:: JURIS MAGISTER Servicios Corporativos Internacionales - Libreria Jurídica - Sociedades Offshore - Fideicomisos

PART VII - Private Companies

Private company can convert into public company

227. A private company may, subject to anything contained in the

Memorandum of Articles, by passing a special resolution, and by filing such

resolution with the Registrar, turn itself into a public company.

Consequences attached to breach of certain Articles of private companies

228.(1) Where the articles of a company include the provisions which, by

section 2 are required to be included therein in order to constitute a company a

private company, and default is made in complying with any of those provisions,

the company shall cease to be entitled to the privileges and exemptions conferred

upon private companies hereunder and thereupon the provisions of this Act shall

apply to the company as though it were not a private company.

(2) Where the Court is satisfied that the failure to comply with the conditions

was accidental or due to inadvertence or some other sufficient cause, or that on

other grounds it is just and equitable to grant relief, the Court may, on the

application of the company, or any other person interested, and on such terms

and conditions as seem to the Court just and expedient, order that the company be

relieved from such consequences as aforesaid.

Annual list, summary and certificate to be sent to Registrar

229. Every private company shall send with the annual list of members and

summary required to sent under section 49, a certificate, signed by a director or

the secretary, that the company has not since the date of the last return, or in the

case of a first return since the date of the incorporation of the company, issued

any invitation to the public to subscribe for any shares or debentures of the

company; and, where the list of members disclosed the fact that the number of

members of the company exceeds fifty, also a certificate so signed that such

excess consists wholly of persons who are under section 2, are to be excluded in

reckoning the number of fifty.

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