This Act was repealed on 2010-04-01 by Companies Act, 2009.
Companies Act, 1912
Act 7 of 1912
- Commenced on 19 February 1912
- [This is the version of this document at 1 December 1998.]
- [Repealed by Companies Act, 2009 (Act 8 of 2009) on 1 April 2010]
1. Short titleThis Act may be cited as the Companies Act, 1912.
2. Contents of chapter[This section is not reprinted.]
3. InterpretationIn this Act, unless inconsistent with the context—"articles" means the articles of association of a company as originally framed, or as altered by special resolution, and shall include, so far as they apply to a company, the Regulations set forth in the Third Schedule to this Act;"books or papers" and "books and papers" includes accounts, deeds, writings, and other documents;"company" means a limited or unlimited company which is incorporated and registered under Part I, and shall include every company to which, by Part VI, this Act is expressed to apply;"Court" means the High Court;"debenture" includes debenture stock;"director" includes any person occupying the position of director or alternate director of a company, by whatever name he may be called;"extraordinary resolution" means a resolution passed at a general meeting of a company in accordance with section 67(1);"foreign company" means a company or other association of persons which has for its objects the acquisition of gain by the company or association, or by the individual members thereof, and is registered or incorporated in a foreign country under the laws of that country;"foreign country" means any state, country, colony, or territory, other than Swaziland;"limited company" means a company having the liability of its members limited by the memorandum of association to the amount (if any) unpaid on the shares respectively held by them."Master" shall mean the Master of the High Court or any person lawfully acting in that capacity;"memorandum" means the memorandum of association of a company, as originally framed or as altered in pursuance of this Act;"Minister" means the Minister for Enterprise and Employment;"prescribed fee" means the fee mentioned in the First Schedule to this Act, as the fee payable in respect of any particular matter;"prescribed form" means a form set forth in the Second Schedule to this Act;"private company" means a company which by its articles.(a)restricts the rights to transfer its shares; and(b)limits the number of its members (exclusive of persons who are in the employ of the company) to a number not exceeding fifty; and(c)prohibits any invitation to the public to subscribe for any of its shares or debentures;where two or more persons hold one or more shares in a company jointly they shall be deemed for the purposes of paragraph (b) of this definition to be one member;"prospectus" means any prospectus, notice, circular, or advertisement inviting the public to subscribe for or purchase any of the shares or debentures of a company, or any direct or indirect invitation to the public to so subscribe or purchase;"Registrar" means the Registrar of Companies approved under section 212, or any person lawfully acting in that capacity;"share" means a share in the share capital of a company, and includes stock, except where a distinction between stock and shares is expressed or implied;"special resolution" means a resolution passed at a general meeting of a company in manner provided by section 67(2);"Table A" means the table of Regulations set forth in the Third Schedule of this Act;"unlimited company" means a company which has no limit on the liability of its members.[Amended P.8/1962]
Part I – Constitution and incorporation
Prohibition of large partnerships
4. Prohibition of trading associations or partnerships exceeding twenty members
Memorandum of association
5. Mode of forming companySeven or more persons (or, where the company to be formed will be a private company, any two or more persons) associated for any lawful purpose may, by subscribing their names to a memorandum of association and otherwise complying with the requirements of this Act in respect of registration, form an incorporated company with or without limited liability (that is to say), either—
6. Memorandum of association of company limited by shares
7. Memorandum of unlimited company
8. Signature of memorandum of associationThe memorandum shall be signed by each subscriber in the presence of at least one witness who shall attest the signature and shall, in attesting, state his occupation and address.
9. Restriction on alteration of memorandum of associationA company may not alter the conditions contained in its memorandum except in the cases and in the mode, and to the extent for which express provision is made in this Act.
10. Name of company and change of name
11. Alteration of objects of company
Articles of association
12. Registration of articles of association
13. Application of Table "A"In the case of a limited company if articles are not registered, or, if articles are registered in so far as the articles do not exclude or modify the Regulations in Table A, those Regulations shall so far as applicable be the Regulations of the company in the same manner and to the same extent as if they were contained in duly registered articles.
14. Form and signature of articlesArticles shall—
15. Alteration of articles by special resolutionSubject to the provisions of this Act and to the conditions contained in its memorandum, a company may by special resolution alter or add to its articles; and any alteration or addition so made shall be as valid as if originally contained in the articles; and be subject in like manner to alteration by special resolution.
16. Effect of memorandum and articles
17. Registration of memorandum and articles
18. Effect of registration
19. Conclusiveness of certificate of incorporation
20. Copies of memorandum and articles to be given to members
Associations not for profits
21. Special provisions as to associations formed for purpose not of gain
21bis. Company licence
[Amended A.8/1985; L.N. 104/2006]
|Where the nominal capital of the company does not exceed E10 000.00||400.00|
|Exceeds E10 000.00 but does not exceed E30 000.00||700.00|
|exceeds E30 000.00 but does not exceed E50 000.00||1 000.00|
|exceeds E50 000.00||1 600.00|