Companies Act · 2021 Revised Edition · Part · Management and Administration Registered Office and Name
94. Restrictions on commencement of business
Official textFrom Attorney General's Chambers, unchanged
Where a company having a share capital has issued a prospectus inviting the public to subscribe for its shares, the company shall not commence any business or exercise any borrowing powers unless -
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shares held subject to the payment of the whole amount thereof in cash have been allotted to an amount not less in the whole than the minimum subscription;
every director of the company has paid to the company, on each of the shares taken or contracted to be taken by him and for which he is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares offered for public subscription; and
there has been delivered to the Registrar for registration a declaration by a person entitled to practise as an advocate, who is engaged in the formation of the company, or the secretary or one of the directors, in the prescribed form, that the aforesaid conditions have been complied with.
Where a company having a share capital has not issued a prospectus inviting the public to subscribe for its shares, the company shall not commence any business or exercise any borrowing powers unless -
share
"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;
there has been delivered to the Registrar for registration a statement in lieu of prospectus;
every director of the company has paid to the company, on each of the shares taken or contracted to be taken by him and for which he is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares payable in cash; and
there has been delivered to the Registrar for registration a declaration by a person entitled to practise as an advocate, who is engaged in the formation of the company, or the secretary or one of the directors in the prescribed form that paragraph (b) has been complied with.
The Registrar shall, on the delivery to him of the said declaration and, in the case of a company which is required by this section to deliver a statement in lieu of prospectus, of such a statement certifying that the company is entitled to commence business, and that certificate shall be a conclusive evidence that the company is so entitled.
Registrar
"Registrar" means the Registrar of Companies appointed under section 288, and includes any Deputy Registrar or Assistant Registrar;
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Any contract made by a company before the date at which it is entitled to commence business shall be provisional only and shall not be binding on the company until that date, and on that date it shall become binding.
Nothing in this section shall prevent the simultaneous offer for subscription or allotment of any shares and debentures or the receipt of any money payable on application for debentures.
If any company commences business or exercises borrowing powers in contravention of this section, every person who is responsible for the contravention is, without prejudice to any other liability, guilty of an offence and liable on conviction to a fine of $250 for every day during which the contravention continues.
If a company fails to obtain a certificate to commence business within one year of the date of its incorporation, the Registrar shall send by registered post to the company at its registered office a letter calling upon the company to apply for such certificate.
If the company fails to obtain such certificate within one month of the posting of such letter, the Registrar shall publish in the Gazette a notice to the effect that the company will be struck off the register if it fails to obtain such certificate within 2 months after the publication of such notice.
If the company fails to obtain such certificate within 2 months of the publication of such notice, the Registrar shall strike the company off the register and shall publish in the Gazette a notification to the effect that the company has been struck off the register.
Upon the publication in the Gazette of such notification, the company is deemed to be dissolved.
If any company is struck off the register or dissolved under the provisions of this section, the Court, on the application of the company or of any member or creditor thereof may, on any ground which may seem fit to the Court, order that the company be restored to the register, either permanently or temporarily, and may make such restoration subject to any condition which may seem fit to the Court.
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Upon the making of any such order, the company shall be restored to the register and shall, subject to any order which the Court may make, be deemed to have continued in existence as if it had not been struck off the register, and the Court may give any directions which may seem necessary in the circumstances.
If no office of the company has been registered, copies of the letter referred to in subsection (7) shall be sent by the Registrar by registered post to each of the persons who subscribed the memorandum of the company at the respective addresses given therein.
memorandum
"memorandum" means the memorandum of association of a company, as originally framed or as altered in pursuance of any written law;
Nothing in this section applies 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;
REGISTER OF MEMBERS
Terms defined in s 2
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;
memorandum
Defined · s 2"memorandum" means the memorandum of association of a company, as originally framed or as altered in pursuance of any written law;
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;
prospectus
Defined · s 2"prospectus" means any prospectus, notice, circular, advertisement or other invitation, offering to the public for subscription or purchase of any shares or debentures of a company;
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;
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Restrictions on Sale of Shares and Offers of Shares for Sale
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