Companies Act · 2021 Revised Edition · Part · Management and Administration Registered Office and Name
112. Statutory meeting and statutory report
Official textFrom Attorney General's Chambers, unchanged
Every company limited by shares and every company limited by guarantee and having a share capital shall, within a period of not less than one month nor more than 3 months from the date at which the company is entitled to commence business, hold a general meeting of the members of the company, which shall be called the statutory meeting.
company limited by shares
"company limited by shares" means a company referred to in section 4(2)(a);
The directors shall, at least 7 days before the day on which the meeting is held, forward a report to every member of the company.
The statutory report shall be certified by not less than two directors of the company, or where there are less than two directors, by the sole director and manager, and shall state -
statutory report
"statutory report" means the report referred to in section 112(2);
the total number of shares allotted, distinguishing shares allotted as fully or partly paid-up otherwise than in cash, and stating in the case of shares partly paid-up the extent to which they are so paid-up, and in either case the consideration for which they have been allotted;
the total amount of cash received by the company in respect of all the shares allotted, distinguished as aforesaid;
an abstract of the receipts of the company and of the payments made thereout, up to a date within 7 days of the date of the report, exhibiting under distinctive headings the receipts of the company from shares and debentures and other sources, the payments made thereout, and particulars concerning the balance remaining in hand, and an account or estimate of the preliminary expenses of the company;
the names, addresses and descriptions of the directors, auditors, if any, managers, if any, and secretary of the company;
and
Companies
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the particulars of any contract, the modification of which is to be submitted to the meeting for its approval, together with the particulars of the modification or proposed modification.
The statutory report shall, so far as it relates to the shares allotted by the company, and to the cash received in respect of such shares, and to the receipts and payments of the company on capital account, be certified as correct by the auditors, if any, of the company.
certified
"certified", in relation to a copy of a document, means certified in the prescribed manner to be a true copy of that document and, in relation to a translation of a document, means certified…
The directors shall cause a copy of the statutory report, certified as required by this section, to be delivered to the Registrar for registration forthwith after the sending thereof to the members of the company.
Registrar
"Registrar" means the Registrar of Companies appointed under section 288, and includes any Deputy Registrar or Assistant Registrar;
The directors shall cause a list showing the names, descriptions and addresses of the members of the company, and the number of shares held by them respectively, to be produced at the commencement of the meeting, and to remain open and accessible to any member of the company during the continuance of the meeting.
The members of the company present at the meeting shall be at liberty to discuss any matter relating to the formation of the company, or arising out of the statutory report, whether previous notice has been given or not, but no resolution of which notice has not been given in accordance with the articles may be passed.
articles
"articles" means the articles of association of a company, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained in Table A in Schedule 1;
The meeting may adjourn from time to time, and at any adjourned meeting any resolution of which notice has been given in accordance with the articles, either before or subsequently to the former meeting, may be passed, and the adjourned meeting shall have the same powers as an original meeting.
In the event of any default in complying with the provisions of this section, every director of the company who is guilty of or who knowingly and wilfully authorises or permits the default is guilty of an offence and liable on conviction to a fine of $2,500.
director
"director" includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a Companies corporation are accustomed to act and an alternate or substitute director;
This section does not apply to a private company.
private company
"private company" means - (a) any company which immediately prior to 3 1 st December 201 0, being the date of commencement of the Companies Act (Amendment) Order, 201 0 (S 1 18/20 1 O), was a private company; @) any company incorporated as a private company by virtue of section 29; or (c) any company converted into a private company pursuant to section 30, being a company which has not ceased to be a private company under section 30;
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Companies
Terms defined in s 2
articles
Defined · s 2"articles" means the articles of association of a company, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained in Table A in Schedule 1;
certified
Defined · s 2"certified", in relation to a copy of a document, means certified in the prescribed manner to be a true copy of that document and, in relation to a translation of a document, means certified…
company limited by guarantee
Defined · s 2"company limited by guarantee" means a company referred to in section 4(2)(b);
company limited by shares
Defined · s 2"company limited by shares" means a company referred to in section 4(2)(a);
director
Defined · s 2"director" includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a Companies corporation are accustomed to act and an alternate or substitute director;
manager
Defined · s 2"manager", in relation to a company, means the principal executive officer of the company for the time being by whatever name called and whether or not he is a director…
private company
Defined · s 2"private company" means - (a) any company which immediately prior to 3 1 st December 201 0, being the date of commencement of the Companies Act (Amendment) Order, 201 0 (S 1 18/20 1 O), was a private company; @) any company incorporated as a private company by virtue of section 29; or (c) any company converted into a private company pursuant to section 30, being a company which has not ceased to be a private company under section 30;
Registrar
Defined · s 2"Registrar" means the Registrar of Companies appointed under section 288, and includes any Deputy Registrar or Assistant Registrar;
share
Defined · s 2"share" means share in the share capital of a company, and includes stock except where a distinction between stock and shares is expressed or implied;
statutory report
Defined · s 2"statutory report" means the report referred to in section 112(2);
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Restrictions on Sale of Shares and Offers of Shares for Sale
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Prohibition of Partnerships with More Than Twenty Members
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