been given to all members of the
company and to the Registrar in su ch manner as the Court directs.
(10) Within the time prescribed by such notice any member of the
company and the Registrar may appear and call the attention of the Court to
any matters which seem re levant and may give evidence and call witnesses.
(11) If the Court shall not approv e the dismissal or compromise it may
give the conduct of the action to any member willing to continue the same,
or to the Registrar in the name of the company, making such consequential
orders regarding the parties to the acti on or otherwise as may be necessary or
expedient.
____________________________________________________________
Table B. – Regulations of a Co mpany Limited by Guarantee
1. The name of the company is the Ghana Historical Society hereinafter
called the “Society”.
2 The objects from which the Society is formed are,
(a) to promote the study of history an d in particular the history of
Ghana and of the African continent;
(b) to provide a central organization in Ghana for teachers, students
and research workers in historical studies;

(c) to provide opportunities for the reading of papers, the delivering
of lectures, and for the acquisition and dissemination of historical
information;
(d) to sponsor historical research a nd to provide fellowships, grants
scholarships and bursaries for students of history;
(e) to publish or assist in the publication of the proceedings of the
Society and of books, articles and papers on historical subjects.
3. The income and property of the Soci ety, whencesoever derived, shall be
applied solely towards the promotion of the objects of the Society as set
forth in the immediately preceding regul ation and no portion thereof shall be
paid or transferred, directly or indi rectly, by way of dividend, bonus or profit
to any person who is a member of the Society or of its Council:
Provided that,
(a) nothing herein contained shall pr event the payment in good faith,
of reasonable and proper remuneration to any officer of the
“Society” or to any member of the Society in return for any
services actually rendered to th e Society nor prevent the payment
of interest at a rate not ex ceeding six per centum per annum on
money lent, or reasonable and prope r rent for premises let to the
Society;
(b) no member of the Council of the Society shall be appointed to any
salaried office of the Society or office of the Society paid by fees;
(c) no remuneration of other benefit in money or moneys worth shall
be given by the Society to any member of the Council except
repayment of out-of-poc ket expenses and interest at the rate
aforesaid on money lent or reasona ble and proper rent for premises
let to the Society.
4. Pursuant to secti on 24 of the Companies Code, 1963 (Act 179), the
Society has, for the furtherance of its authorized objects, all the powers of a
natural person of full capacity except in so far as such powers are expressly
excluded by these Regulations.
5. (1) The board of directors of the Society shall be known as the Council.

(2) The first members of the Council are,
John Mensah
George Kojo
Kwame Kofi
William Kwaku
John Harold Brown
Charles Crabbe
Thomas Kobina
Henry Jones, and
Herbert Henry Smith.
6. The powers of the Council are limited in accordance with section 202 of
the Code.
7. The liability of the members is limited.
8. Each member of the Society undertak es to contribute to the assets of the
Society in the event of its being wound up while he is a member or within
one year after he ceases to be member, for payment of the debts and
liabilities of the Society and of the co sts of winding up such amount as may
be required not exceeding ten pounds.
9. If upon the winding up or dissolu tion of the Society there remains after
the discharge of its debts and liabilities a ny property of the Society, the same
shall not be distributed among the member s but shall be transferred to some
other company limited by guarantee having objects similar to the objects of
the Society or applied to some char itable object, such other company or
charity to be determined by ordinary resolution of the members in general
meeting prior to the dissolution of the Society.
Ordinary members
10. (1) The subscribers of these Regula tions and such other persons as the
Council shall admit to ordinary membership shall be members of the
Society.

(2) The members in general meeting may by ordinary resolution prescribe
qualifications for membership of th e Society and unless the resolution
otherwise provides no person shall thereaft er be admitted to membership by
the Council unless he has the prescribed qualifications.
Associate Members
11. (1) The Society in general meeti ng may resolve by ordinary resolution
that the Council may admit to associat e membership of the Society and may
prescribe qualifications for such associate membership.
(2) Associate members shall be permitted to take part in such
proceeding and functions of the Society as the resolution shall prescribe or,
in default of prescription, as the Council shall think fit, but shall not be
members of the Society in its corporate capacity and shall not have any vote
on any resolution at any ge neral meeting of the society, or be counted
towards a quorum.
Honorary Membership
12. (1) The Society in general meeti ng may resolve by ordinary resolution
that the Council may admit to honorary membership of the Society any
person, who in the opinion of the Council has rendered signal service to the
Society or to any of the objects which the Society is formed to promote.
(2) An honorary member, unless al so admitted as an ordinary member of
the Society, shall have the same rights as an associate member and if also
admitted as an ordinary member shall have the same rights as an ordinary
member but shall not be liable to pa y any subscription to the Society.
Resignation or Exclusion of Members
25. Subject, in the case of ordinary members of the Society, to
compliance with section 10 of the Code,
(a) any ordinary associate or honorary member may
resign, his membership by notice in writing to the
Council;
(b) the Council may in its discretion exclude from
membership of the Society any or dinary or associate member;

(i) if the subscription payable to the Society by such
ordinary or associate member shall be unpaid six months
after the same shall have be come due and payable; or
(ii) if in the opinion of the Council the continued
membership of such person would be detrimental to the
interests of the Society or to the furtherance of is objects.
Subscriptions
14. (1) Ordinary and associate member s shall pay such annual subscriptions
as the members in general meeti ng on the recommendation of the Council
shall determine by ordinary re solution from time to time.
(2) The subscription shall be due and payable on admission to
membership and thereafter on the first day of January in each year or on
such other date as the resolution shall provide.
(3) The subscription may differ as between ordinary and associate
members and a different subscription may be prescribed in the case of
corporate bodies admitted to member ship or in the case of any person
admitted to membership as representin g any institution or unincorporated
association.
Accounts and Audit
15. The Council shall cause proper books of account to be kept and an
income and expenditure account and bala nce sheet to be prepared, audited
and circulated in accordance with sections 123 to 133 of the Code.
16. Auditors, qualified in accordance wi th section 296 of the Code, shall be
appointed and their duties regulated in accordance with section 134 to 136 of
the Code.
General Meetings and Resolutions
17. Annual general meetings shall be held in accordance with section 149 of
the Code.
18. Extraordinary genera l meetings may be convened by the Council
whenever they think fit in accordan ce with section 150 of the Code, and
shall be convened on the requisition of ordinary members in accordance with
section 297 of the Code.

19. Notice of general meetings shall be given in accordance with sections
15 to 159 of the Code and accompanied by any statements required to be
circulated therewith in accordance with sections 157 to 159 of the Code.
20. General meetings may be attende d by the persons referred to in section
160 of the Code and the quorum required shall be as stated section 161 of
the Code.
21. A member shall not be entitled to attend or vote at any general meeting
by proxy.
22. A body corporate which is a me mber of the Society may attend and
vote at any general meeting by a repres entative appointed in accordance with
section 156 of the Code.
23. (1) General meetings shall be conducted in accordance with sections
166 to 173 of the Code.
(2) The President, or in his absen ce the Vice-President of the Society,
shall preside as chairman at every general meeting but if neither is present
within five minutes after the time a ppointed for holding the meeting the
members present shall choose one of th eir number to be chairman of the
meeting.
(3) On a poll being demanded on a ny resolution at a general meeting
the chairman of the meeting may dir ect a postal ballot of the ordinary
members in accordance either subsections (6), (7) and (8) of section 170 of
the Code and shall so direct if an ordi nary resolution to that effect is moved
at the meeting and passed on a show of hands or if the resolution concerned
is,
(a) a special resolution, or
(b) any such resolution as is referred to in regulation 9, 10, 11, 12 or
14 of these Regulations.
24. In accordance with section 174 of the Code a resolution in waiting
signed by all the members, or being bodies corporate by their duly
authorized representatives, shall be as valid and effective for all purposes,
except as provided by such section 174, as if the same had been passed at a
general meeting of the Society duly conve ned and held, and if described as a

special resolution shall be deemed to be a special resolution within the
meaning of the Code and these Regulations.
25. Minutes of general meetings shall be kept in accordance with section
177 of the Code.
Votes of Members
26. Each ordinary member present at any general meeting shall have one
vote on a show of hands or a poll and if a postal ballot is directed in
accordance with regulation 23 hereof and subsections (6), (7) and (8) of
section 170 of the Code, each ordinary member, whether or not present at
the meeting, shall have one vote.
The Council
27. The number of members of the Council, not being less than two or
more than twelve, shall be determ ined by ordinary resolution of the
members in general meeting and until so determined shall be nine.
28. The continuing members of the Council may act notwithstanding any
vacancy in their body; but if and so long as their number is reduced below
two or below the number fixed by the Council as the necessary quorum, they
may act for four weeks after the number is so reduced, but thereafter may act
only for the purpose of increasing their number to that number or of
summoning a general meeting of the Society and for no other purpose.
29. Members of the Council shall be appointed from among the ordinary
members of the Society in mann er following, that is say,
(a) at the first annual general mee ting of the Society all the members
of the Council shall retire from office a nd at the annual general meeting in
any subsequent year one-third of their number or, if their number is not three
or a multiple of three, then the numbe r nearest one-third, shall retire form
office;
(b) the members of the Council to retire in every year shall be those
who have been longest in office since their last election, but as between
persons who became members on the same day those to retire shall, unless
they otherwise agree among themse lves, be determined by lot:

(c ) election to the Council shall be by secret ballot which shall be
conducted in the following manner, that is to say.
(i) any ordinary member wishing to nominate another ordinary
member or members for election to the Council shall notify the
Secretary in writing, accompanied by the nominee’s consent in
writing, at least twenty-one clear day before the date of the
annual general meeting of the So ciety. A retiring member shall
be eligible for re-election w ithout nomination and shall be
deemed to offer himself for re -election unless he notified the
Secretary in writing at least twenty -one days before the date of
the annual general meeting, that he does not wish to stand for re-
election;
(ii) if the number of nominees competent for appointment as members
of the Council and retiring members offering themselves for re-
election exceeds the number of vacanci es to be filled, the Secretary
shall, at least fourteen days before the date of the general annual
meeting, send to each ordinary me mbers a ballot paper containing a
list of the names of such nominees and retiring members offering
themselves for re-election requesting him to indicate by means of a
distinctive mark on the ballot paper the names of the persons of the
persons for whom he votes. Each member may vote for one or more
persons not exceeding in number the nu mber of vacancies to be filled;
(iii) no ballot paper shall be valid unless returned to the
registered office of the Society not less than twenty-four
hours before the time appoint ed for the annual general
meting and shall be counted by scrutineers appointed at
the meeting who shall info rm the chairman of the
meeting of the votes obtained by each candidate. The
chairman shall then announce the names of the successful
candidates to the meeting. No ballot paper shall be valid
on which votes have been cast in excess of the number of
vacancies, and I case of doubt as to the validity of a
ballot paper or the intention of the voter the decision of
the chairman of the meeting sh all be final and conclusive;
(iv) if the number of compet ent nominees and retiring
members offering themselves for re-election does not
exceed the number of vacan cies, the chairman of the

meeting shall declare the candidates duly elected. If the
number so elected is less th an the number of vacancies,
the remaining vacancies may be filled as casual
vacancies.
(d) any casual vacancy in the number of members of the Council may
be filled by the Council or by ordi nary resolution of the members
in general meeting in accordance with section 181 of the Code.
30. The persons referred to in sect ion 182 of the Code shall not be
competent to be appointed members of the Council.
31. Membership of the Council shall be vacated in accordance with section
184 of the Code and any member may be remove from the Council in
accordance with section 185 of the Code.
32. (1) The proceedings of the Council shall be regulated by section 200 of
the Code.
(2) At all meetings of the Council the President, or in his absence, the
Vice-President if present, shall be chairman.
33. Minutes of meetings of he C ouncil and of any committee of the Council
shall be kept in accordance w ith section 201 of the Code.
Powers and Duties of the Council
34. (1) The activities of the Societ y shall be managed by the Council who
may pay all expenses incurred in prom oting and registering the Society.
(2) Subject to section 202 of th e Code, the Council may exercise all
such powers of the Society, including power to borrow money and to
mortgage or charge any property and to issue debentures, as are not by the
Code or these Regulations required to be exercised by the members in
general meeting.
35. In any transaction with the Society or on its behalf and in the exercise of
their powers the members of the Co uncil shall observe the duties and
obligations imposed on them by sec tions 203 to 205 of the Code.
36. To the extent permitted by regulatio n 3 of these Regulations and subject
to compliance with section 207 of the Code, a member of the Council may
enter into a contract with the Society a nd such contract or any other contract
of the Society in which any member of the Council is in any way interested

shall not be liable to be avoided, nor shall any member of the Council be
liable to account for any profit made thereby by reason of his being a
member of the Council or of the fiducia ry relationship thereby established.

President and Vice-President.
37.(1) The Council at their first meeting and at their first meeting held after
each annual general meeti ng shall elect from their members a President and
Vice-President of he Society who shall hold office for the ensuing year or
until their successors are elected.
(2) Any vacancy occurring in these offi ces shall be filled in like manner at
the next meeting of the Council held after the occurrence of the vacancy.

Committees
(1) The Council may appoint committees from among their own
members or from the member s of the Society or from a combination of both.
(2) The President, or if he is unable or unwilling to act, the Vice-
President, shall ex-officio be a member of every committee.
(3) The terms of reference and duration of office of all committees
shall be prescribed by the Council and such committees shall be deemed to
be committees of he Council fo r the purposes of the Code.

Secretary and Treasurer and Officers
39. (1) The Council shall appoint a Secr etary and a Treasurer or a Secretary
Treasurer who may be one of their own members or a member of the Society
or neither.
(2) If one of their own number is appointed the office shall be an
honorary one without remuneration.
(3) The Council may also appoint such other officers and agent as
may be necessary or expedient.

The Seal
40. (1) The Council shall be empowered to adopt a common seal for use by
the Society and shall provide for the safe custody thereof.
(2) The seal shall only be used by the authority of the Council or of a
committee of the council authorized by the Council in that behalf, and every

instrument to which the seal shall be affixed shall be signed by a member of
the Council and shall be c ounter signed by the Secretary or a second member
of the Council or by some other pe rson appointed by the Council for the
purpose.

41. Any document may be served by the Society on any ordinary member,
debentureholder or member of the Council in manner provided by section
262 of the Code and may be served in like manner on any associate or
honorary member either personally or at the address supplied by him to the
Society for the purpose of service of notices.
Interpretation
42. In those Regulations, unless the context otherwise requires,
(a) “Code” means the Companies C ode, 1963 (Act 170), or any
statutory modification or re-enactment thereof;
(b) words or expression shall have th e same meaning as in the Code;
(c) references to section of the Code shall mean such sections as
modified or re-enacted from time to time,
We the undersigned are desirous of forming an incorporated company in
pursuance of these Regulations and we agree to become members thereof
and to accept liability in accordance w ith regulation 8 of these Regulations.

Names, Addresses and Descriptions or Occupation

John Mensah of the University College of Ghana, Legon, Accra,
University Teacher
George Kojo of the University College of Ghana, Legon, Accra,
University Teacher.
Kwame Kofi of the University College of Ghana, Legon, Accra,
University Teacher.
William Kiraku of the University Co llege of Ghana, Legon, Accra,
University Teacher.
John Harold Brown of Achimota School, Achimota, Accra, School
Teacher
Charles Crabbe of Mfantsipim School, Cape Coast, School School
Teacher
Patrick Kobina of St. Augustine’s School, Cape Coast, School
Teacher
Henry Jones of Adisadel Scho ol, Cape Coast, School Teacher
Herbert Henry Smith of 117 Fi rst Avenue, Cantonments, Accra,
Author
Margaret Ward of Aburi Girl s’ School, Aburi School Teacher.

Dated the 22 nd day of November, 1961.
Witness to the above signatures:
Name: Charles Robinson

Address: Nkrumah Circle, Accra
Description or Occupation: Legal Practitioner:

NOTES ON TABLE B
Regulations in the form of regulations 1 to 9 must be expressly stated in the
Regulations lodged for registration. The remaining regulations may be
adopted by reference by stating:
“10, Regulations 10 to 42 in Table B in the Second Schedule to
the Companies Code, 1963 (Act 179), shall apply”.
If it is desired to exclude any such regulations insert after Companies Code,
1963 (Act 179), the words “except regulations”.
If it is desired to exclude Table B completely insert instead of the above:
“10. The regulations contained in Table B in the Second Schedule to
the Companies Code, 1963 (Act 179), shall not apply except in so far as they
are repeated or contained in these Regulations”.

1. Regulation 1.___ “Association”, “Club”, “College”, “School” or the
like should be substituted for “Society” as appropriate. If Table B is adopted
there should then be added to the adop ting clause given above “but so that
any reference therein to “the Society” shall be deemed to be a reference to
“the Association” (or “the Club”.
2. Regulation 3. ___ In accordance w ith section 16 (5) of the Code the
Registrar may permit modifications to the form of this regulation where
appropriate. In some circumstances it mi ght be appropriate to allow some of
the following additions to the proviso:
“nor shall prevent the gratuitous distribution among, or sale at a
discount to, members of the Society of any books or other publications,
whether published by the Society or ot herwise, relating to any of its
foregoing object”.
“nor shall prevent the bona fide relieving or assisting of persons, or
the wives, widows, families or relatio ns of persons who, having been
members of he Society, have ceased to be so and have become poor and
necessitous, or are dead”.
“nor be deemed to exclude a ny member of the Society from the
benefit of any fellowship, grant, scholar ship or bursary made in furtherance
of any object of the Society”.
“nor shall prevent any member who may be a successful exhibitor at
any exhibition or show held or promot ed by the society form receiving as
such exhibitor any prize, medal or other recognitio ns which may be awarded
to him”.

“nor shall prevent the payment of reasonable fees for acting as an
examiner appointed by (the College)”.
3. Regulation 5. ___ “In some cases, for example, if the company is to
run a school or college, it may be appropriate to substitute “Board of
Governors” for “Council”. In that event, if Table B is adopted there should
be added to the adopting clause give n above “but so that any reference
therein to the Council or “the member of the Council” shall be deemed to be
a reference to the Board of Governors the Governors as the case may be”.
4. Regulation 8. ___ Provided th e total amount guaranteed by the
subscribers is at least one hundred pounds, the amount of the individual
guarantee may be smaller or larger than ten pounds.
5. After Regulation 9. ___ If the comp any is to be a private company
insert here:
9A. The Society is a privat e company and accordingly,
(a) the number of members and debentureholders of the Society,
exclusive of persons who are bona fide in the employment of the Society and
of persons who having been formerly bona fide in the employment of the
Society were while in such employm ent and have continued after the
determination of such employment to be members or debentureholders of
the Society, is limited to fifty:
Provided that where two or more pe rsons hold one or more debentures
jointly they shall for the purpose of this regulation be treated as a single
debentureholder;
(b) the Society is prohibited from making any invitation to the public
to acquire any of its debentures;
(c) the Society is prohibited from making any invitation to the public
to deposit money for fixed periods or payable at call, whether hearing
or not hearing interest”.
6. Regulation 16___ If the company is a private company, this regulation
should be deleted and th e following substituted:
“16. Auditors, qualified in accord ance with section 270 of the Code,
shall be appointed and their duties regul ated in accordance with section 134
to 136 of the Code.”
7. Regulation 18 ___ If the company is a private company, this regulation
should be deleted and another substitute d in similar terms except that the
final words should read “in accordance with section 271 of the Code”.
8. Regulation20 ___ If it is desired to increase the size of the quorum this
regulation should be dele ted and another substituted stating the larger
quorum required. If, however, the prov isions in regulation 23 regarding a
postal ballot are retained, a sma ll quorum is unlikely to matter.

9. Regulation 21 ___ Proxy voting is not compulsory in the case of
guarantee companies (section 163) and is usually regarded as inappropriate.
If it is desired to provide for it this regulation should be deleted and another
substituted based on regulation 50 of Table A Part 1 and regulation 52 of
Table A Part II.
10. Regulation 22 ___ If proxy voting is allowed, this regulation should be
deleted and another substi tuted based on regulation 51 of Table A part I and
regulation 53 of Table A Part II.
11. Regulation 29 ___ It will often be desirable to delete this regulation and
to substitute an alternative method of election. The method provided in the
regulation provides a suitable procedure for clubs, societies and associations
but will rarely be appropriate for schools or colleges, which may prefer to
rely on sections 181 and 272 or 298 and 299 of the Code.
12. Regulations 37 and 38 ___ Thes e regulations may be inappropriate
(without amendment) in the case of clubs, schools and colleges.
13. Subscription of Regulations ___ There is no minimum or maximum
number of subscribers but the total guaranteed by the subscribers must not
be less than one hundred pounds. Sin ce the amount of the guarantee has
been fixed by regulation 8 at ten p ounds, in this model there are ten
subscribers.

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