CHAPTER 388 - COMPANIES ACT: SUBSIDIARY LEGISLATION

INDEX TO SUBSIDIARY LEGISLATION

Companies (Transitional Provisions) Regulations

Companies (Fees) Regulations

Companies (Prescribed Forms) Regulations

Companies (Resident Directors) (No. 2) Order, 2000

Companies (Fees ) (Exemption ) (No. 3) Order , 2000

Companies (Fees) (Partial Exemption) Order, 2004

Companies (Winding-Up) Rules, 2004

COMPANIES (TRANSITIONAL PROVISIONS) REGULATIONS

[Section 400]

Arrangement of Regulations

   Regulation

   1.   Title

   2.   Suspension of staff provisions

   3.   Suspension of audit and director's report requirements for private companies

[Regulations by the Minister]

SI 15 of 1995.

1.   Title

These Regulations may be cited as the Companies (Transitional Provisions) Regulations.

2.   Suspension of staff provisions

   (1) The operation of sections 367 and 368 of the Act is hereby suspended until—

      (a)   31st December, 1997; or

      (b)   such date as the Registrar may appoint by notice published in the Gazette;

whichever is earlier.

   (2) All persons who, immediately before the commencement of the Act, performed functions and held responsibilities under the former Act shall continue to perform those functions and hold those responsibilities under the same terms and conditions.

3.   Suspension of audit and director's report requirements for private companies

   (1) The operation of Divisions 8.2 and 8.3 of the Act are suspended in relation to a private company until 1st January, 1997.

   (2) On and from 1st January, 1997, those Divisions shall apply to a private company as if the Act had commenced on that day.

COMPANIES (FEES) REGULATIONS

[Section 400]

[Currency mentioned in this regulation should be re-denominated as stipulated under S 4 of Re-denomination Act, 2012, read with S 29 of Bank of Zambia Act, 1996.]

Arrangement of Regulations

   Regulation

   1.   Title

   2.   Fees

      SCHEDULE

[Regulations by the Minister]

SI 16 of 1995.

1.   Title

These Regulations may be cited as the Companies (Fees) Regulations.

2.   Fees

The several fees set out in the Schedule are the prescribed fees for the matters mentioned therein.

SCHEDULE

[Regulation 2]

TABLE 1

FEES PAYABLE BY A COMPANY (OTHER THAN A FOREIGN COMPANY) UNDER THE ACT

PART 1— COMPANIES LIMITED BY SHARES

Fee units

1.

Registration of the company; for every K200 of the nominal capital of the company (but in no case shall the nominal capital be less than five hundred thousand kwacha)

1

2.

Registration of any increase of capital after the first registration of the company; for every K200 of the increase or part thereof

1

3.

Certificate of incorporation

100

4.

Registration of an altered memorandum of association and order of court to confirm the same

130

5.

Registration of change of name and issue of certificate thereof

600

6.

Registration of any prospectus pursuant to section 126 of the Act

250

7.

Registration of any document required to be registered on incorporation of a company—

   (a)   Consent to act as director- Companies Form 5

20

   (b)   Declaration of compliance- Companies Form 11

20

   (c)   Any document not specified above, including annual returns

40

   (d)   Alteration or change of registered particulars of directors, or of the registered office of the company

50

8.

Registration of a mortgage, debenture or other charge

500

9.

Copies of any deed or other document—

   (a)   when prepared by an official

50

   (b)   when prepared by the applicant

40

   (c)   for any certificate issued

50

10.

Inspection of any document relating to any company filed with the Registrar

40

11.

Inspection of entries in the registers kept by the Registrar relating to any one company

50

12.

Name search or clearance

50

13.

Collating documents for certification, for every folio

10

14.

Name reservation

200

15.

Late filing of any of the prescribed forms—

   (a)   For documents filed later than thirty days, but not later than three months, after the prescribed date

200

   (b)   For documents filed later than three months, but not later than six months, after the prescribed date

400

   (c)   For documents filed later than six months after the prescribed date

800

PART 2—COMPANIES LIMITED BY GUARANTEE

Fee units

1.

Registration of the company—

   (a)   where the number of members is stated in the Articles of Association to be 5 or less than 5

125

   (b)   for each additional 5 members or fraction thereof

100

2.

Conversion into a company limited by shares at K500,000 share capital

Nil

3.

Certificate of incorporation

100

4.

Registration of altered memorandum of association and order of court confirming the same

300

5.

Registration of change of name and issue of certificate thereof

600

6.

Registration of any document or the recording of any authorised document required to be registered or recorded or required to be delivered, sent or forwarded to the Registrar and not previously specified

40

TABLE 2

TABLE OF FEES PAYABLE BY A FOREIGN COMPANY UNDER THE ACT

Fee units

1.

Registration of the certified copy of the charter, statutes or memorandum and articles of association of the company or other instrument constituting or defining the constitution of the company (in English)

100

2.

Registration of any alteration in any such instrument

400

3.

Registration of any document or making a record of any fact authorised to be delivered, sent, or forwarded to the Registrar and not previously specified

150

4.

Any certificate issued by the Registrar

150

5.

Inspection of any document relating to any company filed with the Registrar

100

6.

Inspection of entries in the register kept by the Registrar relating to any one company

60

7.

Copies of any instrument—

   (a)   when prepared by an official, for every folio

100

   (b)   when prepared by the applicant, for every folio

60

8.

Collating document for certificate, for every folio or part thereof

10

COMPANIES (PRESCRIBED FORMS) REGULATIONS

[Section 400]

Arrangement of Regulations

   Regulation

   1.   Title

   2.   Prescribed forms

      SCHEDULE

[Regulations by the Minister]

SI 17 of 1995,

SI 30 of 2005,

SI 79 of 2011.

1.   Title

These Regulations may be cited as the Companies (Prescribed Forms) Regulations.

2.   Prescribed forms

The forms set out in the Schedule shall be the prescribed forms for the purposes of the sections of the Act mentioned in the several forms.

SCHEDULE

[Regulation 2]

Titles of Companies Forms

Form No.

Form Title

1.

Application for incorporation as a public company (Section 6)

2.

Application for Incorporation as private company limited by shares (Section 6).

3.

Application for Incorporation as a company limited by guarantee (Section 6)

4.

Application for incorporation as an unlimited company (Section 6)

5.

Declaration of consent to act as directors as secretary (Section 6)

6.

Certificate of incorporation as a public company (Section 6)

7.

Certificate of incorporation of a private company limited by shares (section 10).

8.

Certificate of incorporation of company limited by guarantee (Section 10).

9.

Certificate of incorporation of an unlimited company (Section 10)

10.

Certificate of share capital (Section 10).

11.

Declaration of compliance (Section 9).

12.

Declaration of compliance with minimum capital requirements for a public company (Section 15).

13.

Certificate of minimum capital (Section 15)

14.

Application for conversion of company (Section 35).

15.

Replacement certificate of incorporation for a company converted to a public company (Section 36).

16.

Replacement certificate of incorporation for a company converted to a public company limited by shares (Section 36).

17.

Replacement certificate of incorporation converted to a company limited by guarantee (Section 36).

18.

Replacement certificate of incorporation converted to an unlimited company (Section 36).

19.

Application for reservation of name (Section 38).

20.

Notice of reservation of name (Section 38).

21.

Application for change of company name (Section 40).

22.

Replacement certificate of incorporation for change of name of a public company (Section 40).

23.

Replacement certificate of incorporation for change of name of private company limited by shares (Section 40).

24.

Replacement certificate of incorporation for change of name of a company limited by guarantee (Section 40).

25.

Replacement certificate of incorporation for change of name of an unlimited company (Section 40).

26.

Notice of change of financial year of a company (Section 42).

27.

Form of transfer of fully-paid shares in a company limited by shares (Section 57).

28.

Return of allotment of shares (Section 63).

29.

Notice of alteration in capital (Section 74).

30.

Replacement certificate of share capital (Section 74 and 79).

31.

Particulars of charge or mortgage (Section 99).

32.

Particulars of a mortgage or charge subject of which property has been acquired (Section 99).

33.

Particulars of series of debentures where property is charged (Section 99).

34.

Particulars of an issue of debenture in a series (Section 97).

35.

Memorandum of satisfaction/discharge and release from mortgage or charges (Section 102).

36.

Notice of variation in a mortgage or charge (Section 103).

37.

Notice of Entry into possession as Mortgagees (Section 104).

38.

Notice that Mortgage has gone out of possession (Section 104).

39.

Notice of Appointment of Receiver or Receiver and Manager (Section 109).

40.

Notice of Address of Receiver or Receiver and Manager (Section 109).

41.

Notice of Ceasing to Act as Receiver or Receiver and Manager (Section 109).

42.

Annual Return of a Company Limited by Shares (Section 184).

43.

Notice of change of situation of Registered Office or Registered Postal Address (Section 190).

44.

Notice of Change of situation of Registered Records Office (Section 191).

45.

Notice of Changes in Directors or Secretaries (Section 226).

46.

Application for Registered as a Foreign Company Statement of particulars of a Foreign Company (Section 245).

47.

Notice of Alteration of the Registered Instrument Constituting or defining the Constitution of Foreign Company (Section 247).

48.

Notice of Alteration of the Registered particulars of a Foreign Company (Section 247).

49.

Notice of Winding-up or Dissolution of a Foreign Company in Country of Incorporation (Section).

50.

Notice of Cessation of Business of Foreign Company in Zambia (Section 258).

51.

Return of Final Winding-up-Meeting (Section 324).

52.

Companies form Lodgment Schedule.

53.

Certificate of Compliance of a Private Company (Section 188).

54.

Notice of Persons Ceasing to be Members of a Company Limited by Guarantee (Section 19).

55.

Declaration of Compliance with Minimum Capital Requirements for a Public Company (Section 18).

56.

Certificate of Minimum Capital (Section 18).

57.

Notice of Ceasing to Act as Liquidator (Section 337).

58.

Annual Return of a Company Limited Guarantee (Section 184).

59.

Notice of Appointment of Liquidator (Section 337).

60.

Foreign Companies (Statement in the Form of Balance Sheet)(Section 251(1)).

61.

Processing Schedule.

62.

Notice of Person Becoming Members of a Company Limited by Guarantee (Section 19(3)(a)).

63.

Replacement Certificate of Incorporation for a Company Limited by Guarantee (Section 39) (Dropping word “Limited” in its name).

64.

Certificate of Status of Business/Business Person.

65.

Notice of Transmission of Shares in a Company (Section 70)

66.

Notice to Verify Statement of Company Affairs (Section 109a)

67.

Application for Accreditation as Receiver (Section 111)

68.

Application for Accreditation as Liquidator (Section 332)

69.

Certificate of Accreditation as a Receiver (Section 111)

70.

Certificate of Accreditation as a Liquidator (Section 332)

71.

Certificate of Accreditation as a Receiver (Section 188a)

72.

Notice to Dispose off the Company Assets (Section 334)

COMPANIES FORM 1

APPLICATION FOR INCORPORATION AS PUBLIC COMPANY

[Section 6]

NOTE: A public company must have share capital (Section 14). It has the capacity to enter any business, unless restricted by its articles (section 22). However, it is bound by its acts even if they are contrary to restrictions in its articles (sections 23 and 24). If it is wound up and its assets are insufficient to cover its liabilities, the liability of its shareholders is limited to the amount left unpaid on their shares (sections 265 and 266).

(1)    Name of company………………………………………………………… PLC

(2)   

(3)    General nature of business:

      (a)   Principal business: ……………………………………………………

       ……………………………………………………………………………

      (b)   …………………………………………………………………………….

(4)   *The articles do not restrict the business that the company may conduct.

OR

*The articles restrict the business that the company may conduct as follows:

(5)   Physical situation of registered office: …………………………………………

………………………………………………………………………………….

(6)   Postal address of the company …………………………………………………

E-mail Address …………………………………………………………………

Telephone/Cell Number ……………………………………………………….

(7)   Nominal Capital:

K ...................................................,

US$ ..............................................,

£ ....………………………………......

Divided into ………………………………… shares of K …………… each share.

(8)   *The articles place no limit on the number of shareholders of the company.

OR

*The articles limit the number of shareholders to ……………………………….

(9)   Date of beginning of second financial year (if not anniversary of date of incorporation) is …………………………………………………………………………………………………………………………………………………………..

*Delete whichever is not applicable

Note that forms must be typewritten or printed in duplicate

(10)   Article to be used (tick as applicable)

…… Standard articles

…… Articles proposed by subscribers

(11)   Particulars of first directors:

Present forenames and surnames

Former forenames or surnames if any

Nationality and NRC No. or passport No.

Residential and postal address

Occupation, and other bodies corporate in which directorship is held

(12)   Particulars of first secretary of company

       (a)    (if an individual):

Present forenames and surnames

Former forenames or surnames if any

Nationality and NRC No. or passport No.

Residential and postal address

Occupation, and other bodies corporate in which secretaryship is held

       (b)    (if a body corporate):

Name of body corporate

Registered office of body corporate

Registered postal address

Name of any other body corporate in which secretaryship is held

Address of principal office, if different from registered office

NOTE: Where all the partners in a firm are joint secretaries, the name and address of the principal officer of the firm (and, if that address is outside Zambia, the address of the principal officer of the firm in Zambia) may be given, instead of the particulars of each partner.

Where the Secretary is a body corporate the name of the body corporate and its registered or principal office (and, if that office is outside Zambia, the address of the body corporate in Zambia) should be given.

We, the several persons whose names and addresses are subscribed, wish to be formed into a PUBLIC COMPANY in pursuance of this application, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.

Forenames and surnames

Nationality and NRC number or passport number

Residential address

Postal address

No. and class of shares to be taken

Signature of subscriber

Ordinary

Preference

NOTE: An application shall be accompanied with–

      (a)   the proposed articles where the standard articles are not adopted;

      (b)   a declaration of compliance with the Act.

Dated the…………………………..day of…………………………………20……

Witness to the above signature:

.............................

...........................

..........................

......................

Name

Address

Occupation

Signature

Name and address of individual lodging the application:

………………………………………………………………………………………………

[Sch Form 1 subs by reg 2(a) of SI 79 of 2011.]

COMPANIES FORM 2

APPLICATION FOR INCORPORATION AS A PRIVATE COMPANY LIMITED BY SHARES

[Section 6]

[Sch Form 2 subs by reg 2(a) of SI 79 of 2011.]

NOTE: This application is for a private company with share capital (section 17). It may not have more than 50 shareholders (section 16). It has the capital to enter any business, unless restricted by its articles (section 22). However, it is bound by its acts even if they are contrary to restrictions in its articles (sections 23 and 24). The articles may restrict the right to transfer shares. It is prohibited from making any invitation to the public to purchase its shares or debentures (section 122). If it is wound up and its assets are insufficient to cover its liabilities, the liability of its shareholders is limited to the amount left unpaid on their shares (sections 265 and 266).

(1)      Name of company …………………………………………………… Limited

(2)      General nature of business:

      (a)    Principal business: ………………………………………………..

      (b)    ……………………………………………………………………………….

(3)      *Delete whichever is not applicable')">*The articles do not restrict the business that the company may conduct.

(4)      Situation of registered office: …………………………………………………..

(5)      Postal address of the company …………………………………………………

E-mail Address …………………………………………………………………

Telephone/Cell Number ……………………………………………………….

(6)      Nominal Capital:

K…………………………………….

Divided into ………………………………… shares of ………………………

The articles limit the number of shareholders to ...................

(7)       Date of beginning of second financial year (if not anniversary of date of incorporation):

Note that forms must be typewritten or printed in duplicate.

(8)    Article to be used (tick as applicable)

…… Standard articles

…… Articles proposed by subscribers

(9)    Particulars of first directors:

Present forenames and surnames

Former forenames or surnames

Nationality and NRC No.
or passport No.

Residential and postal addresses

Occupation, and other bodies corporate in which directorship is held

(10)    Particulars of first secretary of company

      (a)    (if an individual):

Present forenames and surnames

Former forenames or surnames

Nationality and NRC No. or passport No.

Residential and postal addresses

Occupation, and other secretaryship held

      (c)   (if a body corporate):

Name of body corporate

Registered office of body corporate

Registered postal address

Name of any other body corporate in which secretaryship is held

Address of principal office, if different from registered office

NOTE: Where all the partners in a firm are joint secretaries, the name and address of the principal officer of the firm (and, if that address is outside Zambia, the address of the principal officer of the firm in Zambia) may be given, instead of the particulars of each partner.

Where the Secretary is a body corporate the name and it’s registered of principal office (and, if that office is outside Zambia, the address of the body corporate in Zambia) should be given.

We, the several persons whose names and addresses are subscribed, wish to be formed into a PRIVATE COMPANY LIMITED BY SHARES in pursuance of this application, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.

Forenames and surname

Nationality and NRC number or passport number

Residential address

Postal address

No. and class of shares to be taken

Signature of subscriber

NOTE: An application shall be accompanied with—

      (a)   the proposed articles where the standard articles are not adopted;

      (b)   a declaration of compliance with the Act.

Dated the ……….. day of ………… 20…

Witness to the above signature:

.............................

...........................

..........................

......................

Name

Address

Occupation

Signature

Name and address of individual lodging the application:

………………………………………………………………………………………………

COMPANIES FORM 3

APPLICATION FOR INCORPORATION AS A COMPANY LIMITED BY GUARANTEE

[Section 6]

[Sch Form 3 subs by reg 2(a) of SI 79 of 2011.]

NOTE: A company limited by guarantee does not have share capital. It must not carry on business for the purpose of making profits for its members or for anyone concerned in its promotion or management (section 19). It may not have more than 50 members (section 16). It is prohibited from making any invitation to the public to purchase its debentures (section 122). It has the capacity to enter into any activity, unless restricted by its articles (section 22). However, it is bound by its acts even if they are contrary to restriction in its articles (sections 23 and 24). Each member must sign a declaration of guarantee, specifying the amount that he undertakes to contribute if the company is wound up. If it is wound up and its assets are insufficient to cover is liabilities, the liability of its members is limited to the amount so guaranteed (sections 265 and 266).

(1) Name of company ………………………………………………………… Limited

(2) General nature of activities:

      (a)    Principal business:

      (b)    Other activities:

(3) *The articles do not restrict the activities that the company may conduct.

OR

*The articles restrict the activities that the company may conduct as follows:

(4) Physical situation of registered office:

(5) Postal address of the company…………………………………………………

E-mail Address…………………………………………………………………

Telephone/Cell Number……………………………………………………….

(6) Total amount guaranteed by subscribers:

K (US$, £)………………………………

(7)    The articles limit the number of members to ……………………………………

(8)    Date of beginning of second financial year (if not anniversary of date of incorporation):

…………………………………………………………………………..

*Delete whichever is not applicable. Note that Forms must be typewritten in duplicate

(9)    Article to be used (tick as applicable)

Standard articles

Articles proposed by subscribers

(10)    Particulars of first directors:

Present forenames and surnames

Former forenames or surnames if any

Nationality and NRC No. or passport No.

Residential and postal address

Occupation, and other bodies corporate in which secretaryship is held





(11)   Particulars of first secretary of company

      (a)    (if an individual):

Present forenames and surnames

Former forenames or surnames if any

Nationality and NRC No. or passport No.

Residential and postal address

Occupation, and any other bodies corporate in which secretaryship is held





   (b)    (if a body corporate):

Name of body corporate

Registered office of body corporate

Registered postal address

Name of any other body corporate in which secretaryship is held

Address of principal office, if different from registered office





NOTE: Where all the partners in a firm are joint secretaries, the name and address of the principal officer of the firm (and, if that address is outside Zambia, the address of the principal officer of the firm in Zambia) may be given, instead of the particulars of each partner.

Where the Secretary is a body corporate the name of the body corporate and its registered or principal office (and, if that office is outside Zambia, the address of the body corporate in Zambia) should be given.

We, the several person whose names and addresses are subscribed, wish to be formed into a COMPANY LIMITED BY GUARANTEE in pursuance of this application, and

(1) we agree that if, upon the winding up of the company, there remains after the discharge of all its debts and liabilities any property of the company, that property will not be distributed among the members, but will be transferred to some other company having similar objects or applied to some other charitable object, such other company or charity to be determined by ordinary resolution of the members in general meeting prior to the dissolution of the company;

(2) we respectively declare that if, upon the winding up of the company, the assets of the company prove insufficient to discharge all the debts and liabilities of the company, we guarantee to contribute to the discharge of those debts and liabilities an amount not exceeding the amount set against our respective names:

Forenames and surnames

Nationality and NRC number or passport number

Residential and postal address

Postal address

No. and class of shares to be taken

Signature of subscriber

NOTE: An application shall be accompanied with—

      (a)   the proposed articles where the standard articles are not adopted;

      (b)   a declaration of compliance with the Act.

Dated the ………….. day of ……………… 20…

Witness to the above signature:

.............................

...........................

..........................

......................

Name

Address

Occupation

Signature

Name and address of individual lodging the application:

………………………………………………………………………………………………

COMPANIES FORM 4

APPLICATION FOR INCORPORATION AS AN UNLIMITED COMPANY

[Section 6]

[Sch Form 4 subs by reg 2(a) of SI 79 of 2011.]

NOTE: An unlimited company is a private company with share capital (sections 13 and 20). It may not have more than 50 shareholders (section 16). It has the capacity to enter business, unless restricted by its articles (section 22). However, it is bound by its acts even if they are contrary to restrictions in its articles (section 23 and 24). The articles may restrict the right to transfer shares. It is prohibited from making any invitation to the public to purchase its shares or debenture (section 122). If it is wound up and its assets are insufficient to cover its liabilities, the liability of its shareholders to contribute to the discharge of those liabilities is unlimited (sections 20 and 265).

(1) Name of company …………………………………………………… Limited

(2) General nature of business:

   (a)      Principal business: …………………………………………………………..

   ……………………………………………………………………………….

   (b)    Other business: ……………………………………………………………….

   ……………………………………………………………………………….

(3)      *The articles do not restrict the business that the company may conduct.

OR

*The articles restrict the business that the company may conduct as follows:

(4)       Physical situation of registered office: ……………………………………………

(5)       Postal address of the company …………………………………………………

E-mail Address …………………………………………………………………

Telephone/Cell Number ……………………………………………………….

(6)    Nominal Capital:

K, US$, £ ……………………………………

Divided into ………………………………… shares of K …………… each share

(7)    *The articles limit the number of shareholders to ……………………………..

OR

*The articles limit the number of shareholders to ………………………….

(8)    Date of beginning of second financial year (if not anniversary of date of incorporation):

*Delete whichever is not applicable

Note that forms must be typewritten or printed in duplicate

(9)       Article to be used (tick as applicable)

…… Standard articles

…… Articles proposed by subscribers

(10)       Particulars of first directors:

Present forenames and surnames

Former forenames or surnames if any

Nationality and NRC No. or passport No.

Residential and postal address

Occupation, and other bodies corporate in which directorship is held






(11) Particulars of first secretary of company

   (b)    (if an individual):

Present forenames and surnames

Former forenames or surnames if any

Nationality and NRC No. or passport No.

Residential and postal address

Occupation, and other bodies corporate in which directorship is held






(if a body corporate):

Name of body corporate

Registered office of body corporate

Registered postal address

Name of any other body corporate in which secretaryship is held

Address of principal office, if different from registered office





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