AN ACT TO REPEAL AND REPLACE A LAW

RELATING TO COMPANIES AND OTHER ASSOCIATIONS, TO

PROVIDE FOR MORE COMPREHENSIVE PROVISIONS FOR
REGULATION AND CONTROL OF COMPANIES, ASSOCIATIONS
ACT NO. 15 OF 2013

SECTIONS TITLE

PART I
PRELIMINARY PROVISIONS

1. Short title and Commencement.

2. Interpretation.

PART II
INCORPORATION OF COMPANIES AND MATTERS
INCIDENTAL THERETO

3. Memorandum of Association Mode of forming incorporated company.

4. Requirements with respect to memorandum.
5. Attestation and Signature of memorandum.
6. Restriction and alteration of memorandum.
7. Mode and extent to which objects of company may be altered.
8. Articles of Association prescribing regulations for companies.
9. Regulations required in case of un-limited company or company.
10. Adoption and application of Table A.
11. Printing and signature.
12. Alteration of article by special resolution.
13. Statutory forms of memorandum and articles.
14. Registration of memorandum and articles.
15. Effect of registration.
16. Conclusiveness of certificate of incorporation.
17. Registration of unlimited company as limited.
18. Provisions with Respect to Names of Companies Change of name.
19. Power to dispense with “limited” in name of charitable and other
companies.
20. Power to require company to abandon misleading name.
21. Offences and Penalty for improper use of “limited”.
22. General Provisions with respect to Memorandum and Articles Effect of
memorandum .
23. Provision as to memorandum and articles of companies limited by
guarantee.
24. Alterations in memorandum or articles increasing liability to contribute to
share capital not to bind existing members without consent.
25. Power to alter conditions in memorandum which could have been
contained in articles.
26. Copies of memorandum and articles to be given to members.
27. Issued copies of memorandum to embody alterations.
28. Definition of member.
29. Membership of holding company.
30. Meaning of private company.
31. Consequences of default in complying with conditions constituting a
company a private company
32. Company ceasing to be private company.
33. Members severally liable for debts where business carried on with fewer
than seven, or in the case of private company two, members.
34. Register of Member.

PART III
A COMPANY’S CAPCITY AND RELEATED MATTERS

35. Capacity of company and power of directors to bind it.

36. Power of directors to bind the company .
37. Constitutional limitations: transactions involving directors or their
associates.
38. Constitutional limitations: companies that are charities.
39. Company contracts.
40. Execution of documents.
41. Common Seal.
42. Execution of deeds.
43. Execution of deeds or other documents by attorney.
44. Authentication of documents.

PART IV
SHARE CAPITAL AND DEBENTURES

45. Prospectus Public and private companies.

46. Dating of prospectus.
47. Matters to be stated and reports to be set out in prospectus.
48. Expert’s consent to issue of prospectus containing statement by him.
49. Registration of prospectus.
50. Restriction on alteration of terms mentioned in prospectus or statement in
lieu of prospectus.
51. Civil liability for mi-statements in prospectus.
52. Criminal liability for mis-statements in prospectus.
53. Document containing offer of shares or debentures for sale to be deemed
prospectus.
54. Interpretation of provisions relating to prospectuses.
55. Allotment Prohibition of allotment unless minimum subscription
received.
56. Prohibition of allotment in certain cases unless statement in lieu of
prospectus delivered to Registrar.
57. Effect of irregular allotment.
58. Applications for, and allotment of shares and debentures.
59. Allotment of shares and debentures to be dealt in on stock exchange.
60. Return as to allotments.
61. Power to pay certain commissions and prohibition of payment of all other
commissions, discount, etc.
62. Prohibition of provision of financial assistance by company for purchase
of or subscription for its own, or its holding company's shares.
63. Construction of references to offering shares of debentures to the public.
64. Application of premiums received on issue of shares.
65. Power to issue shares at a discount.
66. Power to issue redeemable preference shares.
67. Power of company to arrange for difference amounts being paid on shares
68. Reserve liability of limited company
69. Power of company limited by shares to alter its shares capital.
70. Notice to Registrar of consolidation of share capital, conversion of shares
into stock, etc.
71. Notice of increase of share capital.
72. Power of unlimited company to provide for reserve share capital on re-
registration.
73. Power of company to pay interest out of capital in certain cases.
74. Reduction of Share Capital Special resolution for reduction of share
capital.
75. Directors' Certificate for solvency.
76. Application to Court for creditors objecting to the reduction.
77. Liability of members and directors in respect of reduced shares.
78. Variation of Shareholders’ Rights of holders of special classes of shares.
79. Transfer of Shares and Debentures, Nature of shares.
80. Share depositories.
81. Numbering of shares.
82. Transfer not to be registered except on production of instrument of
transfer.
83. Transfer by legal representative.
84. Registration of transfer at request of transferor.
85. Notice of refusal to register transfer.
86. Certification of transfers.
87. Duties of company with respect to issue of certificates.
88. Certificate to be evidence of title.
89. Evidence of grant of probate.
90. Issue and effect of share warrants to bearer.
91. Penalty for impersonation of shareholder.
92. Offences in connection with share warrants
93. Special Provisions as to Debentures Provisions as to register of debenture
-holders.
94. Right of Register of debenture holders to have copies of register and trust
deeds.
95. Liability of trustees for debenture-holders.
96. Perpetual debentures.
97. Power to re-issue redeemed debentures in certain cases.
98. Specific performance of contracts to subscribe for debentures.
99. Payment if certain debts out of assets subject to floating charge in priority
to claims under the charge.
PART V
REGISTRATION OF CHARGES

100. Registration of Charges with Registrar Registration of Charge.

101. Duty of company to register charges created by company.
102. Duty of company to register charges existing on property acquired.
103. Register of charges to be kept by Registrar.
104. Endorsement of certificate of registration on debentures.
105. Entries of satisfaction and release of property from charge
106. Rectification of register of charges.
107. Registration of enforcement of security.
108. Copies of instruments creating charges to be kept by company.
109. Company's register of charges.
110. Rights to inspect copies of instruments creating mortgages and charges
and company's register of charges
111. Application of Part IV to charges created, and property subject to charge
acquired, by company incorporated outside Zanzibar.

PART VI
MANAGEMENT AND ADMINISTRATION

112. Resgistered Office and Name Registered office of Company.

113. Publication of name by company.
114. Statement of Amount of Paid-Up Capital Statement of amount of capital
subscribed and amount paid up.
115. Restriction on commencement of business.

116. Register of members.

117. Index of members.
118. Provisions as to entries in register in relation to share warrants.
119. Inspection of register and index.
120. Consequences of failure to comply with requirements as to register owing
to agent's default.
121. Power to close register.
122. Power of Court to rectify register.
123. Trusts not to be entered on register.
124. Register to be evidence.
125. Power of company to keep branch register.
126. Regulations as to branch.
127. Stamp duties in case of share registered in branch registers.
128. Provisions as to branch registers of companies kept in Zanzibar.
129. Annual Return to be made by company having a share capital.
130. Annual Return to be made by company not having a share capital.
131. Time for completion of annual return.
132. Documents to be annexed to annual return.
133. Certificates to be sent by private company with annual return.
134. Exemption, in certain cases, of private companies, from requirements of
Section 133.
135. Meetings and Proceedings Statutory meeting and statutory report.
136. Annual general meeting.
137. Convening of extraordinary general meeting on requisition.
138. Length of notice of calling meetings.
139. General provisions as to meetings and votes.
140. Power of Court to order meetings.
141. Proxies.
142. Right to demand a poll.
143. Voting on a poll.
144. Representation of corporations at meetings of companies and of creditors.
145. Circulation of members' resolutions, etc.
146. Extra-ordinary and special resolutions.
147. Resolutions requiring special notice.
148. Registration and copies of certain resolutions and agreements.
149. Resolutions passed at adjourned meetings.
150. Written resolutions.
151. Minutes of proceedings of meeting of company and of directors and
managers.
152. Inspection of minutes books.
153. Accounts Audit Keeping of books of Accounts.
154. Accounting period, Profit and Loss Account and Balance Sheet.
155. General provision as to contents and forms of accounts.
156. Obligation to lay group accounts before holding company.
157. Form of group accounts.
158. Contents of Group Accounts
159. Financial Year of holding company and subsidiary.
160. Meaning of "holding company" and "subsidiary"
161. Signing of Balance Sheet.
162. Accounts and Auditors' Report to be annexed to balance sheet.
163. Directors' Report to be attached to balance sheet.
164. Right to receive copies of balance sheet and auditors' report.
165. Appointment and remuneration of Auditors.
166. Provisions as to resolutions relating to appointment and removal of
auditors.
167. Disqualifications for appointment as auditor.
168. Auditors' report and right of access to books and to attend and be heard at
general meetings.
169. Construction of references to documents annexed to accounts.
170. Investigation by the Registrar.
171. Inspection Investigation of company's affairs on application of members
172. Investigation of company's affairs in other cases.
173. Power of inspectors to carry investigations into affairs related to
companies.
174. Production of documents and evidence on investigation.
175. Inspector's report.
176. Proceedings on inspector's report.
177. Expenses of investigation.
178. Inspector's report to be evidence.
179. Appointment and powers of inspectors to investigate ownership of
company.
180. Destroying mutilating etc, company documents.
181. Saving for advocates and bankers.
182. Investigation of foreign companies
183. Dividends
184. Directors and Other Officers Power of directors in managing the
company.
185. Duty of directors to act in good faith
186. Directors to have regard to interests of employees.
187. Powers to be exercised for proper purposes.
188. Directors' Duty of Care
189. Number of Directors.
190. Secretary.
191. Prohibition of single memberto be secretary of the company.
192. Avoidance of acts done by person in dual capacity as director and
secretary.
193. Validity of acts of directors.
194. Restrictions on appointment or advertisement of director.
195. Share qualification of directors.
196. Appointment of directors to be voted on individuality.
197. Removal of directors
198. Retirement of directors under age limit.
199. Duty of directors to disclose age to company.
200. Provision as to undischarged bankrupts acting as directors.
201. Power to restrain fraudulent persons from managing companies.
202. Personal liability for company's debts where person acts while
disqualified.
203. Prohibition of tax-free payments to directors.
204. Prohibition of loans to directors.
205. Approval of company requisite for payment by it to director for loss of
office, etc.
206. Approval of company requisite for any payment in connection with
transfer of its property to director for loss of office, etc.
207. Duty of director to disclose payment for loss of office, etc. made in
connection with transfer of shares in company.
208. Provision supplementary to sections 206, 207 and 208.
209. Register of directors' shareholdings, etc.
210. Particulars in accounts of directors' salaries, pensions, etc.
211. Particulars in accounts of loans to Officers, etc.
212. General duty to make disclosure for purpose of sections 210, 211 and 212.
213. Disclosure by directors of interests in contracts
214. Register of directors and secretaries.
215. Directors' service contracts to be open to inspection
216. Directors' contract of employment for more than three years.
217. Particulars in business documentation.
218. Avoidance of Provisions in Articles of Contracts relieving Officers from
Liability Provisions as to liability of officers and auditors.
219. Power to compromise with creditors and members.
220. Information as to compromise with creditors and members.
221. Provisions for facilitating reconstruction and amalgamation of companies.
222. Power to acquire shares of shareholders dissenting from scheme or
contract approved by majority.
223. Minorities Alternative remedy to winding up in case of oppression.

PART VII
MEMBERS’ VOLUNTARY WINDING UP

224. Resolutions for, and commencement of, volutary winding up

Circumstances in which company may be wound up voluntarily.
225. Notice of resolution to wind up.
226. Commencement of winding up.
227. Effect on business and status of company.
228. Avoidance of share transfers, etc. after winding-up resolution.
229. Statutory declaration of solvency
230. Distinction between "members" and "creditors" voluntary winding up.
231. Appointment of liquidator.
232. Power to fill vacancy in office of liquidator
233. General company meeting at each year's end.
234. Final meeting prior to dissolution.
235. Effect of company's insolvency.
236. Conversion to creditors' voluntary winding up.
237. Registrar of Companies may strike defunct company off register.

PART VIII
COMPANIES INCORPORATED OUTSIDE ZANZIBAR

238. Provisions as to Establishment of Place of Business in Zanzibar

Companies to which Part VII applies.
239. Documents, etc, to be delivered to Registrar by foreign companies
carrying on business in Zanzibar.
240. Power of foreign company to hold lands.
241. Return to be delivered to Registrar by foreign company where documents
etc. altered.
242. Accounts of foreign company.
243. Obligation to state name of foreign company, whether limited, and
country where, incorporated.
244. Service on foreign company.
245. Registration to be notified when foreign company ceases to have place of
business in Zanzibar.
246. Penalties for not complying with the provisions of this Part.
247. Interpretation of sections 238 to 246.
248. Prospectus Dating of prospectus and particulars to be contained therein.
249. Exclusion of section 248 and relaxation of Third Schedule in case of
certain prospectus.
250. Provisions as to experts' consent and allotment.
251. Registration of prospectus.
252. Penalty for contravention of sections 248 to 251.
253. Civil liability for misstatements in prospectus.
254. Interpretation of provisions as to prospectuses.

PART IX
GENERAL PROVISIONS AS TO REGISTRATION

255. Registration offices.

256. Fees.
257. Inspection, production and evidence of documents kept by Registrar.
258. Enforcement of duty of company to make returns to Registrar

PART X
MISCELLANEOUS PROVISIONS WITH RESPECT TO BANKING
AND
INSURANCE COMPANIES, AND CERTAIN SOCIETIES,
PARTNERSHIPS AND UNREGISTERED COMPANIES

259. Provisions relating to Banking and Insurance Companies Prohibition of

banking partnerships with more than ten members.
260. On registration of banking company with limited liability, notice to be
given to customers.
261. Banking and certain other companies to publish periodical statement.
262. Prohibition of Partnership with more than twenty members.

PART XI
GENERAL

263. Form of Registers, etc.

264. Service of Documents on a company.
265. Certificate of Good Standing.
266. Cognizance of offences.
267. Penalty for false statements.
268. Penalty for perjury
269. Provisions with respect to default fines and fines in general and definition
of "Officer in default".
270. Production and inspection of books where offence suspended.
271. Application of fines.
272. Saving as to private prosecutors
273. Saving for privileged communication
274. Legal Proceedings Costs in actions by certain limited companies.
275. Power of Court to grant relief in certain areas.
276. Power to enforce orders.
277. Powers to alter tables and forms.
278. Repeals.
 ACT NO. 15 OF 2013

I ASSENT

{DR. ALI MOHAMED SHEIN}

PRESIDENT OF ZANZIBAR
AND
CHAIRMAN OF THE REVOLUTIONARY COUNCIL

.................................,
2013

AN ACT TO REPEAL AND REPLACE A LAW RELATING TO

COMPANIES AND OTHER ASSOCIATIONS, TO PROVIDE FOR
MORE COMPREHENSIVE PROVISIONS FOR REGULATION
AND CONTROL OF COMPANIES, ASSOCIATIONS
AND RELATED MATTERS

EN ACTED by the House of Representatives of Zanzibar

PART I
PRELIMINARY PROVISIONS

1. This Act may be cited as the Companies Act, 2013 and shall come into
operation on such date as the Minister may by notice, published in the official
gazette, appoint and the Minister may appoint different dates for the coming
into operation of the different provisions of Parts of this Act.

2.(1) In this Act, unless the context otherwise require;-

"accounts" includes a company's group accounts whether prepared in the

form of account or not;

"agent" does not include a person's counsel acting as such;

"annual return" means the return required to be made in the case of a

company having share capital under section 129 and, in the case of a
company not having a share capital under section 130;

"articles" means the articles of association of a company, as originally

 framed or as already by special resolution, including so far as they
apply to the company the regulations contained in Table A in the First
Schedule;
"auditor" means a Certified Public Accountant in public practice as
recognised by the Ministry responsible for finance;
"bankrupt" and "bankruptcy" include respectively insolvent and insolvency
within the meaning of the Insolvency Act;
"book and paper" and "book or paper" include accounts, deeds, writings
and documents;
"branch register" has the meaning assigned to it by section 125(1);
"company" means a company formed and registered under this Act;
"company limited by guarantee" and "company limited by shares" have the
meanings assigned to them respectively by section 3(2);
"contributory" has the meaning assigned to it by the Insolvency Act;
"court" used in relation to a company means the court having jurisdiction
to windup the company;
"creditors voluntary winding up" has the meaning assigned to it by the
Insolvency Act;
"debenture" includes debenture stock, bonds and any other securities of a
company whether constituting a charge on the assets of the company or
not;
"default fine" has the meaning assigned to it by section 269(1);
"director" includes any person occupying the position of director by
whatever name called;
"document" includes summons, notice, order, and other legal process, and
registers;
"exempt private company" means an exempt private company as defined
by section 134(3);
"financial year" means, in relation to any body corporate, the period in
respect of which any profit and loss account of the body corporate laid
before it in general meeting is made up, whether that period is a year or
not;
"group accounts" has the meaning assigned to it by of section 156(1);
"holding company" means a holding company as defined by section 160;
"issued generally" means, in relation to a prospectus, issued to persons who
are not existing members or debenture holders of the company;
"members' voluntary winding up" has the meaning assigned to it by the
Insolvency Act;
"memorandum" means the memorandum of association of a company, as
originally framed or as altered in pursuance of any enactment;
"the minimum subscription" has the meaning assigned to it by section
55(2);
"officer", in relation to a body corporate, includes a director, manager or
secretary;

"prescribed" means, as respects the provisions of this Act relating to the

winding up of companies, prescribed by Rules made by the High
Court, and as respect the other provisions of this Act, prescribed by
Regulations made by the Registrar;
"private company" has the meaning assigned to it by section 30(1);
"prospectus" means any prospectus, notice, circular, advertisement, or
other invitation, offering to the public for subscription or purchase any
shares or debentures of a company;
"the Registrar" means the Registrar General appointed under Registrar
General's Act;
"resolution for reducing share capital" has the meaning assigned to it by
section 74(2);
"a resolution for voluntary winding up" has the meaning assigned to it in
the Insolvency Act;
"rules" means rules made by the Chief Justice for the purpose of regulating
winding up proceedings under the Insolvency Act, and includes forms;
"share" means share in the share capital of a company, and includes stock
except where a distinction between stock and shares is expressed or
implied;
"share warrant" has the meaning assigned to it by section 90(2);
"statutory meeting" means the meeting required to be held by section
136(1);
"statutory report" has the meaning assigned to it by of section 137(2);
"subsidiary" means a subsidiary as defined by section 160 (1);

"Table A" means Table A in the First Schedule;

"the time of the opening of the subscription lists" has the meaning assigned
to it by section 58(1);
"unlimited company" has the meaning assigned to it under section 3(3).
 (2) A person shall not be deemed to be within the meaning of any
provision in this Act a person in accordance with whose directions or
instructions the directors of a company are accustomed to act, by reason only
that the directors of the company act on advice given by him in a professional
capacity.
(3) References in this Act to a body corporate or to a corporation shall be
construed as not including a corporation sole but as including a company
incorporated outside Zanzibar.
(4) Any provision of this Act overriding or interpreting a company's
articles shall apply also in relation to its memorandum as it applies in relation to
its articles.

PART II
INCORPORATION OF COMPANIES AND MATTERS
INCIDENTAL THERETO

3.(1) Any seven or more persons, or, where the company to be formed will
be a private company, any two or more persons, associated for any lawful
purpose may by subscribing their names to a memorandum of association and
otherwise complying with the requirements of this Act in respect of registration
form an incorporated company with or without limited liability.

(2) Any person may formed limited company known as Private Member
Company by subscribing his name to a Memorandum and by complying with
the requirements of the provisions of this Act on registration of Company.

(3) Such a company may be either:-

(a) a company having the liability of its members limited by the

memorandum to the amount, if any, unpaid on the shares res-
pectively held by them (in this Act termed "a company limited
by shares"); or

(b) a company having the liability of its members limited by the

memorandum to such amount as the members may respectively
thereby undertake to contribute to the assets of the company in
the event of its being wound up (in this Act termed "a company
limited by guarantee"); or
(c) a company not having any limit on the liability of its members
(in this Act termed "an unlimited company").
4.(1) The memorandum of every company shall be printed in the English or
Kiswahili language and 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 or by guarantee;
(b) the objects of the company.
(2) The memorandum of a company limited by shares or by guarantee
shall also state that the liability of its members is limited.
(3) The memorandum of a company limited by guarantee shall also 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 year after he
ceases to be a member, for payment of the debts and liabilities of the company
contracted before he ceases to be a member, and of the costs, charges and
expenses of winding up, and for adjustment of the rights of the contributories
among themselves, such amount as may be required, not exceeding a specified
amount.
(4) In the case of a company having a share capital:-
(a) the memorandum shall also, unless the company is an unlimited
company, state the amount of share capital with which the
company proposes to be registered and the division thereof into
shares of a fixed amount;

, (b) no subscriber of the memorandum may take less than one share;

(c) each subscriber shall write opposite to his name the number of
shares which he takes.

(5) Where the company's memorandum states that the object of the
company is to carry on business as a general commercial company:-
(a) the object of the company is to carry on any trade or business
whatsoever; and
(b) the company has the power to do all such things as are incidental
or conducive to carrying on of any trade or business by it.
5. The memorandum shall be attested by legal practitioner and signed by
each subscriber.

6. A company may not alter the conditions contained in its memorandum

except in the cases in the mode and to the extent for which express provision is
made in this Act. Mode and extent to which objects of company may be altered
7. (1) A company may, by special resolution, alter the provisions of its
memorandum with respect to the objects of the company, so far as may be
required to enable it:-
(a) to carry on its business more economically or more efficiently;
or
(b) to attain its main purpose by new or improved means; or
 (c) to enlarge or change the local area of its operations; or
(d) to carry on some business which in existing circumstances may
conveniently or advantageously be combined with the business
of the company; or
(e) to restrict or abandon any of the objects specified in the
memorandum; or
(f) to sell or dispose of the whole or any part of the undertaking of
the company; or
(g) to amalgamate with any other company or body or person.

Provided that an application shall not be made by any person who has
consented to or voted in favour of the alteration unless the company is a single
member private company.

(2) An application under this section may be made by the holders of not
less in the aggregate than fifteen per centum in nominal value of the company's
issued share capital or any class thereof or, if the company is not limited by
shares not less than fifteen per centum of the company's members.
(3) An application under this section shall be made within twenty-one
days after the date on which the resolution altering the company's objects was
passed, and may be made on behalf of the persons entitled to make the
application by such one or more of their number as they may appoint in writing
for the purpose.

(4) On an application under this section the court may make an order
confirming the alteration either wholly or in part and on such terms and
conditions as it thinks fit, and may, if it thinks fit, adjourn the proceedings in
order that an arrangement may be made to the satisfaction of the court for the
purchase of the interests of dissentient members, and may give such directions
and make such orders as it may think expedient for facilitating or carrying into
effect any such arrangement:

Provided that no part of the capital of the company shall be expended in

any such purchase.
(5) In the case of a company which is, by virtue of a licence from the
Minister, exempt from the obligation to use the word "limited" as part of its
name, a resolution altering the company's objects shall also require the same
notice to the Registrar as to members of the company.
(6) Where a company passes a resolution altering its objects-
(a) if no application is made with respect thereto under this section it
shall within fifteen days from the end of the period for making
such an application deliver to the Registrar a printed copy of its
memorandum as altered; and
 (b) If such an application is made it shall:-
(i) Forthwith give notice of that fact to the Registrar; and
(ii) Within fifteen days from the date of any order cancelling or
confirming the alteration, deliver to the Registrar a certified
copy of the order, and in the case of an order confirming
the alteration a printed copy of the memorandum as altered,

Provided that the court may by order at any time extend the time for the
delivery of documents to the Registrar under paragraph (b) of this subsection
for such period as the court may think proper.

(7) If a company makes default in giving notice or delivering any

document to the Registrar as required by subsection (6), the company and every
officer of the company who is in default shall be liable to a default fine.

(8) The validity of an alteration of the provisions of a company's

memorandum with respect to the objects of the company shall not be questioned
on the ground that it was not authorised by subsection (1) of this section except
in proceedings taken for the purpose (whether under this section or otherwise)
before the expiration of twenty-one days after the date of the resolution in that
behalf; and where any such proceedings are taken otherwise than under this
section the two last foregoing subsections shall apply in relation thereto as if
they had been taken under this section and as if an order declaring the alteration
invalid were an order cancelling it and as if an order dismissing the proceedings
were an order confining the alteration.

8. There may in the case of a company limited by shares, and there shall in
the case of a company limited by guarantee or unlimited, be registered with the
memorandum and articles of association signed by the subscribers to the
memorandum and prescribing regulations for the company.

9.(1) In the case of an unlimited company the articles shall state the number
of members with which the company proposes to be registered and, if the
company has a share capital, the amount of share capital with which the
company proposes to be registered.

(2) In the case of a company limited by guarantee, the articles must state
the number of members with which the company proposes to be registered.
(3) Where an unlimited company or a company limited by guarantee has
increased the number of its members beyond the registered number, it shall,
within fifteen days after the increase was resolved on or took place give to the
Registrar notice of the increase, and the Registrar shall record the increase.
If default is made in complying with this subsection, the company and
every officer of the company who is in default shall be liable to a default fine.
 10.(1) Articles of association may adopt all or any of the regulations
contained in Table A.
(2) In the case of a company limited by shares, if articles are not
registered, or, if articles are registered, in so far as the articles do not exclude or
modify the regulations contained in Table A, those regulations shall, so far as
applicable, be the regulations of the company in the same manner and to the
same extent as ifthey were contained in duly registered articles.
11. Articles shall be:-
(a) printed in English or Kiswahili language;

(b) divided into paragraphs numbered consecutively;

(c) attested by legal practitioner and signed by each subscriber of the
memorandum of association
12.(1) Subject to the provision of this Act and to the conditions contained in
its memorandum, a company may by special resolution alter or add to its
articles.

(2) Any alteration or addition so made in the articles shall, subject to the
provisions of this Act be as valid as if originally contained therein, and be
subject in like manner to alteration by special resolution.

13. The form of:-

(a) the memorandum of association of a company limited by shares;

(b) the memorandum and articles of association of a company

limited by guarantee and not having a share capital;

(c) the memorandum and articles of association of a company

limited by guarantee and having a share capital;

(d) the memorandum and articles of association of an unlimited

company having a share capital,shall be respectively in
accordance with the forms set (out in Tables B, C, D, E and F in
the First Schedule, or as near thereto as circumstances admit.
Provided that the Minister may, from time to time amend any of such
Table.
14. The memorandum and articles, if any, shall be delivered to the Registrar
who shall register and retain them.

15.(1) On the registration of the memorandum of a company the Registrar

shall certify under his hand that the company is incorporated and, in the case of
a limited company, that the company is limited.

(2) From the date of incorporation mentioned in the certificate of

incorporation, the subscribers of the memorandum, together with such other
persons as may from time to time become members of the company, shall be a
body corporate by the name contained in the memorandum, capable forthwith
of exercising all the functions of an incorporated company, with power to hold
land and having perpetual succession and a common seal, but with such
liability on the part of the members to contribute to the assets of the company in
the event of its being wound up as is mentioned in this Act.
16. A certificate of incorporation given by the Registrar in respect of any
association shall be conclusive evidence that all the requirements of this Act in
respect of registration and of matters precedent and incidental thereto have been
complied with, and that the association is a company authorized to be registered
and duly registered under this Act.

(2) A statutory declaration by an advocate of the High Court engaged in

the formation of the company, or by a person named in the articles as director or
,

secretary of the company, of compliance with all or any of the said

requirements shall be produced to the Registrar, and the Registrar may accept
such a declaration as sufficient evidence of compliance.
17.(1) Subject to the provisions of this section, a company registered as
unlimited may register as limited, but the registration of an unlimited company
as a limited company shall not affect the rights or liabilities of the company in
respect of any debt or obligation incurred, or any contract entered into by, to,
with or on behalf of the company before the registration.
(2) On registration in pursuance of this section the Registrar shall close
the former registration of the company, and may dispense with the delivery to
him of copies of any documents with copies of which he was furnished on the
occasion of the original registration of the company, but, save as aforesaid, the
registration shall take place in the same manner and shall have effect as if it
were the first registration of the company.
18. A company may by special resolution and with the approval of the
Registrar signified in writing change its name.
(2) Where a company changes its name under this section, the Registrar
shall enter the new name on the register in place of the former name, and shall
issue a certificate of incorporation to meet the altered circumstances of the case.
(3) A change of name by a company under this section shall not affect any
rights or obligations of the company or render defective any legal proceedings
by or against the company, and any legal proceedings that might have been
continued or commenced against it by its former name may be continued or
commenced against it by its new name
 19.(1)Where it is proved to the satisfaction of the Registrar that an
association about to be formed as a limited company is to be formed for
promoting commerce, art, science, religion, charity or any other useful object,
and intends to apply its profits, if any, or other income in promoting its objects,
and to prohibit the payment of any dividend to its members, the Registrar may
direct that the association may be registered as a company with limited liability,
without the addition of the word "limited" to its name, and the association may
be registered accordingly and shall, on registration, enjoy all the privileges and
(subject to the provisions of this section) be subject to all the obligations of a
limited company.
(2) Where it is proved to the satisfaction of the Registrar that:-

(a) the objects of a company registered under this Act as a limited

company are restricted to those specified in subsection (1) and to
objects incidental or conducive thereto; and

(b) by its constitution the company is required to apply its profits, if

any, or other income in promoting its objects and is prohibited
from paying any dividend to its

the Registrar shall authorise the company to make by special

resolution a change in its name including or consisting of the
omission of the word "limited", and of section 18(2) and (3) shall
apply to a change of name under this subsection as they apply to
a change of name under that section

(3) The authorization by the Registrar under this section may be granted
on such conditions and subject to such regulations as the Registrar thinks fit,
and those conditions and regulations shall be binding on the body to which the
authorization is granted, and (where the grant is under subsection (1) shall, if
the Registrar so directs, be inserted in the memorandum and articles, or in one
of those documents.

(4) A body to which a authorization is granted under this section shall be

excepted from the provisions of this Act relating to the use of the word
"limited" as any part of its name, the publishing of its name and the sending of
lists of members to the Registrar.

(5) The authorization under this section may at any time be revoked by
the Registrar, and upon revocation the Registrar shall enter the word "limited"
at the end of the name upon the register of the body to which it was granted, and
the body shall cease to enjoy the exemptions and privileges or, as the case may
be, the exemptions granted by this section.
Provided that, before the authorization is so revoked, the Registrar shall give to
the body notice in writing of the intention to revoke, and shall afford it an
opportunity of being heard in opposition to the revocation.
 (6) Where a body in respect of which, an authorization under this section
is in force may not alter the provisions of its memorandum or its articles with
respect to those requirements referred to in subsection (2) without the consent
of the Registrar, provided that the Registrar may vary the authorization by
making it subject to such conditions and regulations as the Registrar thinks fit,
in lieu of or in addition to the conditions and regulations, if any, to which the
authorization was formerly subject.
(7) Where an authorization granted under this section to a body the name
of which contains the words "Chamber of Commerce" is revoked, the body
shall, within a period of six weeks from the date of revocation or such longer
period as the Registrar may think fit to allow, change its name to a name which
does not contain those words, and:-
(a) the notice to be given under the proviso to subsection (5) of this
section to that body shall include a statement of the effect of the
foregoing provisions of this subsection; and

(b) subsections (3) and (4) of section 19 shall apply to a change of

name under this subsection as they apply to a change of name
under that section.

(8) if the body makes default in complying with the requirements of

subsection 7, the body and every officer of the body shall be liable to a fine and
for every day during which the default continues shall be liable to a default fine.

Power to require company to abandon misleading name.

20. If in the Registrar's opinion the name by which a company is registered

gives so misleading an indication of the nature of its activities as to be likely to
cause harm to the public, he may direct it to change its name.

(2) The direction shall, if not duly made the subject of an application to
the court under subsection (3), be complied with within a period of six weeks
from the date of the direction or such longer period as the Registrar may think
fit to allow.

(3) The company may, within a period of three weeks from the date of the
direction, apply to the court to set it aside; and the court may set the direction
aside or confirm it and, if it confirms the direction, shall specify a period within
which it must be complied with.

(4) If a company makes default in complying with a direction under this

section, it is liable to a fine and, for continued contravention, to a default fine.

(5) Where a company changes its name under this section, the Registrar
shall enter the new name on the register in place of the former name, and shall
issue a certificate of incorporation altered to meet the circumstances of the case
and the change of name has effect from the date on which the altered certificate
is issued.

(6) A change of name by the company under this section does not affect
any of the rights or obligations of the company, or render defective any legal
proceedings by or against it; and any legal proceedings that might have been
continued or commenced against it under its former name may be continued or
commended against it under its new name.

21. If any person trades or carries on any business or profession under a

name or title of which "limited", or any contractions or imitation of that word, is
the last word, that person, unless duly incorporated with limited liability,
commits an offence.
(2) A person who is not a public company commits an offence if he
carries out any trade, profession or business under a name which includes, as its
last part, the words "public limited company" or any contractions thereof.

(3) A public limited company commits an offence if in circumstances in

which the fact that it is a public company is likely to be material to any person,
it uses a name which may reasonably be expected to give the impression that it
is a private company.

(4) A person commits an offence under subsections (1), (2), or (3) and, if
that person is a company, any officer of the company which is in default, is
liable to a fine and, for continued contravention, to a default fine.

22. Subject to the provisions of this Act, the memorandum and articles shall,
when registered, bind the company and the members thereof to the same extent
as if they respectively had been signed by each member, and contained
covenants on the part of each member to observe all the provisions of the
memorandum and of the articles.
(2) All money payable by any member to the company under the
memorandum or articles shall be a debt due from him to the company.

23. (1) In the case of a company limited by guarantee and not having a share
capital, every provision in the memorandum or articles or in any resolution of
the company purporting to give any person a right to parti-cipate in the divisible
profits of the company otherwise than as a member shall be void.

(2) For the purpose of the provisions of this Act relating to the
memorandum of a company limited by guarantee and of this section, every
provision in the memorandum or articles, or in any resolution, of a company
limited by guarantee, purporting to divide the undertaking of the company into
shares or interests shall be treated as a provision for a share capital,
notwithstanding that the nominal amount or number of the shares or interests is
not specified thereby.
 24. Notwithstanding anything in the memorandum or articles of a company,
no member of the company shall be bound by an alteration made in the
memorandum or articles after the date on which he became a member, if and so
far as the alteration requires him to take or subscribe for more shares than the
number held by him at the date on which the alteration is made, or in any way
increases his liability as at that date to contribute to the share capital of, or
otherwise to pay money to, the of company:

Provided that this section shall not apply in any case where the member agrees
in writing, either before or after the alteration is made, to be bound thereby.
25. Subject to the provisions of section 25 any condition contained in a
company's memorandum which could lawfully have been contained in articles
of association instead of in the memorandum may, subject to the provisions of
this section, be altered by the company by special resolution:-

Provided that if an application is made to the court for the alteration to be

cancelled, it shall not have effect except in so far as it is confirmed by the court.
(2) This section shall not apply where the memorandum itself pro-vides
for or prohibits the alteration of all or any of the said conditions, and shall not
authorise any variation or abrogation of the special rights of any class members.
(3) Section 7 (2), (3), (4), (6) and (7) shall apply in relation to any
alteration and to any application made under this section as they apply in
relation to alterations and to applications made under that section .

26.(1) A company shall, on being so required by any member, send to him a

copy of the memorandum and of the articles, if any, subject to payment as the
company may prescribe.

(2) If a company makes default in complying with this section, the

company and every officer of the company who is in default shall be liable for
each offence to a default fine.

27.(1) Where an alteration is made in the memorandum of a company, every

copy of the memorandum issued after the date of the alteration shall be in
accordance with the alteration.

(2) If, where any such alteration has been made, the company at any time
after the date of the alteration issues any copy of the memorandum which is not
in accordance with the alteration, it shall be liable to a default fine for each copy
so issued, and every officer of the company who is in default shall be liable to
the like fine.

Membership of Company
28.(1) The subscribers of the memorandum of a company be deemed to have
agreed to become members of the company, and member on its registration
shall be entered as members in its register of members.

(2) Every other person who agrees to become a member of a company

and whose name is entered in its register of members, shall be a member of the
company.
29.(1) Except in the cases hereafter in this section mentioned, a body
corporate cannot be a member of a company which is its holding company, and
any allotment or transfer of shares in a company to its subsidiary shall be void.

(2) Nothing in this section shall apply where the subsidiary is concerned
as personal representative, or where it is concerned as trustee, unless the
holding company or a subsidiary thereof is beneficially interested under the
trust and is not so interested only by way of security for the purposes of a
transaction entered into by it in the ordinary course of a business which includes
the lending of money.

(3) Subject to subsection (2) of this section, subsection (1) thereof shall
apply in relation to a nominee for a body corporate which is a subsidiary, as if
references in the said subsection (1) to such a body corporate included
references to a nominee for it.

(4) In relation to a company limited by guarantee or unlimited which is a

holding company, the reference in this section to shares, whether or not it has a
share capital, shall be construed as including a reference to the interest of its
members as such, whatever the form of that interest

Private Companies
30.(1) For the purposes of this Act, the expression "private company" means
a company which by its articles:-
(a) restricts the right to transfer its shares;
(b) limits the number of its members to fifty, not including persons
who are in the employment of the company and persons who,
having been formerly in the employment of the company, were
while in that employment, and have continued after the
determination of that employment to be, members of the
company; and
(c) prohibits any invitation to the public to subscribe for any shares
or debentures of the company.

(2) Where two or more persons hold one or more shares in a com-pany
jointly, they shall, for the purposes of this section, be treated as a single
member.
 (3) Notwithstanding the provisions of subsection (1)(b) and (2), number
of member for Single Member Private Company shall not exceed one and no
share shall be held by more than one person.
31. Where the articles of a company include the provisions which, under
section 30, are required to be included in the articles of a company in order to
constitute it a private company but default is made in complying with any of
those provisions, the company shall cease to be entitled to the privileges and
exemptions conferred on private companies under the provisions contained in
section 33 and 135(1) and thereupon the provisions contained in the first, third
and fourth of those enactments shall apply to the company as if it were not a
private company and the provisions contained in the second of those enactments
shall cease to apply to the company:

Provided that the court, on being satisfied that the failure to comply with the
conditions was accidental or due to inadvertence or to some other sufficient
cause, or that on other grounds it is just and equitable to grant relief, may, on
the application of the company or any other person interested and on such terms
and conditions as seem to the court just and expedient, order that the company
be relieved from such consequences as aforesaid.

32. (1) If a company, being a private company, alters its articles in such
manner that they no longer include the provisions which, under section 30, are
required to be included in the articles of a company in order to constitute it a
private company, the company shall, as on the date of alteration, cease to be a
private company and shall, within a period of fourteen days after the said date,
deliver to the Registrar for registration a statement in lieu of prospectus in the
prescribed form and containing the particulars set out in the Regulations made
under the Act.

(2) Every statement in lieu of prospectus delivered under the foregoing

subsection shall, where the person making any such report as aforesaid have
made therein or have, without giving the reasons, indicated therein any such
adjustments as are stated in the regulations, have endorsed thereon or attached
thereto a written statement signed by those persons setting out the adjustments
and giving the reasons therefore.

(3) If default is made in complying with subsection (1) or (2) of this

section, the company and every officer of the company who is in default shall
be liable to a default fine.

(4) Where a statement in lieu of prospectus delivered to the Registrar

under subsection (1) of this section includes any untrue statement, any person
who authorized the delivery or the statement in lieu of prospectus for
registration shall be liable on conviction to imprisonment for a term not
exceeding two years or a fine not exceeding one million shillings, or both,
unless he proves either that the untrue statement was immaterial or that he had
reasonable ground to believe and did up to the time of the delivery for
registration of the statement in lieu of prospectus believe that the untrue
statement was true.

(5) For the purposes of this section:-

(a) a statement included in a statement in lieu of prospectus shall be
deemed to be untrue if it is misleading in the form and context in
which it is included; and
(b) a statement shall be deemed to be included in a statement in lieu
of prospectus if it is contained therein or in any report or
memorandum appearing on the face thereof or by reference
incorporated therein.
33. (1) If at any time the number of members of a company is reduced, in
the case of a private company, below two, or, in the case of any other company,
below seven, and it carries on business for more than six months while the
number is so reduced, in the case if a private company, every officer and in the
case of any other company every person who is a member of the company
during the time that it so carries on business after those six months and is
cognizant of the fact that it is carrying on business with fewer than one member,
or seven members, as the case may be shall be severally liable for the payment
of the whole debts of the company contracted during that time, and may be
severally sued therefore.

"Provided that this provision shall not apply to a single member limited
Liability Company".

(2) The single shareholder can be personally liable and sued on his own
name where he contravenes the provisions of this Act".

34.(1) There shall be entered in the company's register of members, the

name and address of the sole member, a statement that the company has only
one member.

(2) Where the company is formed by two or more persons under section 3
of this Act and the number of members of a limited company falls to one, or if
an unlimited company with only one member becomes a limited company on
re-registration, there shall upon the occurrence of that event be entered in the
company's register of members, with the name and address of the sole member:-

(a) a statement that the company has only one member, and
(b) the date on which the company became a company having only
one member.
(3) Where the company is formed by two or more persons and the number
of members of a limited company falls to one the company may be converted to
be a single shareholder member by transferring the nominee holding to the then
sole proprietor without re- registration requirements.
(4) Where the membership of a limited single shareholder company
increases from one to two or more members, there shall upon the occurrence of
that event be entered in the company's register of members, with the name and
address of the person who was formerly the sole member:-
(a) a statement that the company has ceased to have only one
member, and
(b) the date on which that event occurred.
(5 ) If a company makes default in complying with this section, an
offence is committed by:-
(a) the company, and
(b) every officer of the company who is in default.

(6) A person guilty of an offence under this section is liable on summary

conviction to a fine.

PART III
A COMPANY'S CAPACITY AND RELATED MATTERS

35. The validity of an act done by a company shall not be called into
question on the ground of lack of capacity by reason of anything in the
company's constitution.

Power of directors to bind the company

36.(1) In favour of a person dealing with a company in good faith, the power
of the directors to bind the company, or authorise others to do so, is deemed to
be free of any limitation under the company's constitution.
(2) For this purpose:-
(a) a person "deals with" a company if he is a party to any
transaction or other act to which the company is a party,
(b) a person dealing with a company:-
(i) is not bound to enquire as to any limitation on the powers
of the directors to bind the company or authorise others to
do so,
(ii) is presumed to have acted in good faith unless the contrary
is proved, and
(iii) is not to be regarded as acting in bad faith by reason only
of his knowing that an act is beyond the powers of the
 directors under the company's constitution.
(3) The references above to limitations on the directors' powers under the
company's constitution include limitations deriving:-
(a) from a resolution of the company or of any class of shareholders,
or
(b) from any agreement between the members of the company or of
any class of shareholders.

(4) This section does not affect any right of a member of the company to
bring proceedings to restrain the doing of an action that is beyond the powers of
the directors.
But no such proceedings lie in respect of an act to be done in fulfilment of a
legal obligation arising from a previous act of the company.
(5) This section does not affect any liability incurred by the directors, or
any other person, by reason of the directors' exceeding their powers.

(6) This section has effect subject to section 37 (transactions with

directors or their associates), and section 38 (companies that are charities).

37.(1) This section applies to a transaction if or to the extent that its validity
depends on section 36 (power of directors deemed to be free of limitations
under company's constitution in favour of person dealing with company in good
faith).

Nothing in this section shall be read as excluding the operation of any other
enactment or rule of law by virtue of which the transaction may be called in
question or any liability to the company may arise.
(2) Where:-
(a) a company enters into such a transaction, and
(b) the parties to the transaction include:-
(i) a director of the company or of its holding company, or
(ii) a person connected with any such director,
the transaction is voidable at the instance of the company.
(3) Whether or not it is avoided, any such party to the transaction as is
mentioned in subsection (2)(b)(i) or (ii), and any director of the company who
authorised the transaction, is liable:-
(a) to account to the company for any gain he has made directly or
indirectly by the transaction, and
(b) to indemnify the company for any loss or damage resulting from
the transaction.
 (4) The transaction ceases to be voidable if:-
(a) restitution of any money or other asset which was the subject
matter of the transaction is no longer possible, or
(b) the company is indemnified for any loss or damage resulting
from the transaction, or
(c) rights acquired bona fide for value and without actual notice of
the directors' exceeding their powers by a person who is not party
to the transaction would be affected by the avoidance, or
(d) the transaction is affirmed by the company.
(5) A person other than a director of the company is not liable under
subsection (3) if he shows that at the time the transaction was entered into he
did not know that the directors were exceeding their powers.

(6) Nothing in the preceding provisions of this section affects the rights of
any party to the transaction not within subsection (2)(b)(i) or (ii).

But the court may, on the application of the company or any such party,
make an order affirming, severing or setting aside the transaction on such terms
as appear to the court to be just.

(7) In this section:-

(a) "transaction" includes any act; and
(b) the reference to a person connected with a director has the same
meaning as in Part V (company directors).

38.(1) Sections 35 and 36 (company's capacity and power of directors to

bind company) shall not apply to the acts of a company that is a charity except
in favour of a person who:-

(a) does not know at the time the act is done that the company is a
charity, or

(b) gives full consideration in money or money's worth in relation to

the act in question and does not know (as the case may be):-

(i) that the act is not permitted by the company's

constitution; or

(ii) that the act is beyond the powers of the directors.

(2) Where a company that is a charity purports to transfer or grant an

interest in property, the fact that (as the case may be):-
(a) the act was not permitted by the company's constitution, or
 (b) the directors in connection with the act exceeded any limitation
on their powers under the company's constitution,
shall not affect the title of a person who subsequently acquires the property or
any interest in it for full consideration without actual notice of any such
circumstances affecting the validity of the company's act.
(3) In any proceedings arising out of subsection (1) or (2) the burden of
proving:-
(a) that a person knew that the company was a charity, or
(b) that a person knew that an act was not permitted by the
company's constitution or was beyond the powers of the
directors, lies on the person asserting that fact.

(4) In the case of a company that is a charity the affirmation of a

transaction to which section 37 applies (transactions with directors or their
associates) is ineffective without the prior written consent of the Minister.
39.(1) A contract may be made:-
(a) by a company in writing under its common seal, or

(b) on behalf of a company, by a person acting under its authority,

express or implied.

(2) Any formalities required by law in the case of a contract made by an

individual also apply, unless a contrary intention appears, to a contract made by
or on behalf of a company.

40.(1) A document is executed:-

(a) by a company by the affixing of its common seal;or

(b) by execution of document according to the following subsections.

(2) A document is validly executed by a company if it is signed on behalf
of the company:-
(a) by two authorized signatories; or
(b) by a director of the company in the presence of a witness who
attests the signature.

(3) The following are "authorised signatories" for the purposes of

subsection (2):-
(a) every director of the company, and
 (b) in the case of a private company with a secretary or a public
company, the secretary (or any joint secretary) of the company.
(4) A document signed in accordance with subsection (2) and expressed,
in whatever words, to be executed by the company has the same effect as if
executed under the common seal of the company.
(5) In favour of a purchaser a document is deemed to have been duly
executed by a company if it purports to be signed in accordance with subsection
(2); for the purpose of this subsection "purchaser" means a purchaser in good
faith for valuable consideration and includes a lessee, mortgagee or other person
who for valuable consideration acquires an interest in property.

(6) Where a document is to be signed by a person on behalf of more than

one company, it is not duly signed by that person for the purposes of this
section unless he signs it separately in each capacity.

(7) References in this section to a document being (or purporting to be)

signed by a director or secretary are to be read, in a case where that office is
held by a firm, as references to its being (or purporting to be) signed by an
individual authorised by the firm to sign on its behalf.

(8) This section applies to a document that is (or purports to be) executed
by a company in the name of or on behalf of another person whether or not that
person is also a company.

41.(1) A company shall have a common seal on which its name is engraved
in legible characters.
(2) If a company fails to comply with subsection (1) an offence is
committed by:-
(a) the company, and

(b) every officer of the company who is in default.

(3) An officer of a company, or a person acting on behalf of a company,
commits an offence if he uses, or authorises the use of, a seal purporting to be a
seal of the company on which its name is not engraved as required by
subsection (1).
(4) A person who commits an offence under this section shall be liable on
summary conviction to a fine.

42.(1) A document is validly executed by a company as a deed if:-

(a) it is duly executed by the company, and
(b) it is delivered as a deed.
 (2) For the purposes of subsection (1)(b) a document is presumed to be
delivered upon its being executed, unless a contrary intention is proved.

43.(1) A company may, by instrument executed as a deed, empower a

person, either generally or in respect of specified matters, as its attorney to
execute deeds or other documents on its behalf.
(2) A deed or other document so executed, whether in Zanzibar or
elsewhere, has effect as if executed by the company.

44. A document or proceeding requiring authentication by a company shall

be signed by a director, secretary or other authorised officer of the company,
and under its common seal.

PART IV
SHARE CAPITAL AND DEBENTURES

45.(1) In this Part, sections 46 to 56 and 63 shall apply to public companies

only.

(2) A private company (other than a company limited by guarantee and

not having a share capital) commits an offence if it:-
(a) offers to the public (whether for cash or otherwise) any shares in
or debentures of the company; or

(b) allots or agrees to allot (whether for cash or otherwise) any

shares in or debentures of the company with a view to all or any
of those shares or debentures being offered for sale to the public.

(3) A company commits an offence under subsection (2) and any officer
of it who is in default, is liable to a fine.

(4) Nothing in this section shall affect the validity of any allotment or
sale of shares or debentures, or any agreement to allot or sell shares or
debentures.

46. A prospectus issued by or on behalf of a company or in relation to an

intended company shall be dated, and that date shall, unless the contrary is
proved, be taken as the date of publication of the prospectus.

47.(1) Every prospectus issued by or on behalf of a company, or by or on

behalf of any person who is or has been engaged or interested in the formation
of the company, must state the matters specified in the Regulations made under
this Act.
(2) A condition requiring or binding an applicant for shares in or
debentures of a company to waive compliance with any requirement of this
section, or purporting to affect him with notice of any contract, document or
matter not specifically referred to in the prospectus, shall be void.
(3) Subject to the provisions of section 48, it shall not be lawful to issue
any form of application for shares in or debentures of a company unless the
form is issued with a prospectus which complies with the requirements of this
section:

Provided that this subsection shall not apply if it is shown that the form of
application was issued either:-

(a) in connection with a bona fide invitation to a person to enter into

an underwriting agreement with respect to the shares or
debentures; or
(b) in relation to shares or debentures which were not offered to the
public.
If any person acts in contravention of the provisions of this subsection, he shall
be liable to a fine.
(4) In the event of non-compliance with or contravention of any of the
requirements of this section, a director or other person responsible for the
prospectus shall not incur any liability by reason of the non-compliance or
contravention, if:-
(a) as regards any matter not disclosed, he proves that he was not
cognizant thereof; or
(b) he proves that the non-compliance or contravention arose from
an honest mistake of fact on his part; or
(c) the non-compliance or contravention was in respect of matters
which in the opinion of the court dealing with the case were
immaterial or was otherwise such as ought, in the opinion of that
court, having regard to all the circumstances of the case,
reasonably to be excused;
Provided that, in the event of failure to include in a prospectus a statement with
respect to the matters specified in the regulations, no director or other person
shall incur any liability in respect of the failure unless it be proved that he had
knowledge of the matters not disclosed.
(5) This section shall not apply to the issue to existing members or
debenture holders of a company of a prospectus or form of application relating
to shares in or debentures of the company, whether an applicant for shares or
debentures will or will not have the right to renounce in favour of other persons,
but, subject as aforesaid, this section shall apply to a prospectus or a form of
application whether issued on or with reference to the formation of a company
or subsequently.

(6) Nothing in this section shall limit or diminish any liability which any
person may incur under the general law or this Act apart from this section.

48.(1) A prospectus inviting persons to subscribe for shares in or

debentures of a company and including a statement purporting to be made by an
expert shall not be issued unless:-
(a) he has given and has not, before delivery of a copy of the
prospectus for registration, withdrawn his written consent to the
issue thereof with the statement included in the form and context
in which it is included; and
(b) a statement that he has given and has not withdrawn his consent
as aforesaid appears in the prospectus.
(2) If any prospectus is issued in contravention of this section the
company and every person who is knowingly a party to the issue thereof shall
be liable to a fine.
(3) In this section the expression "expert" includes engineer, valuer,
accountant and any other person whose profession gives authority to a
statement made by him.
49.(1) No prospectus shall be issued by or on behalf of a company or in
relation to an intended company unless on or before the date of its publication,
there has been delivered to the Registrar for registration a copy thereof signed
by every person who is named therein as a director or proposed director of the
company. or by his agent authorised in writing, and having indorsed thereon or
attached thereto:-
(a) any consent to the issue of the prospectus required by section 48
from any person as an expert; and

(b) In case of a prospectus issued generally, also:-

(i) A copy of any contract required by regulations made under
the Act, to be stated in the prospectus or, in the case of a
contract not reduced into writing, a memorandum giving
full particulars thereof; and
(ii) Where the persons making any report required by
regulations made under the Act, have made therein, or
have, without giving the reasons, indicated therein, any
such adjustments as are mentioned in the regulations, a
written statement signed by those persons setting out the
adjustments and giving the reasons therefor.
The references in sub-paragraph (i) of paragraph (b) of this subsection to the
copy of a contract required thereby to be indorsed on or attached to a copy of
the prospectus shall, in the case of a contract wholly or partly in a foreign
language, be taken as references to a copy of translation of the contract in
English or Kiswahili a copy embodying a translation in English or Kiswahili of
the parts in a foreign language, as the case may be, being a translation certified
in the prescribed manner to be a correct translation, and the reference to a copy
of a contract required to be available for inspection shall include a reference to a
copy of a translation thereof or a copy embodying a translation of parts thereof.
(2) Every prospectus shall, on the face of it:-
(a) state that a copy has been delivered for registration as required
by this section; and
(b) specify, or refer to statements included in the prospectus which
specify, and documents required by this section to be indorsed on
or attached to the copy so delivered
(3) The Registrar shall not register a prospectus unless it is dated and the
copy thereof signed in manner required by this section and unless it has
indorsed thereon or attached thereto the documents (if any) specified as
aforesaid.
(4) If a prospectus is issued without a copy thereof being delivered under
this section to the Registrar or without the copy so delivered having indorsed
thereon or attached thereto the required documents, the company, and every
person who is knowingly a party to the issue of the prospectus, shall be liable to
a fine for every day from the date of the issue of the prospectus until a copy
thereof is so delivered with the required documents indorsed thereon or attached
thereto.

50.(1) A company limited by shares or limited by guarantee and having a

share capital shall not previously to the statutory meeting vary the terms of a
contract referred to in the prospectus, or statement in lieu of prospectus, except
subject to the approval of the statutory meeting.
(2) This section shall not apply to a private company.

51.(1) Subject to the provisions of this section, where a prospectus invites

persons to subscribe for shares in or debentures of a company, the following
persons shall be liable to pay compensation to all persons who subscribe for any
shares or debentures on the faith of the prospectus for the loss or damage they
may have sustained by reason of any untrue statement included therein, that is
to say;
(a) every person who is a director of the company at the time of the
issue of the prospectus;
(b) every person who has authorised himself to be named and is
named in the prospectus as a director or as having agreed to
become a director either immediately or after an interval of time;
(c) every person being a promoter of the company; and
(d) every person who has authorised the issue of the prospectus;
Provided that where, under section 48 the consent of a person is required to the
issue of a prospectus and he has given that consent, he shall not by reason of his
having given it be liable under this subsection as a person who has authorised
the issue of the prospectus except in respect of an untrue statement purporting
to be made by him as an expert.
(2) No person shall be liable under subsection (1) if he proves:-
(a) that, having consented to become a director of the company, he
withdrew his consent before the issue of the prospectus, and that
it was issued without his authority or consent; or
(b) that the prospectus was issued without his knowledge or consent,
and that on becoming aware of its issue he forthwith gave
reasonable public notice that it was without his knowledge or
consent; or
(c) that, after the issue of the prospectus and before allotment
thereunder, he, on becoming aware of any untrue statement
therein, withdrew his consent thereto and gave reasonable public
notice of the withdrawal and of the reason therefore; or

(d) that:-
(i) as regards every untrue statement not purporting to be
made on the authority of an expert or of a public official
document or statement, he had reasonable ground to
believe, and did up to the time of the allotment of the
shares o debentures, as the case may be, believe, that the
statement was true, and
(ii) as regards every untrue statement purporting to be a
statement by an expert or contained in what purports to be
a copy of or extract from a report or valuation of an expert,
it fairly represented the statement, or was a correct and fair
copy of or extract from the report or valuation, and he had
reasonable ground to believe and did up to the time of the
issue of the prospectus believe that the person making the
statement was competent to make it and that person had
given the consent required by section 48 to the issue of the
prospectus and had not withdrawn that consent before
delivery of a copy of the prospectus for registration or, to
the defendant's knowledge, before allotment thereunder;
and
(iii) as regards every untrue statement purporting to be a
statement made by an official person or contained in what
purports to be a copy of or extract from a public official
 document, it was a correct and fair representation of the
statement or copy of or extract from the document.

Provided that this subsection shall not apply in the case of a person liable, by
reason of his having given the consent required of him by the said section 48, as
a person who had authorised the issue of the pros-pectus in respect of an untrue
statement purporting to be made by him as an expert.

(3) A person who, apart from this subsection would under subsection (1)
be liable, by reason of his having given a consent required of him by section 48,
as a person who has authorised the issue of a prospectus in respect of an untrue
statement purporting to be made by him as an expert shall not be so liable if he
proves:-
(a) that, having given his consent under the said section 48 to the
issue of the prospectus, he withdrew it in writing before delivery
of a copy of the prospectus for registration; or
(b) that, after delivery of a copy of the prospectus for registration
and before allotment thereunder, he, on becoming aware of the
untrue statement, withdrew his consent in writing and gave
reasonable public notice of the withdrawal and of the reason
therefore; or
(c) that he was competent to make the statement and that he had
reasonable ground to believe and did up to the time of the
allotment of the shares or debentures, as the case may be, believe
that the statement was true.
(4) Where:-

(a) the prospectus contains the name of a person as a director of the

company, or as having agreed to become a director thereof, and
he has not consented to become a director, or has withdrawn his
consent before the issue of the prospectus, and has not authorised
or consented to the issue thereof; or

(b) the consent of a person is required under section 48 to the issue

of the prospectus and he either has not given that consent or has
withdrawn it before the issue of the prospectus;
the directors of the company, except any without whose
knowledge or consent the prospectus was issued, and any other
person who authorised the issue thereof shall be liable to
indemnify the person named as aforesaid or whose consent was
required as aforesaid as the case may be, against all damages,
costs and expenses to which he may be made liable by reason of
his name having been inserted in the prospectus or of the
inclusion therein of a statement purporting to be made by him as
an expert, as the case may be, or in defending himself against any
 action or legal proceeding brought against him in respect thereof:
Provided that a person shall not be deemed for the purposes of this subsection to
have authorised the issue of a prospectus by reason only of his having given the
consent required by section 48 to the inclusion therein of a statement purporting
to be made by him as an expert.

(5) For the purposes of this section:-

(a) the expression "promoter" means a promoter who was a party to
the preparation of the prospectus, or of the portion thereof
containing the untrue statement, but does not include any person
by reason of his acting in a professional capacity for persons
engaged in procuring the formation of the company; and
(b) the expression "expert" has the same meaning as in section 48.
52.(1) Where a prospectus includes any untrue statement, any person who
authorized the issue of the prospectus shall be liable on conviction to
imprisonment for a term not less than three months and notexceeding two years,
or a fine not exceeding one million shillings, or both, unless he proves either
that the statement was immaterial or that he had reasonable ground to believe
and did, up to the time of the issue of the prospectus, believe that the statement
was true.

(2) A person shall not be deemed for the purposes of this section to have
authorised the issue of a prospectus by reason only of his having given the
consent required by section 48 to the inclusion therein of a statement purporting
to be made by him as an expert.

53.(1) Where a company allots or agrees to allot any shares in or debentures

of the company with a view to all or any of those shares or debentures being
offered for sale to the public, any document by which the offer for sale to the
public is made shall for all purposes be deemed to be a prospectus issued by the
company.

(2) All enactments and rules of law as to the contents of prospectuses and
to liability in respect of statements in and omissions from prospectuses, or
otherwise relating to prospectuses, shall apply and have effect accordingly, as if
the shares or debentures had been offered to the public for subscription and as if
persons accepting the offer in respect of any shares or debentures had been
offered to the public for subscription and as if persons accepting the offer in
respect of any shares or debentures were subscribers for those shares or
debentures, but without prejudice to the liability, if any, of the persons by whom
the offer is made in respect of misstatements contained in the document or
otherwise in respect thereof.
(3) For the purposes of this Act, it shall, unless the contrary is proved, be
evidence that an allotment of, or an agreement to allot, shares or debentures was
made with a view to the shares or debentures being offered for sale to the public
if it is shown:-

(a) that an offer of the shares or debentures or of any of them for sale
to the public was made within six months after the allotment or
agreement to allot; or
(b) that at the date when the offer was made the whole consideration
to be received by the company in respect of the shares or
debentures had not been so received.
(4) Section 47 as applied by this section shall have effect as if it required
a prospectus to state in addition to the matters required by that section to be
stated in a prospectus:-
(a) the net amount of the consideration received or to be received by
the company in respect of the shares or debentures to which the
offer relates; and
(b) the place and time at which the contract under which the said
shares or debentures have been or are to be allotted may be
inspected;
and section 49 as applied by this section shall have effect as
though the persons making the offer were persons named in a
prospectus as directors of a company.
(5) Where a person making an offer to which this section relates is a
company or a firm, it shall be sufficient if the document aforesaid is signed on
behalf of the company or firm by two directors of the company or not less than
half of the partners, as the case may be, and any such director or partner may
sign by his agent authorised in writing.

54. For the purposes of the foregoing provisions of this Part:-

(a) a statement included in a prospectus shall be deemed to be untrue
if it is misleading in the form and context in which it is included;
and
(b) a statement shall be deemed to be included in a prospectus if it is
contained therein or in any report or memorandum appearing on
the face thereof or by reference incorporated therein or issued
therewith.

55.(1) No allotment shall be made of any share capital of a company offered

to the public for subscription unless the amount stated in the prospectus as the
minimum amount which, in the opinion of the directors, must be raised by the
issue of share capital in order to provide for the matters specified in the
Regulations made under this Act has been subscribed, and the sum payable on
application for the amount so stated has been paid to and received by the
company.

For the purposes of this subsection a sum shall be deemed to have been paid
to and received by the company if a cheque for that sum has been received in
good faith by the company and the directors of the company have no reason for
suspecting that the cheque will not be paid.

(2) The amount so stated in the prospectus shall be reckoned exclusively

of any amount payable otherwise than in cash and is in this Act referred to as
"the minimum subscription".
(3) The amount payable on application on each share shall not be less than
five per centum of the nominal amount of the share.

(4) If the conditions aforesaid have not been complied with on the
expiration of one hundred and twenty days after the first issue of the prospectus,
all money received from applicants for shares shall be forthwith repaid to them
without interest, and, if any 'such money is not so repaid within one hundred
and thirty days after the issue of the prospectus, the directors of the company
shall be jointly and severally liable to repay that money with interest at the rate
of five per centum per annum from the expiration of the one hundred and thirty
days:'
Provided that a director shall not be liable if he proves that the default in
the repayment of the money was not due to any misconduct or negligence on his
part.
(5) Any condition requiring or binding any applicant for shares to waive
compliance with any requirement of this section shall be void.
(6) This section, except subsection (3) thereof, shall not apply to any
allotment of share subsequent to the first allotment of shares offered to the
public for subscription.

56.(1) A company having a share capital which does not issue a prospectus
on or with reference to its formation, or which has issued such a prospectus but
has not proceeded to allot any of the shares offered to the public for
subscription, shall not allot any of its shares or debentures unless at least three
days before the first allotment of either shares or debentures there has been
delivered to the Registrar for registration a statement in lieu of prospectus
signed by every person who is named therein as a director or a proposed
director of the company or by his agent authorized in writing, in the form and
containing the particulars set out in the Regulations made under this Act, setting
out the reports specified therein.

(2) Every statement in lieu of prospectus delivered under the foregoing

subsection shall, where the persons making any such report as aforesaid have
made therein or have, without giving the reasons, indicated therein any such
adjustments as are mentioned in regulations of this Act, have indorsed thereon
or attached thereto a written statement signed by those persons setting out the
adjustments and giving the reasons therefor.
(3) This section shall not apply to a private company.
(4) If a company acts in contravention of subsection (1) or (2), the
company and every director of the company who knowingly and wilfully
authorises or permits the contravention shall be liable to a fine.
(5) Where a statement in lieu of prospectus delivered to the Registrar
under subsection (1) of this section includes any untrue statement any person
who authorised the delivery of the statement in lieu of prospectus for
registration shall be liable on conviction to imprisonment for a term not
exceeding two years, or a fine not exceeding one million, or both, unless he
proves either that the untrue statement was immaterial or that he had reasonable
ground to believe and did up to the time of the delivery for registration of the
statement in lieu of prospectus believe that the untrue statement was true.

(a) a statement included in a statement in lieu of prospectus shall be

deemed to be untrue if it is misleading in the form and context in
which it is included; and

(b) a statement shall be deemed to be included in a statement in lieu

of prospectus if it is contained therein or in any report or
memorandum appearing on the face thereof or by reference
incorporated therein.
57.(1) An allotment made by a company to an applicant in contravention
of the provisions of sections 55 and 56 shall be voidable at the instance of the
applicant within one month after the holding of the statutory meeting of the
company and not later, or, in any case where the company is not required to
hold a statutory meeting, or where the allotment is made after the holding of the
statutory meeting, within one month after the date of the allotment, and not
later, and shall be so voidable notwithstanding that the company is in course of
being wound up.

(2) If any director of a company knowingly contravenes, or permits or

authorises the contravention of, any of the provisions of the said sections with
respect to allotment, he shall be liable to compensate the company and the
allottee respectively for any loss, damages or costs which the company or the
allottee may have sustained or incurred thereby.
Provided that proceedings to recover any such loss, damages, or costs shall not
be commenced after the expiration of two years from the date of the allotment.

58.(1) No allotment shall be made of any shares in or debentures of a

company in pursuance of a prospectus issued generally and no proceedings
shall be taken on application made in pursuance of a prospectus so issued, until
the beginning of the third day after that on which the prospectus is first so
issued or such later time (if any) as may be specified in the prospectus.

Provided that the beginning of the said third day or such later time as aforesaid
is hereafter in this Act referred to as "the time of the opening of the subscription
lists".

(2) In subsection (1), the reference to the day on which the prospectus is
first issued generally shall be construed as referring to the day on which it is
first so issued as a newspaper advertisement.
Provided that, if it is not so issued as a newspaper advertisement before the
third day after that on which it is first so issued in any other manner, the said
reference shall be construed as referring to the day on which it is first so issued
in any manner.
(3) The validity of an allotment shall not be affected by any contravention
of the foregoing provisions of this section but, in the event of any such
contravention, the company and every officer of the company who is in default
shall be liable to a fine.

(4) In the application of this section to a prospectus offering shares or

debentures for sale, the foregoing subsections shall have effect with the
substitution of references to sale for references to allotment, and with the
substitution for the reference to the company and every officer of the company
who is in default of a reference to any person by or through whom the offer is
made and who knowingly and wilfully authorises or permits the contravention.
(5) An application for shares in or debentures of a company which is
made in pursuance of a prospectus issued generally shall not be revocable until'
after the expiration of the third day after the time of the opening of the
subscription lists, or the giving before the expiration of the said third day, by
some person responsible under section 51 for the prospectus, of a public notice
having the effect under that section of excluding or limiting the responsibility of
the person giving it.
(6) In reckoning for the purposes of this section and section 59 the third
day after another day, any intervening day which is a Saturday or Sunday or
which is a public or bank holiday shall be disregarded, and if the third day (as
so reckoned) is itself a Saturday or Sunday or such a public or bank holiday
there shall for the said purposes be substituted the first day thereafter which is
none of them.

59.(1) Where a prospectus, whether issued generally or not, states that

application has been or will be made for permission for the shares or debentures
offered thereby to be dealt in on any stock exchange, any allotment made on an
application in pursuance of the prospectus shall, whenever made, be void if the
permission has not been applied for before the third day after the first issue of
the prospectus or if the permission has been refused before the expiration of
three weeks from the date of the closing of the subscription lists or such longer
period not exceeding six weeks as may, within the said three weeks, be notified
to the applicant for permission by or on behalf of the stock exchange.

(2) Where the permission has not been applied for as aforesaid, or has
been refused as aforesaid, the company shall forthwith repay without interest all
money received from applicants in pursuance of the prospectus, and, if any such
money is not repaid within eight days after the company becomes liable to
repay it, the directors of the company shall be jointly and severally liable to
repay that money with interest at the rate of five per centum per annum from the
expiration of the eighth day;

Provided that a director shall not be liable if he proves that the default in the
repayment of the money was not due to any misconduct or negligence on his
part.
(3) All money received as aforesaid shall be kept in a separate bank
account so long as the company may become liable to repay it under subsection
(2), and, if default is made in complying with this subsection, the company and
every officer of the company who is in default shall be liable to a fine.

(4) Any condition requiring or binding any applicant for shares or

debentures to waive compliance with any requirement of this section shall be
void.

(5) For the purposes of this section, permission shall not be deemed to be
refused if it is intimated that the application for it, though not at present granted,
will be given further consideration.
(6) This section shall have effect:-
(a) in relation to any shares or debentures agreed to be taken by a
person underwriting an offer thereof by a prospectus as if he had
applied therefore in pursuance of the prospectus; and
(b) in relation to a prospectus offering shares for sale with the
following modifications, that is to say:-

(i) references to sale shall be substituted for references to

allotment;

(ii) the persons by whom the offer is made, and not the
company, shall be liable under subsection (2) to repay
money received from applicants, and references to the
company's liability under that subsection shall be construed
accordingly; and

(iii) for the reference in subsection (3) to the company and

every officer of the company who is in default there shall
be substituted a reference to any person by or through
 whom the offer is made and who is knowingly and wilfully
authorises or permits the default.
60.(1) Whenever a company limited by shares or a company return as
limited by guarantee and having a share capital makes any allotment of its
shares, the company shall within sixty days thereafter deliver to the Registrar
for registration:-
(a) a return of the allotments, stating the number and nominal
amount of the shares comprised in the allotment, the names,
addresses and description of the allottees, and the amount, if any,
paid or due and payable on each share; and
(b) in the case of shares allotted as fully or partly paid up otherwise
than in cash, a contract in writing constituting the title of the
allottee to the allotment together with any contract of sale, or for
services or other consideration in respect of which that allotment
was made, such contracts being duly stamped, and a return
stating the number and nominal amount of shares so allotted, the
extent to which they are to be treated as paid up, and the
consideration for which they have been allotted.
(2) Where such a contract as above mentioned is not reduced to writing,
the company shall within sixty days after the allotment deliver to the Registrar
for registration the prescribed particulars of the contract stamped with the same
stamp duty as would have been payable if the contract had been reduced to
writing, and those particulars shall be deemed to be an instrument within the
meaning of the Stamp Duty Act, and the Registrar may, as a condition of filing
the particulars, require that the duty payable thereon be adjudicated under
section 36 of that Act.
(3) If default is made in complying with this section, every officer of the
company who is in default shall be liable to a fine for every day during which
the default continues:

Provided that, in case of default in delivering to the Registrar within sixty days
after the allotment any document required to be delivered by this section, the
company, or any officer liable for the default, may apply to the court for relief,
and the court, if satisfied that the omission to deliver the document was
accidental or due to inadvertence or that it is just and equitable to grant relief,
may make an order extending the time for the delivery of the document for such
period as the court may think proper.
Commissions and Discounts
61.(1) It shall be lawful for a company to pay a commission to any person in
consideration of his subscribing or agreeing to subscribe, whether absolutely or
conditionally, for any shares in the company, or procuring or agreeing to
procure subscriptions, whether absolute or conditional, for any shares in the
company if:-
 (a) the payment of the commission is authorised by the articles; and
(b) the commission paid or agreed to be paid does not exceed ten per
centum of the price at which the shares are issued or the amount
or rate authorised by the articles, whichever is the less; and
(c) the amount or rate per centum of the commission paid or agreed
to be paid is:-
(i) in the case of shares offered to the public for subscription,
(ii) disclosed in the prospectus; or
(iii) in the case of shares not offered to the public for
subscription, disclosed in the statement in lieu of
prospectus, or in a statement in the prescribed form signed
in like manner as a statement in lieu of prospectus and
delivered before the payment of the commission to the
Registrar for registration, and, where a circular or notice,
not being a prospectus, inviting subscription for the shares
is issued, also disclosed in that circular or notice; and

(d) the number of shares which persons have agreed for a

commission to subscribe absolutely is disclosed in manner
aforesaid.

(2) Save as aforesaid, no company shall apply any of its shares or capital
money either directly or indirectly in payment of any commission, discount or
allowance to any person in consideration of his subscribing or agreeing to
subscribe, whether absolutely or conditionally, for any shares in the company,
or procuring or agreeing to procure subscriptions, whether absolute or
conditional, for any shares in the company, whether the shares or money be so
applied by being added to the purchase money of any property acquired by the
company or to the contract price of any work to be executed for the company,
or the money be paid out of the nominal purchase money or contract price, or
otherwise.
(3) A vendor to, promoter of, or other person who receives payment in
money or shares from, a company shall have and shall be deemed always to
have had power to apply any part of the money or shares so received in
payment of any commission, the payment of which, if made directly by the
company, would have been legal under this section.

(4) If default is made in complying with the provisions of this section

relating to the delivery to the Registrar of the statement in the prescribed form,
the company and every officer of the company who is in default shall be liable
to a fine.

62.(1) Subject as provided in this section, it shall not be lawful for a

company to give, whether directly or indirectly, and whether by means of a
loan, guarantee, the provision of security or otherwise any financial assistance
for the purpose of or in connection with a purchase or subscription made or to
be made by any person of or for any shares in the company, or, where the
company is a subsidiary company, in its holding company:
Provided that nothing in this section shall be taken to prohibit:-
(a) where the lending of money is part of the ordinary business of a
company. the lending of money by the company in the ordinary
course of its business;

(b) the provision by a company, in accordance with any scheme for

the time being in force, of money for the purchase of, or
subscription for, fully-paid shares in the company or its holding
company, being a purchase or subscription by trustees of or for
shares to be held by or for the benefit of employees of the
company. including any director holding a salaried employment
or office in the company;

(c) the making by a company of loans to persons, other than

directors, bona fide in the employment of the company with a
view to enabling those persons to purchase or subscribe for fully
paid shares in the company or its holding company to be held by
themselves by way of beneficial ownership.
(2) If a company acts in contravention of this section, the company and
every officer of the company who is in default shall be liable to a fine.

Construction of References to offering Shares or Debentures to the Public

Shares
63.(1) Any reference in this Act to offering shares or debentures to the
public shall, subject to any provision to the contrary contained therein, be
construed as including a reference to offering them to any section of the public,
whether selected as members or debenture holders of the company concerned or
as clients of the person issuing the prospectus or in any other manner, and
references in this Act or in a company's articles to invitations to the public to
subscribe for shares or debentures shall, subject as aforesaid, be similarly
construed.

(2) Subsection (1) shall not be taken as requiring any offer or invitation to
be treated as made to the public if it can properly be regarded, in all the
circumstances, as not being calculated to result, directly or indirectly, in the
shares or debentures becoming available for subscription or purchase by
persons other than those receiving the offer or invitation, or otherwise as being
a domestic concern of the persons making and receiving it, and in particular:-
 (a) a provision in a company's articles prohibiting invitations to the
public to subscribe for shares or debentures shall not be taken as
prohibiting the making to members or debenture holders of an
invitation which can properly be regarded as aforesaid; and
(b) the provisions of this Act relating to private companies shall be
construed accordingly.
Issue of Shares at Premium and Discount and Redeemable
Preference Shares
64.(1) Where a company issues shares at a premium, whether for cash or
otherwise, a sum equal to the aggregate amount or value of the premiums on
those shares shall be transferred to an account, to be called "the share premium
account", and the provisions of this Act relating to the reduction of the share
capital of a company shall, except as provided in this section, apply as if the
share premium account were paid up share capital of the company.

(2) The share premium account may, notwithstanding anything in

subsection (1), be applied by the company in paying up unissued shares of the
company to be issued to members of the company as fully paid bonus shares, in
writing off:-
(a) the preliminary expenses of the company; or
(b) the expenses of, or the commission paid or discount allowed on,
any issue of shares or debentures of the company; or
(c) in providing for the premium payable on redemption of any
redeemable preference shares or of any debentures of the
company.
65.(1) Save as provided in this section, it shall be lawful for a company to
issue at a discount shares in the company of a class already issued.
Provided that:-

(a) the issue of the shares at a discount shall be authorized by

resolution passed in general meeting of the company, and shall
be sanctioned by the court;
(b) the resolution shall specify the maximum rate of discount at
which the shares are to be issued;
(c) not less than one year shall at the date of the issue have elapsed
since the date on which the company was entitled to commence
business;
(d) the shares to be issued at a discount shall be issued within one
month after the date on which the issue is sanctioned by the court
or within such extended time as the court may allow.
 (2) Where a company has passed a resolution authorising the issue of
shares at a discount, it may apply to the court for an order sanctioning the issue,
and on any such application the court, if having regard to all the circumstances
of the case it thinks proper so to do, may make an order sanctioning the issue on
such terms and conditions as it thinks fit.
(3) Every prospectus relating to the issue of the shares shall contain
particulars of the discount allowed on the issue of the shares or of so much of
that discount as has not been written off at the date of the issue of the
prospectus.
If default is made in complying with this subsection, the company and every
officer of the company who is in default shall be liable to a default fine.

66.(1) Subject to the provisions of this section, a company limited by shares

may, if so authorised by its articles, issue preference shares which are, or at the
option of the company are to be liable, to be redeemed.
Provided that:-
(a) such shares shall be redeemed except out of profits of the
company which would. otherwise be available for dividend or
out of the proceeds of a fresh issue of shares made for the
purposes of the redemption;

(b) no such shares shall be redeemed unless they are fully paid;
(c) the premium, if any, payable on redemption, shall be provided
for out of the profits of the company or out of the company's
share premium account before the shares are redeemed;
(d) where any such shares are redeemed otherwise than out of the
proceeds of a fresh issue, there shall out of profits which would
otherwise have been available for dividend be transferred to a
reserve fund, to be called "the capital redemption reserve fund", a
sum equal to the nominal amount of the shares redeemed, and the
provisions of this Act relating to the reduction of the share
capital of a company shall, except as provided in this section
apply as if the capital redemption reserve fund were paid-up
share capital of the company.
(2) Subject to the provisions of this section, the redemption of preference
shares thereunder may be effected on such terms and in such manner as may be
provided by the articles of the company.
(3) The redemption of preference shares under this section by a company
shall not be taken as reducing the amount of the company's authorised share
capital.

(4) Where in pursuance of this section a company has redeemed or is

about to redeem any preference shares, it shall have power to issue shares up to
the nominal amount of the shares redeemed or to be redeemed as if those shares
had never been issued, and accordingly the share capital of the company shall
not for the purposes of any enactments relating to stamp duty be deemed to be
increased by the issue of shares in pursuance of this subsection.

Provided that, where new shares are issued before the redemption of the
old shares, the new shares shall not, so far as relates to stamp duty, be deemed
to have been issued in pursuance of this subsection unless the old shares are
redeemed within one month after the issue of the new shares.
(5) The capital redemption reserve fund may, notwithstanding any-thing
in this section, be applied by the company in paying up unissued shares of the
company to be issued to members of the company as fully paid bonus shares.
Miscellaneous Provisions as to Share Capital

67. A company, if so authorised by its articles, may do any or more of the

following things:-
(a) make arrangements on the issue of shares for a difference
between the shareholders in the amount and times of payment of
calls on their shares;
(b) accept from any member the whole or a part of the amount
remaining unpaid on any shares held by him, although no part of
that amount has been called up;
(c) pay dividend in proportion to the amount paid up on each share
where a larger amount is paid up on some shares than on others.
68. A limited company may by special resolution determine that any
portion of its share capital which has not been already called up shall not be
capable of being called up except in the event and for the purposes of the
company's being wound up, and thereupon that portion of its share capital shall
not be capable of being called up except in the event and for the purposes
aforesaid.

69.(1) A company limited by shares or a company limited by guarantee and

having a share capital, if so authorised by its articles, may alter the conditions of
its memorandum as follows, that is to say, it may:-
(a) increase its share capital by new shares of such amount as it
thinks expedient;
(b) consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares;
(c) convert all or any of its paid-up shares into stock, and reconvert
that stock into paid-up shares of any denomination;
 (d) sub-divide its shares, or any of them, into shares of smaller
amount than is fixed by the memorandum, so, however, that in
the subdivision the proportion between the amount paid and the
amount, if any, unpaid on each reduced share shall be the same
as it was in the case of the share from which the reduced share is
derived;

(e) cancel shares which, at the date of passing of the resolution in

that behalf, have not been taken or agreed to be taken by any
person, and diminish the amount of its share capital by the
amount of the shares so cancelled.

(2) The powers conferred by this section shall be exercised by the

company in general meeting.

(3) A cancellation of shares in pursuance of this section shall not be

deemed to be a reduction of share capital within the meaning of this Act.

(4) Notwithstanding the provisions of this section, the Minister

responsible for finance may appoint a competent authority to assess and review,
at any time, the capital of the company and propose the increase of share capital
if necessary.

70.(1) If a company having a share capital has:-

(a) consolidated and divided its share capital into shares of larger
amount than its existing shares; or
(b) converted any shares into stock; or
(c) re-converted stock into shares; or
(d) sub-divided its shares or any of them; or
(e) redeemed any redeemable preference shares; or
(f) cancelled any shares, otherwise than in connection with a
reduction of share capital under section 74;

it shall within one month after so doing give notice thereof to the
Registrar specifying, as the case may be, the shares consolidated,
divided, converted, sub-divided, redeemed or cancelled, or the
stock re-converted.
(2) If default is made in complying with this section, the company and
every officer of the company who is in default shall be liable to a default fine.

71.(1) Where a company having a share capital, whether its shares have or
have not been converted into stock, has increased its share capital beyond the
registered capital, it shall, within fifteen days after the passing of the resolution
authorising the increase, give to the Registrar notice of the increase, and the
Registrar shall record the increase.

(2) The notice to be given as aforesaid shall include such particulars as

may be prescribed with respect to the classes of shares affected and the
conditions subject to which the new shares have been or are to be issued, and
there shall be forwarded to the Registrar together with the notice a printed copy
of the resolution authorising the increase.

(3) If default is made in complying with this section, the company and
every officer of the company who is in default shall be liable to a default fine.

72. An unlimited company having a share capital may, by its resolution for
registration as a limited company in pursuance of this Act, do either or both of
the following things namely:-

(a) increase the nominal amount of its share capital by increasing the
nominal amount of each of its shares, but subject to the condition
that no part of the increased capital shall be capable of being
called up except in the event and for the purposes of the
company's being wound up;
(b) provide that a specified portion of its uncalled share capital shall
not be capable of being called up except in the event and for the
purposes of the company's being wound up.
73. Where any shares of a company are issued for the purpose of raising
money to defray the expenses of the construction of any works or buildings or
the provision of any plant which cannot be made profitable for a long period,
the company may pay interest on so much of that share capital as is for the time
being paid up for the period and subject to the conditions and restrictions in this
section mentioned, and may charge the sum so paid by way of interest to capital
as part of the cost of construction of the work or building, or the provision of
plant.

Provided that:-
(a) no such payment shall be made unless it is authorised by the
articles or by special resolution;
(b) no such payment, whether authorised by the articles or by special
resolution, shall be made without the previous sanction of the
Registrar which sanction shall be conclusive evidence for the
purposes of this section that the shares of the company in respect
of which such sanction is given have been issued for a purpose
specified in this section;
(c) before sanctioning any such payment the Registrar may, at the
expense of the company, appoint a person to inquire and report to
him as to the circumstances of the case, and may, before making
 the appointment, require the company to give security for the
payment of the costs of the inquiry;

(d) the payment shall be made only for such period as may be
determined by the Registrar and that period shall in no case
extend beyond the close of the half year next after the half year
during which the works or buildings have been actually
completed or the plant provided;

(e) the rate of interest shall in no case exceed four per centum per
annum or such other rate as the Registrar may for the time being
by notice in the Gazette prescribe;
(f) the payment of the interest shall not operate as a reduction of the
amount paid up on the shares in respect of which it is paid.
74.(1) A company limited by shares or a company limited by guarantee and
having a share capital may, if so authorised by its articles and as provided
herein, by special resolution reduce its share capital in any way, and in
particular, may:-

(a) extinguish or reduce the liability on any of its shares in respect of

share capital not paid up; or
(b) either with or without extinguishing or reducing liability on any
of its shares, cancel any paid up share capital which is lost or
unrepresented by available assets; or

(c) either with or without extinguishing or reducing liability on any

of its shares, pay off any paid up share capital which is in excess
of the requirements of the company,
and may, if and so far as is necessary, alter its memorandum by
reducing the amount of its share capital and of its shares
accordingly.
(2) The notice given of the intention to propose the special resolution to
reduce the company's share capital shall be accompanied by a directors'
certificate of solvency given in accordance with section 75 and, where
appropriate, the auditors' report thereon.
(3) Subject to section 76, a special resolution passed reducing the share
capital of a company shall not take effect until after the resolution has been filed
with the Registrar and the resolution shall not, in any event, be filed with the
Registrar until thirty five days from the date that it was passed.
(4) A special resolution reducing the share capital of a company shall be
advertised in the Official Gazette and, in the case of a public company, the
national newspaper, in each case within five working days of the resolution
having been passed, if the company fails to comply with this subsection, the
directors shall be liable to a fine.
 75.(1) Where it is proposed to pass a resolution reducing the share capital of
a company, the directors of a majority of them shall certify that they have made
a full inquiry into the affairs of the company, and that, having so done, they
have formed the opinion that the company will be able to pay its debts in full
within twelve months from the date of the certificate or, if the company is
wound up within that period, the date of the commencement of the winding up.

(2) The directors' certificate shall be accompanied by a report from the

auditors to the effect that they have enquired into the state of the company's
affairs and are not aware of anything to indicate that the directors' certificate of
solvency is unreasonable.

(3) Any director of a company giving a certificate under this section

without having reasonable grounds for his opinion shall be liable to
imprisonment of a terms not exceeding six monthsor to a fine not exceeding
three hundred thousand,or to both; and if the company is wound up in
pursuance of a resolution passed within the period of twelve months after the
giving of the certificate, but its debts are not paid or provided for in full within
the period stated in the certificate, it shall be presumed unless the contrary is
shown that the director did not have reasonable grounds for his opinion.

76.(1) In the case of a reduction in the share capital of the company other
than for the purpose specified in section 74(1) (b), any creditor of the company
may apply to the court to object to the proposed reduction on the grounds that
his position as creditor would be materially prejudiced by the reduction.
(2) An application under this section shall be made:-
(a) within twenty eight days of the advertisement of the special
resolution in the OfficialGazette or, where appropriate, national
newspaper; or
(b) in the case of a failure to advertise the special resolution as
required by section 74(4), within such further period as the court
may think just.
(3) On an application under this section the court may make an order
prohibiting the reduction or conforming the reduction either wholly or in part
and on such terms and conditions as it thinks fit.
(4) An alteration in the memorandum of a company made by virtue of an
order under this section is of the same effect as if duly made by resolution, and
this Act shall apply accordingly to the memorandum so altered.
77.(1) In the case of a reduction in capital that is not effected in accordance
with sections 74, 75 and 76, including the case where a certificate is given by
directors under section 75 where the directors did not have reasonable grounds
to believe in its truth, any creditor of the company that would have been entitled
to object to the proposed reduction under section 76 may apply to the court to
object to the reduction on the grounds that his position as creditor has been
materially prejudiced by the reduction.
(2) On an application under this section the court may make such order as
it thinks fit, including an order that every member of the company at the date of
the passing of the special resolution reducing the share capital having
knowledge of the failure to company with section 75, 75 and 76 and, where
appropriate, every director giving a directors' certificate under section 75 shall
be liable to:-
(a) contribute to the payment of the debt or claim of the creditor,
save that in the case of a member this shall be in an amount not
exceeding the amount which he would have been liable to
contribute if the company had commenced to be wound up on the
day before the date of the passing of the special resolution; or
(b) contribute to the repayment of the sum by which the share capital
of the company was reduced as a result of the passing of the
special resolution.
(3) Nothing in this section shall affect the rights of the contributories
among themselves.

78.(1) If, in the case of a company the share capital of which is divided into
different classes of shares, provision is made by the memorandum or articles
for authorizing the variation of the rights attached to any class of shares in the
company, subject to the consent of any specified proportion of the holders of
the issued shares of that class of the sanction of a resolution passed at a separate
meeting of the holders of those shares, and in pursuance of the said provision
the rights attached to any such class of shares are at any time varied, the holders
of not less in the aggregate than fifteen per centum of the issued shares of that
class, being persons who did not consent to or vote in favour of the resolution
for the variation, may apply to the court to have the variation cancelled, and ,
where any such application is made, the variation shall not have effect unless
and until it is confirmed by the court.
(2) An application under this section shall be made within twenty one
days after the date on which the consent was given or the resolution was passed,
as the case may be, and may be made on behalf of the share-holders entitled to
make the application by such one or more of their number as they may appoint
in writing for the purpose.

(3) On any such application the court, after hearing the applicant and any
other persons who apply to the court to be heard and appear to the court to be
interested in the application, may, if it is satisfied, having regard to all the
circumstances· of the case, that the variation would unfairly, prejudice the
shareholders of the class represented by the applicant, disallow the variation and
shall, if not so satisfied, confirm the variation.
 (4) The decision of the court on any such application shall be final.

(5) The company shall within fifteen days after the making of an order by
the court on any such application forward a certified copy of the order to the
Registrar, and, if default is made in complying with this provision, the company
and every officer of the company who is in default shall be liable to a default
fine.
(6) The expression ''variation'' in this section includes abrogation and the
expression "varied" shall be construed accordingly.

79. The shares or other interest of any member in a company shall be

movable property, transferable in manner provided by the articles of the
company.

80.(1) An approved stock exchange may establish a depository in which

issued securities may be maintained provided that the Authority or other ruling
body of such exchange shall prescribe rules relating to safe custody, transfer
and reports to be filed with the Registrar relating to transactions concerning the
deposited securities.

(2) The rules prescribed under subsection (1) shall be satisfactory to the
Registrar.

(3) Transfer of securities deposited in a depository maintained by an

approved stock exchange shall be effected.

81. Each share in a company having a share capital shall be distinguished

by its appropriate number.
Provided that, if at any time all the issued shares in a company, or all the issued
shares therein of a particular class, are fully paid up and rank pari passu for all
purposes, none of those shares need thereafter have a distinguishing number so
long as it remains fully paid up and ranks pari passu for all purposes with all
shares of the same class for the time being issued and fully paid up.

82. Notwithstanding anything in the articles of a company, it shall not be

lawful for the company to register a transfer of shares in or debentures of the
company unless a proper instrument of transfer has been delivered on to the
company:
Provided that nothing in this section shall prejudice any power of transfer the
company to register as shareholder or debenture holder any person to whom the
right to any shares in or debentures of the company has been transmitted by
operation of law.

83. A transfer of the share or other interest of a deceased member of a

company made by his legal representative shall, although the legal
representative is not himself a member of the company, be as valid as if he had
been such a member at the time of the execution of the instrument of transfer.
84. On the application of the transferor or any share or interest in a
company, the company shall enter in its register of members the name of the
transferee in the same manner and subject to the same conditions as if the
application for the entry were made by the transferee.
85.(1) If a company refuses to register a transfer of any shares or debentures,
the company shall, within two months after the date on which the transfer was
lodged with the company, send to the transferee notice of the refusal.

(2) If default is made in complying with this section, the company and
every officer of the company who is in default shall be liable to a default fine.

86.(1) The certification by a company of any instrument of transfer of shares

in or debentures of the company shall be taken as a representa-tion by the
company to any person acting on the faith of the certification that there have
been produced to the company such documents as on the face of them show a
prima facie title to the shares or debentures in the transferor named in the
instrument of transfer, but not as a representation that the transferor has any title
to the shares or debentures.

(2) Where any person acts on the faith of a false certification by a

company made negligently, the company shall be under the same liability to
him as if the certification had been made fraudulently.

(3) For the purposes of this section:-

(a) an instrument of transfer shall be deemed to be certificated if it

bears the words "certificate lodged" or words to the like effect;

(b) the certification of an instrument of transfer shall be deemed to

be made by a company if:-

(i) the person issuing the instrument is a person authorised to

issue certificated instruments of transfer on the company's
behalf; and

(ii) the certification is signed by a person authorised to

certificate transfers on the company's behalf or by any
officer or servant either of the company or of a body
corporate so authorised;

(c) a certification shall be deemed to be signed by any person if:-

(i) it purports to be authenticated by his signature or initials

(whether hand written or not); and
 (ii) it is not shown that the signature or initials was or were
placed there neither by himself nor by any person
authorised to use the signature or initials for the purpose of
certificating transfers on the company's behalf.
87.(1) Every company shall, within three months after the allotment of any
of its shares, debenture or debenture stock and within three months after the
date on which a transfer of any such shares, debentures or debenture stock is
lodged with the company, complete and have ready for delivery the certificates
of all shares, the debentures and the certificates of all debenture stock allotted or
transferred, unless the conditions of issue of the shares, debenture or debenture
stock otherwise provide.
For the purpose of this subsection "transfer" means a transfer duly stamped and
otherwise valid, and does not include such a transfer as the company as for any
reason entitled to refuse to register and does not register.
(2) If default is made in complying with this section, the company and
every officer of the company who is in default shall be liable to a default fine.
(3) If any company on whom notice has been served requiring the
company to make good any default in complying with the provisions of
subsection (1) fails to make good the default within ten days after the service of
notice, the court may, on the application of the person entitled to have the
certificates or the debentures delivered to him, make an order directing the
company and any officer of the company to make good the default within such
time as may be specified in the order, and any such order may provide that all
costs of and incidental to the application shall be borne by the company or by
any officer of the company responsible for the default.

88. A certificate, under the common seal of the company, specifying any
shares held by any member, shall be prima facie evidence of the title of the
member to the shares.

89. The production to a company of any document which is by law

sufficient evidence that:-
(a) probate of the will, or letters of administration of the estate, of a
deceased person has or have been granted to some person; or

(b) the administrator of estate has undertaken the administration of

an estate under the provisions of relevant laws for the
administration of estate.
shall be accepted by the company, notwithstanding anything in
its articles, as sufficient evidence of such grant or undertaking

90.(1) A company limited by shares, if so authorized by its articles, may,

with respect to any fully paid-up shares, issue under its common seal a warrant
stating that the bearer of the warrant is entitled to the shares therein specified,
and may provide, by coupons or otherwise, for the payment of the future
dividends the shares include in the warrant.

(2) Such a warrant as aforesaid is in this Act termed a "share warrant".

(3) A share warrant shall entitle the bearer thereof to the shares therein
specified, and the shares may be transferred by delivery of the warrant.
91. If any person falsely and deceitfully personates any owner of any share
or interest in any company, or of any share warrant or coupon, issued in
pursuance of this Act, and thereby obtains or endeavours to obtain any such
share or interest or share warrant or coupon, or receives or endeavours to
receive any money due to any such owner, as if the offender were the true and
lawful owner, commits an offence, and shall on conviction be liable to
imprisonment for any term not exceeding seven years.

92.(1) If any person:-

(a) with intent to defraud, forges or alters, or offers, utters, disposes
of, or puts off, knowing the same to be forged or altered, any
share warrant or coupon, or any document purporting to be a
share warrant or coupon, issued in pursuance of this Act; or

(b) by means of any such forged or altered share warrant, coupon, or

document, purporting as aforesaid, demands or endeavours to
obtain or receive any share or interest in any company under this
Act, or to receive any dividend or money payable in respect
thereof, knowing the warrant, coupon, or document to be forged
or altered;
commits an offence and upon conviction be liable to
imprisonment for life or for any term not less than three years.

(2) If any person without lawful authority or excuse, proof whereof shall
lie on him:-
(a) engraves or makes on any plate, wood, stone, or other material,
any share warrant or coupon purporting to be-
(i) a share warrant or coupon issued or made by any particular
company in pursuance of this Act; or
(ii) a blank share warrant or coupon so issued or made; or

(iii) a part of such a share warrant or coupon; or

(b) uses any plate, wood, stone, or other material, for the making or
printing of any such share warrant or coupon, or of any such
blank share warrant or coupon, or any part thereof respectively;
or
 (c) knowingly has in his custody or possession any plate, wood,
stone, or other material on which any share warrant or coupon so
purporting as aforesaid is engraved or made;
commits an offence and upon conviction be liable to
imprisonment for any term not exceeding fourteen years and not
less than three years.
93.(1) Every company which, after the appointed day, issues a series of
debentures shall keep at the registered office of the company a register of
holders of such debentures.

Provided that:-
(a) where the work of making up such register is done at some office
of the company other than the registered office, such register
may be kept at such office; and

(b) where the work of making up such register is by arrangement by

the company undertaken by some person on behalf of the
company, such register may be kept at the office of that person at
which the work is done.
(2) Every company shall give notice to the Registrar of the place where
the register is kept and of any change in that place;
Provided that a company shall not be bound to give notice under this subsection
if the register has, at all times since it came into existence, been kept at the
registered office of the company.

94.(1) Every register of holders of debentures of a company shall, except

when duly closed (but subject to such reasonable restrictions as the company
may in General Meeting impose, so that not less than two hours in each day
shall he allowed for inspection), be open to the inspection of the registered
holder of any such debentures or any holder of shares in the company without
fee, and of any other person on payment of a fee as may be prescribed by the
company.

(2) Any such registered holder of debentures or holder of shares as

aforesaid or any other person may require a copy of the register of the holders
of debentures of the company or any part thereof on payment of fifty cents for
every hundred words required to be copied.

(3) A copy of any trust deed for securing any issue of debentures shall be
forwarded to every holder of any such debentures at his request on payment in
the case of a printed trust deed of the sum of one shilling or such less sum as
may be prescribed by the company, or, where the trust deed has not been
printed, on payment of fifty cents for every hundred words required to be
copied.
 (4) If inspection is refused, or a copy is refused or not forwarded, the
company and every officer of the company who is in default shall be liable to a
fine.

(5) Where a company is in default as aforesaid, the court may by order

compel an immediate inspection of the register or direct that the copies required
shall be sent to the person requiring them.

(6) For the purposes of this section, a register shall be deemed to be duly
closed if closed in accordance with provisions contained in the articles or in the
debentures or, in the case of debenture stock, in the stock certificates, or in the
trust deed or other document securing the debentures or debenture stock, during
such period or periods, not exceeding in the whole thirty days in any year, as
may be therein specified.

95.(1) Subject to the following provisions of this section, any provision

contained in a trust deed for securing an issue of debentures, or in any contract
with the holders of debentures secured by a trust deed, shall be void in so far as
it would have the effect of exempting a trustee thereof from or indemnifying
him against liability for breach of trust where he fails to show the degree of care
and diligence required of him as trustee, having regard to the provisions of the
trust deed conferring on him any powers, authorities or discretions.

(2) Subsection (1) shall not invalidate:-

(a) any release otherwise validly given in respect of anything done

or omitted to be done by a trustee before the giving of the
release; or

(b) any provision enabling such a release to be given:-

(i) on the agreement thereto of a majority of not less than three

fourths in value of the debenture holders present and voting
in person or, where proxies are permitted by proxy at a
meeting summoned for the purpose; and

(ii) either with respect to specific acts or omissions or on the

trustee dying or ceasing to act.

(3) Subsection (1) shall not apply:-

(a) to invalidate any provision in force at the appointed day so long

as any person then entitled to the benefit of that provision or
afterwards given the benefit thereof under subsection (4) remains
a trustee of the deed in question; or

(b) to deprive any person of any exemption or right to be

 indemnified in respect of anything done or omitted to be done by
him whole any such provision was in force.
(4) While any trustee of a trustee deed remains entitled to the benefit of a
provision saved by subsection (3), the benefit of that provisions may be given
either:-

(a) to all trustees of the deed, present and future; or

(b) to any named trustees or proposed trustees thereof;

by a resolution passed by a majority of not less than three-fourths
in value of the debenture holders present in person or, where
proxies are permitted, by proxy at a meeting summoned for the
purpose in accordance with the provisions of the summoned for
the purpose in any manner approved by the court.
96. A condition contained in any debentures or in any deed for securing any
debentures shall not be invalid by reason only that the debentures are thereby
made irredeemable or redeemable only on the happening of a contingency,
however remote, or on the expiration of a period however long, any rule of
equity to the contrary notwithstanding.

97.(1) Where a company has redeemed any debentures previously issued,

then:-
(a) unless any provision to the contrary, whether express or implied,
is contained in the articles or in any contract entered into by the
company; or

(b) unless the company has, by passing a resolution to that effect or

by some other act, manifested its intention that the debentures
shall be cancelled;
the company shall have power to re-issue the debentures, either by reissuing the
same debentures or by issuing other debentures in their place.
(2) Subject to the provisions of section 96, on a re-issue of redeemed
debentures the person entitled to the debentures shall have the same priorities as
if the debentures had never been redeemed.
(3) Where a company has deposited any of its debentures to secure
advances from time to time on current account or otherwise, the debentures
shall not be deemed to have been redeemed by reason only of the account of the
company having ceased to be in debit whilst the debentures remained so
deposited.
(4) The re-issue of a debenture or the issue of another debenture in its
place under the power by this section given to a company, shall be treated as the
issue of a new debenture for the purposes of stamp duty, but it shall not be so
treated for the purposes of any provision limiting the amount or number of
debentures to be issued.
Provided that any person lending money on the security of a debenture re-issued
under this section which appears to be duly stamped may give the debenture in
evidence in any proceedings for enforcing his security without payment of the
stamp duty or any penalty in respect thereof, unless he had notice or, but for his
negligence, might have discovered, that the debenture was not duly stamped,
but in any such case the company shall be liable to pay the proper stamp duty
and penalty.
98. A contract with a company to take up and pay for any debentures of the
company may be enforced by a decree for specific performance.

99.(1) The following applies in the case of a company where debentures of

the company are secured by a charge which, as created was a floating charge.

(2) Where either a receiver is appointed on behalf of the holders of any

debentures of a company secured by a floating charge, or possession is taken by
or on behalf of the holders of any of the debentures of any property comprised
in or subject to the charge, and the company is not at that time in the course of
being wound up, the company's preferential debts shall be paid out of the assets
coming to the hands of the person taking possession in priority to any claims for
principal or interest in respect of the debentures.

(3) "Preferential debts" has the same meaning as in the Insolvency Act.

(4) Payments made under this section shall be recouped, as far as may be,
out of the assets of the company available for payment of general creditors.

PART V
REGISTRATION OF CHARGES

100.(1) Subject to the provisions of this Part, every charge created by a

company registered in Zanzibar and being a charge to which this section applies
shall, so far as any security on the company's property or undertaking is
conferred thereby, be void against the liquidator and any creditor of the
company, unless the prescribed particulars of the charge together with the
instrument, if any, by which the charge is created or evidenced, are delivered to
or received by the Registrar for registration in the manner required by this Act
within forty two days after the date of its creation, but without prejudice to any
contract or obligation for repayment of the money thereby secured and when a
charge becomes void under this section the money secured thereby shall
immediately become payable.

(2) This section applies to the following charges:-

 (a) a charge for the purpose of securing any issue of debentures;
(b) a charge on uncalled share capital of the company;

(c) a charge created or evidenced by an instrument which if executed

by an individual, would require registration as a bill of sale;
(d) a charge on immovable property, wherever situate. or any
interest therein, but not including a charge for any rent or other
periodical sum issuing out of immovable property;
(e) a charge on book debts of the company;
(f) a floating charge on the undertaking or property of the company
(g) a charge on calls made but not paid;
(h) a charge on a ship or any share in a ship;
(i) a charge on goodwill, on a patent or a licence under a patent, on a
trademark or on a copyright or a licence under a copyright.
(3) In the case of a charge created out of Zanzibar comprising property
situate outside Zanzibar, the delivery to and the receipt by the Registrar of a
copy verified in the prescribed manner of the instrument by which the charge is
created or evidenced shall have the same effect for the purposes of this section
as the delivery and receipt of the instrument itself, and forty-two days after the
date on which the instrument or copy could, in due course of post, and if
dispatched with due diligence, have been received in Zanzibar shall be
substituted for forty two days after the date of the creation of the charge as the
time within which the particulars and instrument or copy are to be delivered to
the Registrar.
(4) Where a charge is created in Zanzibar but comprises property outside
Zanzibar, the instrument creating or purporting to create the charge may be sent
for registration under this section notwithstanding that further proceedings may
be necessary to make the charge valid or effectual according to the law of the
country in which the property is situate.
(5) Where a charge comprises property situate outside Zanzibar and
registration in the country where the property is situate is necessary to make the
charge valid or effectual according to the law of that country, the delivery to
and the receipt by the Registrar of a copy verified in the prescribed manner of
the instrument by which the charge is created or evidenced, together with a
certificate in the prescribed form stating that the charge was presented for
registration in the country where the property is situate on the date on which it
was so presented shall, for the purposes of this section, have the same effect as
the delivery and receipt of the instrument itself.
(6) Where a negotiable instrument has been given to secure the payment
of any book debts of a company the deposit of the instrument for the purpose of
securing an advance to the company shall not, for the purposes of this section,
be treated as a charge on those book debts.
(7) The holding of debentures entitling the holder to a charge on
immovable property shall not for the purposes of this section be deemed to be
an interest in immovable property.
(8) Where a series of debentures containing, or giving by reference to any
other instrument, any charge to the benefit of which the debenture holders of
that series are entitled pari passu is created by a company., it shall, for the
purposes of this section, be sufficient if there are delivered to or received by the
Registrar, within forty two days after the execution of the deed containing the
charge or, if there is no such deed, after the execution of any debentures of the
series. the following particulars:-
(a) the total amount secured by the whole series; and
(b) the dates of the resolutions authorising the issue of the series and
the date of the covering deed, if any, by which the security is
created or defined; and

(c) a general description of the property charged; and

(d) the name of the trustees, if any, for the debenture holders;
together with the deed containing the charge, or, if there no such
deed, one of the debentures of the series.
Provided that, where more than one issue is made of debentures in the series,
there shall be sent to the Registrar for entry in the register particulars of the date
and amount of each issue, but an missions do this shall not affect the validity of
the debentures issued.

(9) Where any commission, allowance or discount has been paid or made
either directly or indirectly by a company to any person in consideration of his
subscribing or agreeing to subscribe, whether absolutely or conditionally, for
any debentures of the company, or procuring or agreeing to procure
subscriptions, whether absolute or conditional, for any such debentures, the
particulars required to be sent for registration under this section shall include
particulars as to the amount or rate per centum of the commission, discount or
allowances to be paid or made, but omission to do this shall not affect the
validity of the debentures issued.

Provided that the deposit of any debentures as security for any debt of the
company shall not, for the purposes of this subsection, be treated as the issue of
the debentures at a discount.
(10) In this Part the expression "charge" includes mortgage.

101.(1) It shall be the duty of a company to send to the Registrar for

registration the particulars of every charge created by the company and of the
issues of debentures of a series requiring registration under section 100, but
registration of any such charge may be effected on the application of any person
interests therein.

(2) Where registration is effected on the application of some person other

than the company, that person shall be entitled to recover from the company the
amount of any fees properly paid by him to the Registrar on the registration.

(3) If any company makes default in sending to the Registrar for

registration the particulars of any charge created by the company or of the
issues of debentures of a series requiring registration as aforesaid, then, unless
the registration has been effected on the application of some other person, the
company and every officer of the company who is in default shall be liable to a
default fine.
102. Where a company acquires any property which is subject to a charge of
any such kind as would, if it had been created by the company after the
acquisition of the property, have been required to be registered under this Part,
the company shall cause the prescribed particulars of the charge, together with a
copy (certified in the prescribed manner to be a correct copy) of the instrument,
if any, by which the charge was created or is evidenced, to be delivered to the
Registrar for registration in manner required by this Act within twenty-one days
after the date on which the acquisition is completed.

Provided that, if the property is situate and the charge was created outside
Zanzibar, twenty one days after the date on which the copy of the instrument
could in due course of post, and if dispatched with due diligence, have been
received in Zanzibar shall be substituted for twenty one days after the
completion of the acquisition as the time within which the particulars and the
copy of the instrument are to be delivered to the Registrar.

(2) If default is made in complying with this section, the company and
every officer of the company who is in default shall be liable to a default fine.

103.(1) The Registrar shall keep, with respect to each company, a register in
the prescribed form of all the charges requiring registration under this Part, and
shall, on payment of the prescribed fee, enter in the register with respect to such
charges the following particulars:-

(a) in the case of a charge to the benefit of which the holders of a

series of debentures are entitled, such particulars as are specified
in section 100(8);

(b) in the case of any other charge:-

(i) if the charge is a charge created by the company, the date
of its creation, and if the charge was a charge existing on
property acquired by the company, the date of the
acquisition of the property; and
 (ii) the amount secured by the charge; and

(iii) short particulars of the property charged; and

(iv) the persons entitled to the charge.

(2) The Registrar shall give a certificate under his hand of the registration
of any charge registered in pursuance of this Part, stating the amount thereby
secured, and the certificate shall be conclusive evidence that the requirements of
this Part as to registration have been complied with.

(3) The register kept in pursuance of this section shall be open to

inspection by any person on payment of the prescribed fee, for each inspection
at such rate as may be prescribed by the Minister in the Regulations.
104.(1) The company shall cause a copy of every certificate of registration
given under section 103 to be indorsed on every debenture or certificate of-
debenture stock which is issued by the company and the payment of which is
secured by the charge so registered.
Provided that nothing in this subsection shall be construed as requiring a
company to cause a certificate of registration of any charge so given to be
indorsed on any debenture or certificate of debenture stock issued by the
company before the charge is created.

(2) If any person knowingly and wilfully authorises or permits the

delivery of any debenture or certificate of debenture stock which under the
provisions of this section is required to have indorsed on it a copy of a
certificate of registration without the copy's being so indorsed upon it, he shall,
without prejudice to any other liability, be liable to a fine.

105. The Registrar, on evidence being given to his satisfaction with respect
to any registered charge:-

(a) that the debt for which the charge was given has been paid or
satisfied in whole or in part; or

(b) that part of the property or undertaking charged has been released
from the charge or has ceased to form part of the company's
property or undertaking;

may enter on the register a memorandum of satisfaction in whole or in part, or

of the fact that part of the property or undertaking has been released from the
charge or has ceased to form part of the company's property or undertaking, as
the case may be, and where he enters a memorandum of satisfaction in whole he
shall, if required, furnish the company with a copy thereof.

106. The court, on being satisfied that the omission to register a charge
within the time required by this Act or that the omission or misstatement of any
particular with respect to any such charge or in a memorandum of satisfaction
was accidental, or due to inadvertence or to some other sufficient cause, or is
not of a nature to prejudice the position of creditors or shareholders of the
company, or that on other grounds it is just and equitable to grant relief, may,
on the application of the company or any person interested, and on such terms
and conditions as seem to the court just and expedient, order that the time for
registration shall be extended, or, as the case may be, that the omission or mis-
statement shall be rectified and may make such order as to the costs of the
application as it thinks fit.

107.(1) If any person obtains an order of the appointment of a receiver or

manager of the property of a company, or appoints such a receiver or manager
under any powers contained in any instrument, he shall, within seven days from
the date of the order or of the appointment under the said powers, give notice of
the fact to the Registrar, and the Registrar shall, on payment of the prescribed
fee, enter the fact in the register of charges.

(2) Where any person appointed receiver or manager of the property of a

company under the powers contained in any instrument ceases to act as such
receiver or manager, he shall, on so ceasing, give the Registrar notice to that
effect, and the Registrar shall enter the notice in the register of charges.
(3) If any person makes default in complying with the requirements of
this section, he shall be liable to a default fine.
Provisions as to Company's Register of Charges and as to Copies of
Instruments creating Charges

108. Every company shall cause a copy of every instrument creating any
charge requiring registration under this Part to be kept at the registered office of
the company:
Provided that, in the case of a series of uniform debentures, a copy of one
debenture of the series shall be sufficient.

109.(1) Every limited company shall keep at the registered office of the
company a register of charges and enter therein all charges specifically
affecting property of the company and all floating charges on the undertaking or
any property of the company, giving in each case a short description of the
property charged, the amount of the charge, and, except in the case of securities
to bearer, the names of the persons entitled thereto.
(2) If any officer of the company knowingly and wilfully authorises or
permits the omission of any entry required to be made in pursuance of this
section, he shall be liable to a fine.

110.(1) The copies of instruments creating any charge requiring registration

under this Part with the Registrar, and the register of charges kept in pursuance
of section 109, shall be open during business hours (but subject to such
reasonable restrictions as the company in general meeting may impose, so that
not less than two hours in each day shall be allowed for inspection) to the
inspection of any creditor or member of the company without fee, and the
register of charges shall also be open to the inspection of any other person on
payment of such fee for each inspection, as the company may prescribe.
(2) If inspection of the said copies or register is refused, every officer of
the company who is in default shall be liable to a fine and a further fine for
every day during which the refusal continues and the court may by order
compel an immediate inspection of the copies or register.
Application of Part IV to Companies incorporated outside Zanzibar
111. The provisions of this Part shall extend to charges on property in
Zanzibar which are created, and to charges on property in Zanzibar which is
acquired, by a company (whether a company within the meaning of this Act or
not) incorporated outside Zanzibar which has an established place of business in
Zanzibar.

PART VI
MANAGEMENT AND ADMINISTRATION

112.(1) A company shall, as from the day on which it begins to carry on

business or as from the fourteenth day after the date of its incorporation,
whichever is the earlier, have a registered office in Zanzibar to which all
communications and notices may be addressed.

(2) Notice of the situation of the registered office, and of any change
therein, shall be given within fourteen days after the date of the incorporation of
the company or of the change, as the case may be, to the Registrar, who shall
record the same.
The inclusion in the annual return of a company of a statement as to the address
of its registered office shall not be, taken to satisfy the obligation imposed by
this subsection.

(3) If default is made in complying with this section, the company and
every officer of the company who is in default shall be liable to a default fine.

113.(1) Every company shall:-

(a) paint or affix, and keep painted or affixed, its name on the
outside of every office or place in which its business is carried
on, in a conspicuous position, in easily legible Roman letters;
(b) have its name engraved in legible Roman letters on its seal;

(c) have its name mentioned in legible Roman letters in all business
 letters of the company and in all notices and other official
publications of the company, and in all bills of exchange, pro-
missory notes, endorsements, cheques and orders for money or
goods purporting to be signed by or on behalf of the company,
and in all bills of parcels, invoices, receipts and letters of credit
of the company.
(2) If a company does not paint or affix its name in manner directed by
this Act, the company and every officer of the company who is in default shall
be liable to a fine, and if a company does not keep its name painted or affixed in
manner so directed, the company and every officer of the company who is in
default shall be liable to a default fine.

(3) If a company fails to comply with paragraph (b) or paragraph (c) of

subsection (1), the company shall be liable to a fine.
(4) If an officer of a company or any person on its behalf:-
(a) uses or authorizes the use of any seal purporting to be a seal of
the company where on its name is not so engraved as aforesaid;
or
(b) issues or authorizes the issue of any business letter of the
company or any notice or other official publication of the
company, or signs or authorises to be signed on behalf of the
company any bill of exchange, promissory note, endorsement,
cheque or order for money or goods wherein its name is not
mentioned in the manner aforesaid; or

(c) issues or authorises the issue of any bill of parcels, invoice,

receipt or letter of credit of the company wherein its name is not
mentioned in manner aforesaid;
he shall be liable to a fine, and shall further be personally liable to the holder of
the bill of exchange promissory note, cheque or order for money or goods for
the amount thereof unless it is duly paid by the company.
114.(1) Every company shall submit to the Registrar, a statement of paid-up
capital consisting of a list of company's assets in respect of the equity of the
company in the manner prescribed under regulations of this Act.
(2) Where any notice, advertisement or other official publication of a
company contains a statement of the amount of the authorized capital of the
company, such notice, advertisement, or other official publication shall also
contain a statement in an equally prominent position and in equally conspicuous
characters of the amount of the capital which has been subscribed and the
amount paid up.
(3) Any company which makes default in complying with the
requirements of this section and every officer who is in default shall be liable to
a fine.

115.(1) Where a company having a share capital has issued a prospectus

inviting the public to subscribe for its shares, the company shall not commence
any business or exercise any borrowing powers unless:-
(a) shares held subject to the payment of the whole amount thereof
in cash have been allotted to an amount not less in the whole than
the minimum subscription; and
(b) every director of the company has paid to the company, on each
of the shares taken or contracted to be taken by him and for
which he is liable to pay in cash, a proportion equal to the
proportion payable on application and allotment on the shares
offered for public subscription; and
(c) no money is or may become liable to be repaid to applicants for
any shares or debentures which have been offered for public
subscription by reason of any failure to apply for or to obtain
permission for the shares or debentures to be dealt in on any
stock exchange; and
(d) there has been delivered to the Registrar for registration a
statutory declaration by the secretary or one of the directors, in
the prescribed form, that the aforesaid conditions have been
complied with.

(2) Where a company having a share capital has not issued a prospectus
inviting the public to subscribe for its shares, the company shall not commence
any business or exercise any borrowing powers unless:-

(a) there has been delivered to the Registrar for registration a

statement in lieu of prospectus; and

(b) every director of the company has paid to the company, on each
of the shares taken or contracted to be taken by him and for
which he is liable to pay in cash, a proportion equal to the
proportion payable on application and allotment on the shares
payable in cash; and

(c) there has been delivered to the Registrar for registration a

statutory declaration by the secretary or one of the directors, in
the prescribed form, that paragraph (b) of this subsection has
been complied with.

(3) The Registrar shall, on the delivery to him of the said statutory
declaration and, in the case of a company which is required by this section to
deliver a statement in lieu of prospectus, of such a statement, certify that the
company is entitled to commence business, and that certificate shall be
conclusive evidence that the company is so entitled.
 (4) Any contract made by a company before the date at which it is
entitled to commence business shall be provisional only, and shall not be
binding on the company until that date, and on that date it shall become binding.

(5) Nothing in this section shall prevent the simultaneous offer for
subscription or allotment of any shares and debentures or the receipt of any
money payable on application for debentures.

(6) If any company commences business or exercises borrowing powers

in contravention of this section, every person who is responsible for the
contravention shall, without prejudice to any other liability, be liable to a fine
for every day during which the contravention continues.

(7) Nothing in this section shall apply to a private company.

116.(1) Every company shall keep a register of its members and enter
therein the following particulars:-

(a) the names and addresses of the members, and. in the case of a
company having share capital a statement of the shares held by
each member, distinguishing each share by its number so long as
the share has a number, and of the amount paid or agreed to be
considered as paid on the shares of each member;
(b) the date at which each person was entered in the register as a
member;

(c) the date at which any person ceased to be a member:

Provided that, where the company has converted any of its shares into stock and
given notice of the conversion to the Registrar, the register shall show the
amount of stock held by each member instead of the amount of shares and the
particulars relating to shares specified in paragraph (a) of this subsection.

(2) The register of members shall be kept at the registered office of the
company.

Provided that:-

(a) if the work of making it up is done at another office of the

company, it may be kept at that other office; and

(b) if the company arranges with some other person for the making
up of the register to be undertaken on behalf of the company by
that other person, it may be kept at the office of that other person
at which the work is done provided that it shall not be kept at a
place outside Zanzibar.
 (3) Every company shall send notice to the Registrar of the place where
its register of members is kept and of any change in that place:

Provided that a company shall not be bound to send notice under this
subsection where the register has at all times since it came into existence been
kept at the registered office of the company.

(4) Where a company makes default in complying with subsection (1) of

this section or makes default for fourteen days in complying with subsection
(3), the company and every officer of the company who is in default shall be
liable to a default fine.

117.(1) Every company having more than fifty members shall, unless the
register of members is in such a form as to constitute in itself an index, keep an
index of the names of the members of the company and shall, within fourteen
days after the date on which any alteration is made in the register of members,
make any necessary alteration in the index.
(2) The index shall in respect of each member contain a sufficient
indication to enable the account of that member in the register to be readily
found.
(3) The index shall be at all times kept at the same place as the register
of members.

(4) If default is made in complying with this section, the company and
every officer of the company who is in default shall be liable to default fine.

118.(1) On the issue of a share warrant the company shall strike out of its
register of members the name of the member then entered therein as holding the
shares specified in the warrant as if he had ceased to be a member, and shall
enter in the register the following particulars, namely:-
(a) the fact of the issue of the warrant;

(b) a statement of the shares included in the warrant, distinguishing

each share by its number so long as the share has a number; and
(c) the date of the issue of the warrant.

(2) The bearer of a share warrant shall, subject to the articles of the
company, be entitled, on surrendering it for cancellation, to have his name
entered as a member in the register of members.

(3) The company shall be responsible for any loss incurred by any
person by reason of the company's entering in the register the name of a bearer
of a share warrant in respect of the shares therein specified without the warrant's
being surrendered and cancelled.

(4) Until the warrant is surrendered, the particulars specified in

subsection (1) shall be deemed to be the particulars required by this Act to be
entered in the register of members, and, on the surrender, the date of the
surrender shall be entered.

(5) Subject to the provisions of this Act, the bearer of a share warrant
may, if the articles of the company so provide, shall be deemed to be a member
of the company within the meaning of this Act, either to the full extent or for
any purposes defined in the articles.

119.(1) Except when the register of members is closed under the provisions
of this Act, the register, and index of the names, of the members of a company
shall during business hours (subject to such reasonable restrictions as the
company in general meeting may impose, so that not less than two hours in
each day be allowed for inspection) be open to the inspection of any member
without charge and of any other person on payment of such sum as prescribed
under the Regulations, for each inspection.
(2) Any member or other person may require a copy of the register, or of
any part thereof, on payment of such sum as prescribed under the Regulations,
for every hundred words or fractional part thereof required to be copied.
The company shall cause any copy so required by any 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 company who is in default shall be liable in respect of
each offence to a fine.

(4) In the case of any such refusal or default, the court may by order
compel an immediate inspection of the register and index or direct that the
copies required shall be sent to the persons requiring them.

120. Where, by virtue of proviso (b) to section 116(2) the register of

members is kept at the office of some person other than the company, and by
reason of any default of his the company fails to comply with section 116(3) of
that section, section 117(3), or section 119 or with any requirements of this Act
as to the production of the register, that other person shall be liable to the same
penalties as if he were an officer of the company who was in default, and the
power of the court under section 119(4) shall extend to the making of orders
against that other person and his officers and servants.

121. A company may, on giving notice by advertisement in some

newspaper circulating in the district in which the registered office of the
company is situated, close the register of members for any time or times not
exceeding in the whole thirty days in each year.

122.(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 or unnecessary delay, takes place in entering on

the register the fact of any person's having ceased to be a
member;
the person aggrieved, or any member 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 any damages sustained by any party aggrieved.

(3) On an application under this section 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) In the case of a company required by this Act to send a list of its
members to the Registrar, the court, when making an order for rectification of
the register shall by its order direct notice of the recertification to be given to
the Registrar.

123. No notice of any trust, expressed, implied or constructive, shall be

entered on the register, or be receivable by the Registrar.

124. The register of member shall be prima-facie evidence of any matters

by this Act directed or authorised to be inserted therein

Branch Register.
125.(1) A company having a share capital may, if so authorized by its
articles, cause to be kept in any country outside Zanzibar a branch register of
members resident in that country (in this Act called a "branch register").

(2) The company shall give to the Registrar notice of the situation of the
office where any branch register is kept and of any change in its situation, and if
it is discontinued of its discontinuance, and any such notice shall be given
within one month of the opening of the office or of the change or
discontinuance, as the case may be.

(3) If default is made in complying with subsection (2), the company

and every officer of the company who is in default shall be liable to a default
fine.
 126.(1) A branch register shall be deemed to be part of the company's
register of members (in this section called "the principal register").

(2) It shall be kept in the same manner in which the principal register is
by this Act required to be kept, except that the advertisement before closing the
register shall be inserted in some newspaper circulating in the district where the
branch register is kept.

(3) The company shall:-

(a) transmit to its registered office a copy of every entry in its branch
register as soon as may be after the entry is made; and
(b) cause to be kept at the place where the company's principal
register is kept a duplicate of its branch register duly entered up
from time to time.

Every such duplicate shall for all the purposes of this Act be deemed to be part
of the principal register.

(4) Subject to the provisions of this section with respect to the duplicate
register, the shares registered in a branch register shall be distinguished from
the shares registered in the principal register, and no transaction with respect to
any shares registered in a branch register shall, during the continuance of that
registration, be registered in any other register.

(5) A company may cease to keep a branch register, and thereupon all
entries in that register shall be transferred to the principal register.

(6) Subject to the provisions of this Act, any company may, by its
articles, make such provisions as it may think fit respecting the keeping of
branch registers.

(7) If default is made in complying with subsection (3), the company and
every officer of the company who is in default shall be liable to a default fine;
and where, by virtue of proviso (b) to section 116(2), the principal register is
kept at the office of some person other than the company and by reason of any
default of his the company fails to comply with paragraph (b) of subsection (3)
of this section, he shall be liable to the same penalty as if he were an officer of
the company who was in default.

127. An instrument of transfer of a share registered in a branch register,

shall be deemed to be a transfer of property situated out of Zanzibar, and, unless
executed in any part of Zanzibar, shall be exempt from stamp duty chargeable
in Zanzibar.

128. If by virtue of the law in force in any country outside companies

incorporated under that law have power to keep in Zanzibar branch, registers of
their members resident in Zanzibar, the Registrar may by order published in the
Gazette direct that sections 120(2) and 123 shall, subject to any modifications
and adaptations specified in the order, apply to and in relation to any such
branch registers kept in Zanzibar as they apply to and in relation to the registers
of companies within the meaning of this Act.

129.(1) Every company having a share capital shall, once at least in every
year, make a return containing with respect to the registered office of the
company, registers of members and debenture holders, shares and debentures,
indebtedness, past and present members and directors and secretary, the matters
specified in Regulations made under this Act and the said return shall be in the
form set out in such Regulations or as near thereto as circumstances admit:

Provided that:-
(a) a company need not make a return under this subsection either in
the year of its incorporation or, if it is not required by section 136
to hold an annual general meeting during the following year, in
that year;

(b) where the company has converted any of its shares into stock and
given notice of the conversion to the Registrar, the list referred to
in the Regulations made under this Act shall state the amount of
stock held by each of the existing members' instead of the
amount of shares and the particulars relating to shares required
by that paragraph;
(c) the return may, in any year, if the return for either of the two
immediately preceding years has given as at the date of that
return the full particulars required by the said paragraph 5, give
only such of the particulars required by that paragraph as relate
to persons ceasing to be or becoming members since the date of
the last return and to shares transferred since that date or to
changes as compared with that date in the amount of stock held
by a member.
(2) In the case of a company keeping a branch register:-
(a) references in proviso (c) to subsection (1) to the particulars
required by the Regulations shall be taken as not including any
such particulars contained in the branch register in so far as
copies of the entries containing those particulars are not received
at the registered office of the company before the date when the
return in question is made; and

(b) where an annual return is made between the date when any
entries are made in the branch register and the date when copies
of those entries are received at the registered office of the
company, the particulars contained in those entries, so far as
 relevant to an annual return, shall be included in the next or a
subsequent annual return as may be appropriate having regard to
the particulars included in that return with respect to the
company's register of members.
(3) 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 default fine.

(4) For the purposes of this section and of Regulations made under this
Act, the expressions "director" and "officer" shall include any person in
accordance with whose directions or instructions the directors of the company
are accustomed to act.

130.(1) Every company not having a share capital shall once at least in
every calendar year make a return stating:-

(a) the address of the registered office of the company;

(b) if the register of members is, under the provisions of this Act,
kept elsewhere than at that office, the address of the place where
it is kept;

(c) if any register of holders of debentures of the company or any

duplicate of any such register or part of any such register is,
under the provisions of this Act, kept elsewhere than at the
registered office of the company, the address of the place where
it is kept;
(d) all such particulars with respect to the persons who at the date of
the return are the directors of the company and any person who at
that date is secretary of the company as are by this Act required
to be contained with respect to directors and the secretary
respectively in the register of directors and secretaries of a
company;
Provided that a company need not make a return under this subsection either in
the year of its incorporation or, if it is not required by section 136 to hold an
annual general meeting during the following year, in that year.

(2) There shall be annexed to the return a statement containing

particulars of the total amount of the indebtedness of the company in respect of
all mortgages and charges which are required to be registered with the Registrar
under this Act.

(3) 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 default fine.

(4) For the purposes of this section the expressions "officer" and
"director" shall include any person in accordance with whose directions or
instructions the directors of the company are accustomed to act.

131.(1) The annual return shall be completed within forty-two days after the
annual general meeting for the year, whether or not that meeting is the first or
only ordinary general meeting, or the first or only general meeting, of the
company in the year, and the company shall forthwith forward to the Registrar a
copy signed both by a director and by the secretary of the company.

(2) 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 default fine.
For the purposes of this subsection the expression "officer" shall include any
person in accordance with whose directions or instructions the directors of the
company are accustomed to act.

132.(1) Subject to the provisions of this Act, there shall be annexed to the
annual return:-
(a) a written copy, certified both by a director and by the secretary
of the company to be a true copy, of every balance sheet laid
before the company in general meeting during the period to
which the return relates (including every document required by
law to be annexed to the balance sheet); and

(b) a copy, certified as aforesaid, of the report of the auditors on,

and of the report of the directors accompanying, each such
balance sheet;
and where any such balance sheet or document required by law
to be annexed thereto is in any language other than English or
Kiswahili, there shall be annexed to that balance sheet a
translation in English or Kiswahili of the balance sheet or
document certified in the prescribed manner to be a correct
translation.
(2) If any such balance sheet as aforesaid or document required by law
to be annexed thereto did not comply with the requirements of the law as in
force at the date of the audit with respect to the form of balance sheets or
documents aforesaid, as the case may be, there shall be made such additions to
and corrections in the copy as would have been required to be made in the
balance sheet or document in order to make it comply with the said
requirements, and the fact that the copy has been so amended shall be stated
thereon.

(3) 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 default fine.

For the purposes of this subsection, the expression "officer" shall include any
person in accordance with whose directions or instructions the directors of the
company are accustomed to act.

133. A private company shall send with the annual return required by
section 129 a certificate signed both by a director and by the secretary of the
company that the company has not, since the date of the last return, or, in the
case of a first return, since the date of the incorporation of the company, issued
any invitation to the public to subscribe for any shares or debentures of the
company, and, where the annual return discloses the fact that the number of
members of the company exceeds fifty, also a certificate so signed that the
excess consists wholly of persons who under section 30(1)(b) are not to be
included in reckoning the number of fifty.
134.(1) A private company shall be exempted from requirements imposed
by section 133 if, but only if:-

(a) the conditions mentioned in the next following subsection are

satisfied at the date of the return and have been satisfied at all
times since the company's registration; and

(b) there is sent with the return a certificate, signed by the persons
signing the certificates required to be so sent under section 133,
that to the best of their knowledge and belief the said conditions
are and have been satisfied as aforesaid.
Provided that if at any time it is shown that the said conditions are then satisfied
in the case of any private company, the Registrar may on the application of the
company's directors direct that, in relation to any subsequent annual returns of
the company, it shall not be necessary for the said conditions to have been
satisfied before that time, and the certificates sent with those returns shall in that
event relate only to the period since that time.
(2) The said conditions are:-
(a) that the conditions contained in the Regulations are satisfied as to
the person interested in the company's shares and debentures; and
(b) that the number of persons holding debentures of the company is
not more than fifty (joint holders being treated as a single
person); and

(c) that nobody corporate is a director of the company and neither

the company nor any of the directors is party or privy to any
arrangement whereby the policy of the company is capable of
being determined by persons other than the directors, members
and debenture holders or trustees for debenture holders.
(3) Any reference in this Act to an exempt private company shall be
construed as referring to a company with respect to which the conditions
mentioned in subsection (2) are satisfied and have been satisfied at all times
since the company's registration or since the giving by the Registrar of a
direction under the proviso to subsection (1).

135.(1) Every company limited by shares and every company limited by

guarantee and having a share capital shall, within a period of not less than one
month nor more than three months from the date at which the company is
entitled to commence business, hold a general meeting of the members of the
company, which shall be called "the statutory meeting".

(2) The directors shall, at least fourteen days before the day on which
the meeting is held, forward a report (in this Act referred to as "the statutory
report") to every member of the company:

Provided that if the statutory report is forwarded later than is required by

this subsection, it shall, notwithstanding that fact, be deemed to have been duly
forwarded if it is so agreed by all the members entitled to attend and vote at the
meeting.

(3) The statutory report shall be certified by not less than two directors
of the company and shall state:-

(a) the total number of shares allotted, distinguishing shares allotted

as fully or partly paid up otherwise than in cash, and stating in
the case of shares partly paid up the extent to which they are so
paid up, and in either case the consideration for which they have
been allotted;

(b) the total amount of cash received by the company in respect of

all the shares allotted, distinguished as aforesaid;

(c) an abstract of the receipts of the company and of the payments

made there out, up to a date within seven days of the date of the
report, exhibiting under distinctive headings the receipts of the
company from shares and debentures and other sources, the
payments made there out, and particulars concerning the balance
remaining in hand, and an account or estimate of the preliminary
expenses of the company;
(d) the names, addresses and descriptions of the directors, auditors, if
any, managers, if any, and secretary of the company; and
(e) the particulars of any contract the modification of which is to be
submitted to the meeting for its approval, together with the
particulars of the modification or proposed modification.
(4) The statutory report shall so far as it relates to the shares allotted by
the company, and to the cash received in respect of such shares, to the receipts
and payments of the company on capital account, be certified as correct by the
auditors, if any, of the company.
 (5) The directors shall cause a copy of the statutory report, certified as
required by this section to be delivered to the Registrar for registration forthwith
after the sending thereof to the members of the company.

(6) The directors shall cause a list showing the names, descriptions and
addresses ·of the members of the company, and the number of shares held by
them respectively, to be produced at the commencement of the meeting and to
remain open and accessible to any member of the company during the
continuance of the meeting.

(7) The members of the company present at the meeting shall be at

liberty to discuss any matter relating to the formation of the company, or arising
out of the statutory report, whether previous notice has been given or not, but no
resolution of which notice has not been given in accordance with the articles
maybe passed.

(8) The meeting may adjourn from time to time, and at any adjourned
meeting any resolution of which notice has been given in accordance with the
articles, either before or subsequently to the former meeting, may be passed,
and the adjourned meeting shall have the same powers as an original meeting.

(9) In the event of any default in complying with the provisions of this
section, every director of the company who is knowingly and wilfully guilty of
the default or, in the case of default by the company, every officer of the
company who is in default shall be liable to a fine.
(10) This section shall not apply to a private company.
136.(1) 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 meeting as such in the notices calling it; and not more than fifteen
months shall elapse between the date of one annual general meeting of a
company and that of the next.
Provided that, so long as a company holds its first annual general meeting
within eighteen months of its incorporation, it need not hold it in the year of its
incorporation or in the following year.
(2) If default is made in holding a meeting of the company in
accordance with subsection (1), the Registrar may, on the application of any
member of the company, call, or direct the calling of, a general meeting of the
company and give such ancillary or consequential directions as the Registrar
thinks expedient, including directions modifying or supplementing, in relation
to the calling, holding and conducting of the meeting, the operation of the
company's articles; and the directions that may be given under this subsection
include a direction that one member of the company present in person or by
proxy shall be deemed to constitute a meeting.
(3) A general meeting held in pursuance of subsection (2) shall, subject
to any directions of the Registrar, be deemed to be an annual general meeting of
the company but, where a meeting so held is not held in the year in which the
default in holding the company's annual general meeting occurred, the meeting
so held 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.
(4) Where a company resolves that a meeting shall be so treated, a copy
of the resolution shall, within fifteen days after the passing thereof, be
forwarded to the Registrar and recorded by him.
(5) If default is made in holding a meeting of the company in
accordance with subsection (1), or in complying with any directions of the
Registrar under subsection (2), the company and every officer of the company
who is in default shall be liable to a fine and if default is made in complying
with subsection (4) the company and every officer of the company who is in
default shall be liable to a default fine.
137.(1) The directors of a company, notwithstanding anything in its articles,
shall, on the requisition of members of the company holding at the date of the
deposit of the requisition not less than one-tenth of such of the paid-up capital
of the company as at the date of the deposit carries the right of voting at general
meetings of the company, or, in the case of a company not having a share
capital, members of the company representing not less than one-tenth of the
total voting rights of all the members having at the said date a right to vote at
general meetings of the company, forthwith proceed duly to convene an
extraordinary general meeting of the company.
(2) The requisition must state the objects of the meeting, and must be
signed by the requisitionists and deposited at the registered office of the
company, and may consist of several documents in like form each signed by
one or more requisitionists.
(3) If the directors do not within twenty one days from the date of the
deposit of the requisition proceed duly to convene a meeting, the requisitionists,
or any of them representing more than one half of the total voting rights of all of
them may themselves convene a meeting, but any meeting so convened shall
not he held after the expiration of three months from the said date.
(4) A meeting convened under this section by the requisitionists shall be
convened in the same manner, as nearly as possible, as that in which meetings
are to be convened by directors.

(5) Any reasonable expenses incurred by the requisitionists by reasons of

the failure of the directors duly to convene a meeting shall be repaid to the
requisitionists by the company, and any sum so repaid shall be retained by the
company out of any sums due or to become due from the company by ways of
fees or other remuneration in respect of their services to such of the directors as
were in default.
 (6) For the purposes of this section the directors shall, in the case of a
meeting at which a resolution is to be proposed as a special resolution, be
deemed not to have duly convened the meeting if they do not give such notice
thereof as is required by section 146.
138.(1) Any provision of a company's articles shall be void in so far as it
provides for the calling of a meeting of the company (other than an adjourned
meeting) by a shorter notice than:

(a) in the case of the annual general meeting, twenty one days' notice
in writing; and
(b) in the case of a meeting other than an annual general meeting or
a meeting for the passing of a special resolution, fourteen days'
notice in writing in the case of a company other than an
unlimited company and seven days' notice in writing in the case
of an unlimited company.
(2) Save in so far as the articles of a company make other provision in
that behalf (not being a provision avoided by subsection (1) in a meeting of the
company (other than an adjourned meeting) may be called:-

(a) in the case of the annual general meeting, by twenty one day
notice in writing; and
(b) in the case of a meeting other than an annual general meeting or
a meeting for the passing of a special resolution, by fourteen
days' notice in writing in the case of a company other than an
unlimited company and by seven days' notice in writing in the
case of an unlimited company.

(3) A meeting of a company shall, notwithstanding that it is called by

shorter notice than that specified in subsection (2) or in the company's articles,
as the case may be, 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 attend 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 and vote at the meeting, being a
majority together holding not less than ninety five per centum in
nominal value of the shares giving a right to attend and vote at
the meeting, or, in the case of a company not having a share
capital, together, representing not less than ninety five per
centum of the total voting rights at that meeting of all the
members.
139. The following provisions shall have effect in so far as the articles
of the company do not make other provision in that behalf:-
 (a) Notice of the meeting of a company shall be served on every
member of the company in the manner in which notices are
required to be served by Table A and for the purpose of this
paragraph the expression "Table A" means that Table as for the
time being in force;

(b) two or more members holding not less than one-tenth of the
issued share capital or, if the company has not a share capital, not
less than five per centum in number of the members of the
company may call a meeting.
(c) in the case of a private company two members, and in the case of
any other company three members, personally present shall be a
quorum;

(d) any member elected by the members present at a meeting may be

a chairman thereof;

(e) in the case of a company originally having a share capital, every

member shall have one vote in respect of each share or stock held
by him, and in any other case every member shall have one vote.

140.(1) If for any reason it is impracticable 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 manner prescribed by the articles or this Act, the
court may, either of its own motion or on the application of any director of the
company or of any member of the company who would be entitled to vote at the
meeting, order a meeting of the company to be called, held and conducted 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; and the
directions that may be given under this subsection include a direction that one
member of the company present in person or by proxy shall be deemed to
constitute a meeting.
(2) Any meeting called, held and conducted in accordance with an order
under subsection (1) shall for all purposes be deemed to be a meeting of the
company duly called, held and conducted.
141.(1) Any member of a company entitled to attend and vote at a meeting
of the company shall be entitled to appoint another person (whether a member
or not) as his proxy to attend and vote instead of him, and a proxy appointed to
attend and vote instead of a member of a private company shall also have the
same right as the member to speak at the meeting:
Provided that, unless the articles otherwise provide:-
(a) this subsection shall not apply in the case of a company not
having a share capital; and
 (b) a member of a private company shall not be entitled to appoint
more than one proxy to attend on the same occasion; and
(c) a proxy shall not be entitled to vote except on a poll.
(2) In every notice calling a meeting of a company having a share
capital there shall appear with reasonable prominence a statement that a
member entitled to attend and vote is entitled to appoint a proxy or, where that
is allowed, one or more proxies to attend and vote instead of him, and that a
proxy needs not be a member; and if default is made in complying with this
subsection as respects any meeting, every officer of the company who is in
default shall be liable to a fine.

(3) Any provision contained in a company's articles shall be void in so

far as it would have the effect of requiring the instrument appointing a proxy, or
any other document necessary to show the validity of or otherwise relating to
the appointment of a proxy, to be received by the company or any other person
more than forty eight hours before a meeting or adjourned meeting in order that
the appointment may be effective thereat.
(4) If for the purpose of any meeting 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 to some only of the members entitled to be sent
a notice of the meeting and to vote thereat by proxy, every officer of the
company who knowingly and wilfully authorizes or permits issue as aforesaid
shall be liable to a fine.

Provided that an officer shall not be liable under this subsection by

reason only of the issue to a member at his request in writing of a form of
appointment naming the proxy or of a list of persons willing to act as proxy if
the form or list is available on request in writing to every member entitled to
vote at the meeting by proxy.
(5) This section shall apply to meetings of any class of members of a
company as it applies to general meeting of the company.
142.(1) Any provision contained in a company's article shall be void in so
far as it would have the effect either:-
(a) of excluding the right to demand a poll at a general meeting on
any question other than the election of the chairman of the
meeting or the adjournment of the meeting, or
(b) of making ineffective a demand for a poll on any such question
which is made either:-
(i) by not less than five members having the right to vote at the
meeting; or
 (ii) by a member or members representing not less than one
tenth of the total voting rights of all the members having
the right to vote at the meeting; or

(iii) by a member or members holding shares in the company

conferring a right to vote at the meeting, being shares on
which an aggregate sum has been paid up equal to not less
than one tenth of the total sum paid upon all the shares
conferring that right.

(2) The instrument appointing a proxy to vote at a meeting of a company

shall be deemed also to confer authority to demand or join in demanding a poll,
and for the purposes of subsection (1) a demand by a person as proxy for a
member shall be the same as a demand by the member.
143. On a poll taken at a meeting of a company or a meeting of any class of
members of a company, a member entitled to more than one vote need not, if he
votes, use all his votes or cast, and the votes he uses in the same way.
144. (1) A corporation, whether a company within the meaning of this Act
or not, may:-

(a) If it is a member of another corporation, being a company within

the meaning of this Act, by resolution of its directors or other
governing body authorize such person as it thinks fit to act as its
representative at any meeting of the company or at any meeting
of any class of members of the company;

(b) If it is a creditor (including a holder of debentures) of another

corporation, being a company within the meaning of this Act, by
resolution of its directors or other governing body authorize such
person as it thinks fit to act as its representative at any meeting of
any creditors of the company held in pursuance of this Act or of
any rules made thereunder, or in pursuance of the provisions
contained in any debenture or trust deed, as the case may be.
(2) A person authorized as aforesaid shall be entitled to exercise the same
powers on behalf of the corporation which the represents as that corporation
could exercise if it were an individual shareholder, creditor or holder of
debentures of that other company.
145.(1) Subject to the following provisions of this section it shall be the
duty of a company, on the requisition in writing of such number of members as
is hereinafter specified and (unless the company otherwise resolves) at the
expense of the requisitionists:-

(a) To give to members of the company entitled to receive notice of

the next annual general meeting notice of any resolution which
may properly be moved and is intended to be moved at that
 meeting;

(b) To circulate to members entitled to have notice of any general

meeting sent to them any statement of not more than one
thousand words with respect to the matter referred to in any
proposed resolution or the business to be dealt with that meeting.
(2) The number of members necessary for a requisition under subsection
(1) shall be:-

(a) any number of members representing not less than one twentieth
of the total voting rights of all the members having at the date of
the requisition a right to vote at the meeting to which the
requisition relates; or

(b) not less than one hundred members holding shares in the
company on which there has been paid up an average sum, per
member, of not less than two thousand shillings.
(3) Notice of any such resolution shall be given, and any such statement
shall be circulated, to members of the company entitled to have notice, of the
meeting sent to them by serving a copy of the resolution or statement on each
such member in any manner permitted for service of notice or the meeting, and
notice of any such resolution shall be given to any other member of the
company by giving notice of the general effect of the resolution in any manner
permitted for giving him notice of meetings of the company.
Provided that the copy shall be served, or notice of the effect of the resolution
shall be given, as the case may be, in the same manner and, so far as practicable
for it to be served or given at that time, it shall be served or given as soon as
practicable thereafter.

(4) A company shall not be bound under this section to give notice of any
resolution or to circulate any statement unless:-

(a) a copy of the requisition signed by the requisitionists (or two or

more copies which between them contain the signatures of all the
requisitionists) is deposited at the registered office of the
company:-
(i) in the case of a requisition requiring notice of a resolution,
not less than six weeks before the meeting; and
(ii) in the case of any other requisition, not less than one week
before the meeting; and
(b) there is deposited or tendered with the requisition a sum
reasonably sufficient to meet the company's expenses in giving
effect thereto;

Provided that if, after a copy of a requisition requiring notice of a resolution has
been deposited at the registered office of the company, an annual general
meeting is called for a date six weeks or less after the copy has been deposited,
the copy though not deposited within the time required by this subsection shall
be deemed to have been properly deposited for the purposes thereof.

(5) The company shall also not be bound under this section to circulate
any statement if, on the application either of the company or of any other person
who claims to be aggrieved, the court is satisfied that the rights conferred by
this section are being abused to secure needless publicity for defamatory matter,
and the court may order the company's costs on an application under this
section to be paid in whole or in part by the requisitionists, notwithstanding that
they are not parties to the applications.

(6) Notwithstanding anything in the company's articles, the business

which may be dealt with at an annual general meeting shall include any
resolution of which notice is given in accordance with this section, and for the
purposes of this subsection notice shall be deemed to have been so given
notwithstanding the accidental omission, in giving it, of one or more members

(7) In the event of any default in complying with the provisions of this
section, every officer of the company who is in default shall be liable to a fine.
146.(1) A resolution shall be an extra-ordinary resolution when it has been
passed by a majority of not less than three-fourths of such members as, being
entitled so to do, vote in person, or where proxies are allowed, by proxy, at a
general meeting of which notice specifying the intention to propose the
resolution as an extraordinary resolution has been duly given.

(2) a resolution shall be a special resolution when it has been passed by

such a majority as is required for the passing of an extraordinary resolution and
at a general meeting of which not less than twenty one days' notice, specifying
the intention to propose the resolution as a special resolution, has been duly
given;

Provided that, if it is so agreed by a majority in number of the members having

the right to attend and vote at any such meeting, being a majority together
holding not less than ninety five per centum in nominal value of the shares
giving that right, or, in the case of a company not having a share capital,
together representing not less than ninety-five per centum of the total voting
rights at that meeting of all the members, a resolution may be proposed and
passed as a special resolution at a meeting of which less than twenty one days'
notice has been given.

(3) At any meeting at which an extra-ordinary resolution or a special

resolution is submitted to be passed, a declaration of the chairman that the
resolution is carried shall, unless a poll is demanded, be conclusive evidence of
the fact without proof of the number or proportion of the votes recorded in
favour of or against the resolution.
 (4) In computing the majority on a poll demanded on the question that an
extra-ordinary resolution or a special resolution be passed, reference shall be
had to the number of votes cast for and against the resolution.

(5) For the purpose of this section, notice of a meeting shall be deemed to
be duly given and the meeting to be duly held when the notice is given and the
meeting held in manner provided by this Act or the articles.
147. Whereby any provision hereafter contained in this Act special notice is
required of a resolution, the resolution shall not be effective unless notice of the
intention to move it has been given to the company not less than twenty eight
days before the meeting at which it is moved, and the company shall give its
members notice of any 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 any other mode allowed by the articles, not less than twenty
one days before the meeting.

Provided that if, after notice of the intention to move such a resolution has been
given to the company, a meeting is called for a date twenty eight days or less
after the notice has been given, the notice though not given within the time
required by this subsection shall be deemed to have been properly given for the
purposes thereof.

148.(1) A printed copy of every resolution or agreement to which this

section applies shall, within thirty days after the passing or making thereof, be
forwarded to the Registrar and recorded by him:
Provided that an exempt private company need not forward a printed copy of
any such resolution or agreement if instead it forwards to the Registrar a copy
on some other form approved by him.
(2) Where articles have been registered, a copy of every such
resolution or agreement for the time being in force shall be embodied in or
annexed to every copy of the articles issued after the passing of the resolution or
the making of the agreement.

(3) Where articles have not been registered, a printed copy of every
such resolution or agreement shall be forwarded to any member at his request
on payment such sum as prescribed under the Regulations.

(4) This section shall apply to:-

(a) special resolutions;

(b) extraordinary resolutions;

(c) resolutions which have been agreed to by all the members of a
company, but which, if not so agreed to, would not have been
 effective for their purpose unless, as the case may be, they had
been passed as special resolutions or as extraordinary
resolutions;
(d) resolutions or agreements which have been agreed to by all the
members of some class of shareholders but which, if not so
agreed to, would not have been effective for their purpose
unless they had been passed by some particular majority or
otherwise in some particular manner, and all resolutions or
agreements which effectively bind all the members of any class
of shareholders though not agreed to by all those members;
(e) resolutions requiring a company to be wound up voluntarily,
passed under the provisions of the Insolvency Act.
(5) If a company fails to comply with subsection (1), the company and
every officer of the company who is in default shall be liable to a default fine.

(6) If a company fails to comply with subsection (2) or subsection (3),

the company and every officer of the company who is in default shall be liable
to a fine for each copy in respect of which default is made.

(7) For the purposes of subsections (5) and (6), a liquidator of the
company shall be deemed to be an officer of the company.

149. Where a resolution is passed at an adjourned meeting of:-

(a) a company;
(b) the holders of any class of shares in a company;
(c) the directors of a company,
the resolution shall for all purposes be treated as having been
passed on the date on which it was in fact passed, and shall not
be deemed to have been passed on any earlier date.

150.(1) Anything which in the case of a company may be done:-

(a) by resolution of the company in general meeting; or
(b) by resolution of a meeting of any class of members of the
company;
(c) without a meeting and without any previous notice being
required, by resolution in writing signed by or on behalf of all the
members of the company who at the date of the resolution would
be entitled to attend and vote at such meeting:
Provided that nothing in this section shall apply to a resolution passed under
section 197 (1) removing a director before the expiry of his period of office or a
resolution under section 167 (7) removing an auditor before the expiry of his
term of office.

(2) The signature need not be on a single document provided each is on a

document which accurately states the terms of the resolution.

151.(1) Every company shall cause minutes of all proceedings of general

meetings all proceedings at meetings of its directors and where there are
managers, all proceedings at meetings of its managers to be entered in books
kept for that purpose.

(2) Any such minute if purporting to be signed by the chairman of the

meeting at which the proceedings were had, or by the chairman of the next
succeeding meeting, shall be evidence of the proceedings.

(3) Where minutes have been made in accordance with the provisions of
this section of the proceedings at any general meeting of the company or
meeting of directors or managers, then until the contrary is proved, the meeting
shall be deemed to have been duly held and convened, and all proceedings had
thereat to have been duly had, and all appointments of directors, managers or
liquidators shall be deemed to be valid.

(4) If a company fails to comply with subsection (1), the company and
every officer of the company who is in default shall be liable to a default fine.

152.(1) The books containing the minutes of proceedings of any general

meeting of a company shall be kept at the registered office of the company and
shall during business hours (subject to such reasonable restrictions as the
company may by its articles or in general meeting impose, so that not less than
two hours in each day be allowed for inspection) be open to the inspection of
any member without charge.
(2) Any member shall be entitled to be furnished within seven days after
he has made a request in that behalf to the company with a copy of any such
minutes as aforesaid at such sum as prescribed under Regulations.

(3) If any inspection required under this 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.

(4) In the case of any such refusal or default, the court may by order
compel an immediate inspection of the books in respect of all proceedings of
general meetings or direct that the copies required shall be sent to the persons
requiring them.
153.(1) Every company shall keep or cause to be kept in English or
Kiswahili proper books of account with respect to:-
(a) all sums of money received and expended by the company and
the matters in respect of which the receipt and expenditure takes
 place;
(b) all sales and purchases of goods and services by the company;

(c) the assets and liabilities of the company.

(2) For the purposes of the foregoing subsection, proper books of

account shall not be deemed to be kept with respect to the matters aforesaid 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 explain its transactions.

(3) The books of account shall be kept at the registered office of the
company or at such other place as the directors think fit, and shall at all times be
open to inspection by the directors.

Provided that if books of account are kept at a place outside Zanzibar

there shall be sent to and kept at a place in Zanzibar and be at all times open to
inspection by the directors such accounts and returns with respect to the
business dealt with in the books of account so kept as will disclose with
reasonable accuracy the financial position of that business at intervals not
exceeding six months and will enable to be prepared in accordance with this
Act the company's balance sheet, its profit and loss account or income and
expenditure account, and any document annexed to any of those document
giving information which is required by this Act and is thereby allowed to be so
given.

(4) If any person being a director of a company fails to take all

reasonable steps to secure compliance by the company with the requirements of
this section, or has by his own wilful act been the cause of any default by the
company thereunder, he shall, in respect of each offence, be liable on
conviction to imprisonment for a term not exceeding six months or to a fine not
exceeding three hundred thousand shillings.

Provided that:-
(a) in any proceedings against a person in respect of an offence
under this section consisting of a failure to take reasonable steps
to secure compliance by the company with the requirements of
this section, it shall be a defence to prove that he had reasonable
ground to believe and did believe that a competent and reliable
person was charged with the duty of seeing that those
requirements were complied with and was in a position to
discharge that duty; and
(b) a person shall not be sentenced to imprisonment for such an
offence unless, in the opinion of the court dealing with the case,
the offence was committed wilfully.
154.(1) A company's first accounting period shall be the period of not less
than six months, but not more than eighteen months, beginning with date of
incorporation. Its subsequent accounting period shall be successive periods of
twelve months beginning immediately after the end of previous accounting
period.

(2) The directors of every company shall prepare individual accounts in

each accounting period and in every calendar year lay before the company in
general meeting a profit and loss account or, in the case of a company not
trading for profit, an income and expenditure account for the period, in the case
of the first account, since the incorporation of the company, and, in any other
case, since the preceding account, made up to a date not earlier than the date of
the meeting by more than nine months, or, in the case of a company carrying on
business or having interests abroad, by more than twelve months:

Provided that the Registrar, if for any special reason he thinks fit so to
do, may, in the case of any company, extend the period of eighteen months
aforesaid, and in the case of any company and with respect to any year extend
the periods of nine and twelve months aforesaid.

(3) The directors shall cause to be made out in every calendar year, and
to be laid before the company in general meeting, a balance sheet as at the date
to which the profit and loss account or the income and expenditure account, as
the case may be, is made up.

(4) If any person being a director of a company fails to take all

reasonable steps to comply with the provisions of this section, he shall, in
respect of each offence, be liable to conviction to imprisonment of a term not
exceeding six months or to a fine not exceeding three hundred thousand
shillings.

Provide that:-

(a) in any proceedings against a person in respect of an offence

under this section it shall be a defence to prove that he had
reasonable ground to believe and did believe that a competent
and reliable person was charged with the duty of seeing that the
provisions of this section were complied with and was in a
position to discharge that duty; and

(b) a person shall not be sentenced to imprisonment for such an

offence unless, in the opinion of the court dealing with the case,
the offence was committed wilfully.

155. (1) Every balance sheet of a company shall give a true and fair view of
the state of affairs of the company as at the end of its financial year, and every
profit and loss account of a company shall give a true and fair view of the profit
or loss of the company for the financial year.
(2) A company's balance sheet and profit and loss account shall comply
with the requirements of the Regulations made under this Act, so far as
applicable thereto.

(3) Save as expressly provided in the following provisions of this section

or in Part III of the said Seventh Schedule, the requirement of subsections (2)
and the said Regulations shall be without prejudice either to the general
requirements of subsection (1) of this section or to any other requirements of
this Act.
(4) The Registrar may, on the application or with the consent of a
company's directors, modify in relation to that company any of the requirements
of this Act as to the matters to be stated in a company's balance sheet or profit
and loss account (except the requirements of subsection(1) for the purpose of
adopting them to the circumstances of the company.

(5) Subsections (1) and (2) shall not apply to a company's profit and loss
account if:-

(a) the company has subsidiaries; and

(b) the profit and loss account is framed as a consolidated profit and
loss account dealing with all or any of the company's subsidiaries
as well as the company; and
(c) complies with the requirements of this Act relating to
consolidated profit and loss accounts; and
(d) shows how much of the consolidated profit or loss for the
financial year is dealt with in the accounts of the company.

(6) If any person being a director of a company fails to take all

reasonable steps to secure compliance as respects any accounts laid before the
company in general meeting with the provisions of this section and with the
other requirements of this Act as to the matters to be stated in accounts, he
shall, in respect of each offence, be liable on conviction to imprisonment for a
term not exceeding six months or to a fine not exceeding three hundred
thousand shillings.

Provided that:-

(a) in any proceedings against a person in respect of an offence

under this section, it shall be a defence to prove that he had
reasonable ground to believe and did believe that a competent
and reliable person was charged with the duty of seeing that the
said provisions or the said other requirements, as the case may
be, were complied with and was in a position to discharge that
duty; and
(b) a person shall not be sentenced to imprisonment or any such
offence unless, in the opinion of the court dealing with the case,
 the offence was committed wilfully.
(7) For the purposes of this section and the following provisions of this
Act, except where the context otherwise requires:-
(a) any reference to a balance sheet or profit and loss account shall
include any notes thereon or document annexed thereto giving
information which is required by this Act and is thereby allowed
to be so given; and
(b) any reference to a profit and loss account shall be taken, in the
case of a company not trading for profit, as referring to its
income and expenditure account, and references to profit or to
loss and, if the company has subsidiaries, references to a
consolidated profit and loss account shall be construed
accordingly.

156.(1) Where at the end of its financial year a company has subsidiaries,
accounts or statements (in this Act referred to as "group accounts" dealing as
hereinafter mentioned with the state of affairs and profit or loss of the company
and the subsidiaries shall, subject to subsection (2), be laid before the company
in general meeting when the company's own balance sheet and profit and loss
account are so laid.

(2) Notwithstanding anything in subsection (1):-

(a) group accounts shall not be required where the company is at
the end of its financial year the wholly owned subsidiary of
another body corporate incorporated in Zanzibar; and
(b) group accounts need not deal with a subsidiary of the company
if the company's directors are of opinion that:-
(i) it is impracticable, or would be of no real value to members
of the company, in view of the insignificant amounts
involved, or would involve expense or delay out of
proportion to the value to members of the company; or

(ii) the result would be misleading, or harmful to the business

of the company or any of its subsidiaries; or
(iii) the business of the holding company and that of the
subsidiary are so different that they cannot reasonably be
treated as a single undertaking;
and, if the directors are of such an opinion about each of
the company's subsidiaries, group accounts shall not be
required,

Provided that the approval of the Registrar shall be required for not dealing in
group accounts with a subsidiary on the ground that the result would be harmful
or on the ground of the difference between the business of the holding company
and that of the subsidiary.
(3) If any person being a director of a company fails to take all reasonable
steps to secure compliance as respects the company with the provisions of this
section, he shall, in respect of each offence, be liable on conviction to
imprisonment for a term not exceeding six months or to a fine not exceeding
three hundred thousand shillings:
Provided that:-

(a) in any proceedings against a person in respect of an offence

under this section, it shall be a defence to prove that he had
reasonable ground to believe and did believe that a competent
and reliable person was charged with the duty of seeing that the
requirements of this section were complied with and was in a
position to discharge that duty; and
(b) a person shall not be sentenced to imprisonment for an offence
under this section unless, in the opinion of the court dealing with
the case, the offence was committed wilfully.
(4) For the purposes of this section a body corporate shall be deemed to
be the wholly-owned subsidiary of another if it has no members except that
other and that other's wholly-owned subsidiaries and its or their nominees.
157.(1) Subject to subsection (2), the group accounts laid before a holding
company shall be consolidated accounts comprising:-
(a) a consolidated balance sheet dealing with the state of affairs of
the company and all the subsidiaries to be dealt with in group
accounts;
(b) a consolidated profit and loss account dealing with the profit or
loss of the company and those subsidiaries.
(2) If the company's directors are of opinion that it is better for the
purpose:-
(a) of presenting the same or equivalent information about the state
of affairs and profit or loss of the company and those
subsidiaries; and
(b) of so presenting it that it may be readily appreciated by the
company's members;
the group accounts may be prepared in a form other than that
required by subsection (1), and in particular may consist of more
than one set of consolidated accounts dealing respectively with
the company and one group of subsidiaries and with other groups
of subsidiaries or of separate accounts dealing with each of the
 subsidiaries, or of statements expanding the information about
the subsidiaries in the company's own accounts, or any
combination of those forms.
(3) The group accounts may be wholly or partly incorporated in the
company's own balance sheet and profit and loss account.
158.(1) The group accounts laid before a company shall give a true and fair
view of the state of affairs and profit or loss of the company and the subsidiaries
dealt with thereby as a whole, so far as concerns members of the company.
(2) Where the financial year of a subsidiary does not coincide with that
of the holding company, the group accounts shall, unless the Registrar on the
application or with the consent of the holding company's directors otherwise
direct, deal with the subsidiary's state of affairs as at the end of its financial year
ending with or last before that of the holding company, and with the subsidiary's
profit or loss for that financial year.

(3) Without prejudice to subsection (1), the group accounts, if prepared

as consolidated accounts, shall comply with the requirements of the Regulations
made under this Act, so far as applicable thereto, and if not so prepared shall
give the same or equivalent information:

Provided that the Registrar may, on the application or with the consent
of a company's directors, modify the said requirements in relation to that
company for the purpose of adapting them to the circumstances of the company.

159.(1) A holding company's directors shall secure that except where in

their opinion there are good reasons against it the financial year of each of its
subsidiaries shall coincide with the company's own financial year.
(2) Where it appears to the Registrar desirable for a holding company
or a holding company's subsidiary 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 submission of the relevant accounts to a general
meeting from one calendar to the next, the Registrar may on the application or,
with the consent of the directors of the company whose financial year is to be
extended direct that, in the case of that company, the submission of accounts to
a general meeting, the holding of an annual general meeting or the making of an
annual return shall not be required in the earlier of the said calendar years.

160.(1) For the purposes of this Act, a company shall, subject to the
provisions of subsection (3), be deemed to be a subsidiary of another if:-

(a) that other either:-

(i) is a member of it and controls the composition of its board
of directors; or
(ii) holds more than half in nominal value of its equity share
capital; or
 (b) the first-mentioned company is a subsidiary of any company
which is that other's subsidiary.
(2) For the purposes of the foregoing subsection, the composition of a
company's board of directors shall be deemed to be controlled by another
company if, but only if, that other company by the exercise of some power
exercisable by it without the consent or concurrence of any other person can
appoint or remove the holders of all or a majority of the directorship; but for the
purposes of this provision that other company shall be deemed to have power to
appoint to a directorship with respect to which any of the following conditions
is satisfied, that is to say:-
(a) that a person cannot be appointed thereto without the exercise in
his favour by that other company of such a power as aforesaid; or
(b) that a person's appointment thereto follows necessarily from his
appointment as director of that other company; or
(c) that the directorship is held by that other company itself or by a
subsidiary of it.

(3) In determining whether one company is a subsidiary of another:-

(a) any shares held or power exercisable by that other in a fiduciary
capacity shall be treated as not held or exercisable by it;

(b) subject to the two following paragraphs, any shares held or

power exercisable:-

(i) by any person as a nominee for that other (except where

that other is concerned only in a fiduciary capacity); or
(ii) by, or by a nominee for, a subsidiary of that other, not
being a subsidiary which is concerned only in a fiduciary
capacity; shall be treated as held or exercisable by that
other;
(c) any shares held or power exercisable by any person by virtue of
the provisions of any debentures of the first mentioned company
or of a trust deed for securing any issue of such debentures shall
be disregarded;
(d) any shares held or power exercisable by, or by a nominee for,
that other or its subsidiary (not being held or exercisable as
mentioned in paragraph (c) shall be treated as not held or
exercisable by that other if the ordinary business of that other or
its subsidiary, as the case may be, includes the lending of money
and the shares are held or power is exercisable as aforesaid by
way of security only for the purposes of a transaction entered
 into in the ordinary course of that business.

(4) For the purposes of this Act, a company shall be deemed to be

another's holding company if, but only if, that other is its subsidiary.
(5) In this section the expression "company" includes anybody
corporate, and the expression "equity share capital" means, in relation to a
company, its issued share capital excluding any part thereof which, neither as
respects dividends nor as respects capital, carries any right to participate beyond
a specified amount in a distribution.

161.(1) Every balance sheet of a company shall be signed on behalf of the

Board by two directors of the company, or, if there is only one director, by that
director.

(2) In case of a banking company the balance sheet must be signed by

the Secretary or Manager, if any, and where there are more than three directors
of the company by at least three of those directors, and where there are not more
than three directors by all the directors.
(3) When the total number of directors of the company for the time
being in Zanzibar is less than the number of directors whose signatures are
required by this section, the balance sheet shall be signed by all the directors for
the time being in Zanzibar or, if there is only one director for the time being in
Zanzibar, by such director, but in any such case there shall be subjoined to the
balance sheet a statement signed by such directors or director explaining the
reason for non-compliance with the provisions of this section.
(4) If any copy of a balance sheet which has not been signed as required
by this section is issued, circulated or published, the company and every officer
of the company who is in default shall be liable to a fine.

162.(1) The profit and loss account and, so far as not incorporated in the
balance sheet or profit and loss account, any group accounts laid before the
company in general meeting, shall be annexed to the balance sheet, and the
auditors' report shall be attached thereto.
(2) Any accounts so annexed shall be approved by the board of
directors before the balance sheet is signed on their behalf.

(3) If any copy of a balance sheet is issued, circulated or published

without having annexed thereto a copy of the profit and loss account or any
group accounts required by this section to be, so annexed, or without having
attached thereto a copy of the auditors' report, the company and every officer of
the company who is in default shall be liable to a fine.

163.(1) There shall be attached to every balance sheet laid before a company
in general meeting a report by the directors with respect to the state of the
company's affairs, the amount, if any, which they recommend should be paid by
way of dividend, and the amount, if any, which they propose to carry to
reserves within the meaning of the Regulations made under this Act.

(2) The said report shall deal, so far as is material for the appreciation
of the state of the company's affairs by its members and will not in the directors'
opinion be harmful to the business of the company or of any of its subsidiaries,
with any change during the financial year in the nature of the company's
business, or in the company's subsidiaries, or in the classes of business in which
the company has an interest, whether as member of another company or
otherwise.

(3) If any person being a director of a company fails to take all

reasonable steps to comply with the provisions of subsection (1), he shall in
respect of each offence, be liable on conviction to imprisonment for a term not
exceeding six months or to a fine not exceeding three hundred thousand
shillings.
Provided that:-
(a) in any proceedings against a person in respect of an offence
under subsection (1), it shall be a defence to prove that he had
reasonable ground to believe and did believe that a competent
and reliable person was charged with the duty of seeing that the
provisions of that subsection were complied with and was in a
position to discharge that duty; and
(b) a person shall not be liable to be sentenced to imprisonment for
such an offence unless, in the opinion of the court dealing with
the case, the offence was committed wilfully.
164.(1) A copy of every balance sheet, including every document required
by law to be annexed thereto, which is to be laid before a company in general
meeting, together with a copy of the auditors' report, shall, not less than twenty
one days before the date of the meeting, be sent to every member of the
company (whether he is or is not entitled to receive notices of general meetings
of the company), every holder of debentures of the company (whether he is or is
not so entitled) and all persons other than members or holders of debentures of
the company, being persons so entitled.
Provided that:-
(a) in the case of a company not having a share capital this
subsection shall not require the sending of a copy of the
documents aforesaid to a member of the company who is not
entitled to receive notices of general meetings of the company or
to a holder of debentures of the company who is not so entitled;
(b) This subsection shall not require a copy of those documents to be
sent:-
 (i) to a member of the company or a holder of debentures of
the company, being in either case a person who is not
entitled to receive notices of general meetings of the
company and of whose address the company is unaware;
(ii) to more than one of the joint holders of any shares or
debentures none of whom are entitled to receive such
notices; or
(iii) in the case of joint holders of any shares or debentures
some of whom are and some of whom are not entitled to
receive such notices, to those who are not so entitled; and
(c) if the copies of the documents aforesaid are sent less than twenty
one days before the date of the meeting, they shall,
notwithstanding that fact, be deemed to have been duly sent if it
is so agreed by all the members entitled to attend and vote at the
meeting.
(2) Any member of a company, whether he is or is not entitled to have
sent to him copies of the company's balance sheets, and any holder of
debentures of the company, whether he is or is not so entitled, shall be entitled
to be furnished on demand without charge with a copy of the last balance sheet
of the company, including every document required by law to be annexed
thereto, together with a copy of the auditors' report on the balance sheet.

(3) If default is made in complying with subsection (1), the company

and every officer of the company who is in default shall be liable to a fine, and
if, when any person makes a demand for any document with which he is by
virtue of subsection (2) entitled to be furnished, default is made in complying
with the demand within seven days after the making thereof, the company and
every officer of the company who is in default shall be liable to a default fine,
unless it is proved that that person had already made a demand for and been
furnished with a copy of the document.
165.(1) Every company shall at each annual general meeting appoint an
auditor to hold office from the conclusion of that, until the conclusion of the
next annual general meeting.
(2) At any annual general meeting, a retiring auditor, however
appointed, shall be reappointed without any resolution being passed unless:-
(a) he is not qualified for reappointment; or
(b) a resolution has been passed at the meeting appointing somebody
instead of him or providing expressly that he shall not be
reappointed; or
(c) he has given the company notice in writing of his unwillingness
to be reappointed.
Provided that, where notice is given on an intended resolution to appoint some
person or persons in place of retiring auditor, and by reason of the death, in
capacity or disqualification of that person or of all those person, as the case may
be, the resolution cannot be proceeded with, the retiring auditor shall not be
automatically reappointed by virtue of this subsection.

(3) Where at an annual general meeting no auditors are appointed or

reappointed, the Registrar may appoint a person to fill the vacancy.

(4) The company shall, within one week of the date on which the courts
power under subsection (3) became exercisable, give the Registrar notice of that
fact, and, if a company fails to give notice as required by this subsection, the
company and every officer of the company who is in default shall be liable to a
default fine.
(5) Subject as hereinafter provided the first auditors of a company may
be appointed by the directors at any time before the first annual general meeting
and auditors so appointed shall hold office until the conclusion of that meeting.
Provided that:-
(a) the company may at a general meeting remove any such auditors
and appoint in their place any other person who have been
nominated for appointment by any member of the company and
of whose nomination notice has been given to the members of
the company not less than fourteen days before the date of the
meeting; and
(b) if the directors fail to exercise their powers under this subsection,
the company in general meeting may appoint the first auditors,
and thereupon the said powers of the directors shall cease.
(6) The directors may fill any casual vacancy in the office of auditor,
but while any such vacancy continues, the surviving or continuing auditor or
auditors, if any, may act.
(7) The remuneration of the auditors of a company:-

(a) in the case of an auditor appointed by the directors or by the

Registrar, may be fixed by the directors or by the Registrar as
the case may be;

(b) subject to the paragraph (a), shall be fixed by the company in

general meeting or in such manner as the company in general
meeting may determine.
For the purposes of this subsection, any sums paid by the company in respect of
the auditors' expenses shall be deemed to be included in the expression
'remuneration".
 166.(1) Special notice shall be required for a resolution at a company's
annual general meeting appointing as auditor a person other than a retiring
auditor or providing expressly that a retiring auditor shall not be reappointed.

(2) On receipt of notice of such an intended resolution as aforesaid, the

company shall forthwith send a copy thereof to the retiring auditor (if any).

(3) Where notice is given of such an intended resolution as aforesaid

and the retiring auditor makes with respect to the intended resolution
representations in writing to the company (not exceeding a reasonable length)
and requests their notification to members of the company, the company shall,
unless the representations are received by it too late for it to do so:-
(a) in any notice of the resolution given to members of the
company, state the fact of the representations having been made;
and
(b) send a copy of the representations to every member of the
company to whom notice of the meeting is sent (whether before
or after receipt of the representations by the company); and
(c) if a copy of the representations is not sent as aforesaid because
received too late or because of the company's default, the auditor
may (without prejudice to his right to be heard orally) require
that the representations shall be read out at the meeting.
Provided that copies of the representations need not be sent out and the
representations need not be read out at the meeting if, on the application either
of the company or of any other person who claims to be aggrieved, the court is
satisfied that the rights conferred by this section are being abused to secure
needless publicity for defamatory matter; and the court may order the
company's auditor, notwithstanding that he is not a party to the application.
(4) Subsection (3) shall apply to a resolution to remove the first
auditors by virtue of section 165(5) as it applies in relation to a resolution that a
retiring auditor shall not be reappointed.

167.(1) A person shall not be qualified for appointment as auditor of a

company unless he possesses such qualifications as may from time to time
prescribed by regulations made under this section by the Minister in
consultation with the Minister responsible for finance for the time being.

Provided that this subsection shall not apply in the case of a private company
which at the time of the auditor's appointment is an exempt private company.
(2) The following persons shall not be qualified for appointment as
auditor of a company:-
(a) an officer or servant of the company;
(b) a person who is a partner of or in the employment of an officer or
 servant of the company;
(c) a body corporate.

Provided that paragraph (b) if this subsection shall not apply in the case of a
private company which at the time of the auditor's appointment is an exempt
private company.

Reference in this subsection to an officer or servant shall be construed as not

including references to an auditor.

(3) A person shall also not be qualified for appointment as auditor of a

company if he is, by virtue of subsection (2), disqualified for appointment as
auditor of any other body corporate which is that company's subsidiary or
holding company or a subsidiary of that company's holding company, or would
be so disqualified if the body corporate were a company.
(4) Anybodycorporate which acts as auditor of a company shall be
liable to a fine.
168.(1) The auditors shall make a report to the members on the accounts
examined by them, and on every balance sheet, every profit and loss account
and all group accounts laid before the company in general meeting during their
tenure of office, and the report shall contain statements as to the matters
mentioned in the Regulations made under this Act.
(2) The auditors' report shall be read before the company in general
meeting and shall be open to inspection by any member.

(3) Every auditor of a company shall have a right of access at all times
to the books and accounts and vouchers of the company, and shall be entitled to
require from the officers of the company such information and explanation as
he thinks necessary for the performance of the duties of the auditors.

(4) The auditors of a company shall be entitled to attend any general

meeting of the company and to receive all notices of and other communications
relating to any general meeting which any member of the company is entitled to
receive and to be heard at any general meeting which they attend on any part of
the business of the meeting which concerns them as auditors.

169. References in this Act to a document annexed or required to be

annexed to a company's accounts or any of them shall not include the directors'
report or the auditors' report:

Provided that any information which is required by this Act to be given in

accounts, and is thereby allowed to be given in a statement annexed, may be
given in the directors' report instead of in the accounts and, if any such
information is so given, the report shall be annexed to the accounts and this Act
shall apply in relation thereto accordingly except that the auditors shall report
thereon only so far as it gives the said information.
 170.(1) Where the Registrar on perusal of any document which a company
is required to submit to him under the provisions of this Act is of the opinion
that any information is necessary in order that such document may afford full
particulars of the matter to which it purports to relate, he may by a written order
call on the company submitting the document to furnish in writing such
information or explanation within such time as he may specify in his order.
(2) On receipt of an order under subsection (1), it shall be the duty of
all persons who are or have been officers of the company to furnish such
information or explanation to the best of their power.
(3) If any such person refuses or neglects to furnish any such
information or explanation he shall be liable to a fine in respect of each offence.

(4) If such information or explanation is not furnished within the

specified time, or if after perusal of such information or explanation the
Registrar is of opinion that the document in question discloses an unsatisfactory
state of affairs, or that it does not disclose a full and fair statement of the
matters to which it purports to relate, the Registrar shall report the
circumstances of the case in writing to the court.
171.(1) The court may appoint one or more competent inspectors to
investigate the affairs of a company and to report thereon in such manner as the
court directs in case of:-
(a) a company having a share capital, on the application either of not
less than one hundred members or of members holding not less
than one-tenth of the shares issued; or
(b) a company not having a share capital, on the application of not
less than one fifth in number of the persons on the company's
register of members; or
(c) on application by the company.
(2) The application shall be supported by such evidence as the court may
require for the purpose of showing that the applicants have good reason for
requiring the investigation, and the court may, before appointing an inspector,
require the applicants to given security for payment of the costs of the
investigation.
172. Without prejudice to its powers under section 171 the court shall
appoint one or more competent inspectors to investigate the affairs of a
company and to report thereon in such manner as the court directs, if the
company by special resolution declares that its affairs ought to be investigated
by an inspector appointed by the court;
(a) may do so, if it appears to the court upon a report from the
Registrar that there are circumstances suggesting:-
 (i) that the company's business is being conducted with intent
to defraud its creditors or the creditors of any other person
or otherwise for a fraudulent or unlawful purpose, or in a
manner oppressive of any part of its members, or that it
was formed for any fraudulent or unlawful purpose; or
(ii) that persons concerned with its formation or the
management of its affairs have in connection therewith
been guilty of fraud, misfeasance or other misconduct
towards it or towards its members; or
(iii) that its members have not been given all the information
with respect to its affairs which they might reasonably
expect; or

(iv) that it is desirable to do so; and

(b) may do so on receipt of a report from the Registrar under section

170.

173. If an inspector appointed under either of sections 171 and 172 to

investigate the affairs of a company thinks it necessary for the purposes of his
investigation to investigate also the affairs of any other body corporate which is
or has at any relevant time been the company's subsidiary or parent company or
a subsidiary of its parent company or a parent company of its subsidiary, he
shall have power so to do, and shall report on the affairs of the other body
corporate so far as he thinks the results of his investigation thereof are relevant
to the investigation of the affairs of the first mentioned company.

174.(1) It shall be the duty of all officers and agents of the company and of
all officers and agents of any other body corporate whose affairs are
investigated by virtue of section 173 to produce to any inspector all books and
documents of or relating to the company or, as the case may be, the other body
corporate which are in their custody or power, to attend before the inspector
when required to do so and otherwise to give to the inspector all assistance in
connection with the investigation which they are reasonably able to give.

(2) If the inspector considers that an officer or agent of the company or

other body corporate or any other person is or may be in possession of
information relating to a matter which they believe to be relevant to the
investigation, they may require him:-
(a) to produce to the inspector any documents in its custody or
power relating to that matter;
(b) Attend before the inspectors;
(c) Otherwise to give to the inspector all assistance in connection
with the investigation which he is reasonably able to give.
 (3) An inspector may examine on oath the officers and agents of the
company or other body corporate in relation to its business, and may administer
an oath accordingly.
(4) If any officer or agent of the company or other body corporate refuses
to produce to an inspector any book or document which it is his duty under this
section to produce, or refuses to attend before the inspector when required to do
so, or refuses to answer any question which is put to him by an inspector with
respect to the affairs of the company or other body corporate, as the case may
be, the inspector may certify the refusal under his hand to the court, and the
court may thereupon inquire into the case, and after hearing any witnesses who
may be produced against or on behalf of the alleged offender and after hearing
any statement which may be offered in defence, punish the offender in like
manner as if he had been guilty of contempt of court.

(5) If an inspector thinks it necessary for the purpose of his

investigation that a person whom he has no power to examine on oath should be
so examined, he may apply to the court and the court may if it sees fit order that
person to attend and be examined on oath before it on any matter relevant to the
investigation, and on any such examination:-
(a) the inspector may take part therein either personally or by
advocate;
(b) the court may put such questions to that person examined as the
court thinks fit;
(c) the person examined shall answer all such questions as the court
may put or allow to be put to him, but may at his own cost
employ an advocate, who shall be at liberty to put to him such
questions as the court may deem just for the purpose of enabling
him to explain or qualify any answers given by him,
and notes of the examination shall be taken down in writing and
shall be read over to or by, and signed by the person examined,
and may thereafter be used in evidence against him;
Provided that, notwithstanding anything in paragraph (c) of this subsection, the
court may allow the person examined such costs as in its discretion it may think
fit, and any costs so allowed shall be paid as part of the expenses of the
investigation.
(6) In this section any reference to officers or agents shall include past,
as well as present, officers or agents, as the case may be, and for the purposes of
this section the expression 'agents', in relation to a company or other body
corporate shall include the bankers and advocates of the company or other body
corporate and any persons employed by the company or other body corporate as
auditors, whether those persons are or are not officers of the company or other
body corporate.
 175.(1) An inspector may, and, if so directed by the court, shall make
interim reports to the court, and on the conclusion of the investigation shall
make a final report to the court; and such report shall be written or, if the court
so directs, printed.

(2) The court shall order that a copy of any report be forwarded to the
Minister and may, in its discretion, order that a copy of any report be
forwarded:-
(a) to the company;
(b) on request and on payment of the prescribed fee to any other
person who is a member of the company or of any other body
corporate as above appear to the court to be affected, or whose
conduct is referred to in the report;
(c) on request to the applicants for the investigation;
(d) to the auditors of the company or body corporate as the case may
be, and may also cause the report to be printed and published.

176.(1) If from any report made under section 175, it appears to the court
that any person has, in relation to the company or to anybody corporate whose
affairs have been investigated by virtue of section 173 been guilty of any
offence for which he is criminally liable, the court shall forward a copy of the
report to the Director of Public Prosecutions, and if the Director of Public
Prosecutions considers that the case is one in which a prosecution ought to be
instituted, he shall institute proceedings accordingly, and it shall be the duty of
all officers and agents of the company, past and present (other than the
defendant in the proceedings) to give him all assistance in connection with the
prosecution which they are reasonably able to give, section 174 (5) shall apply
for the purposes of this subsection as it applies for the purposes of that section.
(2) If, in the case of any body corporate that may be wound up under
this Act, it appears to the Director of Public Prosecutions, from any such report
as above that it is expedient so to do by reason of any such circumstances as are
referred to in subparagraphs (i) or (ii) of paragraph (b) of section 172, the
Attorney General may, unless the body corporate is already being wound up by
the court, present a petition for it to be so wound up if the court thinks it just
and equitable that it should be wound up or a petition for an order under section
172 or both.

(3) If from any report made or information obtained under this Part it
appears to the Attorney-General that any civil proceedings ought in the public
interest to be brought by any body corporate, he may himself bring proceedings
for that purpose in the name of the body corporate.

(4) The Minister shall indemnify the body corporate against any costs or
expenses incurred by it in or in connection with any proceedings brought by
virtue of subsection (3).

177.(1) The expenses of and incidental to an investigation by an inspector

appointed by the court under this Act shall be defrayed in the first instance by
the Government, but the following persons shall, to the extent mentioned, be
liable to repay the Government:-
(a) any person who is convicted on a prosecution instituted by the
Director of Public Prosecutions as a result of the investigation
or who is ordered to pay damages or restore any property in
proceedings brought by virtue of section 176(3), may in the
same proceedings be ordered to pay the said expenses to such
extent as may be specified in the order.
(b) any body corporate in whose name proceedings are brought as
above shall be liable to the amount or value of any sums or
property recovered by it as a result of those proceedings; and
any amount for which a body corporate is liable by virtue of
this paragraph shall be first charge on the sums or property
recovered;

(c) Unless as a result of the investigation a prosecution is instituted

by the Director of Public Prosecutions:-
(i) any body corporate dealt with by the report, where the
inspector was appointed otherwise than under section
172(b), shall be liable, except so far as the court otherwise
directs;
(ii) the applicants for the investigation, where the inspector
was appointed under section 171, shall be liable to such
extent (if any) as the court directs.
(2) The report of an inspector appointed otherwise than under section
171(b), may, if he thinks fit, and shall, if the court so directs, include a
recommendation as to the directions (if any), which he thinks appropriate, in the
light of his investigation, to be given under subsection 1 (c).

(3) For the purposes of this section, any costs or expenses incurred by
the Director of Public Prosecutions in or in connection with proceedings
brought by virtue of section 176(3) (including expenses incurred by the
Government by virtue of subsection (4) thereof) shall be treated as expenses of
the investigation giving rise to the proceedings.

(4) Any liability to repay the Minister imposed by subsections (1)(a)

and (1)(b) shall, subject to satisfaction of the Minister's right to repayment, be a
liability also to indemnify all persons against liability under subsection (1)(c);
and any such liability imposed by subsection (1)(a) shall, subject as aforesaid,
be a liability under subsection (1)(c); and any person liable under subsection
(1)(a) or (1)(b) or either subparagraph (i) or (ii) of subsection (1)(c) shall be
entitled to contribution from any other person liable under the same subsection
or subparagraph, as the case may be, according to the amount of their respective
liabilities thereunder.

178. A copy of any report of an inspector appointed under the foregoing

provisions of this Act shall be admissible in any legal proceedings as evidence
of the opinion of the inspector in relation to any matter contained in the report.

179. Rules and guidelines may be made by the Minister for the time being
responsible for Finance, or by the Capital Markets and Securities or such other
authority designated for the purpose, for the investigation of the ownership of
any company or any shares or debentures or for the purpose of determining the
true persons who are or have been financially interested in the success or failure
of the company or able to control or materially to influence its policy.

180.(1) An officer of a company who destroys, mutilates, falsifies or is privy

to the destruction, mutilation or falsification of a document affecting or relating
to the company's property or affairs, or makes or is privy to the making of a
false entry in such a document, commits an offence, unless he proves that he
had no intention to conceal the state of affairs of the company or defeat the law.

(2) Such a person as above mentioned, who fraudulently either parts

with, alters or makes an omission in any document or is privy to fraudulent
parting with, fraudulent altering or fraudulent making of an omission in, any
such document, commits an offence.
(3) A person guilty of an offence under this section is liable to
imprisonment terms not exceeding three years or a fine not exceeding two
million shillings or both.

(4) In this section, "document" includes information recorded in any

form.

181. Nothing in the foregoing provisions of this Part shall require disclosure
to the court or to the Registrar or to an inspector appointed by the Court or the
Registrar:-

(a) by an advocate of any privileged communication made to him in

that capacity, except as respects the name and address of his
client; or

(b) by a company's bankers of any information as to the affairs of

any of their customers other than the company.
182.(1) The provisions of this Part shall apply to foreign companies and
bodies corporate incorporated outside Zanzibar that have at any time carried on
business in Zanzibar, as they apply to companies incorporated under this Act,
but subject to the exceptions provided in subsection (2).

(2) The following provisions do not apply to foreign companies and

bodies corporate mentioned in subsection (1):-

(a) section 171(1)(a) and (c) (inspections ordered on the application

of the company or its members);
(b) section 176(3) (power to bring civil proceedings on the
companies' behalf).

(3) The Minister may make regulations applying any provisions of this
Part to foreign companies or other bodies mentioned in subsection (1) subject to
modifications as may be specified therein.

183.(1) Subject to this section, a company shall, in general meeting, declare

dividends in respect of any accounting period or other period.

(2) Where the recommendation of the directors of a company with

respect to the declaration of a dividend is rejected or varied by the company in
general meeting, a statement to that effect shall be included in the relevant
directors' annual report and in the relevant annual return.

(3) A Company may pay a dividend:-

(a) out of its realized profits less its realized losses; or

(b) out of its realized revenue profits less its revenue losses,
whether realize or unrealized.
Provided the directors reasonably believe that immediately after the dividend
has been paid the company will be able to discharge its liabilities as they fall
dues, and the realizable value of the company's assets will not be less than the
amount of its liabilities.
(4) A company shall not declare or pay a dividend if there are
reasonable grounds for believing that
(a) the corporation is, or would after the payment be, unable to pay
its liabilities as they become due; or
(b) the realizable value of the corporation's assets would thereby be
less than the aggregate of its liabilities and stated capital of all
classes.
(5) Notwithstanding anything in this section, an open ended investment
company may pay such dividends as may be made by the Minister for the time
being responsible for Finance.

184. Subject to any modifications, exceptions, or limitations contained in

this Act or in the company's articles, the directors of a company have all the
powers necessary for managing, and for directing and supervising the
management of the business affairs of a company.

185.(1) Subject to this section, a director of a company, when exercising

powers of performing duties, must act honestly and in good faith and in what
the director believes to be the best interest of the company.
(2) A director of a company that is a wholly-owned subsidiary may,
when exercising powers or performing duties as a director, if expressly
permitted to do so by the articles of the company, act in a manner which he
believes is in the best interests of the company's holding company even though
it may not be in the best interests of the company.
(3) A director of a company that is a subsidiary (but not a wholly-
owned subsidiary) may, when exercising powers or performing duties as a
director, if expressly permitted to do so by the articles of the company and with
the prior agreement of the shareholders (other than its holding company), act in
a manner which he believes is in the best interests of that company's holding
company even though it may not be in the best interest of the company.

(4) A director of a company incorporated to carry out a joint venture

between the shareholders may, when exercising powers or performing duties as
director in connection with the carrying out of the joint venture, act in a manner
which he believes is the best interests of a shareholder or shareholders, even
though it may not be in the best interests of the company.

186.(1) The matters to which the directors of the company are to have
regard in the performance of their functions include, in addition to the interests
of the members, the interests of the company's employees.
(2) The duty imposed by this section on the directors is owned by them
to the company and is enforceable in the same way as any other fiduciary duty
owed to a company by its directors.
187. A director shall exercise his powers for proper purposes.

188. A director owes the company a duty to exercise the care, skill and
diligence which would be exercised in the same circumstances by a reasonable
person having both:-
(a) the knowledge and experience that may reasonably be expected
of a person in the same position as the director; and
(b) any special knowledge and experience which the director has.

189.(1) Every company, except a single member private company, shall

have at least two Directors.
 (2) The single member private company shall always have the single
member as a director but it, may have such number of other director.

190.(1) Every company shall have a Secretary.

(2) Anything required or authorised to be done by or to the secretary
may, if the office is vacant or there is for any other reason no secretary capable
of acting, be done by or to any assistant or deputy secretary or, if there is no
assistant or deputy secretary capable of acting, by or to any officer of the
company authorised generally or specially in that behalf by the directors.

(3) The secretary shall be appointed at the time of incorporation and

subsequently on the same day or the day next following his resignation or
removal or in case of his death within seven days of the event.

191. The single member shall not bein any case, a secretary to the company.

192. A provision requiring or authorizing a thing to be done by or to a

director and the secretary shall not be satisfied by its being done by or to the
same person acting both as director and as, or in place of the secretary.

193. The acts of a director or manager shall be valid notwithstanding any

defect that may afterwards be discovered in his appointment or qualification.
194.(1) A person shall not be capable of being appointed director of a
company by the articles, and shall not be named as a director or proposed
director of a company in a prospectus issued by or on behalf of the company, or
as proposed director of an intended company in a prospectus issued in relation
to that intended director of an intended company in a prospectus issued in
relation to that intended company, or in a statement in lieu of prospectus
delivered to the Registrar by or on behalf of a company, unless, before the
registration of the articles or the publication of the prospectus or the delivery of
the statement in lieu of prospectus, as the case may be, he has by himself or by
his agent authorized in writing:-

(a) signed and delivered to the Registrar for registration a consent in

writing to act as such director; and
(b) either:-
(i) signed the memorandum for a number of shares not less
than his qualification, if any; or
(ii) taken from the company and paid or agreed to pay for his
qualification shares, if any; or
 (iii) signed and delivered to the Registrar for registration an
undertaking in writing to take from the company and pay
for his qualification shares, if any; or
(iv) made and delivered to the Registrar for registration a
statutory declaration to the effect that a number of shares,
not less than his qualification, if any, are registered in his
name.

(2) Where a person has signed and delivered as aforesaid an undertaking

to take and pay for his qualification shares, he shall, as regards those shares, be
in the same position as if he had signed the memorandum for that number of
shares.

(3) References in this section to the share qualification of a director or

proposed director shall be construed as including only a share qualification
required on appointment or within a period determined by reference to the time
of appointment, and references therein to qualification shares shall be construed
accordingly.

(4) On the application for registration of the memorandum and articles of

a company, the applicant shall deliver to the Registrar a list of the persons who
have consented to the directors of the company, and, if this list contains the
name of any person who has not so consented, the applicant shall be liable to a
fine.
(5) This section shall not apply to:-
(a) a company not having a share capital; or
(b) a private company;
(c) a company which was a private company before becoming a
public company; or

(d) a single shareholder company; or

(e) a prospectus issued by or on behalf of a company after the
expiration of one year from the date on which the company was
entitled to commence business.

195.(1) Without prejudice to the restrictions imposed by section 194, it

shall be the duty of every director who is by the articles of the company
required to hold a specified share qualification, and who is not already
qualified, to obtain his qualification within two months after his appointment, or
such shorter time as may be fixed by these articles.

(2) For the purpose of any provision in the articles requiring a director
or manager to hold a specified share qualification, the bearer of a share warrant
shall not be deemed to be the holder of the share specified in the warrant.
(3) The office of director of a company shall be vacated if the director
does not within two months from the date of his appointment, or within such
shorter time as may be fixed by the articles, obtain his qualification, or if after
the expiration of the said period or shorter time he ceases at any time to hold his
qualification.
(4) A person vacating office under this section shall be incapable of
being reappointed director of the company until he has obtained his
qualification.
(5) If after the expiration of the said period or shorter time any
unqualified person acts as a director of the company, he shall be liable to a fine
for every day between the expiration of the said period or shorter time or the
day on which he ceased to be qualified, as the case may be, and the last day on
which it is proved that he acted as a direct.

196.(1) At a general meeting of a company other than a private company, a

motion for the appointment of two or more persons as directors of the company
by a single resolution shall not be made, unless a resolution that it shall be so
make has first been agreed to by the meeting without any vote being given
against it.
(2) A resolution moved in contravention of this section shall be void
whether or not its being so moved was objected to at the time:

Provided that:-
(a) this subsection shall not be taken as excluding the operation of
section 194; and
(b) where a resolution so moved is passed, no provision for the
Automatic reappointment of retiring directors in default of
another appointment shall apply.
(3) For the purposes of this section, a motion for approving a person's
appointment or for nominating a person for appointment shall be treated as a
motion for his appointment.

(4) Nothing in this section shall apply to a resolution altering the

company's articles.

197.(1) A company may by ordinary resolution remove a director before the

expiration of his period of office, notwithstanding anything; in its articles or any
agreement between it and him.

(2) Special notice shall be required of any resolution to remove a

director under this section or to appoint somebody instead of a director so
removed at the meeting at which he is removed, and on receipt of notice of an
intended resolution to remove a director under this section the company shall
forthwith send a copy thereof to the director concerned, and the director
(whether or not he is a member of the company) shall be entitled to be heard on
the resolution at the meeting.

(3) Where notice is given of an intended resolution to remove a director

under this section and the director concerned makes with respect thereto
representations in writing to the company (not exceeding a reasonable length)
and requests their notification to members of the company, the company shall,
unless the representations are received by it too late for it to do so:-
(a) in any notice of the resolution given to members of the company
state the fact of the representations' having been made; and

(b) send a copy of the representations to every member of the

company to whom notice of the meeting is sent (whether before
or after receipt of the representations by the company);

and if a copy of the representations is not sent as aforesaid

because received too late or because of the company's default,
the director may (without prejudice to his right to be heard
orally) require that the representations shall be read out at the
meeting.
Provided that copies of the representations need not be sent out and the
representations need not be read out at the meeting, if on the application either
of the company or of any other person who claims to be aggrieved, the court is
satisfied that the rights conferred by this section are being abused to secure
needless publicity for defamatory matter; and the court may order the
company's costs on an application under this section to be paid in whole or in
part by the director, notwithstanding that he is not a party to the application.

(4) A vacancy created by the removal of a director under this section, if

not filled at the meeting at which he is removed, may be filled as a casual
vacancy.

(5) A person appointed director in place of a person removed under

this section shall be treated, for the purpose of determining the time at which he
or any other director is to retire, as if he had become director on the day on
which the person in whose place he is appointed was last appointed a director.

(6) Nothing in this section shall be taken as depriving a person removed

thereunder of compensation or damages payable to him in respect of the
termination of his appointment as director or of any appointment terminating
with that as director or as derogating from any power to remove a director
which may exist apart from this section.

198.(1) Subject to the provisions of this section, no person shall be capable

of being appointed a director of a company which is subject to this section if at
the time of his appointment he had not attained the age of twenty one or has
attained the age of seventy.
(2) Subject as aforesaid, a director of a company which is subject to this
section shall vacate his office at the conclusion of the annual general meeting
commencing next after he attains the age of seventy:

Provided that acts done by a person as director shall be valid not withstanding
that it is afterwards discovered that his appointment had terminated by virtue of
this subsection.

(3) where a person retires by virtue of subsection (2), no provision for

the automatic appointment of retiring directors in default of another
appointment shall apply; and if at the meeting at which he retires the vacancy is
not filled it may be filled as a causal vacancy.

(4) Nothing in the foregoing provisions of this section shall prevent the
appointment of a director at any age, above the age of eighteen or require a
director to retire at any time, if his appointment is or was made or approved by
the company in general meeting, but special notice shall be required of any
resolution appointing or approving the appointment of a director for it to have
effect for the purposes of this subsection and the notice thereof given to the
company and by the company to its members must state or must have stated the
age of the person to whom it relates.

(5) A person reappointed as director on retiring by virtue of subsection

(2) of this section, or appointed in place of a director so retiring, shall be
treated, for the purpose of determining the time at which he or any other
director is to retire, as if he had become director on the day on which the
retiring director was last appointed before his retirement; but, except as
provided by this subsection, the retirement of a director out of turn by virtue of
the said subsection (2) shall be disregarded in determining when any other
directors are to retire.
(6) A company shall be subject to this section if it is not a private
company or if, being a private company, it is the subsidiary of a body corporate
incorporated in Zanzibar which is not a private company; and for the purposes
of any other section of this Act which refers to a company subject to this
section, a company shall be deemed to be subject to this section, a company
shall be deemed to be subject to this section notwithstanding that all or any of
the provisions thereof are excluded or modified by the company's articles.

199.(1) Any person who is appointed or to his knowledge proposed to be

appointed director of a company subject to section 198 at a time when he has
attained any retiring age applicable to him as director either under this Act or
under the company's articles shall give notice of his age to the company.

Provided that this subsection shall not apply in relation to a person's

reappointment on the termination of a previous appointment as director of the
company.

(2) Any person who:-

(a) fails to give notice of his age as required by this section; or

(b) acts as director under any appointment which is invalid or has

terminated by reason of his age; shall be liable to a fine for
every day during which the failure continues or during which
he continues to act as aforesaid.

(3) For the purposes of subsection (2), a person who has acted as
director under an appointment which is invalid or has terminated shall be
deemed to have continued so to act throughout the period from the invalid
appointment or the date on which the appointment terminated, as the case may
be, until the last day on which he is shown to have acted thereunder.

200.(1) If any person being an un-discharged bankrupt acts as director of, or

directly or indirectly taken part in or is concerned in the management of, any
company except with the leave of the court by which he was adjudged bankrupt,
he shall be liable on conviction to imprisonment for a term not exceeding two
years, or to a fine not exceeding one million or both.
(2) The leave of the court for the purposes of this section shall not be
given unless notice of intention to apply thereof has been served on the official
receiver, and it shall be the duty of the official receiver, if he is of opinion that it
is contrary to the public interest that any such application should be granted, to
attend on the hearing of and oppose the granting of the application.

(3) In this section, the expression "company" includes an unregistered

company and a company incorporated outside Zanzibar which has an
established place of business within Zanzibar, and the expression "official
receiver" means an official receiver in bankruptcy and includes an official
assignee appointed under the Insolvency Act.
201.(1) Where:-
(a) a person is convicted of any offence in connection with the
promotion, formation or management of a company; or
(b) in the course of winding up a company, it appears that a person

(i) has been guilty, for which he is liable (whether he has

been convicted or not) for fraudulent trading; or

(ii) has otherwise been guilty, while an officer of the company,

of any fraud in relation to the company or of any breach of
his duty to the company;

the court may make an order that person shall not, without
 the leave of the court, be a director of or in any way,
whether directly or indirectly, be concerned or take part in
the management of a company for such period not
exceeding five years as may be specified in the order.

(2) In the foregoing subsection the expression "the court", in relation to

the making of an order against any person by virtue of paragraph (a) thereof,
includes the court before which he is convicted, as well as any court having
jurisdiction to wind up the company, and in relation to the granting of leave
means any court having jurisdiction to wind up the company as respects which
leave is sought.

(3) A person intending to apply for the making of an order under this
section by the court having jurisdiction to wind up a company, shall give not
less than ten days' notice of his intention to the person against whom the order
is sought, and on the hearing of the application, the last-mentioned person may
appear and himself give evidence or call witnesses.

(4) An application for the making of an order under this section by the
court having jurisdiction to wind up a company may be made by the official
receiver, or by the liquidator of the company or by any person who is or has
been a member or creditor of the company; and on the hearing of any
application for an order under this section by the official receiver or the
liquidator, or of any application for leave under this section by a person against
whom an order has been made on the application of the official receiver or the
liquidator, the official receiver or liquidator shall appear and call the attention
of the court to any matter which seem to him to be relevant and may himself
give evidence or call witnesses.
(5) An order may be made by virtue of sub-paragraph (ii) of paragraph
(b) of subsection (1) of this section notwithstanding that the person concerned
may be criminally liable in respect of the matters on the ground of which the
order is to be made, and for the purposes of the said sub-paragraph (ii) the
expression "officer" shall include any person in accordance with whose
directions or instructions the directors of the company have been accustomed to
act.
(6) If any person acts in contravention of an order made under this
section, he shall, in respect of each offence, be liable on conviction to
imprisonment for a term not exceeding two years, or to a fine not exceeding one
million, or to both.

202. A person is personally responsible for all the relevant debts of a

company if at any time:-

(a) in contravention of a disqualification order he is involved in the

management of the company; or
(b) as a person who is involved in the management of the company,
 he acts or is willing to act on instructions given without the leave
of the court by a person whom he knows at that time to be the
subject of a disqualification order or to be an undischarged
bankrupt.
203.(1) It shall not be lawful for a company to pay a director remuneration
(whether as director or otherwise) free of income tax or otherwise calculated by
reference to or varying with the amount of his income tax, or to or with the rate
or standard rate of income tax.
(2) Any provision contained in a company's articles, or in any contract
or in any resolution of a company or a company's directors, for payment to a
director of remuneration as aforesaid shall have effect as if it provided for
payment, as a gross sum subject to income tax, of the net sum for which it
actually provides.

204.(1) It shall not be lawful for a company to make a loan to any person
who is its director or a director of its holding company, or to enter into any
guarantee or provide any security in connection with a loan made to such a
person as aforesaid by any other person:
Provided that nothing in this section shall apply either:-
(a) to anything done by a company which is for the time being an
exempt private company; or
(b) to anything done by a subsidiary, where the director is its holding
company; or
(c) subject to subsection (2), to anything done to provide any such
person as aforesaid with funds to meet expenditure incurred or to
be incurred by him for the purposes of the company or for the
purpose of enabling him properly to perform his duties as an
officer of the company; or
(d) in the case of a company whose ordinary business includes the
lending of money or the giving of guarantees in connection with
loan made by other persons, to anything done by the company in
the ordinary course of that business.
(2) Proviso (c) to subsection (1) shall not authorize the making of any
loan, or the entering into any guarantee, or the provision of any security, except
either:-
(a) with the prior approval of the company given at a general
meeting at which the purposes of the expenditure and the amount
of the loan or the extent of the guarantee or security, as the case
may be, are disclosed; or
(b) on condition that, if the approval of the company is not given as
aforesaid at or before the next following annual general meeting,
the loan shall be repaid or the liability under the guarantee or
 security shall be discharged, as the case may be, within six
months from the conclusion of that meeting.
(3) Where the approval of the company is not given as required by any
such condition, the directors authorizing the making of the loan, or the entering
into the guarantee, or the provision of the security, shall be jointly and severally
liable to indemnify the company against any loss arising therefrom.

205. It shall not be lawful for a company to make to any director of the
company any payment by way of compensation for loss of office, or as
consideration for or in connection with his retirement from office, unless
particulars with respect to the proposed payment (including the amount thereof)
have been disclosed to members of the company and the proposal has been
approved by the company.

206.(1) It shall not be lawful in connection with the transfer of the whole or
any part of the undertaking or property of a company for any payment to be
made to any director of the company by way of compensation for loss of office,
or as consideration for or in connection with his retirement from office, unless
particulars with respect to the proposed payment (including the amount thereof)
have been disclosed to the members of the company and the proposal approved
by the company.
(2) Where a payment which is hereby declared to be illegal is made to a
director of the company, the amount received shall be deemed to have been
received by him in trust for the company.

207.(1) Where, in connection with the transfer to any persons of all or any
of the shares in a company, being a transfer resulting from:-
(a) an offer made to the general body of shareholders;
(b) an offer made by or on behalf of some other body corporate with
a view to the company becoming its subsidiary or a subsidiary of
its holding company;
(c) an offer made by or on behalf of an individual with a view to his
obtaining the right to exercise or control the exercise of not less
than one-third of the voting power at any general meeting of the
company; or
(d) any other offer which is conditional on acceptance to a given
extent;
a payment is to be made to a director of the company by way of
compensation for loss of office, or as consideration for or in
connection with his retirement from office, it shall be the duty of
that director to take all reasonable steps to secure that particulars
with respect to the proposed payment (including the amount
 thereof) shall be included in or sent with any notice of the offer
made for their shares which is given to any shareholders.
(2) If:-
(a) any such director fails to take reasonable steps as aforesaid; or

(b) any person who has been properly required by any such director
to include the said particulars in or send them with any such
notice as aforesaid fails so to do; he shall be liable to a fine.
(3) If:-

(a) the requirements of subsection (1) of this section are not

complied with in relation to any such payment as is therein
mentioned; or

(b) the making of the proposed payment is not, before the transfer of
any shares in pursuance of the offer, approved by a meeting
summoned for the purpose of the holders of the shares to which
the offer relates and of other holders of shares of the same class
as any of the said shares;

any sum received by the director on account of the payment shall

be deemed to have been received by him in trust for any persons
who have sold their shares as a result of the offer made, and the
expenses incurred by him in distributing that sum amongst those
persons shall be borne by him and not retained out of that sum.

(4) Where the shareholders referred to in paragraph (b) of subsection (3)

are not all the members of the company and no provision is made by the articles
for summoning or regulating such a meeting as it mentioned in that paragraph,
the provisions of this Act and of the company's articles relating to general
meetings of the company shall, for that purpose, apply to the meeting either
without modification or with such modifications as the Minister on the
application of any person concerned may direct for the purpose of adapting
them to the circumstances of the meeting.

(5) If at a meeting summoned for the purpose of approving any payment

as required by paragraph (b) of subsection (3) a quorum is not present and, after
the meeting has been adjourned to a later date, a quorum is again not present;
the payment shall be deemed for the purposes of that subsection to have been
approved.
208.(1) Where in proceedings for the recovery of any payment as having,
by virtue of 206(1) and (2) or sections 207(1) and (3) been received by any
person in trust, it is shown that:-
(a) the payment was made in pursuance of any arrangement
entered into as part of the agreement for the transfer in
 question or within one year before or two years after that
agreement or the offer leading thereto; and

(b) the company or any person to whom the transfer was made
was privy to that arrangement;
the payment shall be deemed, except in so far as the contrary is
shown, to be one to which the subsections apply.

(2) If in connection with any such transfer as is mentioned in either of

sections 206 or 207:-

(a) the price to be paid to a director of the company whose office

is to be abolished or who is to retire from office for any shares
in the company held by him is in excess of the price which
could at the time have been obtained by other holders of the
like shares; or
(b) any valuable consideration is given to any such director; the
excess or the money value of the consideration, as the case
may be, shall, for the purposes of that section, be deemed to
have been a payment made to him by ways of compensation
for loss of office or as consideration for or in connection with
his retirement from office.
(3) References in sections 205, 206 and 207 to payments made to any
director of a company by way of compensation for loss of office, or as
consideration for or in connection with his retirement from office, do not
include any bona fide payment by way of damages for breach of contract or by
way of pension in respect of past services, and for the purposes of this
subsection the expression "pension" includes any superannuation allowance,
superannuation gratuity or similar payment.
(4) Nothing in sections 206 and 207 shall be taken to prejudice the
operation of any rule of law requiring disclosure to be made with respect to any
such payments as are therein mentioned or with respect to any other like
payments made or to be made or to be made to the directors of a company.
209.(1) Every company shall keep register showing as respects each
director of the company (not being its holding company) the number,
description and amount of any shares in or debentures of the company or any
other body corporate, being the company's subsidiary or holding company, or a
subsidiary of the company's holding company, which are held by or in trust for
him or of which he has any right to become the holder (whether on payment or
not):
Provided that the register need not include shares in any body corporate which
is the wholly owned subsidiary of another body corporate, and for this purpose
a body corporate shall be deemed to be the wholly owned subsidiary of another
if it has no members but that other and that other's wholly owned subsidiaries
and its or their nominees.

(2) Where any shares or debentures fall to be or cease to be recorded in

the said register in relation to any director by reason of a transaction entered
into while he is a director, the register shall also show the date of and price or
other consideration for the transaction.Provided that where there is an interval
between the agreement for any such transaction and the completion thereof, the
date shall be that of the agreement.

(3) The nature and extent of a director's interest or right in or over any
shares or debentures recorded in relation to him in the said register shall if he so
requires be indicated in the register.

(4) The company shall not by virtue of anything done for the purposes
of this section be affected with notice of or put upon inquiry as to the rights of
any person in relation to any shares or debentures.

(5) The said register shall, subject to the provisions of this section, be
kept at the company's registered office and shall be open to inspection during
business hours (subject to such reasonable restrictions as the company may by
its articles or in general meeting impose, so that not less than two hours in each
day be allowed for inspection) as follows:-
(a) during the period beginning fourteen days before the date ofthe
company's annual general meeting and ending three days after
the date of its conclusion, it shall be open to the inspection of any
member or holder of debentures of the company; and

(b) during that or any other period, it shall be open to the inspection
of any person acting on behalf of the Registrar.

In computing the fourteen days and the three days mentioned in

this subsection any day which is a Saturday or Sunday or a
public or bank holiday shall be disregarded.

(6) Without prejudice to the rights conferred by subsection (5), the

Registrar may at any time require a copy of the said register or any part thereof.

(7) The said register shall also be produced at the commencement of the
company's annual general meeting and remain open and accessible during the
continuance of the meeting to any person attending the meeting.

(8) If default is made in complying with subsection (7), the company

and every officer of the company who is in default shall be liable to a fine and if
default is made in complying with subsection (1) and (2) of this section or if
any inspection required under this section is refused or any copy required
thereunder is not within a reasonable time, the company and every officer of the
company who is in default, shall be liable to a fine and further to a default fine.
 (9) In the case of any such refusal, the court may by order compel an
immediate inspection of the register.

(10) For the purposes of this section:-

(a) any person in accordance with those directors or instructions the
directors of a company are accustomed to act shall be deemed to
be a director of the company; and
(b) a director of a company shall be deemed to hold, or to have any
interest or right in or over, any shares or debentures if a body
corporate other than the company holds them or has that interest
or right in or over them, and either
(i) than body corporate or its directors are accustomed to act
in accordance with his directions or instructions; or
(ii) he is entitled to exercise or control the exercise of one-third
or more of the voting power at any general meeting of that
body corporate.

210.(1) In any accounts of a company laid before it in general meeting, or

in a statement annexed thereto, there shall, subject to and in accordance with the
provisions of this section, be shown so far as the information is contained in the
company's books and papers or the company has the right to obtain it from the
persons concerned:-
(a) the aggregate amount of the directors' emoluments;
(b) the aggregate amount of directors' or past directors' pensions;
and
(c) the aggregate amount of any compensation to directors or past
directors in respect of loss of office.
(2) The amount to be shown under paragraph (a) of subsection (1) of
this section:-
(a) shall include any emoluments paid to or receivable by any
person in respect of his services as director of the company or
in respect of his services while director of the company, as
director of any subsidiary thereof or otherwise in connection
with the management of the affairs of the company or any
subsidiary thereof; and
(b) shall distinguish between emoluments in respect of services as
director, whether of the company or its subsidiary, and other
emoluments;
For the purpose of this section the expression "emoluments" in
relation to a director, includes fees and percentages, any sums
 paid by way of expenses, allowance in so far as those sums are
charged to income tax in the Protect of Fate any contribution
paid in respect of him under any pension scheme and the
estimated money value of any other benefits received by him
otherwise than in cash.
(3) The amount to be shown under paragraph (b) of the said subsection
(1):-
(a) shall not include any pension paid or receivable under a pension
scheme if the scheme is such that the contributions thereunder
are substantially adequate for the maintenance of the scheme, but
save as aforesaid shall include any pension paid or receivable in
respect of any such services of a director or past director of the
company as are mentioned in subsection (2), whether to or by
him or, on his nomination or by virtue of dependence on or other
connection with him, to or by any other person; and

(b) shall distinguish between pensions in respect of services as

director, whether of the company or its subsidiary, and other
pensions;

For the purposes of this section the expression "pension" includes

any superannuation allowance, superannuation gratuity or similar
payment, and the expression "pension scheme" means a scheme
for the provision of pensions in respect of services as director or
otherwise which is maintained in whole or in part by means of
contributions, and the expression "contribution" in relation to a
pension scheme means any payment (including an insurance
premium) paid for the purposes of the scheme by or in respect of
persons rendering services in respect of which pensions will or
may become payable under the scheme, except that it does not
include any payment in respect of two or more persons if the
amount paid in respect of each of them is not ascertainable.
(4) The amount to be shown under paragraph (c) of the said submission
(1):-
(a) shall include any sums paid to or receivable by a director or past
director by way of compensation for the loss of office as director
of the company or for the loss, while director of the company or
on or in connection with his ceasing to be a director of the
company of any other office in connection with the management
of the company's affairs or of any office as director or otherwise
in connection with the management of the affairs of any
subsidiary thereof; and
(b) shall distinguish between compensation in respect of the office of
director whether of the company or its subsidiary, and
compensation in respect of other offices;
 and for the purposes of this section references to compensation
for loss of office shall include sums paid as consideration for or
in connection with a person's retirement from office.
(5) The amounts to be shown under each paragraph of the said
subsection (1):-
(a) shall include all relevant sums paid by or receivable from:-
(i) the company; and
(ii) the company's subsidiaries; and
(iii) any other person;
Except sums to be accounted for to the company or any or its
subsidiaries or any class of those members; and

(b) shall distinguish, in the case of the amount to be shown under

paragraph (c) of the said subsection (1), between the sums
respectively paid by or receivable from the company, the
company's subsidiaries and persons other than the company and
its subsidiaries.
(6) The amounts to be shown under this section for any financial year
shall be the sums receivable in respect of that year, whenever paid, or in the
case of sums not receivable in respect of a period, the sums paid during the
year, so, however, that where: -

(a) any sums are not shown in the accounts for the relevant financial
year on the ground that the person receiving them is liable to
account therefore as mentioned in paragraph (a) of subsection
(5), but the liability is thereafter wholly or partly released or is
not enforced within a period of two years; or

(b) any sums paid by way of expenses allowance are charged to Tax
Authority after the end of the relevant financial year;

those sums shall not the extent to which the liability is released
or not enforced or they are charged as aforesaid, as the case may
be, be shown in the first accounts in which it is practicable to
show them, or in a statement annexed thereto, and shall be
distinguished from the amounts to be shown therein apart from
this provision.
(7) Where it is necessary so to do for the purpose of making any
distinction required by this section in any amount to be shown thereunder, the
directors may apportion any payments between the matters in respect of which
they have been paid or are receivable in such manner as they think appropriate.
(8) If in the case of any accounts the requirements of this section are not
complied with, it shall be the duty of the auditors of the company by whom the
accounts are examined to include in their report thereon, so far as they are
reasonably able to do so, a statement giving the required particulars.

(9) In this section any reference to a company's subsidiary:-

(a) In relation to a person who is or was, while a director of the
company, a director also, by virtue of the company's nomination,
direct or indirect, of any other body corporate, shall, subject to
the following paragraph, include that body corporate, whether or
not it is or was in fact the company's subsidiary; and
(b) Shall for the purposes of subsections (2) and (3) of this section
be taken as referring to a subsidiary at the time the services were
rendered, and for the purposes of subsection (4) of this section be
taken as referring to a subsidiary immediately before the loss of
office as director of the company.

211.(1) The accounts which, in pursuance of this Act, are to be laid before
every company in general meeting shall, subject to the provisions of this
section, contain particulars showing:-
(a) the amount of any loans made during the company's:-
(i) any officer of the company; or

(ii) any person who, after the making of the loan, become
during that year an officer of the company;
by the company or a subsidiary thereof or by any other
person under a guarantee from or on a security provided by
the company or a subsidiary thereof (including any such
loans which were repaid during that year); and
(b) the amount of any loans made in manner aforesaid to any such
officer or person as aforesaid at any time before the company's
financial year and outstanding at the expiration thereof.
(2) Subsection (1) of this section shall not require the inclusion in
accounts of particulars of:
(a) a loan made in the ordinary course of its business by the
company or a subsidiary thereof, where the ordinary business of
the company or a subsidiary thereof, or as the case may be, the
subsidiary, includes the lending of money; or
(b) a loan made by the company or a subsidiary thereof to an
employee of the company or subsidiary, as the case may be, if
the loan does not exceed forty thousand shillings and is certified
by the directors of the company or subsidiary, as the case may
be, to have been made in accordance with any practice adopted
or about to be adopted by the company or subsidiary with respect
 to loans to its employees;

not being, in either case, a loan made by the company under a

guarantee from or on a security provided by a subsidiary thereof
or a loan made by a subsidiary of the company under a guarantee
from or on a security provided by the company or any other
subsidiary thereof.
(3) If in the case of any such accounts as aforesaid the requirements of
this section are not complies with, it shall be the duty of the auditors of the
company whom the accounts are examined to include in their report the balance
sheet of the company, so far as they are reasonably able to do so, a statement
giving the required particulars.

(4) References in this section to a subsidiary shall be taken as referring

to a subsidiary at the end of the company's financial year (whether or not a
subsidiary at the date of the loan).

212.(1) It shall be the duty of any director of a company to give notice to the
company of such matters relating to himself as may be necessary for the
purposes of section 209 and 210 and of section 211 except so far as it relates to
loans made by the company or by any other person under a guarantee from or
on a security provided by the company, to an officer thereof.

(2) Any such notice given for the purposes of section 209 shall be in
writing and, if it is not given at a meeting of the directors, the director giving it
shall take reasonable steps to secure that it is brought up and read at the next
meeting of directors after it is given.

(3) Subsection (1) of this section shall apply:-

(a) for the purposes of section 210 in relation to officers other than
directors; and

(b) for the purposes of section 210 and section 211 in relation to
persons who are or have at any time during the preceding five
years been officers; as it applies in relation to directors.
(4) Any person who makes default in complying with the foregoing
provisions of this section shall be liable to a fine.

213.(1) Subject to the provisions of this section, it shall be the duty of a

director of a company who is in any way, whether directly or indirectly,
interested in a contract or proposed contract with the company to declare the
nature of his interest at a meeting of the directors of the company.

(2) 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 of the directors held after he became so interested,
and in a case where the director becomes 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 becomes so interested.

(3) For the purpose of this section, a general notice given to the directors
of a company by a director to the effect that he is a 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 so made.

Provided that no such notice shall be of effect unless either it is given at a

meeting of the directors or the director takes reasonable steps to secure that it is
brought up and read at the next meeting of the directors after it is given.

(4) Any director who fails to comply with the provisions of this section
shall be liable to a fine.

(5) Nothing in this section shall be taken to prejudice the operation of

any rule of law restricting directors of a company from having any interest in
contracts with the company.
214.(1) Every company shall keep at its registered office a register of its
directors and secretaries.

(2) The said register shall contain the following particulars with respect
to each director, that is to say:-
(a) in the case of an individual, his present first name and surname
or any former first name and surname, his usual residential
address, his nationality and, if that nationality is not the
nationality of origin, his nationality of origin, his business
occupation, if any, particulars of any other directorships held by
him and, in the case of a company subject to section 199, the date
of his birth; and

(b) in the case of a corporation, its corporate name and registered or

principal office:

Provided that it shall not be necessary for the register to contain particulars of
directorships held by a director in companies of which the company is the
wholly owned subsidiary, or which are the wholly owned subsidiaries either of
the company or of another company of which the company is the wholly-owned
subsidiary, and for the purposes of this proviso, a body corporate shall be
deemed to be the wholly owned subsidiary of another if it has no members
except that other and that other's wholly owned subsidiaries; and its or their
nominees.

(3) The said register shall contain the following particulars with respect
to the secretary or, where there are joint secretaries, with respect to each of
them, that is to say:-
(a) in the case of an individual, his present first name and surname
and the name of his tribe, if any, any former first name and
surname and his usual residential address; and
(b) in the case of a corporation, its corporate name and registered
office.
(4) The company shall within the periods respectively mentioned in
subsection (5), send to the Registrar a return in the prescribed form containing
the particulars specified in the said register and a notification in the prescribed
form of any change among its directors or in its secretary or in any of the
particulars contained in the register, specifying the date of the change.
(5) The periods referred to in subsection (4) are the following, namely;

(a) the period within which the said return is to be sent shall be a
period of fourteen days from the appointment of the first
directors of the company; and
(b) the period within which the said notification of a change is to be
sent shall be fourteen days from the happening thereof.

(6) The register to be kept under this section shall during business hours
(subject to such reasonable restrictions as the company may by its articles or in
general meeting impose, so that not less than two hours in each day be allowed
for inspection) be open to the inspection of any member of the company
without charge and of any other person, on payment of such sum as prescribed
under the Regulations, for each inspection.

(7) If any inspection required under this section is refused or if default is

made in complying with subsection (1), (2), (3) or (4) of this section, the
company and every officer of the company who is in default shall be liable to a
default fine.

(8) In the case of any such refusal, the court may by order compel an
immediate inspection of the register.

(9) For the purposes of this section:-

(a) a person in accordance with whose directions and instructions the
directors of a company are accustomed to act shall be deemed to
be a director and officer of the company;
(b) the expression "First name" includes a forename;
 (c) in the case of a peer or person usually known by a title different
from his surname, the expression "surname" means that title;
(d) references to a former First name or surname do not include:-
(i) in the case of a peer or a person usually known by a
different title from his surname, the name by which he was
known previous to the adoption of or succession to the
title; or
(ii) in the case of any person, a former first name or surname
where that name or surname, was changed or disused
before the person bearing the name attained the age of
eighteen years or has been changed or disused for a period
of not less than twenty years; or
in the case of a married woman, the name or surname by
which she was known previous to the marriage.
215.(1) Subject to the following provisions, every company shall keep at an
appropriate place:-
(a) in the case of each director whose contract of service with the
company is in writing, a copy of that contract;
(b) in the case of each director whose contract of service with the
company is not in writing, a written memorandum setting out its
terms; and
(c) in the case of each director who is employed under a contract of
service with a subsidiary of the company, a copy of that
contract or, if it is not in writing, a written memorandum setting
out its terms.
(2) All copies and memoranda kept by a company in pursuance of
subsection (1) shall be kept at the same place.
(3) The following are appropriate places for the purposes of subsection
(1):-
(a) the company's registered office;
(b) the place where its register of members is kept (if other than its
registered office).
(4) Every company shall send notice in the prescribed form to the
Registrar of Companies of the place where copies and memorandum are kept in
compliance with subsection (1), and of any change in that place, save in a case
in which they have at all times been kept at the company's registered office.
(5) Every copy and memorandum required by subsection (1) to be kept
shall be open to inspection of any member of the company without charge.
 (6) If:-
(a) default is made in complying with subsection (1); or

(b) an inspection required under subsection (5) is refused; or the

company and every officer of it who is in default is liable to a
fine and, for continued contravention to a daily default fine.
(7) In the case of a refusal of an inspection required under subsection (5)
of a copy or memorandum, the court may by order compel an immediate
inspection of it.

(8) Subsection (1) shall apply to a variation of a director's contract of

service as it applies to the contract.
216.(1) This section applies in respect of any term of an agreement whereby
a director's employment with the company of which he is a director or, where
he is the director of a holding company, his employment than at the instance of
the company (whether under the original agreement or under a new agreement
entered into a pursuance of it), for a period of more than three years during
which the employment:-

(a) cannot be terminated by the company by notice; or

(b) can be so terminated only in specified circumstances.

(2) In any case where:-
(a) a person is or is to be employed with a company under an
agreement which cannot be terminated by the company by notice
or can be so terminated only in specified circumstances; and
(b) more than six months before the expiration of the period for
which he is or is to be so employed, the company enters into a
further agreement (otherwise than in pursuance of a right
conferred by or under the original agreement on the other party
to it) under which he is to be employed with the company or,
where he is a director of a holding company within the group.
(3) This section applies as if to the period for which he is to be employed
under that further agreement there were added a further period equal to the
unexpired period of the original agreement.
(4) A company shall not incorporate in an agreement such a term as is
mentioned in subsection (1), unless the term is first approved by a resolution of
the company in general meeting and, in the case of a director of a holding
company, by a resolution of that company in general meeting.
(5) No approval is required to be given under this section by any body
corporate unless it is a company within the meaning of this Act, or if it is a
wholly owned subsidiary of any body corporate, wherever incorporated.
 (6) A resolution of a company approving such a term as is mentioned in
subsection (1) shall not be passed at a general meeting of the company unless a
written memorandum setting out the proposed agreement incorporating the term
is available for inspector by members of the company, both:-

(a) at the company's registered office for not less than fift days
ending with the date of the meeting; and
(b) at the meeting itself.

(7) A term incorporated in an agreement in contravention of this section

is, to the extent that it contravenes this section, void; and that agreement and, in
a case where subsection (2) applies, the original agreement are deemed to
contain a term entitling the company to terminate it at any time by giving
reasonable notice.

217.(1) Every company shall, in all business documentation on or in which

the company's name appears and which is issued or sent by the company to any
person in any part of the territory, state in legible letters with respect to every
director being a corporation, the corporate name, and with respect to every
director being an individual, the following particulars:-
(a) his present name, or the initials thereof, and present surnames.
(b) any former names and surnames;
Provided that, if special circumstances exist which render it in the opinion of
the Registrar expedient that such an exemption should be granted, the Registrar
may by order grant, subject to such conditions as may be specified in the order,
exemption from all or any of the obligations imposed by this subsection.

(2) If a company makes default in complying with this section, every

officer of the company who is in default shall be liable on conviction for each
offence to a fine not exceeding five hundred thousand, and for the purposes of
this subsection, where a corporation is an officer of the company, any officer of
the corporation shall be deemed to be an officer of the company.

(3) For the purposes of this section:-

(a) the expression "director" includes any person in accordance

with whose directions or instructions the directors of the
company are accustomed to act and the expression "officer"
shall be construed accordingly;
(b) the expression "initials" includes a recognized abbreviation of
a name, and paragraphs (b) and (c) of subsection (9) of section
214 shall apply as they apply for the purposes of that section.

218. Subject as hereinafter provided, any provision, whether contained in

the articles of a company or in any contract with a company or otherwise, for
exempting any officer of the company or any person (whether an officer of the
company or not) employed by the company as auditor from, or indemnifying
him against, any liability which by virtue of any rule of law would otherwise
attach to him in respect of any negligence, default, breach of duty or breach of
trust of which he may be guilty in relation to the company shall be void.

Provided that:-
(a) nothing in this section shall operate to prevent a company from
purchasing and maintaining for any such officer or auditor
insurance against any such liability; and
(b) notwithstanding anything in this section, a company may, in
pursuance of any such provision as aforesaid, indemnify any
such officer or auditor against any liability incurred by him in
defending any proceedings, whether civil or criminal in which
judgment is given in his favour or in which he is acquitted or in
connection with any application under Section 261 in which
relief is granted to him by the court.

219.(1) Where a compromise or arrangement is proposed between a

company and its creditors or any class of them or between the company and its
members or any class of them, the court may, on the application in a summary
way of the company or of any creditor or member of the company, or, in the
case of a company being wound up, of the liquidator, order a meeting of the
creditors or class of creditors, or of the members of the company or class of
members, as the case may be, to be summoned in such manner as the court
directs.
(2) If a majority in number representing three-fourths in value of the
creditors or class of creditors or members or class of members, as the case may
be, present and voting either in person or by proxy at the meeting, agree to any
compromise or arrangement, the compromise or arrangement shall, if
sanctioned by the court, be binding on all the creditors or the class of creditors,
or on the members or class of members, as the case may be, and also on the
company or, in the case of a company in the course of being wound up, on the
liquidator and contributories of the company.

(3) An order made under subsection (2) of this section shall have no
effect until a certified copy of the order has been delivered to the Registrar for
registration, and a copy of every such order shall be annexed to every copy of
the memorandum of the company issued after the order has been made, or in the
case of a company in the course of being wound up, on the liquidator and
contributories of the company.
(4) If a company makes default in complying with subsection (3) of this
section, the company and every officer of the company who is in default shall
be liable to a fine for each copy in respect of which default is made.
 (5) In this section and in section 220 the expression "company" means
any company liable to be wound up under this Act, and the expression
"arrangement" includes a re-organization of the share capital of the company by
the consolidation of shares of different classes or by the division of shares into
shares of different classes or by both those methods.

220.(1) Where a meeting of creditors or any class of creditors or of

members or any class of members is summoned under section 219 there shall:-
(a) with every notice summoning the meeting which is sent to a
creditor or member, be sent also a statement explaining the effect
of the compromise or arrangement and in particular stating any
material interests of the directors of the company, whether as
directors or as members or as creditors or as members or as
creditors of the company or otherwise, and the effect thereon of
the compromise or arrangement; in so far as it is different from
the effect on the like interests of other persons; and
(b) in every notice summoning the meeting which is given by
advertisement, be included either such a statement as aforesaid or
a notification of the place at which and the manner in which
creditors or members entitled to attend the meeting may obtain
copies of such a statement as aforesaid.
(2) Where the compromise or arrangement affects the rights of debenture
holders of the company, the said statement shall give the like explanation as
respects the trustees of any deed for securing the issue of the debentures as it is
required to give as respects the company's directors.
(3) Where a notice given by advertisement includes a notification that
copies of a statement explaining the effect of the compromise or arrangement
proposed can be obtained by creditors or members entitled to attend the
meeting, every such creditor or member shall, on making application in the
manner indicated by the notice, be furnished by the company free of charge
with a copy of the statement.

(4) Where a company makes default in complying with any requirement

of this section, the company and every officer of the company who is in default
shall be liable to a fine, and for the purpose of this subsection any liquidator of
the company and any trustee of a deed for securing the issue of debentures of
the company shall be deemed to be an officer of the company.

Provided that a person shall not be liable under this subsection if that person
shows that the default was due to the refusal of any other person, being a
director or trustee for debenture holders, to supply the necessary particulars as
to his interests.
(5) It shall be the duty of any director of the company and of any trustee
for debenture holders of the company to give notice to the company of such
matters relating to himself as may be necessary for the purposes of this section,
and any person who makes default in complying with this subsection shall be
liable to a fine.

221.(1) Where an application is made to the court under section 219 for the
sanctioning of a compromise or arrangement proposed between a company and
any such persons as are mentioned in that section, and it is shown to the court
that the compromise or arrangement has been proposed for the purposes of or in
connection with a scheme for the reconstruction of any company or companies
or the amalgamation of any two or more companies, and that under the scheme
the whole or any part of the undertaking or the property of any company
concerned in the scheme (in this section referred to as "a transfer company") is
to be transferred to another company (in this section referred to as "the
transferee company"), the Court may, either by the order sanctioning the
compromise or arrangement or by any subsequent order, make provision for all
or any of the following matters:-

(a) the transfer to the transferee company of the whole or any part of
the undertaking and of the property or liabilities of any transferor
company;
(b) the allotting or appropriation by the transferee company of any
shares, debentures, policies or other like interests in that
company which under the compromise or arrangement are to be
allotted or appropriated by that company to or for any person;

(c) the continuation by or against the transferee company of any

legal proceedings pending by or against any transferor company;

(d) the dissolution, without winding up, of any transferor company;

(e) the provision to be made for any persons, who within such time
and in such manner as the court directs, dissent from the
compromise or arrangement;
(f) such incidental, consequential and supplemental matters as are
necessary to secure that the reconstruction or amalgamation shall
be fully and effectively carried out.
(2) Where an order under this section provides for the transfer of
property or liabilities, that property shall, by virtue of the order, be transferred
to and vest in, and those liabilities shall, by virtue of the order, be transferred to
and become the liabilities of the transferee company, and in the case of any
property, if the order so directs, freed from any charge which is by virtue of the
compromise or arrangement to cease to have effect.
(3) Where an order is made under this section, every company in
relation to which the order is made shall cause a certified copy thereof to be
delivered to the Registrar for registration within seven days after the making of
the order, and if default is made in complying with this subsection, the company
and every officer of the company who is in default shall be liable to a default
fine.
(4) In this section the expression "property" includes property, rights
and powers of every description, and the expression "liabilities" includes duties.
(5) Notwithstanding the provisions of subsection (5) of section 219, the
expression "company" in this section does not include any company other than
a company within the meaning of this Act.

222.(1) Where a scheme or contract involving the transfer of shares or any

class of shares in a company (in this section referred to as "the transferor
company") to another company, whether a company within the meaning of this
Act or not (in this section referred to as "the transferee company") has, within
four months after the making of the offer in that behalf by the transferee
company been approved by the holders of not less than nine tenths in value of
the shares whose transfer is involved (other than shares already held at the date
of the offer by, or by a nominee for, the transferee company or its subsidiary),
the transferee company may, at any time within two months after the expiration
of the said four months, give notice in the prescribed manner to any dissenting
shareholder that it desires to acquire his shares, and when such a notice is given
the transferee company shall, unless on an application made by the dissenting
shareholder within one month from the date on which the notice was given the
court thinks fit to order otherwise, be entitled and bound to acquire those shares
on the terms on which, under the scheme or contract, the shares of the
approving shareholders are to be transferred to the transferee company.

Provided that where shares in the transferor company of the same class or
classes as the shares whose transfer is involved are already held as aforesaid to
a value greater than one-tenth of the aggregate of their value and that of the
shares (other than those already held as aforesaid) whose transfer is involved,
the foregoing provisions of this subsection shall not apply unless:-
(a) the transferee company offers the same terms to all holders of the
shares (other than those already held as aforesaid) whose transfer
is involved, or where those shares include shares of different
classes, of each class of them; and
(b) the holders who approve the scheme to contract, besides holding
not less than nine-tenths in value of the shares (other than those
already held as aforesaid) whose transfer is involved, are not less
than three-fourths in number of the holders of those shares.
(2) Where, in pursuance of any such scheme or contract as aforesaid,
shares in a company are transferred to another company or its nominee, and
those shares together with any other shares in the first mentioned company held
by, or by a nominee for, the transferee company or its subsidiary at the date of
the transfer comprise or include nine-tenths in value of the shares in the first-
mentioned company or of any class of those shares, then:-

(a) the transferee company shall within one month from the date of
the transfer (unless on a previous transfer in pursuance of
scheme or contract it has already complied with this requirement)
give notice to that fact in the prescribed manner to the holders of
the remaining shares or of the remaining shares of that class, as
the case may be, who have not assented to the scheme or
contract; and
(b) any such holder may within three months from the giving of the
notice to him require the transferee company to acquire the
shares in question;

and where a shareholder gives notice under paragraph (b) of this

subsection with respect to any shares, the transferee company
shall be entitled and bound to acquire those shares on the terms
on which under the scheme or contract the shares of the
approving shareholders were transferred to it, or on such other
terms as may be agreed or as the court on the application of
either the transferee company or the shareholder think fit to
order.
(3) Where a notice has been given by the transferee company under
subsection (1) and the Court has not, on application made by the dissenting
shareholder, ordered to the contrary, the transferee company shall, on the
expiration of one month from the date on which the notice has been given, or, if
an application to the court by the dissenting shareholder is then pending, after
that application has been disposed of, transmit a copy of the notice to the
transferor company together with an instrument of transfer executed on behalf
of the shareholder by any person appointed by the transferee company and on
its own behalf by the transferee company, and pay or transfer to the transferor
company the amount or other consideration representing the price payable by
the transferee company for the shares which by virtue of this section that
company is entitled to acquire, and the transferor company shall thereupon
register the transferee company as the holder of those shares.
Provided that an instrument of transfer shall not be required for any
share for which a share warrant is for the time being outstanding.
(4) Any sums received by the transferor company under this section
shall be paid into a separate bank account, and any such sums and any other
consideration so received shall be held by that company on trust for the several
persons entitled to the shares in respect of which the said sums or other
consideration were respectively received.
(5) In this section, the expression "dissenting shareholder" includes a
shareholder who has not assented to the scheme or contract and any shareholder
who has failed or refused to transfer his shares to the transferee company in
accordance with the scheme or contract.
223.(1) Any member of a company who complains that the affairs of the
company are being conducted in a manner oppressive to some part of the
members (including himself) or, in a case falling within subsection (3) of
section 176, may make an application to the court by petition for an order under
this section.
(2) If on any such petition the court is of opinion that:-
(a) the company's affairs are being conducted as aforesaid; and
(b) to wind up the company would unfairly prejudice that part of the
members, but otherwise the facts would justify the making of a
winding up order on the ground that it was just and equitable that
the company should be wound up;

the court may, with a view to bringing to an end the matters

complained of, make such order as it thinks fit, whether for
regulating the conduct of the company's affairs in future, or for
the purchase of the shares of any members of the company by
other members of the company or by the company and, in the
case of a purchase by the company, for the reduction accordingly
of the company's capital, or otherwise.

(3) Where an order under this section makes any alteration in or addition
to any company's memorandum or articles, then, notwithstanding anything in
any other provision of this Act but subject to the provisions of the order, the
company concerned shall not have power without the leave of the court to make
any further alteration in or addition to the memorandum or articles inconsistent
with the provision of the order; but, subject to the foregoing provisions of this
subsection, the alterations or additions made by the order shall be of the same
effect as if duly made by resolution of the company and the provisions of this
Act shall apply to the memorandum or articles as so altered or added to
accordingly.

(4) A certified copy of any order under this section altering or adding to,
or giving leave to alter or add to, a company's memorandum or articles shall,
within fourteen days after the making thereof, be delivered by the company to
the Registrar for registration; and if a company makes default in complying
with this subsection, the company and every officer of the company who is in
default be liable to a default fine.

(5) A petition under this section, shall not bar the right of any creditor or
contributory to have the company wound up by the court under the Insolvency
Act, but in the case of an application by a contributory the court must be
satisfied that the rights of the contributories will be prejudiced by a petition
under this section.

PART VII
MEMBERS' VOLUNTARY WINDING UP
224.(1) A company may be wound up voluntarily:-
(a) when the period (if any) fixed for the duration of the company
by the articles expires, or the event (if any) occurs, on the
occurrence of which the articles provide that the company is to
be dissolved, and the company in general meeting has passed a
resolution requiring it to be wound up voluntarily;
(b) if the company resolves by special resolution that it be wound
up voluntarily;

(c) if the company resolves by extraordinary resolution to the

effect that it cannot by reason of its liabilities continue its
business, and that it is advisable to wind up.
(2) In this Act the expression "a resolution for voluntary winding up"
means a resolution passed under of the paragraphs of subsection (1).
(3) A resolution passed under paragraph (a) of subsection (1), as well as
a special resolution under paragraph (b) and an extraordinary resolution under
paragraph (c), shall be forwarded to the Registrar of Companies within 15 day).

225.(1) When a company has passed a resolution for voluntary winding up,
it shall, within 14 days after the passing of the resolution, give notice of the
resolution by advertisement in the Gazette.
(2) If the default is made in complying with this section, the company
and every officer of it who is in default is liable to a fine and, for continued
contravention, to a daily default fine.

For the purposes of this subsection the liquidator is deemed an officer of

the company.
226. A voluntary winding up is deemed to commence at the time of the
passing of the resolution for voluntary winding up.

Consequences of resolution to wind up

227. In case of a voluntary winding up, the company shall from the
commencement of the winding up cease to carry on its business, except so far
as may be required for its beneficial winding up.
Provided that, the corporate state and corporate powers of the company,
notwithstanding anything to the contrary in its articles, continue until the
company is dissolved.
 228. Any transfer of shares, not being a transfer made to or with the sanction
of the liquidator, and any alteration in the status of the company's members,
made after the commencement of a voluntary winding up, is void.

229.(1) Where it is proposed to wind up a company voluntarily, the directors

(or, in the case of a company having more than two directors, the majority of
them) may at a directors' meeting make a statutory declaration to the effect that
they have made a full inquiry into the company's affairs and that having done
so, they have formed the opinion that the company will be able to pay its debts
in full, together with interest at the official rate, within such period not
exceeding 12 months from the commencement of the winding up, as may be
specified in the declaration.
(2) Such a declaration by the directors has no effect for purposes of this
Act unless-
(a) it is made within the 5 weeks immediately preceding the date
of the passing of the resolution for winding up, or on that date
but before the passing of the resolution, and,
(b) it embodies a statement of the company's assets and liabilities
as at the latest practicable date before the making of the
declaration.
(3) The declaration shall be delivered to the Registrar of Companies
before the expiration of 15 days immediately following the date on which the
resolution for winding up is passed.

(4) A director making a declaration under this section without having

reasonable grounds for the opinion that the company will be able to pay its
debts in full, together with the interest at the official rate, within the period
specified is liable to imprisonment for not less than three months and not
exceeding two years, or a fine of not less than six hundred thousand and not
more than two millions, or both.

(5) If the company is wound up in pursuance of a resolution passed

within 5 weeks after the making of the declaration, and its debts (together with
interest at the official rate) are not paid or provided for in full within the period
specified, it is to be presumed (unless the contrary is shown) that the director
did not have reasonable grounds for his opinion.

(6) If the declaration required by subsection (3) to be delivered to the

Registrar is not so delivered within the time prescribed by that subsection, the
company and every officer in default is liable to a fine and, for continued
contravention, to a daily default fine.

230. A winding up in the case of which a director's statutory declaration

under section 229 has been made is a "members' voluntary winding up"; and a
winding up in the case of which such a declaration had not been made is a
"creditors' voluntary winding up".

231.(1) In a members' voluntary winding up, the company in general

meeting shall appoint one or more liquidators for the purpose of winding up the
company's affairs and distributing its assets.
(2) On appointment of a liquidator all the powers of the directors cease,
except so far as the company in general meeting or the liquidator sanctions their
continuance.

232.(1) If the vacancy occurs by death, resignation or otherwise in the office

of the liquidator appointed by the company, the company in general meeting
may, subject to any arrangement with its creditors, fill the vacancy.
(2) For that purpose a general meeting may be convened by any
contributory or, if there were more liquidators than one, by the continuing
liquidators.
(3) The meeting shall be held in a manner provided by this Act or by the
articles, or in such a manner as may, on application by any contributory or by
the continuing liquidators, be determined by the court.
233.(1) In the event of the winding up continuing for more than one year,
the liquidator shall summon a general meeting of the company at the end of the
first year from the commencement of the winding up, and of each succeeding
year, or at the first convenient date within 3 months from the end of the year or
such longer period as the Minister may allow.

(2) The liquidator shall lay before the meeting an account of his acts and
dealings, and of the conduct of the winding up, during the precedingyear.

(3) If the liquidator fails to comply with this section, he is liable to a

fine.

234.(1) As soon as the company's affairs are fully wound up, the liquidator
shall make up an account of the winding up, showing how it has been
conducted and the company's property has been disposed of, and thereupon
shall call a general meeting of the company for the purpose of laying before it
the account, and giving an explanation of it.

(2) The meeting shall be called by advertisement in the Gazette,

specifying its time, place and object and published at least one month before the
meeting.

(3) Within one week after the meeting, the liquidator shall send to the
Registrar of Companies a copy of the account, and shall make a return to him of
the holding of the meeting and of its date.

(4) If the copy is not sent or the return is not made in accordance with
subsection (3), the liquidator is liable to a fine and, for continued contravention,
to a daily default fine.

(5) If the quorum is not present at the meeting, the liquidator shall, in
lieu of the return mentioned above, make a return that the meeting was duly
summoned and that no quorum of subsection (3) as to the making of the return
are deemed complied with.
(6) If the liquidator fails to call a general meeting of the company as
required by subsection (1) he is liable to a fine.

235.(1) This section applies where the liquidator is of the opinion that the
company will be unable to pay its debts in full (together with interest at the
official rate) within the period stated in the directors' declaration made under
section 229.

(2) The liquidator shall-

(a) summon a meeting of creditors for a day not later than the 28th
day after the day on which he formed that opinion;
(b) send notices of the creditors' meeting to the creditors by post not
less that 7 days before the day on which that meeting is to be
held;

(c) cause notice of the creditors' meeting to be advertised once in the

Gazette and once at least in 2 newspapers circulating in locality
in which the company's principal place of business in Zanzibar
was situated during the relevant period);and

(d) during the period before the day on which the creditors' meeting
is to be held, furnish creditors free of charge with such
information concerning the affairs of the company as they may
reasonably require; and the notice of the creditors' meeting shall
state the duty imposed by paragraph (d) above.
(3) The liquidator shall also-
(a) make out a statement in the prescribed form as to the affairs of
the company;

(b) lay that statement before the creditors' meeting; and

(c) attend and prescribe at that meeting.

(4) The statement as to the affairs of the company shall be verified by
affidavit by the liquidator and shall show;
(a) particulars of the company's assets, debts and liabilities;
(b) the names and addresses of the company's creditors;
 (c) the securities held by them respectively;

(d) the dates when the securities were respectively given; and
(e) such further or other information as may be prescribed.

(5) Where the company's principal place of business in Zanzibar was

situated in different localities at different times during the relevant period, the
duty imposed by subsection (2)(c) applies separately in relation to each of those
localities.

(6) Where the company had no place of business in Zanzibar during the
relevant period, references in subsections (2)(c) and (5) to the company's
principal place of business in Zanzibar are replaced by references to its
registered office.

(7) In this section "the relevant period" means the period of 6 months
immediately preceding the day on which were sent the notices summoning the
company meeting at which it was resolved that the company be wound up
voluntarily.

(8) If the liquidator without reasonable excuse fails to comply with this
section, he is liable to a fine.
236. As from the day on which the creditors' meeting is held under section
235, this Act has effect as if;

(a) the directors' declaration under section 229 had not been made,
and

(b) the creditors' meeting and the company meeting at which it was
resolved that the company be wound up voluntarily were the
meetings summoned in section 138 in the next Chapter and
accordingly the winding up becomes a creditors' voluntary
winding up.

237.(1)Where the Registrar has reasonable cause to believe that a company

is not carrying on business or in operation, he may send to the company by post
a letter inquiring whether the company is carrying on business or in operation.
(2) If the Registrar does not within thirty days of sending the letter
receive any answer thereto, he shall within fourteen days after the expiration of
that period send to the company by registered post a letter referring to the first
letter, and stating that no answer thereto has been received, and that if an
answer is not received to the second letter within thirty days from the date
thereof, a notice will be published in the Official Gazette with a view to striking
the name of the company off the register.

(3) If the Registrar either receives an answer to the effect that the
company is not carrying on business or in operation, or does not within thirty
days after sending the second letter receive any answer, he may publish in the
Gazette, and send to the company by post, a notice that at the expiration of three
months from the date of the notice the name of the company mentioned therein
will, unless cause is shown to the contrary, be struck off the register and the
company will be dissolved:

Provided that, the Registrar shall not be required to send the letters referred to
in subsections (1) and (2) in any case where the company itself or any director
or the Secretary of the company has requested him to strike the company off the
register or has notified him that the company is not carrying on business.
(4) If, in any case where a company is being wound up, the Registrar
has reasonable cause to believe either that no liquidator is acting, or that the
affairs of the company are fully wound up, and the returns required to be made
by the liquidator have not been made for a period of six consecutive months, the
Registrar shall publish in the Gazette and send to the company or the liquidator,
if any, a like notice as is provided in subsection (3).

(5) At the expiration of the time mentioned in the notice, the Registrar
may, unless cause to the contrary is previously shown by the company or the
liquidator, as the case may be, strike its name off the register, and shall publish
notice thereof in the Gazette, and on the publication in the Gazette of this notice
the company shall be dissolved:
Provided that -

(a) the liability, if any, of every director, officer and member of the
company shall continue and may be enforced as if the company
had not been dissolved; and
(b) nothing in this subsection shall affect the power of the court to
wind up a company the name of which has been struck off the
register.

(6) If a company or any member or creditor thereof feels aggrieved by

the company having been struck off the register the Court on an application
made by the company or member or creditor before the expiration of ten years
from the publication in the Gazette of the notice above may, if satisfied that the
company was at the time of the striking off carrying on business or in operation,
or otherwise that it is just that the company be restored to the register, order the
name of the company to be restored to the register, and upon a certified copy of
the order being delivered to the Registrar for registration, the company shall be
deemed to have continued in existence as if its name had not been struck off,
and the court may by the order give such directions and make such provisions
as seem just for placing the company and all other persons in the same position
as nearly as may be as if the name of the company had not been struck off.

(7) A notice to be sent under this section to a liquidator may be

addressed to the liquidator at his last known place of business, and a letter or
notice to be sent under this section to a company may be addressed to the
company at its registered office or, if it has no registered office, to the care of
some officer of the company, or if there is no officer of the company whose
name and address are known to the Registrar, may be sent to each of the
persons who subscribed the memorandum, addressed to him at the address
mentioned in the memorandum.
PART VIII
COMPANIES INCORPORATED OUTSIDE ZANZIBAR
238.(1) This part shall apply to all foreign companies, that is, companies
incorporated outside Zanzibar which after the appointed day, establish a place
of business in Zanzibar, and to companies incorporated outside Zanzibar, which
have before appointed day, established a place of business within Zanzibar and
continue to have an established place of business within Zanzibar on and after
appointed day.
(2) A foreign company shall not deemed to have a place of business in
Zanzibar solely on account of its doing business through an agent in Zanzibar at
the place of business of an agent.

239.(1) Every foreign company which, after the appointed day, establishes
a place of business in Zanzibar and every foreign company which on the
appointed day has a place of business in Zanzibar shall within one month of the
establishment of the place of business or within six months from the appointed
day, deliver to the Registrar for registration:-
(a) a certified copy of the charter, statutes or memorandum and
articles of the company or other instrument constituting or
defining the constitution of the company, and, if the instrument is
not written in the English or Kiswahili language, a certified
translation thereof;

(b) a list of the directors and secretary of the company containing the
particulars mentioned in subsection (2);

(c) the names and addresses of some one or more persons resident
in Zanzibar authorized to accept on behalf of the company
service of process and any notice required to be served on the
company
(2) The list referred to in paragraph (b) of subsection (1) shall contain
the following particulars, that is to say -
(a) with respect to each director;
(i) in the case of an individual, his present First name and
surname and any former first name and surname, his usual
residential address, his nationality and his business
occupation, if any, or if he has no business occupation but
 holds any other directorship or directorships, particulars of
that directorship or of some one of those directorships; or
(ii) in the case of a corporation, its corporate name and
registered or principal office;
(b) with respect to the secretary or, where there are joint secretaries,
with respect to each of them:-
(i) in the case of an individual, his present First name and
surname, any former First name and surname and his usual
residential address; and;
(ii) in the case of a corporation, its corporate name and
registered office;
Provided that, where all the partners in a firm are joint secretaries of the
company, the name and principal office of the Firm may be stated instead of the
particulars mentioned in paragraph (b) of this subsection;

Paragraphs (b), (c) and (d) of section 214(9) shall apply for the purpose of the
construction of references in this subsection to present and former First names
and surnames as they apply for the purpose of the construction of such
references in that section.

240. A foreign company which has delivered to the Registrar the documents
and particulars specified in section 239(1) and so long it is registered, shall have
the same power to hold lands in Zanzibar in accordance with Land Tenure Act
of 1994, as if it were a company incorporated under this Act.
241. If any alteration is made in:-
(a) the charter, statues, or memorandum and articles of A foreign
company or any such instrument as aforesaid; or
(b) the directors or secretary of A foreign company or the particulars
contained in the list of the directors and secretary; or
(c) the names or addresses of the persons authorized to accept
service on behalf of A foreign company;
The company shall, within the prescribed time, deliver to the Registrar for
registration a return containing the prescribed particulars of the alteration.

242.(1) Every foreign company shall, in every calendar year, make out a
balance sheet and profit and loss account and, if the company is a holding
company, group accounts in such form, and containing such particulars and
including such documents, as under the provisions of this Act (subject,
however, to any prescribed exception) it would, if it had been a company within
the meaning of this Act, have been required to make out and lay before the
company in general meeting, and deliver copies of those documents to the
Registrar.

(2) If any such document as is mentioned in subsection (1) is not written

in the English or Kiswahili language, there shall be annexed to it a certified
English translation thereof.

243. Every foreign company shall:-

(a) in every prospectus inviting subscriptions for its shares or
debentures in Zanzibar shall state the country in which the
company is incorporated; and
(b) conspicuously exhibit on every place where it carries on business
in Zanzibar the name of the company and the country in which
the company is incorporated; and;
(c) cause the name of the company and of the country in which the
company is incorporated to be stated in legible Roman letters in
all bill-heads and letter paper, and in all notices and other official
publications of the company; and;
(d) if the liability of the members of the company is limited, cause
notice of that fact to be stated in legible Roman letters in every
such prospectus as aforesaid and in all bill-heads, letter paper,
notices and other official publications of the company in
Zanzibar, and to be affixed on every place where it carries on its
business.
244. Any process or notice required to be served on A foreign company
shall be sufficiently served if addressed to any person whose name has been
delivered to the Registrar under the foregoing provisions of this Part and left at
or sent by post to the address which has been so delivered.
Provided that:-
(a) where any such company makes default in delivering to the
Registrar the name and address of a person resident in Zanzibar
who is authorized to accept on behalf of the company service of
process or notices; or
(b) if any time all the persons whose names and addresses have been
so delivered are dead or have ceased so to reside, or refuse to
accept service on behalf of the company, or for any reason
cannot be served;
(c) a document may be served on the company by leaving it at or
sending it by post to any place of business established by the
company in Zanzibar.
245. If any foreign company ceases to have a place of business in Zanzibar,
it shall forthwith give notice of the fact to the Registrar, and as from the date on
which notice is so given, the obligation of the company to deliver and document
to the Registrar shall cease.

246. If any foreign company fails to comply with any of the foregoing
provisions of this Part, the company, and every officer or agent of the company
who knowingly and wilfully authorizes or permits the default, shall be liable to
a fine, or, in the case of a continuing offence, to a default fine.
247. For the purposes of the foregoing provisions of this Part:-

"certified" means certified in the prescribed manner to be a true copy or a

correct translation;
"director" in relation to a company includes any person in accordance
with whose directions or instructions the directors of the company are
accustomed to act;

"place of business" includes a share transfer or share registration office;

"prospectus" has the same meaning as when used in relation to a company
incorporated under this Act.
"secretary" includes any person occupying the position of secretary by
whatever name called.
248.(1) It shall not be lawful for any person to issue, circulate or distribute
in Zanzibar any prospectus offering for subscription shares in or debentures of a
company incorporated or to be incorporated outside Zanzibar, whether the
company has or has not established, or when formed will or will not establish, a
place of business in Zanzibar unless the prospectus is dated and:-
(a) Contains particulars with respect to the following matter:-
(i) the instrument constituting or defining the constitution of
the company
(ii) the enactments, provisions having the force of an
enactment, by or under which the incorporation of the
company was effected;
(iii) an address in Zanzibar where the said instrument,
enactments or provisions, or copies thereof, and if the same
are in a language other than English or Kiswahili
translation thereof certified in the prescribed manner, can
be inspected;
(iv) the date on which and the country in which the company
was incorporated;
(v) whether the company has established a place of business in
 Zanzibar, and, if so, the address of its principal office in
Zanzibar.
(b) subject to the provisions of this section, states the matters
specified in the regulations made under this Act.
Provided that the provisions of sub-paragraphs (i), (ii) and (iii) of paragraphs (a)
of this subsection shall not apply in the case of a prospectus issued more than
two years after the date at which the company is entitled to commence business,
and, in the application of the provisions of the regulations to this Act for the
purposes of this subsection, paragraph 2 thereof shall have effect with the
substitution, for the reference to the articles, of a reference to the constitution of
the company.
(2) Any condition requiring or binding an application for shares or
debentures to waive compliance with any requirement imposed by virtue of
paragraph (a) or (b) of subsection (1), or purporting to affect him with notice of
any contract, document or matter not specifically referred to in the prospectus,
shall be void.
(3) It shall not be lawful for any person to issue in Zanzibar a form of
application for shares in or debentures of such a company or intended company
as is mentioned in subsection (1) of this section unless the form is issued with a
prospectus which complies with this Part and the issue whereof in Zanzibar
does not contravene the provisions of section 251.

Provided that this subsection shall not apply if it is shown that the form
of application was issued in connection with a bona fide invitation to a person
to enter into an underwriting agreement with respect to the shares or debentures.

(4) In the event of non-compliance with or contravention of any of the

requirements imposed by paragraphs (a) and (b) of subsection (1) of this
section, a director or other person responsible for the prospectus shall not incur
any liability by reason of the non-compliance or contravention, if:-
(a) as regards any matter not disclosed, he proves that he was not
cognizant thereof; or
(b) he proves that the non-compliance or contravention arose from
an honest mistake of fact on his part; or
(c) the non-compliance or contravention was in respect of matters
which, in the opinion of the court dealing with the case, were
immaterial or were otherwise such as ought, in the opinion of
that court, having regard to all the circumstances of the case,
reasonably to be excused.

Provided that, in the event of failure to include in a prospectus a

statement with respect to the matters contained in the regulations,
no director or other person shall incur any liability in respect of
 the failure unless proved that he had knowledge of the matters
not disclosed.
(5) This section:-

(a) shall not apply to the issue to existing members or debenture

holders of a company of a prospectus or form of application
relating to shares in or debentures of the company, whether an
applicant for shares or debentures will or will not have the right
to renounce in favour of other persons; and

(b) except in so far as it requires a prospectus to be dated, shall not

apply to the issue of a prospectus relating to shares or debentures
which are or are to be in all respects uniform with shares or
debentures previously issued and for the time being dealt in or
quoted on any recognized stock exchange in Zanzibar.
But, subject as aforesaid, this section shall apply to a prospectus or form of
application whether issued on or with reference to the formation of a company
or subsequently;
(6) Nothing in this section shall limit or diminish any liability which any
person may incur under the general law of this Act, apart from this section.

249.(1) Where:-
(a) it is proposed to offer to the public by a prospectus issued
generally any shares in or debentures of a company incorporated
or to be incorporated outside Zanzibar, whether the company has
or has not established, or when formed will or will not establish
a place of business in Zanzibar; and

(b) application is made to any recognized stock exchange in

Zanzibar for permission for those shares or debentures to be
dealt in or quoted on that stock exchange;

there may on the request of the applicant be given by or on

behalf of that stock exchange a certificate of exemption, that is
to say, a certificate that, having regard to the proposals (as stated
in the request) as to the size and other circumstances of the issue
of shares or debentures and as to any limitation on the number
and class of persons to whom the offer is to be made,
compliance with the requirements of the regulations would be
unduly burdensome.
(2) If a certificate of exemption is given, and if the proposals aforesaid are
adhered to and the particulars and information required to be published in
connection with the application for permission to the stock exchange are so
published, then:-
 (a) a prospectus giving the particulars and information aforesaid in
the form in which they are so required to be published shall be
deemed to comply with the requirements of the regulations; and
(b) except in so far as it requires a prospectus to be dated, section
248 shall not apply to any issue, after the permission applied for
is given, of a prospectus or form of application relating to the
shares or debentures.
250.(1) It shall not be lawful for any person to issue, circulate or distribute
in Zanzibar any prospectus offering for subscription shares in or debentures of a
company incorporated or to be incorporated outside Zanzibar, whether the
company has or has not established, or when formed will or will not establish, a
place of business in Zanzibar:-

(a) if, where the prospectus includes a statement purporting to be

made by an expert, he has not given, or has before delivery of the
prospectus for registration withdrawn, his written consent to the
issue of the prospectus with the statement included in the form
and context in which it is included or there does not appear in the
prospectus a statement that he has given and has not withdrawn
in his consent as aforesaid; or
(b) if the prospectus does not have the effect, where an application is
made in pursuance thereof, of rendering all persons concerned
bound by all the provisions (other than penal provisions) of
sections 58 and 59 so far as applicable.
(2) In this section the expression "expert" includes engineer, valuer,
accountant and any other person whose profession gives authority to a
statement made by him, and for the purposes of this section, a statement shall be
deemed to be included in a prospectus it is contained therein or in any report or
memorandum appearing on the face thereof or by reference incorporated therein
or issued therewith.

251.(1) It shall not be lawful for any person to issue, circulate or distribute
in Zanzibar any prospectus offering for subscription shares in or debentures of a
company incorporated or to be incorporated outside Zanzibar, whether the
company has or has not established, or when formed will or will not establish, a
place of business in Zanzibar, unless before the issue, circulation or distribution
of the prospectus in Zanzibar, a copy thereof certified by the chairman and two
other directors of the company as having been approved by resolution of the
managing body has been delivered for registration to the Registrar, and the
prospectus states on the face of it that a copy has been so delivered, and there is
indorsed on or attached to the copy:-

(a) any consent to the issue of the prospectus required by section 250;
(b) a copy of any contract required by regulations made under this Act
 to be stated in the prospectus or, in the case of a contract not
reduced into writing, a memorandum giving full particulars
thereof, or, if in the case of a prospectus deemed by virtue of a
certificate granted under section 249 to comply with the
requirements of that Schedule, a contract or a copy thereof or a
memorandum of a contract is required to be available for
inspection in connection with the application under that section
to the stock exchange in question, a copy or as the case may be a
memorandum of that contract; and
(c) where the persons making any report required by regulations
made under of this Act, have made therein or have, without
giving the reasons, indicated therein any such adjustments as are
mentioned in regulations, a written statement signed by those
persons setting out the adjustments and giving the reasons
therefore.
(2) The references in subsection (1)(b) to the copy of a contract
required thereby to be indorsed on or attached to a copy of the prospectus shall,
in the case of a contract wholly or partly in a language other than English or
Kiswahili be taken as references to a copy of a translation of the contract in
English or Kiswahili, or a copy embodying a translation in English or Kiswahili
of the parts in a foreign language, as the case may be, being a translation
certified in the prescribed manner to be a correct translation, and the reference
to a copy of a contract required to be available for inspection shall include a
reference to a copy of a translation thereof or a copy embodying a translation of
parts thereof.
252. Any person who is knowingly responsible for the issue, circulation or
distribution of a prospectus, or for the issue of a form of application for shares
or debentures, in contravention of any of the provisions of sections 248, 249,
250 and 251 shall be liable to a fine.

253. Section 51 shall extend to every prospectus offering for subscription

shares in or debentures of a company incorporated or to be incorporated outside
Zanzibar, whether the company has or has not established, or when formed will
or will not establish, a place of business in Zanzibar, with the substitution, for
references to section 48 of references to section 250.
254.(1) Where any document by which any shares in or debentures of a
company incorporated outside Zanzibar are offered for sale to the public would,
if the company concerned had been a company within the meaning of this Act,
have been deemed by virtue of section 53 to be a prospectus issued by the
company, that document shall be deemed to be, for the purpose of this Part, a
prospectus issued by the company.

(2) An offer of shares or debentures for subscription or sale to any person

whose ordinary business or agent, shall not be deemed an offer to the public for
the purposes of this Part.
(3) In this Part the expression "prospectus", "shares", and "debentures"
have the same meanings as when used in relation to a company incorporated
under this Act.

PART IX
GENERAL PROVISIONS AS TO REGISTRATION

255.(1) For the purposes of the registration of companies under this Act,
there shall be offices in Zanzibar at such places as the Minister shall direct
subject to the laws governing public services for the time being.
(2) The Minister may appoint assistant Registrars, as he thinks
necessary for the registration of companies under this Act, and may make
regulations with respect to their duties, and may remove any persons so
appointed.

(3) Every assistant Registrar may, subject to the directions of the

Registrar, perform any act or discharge any duty which the Registrar may
lawfully do or is required by this Act to do, and for such purposes shall have all
the powers, privileges and authority of the Registrar.

(4) The Minister may direct a seal to be prepared for the authentication
of documents required for or connected with the registration of companies.
256.(1) In respect of the several matters mentioned in the first column of the
table set out in regulations made under this Act, there shall, subject to the
limitations imposed by provisions of that regulations, be paid to the Registrar
the several fees specified in the second column of that table.
(2) The Minister, in consultation with the Registrar, may make
regulations prescribing fees to be paid under this Act.
(3) All fees paid to the Registrar in pursuance of this Act shall be paid to
the Consolidated Fund.

257.(1) Any person may:-

(a) inspect the documents kept by the Registrar, on payment of
such fee as maybe appointed by the Minister;
(b) require a certificate of the incorporation of any company, or a
copy or extract of any other document or any part of any other
document, to be certified by the Registrar, on payment for the
certificate, certified copy or extract of such fees as the Minister
may appoint:
Provided that:
(i) in relation to documents delivered to the Registrar with
prospectus in pursuance of sub-paragraph (i) of paragraph
 (b) of subsection (1) of section 49, the rights conferred by
this subsection shall be exercisable only during the fourteen
days beginning with the date of publication of the
prospectus or with the permission of the Registrar, and in
relation to documents so delivered in pursuance of
paragraph (b) of subsection (1) of section 251 the said rights
shall be exercisable only during the fourteen days beginning
with the date of the prospectus or with the permission of the
Registrar; and
(ii) the right conferred by paragraph (a) of this subsection shall
not extend to any copy sent to the Registrar by a receiver or
manager of the whole or substantially the whole of the
property of the company, appointed on behalf of the holders
of any debenture of the company secured by a floating
charge of a statement as to the affairs of a company or of
any comments of the receiver or his successor or a
continuing receiver or manager thereon, but only to the
summary thereof, except where the person claiming the right
either is or is the agent of a person stating himself in writing
to be a member or creditor of the company to which the
statement relates, and the right conferred by paragraph (b) of
this subsection shall be similarly limited.
(2) No process for compelling the production of any document kept by the
Registrar shall issue from any court except with the leave of that court, and any
such process if issued shall bear thereon a statement that it is issued with the
leave of the court.
(3) A copy of, or extract from, any document kept and registered at any of
the offices for the registration of companies, certified to be a true copy under
the hand of the Registrar (whose official position it shall not be necessary to
prove), shall in all legal proceedings be admissible in evidence as of equal
validity with the original document.

(4) Any person untruthfully stating himself in writing for the purposes of
proviso (ii) to subsection (1) to be a member or creditor of a company shall be
liable to a fine.

258. (1) If a company, having made default in complying with any

provisions of this Act which requires it to file with, deliver or send to the
Registrar any return, account or other document, or to give notice to him of any
matter, fails to make good the default within fourteen days after the service of a
notice on the company requiring it to do so, the court may, on an application
made to the court by any member or creditor of the company or by the
Registrar, make an order directing the company and any officer thereof to make
good the default within such time as may be specified in the order.
 (2) Any such order may provide that all costs of and incidental to the
application shall be borne by the company or by any officers of the company
responsible for the default.

(3) Nothing in this section shall be taken to prejudice the operation of any
enactment imposing penalties on a company or its officers in respect of any
such default as aforesaid

PART X
MISCELLANEOUS PROVISIONS WITH RESPECT TO BANKING
AND INSURANCE COMPANIES, AND CERTAIN SOCIETIES,
PARTNERSHIPS AND UNREGISTERED COMPANIES

259. No company, association or partnership consisting of more than ten

persons shall be formed for the purpose of carrying on the business of banking,
unless it is registered as a company under this Act, or is formed in pursuance to
the laws governing banking and financial institutions.

260.(1) Where a banking company which was in existence on appointed

day, proposes to register as a limited company, it shall, at least thirty days
before so registering, give notice of its intention so to register to every person
who has a banking account with the company, either by delivery of the notice to
him, or by posting it to him at, or delivering it at, his last known address.

(2) If the company omits to give the notice required by this section,
then, as between the company the person for the time being interested in the
account in respect of which the notice ought to have been given, and so far as
respects the account down to the time at which notice is given, but not further or
otherwise, the certificate of registration with limited liability shall have no
operation.

261.(1) Every company, being a limited banking company or an insurance

company or a deposit, provident, or benefit society, shall before it commences
business, and also on the first Monday in February and the first Tuesday in
August in every year during which it carries on business, make a statement in
the form set out in the regulations or as near thereto as circumstances admit.

(2) A copy of the statement shall be put up in a conspicuous place in the

registered office of the company, and in every branch office or place where the
business of the company is carried on.
(3) Every member and every creditor of the company shall be entitled to
a copy of the statement, on payment of such sum as prescribed under the
Regulations.
 (4) If default is made in complying with this section, the company and
every officer of the company who is in default shall be liable to a default fine.

(5) For the purposes of this Act a company which carries on the
business of insurance in common with any other business or businesses shall be
deemed to be an insurance company.

262. No company, association, or partnership consisting of more than

twenty persons shall be formed for the purposes of carrying on any business
(other than the business of banking) that has for its object the acquisition of gain
by the company, association, or partnership, or by the individual members
thereof, unless it is registered as a company under this Act, or is formed in
pursuance of some other relevant laws.

PART XI
GENERAL

263.(1) Any register, index, minute book or book of account required by this
Act to be kept by a company may be kept neither by making entries in bound
books or by recording the matters in question in any other manner.

(2) Where any such register, index, minute book or book of account is
not kept by making entries in a bound book, but by some other means, adequate
precautions shall be taken for guarding against falsification and facilitating its
discovery, and where default is made in complying with this subsection, the
company and every officer of the company who is in default shall be liable to a
fine and further shall be liable to a default fine.

264.(1) A document may be served on a company by leaving it at or sending

it by post to the registered office of the company in Zanzibar.

(2) A document may be served on the Registrar by leaving it at or

sending it by post to his office.
265.(1) The Registrar may issue a certificate of good standing to confirm
that a particular company legally exits, has complied with all administrative
requirements as to its presence within the official registry, and has paid all
government duties, and thus it is in good standing.
(2) The company may, upon payment of the prescribed fee, apply to the
Registrar for a certificate of good standing, in writing and accompanied with
evidence of information from relevant authorities.

266. No court subordinate to a Regional Magistrates' Court shall try any

offence against this Act.
267. If any person in any return, report, certificate, balance sheet, or other
document, required by or for the purposes of any of the provisions of this Act
specified in the regulations made under this Act wilfully makes a statement
false in any material particular, knowing it to be false, commits an offence, and
shall be liable on conviction to imprisonment for a term not exceeding two
years, or to such a fine not exceeding two million, or both.
268. If any person, on examination on oath authorized under this Act or in
any affidavit or deposition in or about the winding up of any company or
otherwise in or about any matter arising under this Act, wilfully and corruptly
gives false evidence, he shall be liable on conviction to imprisonment for a term
not exceeding seven years, or to a fine not exceeding five million, or both.

269.(1) Whereby any provision in this Act is provided that a company

and/or every officer of the company and/or any other person whomsoever shall
be liable to a default fine, general fine and or any other financial penalty, the
sums payable shall be determined in the manner provided in the Schedule of
fines annexed to this Act.
(2) The Minister in consultation with Registrar may amend
the Schedule of Fines and such amendment shall become binding upon
publication in the Official Gazette.

(3) For the purpose of any enactment in this Act which provides that an
officer of a company who is in default shall be liable to a fine or penalty, the
expression "officer who is in default" means any officer of the company who
knowingly and wilfully authorizes or permits the default, refusal or
contravention mentioned in the enactment.

270. (1) If on an application made to a Judge of the High Court in chambers

by the Director of Public Prosecutions there is shown to be reasonable cause to
believe that any person has, while an officer of a company, committed an
offence in connection with the management of the company's affairs and that
evidence of the commission of the offence is to be found in any books or papers
of or under the control of the company, an order may be made:-
(i) authorizing any person named therein to inspect the said
books or papers or any of them for the purpose of
investigating and obtaining evidence of the offence; or
(ii) requiring the secretary of the company or such other officer
thereof as may be named in the order to produce the said
books or papers or any of them to a person named in the
order at a place so named.
(2) Subsection (1) shall apply also in relation to any books or papers of
a person carrying on the business of banking so far as they relate to the
company's affairs, as it applies to any books or papers of or under the control of
the company, except that no such order as is referred to in paragraph (ii) thereof
shall be made by virtue of this subsection.

271. The court imposing any fine under this Act may direct that the whole or
any part thereof shall be applied in or towards payment of the costs of the
proceedings, or in or towards payment of the costs of the proceedings, or in or
towards the rewarding the person on whose information or at whose suit the
fine is recovered.
272. Nothing in this Act relating to the institution of criminal proceedings
by the Director of Public Prosecutions shall be taken to preclude any person
from instituting or carrying on any such proceedings.

273. Where proceedings are instituted under this Act against any person by
the Attorney General or Director of Public Prosecutions, nothing in this Act
shall be taken to require any person who has acted as advocate for the defendant
to disclose any privileged communication made to him in that capacity.

274. Where a limited company is Plaintiff in any action or other legal

proceeding, any judge having jurisdiction in the matter may, if it appears by
credible testimony that ere is reason to believe that the company will be unable
to pay the costs of the Defendant if successful in his defence, require sufficient
security to be given for those costs, and may stay all proceedings until the
security is given.

275.(1) If in any proceeding for negligence, default, breach of duty or

breach of trust against an officer of a company or a person employed by a
company as auditor (whether he is or is not an officer of the company) it
appears to the court hearing the case that that officer or person is or may be
liable in respect of the negligence, default, breach of duty or breach of trust, but
that he has acted honestly and reasonably, and that, having regard to all the
circumstances of the case, including those connected with his appointment, he
ought fairly to be excused for the negligence, default, breach of duty or breach
of trust, that court may relieve him, either wholly or partly, from his liability on
such terms as the court may think fit.

(2) Were any such officer or person aforesaid has reason to apprehend
that any claim will or might be made against him in respect of any negligence,
default, breach of duty or breach of trust, he may apply to the court for relief,
and the court on any such application shall have the same power to relieve him
as under this section it would have had if it had been a court before which
proceedings against that person for negligence, default, breach of duty or breach
of trust had been brought.

276. Orders made by the High Court under this Act may be enforced in the
same manner as orders made in a suit pending therein.

277.(1) The Minister shall have power by rules published in the Official
Gazette to alter or add to the requirements of this Act as to the matters to be
stated in a company's balance sheet, profit and loss account and group accounts,
and in particular of those of the stated in regulations made under this Act; and
any reference in this Act to the said regulations shall be construed as a reference
to that with any alterations or additions made by regulations for the time being
in force under this subsection.
(2) The Minister may by regulation:-
(a) after table A, the regulations provided that it does not increase
the amount of fees payable to the Registrar, and the form
prescribed in the regulations; and
(b) alter or add to Tables B, C, D E and F in the First Schedule, and
the forms in regulations;
and any such table or form when altered, shall be published in the
Official Gazette, and thenceforth shall have the same force as if it
were included in one of the Schedules to this Act, but no
alteration made by the Minister in Table A shall affect any
company registered before the alteration, or repeal as respects
that company any portion of that Table.
(3) In addition to the powers hereinbefore conferred by this section, the
Minister may make regulations providing for all or any matters which by this
Act are to be prescribed by his authority.

278. The Companies Decree Cap. 153 is hereby repealed

FIRST SCHEDULE
TABLE A, B, C, D, E and F
PART I
TABLE A
REGULATIONS FOR MANAGEMENT OF A PUBLIC
COMPANY LIMITED BY SHARES

1. In these Regulations-

"the Act" means the Companies Act;

"the articles" means the articles of the company;
"clear days" in relation to the period of a notice means that period
excluding the day when the notice is given or on which it is to take
effect;
"the holder" in relation to shares means the member whose name is
entered in the register of members as the holder of the shares;
"the seal" means the common seal of the company;
"secretary" means the secretary of the company or any person appointed
to perform the duties of the secretary of the company.
Expressions referred to writing shall, unless the contrary intention appears, be
con-strued as including references to printing, lithography, photography, and
other modes of representing or reproducing words in a visible form.

Unless the context otherwise requires, words or expressions contained in these

Regulations shall bear the same meaning as in the Act or any statutory
modification thereof in force at the date at which these Regulations become
binding on the company.

2. Subject to the provisions of the Act, and without prejudice to any rights
attached to any existing shares, any share may be issued with such rights or
restrictions, whether in regard to dividend, voting, return of capital or otherwise
as the company may by ordi-nary resolution determine.

3. Subject to the provisions of section 66 of the Act, any shares may, with
the sanction of an ordinary resolution, be issued on the terms that they are, or at
the option of the company are liable, to be redeemed on such terms and in such
manner as the company before the issue of the shares may by special resolution
determine.
4. If at any time the share capital is divided into different classes of shares,
the rights attached to any class (unless otherwise provided by the terms of issue
of the shares of that class) may, whether or not the company is being wound up,
be varied with the consent in writing of the holders of three-fourths of the
issued shares of that class, or with the sanction of a special resolution passed at
a separate general meeting of the holders of the shares of the class. To every
such separate general meeting the provisions of these Regulations relating to
general meetings shall apply, but so that the necessary quorum shall be two
persons at least holding or representing by proxy one third of the issued shares
of the class and that any holder of shares of the class present in person or by
proxy may demand a poll.
5. The rights conferred upon the holders of the shares of any class shall not,
unless otherwise expressly provided by the terms of issue of the shares of that
class, be deemed to be varied by the creation or issue of further shares ranking
pari passu therewith.

6. The company may exercise the powers of paying commissions conferred

by section 61 of the Act. Subject to the provisions of the Act, such commission
may be satisfied by the payment of cash or the allotment of fully or partly paid
shares or partly in one way and partly in the other.
7. Except as required by law, no person shall be recognized by the company
as holding any share upon any trust, and the company shall not be bound by or
be compelled in any way to recognize (even when having notice thereof) any
equitable, contingent, future or partial interest in any share or any interest in any
fractional part of a share or (except as otherwise provided by the articles or by
law) any other rights or interests in respect of any share except an absolute right
to the entirety thereof in the registered holder.
8. Every member, upon becoming the holder of any shares, shall be entitled
without payment to receive within two months after allotment or lodgement of
transfer (or within such other period as the conditions of issue shall provide)
one certificate for all the shares of each class held by him (and, upon
transferring a part of his holding of shares of any class, to a certificate for the
balance of such holding) or several certificates each for one or more of his
shares upon payment for every certificate after the first such reasonable sum as
the directors may determine. Every certificate shall be sealed with the seal and
shall specify the number, class and distinguishing numbers (if any) of the shares
to which it relates and the amount or respective amounts paid thereon.
Provided that, in respect of a share of shares held jointly by several persons, the
company shall not be bound to issue more than one certificate, and delivery of a
certificate for a share to one joint holder shall be sufficient delivery to all joint
holders.
9. If a share certificate is defaced, worn out, lost or destroyed, it may be
renewed on such terms (if any) as to evidence and indemnity and payment of
expenses reasonably incurred by the company in investigating evidence as the
directors may determine but otherwise free of charge, and (in the case of
defacement or wearing out) on delivery up of the old certificate.

10. The company shall not give, whether directly or indirectly, and whether
by means of a loan, guarantee, the provision of security or otherwise, any
financial assistance for the purpose of or in connection with a purchase or
subscription made or to be made by any person of or for any share in the
company or in its holding company nor shall the company make a loan for any
purpose whatsoever on the security of its shares or those of its holding
company, but nothing in this regulation shall prohibits transactions mention in
the proviso to section 62(1) of the Act.
11. The company shall have a first and paramount lien on every share (not
being a fully paid share) for all moneys (whether presently payable or not)
called or payable at a fixed time in respect of that share; but the directors may at
any time declare any share to be wholly or in part exempt from the provisions
of this regulation. The company's lien, if any, on a share shall extend to any
amounts payable in respect of it.
12. The company may sell, in such manner as the directors determine, any
shares on which the company has a lien if a sum in respect of which the lien
exists is presently payable and is not paid within fourteen clear days after a
notice in writing has been given the holder of the share, or the person entitled
thereto by reason of the death or bankruptcy of the holder, demanding payment
and stating that if the notice is not com-plied with the shares may be sold.

13. To give effect to any such sale the directors may authorise some person
to transfer the shares sold to, or in accordance with the directions of the
purchaser thereof. The purchaser shall be registered as the holder of the shares
comprised in any such transfer, and he shall not be bound to see to the
application of the purchase money, nor shall his title to the shares be affected by
any irregularity or invalidity in the proceedings in reference to the sale.

14. The net proceeds of the sale shall be received by the company and
applied in payment of such part of the amount in respect of which the lien exists
as is presently payable, and the residue, if any, shall (upon surrender to the
company for cancellation of the certificate for the shares sold and subject to a
like lien for sums not presently payable as existed upon the shares before the
sale) be paid to the person entitled to the shares, at the date of the sale.

15. Subject to the terms of allotment, the directors may from time to time
make calls upon the members in respect of any moneys unpaid on their shares
(whether in respect of nominal value or premium) and not by the conditions of
allotment thereof made payable at fixed times, provided that no call shall
exceed one-fourth of the nominal value of the share or be payable at less than
one month from the date fixed for the payment of the last preceding call, and
each member shall (subject to receiving at least fourteen clear days notice
specifying when and where payment is to be made) pay to the company as
required by the notice the amount called on his shares. A call may be required
to be paid by instalments. A call may, before receipt by the company of any
sum due thereunder, be revoked in whole or part and payment of a call may be
postponed in whole or part. A person upon whom a call is made shall remain
liable for calls made upon him not withstanding the subsequent transfer of the
shares in respect of which the call was made.

16. A call shall be deemed to have been made at the time when the
resolution of the directors authorising the call was passed.
17. The joint holders of a share shall be jointly and severally liable to pay all
calls in respect thereof.
18. If a call remains unpaid after it has become due and payable, the person
from whom the sum is due shall pay interest on the amount unpaid from the day
it became due and payable to the time of actual payment at the rate fixed by the
term of allotment of the share or, if no rate is fixed, at a rate not exceeding five
percent per annum as the directors may determine, but the directors may waive
payment of such interest wholly or in part.

19. An amount payable in respect of a share on allotment or at any fixed

date, whether in respect of nominal value or premium or as an instalment of a
call, shall be deemed to be a call, and if it is not paid the provisions of the
articles shall apply as if that amount had become due and payable by virtue of a
call.

20. Subject to the terms of allotment, the directors may, on the issue of
shares, differentiate between the holders as to the amount of calls to be paid and
the times of payment.
21. The directors may, if they think fit, receive from any member willing to
advance the same, all or any part of the moneys uncalled and unpaid upon any
shares held by him, and upon all or any of the moneys so advanced may (until
the same would, but for such advance, become payable) pay interest at such rate
not exceeding (unless the company in general meeting shall otherwise direct)
six per cent per annum, as may be agreed upon between the directors and the
members paying such sum in advance.

22. The instrument of transfer of any share shall be in any usual form or any
other form which the directors may approve and shall be executed by or on
behalf of the transferor and, unless the share is fully paid up, by or on behalf of
the transferee, and the transferor shall be deemed to remain a holder of the share
until the name of the transferee is entered in the register of members in respect
thereof.

23. The director may refuse to register the transfer of a share which is not
fully paid to a person of whom they do not approve and they may refuse to
register the transfer of a share on which the company has a lien.

24. The directors may also refuse to register a transfer unless:-

(a) it is lodged at the office or such other place as the directors may
appoint, and is accompanied by the certificate of the shares to
which it relates, and such other evidence as the directors may
reasonably require to show the right of the transferor to make the
transfer; and

(b) it is in respect of only one class of share; and

(c) it is in favour of not more than four transferees.
25. If the directors refuse to register a transfer they shall within sixty days
after the date on which the transfer was lodged with the company send to the
transferee notice of the refusal.
26. The registration of transfers of shares or any transfers of any class of
shares may be suspended at such times and for such periods (not exceeding
thirty days in any year) as the directors may determine.

27. No fee shall be charged by the company for the registration of any
instrument of transfer or other document relating to or affecting title to any
share.
28. In case of the death of a member, the survivor of survivors where the
deceased was a joint holder, and the personal representatives of the deceased
where he was a sole holder or the only survivor of joint holders, shall be the
only persons recognised by the company as having any title to his interest in the
shares; but nothing herein contained shall release the estate of a deceased
member from any liability in respect of any share which had been jointly held
by him.

29. Any person becoming entitled to a share in consequence of the death or

bankruptcy of a member may, upon such evidence being produced as may
properly be required by the directors and subject as hereinafter provided, either
elect by notice to the company to be registered as holder of the share, or elect to
have some person nominated by him registered as the transferee in which case
he shall execute the appropriate instrument of transfer.

30. If the person so becoming entitled shall elect to be registered himself, he

shall deliver or send to the company a notice in writing signed by him stating
that he so elect. If he shall elect to have another person registered he shall
testify his election by executing to that person a transfer of the shares. All the
articles relating to the right to transfer of shares shall apply to any such notice
or transfer as if it were an instrument of transfer executed by the member and
the death or bankruptcy of the member had not occurred.

31. A person becoming entitled to a share by reason of the death or

bankruptcy of the holder shall have the rights to which he would be entitled if
he were the registered holder of the share, except that he shall not, before being
registered as the holder of the share, be entitled in respect of it to exercise any
right conferred by membership in relation to meetings of the company.

32. If a call remains unpaid after it has become due and payable, the
directors may give to the person from whom it is due not less than fourteen
clear days notice requiring payment of the amount unpaid, together with any
interest which may have accrued.

33. The notice shall name the place where payment is to be made and shall
state that if the notice is not complied with, the shares in respect of which the
call was made will be liable to be forfeited.
34. If the notice is not complied with, any share in respect of which it was
given may, before the payment required by the notice has been made, be
forfeited by a resolution of the directors to that effect and the forfeiture shall
include all dividends or other moneys payable in respect of the forfeited shares
and not paid before the forfeiture.

35. Subject to the provisions of this Act, a forfeited share may be sold, re-
allotted or otherwise disposed of on such terms and in such manner as the
directors determine either to the person who was before the forfeiture the holder
or to any other person, and at any time before a sale, re-allotment or other
disposition the forfeiture may be cancelled on such terms as the directors think
fit. Where for the purposes of its disposal a forfeited share is to be transferred to
any person, the directors may authorise some person to execute an instrument of
transfer of the share in question.
 36. A person any of whose shares have been forfeited shall cease to be a
member in respect of the forfeited shares and shall surrender to the company for
cancellation the certificate for the shares forfeited, but shall remain liable to the
company for all moneys which, at the date of forfeiture, were payable by him to
the company in respect of the shares, 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, but the directors may waive payment wholly or in part or enforce
payment without any allowance for the value of the shares at the time of
forfeiture for any consideration received on their disposal.

37. A statutory declaration by a director or the secretary that a share has

been forfeited on a date stated in the declaration shall be conclusive evidence of
the facts stated therein as against all persons claiming to be entitled to the share,
and the declaration shall (subject to the execution of an instrument of transfer if
necessary) constitute a good title to the share, and the person to whom the share
is disposed of shall not be bound to see to the application of the consideration, if
any, nor shall his title to the share be affected by any irregularity or invalidity of
the proceedings in reference to the forfeiture or disposal of the share.

38. The provision of these regulations as to forfeiture shall apply in the case
of non-payment of any some which by terms of issue of a share becomes
payable at a fixed time, whether on account of the nominal value of the share,
or by way of premium, as if the same had been payable by virtue of a call dully
made and notified.
39. The company may by ordinary resolution convert any paid up shares
into stock, and reconvert any stock into paid - up shares of any denomination.

40.The holders of stock may transfer the same, or any part thereof, in the
same manner, and subject to the same regulations, as and subject to which the
shares from which the stock arose might previously to conversion have been
transferred, or as near thereto as circumstances admit; and the directors from
time to time fix the minimum amount of stock transferable but so that such
minimum shall not exceed the nominal amount of the shares from which the
stock arose.
41. The holders of stock shall, according to the amount of stock held by
them, have the same rights, privileges and advantages as regards dividends,
voting at the meeting of the company and other matters as if they held the
shares from which the stock arose, but no such privilege or advantage (except
participation in the dividends and profits of the company and in the assets on
winding up) shall be conferred by an amount of stock which would not, if
existing in shares, have conferred that privilege or advantage.
42. Such of the regulation of the company as are applicable to paid up shares
shall apply to stock, and the words "share" and "shareholder" therein shall
include "stock" and "stockholder"
43. The company may from time to time, by ordinary resolution:-
 (a) increase its share capital by new shares of such amount, as the
resolution prescribes;
(b) consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares;
(c) subject to the provisions of section 70(1)(d) of the Act, sub-
divide its exist-ing shares, or any of them, into shares of smaller
amount than is fixed by the memorandum of association;
(d) cancel shares which, at the date of the passing of the resolution,
have not been taken or agreed to be taken by any person and
diminish the amount of it share capital by the amount of the
shares so cancelled.
44. Whenever as a result of a consolidation of shares any members would
become entitled to fractions of a share, the directors may, on behalf of those
members, sell the shares representing the fractions for the best price reasonably
obtainable to any person (including subject to the provisions of this Act, the
company) and distribute the net proceeds of sale in due proportion among those
members, and the directors may authorise some person to execute an instrument
of transfer of the shares to or in accordance with the directions of the purchaser.
The transferee shall not be bound to see to the application of the purchase
money nor shall his title to the share be affected by any irregularity in or
invalidity of the proceedings in reference to the sale.

45. Subject to the provisions of the Act, the company may by special
resolution reduce its share capital, any capital redemption reserve fund or any
share premium account in any way.
46. The 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 meeting as such in the notices calling it; and not more than fifteen months
shall elapse between the date of one annual general meeting of the company and
that of the next.
47. All general meetings other than annual general meetings shall be called
extra-ordinary general meetings.
48. The directors may, whenever they think fit, call an extra-ordinary
general meeting, and extra-ordinary general meetings shall also be convened on
such requistionists, or, in default, maybe convened by such requistionists, as
provided by section 137 of the Act. If at any time there are not within the
territory sufficient directors to call the meeting, any director or any two
members of the company may call the meeting in the same manner as nearly as
possible as that in which meetings may be convened by the directors.

49. Every general meeting shall be called by twenty one clear days notice in
writing. The notice shall specify the time and place of the meeting and the
general nature of the business and, in the case of an annual general meeting,
shall specify the meeting as such;
 Provided that a meeting of the company may be called by shorter notice if it
is so agreed:-

(a) in the case of an annual general meeting, by all the members

entitled to attend 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 and vote at the meeting, being a
majority together holding not less than 95 per cent in nominal
value of the shares giving that right.

50. Subject to the provisions of the articles and to any restrictions imposed
on any shares, the notice shall be given to all the members, to all persons
entitled to a share in consequence of the death or bankruptcy of a member and
to the directors and auditors. The accidental omissions 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 the meeting.
51. All business shall be deemed special that is transacted at an extra
ordinary gen-eral meeting, and also all that is transacted at an annual general
meeting, with the exception of declaring a dividend, the consideration of the
accounts, and the reports of the directors and auditors, the election of directors
in the place of those retiring and the appointment of, and the fixing of the
remuneration of, the auditors.

52. No business shall be transacted at any general meeting unless a quorum

of members is present at the time when the meeting proceeds to business; two
persons entitled to vote on the business to be transacted, each being a member
or a proxy for a member or a duly authorised representative of a corporation,
shall be a quorum.

53. If within half an hour from the time appointed for the meeting a quorum
is not present, or if during the course of a meeting a quorum ceases to be
present, the meeting shall stand adjourned to the same day in the next week, at
the same time and place or to such other day at such other time and place as the
directors may determine.
54. The chairman, if any, of the board of directors or in his absence some
other director nominated by the directors shall preside as chairman of the
general meeting, but if neither the chairman nor such other director (if any) be
present within fifteen minutes after the time appointed for the holding of the
meeting and willing to act, the directors present shall elect one of their number
to be chairman of the meeting and, if there is only one director present and
willing to act, he shall be chairman.

55. If at any meeting no director is willing to act as chairman or if no

director is present within fifteen minutes after the time appointed for holding
the meeting, the members present shall choose one of their number to be
chairman of the meeting.

56. A director shall, notwithstanding that he is not a member, be entitled to

attend and speak at a general meeting and at any separate meeting of the holders
of any class of shares in the company.

57. The chairman may, with the consent of any meeting at which a quorum
is present and shall if so directed by 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 which might properly have been
transacted at the meeting had the adjournment not taken place. When a meeting
is adjourned for fourteen days or more, at least seven clear days and the general
nature of the business to be transacted at an adjourned meeting.

58. At any general meeting a resolution put to the vote of the 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:-
(a) by the chairman or;

(b) by at least two members having the right to vote at the meeting;
or

(c) by a member or members representing not less than one-tenth of

the total voting rights of all the members having the right to vote
at the meeting; or

(d) by a member or members holding shares conferring a right to

vote at the meeting being shares on which an aggregate sum has
been paid up equal to not less than one-tenth of the total sum
paid up on all the shares conferring that right; and

(e) by a person as proxy for a member shall be the same as a

demand by the member.
59. Unless a poll be so demanded, a declaration by the chairman that a
resolution has on a show of hands been carried or carried unanimously, or by a
particular majority, or lost, or not carried by a particular majority and an entry
to that effect in the minutes of the meeting shall be evidence of that fact.
60. The demand for a poll may, before the poll is taken, be withdrawn.

61. Except as provided in article 54, if a poll is duly demanded it shall be

taken in such manner as the chairman directs, and the result of the poll shall be
deemed to be the resolution of the meeting at which the poll was demanded.
62. In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman of the meeting shall be entitled to a casting vote in addition
to any other vote he may have.
 63. A poll demanded on the election of a chairman or on a question of
adjournment shall be taken immediately. A poll demanded on any other
question shall be taken either immediately or at such time not being more than
thirty days after the poll is demanded as the chairman of the meeting directs,
and any business other than that upon which a poll has been demanded may be
proceeded with pending the taking of the poll.

64. A resolution in writing executed by or on behalf of each member who

would have been entitled to vote upon it if it had been proposed at a general
meeting at which he was present shall have effect as if it had been passed at a
general meeting duly con-vened and held, and may consist of several
instruments in the like form each executed by or on behalf of one or more
members.
65. Subject to any rights or restrictions attached to any share or class or
classes of shares, on a show of hands every member (being an individual)
present in person or (being a corporation) present by a duly authorised
representative, not being himself a member entitled to vote, and on a poll every
member shall have one vote for each share of which he is the holder.

66. In the case of joint holders the vote of the senior who tenders a vote,
whether in person or by proxy, 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 the names stand in the register of members.

67. A member in respect of whose estate a manager has been appointed

under provisions related to mental diseases, may vote, whether on a show of
hands or on a poll, by his manager, and any such manager may, on a poll, vote
by proxy.

68. No member shall be entitled to vote at a general meeting or at a separate

meeting of the holders of any class of shares in the company unless all calls or
other sums presently payable by him in respect of shares in the company have
been paid.
69. No objection shall be raised to the qualification of any voter except at
the meeting or adjourned meeting at which the vote objected to is tendered, and
every vote not disallowed at such meeting shall be valid for all purposes. Any
objection made in due time shall be referred to the chairman of the meeting,
whose decision shall be final and conclusive.
70. On a poll votes may be given either personally or by proxy. A member
may appoint more than one proxy to attend on the same occasion.

71. The instrument appointing proxy shall be in writing executed by or on

behalf of the appointer or of his attorney duty authorised in writing, or, if the
appoint or is a corporation, either under seal, or under the hand of an officer or
attorney duly authorised. A proxy need not be a member of the company.
 72. The instrument appointing a proxy and any authority under which it is
executed a copy of that authority certified notarially or in such other manner as
approved by the directors shall be deposited at the registered office of the
company or at such other place within the Zanzibar as is specified for that
purpose in the notice convening the meeting, not less than 48 hours before the
time for holding the meeting or adjourned meeting at which the person named
in the instrument proposes to vote, or, in the case of a poll, not less than 24
hours before the time appointed for the taking of the poll, and in default the
instrument of proxy shall not be treated as valid.

73. An instrument appointing a proxy shall be in the following form or a

form as near thereto as circumstances admit:

"________________Limited "________________________ I/we

________________ of._______________ being ____________a
Member/members of the above named company, hereby
appoint_________________ of ___________________ or failing him,
______________ of ______________ as my/our proxy to vote for me/us on
my/our behalf at the (annual or extraordinary, as the case may be) general
meeting of the company to be held on the ______day of__________, 20__, and
at any adjournment thereof.

Signed this ______________________day of__________, 20__,"

74. Where it is desired to afford members an opportunity of voting for or

against a resolution the instrument appointing a proxy shall be in the following
form or a form as near thereto as circumstances admit:
"_________________Limited "__________________________ I/we
_______________ of.______________ being _____________a
Member/members of the above named company, hereby
appoint____________________ of _______________. or failing him,
______________ of __________________ as my/our proxy to vote for me/us
on my/our behalf at the (annual or extraordinary, as the case may be) general
meeting of the company to be held on the ______day of__________, 20__, and
at any adjournment thereof.

Signed this ______________________day of__________, 20__,"

This form is to be used * in favour of/against resolutions etc. Unless otherwise

instructed, the proxy will vote as he thinks fit or abstain from voting.
75. The instrument appointing a proxy shall be deemed to confer authority to
de-mand or join in demanding a poll.

76. A vote given in accordance with the terms of an instrument of proxy, or

poll demanded by proxy, or by the duly authorised representative of a
corporation shall be valid notwithstanding the previous determination was
received by the company at its registered office (or at such other place at which
the instrument or proxy was duly de-posited) before the commencement of the
meeting or adjourned meeting at which the proxy is used.

77. Any corporation which is a member of the company may by resolution

of its directors or other governing body authorise such person as it thinks fit to
act as its representative at any meeting of the company or of any class of
members of the company, and the person so authorised shall be entitled to
exercise the same powers on behalf of the corporation which he represents as
that corporation could exercise if it were an individual member of the company

78. The number of the directors and the names of the first directors shall be
deter-mined in writing by the subscribers of the memorandum of association or
a majority of them and until such determination the signatories to the
Memorandum of Association shall be the first directors. Unless otherwise
determined by ordinary resolution, the number of directors shall not be subject
to any maximum but shall be not less than two.

79. The shareholding qualification for directors may be fixed by the

company in general meeting, and unless and until so fixed no qualification shall
be required.
80. Subject to the provisions of the Act, the memorandum and the articles
and to any directions given by special resolution, the business of the company
shall be managed by the directors, who may exercise all the powers of the
company. No alteration of the memorandum or articles and no such directions
shall invalidate any prior act of the directors which would otherwise have been
valid. The powers given by this article shall not be limited by any special power
given to the directors by the articles and a meeting of directors at which a
quorum is present may exercise all powers exercisable by the directors.

81. The directors may by power of attorney appoint any person to be the
attorney or agent of the company for such purposes and on such conditions as
they determine, including authority for the attorney or agent to delegate all or
any of his powers.
82. The directors may exercise all the powers of the company to borrow
money, and to mortgage or charge its undertaking, property and uncalled
capital, or any part thereof, and to issue debentures, debenture stock, and other
securities whether outright or as security for any debt, liability or obligation of
the company or of any third party.

83. The company may exercise the powers conferred by sections 125 to 128
of the Act with regard to the keeping of a branch register, and the directors may
(subject to the provisions of those sections) make and vary such regulations as
they may think fit respecting the keeping of any such register.
84. The directors may appoint one or more of their number to the office of
managing director or to any other executive office under the company and may
enter into an agreement or arrangement with any director for his employment by
the company or for the provision by him of any services outside the scope of the
ordinary duties of a director. Any such appointment, agreement or arrangement
may be made on such terms as the directors determine and they may remunerate
any such director for his services as they think fit. Any appointment of a
director to an executive office shall terminate if he ceases to be a director, but
without prejudice to any claim to damages for breach of the contract of service
between the director and the company. A managing director and a director
holding any other executive office shall not be subject to retirement by rotation.
85. A director who is in any way, whether directly or indirectly, interested
in a contract or proposed contract with the company shall declare the nature of
his interest at a meeting of the directors in accordance with section 212 of the
Act.
86. Subject to the provisions of the Act, and provided that he has disclosed
to the directors the nature and extent of any material interest of his, a director
notwithstanding his office:-
(a) may be a party to, or otherwise interested in, any transaction or
arrangement with the company or in which the company is
otherwise interested;
(b) may be a director or other officer of, or employed by, or a party
to any transaction or arrangement with, or otherwise interested in
any body corpo-rate promoted by the company or in which the
company may be interested;
(c) shall not, by reason of his office, be accountable to the company
for any benefit which he derives from any such office or
employment remuneration or other benefits received by him as a
director or officer of, or from his interest in, such other company
unless the company otherwise directs.
87. For the purposes of articles 76 and 77:-
(a) a general notice given to the directors that a director is to be
regarded as having an interest of the nature and extent specified
in the notice in any transaction or arrangement in which a
specified person or class of persons is interested shall be deemed
to be a disclosure that the director has an interest in such
transaction of the nature and extent specified; and
(b) an interest of which a director has no knowledge and of which it
is unreason-able to expect him to have knowledge shall not be
treated as an interest of his.
88. All cheques, promissory notes, drafts, bills of exchange and other
negotiable instruments, and all receipts for moneys paid to the company, shall
be signed, drawn accepted, endorsed, or otherwise executed in such manner as
the directors shall from time to time by resolution determine.
 89. The directors shall cause minutes to be made in books kept for the
purpose of:-

(a) all appointments of officers made by the directors;

(b) the names of the directors present at each meeting of the

directors and of any committee of the directors;

(c) all resolutions and proceedings at all meetings of the company,

of the holders of any class of shares in the company, and of the
directors, and of committees of directors.
90. The remuneration of the directors shall be determined by ordinary
resolution of the company and, unless the resolution otherwise provides, such
remuneration shall be deemed to accrue from day to day. The directors may also
be paid all travelling, hotel and other expenses properly incurred by them in
attending and returning from meetings of the directors or any committee of the
directors or general meetings or separate meetings of the holders of any class of
shares or of debentures of the company or otherwise in connection with the
business of the company.

91. The directors on behalf of the company may pay a gratuity or pension or
allowance on retirement to any director who had held any other salaries office
or place of profit with the company or to his widow or dependants and may
make contributions to any fund and pay premiums for the purchase or
provisions of any such gratuity, pension or allowance.

92. The office of director shall be vacated if the director:-

(a) ceases to be a director by virtue of any provision of the Act or he
becomes prohibited by law from being a director; or
(b) becomes bankrupt or makes any arrangement or composition
with his creditors generally; or
(c) becomes of unsound mind; or

(d) resigns his office by notice in writing to the company; or

(e) shall for more than six consecutive months have been absent
without permission of the directors from meetings of the
directors held during that period and the directors resolve that his
office be vacated.

93. The company may by ordinary resolution appoint a person who is

willing to act to be a director either to fill a vacancy or to be an additional
director.

94. The directors may appoint a person who is willing to act to be a director,
either to fill a vacancy or as an additional director, provided that the total
number of directors does not exceed the number fixed by or in accordance with
these articles. A director so appointed shall hold office only until the next
following annual general meeting, and shall then be eligible for re-election.
95. The company may by ordinary resolution, of which special notice has
been given in accordance with section 147 of the Act, remove any director
before the expiration of his period of office notwithstanding anything in these
articles or in any agreement between the company and the director. Such
removal shall be without prejudice to any claim the director may have for
damages for breach of any service contract with the company.
96. The company may by ordinary resolution appoint another person in
place of a director removed from office under the immediately preceding
regulation, and without prejudice to the powers of the directors under article 85
the company may by ordinary resolution appoint any person to be a director
either to fill a vacancy or as an additional director.

97. Subject to the provisions of the articles, the directors may regulate their
meetings as they think fit. Questions arising at a meeting shall be decided by a
majority of votes. In case of an equality of votes, the chairman shall have a
second or casting vote. A director may, and the secretary at the request of a
director shall, call a meeting of the directors. It shall not be necessary to give
notice of a meeting of directors to any director who is absent from the Zanzibar.
98. The quorum necessary for the transaction of the business of the directors
may be fixed by the directors, and unless so fixed shall be two.

99. The continuing directors may act notwithstanding any vacancy in their
number, but, if their number is reduced below the number fixed as the necessary
quorum, the continuing directors or director may act only for the purpose of
filling vacancies or of calling a general meeting.

100. The directors may appoint one of their number to be the chairman of
the board of directors and determine the period of which he is to hold office.
Unless he is unwilling to do so, the director so appointed shall preside at every
meeting of directors as which he is present. But if no such chairman is
appointed, or if he is unwilling to preside, or if at any meeting the chairman is
not present within five minutes after the time appointed for holding the same,
directors present may choose one of their number to be chairman of the
meeting.

101. The directors may delegate any of their powers to any committee
consisting of one or more directors; any committee so formed shall in the
exercise of the powers so delegated conform to any regulations that may be
imposed on it by the directors. Subject to any such regulations, the proceedings
of a Committee with two or more members shall be governed by the articles
regulating the proceedings of directors so far as they are capable of applying.
 102. Acts done by a meeting of the directors or of a committee of directors
or by a person acting as a director shall, notwithstanding that it be after-wards
discovered that there was some defect in the appointment of any such director,
or that any of them were disqualified from holding office, or had vacated office,
or were not entitled to vote, be as valid as if every such person had been duly
appointed and was qualified and had continued to be a director and was entitled
to vote.

103. A resolution in writing, signed by all the directors entitled to receive

notice of a meeting of the directors, or of a committee of directors, shall be as
valid and effectual as if it had been passed at a meeting of the directors or (as
the case may be) a committee of directors duly convened and held, and may
consist of several documents in the like form each signed by one or more
directors.

104. Save as otherwise provided in the articles, a director shall not vote at a
meeting of directors or of a committee of directors on any resolution concerning
a matter in which he has, directly or indirectly, an interest or duty which is
material and which conflicts or may conflict with the interests of the company.
Subject to and in accordance with the provisions of the Act, an interest of a
person who is connected with a director shall be treated as an interest of the
director.

105. A director shall not be counted in the quorum present at a meeting in

relation to a resolution on which he is not entitled to vote.

106. The company may by ordinary resolution suspend or relax to any

extent, either generally or in respect of any particular matter, any provision of
the articles prohibiting a director from voting at a meeting of directors or of a
committee of directors.

107. Where proposals are under consideration concerning the appointment

of two or more directors to offices or employment with the company or any
body corporate in which the company is interested, the proposals may be
divided and considered in relation to each director separately and (provided he
is not for another reason precluded from voting) each of the directors concerned
shall be entitled to vote and be counted in the quorum in respect of each
resolution except than concerning his own appointment.

107. If a question arises at a meeting of directors or of a committee of

directors as to the right of a director to vote, the question may, before the
conclusion of the meeting, be referred to the chairman of the meeting and his
ruling in relation to any director other than himself shall be final and
conclusive.

109. The secretary shall be appointed by the directors for such term, at such
remuneration and upon such conditions as they may think fit; and any secretary
so appointed may be removed by them.
110. A provision of the Act or these Regulations requiring or authorising a
thing to be done by or to a director and the secretary shall not be satisfied by its
being done by or to the same person acting both as director and as, or in place
of, the secretary.
111. The seal shall only be used by the authority of the directors or of a
committee of the directors authorised by the directors. The directors may
determine who shall sign any instrument to which the seal is affixed and unless
otherwise so determined it shall be signed by a director and by the secretary or
by a second director.

112. Subject to section 183 of the Act, the company may by ordinary
resolution declare dividends in accordance with the respective rights of the
members, but no divi-dend shall exceed the amount recommended by the
directors,
113. Subject to the provisions of the Act, the directors may from time to
time pay to the members such interim dividends as appear to the directors to be
justified by the profits of the company available for distribution.

114. The directors may, before recommending any dividend, set aside out of
the profits of the company such sums as they think proper as a reserve or
reserves which shall, at the discretion of the directors, be applicable for any
purpose to which the profits of the company may be properly applied, and
pending such application may, at the like discretion, either be employed in the
business of the company or be invested in such investments (other than shares
of the company) as the directors may from time to time think fit. The directors
may also without placing the same to reserve carry for-ward and any profits
which they may think prudent not to divide.
115. Except as otherwise provided by the tights attached to shares, all
dividends shall be declared and paid according to the amounts paid on the
shares in respect of which the dividend is paid. All dividends shall be
apportioned and paid proportionately to the amounts paid on the shares during
any portion or portions of the period in respect of which the dividend is paid;
but if any share is issued on terms providing that it shall rank for dividend as
from a particular date, that share shall rank for dividend accordingly.
116. Any general meeting declaring a dividend may, upon the
recommendation of the directors, direct payment of such dividend wholly or
partly by the distribution of assets and, where any difficult arises in regard to
the distribution, the directors may settle the same, and in particular may issue
fractional certificates and fix the value for distribution of any assets and may
determine that cash payments shall be made to any members upon the footing
of the value so fixed in order to adjust the rights of members, and may vest any
assets in trustees.
 117. Any dividend, interest or other moneys payable in cash in respect of
shares may be paid by cheque sent through the post to the registered address of
the holder or, in the case of joint holders, to the registered address of that one of
the joint holders who is first named in the register of members or to such person
and to such address as the holder or joint holders may in writing direct. Every
such cheque or warrant shall be made payable to the order of the person to
whom it is sent, and payment of the cheque shall be a good discharge to the
company Any one of two or more joint holders may give effectual receipts for
any dividends or other moneys payable in respect of the shares held by them as
joint holders.
118. No dividend or other moneys payable in respect of a share shall bear
interest against the company unless otherwise provided by the rights attached to
the share.

119. Any dividend which has remained unclaimed for twelve years from the
date when it became due for payment shall, if the directors so resolve, be
forfeited and cease to remain owing by the company.
Accounts

120. The directors shall cause proper books of account to be kept with
respect to:-
(a) all sums of money received and expended by the company and
the matters in respect of which the receipt and expenditure takes
place;
(b) all sales and purchases of goods by the company; and

(c) the assets and liabilities of the company.

Proper books shall not be deemed to be kept if there are not kept such books of
account as are necessary to give a true and fair view of the state of the
company's affairs and to explain its transactions.

121. The books of account shall be kept at the registered office of the
company, or, subject to section 153(4) of the Act, at such other place or places
as the directors think fit, and shall always be open to the inspection of the
directors.

122. No member shall (as such) have any right of inspecting any accounting
records or other book or document of the company except as conferred by
statute or authorised by the directors or by ordinary resolution of the company.

123. The directors shall, in accordance with sections 155, 157 and 163 of the
Act, cause to be prepared and to be laid before the company in general meeting
such profit and loss accounts, balance sheets, cash flow statements, group
accounts (if any) and reports as are referred to in those sections.

124. In accordance with section 168 of the Act, the copy of the company's
annual accounts to be laid before the company in general meeting together with
a copy of the director's report and the auditor's report shall not less than twenty
one days before the date of the meeting be sent to every member of, and every
holder of debentures of, the company. Provided that this regulation shall not
require a copy of those documents to be sent to any person of whose address the
company is not aware or to more than one of the joint holders of any shares or
debentures.
125. The directors may, with the authority of an ordinary resolution of the
company:-
(a) Resolve to capitalise any part of the amount for the time being
standing to the credit of any of the company's reserve accounts or
to the credit of the profit and loss account or otherwise available
for distribution, and that such sum be capitalised to the members
who would have been entitled to it were distributed by way of
dividend and in the same proportions and apply such sum either
in or towards paying up any amounts for the time being unpaid
on any shares held by such members respectively or in paying up
in full in issued shares or debentures of the company to be
allotted and distributed;

(b) Make such provision the issue of fractional certificates or by

payment in cash or otherwise as they think fit for the case of
shares or debentures becoming distributable in fractions, and
authorise any person to enter on behalf of all the members
entitled thereto into an agreement with the company providing
for the allotment to them respectively, credited as fully paid up,
of any shares or debentures to which they are entitled upon such
capitalisation, and any agreement made under such authority
shall be effective and binding on all such members.

126. Auditors shall be appointed and their duties regulated in accordance

with sec-tions 165 to 168 of the Act.

127. Any notice to be given to or by any person pursuant to the articles

shall be in writing except that a notice calling a meeting of directors need not be
in writing. The company may give any notice to a member wither personally or
by sending it by post in a prepaid envelope addressed to the member at his
registered address, or by leaving it at that address. Where a notice is sent by
post, service of the notice shall be deemed to be effected by properly
addressing, preparing, and posting a letter containing the notice, and to have
been effected at the expiration of (seventy two) hours after the letter containing
the same was posted. A member whose registered address is not within the
Zanzibar and who gives to the company and address within the Zanzibar at
which notices may be given him shall be entitled to receive any notice from the
company.
 129. A notice maybe given by the company to the joint holders of a share
by giving the notice to the joint holder first named in the register of members in
respect of the share.

130. A notice may be given by the company to the persons entitled to a

share in consequence of the death or bankruptcy of a member by sending or
delivering it, in any manner authorised by the articles, addressed to them by
name, or by the title of representatives of the deceased, or trustee of the
bankrupt, or by any like description, at the address, if any, within the Zanzibar
supplied for the purpose by the persons claiming to be so entitled. Until such an
address has been supplied, a notice may be given in any manner in which it
might have been given if the death or bankruptcy had not occurred.

131. A member present, either in person or by proxy, at any meeting of the

company or of the holders of any class of shares in the company shall be
deemed to have received.
132. Subject to the provisions of the Act, but without prejudice to any
indemnity to which a director may otherwise be entitled, every director or other
officer or auditor of the company shall be indemnified out of the assets of the
company against any liability incurred by him in defending any proceedings,
whether civil or criminal, in which judgment is given in his favour or in which
he is acquitted or in connection with any application under section 261 of the
Act in which relief is granted to him by the court from liability for negligence,
default, breach of duty or breach of trust in relation to the affairs of the
company.

PART II
REGULATIONS FOR MANAGEMENT OF A PRIVATE
COMPANY LIMITED BY SHARES

1. The regulations contained in Part I of Table A shall apply save for article
22.

2. The company is a private company and accordingly:-

(a) the right to transfer shares is restricted in manner hereinafter
prescribed;
(b) the number of members of the company is limited to fifty as
further provided for in the Act;

(c) any invitation to the public to subscribe for any shares or

debenture of the public is prohibited;

(d) the company shall not have power to issue share warrants to
bearer.

3. The directors may, in their absolute discretion and without assigning any
reason thereof, decline to register any transfer of any share, whether or not it is
a fully paid share.

TABLE B
FORM OF MEMORANDUM OF ASSOCIATION OF
A COMPANY LIMITED BY SHARES

1st The name of the company is "_____________________ Limited".

2nd The registered office of the company is situated at ____________________
3rd The Objects for which the company is established are,
4th The liability of the members is limited.
5th The share capital of the company is _____________ shillings divided into
_______shares of shillings ________ each.
WE, the persons whose names and addresses are subscribed, desire to be
formed into a company, in pursuance of this memorandum of association, and
we respectively agree to take the number of shares in the capital of the company
set opposite our respective names.

Names, address and Number of Shares Signatures of

description of subscriber taken by each Subscriber of subscribers
1.
2.
3.
4.
5.
6.
7.

Total shares taken ________________________________

Witness (legal practitioner) to the above signatures.
Name:…………………………………
Address:………………………………
Qualification:…………………………

Dated this ___ day of __________, 20___

TABLE C
FORM OF MEMORANDUM AND ARTICLES OF ASSOCIATION
 OF A COMPANY LIMITED BY GUARANTEE,
AND NOT HAVING A SHARE CAPITAL

1st The name of the company is "_____________________Limited".

2ndThe registered office of the company is situated at _____________
3rd The Objects for which the company is established are,
4thThe liability of the members is limited.
5th Every member of the company 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 year afterwards, for payment of the debts and liabilities of the company
contracted before he ceases to be a member, and the costs, charges and
expenses of winding up, and for the adjustment of the rights of the
contributories among themselves, such amount as may be required not
exceeding shillings ……………..…………..
WE, the persons whose names and addresses are subscribed, desire to be
formed into a company, in pursuance of this memorandum of association.

Names, address and occupations of Signatures of

subscriber subscribers
1.
2.
3.
4.
5.

Witness to the above signatures.

Name:……………………………………
Address:………………………………....
Qualification:…………………………….
Signature:………………………………...
Dated this ___ day of __________, 20___

ARTICLES OF ASSOCIATION TO A COMPANY PRECEDING

MEMORANDUM OF ASSOCIATION

1. In these articles:-
"Act" means the Companies Act;
 "articles" means the articles of the company;
"clear days" in relation to the period of a notice means that period
excluding the day when the notice is given or deemed to be given and
the day for which it is given or on which it is to take effect;
"seal" means the common seal of the company;
"Secretary" means any person appointed to perform the duties of the
secretary of the company.
Expressions referring to writing shall, unless the contrary intention appears, be
construed as including references to printing, lithography, photograph, and
other modes of representing or reproducing words in a visible form.
Unless the context otherwise requires, words or expressions contained in these
ar-ticles shall bear the same meaning as in the Act or any statutory modification
thereof in force at the date at which these articles become binding on the
company.

2. The number of members with which the company proposes to be

registered is …….. but the directors may from time to time register an increase
of members.

3. The subscribers to the memorandum of association and such other

persons as the directors shall admit to membership shall be members of the
company.

4. The 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 meeting as such in the notice calling it; and not more than fifteen months
shall elapse between the date of one annual general meeting of the company and
that of the next:
Provided that so long as the company holds its first annual general meeting
within eighteen months of its incorporation, it need not hold it in the year of its
incorporation or in the following year. The annual general meeting shall be held
at such time and place as the directors shall appoint.

5. All general meetings other than annual general meetings shall be called
extraordinary general meetings.

6. The directors may, whenever they think fit, convene an extraordinary

general meeting, and extraordinary general meetings shall also be convened on
such requisition, or, in default, may be convened by such requisitionists, as
provided by section 136 of the Act. If at any time there are not within the
Zanzibar sufficient directors capable of acting to form a quorum, any director or
any two members of the company may convene an extraordinary general
meeting in the same manner as nearly as possible as that in which meetings may
be convened by the directors.
 7. Every general meeting shall be called by twenty one clear days notice in
writing at the least. The notice shall specify the place, the day and hour of
meeting and, in case of special business, the general nature of that business:
Provided that a meeting of the company shall, notwithstanding that it is called
by shorter notice than that specified in this article be deemed to have been duly
called if it so agreed-
(a) in the case of a meeting called as the annual general meeting, by
all the members entitled to attend 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 and vote at the meeting, being a
majority together representing not less than ninety five percent of
the total voting rights at that meeting of all the members.
8. Subject to the provisions of the articles, the notice shall be given to all the
mem-bers, to all persons entitled to a share in consequence of the death or
bankruptcy of a member and to the directors and auditors. 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.

9. All business shall be deemed special that is transacted at an extraordinary

general meeting, and also all that is transacted at an annual general meeting,
with the exception of declaring a dividend, the consideration of the accounts,
balance sheets, and the re-ports of the directors and auditors, the election in the
place of those retiring and the appointment of, and the fixing of the
remuneration of the auditors.
10. No business shall be transacted at any general meeting unless a quorum
of mem-bers is present at the time when the meeting proceeds to business; two
persons, entitled to vote on the business to be transacted, each being a member
or a proxy for a member or a duly authorised representative of a corporation,
shall be a quorum.
11. If within half an hour from the time appointed for the meeting a quorum
is not present, or if during the course of a meeting a quorum is not present, the
meeting shall stand adjourned to the same day in the next week, at the same
time and place, or to such other day and at such other time and place as the
directors may determine.

12. The chairman, if any, of the board of directors or in his absence some
other director nominated by the directors shall preside as chairman of the
general meeting, but if neither the chairman nor such other director (if any) be
present within fifteen minutes after the time appointed for the holding of the
meeting and willing to act, the directors present shall elect one of their number
to be chairman of the meeting and, if there is only one director present and
willing to act, he shall be chairman.
 13. If at any meeting no director is willing to act as chairman or if no
director is present within fifteen minutes after the time appointed for holding
the meeting, the members present shall choose one of their number to be a
chairman of the meeting.

14. The chairman may, with the consent of any meeting at which a quorum
is present (and shall if so directed by 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 which might properly have been
transacted at the meeting had the adjournment not taken palace. When a
meeting is adjourned for fourteen days or more, at least seven clear days notice
of the adjourned meeting shall be given specifying the time and place of the
meeting and the general nature of the business to be transacted. Save as
aforesaid it shall not be necessary to give any notice of an adjournment or of the
business to be transacted at an adjourned meeting.

15. At any general meeting a resolution put to the vote of the 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:-
(a) by the chairman; or

(b) by at least three members present in person or by proxy; or

(c) by any member or members present in person or by proxy and

representing not less than one tenth of the total voting rights of
all the members having the right to vote at the meeting.

Unless a poll be so demanded a declaration by the chairman that a resolution

has on a show of hands been carried or carried unanimously, or by a particular
majority, or lost and an entry to the effect in the book containing the minutes of
proceedings of the company shall be conclusive evidence of the fact without
proof of the number or proportion of the votes recorded in favour of or against
such resolution.
The demand for a poll may, before the poll is taken, be withdrawn.
16. Except as provided in article 18, if a poll is duly demanded it shall be
taken in such manner as the chairman directs, and the result of the poll shall be
deemed to be the resolution of the meeting at which the poll was demanded.

17. In the case of an equality of votes, whether on a show of hands or on a

poll, the chairman of the meeting shall be entitled to a second or casting vote.
18. A poll demanded on the election of a chairman, or on a question of
adjournment, shall be taken immediately. A poll demanded on any other
question shall be taken either immediately or at such time as the chairman of the
meeting directs, and any business other than upon which a poll has been
demanded may be proceeded with pending the taking of the poll.

19. A resolution in writing executed by or on behalf of each member who

would have been entitled to vote upon it if it had been proposed at a general
meeting at which he was present shall have effect as if it had been passed at a
general meeting duly convened and held, and may consist of several
instruments in the like form each executed by or on behalf of one or more
member.
20. Every member shall have one vote.

21. No member shall be entitled to vote at any general meeting unless all
moneys presently payable by him to the company have been paid.

22. On a poll votes may be given either personally or by proxy.

23. The instrument appointing a proxy shall be in writing under the hand of
the appointer or of his attorney duly authorised in writing, or, if the appointer is
a corporation, either under seal or under the hand of an officer or attorney duly
authorised. A proxy need not be a member of the company.

24. The instrument appointing a proxy and the power of attorney or other
authority, if any, under which it is signed or a notary certified copy of that
power or authority shall be deposited at the registered office of the company or
at such other place within the Territory as is specified for that purpose in the
notice convening the meeting, not less than 48 hours before the time for holding
the meeting of adjourned meeting at which the person named in the instrument
proposes to vote, or, in the case of a poll, not less than 24 hours before the time
appointed for the taking of the poll, and in default the instrument of proxy shall
not be treated as valid.
25. An instrument appointing a proxy shall be in the following form or a
form as near thereto as circumstances admit:
"______________________ Limited" I/we _________________
of.________________ being _________________a Member/members of the
above named company, hereby appoint________________of _____________or
failing him, ______________ of __________________ as my/our proxy to vote
for me/us on my/our behalf at the (annual or extraordinary, as the case may be)
general meeting of the company to be held on the ______day of__________,
20__, and at any adjournment thereof.

Signed this ______________________day of__________, 20__,"

26. Where it is desired to afford members an opportunity of voting for or

against a resolution the instrument appointing a proxy shall be in the following
form or a form as near thereto as circumstances admit:-
"__________________Limited" I/we ________________
of.____________________ being _________________a Member/members of
the above named company, hereby appoint____________________ of
_____________________. or failing him, ______________ of
__________________ as my/our proxy to vote for me/us on my/our behalf at
the (annual or extraordinary, as the case may be) general meeting of the
company to be held on the ______day of__________, 20__, and at any
adjournment thereof.

Signed this ______________________day of__________, 20__,"

This form is to be used * in favour of /against the resolution. Unless otherwise

instructed, the proxy will vote as he thinks fit.
*Strike out whichever is not desired.

27. The instrument appointing a proxy shall be deemed to confer authority

to demand or join in demanding a poll.

28. A vote given in accordance with the terms of an instrument of proxy, or

poll demanded by proxy, or by the duty authorised representative of a
corporation shall be valid notwithstanding the previous determination of the
authority of the person voting or demanding a poll unless notice of the
determination was received by the company at its registered office (or at such
other place at which the instrument of proxy was duly deposited) before the
commencement of the meeting or adjourned meeting at which the proxy is used.

29. Any corporation which is a member of the company may by resolution

of its directors or other governing body authorise such person as it thinks fit to
act as its representative at any meeting Of the company, and the person so
authorised shall be entitled to exercise the same powers on behalf of the
corporation which he represents as that corporation could exercise if it were an
individual member of the company.
30. The Number of the directors and the names of the first directors shall be
determined in writing by the subscribers of the memorandum of association or a
majority of them and until such determination the signatories to the
Memorandum of Association shall be the first directors. Unless otherwise
determined by ordinary resolution, the number of directors shall not be subject
to any maximum but shall be not less than two.

31. The remuneration of the directors shall from time to time be determined
by the Company in general meeting. Such remuneration shall be deemed to
accrue from day to day. The directors shall also be paid all travelling, hotel and
other expenses properly incurred by them in attending and returning from
meetings of the directors or any committee of the directors or general meetings
of the company or in connection with the business of the company.
32. The director may exercise all the powers of the company to borrow
money, and to mortgage or charge its undertaking and property, or any part
thereof, and to issue debentures, debenture stock and other securities, whether
outright or as security for any debt, liability or obligation of the company or any
third party.
33. Subject to the provisions of the Act, the memorandum and the articles
and to any directions given by special resolution, the business of the company
shall be managed by the directors, who may exercise all the powers of the
company. No alteration of the memorandum or articles and no such directions
shall invalidate any prior act of the directors which would otherwise have been
valid. The powers given by this article shall not be limited by any special power
given to the directors by the articles and a meeting of directors at which a
quorum is present may exercise all powers exercisable by the directors.
34. The directors may by power of attorney appoint any person to be the
attorney or agent of the company for such purposes and on such conditions as
they determine, including authority for the attorney or agent to delegate all or
any of his powers.
35. All cheques, promissory notes, drafts, bills of exchange and other
negotiable instruments, and all receipts for moneys paid to the company, shall
be signed, drawn, accepted, endorsed, or otherwise executed, as they case may
be, in such manner as the directors shall from time to time by resolution
determine.

36. The directors shall cause minutes to be made in books provided for the
purpose:-
(a) of all appointments of officers made by the directors;
(b) of the names of the directors present at each meeting of the
directors and of any committee of the directors;
(c) of all resolutions and proceedings at all meetings of the
company, and of the directors, and of committees of directors.
37. The office of director shall be vacated if the director:-
(a) without the consent of the company in general meeting holds any
other office of profit under the company; or
(b) becomes bankrupt or makes any arrangement or composition
with his creditors generally; or
(c) ceases to be a director by virtue of any provision of the Act or
becomes prohibited by law from being a director; or
(d) becomes of unsound mind; or

(e) resigns his office by notice in writing to the company; or

(f) is directly or indirectly interested in any contract with the
 company and fails to declare the nature of his interest in manner
required by the Act.

A director shall not vote in respect of any contract in which he is interested or

any matter arising thereat, and if he does so vote shall not be counted.

38. The company may by ordinary resolution appoint a person who is

willing to act as director to fill a vacancy or be an additional director.

39. The directors may appoint a person who is willing to act to be a director,
either to fill a vacancy or as an additional director, but so that the total number
of directors shall not at anytime exceed the number fixed by or in accordance
with these articles. Any director so appointed shall hold office only until the
next following annual general meeting, and shall then be eligible for re-election.

40. The company may by ordinary resolution, of which special notice had
been given in accordance with section 147 of the Act, remove any director
before the expiration of his period of office notwithstanding anything in the
article or any agreement between the company and such director. Such removal
shall be without prejudice to any claim such director may have for damages for
breach of any contract of service between him and the company.

41. The company may by ordinary resolution appoint another person in

place of a director removed from office under the immediately preceding
article. Without preju-dice to the powers of the directors under article 40 the
company in general meeting may appoint any person to be a director either to
fill a vacancy or as an additional director.

42. Subject to the provisions of the articles, the directors may regulate their
meetings as they think fit. Questions arising at a meeting shall be decided by a
majority of votes. In case of an equality of votes, the chairman shall have a
second or casting vote. A director may, and the secretary at the request of a
director shall, call a meeting of the directors. It shall not be necessary to give
notice of a meeting of directors to any director who is absent from Zanzibar.

43. The quorum necessary for the transaction of the business of the
directions may be fixed by the directors, and unless so fixed shall be two.

44. The continuing directors may act notwithstanding any vacancy but, if
and so long as their number is reduced below the number fixed by or pursuant
to the articles of the company as the necessary quorum of directors, the
continuing directors or director may act for the purpose of increasing the
number of directors to that number, or of summoning a general meeting of the
company, but for no other purpose.

45. The directors may appoint one of their number to be the chairman of the
board of directors and determine the period of which he is to hold office. Unless
he is unwilling to do so, the director so appointed shall preside at every meeting
of directors at which he is present. But if no such chairman is appointed, or if he
is unwilling to preside, or if at any meeting the chairman is not present within
five minutes after the time appointed for holding the same, the directors present
may choose one of their number to be chairman of the meeting.

46. The directors may delegate any of their powers to any committee
consisting of one or more directors; any committee so formed shall in the
exercise of the powers so delegated conform to any regulations that may be
imposed on it by the directors. Subject to any other regulations, the proceedings
of a committee with two or more members shall be governed by the articles
regulating the proceedings of directors so far as they are capable of applying.

47. All acts done by a meeting of the directors or of a committee of directors

or by a person acting as a director shall, notwithstanding that it be afterwards
discovered that there was some defect in the appointment of any such director,
or that any of them were disqualified from holding office, or had vacated office,
or were not entitled to vote, be as valid as if every such person had been duly
appointed and was qualified and had continued to be a director and was entitled
to vote.

48. A resolution in writing, signed by all the directors entitled to receive

notice of a meeting of the directors, or of a committee of directors, shall be as
valid and effectual as if it had been passed at a meeting of the directors or (as
the case may be) a committee of directors duly convened and held, and may
consist of several documents in the like form each signed by one or more
directors.

49. The secretary shall be appointed by the directors for such term, at such
remuneration and upon such conditions as they may think fit; and any secretary
so appointed may be removed by them.

50. A provisions of the Act or these articles requiring or authorising a thing

to be done by or to a director and the secretary shall not be satisfied by its being
done by or to the same person acting both as director and as, or in place of, the
secretary.
51.The seal shall only be used by the authority of the directors or of a
committee of the directors authorised by the directors. The directors may
determine who shall sign any instrument to which the seal is affixed and unless
otherwise so determined it shall be signed by a director and by the secretary or
by a second director.

52. The directors shall cause proper books of account to be kept with respect
to:-
(a) all sums of money received and expended by the company and
the matters in respect of which the receipt and expenditure takes
 place;
(b) all sales and purchase of goods by the company; and
(c) the assets and liabilities of the company.
Property books shall not be deemed to be kept if there are not kept such books
of account as are necessary to give a true and fair view of the state of the
company's affairs and to explain its transactions.

53. The books of account shall be kept at the registered officer of the
company, or subject to section 153(3) of the Act, at such other place or places
as the directors think fit, and shall always be open to the inspection of the
directors.

54. No member shall have any right of inspecting any accounting records or
other book or document of the company except as conferred by statute or
authorised by the directors or by ordinary resolution of the company.

55. The directors shall from time to time in accordance with sections 155,
157 and 163 of the Act, cause to be prepared and to be laid before the company
in general meet-ing, such profit and loss accounts, balance sheets, group
accounts, if any, and reports as are referred to in those sections.

56. In accordance with sections 163 and 164 of the Act, the copy of the
company's annual accounts to be laid before the company in general meeting
together with a copy of the director's report and the auditor's report shall not
less than twenty-one days before the date of the meeting be sent to every
member of, and every holder of debentures of, the company. Provided that this
regulation shall not require a copy of those documents to be sent to any person
of whose address the company is not aware or to more than one of the joint
holders of any debentures.

57. Auditors shall be appointed and their duties regulated in accordance with
sections 165 to 168 of the Act.
58. Any notice to be given to or by any person pursuant to the articles shall
be in writing except that a notice calling a meeting of directors need not be in
writing. The company may give any notice to a member either personally or by
sending it by post in a prepaid envelope addressed to the member at his
registered address, or by leaving it at that address. Where a notice is sent by
post, service of the notice shall be deemed to be effected by properly
addressing, prepaying, and posting a letter containing the notice, and to have
been effected at the expiration of seventy-two hours after the letter containing
the same was posted. A member whose registered address is not within the
Zanzibar and who gives to the company an address within the Zanzibar at
which notices may be given him shall be entitled to have notices given to him at
that address, but otherwise no such member shall be entitled to receive any
notice from the company.
 Number of Shares
Name, address and taken by each Signature of
description of subscriber Subscriber subscribers
1.
2.
3.
4.
5.
6.
7.

Total shares taken ________________________________

Witness to the above signatures.
Name:……………………….....................
Address:………………….........................
Qualification:…………….........................
Signature:………………….......................
Dated this ___ day of ___________, 20__

TABLE D
MEMORANDUM AND ARTICLES OF ASSOCIATION OF A
COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE
CAPITAL
Memorandum of Association
is
1st The name of the company is "____________________ Limited".
2nd The registered office of the company is situated at ________
3rd The Objects for which the company is established are,
4thThe liability of the members is limited.
5th Every member of the company 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 year afterwards, for payment of the debts and liabilities of the company
contracted before he ceases to be a member, and the costs, charges and
expenses of winding up, and for the adjustment of the rights of the
contributories among themselves, such amount as may be required not
exceeding shillings …………………..

6th The share capital of the company shall consist of shillings _____________
divided into _________ shares of ______________ shillings each.
We, the persons whose names and addresses are subscribed, desire to be formed
into a company, in pursuance of this memorandum of association, and we
respectively agree to take the number of shares in the capital of the company set
opposite our respective names.
Number of Shares
Names, address and taken by each Signatures of
description of subscriber Subscriber subscribers

1.
2.
3.
4.
5.
6.
7.
Witness to the above signatures.
Name:…………………………...................
Address:………………………....................
Qualification:……………….........................
Signature:…………………….......................
Dated this ____ day of ___________, 20___
ARTICLES OF ASSOCIATION TO A COMPANY PRECEDING
MEMORANDUM OF ASSOCIATION

1. The number of members with which the company proposes to be

registered is …….., but the directors may from time to time register an increase
of members.
2. The regulations of table A set out in the Schedule to the Companies Act
shall be deemed to be incorporated with these articles and shall apply to the
company.

We, the persons whose names and addresses are subscribed, desire to be formed
into a company, in pursuance of this memorandum of association, and we
respectively agree to take the number of shares in the capital of the company set
opposite our respective names.

Names, address and occupations of

Signatures of
subscriber
subscribers
1.
2.
3.
4.
5.

Witness to the above signatures.

Name:………………………………………………..
Address:……………………………………………...
Qualification:………………………………………...
Signature:………………………………………….....
Dated this ______ day of _______________, 20____

TABLE E
REGULATIONS FOR MANAGEMENT
OF A SINGLE MEMBER PRIVATE COMPANY LIMITED

1. In the interpretation of these articles the following expressions shall have

the following meanings unless repugnant to or inconsistent with the subject
articles:-
(a) "alternate nominee director" means an individual nominated by
the single member to act as nominee director in case of non-
availability of nominee director;
(b) "company" or "this company" means XYZ (SMC-Private)
Limited;
(c) "directors" or "board of directors" means board of directors so
that it may consist of only the sole director or more than one
directors if so appointed under the relevant provisions of the Act;

(d) "in writing" means written or printed or partly written and partly
printed or lithographed or typewritten or other substitute for
writing;
(e) "member director" means an individual becoming director due to
membership of the company in terms of section 186;
(f) "nominee director" means an individual nominated by the single
member to act as director in case of death of single member;
(g) "private company" means a private company other than a single
member company;

(h) "rule" means the rule of the Single Member Companies Rules;
 (i) "section" means section of the Companies Act; and
(j) "sole director" means the director of the company who is for the
time being the only director and the single member of the
company.
2. Any provision of the Act or rules and regulations made thereunder which
apply in relation to a private company limited by shares incorporated under the
Act shall, in the absence of any express provision to the contrary, apply in
relation to a single member company as it applies in relation to such a company
which is formed by two or more persons or which has two or more persons as
members.
3. The company is a single member company and as such being a private
company limited by shares:-
(a) it shall not issue invitation to the public to subscribe for any
share of the company;
(b) the company shall not register any share(s) in the name of two or
more persons to hold one or more shares individually or jointly;
and
(c) number of the members of the company shall be limited to one.

4. The company may increase the nominal share capital in accordance with
sections 71.

5. Share certificate(s) shall be issued under the seal of the Company and
shall be signed by the member director, and in case of his death, by the nominee
director and the secretary.

6. The company may, upon passing of a special resolution, issue further

shares or transfer existing shares or part thereof causing the number of members
to become two or more in accordance with the rules but it shall become a
private company thereafter.

7. The company shall not transfer all of the shares of a single member to two
or more persons or part of shares of single member to other person(s) or allot
further shares to any person other than the single member or, at any time, allow
transfer of shares or allotment of shares or both resulting in number of members
to become two or more, except under the authority of a special resolution for
change of status from single member company to private company and to alter
its articles accordingly.

8. The single member may transfer all of his shares to a single person under
the authority of an ordinary resolution whereby the company shall remain a
single member company as it was before such transfer.
 9. A person whose name is entered as a member in the register of members
shall be entitled to receive, within ninety days after allotment or within forty
five days of the application for registration of transfer, a certificate under the
seal specifying the share or shares held by him.

10. Transfer and transmission of shares shall be in accordance with

provisions of sections 79 to 86.
11. In case of death of the single member, the power to register or refuse
transfer of shares shall be exercised by the secretary and the nominee director
under the rules.

12. If the company allots further shares or the shares held by the single
member are transferred in total or in part and as a result thereof the company
becomes a private company, the fact that it has converted from a single member
company to a private company and number of its members has increased to two
or more shall be recorded in the register of members along with the date of the
event and the particulars of the members.
13.Transmission of shares to the legal heirs shall be recorded in the register
of members by the secretary and the nominee director.
Change of Status
14. The company may convert itself from single member private company
to a private company in accordance with the provisions of rule 4.

15. A general meeting, to be called annual general meeting, shall be held, in

accordance with the provisions of section 136 and rule 5.

16. All general meetings of the company other than an annual general
meeting as specified in section 137 shall be called extraordinary general
meetings and shall be deemed to be held in accordance with the provisions of
rule 5.

17. The secretary shall attend all the meetings of the company but shall have
no vote.

18. In case where the law specifies time period for giving of notice of any
meeting of the members or of director(s), requirements of the law shall be
deemed to have been complied with if both the secretary and the members are
notified of the meeting and they attend such meeting provided that in case of
annual general meeting the time period for giving of notice to the auditor of the
company shall not be less than twenty one days.

19. The single member present in person or through proxy shall be the
quorum for the general meeting provided that secretary shall not act as proxy of
the single member.

20. If the single member takes any decision which is required to be taken in
a meeting of the board or in the general meeting or by means of a resolution and
such decision is delivered by the single member in writing, within three days of
such decision, to the company for entry in the minute book and is so recorded,
that decision shall be valid as if agreed in such a meeting.

21. The company shall always have the single member as a director but it,
may have such number of other director who fulfill the conditions as specified
in section 189.

22. The board or the general meeting shall not have the power to remove the
member director but the single member (or member director) shall have the
power to remove any director, chief executive or secretary through a resolution.

23. The director shall have the powers as specified in section 36.

24. The director shall appoint a chief executive in accordance with the
provisions of sections 17 and 38.

25. The director shall cause minutes to be made in books as required under
section 151.
26. A single member private limited company shall appoint a secretary in
terms of sections 191, 192 and rule 6 who shall be responsible for discharge of
duties and functions normally discharged by a secretary under the corporate
laws and secretarial practice.

27. The secretary shall be appointed at the time of incorporation and

subsequently on the same day or the day next following his resignation or
removal or in case of his death within seven days of the event.

28. The sole director shall not be the secretary of the company.

29. Contract between the company and single member shall be made in
accordance with the provisions of rule 8.

30. The company may declare dividends and pay in accordance with the
provisions of section 184.

31. The director(s) shall cause to keep proper books of account in

accordance with the provisions of section 154 and shall, as required by sections
156, 158 and 164, cause to be prepared and to be laid before the company in
general meeting such profit and loss accounts or income and expenditure
accounts and balance sheets duly audited and reports as are referred to in those
sections. They shall in all respects comply with the provisions of section 154 to
160.

32. So long as the company has only one director, the requirements of
section 241 shall be deemed to have been met if the balance sheet and profit and
loss account is authenticated by the sole director.

33. Auditors shall be appointed and their duties regulated in accordance with
the provisions of sections 166 to 169.
34. The director shall provide for the safe custody of the seal and the seal
shall not be affixed to any instrument except by the authority of a resolution of
the board of directors or by a committee of director authorized in that behalf by
the member director and in the presence of at least member director and of the
secretary or such other person as the director may appoint for the purpose; and
the member director and the secretary or other person as aforesaid shall sign
every instrument to which the seal of the company is affixed in their presence.

TABLE F
MEMORANDUM AND ARTICLES OF ASSOCIATION. OF AN
UNLIMITED COMPANY HAVING A SHARE CAPITAL
Memorandum of Association

1st The name of the company is "

2nd The objects for which the company is established are

We, the persons whose names and addresses are subscribed, desire to be formed
into a company, in pursuance of this memorandum of association, and we
respectively agree to
take the number of shares in the capital of the company set opposite our
respective names.

Names, address and Signatures of

occupations of subscriber subscribers
1.
2.
3.
4.
5.

Witness to the above signatures.

Name:……………………………………...
Address:……………………………………
Qualification:……………………………....
Signature:………………………………….
Dated this ____ day of __________, 20___
 ARTICLES OF ASSOCIATION TO ACCOMPANY PRECEDING
MEMORANDUM OF ASSOCIATION

1. The number of members with which the company proposes to be

registered is, but the directors may from time to time register an increase of
members.

2. The share capital of the company is ________________.shillings divided

into_______ shares of shillings _____________ each.

3. The company may by special resolution:-

(a) increase the share capital by such sum to be divided into shares
of such amount as the resolution may prescribe;
(b) consolidate its shares into shares of a larger amount than its
existing shares;

(c) sub-divide its shares into shares of a smaller amount than its
existing shares;

(d) cancel any shares which at the date of the passing of the
resolution have not been taken or agreed to be taken by any
person;

(e) reduce its share capital in any way.

4.The regulations of Table A set out in the Schedule to the Companies Act
(other than regulations 34 to 36 inclusive) shall be deemed to be incorporated
with, these articles and shall apply to the company.

Signatures of subscribers

Dated this........... day of 20..........

Witness to the above signatures

SECOND SCHEDULE
Section 269
FINES, DEFAULT FINES AND SUMMARY CONVICTIONS
Made under section 269of the Companies Act 2013

1 Citation, commencement and interpretation"Default Fine"

1.1 For the purposes of section 269 of the Act, the amount of a daily default
fine is two percent of the fine that is imposed for the initial commission of
the offence for each day of continued default.
2 Punishment of Offences under the Act
2.1 The Schedule to this Act has effect with respect to the way in which
Offences under the Act are punishable on conviction.
2.2 The first column of the Schedule specifies an offence under the Act. The
second column of the Schedule describes the general nature of the
offence. The third column of the Schedule shows the maximum
punishment by way of fine, which may be imposed on a person convicted
of the offence.
2.3 The following maximum Grades of fine apply to offences under the Act:
(a) Grade A - forty thousand shillings. (This is the highest Grade of
fine, reserved for the gravest offences under the Act).

(b) Grade B - twenty five thousand. (This Grade of fine is in respect

of serious offences)
(c) Grade C - fifteen thousandshillings. (This is the lowest Grade of
fine, reserved for minor offences under the Act)

SCHEDULE

Section of General nature Maximum

Act creating of the offence Punishment
the offence

FINES
19(7) Body altering the provisions of its memorandu Fine:[Grade
C]
or articles without the consent of the Registrar
20(4) Company failing to change name on direction Fine:[Grade
C]
of the Registrar.
21(4) Improper use of "limited" for company not Fine:[Grad
B]
incorporated with limited liability
45(3) Private company offering shares to the public or Fine:[Grade
A]
allotting shares with a view to their being so
offered.
47(3)(b) Prospectus inconsistent with regulations. Fine: [Grade
A]
48(2) Prospectus issued in contravention of section 48 Fine:[Grade
A]
49(4) Prospectus issued without a copy being delivered Fine: [Grade
B]
to the registrar, or delivered without the required
documents.
56(4) Failure to comply with provisions relating to Fine: [Grade
A]
prohibition ofallotment and statement in lieu of
a prospectus.
58(3) Company failing to comply with section 58 Fine: [Grade
B]
(provisions relating applications for, and
allotment of, shares and debentures).
59(3) Company failing to comply with section 59 Fine: [Grade
B]
(provisions relating allotment of shares and
debentures to be dealt in on stock exchange)
60(3) Company failing to deliver to the Registrar a Fine: [Grade
B]
return of allotments.
61(4) Company failing to deliver to the Registrar the Fine: [Grade
B]
statement in the prescribed form specified under
the provisions of the section 61.

Section of General nature of the offence Maximum

Act creating Punishment
the offence

62(2) Company giving financial assistance for Fine: [Grade A]

purchase or
subscription for its own or
holding company's shares.
74(4) Company failing to advertise a special Fine: [Grade B]
resolution reducing its share capital.
94(4) Company refusing to permit debenture Fine: [Grade B]
holders or shareholders to inspect register of
debenture holders, or to refusing to supply
copy of trust deed.
104(2) Person authorizing delivery of debenture of Fine: [Grade C]
certificate of debenture stock without
endorsement of certificate of registration
given under Section 103(3).
107(3) Failing to give notice to the Registrar of Fine: [Grade C]
appointment of receiver or manager, or of
his ceasing to act.
109(2) Officer of company authorizing or permitting Fine: [Grade C]
omission from company register of charges.

110(2) Officer of company refusing inspection of Fine: [Grade C]

charging instrument or of register of charges.
113(2) Company failing to paint or affix its Fine:[Grade C]
name on the outside of its office or place
of business.

113(3) Company failing to have its name engraved on Fine: [Grade B]

its seal or failing to have its name and
registered office mentioned on its letters and
publications.

113(4) Use of seal or issue of letter or invoice where Fine:

[Grade C]
company name or registered office not correctly
stated thereon.
Section of General nature of the offence Maximum
Act creating Punishment
the offence

114(2) Company failing to state amount of paid up Fine: [Grade C]

capital where authorized capital stated.
115(6) Company commencing business or exercising Fine: [Grade B]
borrowing powers in breach of section 115(1).
119(3) Refusal of inspection of members' register Fine: [Grade B]
or failure to send copy of register on request.
135(9) Failure to comply with provisions section Fine: [Grade A]
138 (relating to statutory meeting and statutory
report).
140(2) Company failing to state in notice calling Fine: [Grade C]
meeting that members may vote by proxy.
141(4) Invitations to vote by proxy sent to only Fine: [Grade C]
some of members.
145(7) Officer of company in default as to circulation Fine:
[Grade B]
of members' resolution for company meeting.
148(6) Company failing to send copies of resolution Fine: [Grade C]
or agreement to Registrar.
152(3) Refusal of inspection minutes of general Fine: [Grade B]
meeting; failure to send copy of minutes to
member on request.
161(4) Director approving accounts which do not Fine: [Grade A]
comply with requirements of act.
162(3) Laying, circulating or delivering balance Fine: [Grade C]
sheet, profit and loss account and Auditors'
report without complying with provisions of
section 162.
164(3) Failing to send annual accounts, directors' Fine: [Grade C]
report and auditors' report to those entitled
to receive them.

Section of General nature of the offence Maximum

Act creating Punishment
the offence

168(4) Person not qualified so to act appointed as Fine: [Grade B]

Auditor.
170(3) Officer of company failing to produce, Fine: [Grade A]
books or furnish information following an
order under section 170.
194(4) Person not qualified so to act appointed Fine: [Grade B]
as Director.
195(5) Unqualified person acting as director. Fine: [Grade B]

199(2) Person failing to give required notice of Fine: [Grade B]

age or acting as director under invalid or
terminated appointment.
207(2)(b) Director failing to send notice payment Fine: [Grade B]
for loss of office etc…
209(8) Company failing to keep a register of Fine: [Grade C ]
directors' shareholdings, or refusing
inspection of such register or failing to
deliver a copy when required or produce
such register at annual general meeting.
212(4) Failure to comply with provisions of Fine: [Grade B]
section 212 (duty to make disclosure for
 purpose of sections 209, 210 and 211).
213(4) Director failing to disclose interest in a Fine: [Grade A]
contract.
215(6)(b) Company failing to keep service contracts Fine: [Grade C]
of directors, or refusing inspection of such
contracts or failing to deliver notice to
Registrar.
220(4) Company failing to comply with Fine: [Grade B]
requirements of section 220 (circulation of
information as to compromise).
Section of General
nature of the offence Maximum
Act creating
Punishment
the offence

220(5) Failure of director of the company and Fine: [Grade B]

trustee for debenture holders to give notice
to the company.
225(2) Failure to give notice of resolution to Fine: [Grade B]
up wind

229(6) Failure to deliver the declaration of Fine: [Grade B]

solvency to the Registrar.
233(3) Failure of liquidator to convene a general Fine: [Grade B]
meeting in case of winding up continuing
for more than one year.
234(4) Failure to deliver a copy of account or Fine: [Grade B]
return.
234(6) Failure to convene a meeting prior to Fine: [Grade B]
dissolution.
246 Foreign company failing to comply with Fine: [Grade C]
the provisions of Part VI of the Act.
252 Contravention of any of the provisions Fine: [Grade A]
of sections 248 to 251.
259(4) Person untruthfully stating himself to be Fine: [Grade A]
member or creditor of a company.
263(2) Company failing to keep register, index, Fine: [Grade C]
minute book or book of account, e.t.c.
Trading or carrying on business with Fine: [Grade C]
improper use of "limited"
DEFAULT FINE
7(7) Company failing to give notice or delive Fine: [Grade C]
any document to the Registrar as
required by section 7(6).
Section of General
nature of the offence Maximum
Act creating
Punishment
the offence

9(3) Company failing to give the Registrar notice Fine: [Grade C]

of an increase in the number of a company's
members beyond the registered number.

19(8) Body altering the provisions of its Fine: [Grade C]

memorandum or articles without the consent of
the Registrar.
20(4) Company failing to change name on direction Fine: [Grade C]
of the Registrar.
21(4) Trading or carrying on business with improper Fine: [Grade B]
use of the ward "limited"
26(2) Company failing to send to one of its members Fine: [Grade C]
members a copy of the memorandum or articles,
when so required by the member.

27(2) Where company's memorandum altered, Fine: [Grade C]

company issuing copy of the Memorandum
without the alteration.
32(3) Failure to deliver statement in lieu of prospectus Fine: [Grade B]
to Registrar
65(3) Company failing to contain particulars of the Fine: [Grade B]
discount allowed in the prospectus issuing
shares at a discount.
70(2) Company failing to give notice to the Registrar Fine:
[Grade C]
of a consolidation, division, conversion,
redemption or cancellation of shares. Fine: [Grade C]

71(3) Company failing to give notice to Registrar

of increase in share capital beyond the
registered capital. Fine: [Grade C]
Section of General
nature of the offence Maximum
Act creating
Punishment
the offence

78(5) Company failing to deliver copy of order made Fine: [Grade C]

under section 78 to Registrar

85(2) Company failing to send notice of a refusal to Fine: [Grade C]

register a transfer of any shares or debentures.

87(2) Company failing to complete certificates Fine: [Grade C]

following allotment or transfer.
101(3) Company failing to deliver to the Registrar Fine: [Grade A]
particulars of charge created by it or issue
of debentures which requires registration.

102(2) Company failing to deliver to the Registrar Fine: [Grade A]

particulars of charge on property acquired.

113(2) Company failing to paint or affix its name on Fine: [Grade C]

the outside of its office or place of business.

116(4) Company failing to keep register of members, Fine: [Grade C]

or failing to send notice to Registrar of place
where register of members is kept.

117(4) Company failing to keep index of members. Fine: [Grade C]

125(3) Company failing to give notice to the Registrar

in respect of branch register. Fine: [Grade C]
126(7) Company failing to transmit to its registered Fine: [Grade C]
office copy of entry in branch register, or to
keep a duplicate of it branch register.
129(3) Company having share capital failing to make Fine: [Grade B]
annual return.
130(3) Company not having share capital failing to Fine: [Grade B]
deliver annual return.

Section of General
nature of the offence Maximum
Act creating
Punishment
the offence
131(2) Company failing to complete annual return in Fine: [Grade B]
complying with section 131.
132(3) Company failing to annex required documents Fine: [Grade B]
to the annual return.
136(5) Company default in holding annual general Fine: [Grade A]
meeting.
148(5) Company failing to send copies of resolution Fine: [Grade C]
or agreement to Registrar.
151(4) Company failing to keep minutes of proceedings Fine: [Grade C]
at company and board meetings.
164(3) Failing to send annual accounts, directors' Fine: [Grade C]
report and auditors' report to those entitled to
receive them.
166(3) Company failing to give notice to Court that Fine: [Grade C]
no auditorappointed or re-appointed.
167(4) Company failing to give notice to Court that Fine: [Grade C]
auditor removed from office.
209(8) Company failing to keep a register of directors' Fine: [Grade B]
shareholdings, or refusing inspection of such
register or failing to deliver a copy when
required or produce such register at annual
general meeting.
214(7) Company failing to keep a register of directors Fine: [Grade B]
and secretaries, or refusing inspection of such
register or failing to deliver return to Registrar.
215(6)(b) Company failing to keep service contracts of Fine: [Grade B]
directors, or refusing inspection of such contracts
or failing to deliver notice to Registrar.

Section of General
nature of the offence Maximum
Act creating
Punishment
the offence

219(4) Company failing to deliver copy of order to Fine: [Grade C]

Registrar, or failing to annex copy of order to
memorandum.

221(3) Company failing to deliver copy of order Fine: [Grade C]

 made under section 221 to Registrar.

223(4) Company failing to deliver copy of order Fine: [Grade C]

made under section 223 to Registrar.

225(2) Failure to give notice of resolution to wind up Fine: [Grade B]

229(6) Failure to deliver the declaration of solvency Fine: [Grade B]

to the Registrar.

234(4) Failure to deliver a copy of account or return. Fine: [Grade B]

261(4) Company default in complying with section Fine: [Grade C]

247 (circulation of copy of statement)

263(2) Company failing to keep register, index, Fine: [Grade B]

minute book or book of account, e.t.c.

234(4) Failure to deliver a copy of account or return. Fine: [Grade B]

SUMMARY CONVICTION

34(6) Failure to enter name and address in the Fine: [Grade C]

register of members.

41(4) Failure of company to use a common seal Fine: [Grade C]

PASSED on the House of Representatives of Zanzibar on 17th day of October,

2013.

(YAHYA KHAMIS HAMAD)

Clerk of the House of Representatives of Zanzibar