COMPANIES ACT: SUBSIDIARY LEGISLATION(CHAPTER 388 )

(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 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.

*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$ ..............................................,

Â£ ......................

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

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

*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

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

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.

*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$, Â£)............

(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

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.

*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$, Â£ ..............

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

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

*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

Where the Secretary is a body corporate the name and it's 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 an UNLIMITED 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 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 5

DECLARATION OF CONSENT TO ACT AS DIRECTOR OR SECRETARY

[Section 6]

[Sch Form 5 subs by reg 2 of SI 30 of 2005.]

Company Registration No. ..................

TO: THE REGISTRAR OF COMPANIES

*I/*we, the undersigned, hereby testify *my/*our consent to act as director or secretary to the proposed company.

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

(Company Name)

Pursuant to section 6(1)(c).

Forenames and Surnames	Residential and Postal Address	Description	Signature

Dated this............day of...........................20...

Witness to above signatures:

.............................	...........................	..........................	......................
Name	Address	Occupation	Signature

NOTE: If a director or secretary signed by his agent authorized in writing, the authority must be produced and a copy filed, together with statutory declaration executed by the agent that he/she is authorized to sign the consent to act as a director.

COMPANIES FORM 6

CERTIFICATE OF INCORPORATION OF A PUBLIC COMPANY

[Section 10]

[Sch Form 6 subs by reg 2 of SI 30 of 2005.]

Company Registered No....................

This is to certify that.................................PLC (company name) is on and from the ............day of..............20............ incorporated as a public company.

Given under my hand and seal at Lusaka, Zambia, this ....................day of...................20..

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

Registrar of Companies

(Note: This certificate is not valid unless the official seal of the Registrar of Companies has been affixed. Further, the issuance of the Certificate of Incorporation does not entitle the company to commence business unless and until Section 15 is fully satisfied).

COMPANIES FORM 7

CERTIFICATE OF INCORPORATION OF A PRIVATE COMPANY LIMITED BY SHARES

[Section 10]

[Sch Form 7 subs by reg 2 of SI 30 of 2005.]

Company Registration No................

This is to certify that................................ limited (company name) is on and from the..............day of...........20......incorporated as a private company limited by shares.

Given under my hand and seal at Lusaka, Zambia, this ................ day of..................20...........

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

Registrar of Companies

(Note that this certificate is not valid unless the official seal of the Registrar of Companies has been affixed. Further the issuance of this certificate does not entitle the company to commence business until Section 18 on minimum capital requirements for a private company is satisfied).

COMPANIES FORM 8

CERTIFICATE OF INCORPORATION OF A COMPANY LIMITED BY GUARANTEE

[Section 10]

[Sch Form 8 subs by reg 2 of SI 30 of 2005.]

Company Registration No...................

This is to certify that ...............................Limited (company name) is on and from the ...........day of..........20..... incorporated as a company limited by guarantee.

Given under my hand and seal at Lusaka, Zambia, this ..............day of.........20.............

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

Registrar of Companies

(Note that this certificate is not valid unless the official seal of the Registrar of Companies has been affixed).

COMPANIES FORM 9

CERTIFICATE OF INCORPORATION OF A COMPANY UNLIMITED COMPANY

[Section 10]

[Sch Form 9 subs by reg 2 of SI 30 of 2005.]

Company Registration No...................

This is to certify that ............................... (company name) is on and from the ...........day of..........20..... incorporated as an unlimited company.

Given under my hand and seal at Lusaka, Zambia, this ..............day of.........20.............

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

Registrar of Companies

(Note: This certificate is not valid unless the official seal of the Registrar of Companies has been affixed. Further, unlimited company is not entitle to operate until a certificate under section 18 is issued that minimum capital requirement are satisfied).

COMPANIES FORM 10

CERTIFICATE OF SHARE CAPITAL

[Section 10]

[Sch Form 10 subs by reg 2 of SI 30 of 2005.]

Company Registration No...................

This is to certify that ..............................(company name) has the nominal capital of k+.............................

Divided into:*...................share of K...............each.

.............................share of K................each.

.............................share of K...............each.

Given under my hand and seal at Lusaka, Zambia, this ..............day of.........20.............

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

Registrar of companies

(Note: This certificate is not valid unless the official seal of the Registrar of Companies has been affixed).

*Specify whether ordinary or preferential shares

+Where other currency is used state the currency

COMPANIES FORM 11

DECLARATION OF COMPLIANCE

[Section 9]

[Sch Form 11 subs by reg 2 of SI 30 of 2005.]

Company Registration No........................

To: THE REGISTRAR OF COMPANIES

I,..........................................................

of.....................................................

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

Residential Address

do solemnly and sincerely declare that I am: *a legal practitioner engaged in the formation of the company, a first director named in the application for the incorporation or the first secretary named in the application for incorporation of

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

(Name of company)

And that all the requirement of the Companies Act, CAP 388 in respect of matters precedent to the incorporation of the Company and incidental hereto have been complied with. And I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declaration Act, 1835, of the United Kingdom.

Declared at................................the.........day of.............. 20...............

Before me,...........................................

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

Commissioner for oaths, or Notary Public

*Delete whichever is not applicable

COMPANIES FORM 12

DECLARATION OF COMPLIANCE WITH MINIMUM CAPITAL REQUIREMENTS FOR A PUBLIC COMPANY

[Section 15]

[Sch Form 12 subs by reg 2 of SI 30 of 2005.]

Company Registration No......................

To: THE REGISTRAR OF COMPANIES

I,................... of ............being *the secretary/*a director of the company..................... PLC

(Name of company)

do solemnly and sincerely declare:

(1) That the company has not transacted any business exercised any borrowing powers or incurred and indebtedness, except for a purpose incidental to its incorporation or the obtaining of subscriptions to or payment for shares;

(2) That the minimum amount fixed which the company may proceed to transact business is

K....................................

(being not less than the minimum provided under the Act);

(3) That the nominal value of share capital of the company allotted is

K.....................................

(being not less than the minimum provided under the Act)

(4) That the amount paid upon the allotted share capital of the company (whether paid in cash or otherwise) is

K.....................................

(being not less than the minimum provided under the Act)

(5) That the amount or estimated amount, of the preliminary expenses that have been paid or are payable is

K......................................

And I make this solemn declaration conscientiously believing this same to be true and by virtue of the provisions of the Statutory Declarations Act, 1835, of the United Kingdom.

Declared at......................the ..........day of................20............

Before me,..............................................

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

Commissioner for oaths, or Notary Public

*Delete whatever is not applicable.

COMPANIES FORM 13

CERTIFICATE OF MINIMUM CAPITAL

[Section 15]

[Sch Form 13 subs by reg 2 of SI 30 of 2005.]

Company Registration:.......................

This is to certify that.................... PLC (full name of company) satisfies the requirements of section 15 of the Companies Act and is entitled to commence business as a public company.

Given under my hand and seal at Lusaka, Zambia, this.................day of ....... 20.

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

Registrar of companies

(Note: This certificate is not valid unless the official seal of the Registrar of Companies has been affixed).

COMPANIES FORM 14

APPLICATION FOR CONVESION OF COMPANY

[Section 36]

[Sch Form 14 subs by reg 2 of SI 30 of 2005.]

Company Registration No......................

Company Name:...........................

The above named company, having satisfied the requirements of section*..............hereby applies to the Registrar for conversion of the company in accordance with the resolution or agreement of company.

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

Name and signature of Secretary of the Company

*Enter number of the appropriate conversion section of the Companies Act (sections 30-35)

Note: This form must be accompanied by the documents referred to in subsection 36(4) of the Companies Act, CAP 388.

COMPANIES FORM 15

REPLACEMENT CERTIFICATE OF INCORPORATION FOR A COMPANY CONVERTED TO A PUBLIC COMPANY

[Section 36]

[Sch Form 15 subs by reg 2 of SI 30 of 2005.]

Company Registration No..........................

This is to certify that.............................. (Company name) having been:

*a private company limited by shares

*a company limited by guarantee

*an unlimited company

incorporated on the ..................day of..............20....... is on and from.................day of..............20.............converted to a public company in accordance with a special resolution passed on the................of.....................20..........

Given under my hand and seal in Lusaka, Zambia, this...............day of................ 20................

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

Registrar of Companies

*Delete whichever is not applicable

(Note that this certificate is not valid unless the official seal of the Registrar of Companies has been affixed).

COMPANIES FORM 16

REPLACEMENT CERTIFICATE OF INCORPORATION FOR A COMPANY CONVERTED TO A PRIVATE COMPANY LIMITED BY SHARES

[Section 36]

[Sch Form 16 subs by reg 2 of SI 30 of 2005.]

Company Registration No.......................

This is to certify that.....................(company name) having been:

*a public company

*a company limited by guarantee

*an unlimited company

incorporated on the ................day of..........20........is on and from.................day of...........20...... converted to a private company limited by shares in accordance with a special resolution passed on the..............of ..........20.............

Given under my hand and seal in Lusaka, Zambia, this.......day of.... 20......

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

Registrar of Companies

* Delete whichever is not applicable

(Note: This certificate is not valid unless the official seal of the Registrar of Companies has been affixed).

COMPANIES FORM 17

REPLACEMENT CERTIFICATE OF INCORPORATION FOR A COMPANY CONVERTED TO A COMPANY LIMITED BY GUARANTEE

[Section 36]

[Sch Form 17 subs by reg 2 of SI 30 of 2005.]

Company Registration No.......................

This is to certify that.....................(company name) having been:

*a public company

*a company limited by shares

*an unlimited company

incorporated on the ................day of..........20........is on and from.................day of...........20...... converted to a company limited by guarantee in accordance with a special resolution passed on the.................of ..........20.............

Given under my hand and seal in Lusaka, Zambia, this............day of................. 20.............

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

Registrar of Companies

* Delete whichever is not applicable

(Note: This certificate is not valid unless the official seal of the Registrar of Companies has been affixed).

COMPANIES FORM 18

REPLACEMENT CERTIFICATE OF INCORPORATION FOR A COMPANY CONVERTED TO AN UNLIMITED COMPANY

[Section 36]

[Sch Form 18 subs by reg 2 of SI 30 of 2005.]

Company Registration No.......................

This is to certify that.....................(company name) having been:

*a public company

*a company limited by shares

*a company limited by guarantee

incorporated on the ................day of..........20........is on and from the .................day of...........20...... converted to an unlimited company in accordance with a special resolution passed on the.................of ..........20.............

Given under my hand and seal in Lusaka, Zambia, this............day of................. 20.............

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

Registrar of Companies

* Delete whichever is not applicable

(Note: This certificate is not valid unless the official seal of the Registrar of Companies has been affixed).

COMPANIES FORM 19

APPLICATION FOR RESERVATION OF NAME

[Section 38]

[Sch Form 19 subs by reg 2 of SI 30 of 2005.]

REF:.......................

DATE:......................

The persons specified below, proposing to form a company, hereby request that the name .........................................................................................................................................................

Be reserved by Registrar for that purpose.

Details of applicants:

Corporate Name or Forenames and Surname	If corporate address/registered office	Postal address/registered postal address	Signature (of secretary in case of a body corporate)

NB: This application is only valid upon payment of reservation fee.

COMPANIES FORM 20

NOTICE OF RESERVATION OF NAME

[Section 38]

[Sch Form 20 subs by reg 2 of SI 30 of 2005.]

To:.................................. (name of applicant)

The name ............................is available for registration of a company under Companies Act, and is reserved for the applicant for a period of 3 months from the date of this notice.

Dated this...................day of..............20..........

.......................
Registrar of companies

N.B: This is only valid where a reservation fee has been paid.

COMPANIES FORM 21

APPLICATION FOR CHANGE OF COMPANY NAME

[Section 40]

[Sch Form 21 subs by reg 2 of SI 30 of 2005.]

Company Registration No: .........................

Company Name: ...............................

The above named company hereby notifies the Registrar that it intends to change its name to: ................................................

......................................................................................................... for the following reasons: .......................................................................................... and requests the Registrar to consider whether the proposed name is available for registration.

Address for notice: .........................................

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

Name ............................

Signature .........................

Date ............................

COMPANIES FORM 22

REPLACEMENT CERTIFICATE OF INCORPORATION FOR CHANGE OF NAME OF A PUBLIC COMPANY

[Section 40]

[Sch Form 22 subs by reg 2 of SI 30 of 2005.]

Company Registration No.....................

This is to certify that............................is a public company

(Company Name)

and was incorporated on the .............day of...............20......having been known before the...............day of..............20..........by the name:...............................................

Given under my hand and seal at Lusaka, Zambia, this ............day of...........20...................

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

Registrar of Companies

*Delete whichever is not applicable

(Note: This certificate is not valid unless the official seal of the registrar of companies has been affixed).

COMPANIES FORM 23

REPLACEMENT CENTRE OF INCORPORATION FOR CHANGE OF NAME OF A PRIVATE COMPANY LIMITED BY SHARES

[Section 40]

[Sch Form 24 subs by reg 2 of SI 30 of 2005.]

Company Registration No....................

This is to certify that.........................................

(Company Name)

a private company and was incorporated on the ..................day of

................ 20.........having been known before the..........day of........20..........by the name:................................................

Given under my hand and seal at Lusaka, Zambia, this.............day of........20..............

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

Registrar of Companies

*Delete whichever is not applicable

(Note: This certificate is not valid unless the official seal of the Registrar of Companies has been affixed)

COMPANIES FORM 25

REPLACEMENT CERTIFICATE OF INCORPORATION FOR CHANGE OF NAME OF AN UNLIMITED COMPANY

[Section 40]

[Sch Form 25 subs by reg 2 of SI 30 of 2005.]

Company Registration No...........................

This is to certify that........................................

(Company Name)

an unlimited company and was incorporated on the .................day of

........................20.......... having been known before the ...................day of................ 20............by the name...................................................

Given under my hand and seal at Lusaka, Zambia, this.................day of..............20..............

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

Registrar of Companies

*Delete whichever is not applicable

(Note: This certificate is not valid unless the official seal of the Registrar of Companies has been affixed).

COMPANIES FORM 26

NOTICE OF CHANGE OF FINANCIAL YEAR OF A COMPANY

[Section 42]

[Sch Form 26 subs by reg 2 of SI 30 of 2005.]

Company Registration No..........................

To: THE REGISTRAR OF COMPANIES

Name of Company.........................................

Notice is hereby given that the above-mentioned company intends to change its financial year by changing accounting date that would have fallen

on.................... day of................ 20..........

to................... day of................ 20..........

Notice of the change has been sent to each registered member and to the auditors of the company.

Date...................

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

Name and Signature of Secretary

COMPANIES FORM 27

FORM OF TRANSFER OF FULLY-PAID SHARES IN A COMPANY LIMITED BY SHARES

[Sections 57 and 58]

[Sch Form 27 subs by reg 2 of SI 30 of 2005.]

Company Registration No..........................

I, ...................................................

(full name, address and occupation of transferor)

in consideration of..........................................

hereby transfer to.........................................

(full name, address and occupation of transferor)

......................fully paid..........................

(number of shares) (Class of shares)

shares, numbered..............to.....................(inclusive)

* (distinguishing numbers of shares if any)

in ...................................................

(name of company)

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

Signature of transferor

(if the transfer is not made by the registered holder of a share, the name(s) and capacity (e.g. Executor) of the person making the transfer should also be stated).

ACKNOWLEDGEMENT BY THE TRANSFEREE

I, the said................................... hereby acknowledge the transfer.

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

Signature of transferee

*Distinguish whether ordinary preference, etc

COMPANIES FORM 28

RETURN OF ALLOTMENT OF SHARES

[Section 63]

[Sch Form 28 subs by reg 2 of SI 30 of 2005.]

Company Registration No...................

To: THE REGISTRAR OF COMPANIES:

Name of Company.........................

The shares referred to in this return were allotted:

*on the................day of...............20.......

*from the...............day of..............20......

*to the.................day of..............20......

*delete whichever is not applicable-if the return covers only allotments made on one date, the first applies, if it covers allotments made on several dates, the second applies, and the dates of the first and last allotments covered should be entered.

Number of the ..........shares allotted payable in cash:............

Nominal amount of the...............shares allotted..............

Nominal amount of the ................shares allotted.............

Amount due and payable on each such share:........................

Nominal amount of shares so allotted:.............................

Amount to be treated as paid on each such share:.....................

The consideration for which the shares have been allotted is as follows:

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

Distinguished between ordinary, preference, etc.

COMPANIES FORM 29

NOTICE OF ALTERATION IN CAPITAL

[Section 74]

[Sch Form 29 subs by reg 2 of SI 30 of 2005.]

Company Registration No. .......................

To: THE REGISTRAR OF COMPANIES:

Notice is hereby given in respect of:...............................

(Name of company)

that by a .......................... Resolution of the Company passed on the ......................20.......the nominal capital of the company has been varied, as permitted by section 74 of the Companies Act, as follows:

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

and that the capital of the company now stands as follows:

a nominal share capita of K (US$, Â£) ..................

divided into:................*shares of K.................each

................*shares of K.................each

Date:......................... Signature................

Secretary/Director

Applicants Address:......................

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

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

*Indicate whether ordinary, preference, etc.

COMPANIES FORM 30

REPLACEMENT CERTIFICATE OF SHARE CAPITAL

[Sections 74 and 79]

[Sch Form 30 subs by reg 2 of SI 30 of 2005.]

Companies Registration No..........................

This is to certify that ........... (name of company) has the nominal share capital of K...................

divided into...............shares of K...................each

...................shares of K....................each

Given under my hand and seal in Lusaka, Zambia, this...............day

of.............20............

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

Registrar of Companies

(Note: This certificate is not valid unless the official seal of the Registrar of companies has been affixed)

*Indicate whether ordinary, preference, etc.

COMPANIES FORM 31

PARTICULARS OF CHANGE OR MORTGAGE

[Section 99]

[Sch Form 31 subs by reg 2 of SI 30 of 2005.]

Company Registration No.....................

Name of Company:.........................................

Registered Office:.........................................

Presented by:............................................

Address of Presenter........................................

Date and description of instrument creating or evidencing the mortgage:

Amount secured by the mortgage or charge...........................

Short particulars of all the property mortgage:........................

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

Names(s) address (es) and description (s) of the mortgagee (s) or chargee(s) or the person(s) entitled to the mortgage or charge:

Particulars of any commission, allowance or discount:

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

Signature of person delivering particulars:............................

Position in relation to company, if any..............................

Date: .......................

Note: A copy of the instrument, if any, creating the mortgage or charge, certified to be a true and complete copy of the original instrument, must be delivered to the Registrar with these particulars, unless the mortgage or charge is registered under some other Act, in which case particulars of the instrument sufficient to identify it should be given.

COMPANIES FORM 32

PARTICULARS OF MORTGAGE OR CHARGE SUBJECT TO WHICH PROPERTY HAS BEEN ACQUIRED

[Section 99]

[Sch Form 32 subs by reg 2 of SI 30 of 2005.]

Company Registration No............................

Name of Company.................................

Registered Office..................................

Presented by....................................

Address of Presenter................................

Date and description of instrument creating or evidencing the mortgage:

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

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

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

Amount secured by the mortgage or charge...................

Date of acquisition of the property.........................

Short particulars of all the property mortgaged:

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

Name(s) address(es) and description(s) of the mortgages(s) or chargee(s) or the person(s) entitled to the mortgage or charge:

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

Signature of person delivering particulars:...........................

Position in relation to company, if any..............................

Date:............................

COMPANIES FORM 33

PARTICULARS OF SERIES OF DEBENTURES WHERE PROPERTY IS CHARGED

[Section 99]

[Sch Form 33 subs by reg 2 of SI 30 of 2005.]

Company Registration No.....................................

Name of Company:..........................................

Registered Office...........................................

Particulars of the series of debentures:

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

Total amount secured by the series or debentures:.....................

Date(s) of resolution(s)......................................

Authorizing issue of series.....................................

Date of document (if any) by which the charge is created or defined.............

Short particulars of all the property charged..........................

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

Date and amount of present issue (if any) of debentures of the series..................................................

Names, addresses and descriptions of the trustees (if any) for the debenture-holders

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

Signature of person delivering particulars:...........................

Date:......................

NOTE: 1. If the debentures contain or given a charge by reference to some other instrument, the date of that instrument should be given. If there is no such instrument, the date be given of the first execution of any debenture of the series.

2. This form should be used for registration of particulars of the entire series. When more than one issue of debentures in the series is made, particulars of the date and amount of each issue subsequent to the first should be given to the Registrar in Form 34.

3. A copy of the instrument, if any, creating or containing the charge, certified to be a true and complete copy of the original instrument, must be delivered to the Registrar with these particulars. If there is no such instrument, a certified copy of one of the debentures of the series must be delivered.

COMPANIES FORM 34

PARTICULARS OF AN ISSUE OF DEBENTURES IN A SERIES

[Section 97]

[Sch Form 34 subs by reg 2 of SI 30 of 2005.]

Company Registration No......................

Name of Company...........................................

Registered Office...........................................

Particulars of the series of debentures:

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

Total amount secured by the series or debentures:......................

Date and amount of present issue of debenture of the series...............

Signature of person delivering particulars:...........................

Position in relation to company, if any.............................

Date:.................................................

Note: For the registration of particulars of the whole series, form No. 36 should be used.

COMPANIES FORM 36

NOTICE OF VARIATION IN A MORTGAGE OR CHARGE

[Section 103]

[Sch Form 36 subs by reg 2 of SI 30 of 2005.]

Company Registration No..........................

Name of Company.........................................

Registered Office...........................................

Presented by.............................................

Address..............................................

Notice is hereby given in relation to the above named company and the registered charge ...................... (registration number)

That, on.................day of.........20......the terms of the charge were varied as follows:

(Identify each term varied, and state how it is varied)

Signed on behalf of company....................

Position in relation to company...................

Date....................................

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

Signed by persons (s) entitled to the charge

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

Date:....................................

NOTE: Notification of the satisfaction of a mortgage or charge (in whole or in part), or of the release of part of the property or undertaking from a mortgage or charge secured over it, or of part of that property or undertaking, should be given to the Registrar on Form No. 36 and not on this form.

COMPANIES FORM 37

NOTICE OF ENTRY INTO POSSESSION AS MORTGAGEE

[Section 104]

[Sch Form 37 subs by reg 2 of SI 30 of 2005.]

Company Registration No..............................

To: THE REGISTRAR OF COMPANIES:

Notice is hereby given in relation to (name of company whose property is mortgaged)

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

that (name and address of mortgagee)..............................

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

being the mortgagee of the company under registered mortgage ..........(registration number) in relation to the following property:

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

has entered into possession of the property on the............. 20., under the following powers contained in the registered mortgage:

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

Signature:....................

Capacity in which this notice is given ...............

Date...................................

COMPANIES FORM 38

NOTICE THAT MORTGAGEE HAS GONE OUT OF POSSESSION

[Section 104]

[Sch Form 38 subs by reg 2 of SI 30 of 2005.]

Company Registration No.................

To: THE REGISTRAR OF COMPANIES:

Notice is hereby given in relation to (name of company whose property is mortgaged) ........................................................................................................

that (name and address of mortgagee).............................

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

being the mortgagee of the company under registered mortgage ........ (registration number) in relation to the following property:

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

has gone out of possession of the property on the ................20....

Signature:.......................

Capacity in which this notice is given.................................................

Date...........................

COMPANIES FORM 39

NOTICE OF APPOINTMENT OF RECEIVER OR RECEIVER AND MANAGER

[Section 109]

[Sch Form 39 subs by reg 2 of SI 30 of 2005.]

Company Registration No...................

To: THE REGISTRAR OF COMPANIES:

Notice is hereby given in relation to (name of company whose property is mortgaged) ..................................................................................................

That (full name and address)......................................

has being appointed receiver */receiver and manager* in relation to the following business and property of the company:

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

on the.....................................20......under:

*1. The following order of the court; or

*2. Powers contained in the following instrument:

**...............................................................................................................................................................................................................

Full name and address of person who obtained the court order or made the appointment under the instrument:

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

Signature:........................

Date:.............................

*Delete as appropriate

**Where the appointment is under the order of a count, insert the name of the court and particulars of the order. Where the appointment is under an instrument, insert particulars identifying the instruments and setting out the power used.

COMPANIES FORM 40

NOTICE OF ADDRESS OF RECEIVER OR RECEIVER AND MANAGER

[Section 109]

[Sch Form 40 subs by reg 2 of SI 30 of 2005.]

(Notice by the receiver)

Company Registration No.........................

To: THE REGISTRAR OF COMPANIES:

I, ................................. having been appointed receiver*Delete as appropriate*/receiver and manager*Delete as appropriate* in relation to (name of company) .................................................on .........................................................................................................

the....................day of................. 20. hereby give notice that my postal address, for the purpose of my business as receiver, is: .....................................................and the physical address of my office is: .............................................................................................................................................................

Signed:................................

Date:..................................

COMPANIES FORM 41

NOTICE OF CREASING TO ACT AS RECEIVER OR RECEIVER AND MANAGER

[Section 109]

[Sch Form 41 subs by reg 2 of SI 30 of 2005.]

(Notice by the receiver)

Company Registration No...................

To: THE REGISTRAR OF COMPANIES:

I,.............................having been appointed receiver*/receiver and manager* in relation to (name of company) ...................... hereby give notice that I ceased so to act on the .................day of.......20.........

Signed ............................

Date:............................

COMPANIES FORM 42

ANNUAL RETURN OF A COMPANY LIMITED BY SHARES

[Section 184]

[Sch Form 42 subs by reg 2 of SI 30 of 2005.]

Company Registration No.............

(1) Annual return of........................................

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

made up to the..........................................

NOTE: under section 184, the return should be made up to the date of the annual general meeting or, if there is no annual general meeting, any date within three months after the end of the financial year.

(2) Nature of the business or businesses of the company or, if the company is not carrying on any business, the nature of its objects:

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

(3) Situation of the company's registered office.......................

(4) Situation of the company's registered records office, if different from registered office:

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

(5) Situation of the company's principal place of business in Zambia:

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

(6) Situation (s) at which company's register of members and register of debenture holders are kept, if else where than at registered records office:

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

(7) Summary of share capital and debentures:

(a) Nominal Share Capital

(1) Nominal share capital K,US$,Â£...............divided into

Number ................................ *Class ........................................ Value ..............................

.......... ............ share of .............each

(b) Issue share capital and debentures:

Number Class

(2) Number of shares of ............. .......shares

each class issued up

to the date of this return ............. .......shares

(which number must agree

with the total show in the .............. .........shares

list as held by existing

members) .............. .........shares

(3) Amount called up on number of shares of each class:

............. per share on .......... ............shares

(4) Total amount of called received, (Note 3)

K..........................

(5) Total amount of called unpaid

K.........................

(6) Amount of unpaid liability on shares in each class, not yet due for payment:

.............per share on .......... ............shares

(7) Total amount of unpaid liability K...........................

(8) Particulars of indebtedness:

Total amount of indebtedness of the company in respect of all mortgages and charges which are required to be registered with Registrar of Companies:

K.............................................

(9) Total number of shares of each class forfeited:

Number Class

........................ ....................shares

........................ ..................shares

(10) Total amount paid (if any) on shares forfeited: K...................

(11) Total amount of shares for which share warrants to bear are outstanding

K..........................

(12) Total amount of share warrants to bearer surrendered since the date of the last return: K...................................

(13) Number of shares comprised in each share warrant to bearer, specifying in the case of warrants of different kinds, particulars of each Kind:

Number Kind

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

(9) Particulars of current directors:

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CHAPTER 388 - COMPANIES ACT: SUBSIDIARY LEGISLATION

INDEX TO SUBSIDIARY LEGISLATION

Companies (Transitional Provisions) Regulations

Companies (Resident Directors) (No. 2) Order

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

Companies (Fees) (Partial Exemption) Order

Companies (Winding-Up) Rules

Companies Act (Commencement) Order

Companies (General) Regulations

Companies (Fees) Regulations

Companies (Prescribed Forms) Regulations

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.

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 FORM 1

APPLICATION FOR INCORPORATION AS PUBLIC COMPANY

[Section 6]

(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.

*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$ ..............................................,

Â£ ......................

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

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

*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

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.]

(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

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

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.

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.]

(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.

*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$, Â£)............

(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

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

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.]

(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.

*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$, Â£ ..............

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

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

*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

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

Forenames and surnames

Nationality and NRC number or passport number

Residential address 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 5

DECLARATION OF CONSENT TO ACT AS DIRECTOR OR SECRETARY

[Section 6]

[Sch Form 5 subs by reg 2 of SI 30 of 2005.]

Company Registration No. ..................

TO: THE REGISTRAR OF COMPANIES

*I/*we, the undersigned, hereby testify *my/*our consent to act as director or secretary to the proposed company.

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

(Company Name)

Pursuant to section 6(1)(c).

Forenames and Surnames	Residential and Postal Address	Description	Signature

Dated this............day of...........................20...

Witness to above signatures:

.............................	...........................	..........................	......................
Name	Address	Occupation	Signature

COMPANIES FORM 6

CERTIFICATE OF INCORPORATION OF A PUBLIC COMPANY

[Section 10]

[Sch Form 6 subs by reg 2 of SI 30 of 2005.]

Company Registered No....................

This is to certify that.................................PLC (company name) is on and from the ............day of..............20............ incorporated as a public company.

Given under my hand and seal at Lusaka, Zambia, this ....................day of...................20..

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

Registrar of Companies

COMPANIES FORM 7

CERTIFICATE OF INCORPORATION OF A PRIVATE COMPANY LIMITED BY SHARES

[Section 10]

[Sch Form 7 subs by reg 2 of SI 30 of 2005.]

Company Registration No................

This is to certify that................................ limited (company name) is on and from the..............day of...........20......incorporated as a private company limited by shares.

Given under my hand and seal at Lusaka, Zambia, this ................ day of..................20...........

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

Registrar of Companies

COMPANIES FORM 8

CERTIFICATE OF INCORPORATION OF A COMPANY LIMITED BY GUARANTEE

[Section 10]

[Sch Form 8 subs by reg 2 of SI 30 of 2005.]

Company Registration No...................

This is to certify that ...............................Limited (company name) is on and from the ...........day of..........20..... incorporated as a company limited by guarantee.

Given under my hand and seal at Lusaka, Zambia, this ..............day of.........20.............

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

Registrar of Companies

(Note that this certificate is not valid unless the official seal of the Registrar of Companies has been affixed).

COMPANIES FORM 9

CERTIFICATE OF INCORPORATION OF A COMPANY UNLIMITED COMPANY

[Section 10]

[Sch Form 9 subs by reg 2 of SI 30 of 2005.]

Company Registration No...................

This is to certify that ............................... (company name) is on and from the ...........day of..........20..... incorporated as an unlimited company.

Given under my hand and seal at Lusaka, Zambia, this ..............day of.........20.............

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

Registrar of Companies

COMPANIES FORM 10

CERTIFICATE OF SHARE CAPITAL

[Section 10]

[Sch Form 10 subs by reg 2 of SI 30 of 2005.]

Company Registration No...................

This is to certify that ..............................(company name) has the nominal capital of k+.............................

Divided into:*...................share of K...............each.

.............................share of K................each.

.............................share of K...............each.

Given under my hand and seal at Lusaka, Zambia, this ..............day of.........20.............

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

Registrar of companies

(Note: This certificate is not valid unless the official seal of the Registrar of Companies has been affixed).

*Specify whether ordinary or preferential shares

+Where other currency is used state the currency

COMPANIES FORM 11

DECLARATION OF COMPLIANCE

[Section 9]

[Sch Form 11 subs by reg 2 of SI 30 of 2005.]

Company Registration No........................

To: THE REGISTRAR OF COMPANIES

I,..........................................................

of.....................................................

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

Residential Address

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

(Name of company)

Declared at................................the.........day of.............. 20...............

Before me,...........................................

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

Commissioner for oaths, or Notary Public

*Delete whichever is not applicable

COMPANIES FORM 12

DECLARATION OF COMPLIANCE WITH MINIMUM CAPITAL REQUIREMENTS FOR A PUBLIC COMPANY

[Section 15]

[Sch Form 12 subs by reg 2 of SI 30 of 2005.]

Company Registration No......................

To: THE REGISTRAR OF COMPANIES

I,................... of ............being *the secretary/*a director of the company..................... PLC

(Name of company)

do solemnly and sincerely declare:

(2) That the minimum amount fixed which the company may proceed to transact business is

K....................................

(being not less than the minimum provided under the Act);

(3) That the nominal value of share capital of the company allotted is

K.....................................

(being not less than the minimum provided under the Act)

(4) That the amount paid upon the allotted share capital of the company (whether paid in cash or otherwise) is

K.....................................

(being not less than the minimum provided under the Act)

(5) That the amount or estimated amount, of the preliminary expenses that have been paid or are payable is

K......................................

And I make this solemn declaration conscientiously believing this same to be true and by virtue of the provisions of the Statutory Declarations Act, 1835, of the United Kingdom.

Declared at......................the ..........day of................20............

Before me,..............................................

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

Commissioner for oaths, or Notary Public

*Delete whatever is not applicable.

COMPANIES FORM 13

CERTIFICATE OF MINIMUM CAPITAL

[Section 15]

[Sch Form 13 subs by reg 2 of SI 30 of 2005.]

Company Registration:.......................

This is to certify that.................... PLC (full name of company) satisfies the requirements of section 15 of the Companies Act and is entitled to commence business as a public company.

Given under my hand and seal at Lusaka, Zambia, this.................day of ....... 20.

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

Registrar of companies

(Note: This certificate is not valid unless the official seal of the Registrar of Companies has been affixed).

COMPANIES FORM 14

APPLICATION FOR CONVESION OF COMPANY

[Section 36]

[Sch Form 14 subs by reg 2 of SI 30 of 2005.]

Company Registration No......................

Company Name:...........................

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

Name and signature of Secretary of the Company

*Enter number of the appropriate conversion section of the Companies Act (sections 30-35)

Note: This form must be accompanied by the documents referred to in subsection 36(4) of the Companies Act, CAP 388.

COMPANIES FORM 15

REPLACEMENT CERTIFICATE OF INCORPORATION FOR A COMPANY CONVERTED TO A PUBLIC COMPANY

[Section 36]

[Sch Form 15 subs by reg 2 of SI 30 of 2005.]

Company Registration No..........................

This is to certify that.............................. (Company name) having been:

*a private company limited by shares

*a company limited by guarantee

*an unlimited company

Given under my hand and seal in Lusaka, Zambia, this...............day of................ 20................

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

Registrar of Companies

*Delete whichever is not applicable

(Note that this certificate is not valid unless the official seal of the Registrar of Companies has been affixed).

COMPANIES FORM 16

REPLACEMENT CERTIFICATE OF INCORPORATION FOR A COMPANY CONVERTED TO A PRIVATE COMPANY LIMITED BY SHARES

[Section 36]

[Sch Form 16 subs by reg 2 of SI 30 of 2005.]

Company Registration No.......................

This is to certify that.....................(company name) having been:

*a public company

*a company limited by guarantee

*an unlimited company

Given under my hand and seal in Lusaka, Zambia, this.......day of.... 20......

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

Registrar of Companies

* Delete whichever is not applicable

(Note: This certificate is not valid unless the official seal of the Registrar of Companies has been affixed).

COMPANIES FORM 17

REPLACEMENT CERTIFICATE OF INCORPORATION FOR A COMPANY CONVERTED TO A COMPANY LIMITED BY GUARANTEE

[Section 36]

[Sch Form 17 subs by reg 2 of SI 30 of 2005.]

Company Registration No.......................

This is to certify that.....................(company name) having been:

*a public company

*a company limited by shares

*an unlimited company

Given under my hand and seal in Lusaka, Zambia, this............day of................. 20.............

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

Registrar of Companies

* Delete whichever is not applicable

(Note: This certificate is not valid unless the official seal of the Registrar of Companies has been affixed).

COMPANIES FORM 18

REPLACEMENT CERTIFICATE OF INCORPORATION FOR A COMPANY CONVERTED TO AN UNLIMITED COMPANY

[Section 36]

[Sch Form 18 subs by reg 2 of SI 30 of 2005.]

Company Registration No.......................

This is to certify that.....................(company name) having been:

*a public company

*a company limited by shares

*a company limited by guarantee

Given under my hand and seal in Lusaka, Zambia, this............day of................. 20.............

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

Registrar of Companies

* Delete whichever is not applicable

(Note: This certificate is not valid unless the official seal of the Registrar of Companies has been affixed).

COMPANIES FORM 19

APPLICATION FOR RESERVATION OF NAME

[Section 38]

[Sch Form 19 subs by reg 2 of SI 30 of 2005.]

REF:.......................

DATE:......................

Be reserved by Registrar for that purpose.

Details of applicants:

Corporate Name or Forenames and Surname	If corporate address/registered office	Postal address/registered postal address	Signature (of secretary in case of a body corporate)