Companies Act

ZambiaAct of Parliament

This Act has been repealed.It was replaced by Companies Act, 2017. Read this one for the law as it stood, not as it is now.

The Companies Act is an Act of the Parliament of Zambia. It contains 419 sections. Read its sections below, or ask Levy any question about the Companies Act and get an answer grounded in the Act with citations.

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Sections of the Companies Act

S. 1This Act may be cited as the Companies Act. Short title
S. 2I nterpretation
S. 3E ffect of declaration in certified copy.
S. 4A pplication of Act to existing companies
S. 5(1) Subject to this section, an association or partnership that- Prohibition of large
S. 6A pplication for incorporation
S. 7T he articles of a company
S. 8A mendment of articles
S. 9(1) An application for incorporation shall be accompanied by a statutory Statutory declaration
S. 10C ertificates of incorporation and of share capital
S. 11I ncorporation of the company
S. 12R egister of companies
S. 13T ypes of company
S. 14P ublic companies
S. 15P ublic company may not operate until certificate issued that minimum capital
S. 16P rivate companies
S. 17P rivate companies limited by shares
S. 18M inimum capital for private company limited by shares
S. 19C ompanies limited by guarantee
S. 20(1) An unlimited company shall have share capital and its articles shall state- Unlimited companies
S. 21C ontractual effect of incorporation
S. 22C apacity and powers of a company
S. 23V alidity of acts
S. 24No person dealing with a company shall be affected by, or presumed to have Notice not presumed
S. 25N o disclaimer allowed
S. 26C ompanies ceasing to have at least two members
S. 27N o increase in a member's liability or contribution without consent
S. 28P re-incorporation contracts
S. 29C opies of certificate of incorporation, certificate of share capital and articles to
S. 30C onversion of a private company limited by shares to company limited by
S. 31C onversion of private company limited by shares to unlimited company
S. 32C onversion of company limited by guarantee to company limited by shares or
S. 33C onversion of unlimited company to private limited company
S. 34A public company may be converted into a private company limited by shares if Conversion of public
S. 35C onversion of private company limited by shares to public company
S. 36(1) If the requirements of section thirty, thirty-one, thirty-two, thirty-three, Method of conversion
S. 37(1) A public company shall have a name the last word of which is "PLC". Name of company
S. 38(1) A person or persons who propose to form a company may, subject to this Reservation of name
S. 39(1) The Registrar may, on the application of a company limited by guarantee, Registrar may allow
S. 40(1) A company may pass a special resolution to change its name. Change of name
S. 41(1) If, in the opinion of the Registrar, the name of a company is likely to cause Registrar may require
S. 42(1) For the purposes of this Act, the "financial year" of a company is the period, Financial year of a
S. 43(1) For the purposes of this section, "company" means a body corporate, Holding companies,
S. 44(1) A company shall, within one month after another body corporate has Registration of related
S. 45M embership of company
S. 46(1) Except as provided in this section, a company shall not be a member of Membership by
S. 47O ffence if membership of private company exceeds number specified in
S. 48R egister of members
S. 49I nspection of register
S. 50P ower of court to rectify register
S. 51(1) A company with share capital may, subject to its articles, keep a part of its Company may keep
S. 52D uties in case of securities registered in branch register
S. 53B ranch registers of foreign companies kept in Zambia
S. 54N o notice of trust
S. 55The register of members shall be prima facie evidence of any matter by this Register to be
S. 56In this Part, unless the context otherwise requires, "company" means a Interpretation
S. 57N ature and transferability of shares
S. 58N umbering of shares
S. 59R edeemable shares
S. 60C apital redemption reserve
S. 61S hare premium account
S. 62V ariation of class rights
S. 63R eturn as to allotment of shares
S. 64T ransfer of shares
S. 65R estrictions on transferability
S. 66(1) A company shall, within two months after the allotment of any of its shares Issue of share
S. 67E ndorsement of transfers
S. 68S hare certificates as evidence
S. 69S hare warrants to bearer
S. 70(1) In the case of the death of a shareholder of a company, the survivor or Transmission of
S. 71E vidence of transmission of shares by operation of law
S. 72C ompany's lien on shares
S. 73R ights and options to subscribe for share issue to directors, officers and
S. 74(1) A company may, unless its articles provide otherwise, by special resolution Alteration of share
S. 75P ower to return accumulated profits in reduction of paid up share capital
S. 76S pecial resolution for reduction of share capital
S. 77C reditors may object to reduction in capital
S. 78O rder confirming reduction and powers of court in making such order
S. 79L odgement of order and issue of replacement certificate of share capital
S. 80(1) Subject to this section, where the share capital of a company is reduced, a Liability of members in
S. 81O ffence of concealing name of creditor
S. 82R estrictions on financial assistance in acquisition of shares
S. 83R elaxation of restrictions for private companies
S. 84D ividends may be paid only out of profits
S. 85E xemption from property transfer tax
S. 86I ssue of debentures
S. 87D ocuments of title to debentures
S. 88T rustees for debenture holders
S. 89(1) The following persons shall not be eligible for appointment or competent to Eligibility for
S. 90R ight to copies of trust deed
S. 91U nsecured debentures to be so described
S. 92R egister of debenture holders
S. 93M eetings of holders of debentures secured by a trust deed
S. 94M eetings of other debenture holders
S. 95R e-issue of redeemed debentures
S. 96C harge to secure fluctuating amount
S. 97C ompany's register of charges
S. 98R egistrar's register of charges
S. 99R egistration of charges by companies
S. 100C ertificate to be issued by Registrar
S. 101P riorities
S. 102E ntries of satisfaction and release of property from charge
S. 103V ariation of registered charge
S. 104(1) If a person enters into possession of any of the property of a company as Registration of
S. 105E ndorsement of registration on debentures of a series
S. 106C harges in favour of the State
S. 107A pplication of Division
S. 108A ppointment of receiver by court
S. 109(1) A person who obtains an order for the appointment of a receiver of Notification of
S. 110P ayment of preferential creditors
S. 111E ligibility for appointment as receiver
S. 112R eceivers appointed by the court.
S. 113R eceivers appointed otherwise than by the court
S. 114L iabilities of receivers on contracts
S. 115F act that receiver has been appointed to appear on correspondence
S. 116Where a receiver is appointed of the whole or substantially the whole of the Statement of affairs
S. 117A ccounts of receivers
S. 118R eports by receivers
S. 119(1) In this Part, an "invitation to the public" to acquire shares or debentures of Meaning of "invitation
S. 120O ffer of sale deemed to be made by the company
S. 121F irst publication of a prospectus
S. 122R estrictions on invitations to the public to acquire shares and debentures
S. 123(1) Subject to this section, a person may invite the public to acquire shares or Prospectus required
S. 124C ontents of prospectus
S. 125E xpert's consent
S. 126R egistration of prospectuses
S. 127O ver-subscription in debenture issue
S. 128(1) Where a prospectus states or implies that application has been or will be Reference to stock
S. 129C ivil liability for misstatements or omissions in prospectus
S. 130O ffence of misstatement or omission in prospectus
S. 131S top trading order
S. 132W aiting period
S. 133W ithdrawal of application after waiting period
S. 134(1) No allotment of shares offered to the public shall be made unless- Allotment and
S. 135S tatement in lieu of prospectus
S. 136P rohibition of waiver and notice clauses
S. 137(1) In this Part, unless the context otherwise requires, "meeting" means any of Interpretation
S. 138A nnual general meeting
S. 139E xtraordinary general meetings
S. 140C lass meetings
S. 141R equisition of a general meeting
S. 142(1) Where a meeting of a company is to be convened, any person who is, on Entitlement to receive
S. 143L ength of notice for convening a meeting
S. 144P ower of court to order meeting
S. 145P lace of meetings
S. 146A ttendance at meetings
S. 147C onduct of meetings and voting
S. 148C hairman's declaration as to result of a vote
S. 149R ight to demand a poll
S. 150V oting on a poll
S. 151P roxies
S. 152(1) A body corporate or an unincorporated association may, if it is a member Representation of
S. 153(1) A member of a company entitled to attend and vote at a meeting may, in Circulation of
S. 154C irculation of members' circulars
S. 155G eneral provisions in regard to members' circulars
S. 156O rdinary extraordinary and special resolutions
S. 157(1) The members of a private company may, in accordance with this section, Written resolutions for
S. 158R egistration of copies of certain resolutions
S. 159D ate of certain resolutions
S. 160(1) A company shall cause minutes of all proceedings of- Minutes of
S. 161The books containing the minutes of proceedings of any meeting referred to Inspection of minute
S. 162(1) A company shall- Accounting records to
S. 163F inancial year of holding company and subsidiary
S. 164A nnual accounts to be prepared after each financial year
S. 165G roup accounts
S. 166D elays in preparing group accounts
S. 167(1) The annual accounts of a company shall, subject to this section, show- Annual accounts to
S. 168(1) The annual accounts of a company shall show the particulars of any Annual accounts to
S. 169D irector to make disclosure of loans and receipts
S. 170B alance sheet to be signed by directors
S. 171(1) A company shall, within three months after its incorporation, appoint an Appointment of
S. 172Q ualifications of auditor
S. 173A uditors' rights and duties and auditors' report
S. 174(1) A reference in this Act to a document annexed or required to be annexed Circumstances in
S. 175In this Division, a reference to a subsidiary of a company that is a holding Interpretation
S. 176(1) The directors shall prepare, in conjunction with the annual accounts, a Directors' report to be
S. 177G eneral matters in directors' report
S. 178W here a company carries on more than one kind of business, attribution of
S. 179(1) The directors' report of a company relating to a financial year shall state- Average number by
S. 180P articulars of gifts and donations
S. 181P articulars of exports
S. 182(1) Not later than twenty-one days before an annual general meeting of a Circulation of annual
S. 183T abling of accounts
S. 184A nnual return to be made to the Registrar
S. 185A nnual return to be made by a public company
S. 186D ocuments to be annexed to annual return of a public company
S. 187A nnual return to be made by a private company
S. 188A dditional certificates to be lodged by a private company
S. 189O ffence relating to annual return
S. 190(1) For the purposes of this Act, on the incorporation of a company- Registered office and
S. 191R egistered records office
S. 192R ecords and registers of a company
S. 193I nspection by members and others
S. 194P ublication of name of company
S. 195S eal of company
S. 196O fficial seal for use abroad
S. 197F orm of contracts and instruments
S. 198B ills of exchange and promissory notes
S. 199E xecution of deeds abroad
S. 200S ervice of documents on company
S. 201S ervice of documents by company
S. 202L iability of company not affected by officer's fraud or forgery
S. 203T he directors of a company
S. 204(1) A company shall have at least two directors. Company to have at
S. 205T he secretary
S. 206(1) The number of directors of a company shall be the number of first directors Appointment of
S. 207E ligibility of persons to be directors
S. 208R esidential requirements of directors
S. 209D irector's share qualification
S. 210V acation of office of director
S. 211R emoval of director
S. 212N o directions or instructions to be given to directors by a person not eligible to
S. 213A lternate directors
S. 214M anaging director
S. 215P owers and duties of directors
S. 216L imitations on powers of directors
S. 217P roceedings of directors
S. 218C ontracts in which directors are interested
S. 219P rohibition of loans by companies to directors
S. 220D uties of directors in connection with sales or purchases of the company's
S. 221I nterpretation
S. 222P ayments to directors for loss of office or on transfer of undertaking
S. 223P ayments to directors in connection with takeover bids
S. 224(1) A company shall keep a register of its directors and secretary or Register of directors
S. 225R egister of shares and debentures held by or in trust for directors and
S. 226R egistration of particulars of directors and secretaries
S. 227W here one director is named in letters, etc. all are to be named
S. 228L imited company may have directors with unlimited liability
S. 229A voidance of acts in dual capacity as director and secretary
S. 230(1) Where- Restraining fraudulent
S. 231P rohibition of assignment of offices
S. 232V alidity of acts of officers
S. 233C ompany may not indemnify officers
S. 234P ower to compromise with creditors and members
S. 235I nformation as to compromises with creditors and members
S. 236R econstruction and amalgamation of companies
S. 237P ower to acquire shares of minority on take-over
S. 238R ights of minority on take-over
S. 239R emedy against oppression
S. 240I nterpretation
S. 241E stablished place of business
S. 242F inancial year of a foreign company
S. 243A pplication of Part to existing foreign companies
S. 244R egister of foreign companies
S. 245(1) A body corporate formed outside Zambia (in this section called an "external Registration of a
S. 246(1) If a body corporate formed outside Zambia sets up or acquires an External company
S. 247R eturns required on alteration of registered particulars
S. 248F oreign company must appoint local directors
S. 249R esponsibilities of local directors
S. 250S ervice on foreign company
S. 251A nnual accounts of foreign company
S. 252K eeping of accounting records by foreign company
S. 253N ame of foreign company
S. 254P ublication of name of foreign company
S. 255R egistration of charges by foreign company
S. 256N otification of winding-up of foreign company
S. 257W inding-up of foreign company in Zambia
S. 258C essation of business of foreign company
S. 259P enalties and disabilities
S. 260I nvitations to the public relating to foreign companies
S. 261I nvitations to the public relating to other external bodies corporate
S. 262For the purposes of this Part, a reference to a member of a company Interpretation
S. 263M odes of winding-up
S. 264A pplication of repealed Act
S. 265L iability of members on winding-up
S. 266L imitation of liability
S. 267The liability of a member shall create a debt in the nature of a specially Nature of liability of a
S. 268L iability in case of death or bankruptcy of a member
S. 269J urisdiction to wind-up companies
S. 270A pplication of Division
S. 271P ersons who may petition for a company to be wound-up by the court
S. 272C ircumstances in which company may be wound-up by court
S. 273(1) Where, before the presentation of the petition for the winding-up of a Commencement of
S. 274(1) The person, other than the company itself or the liquidator thereof, on Payment of preliminary
S. 275P owers of court on hearing petition
S. 276P ower to stay or restrain proceedings against company
S. 277A voidance of dispositions
S. 278A voidance of attachments
S. 279C opy of order to be registered
S. 280P rovisional liquidator
S. 281S tay of actions
S. 282A ppointment and style of liquidators
S. 283P rovisions where a person other than official receiver is appointed liquidator
S. 284C ontrol of liquidators by official receiver
S. 285R emuneration of liquidators
S. 286C ustody and vesting of company's property
S. 287S tatement of company's affairs
S. 288R eport by liquidator
S. 289P owers of liquidator
S. 290E xercise and control of liquidator's powers
S. 291R elease of liquidator and dissolution of company
S. 292O rders for release or dissolution
S. 293D issolution of the company
S. 294M eetings to determine whether committee of inspection to be appointed
S. 295C onstitution and proceedings of committee of inspection
S. 296P ower to stay winding-up
S. 297A ppointment of special manager
S. 298C laims of creditors and distribution of assets
S. 299I nspection of books by creditors and members
S. 300(1) The court may summon before it any officer of the company or person Power to summon
S. 301(1) Where the liquidator has made a report stating that, in his opinion- Power to order public
S. 302(1) The court, at any time before or after the making of a winding-up order, on Power to arrest
S. 303Any powers by this Act conferred on the court shall be in addition to and not Powers of court
S. 304This Division shall apply to every voluntary winding-up of a company. Voluntary winding-up
S. 305(1) A company may be wound-up voluntarily if the company so resolves. Circumstances in
S. 306For the purposes of this Act, a voluntary winding-up commences at the time Commencement of
S. 307(1) The company shall from the commencement of the winding-up cease to Effect of voluntary
S. 308(1) Where it is proposed to wind-up a company voluntarily, the directors of the Declaration of
S. 309This Division shall apply to a members' voluntary winding-up of a company. Provisions applicable
S. 310(1) After the commencement of the winding-up of the company, the company Appointment of
S. 311(1) If the liquidator is at any time of the opinion that the company will not be Duty of liquidator to
S. 312(1) At any time during the course of a voluntary winding-up prior to the Staying of members'
S. 313This Division shall apply to a creditors' voluntary winding-up of a company. Provisions applicable
S. 314(1) Where a resolution for the voluntary winding-up of a company has been Meetings of creditors
S. 315(1) There shall be a committee of inspection for the winding-up of a company if Appointment of
S. 316(1) The committee of inspection, or, if there is no such committee, the Fixing of liquidator's
S. 317(1) Any attachment, sequestration, distress or execution put in force against Stay of proceedings
S. 318This Division shall apply to every voluntary winding-up of a company. Provisions applicable
S. 319Subject to the provisions of this Act as to preferential payments, the property Distribution of property
S. 320(1) If for any reason there is no liquidator acting, the court may appoint a Review by court of
S. 321(1) The liquidator may- Powers and duties of
S. 322(1) Where it is proposed that the whole or part of the business or property of a Power of liquidator to
S. 323(1) If a winding-up continues for more than one year, the liquidator shall Annual meetings of
S. 324(1) As soon as the affairs of the company are fully wound-up, the liquidator Final meeting and
S. 325(1) Any arrangement entered into between a company about to be or in the When an arrangement
S. 326(1) The liquidator or any member or creditor may apply to the court- Application to court to
S. 327All proper costs, charges and expenses of and incidental to the winding-up, Costs
S. 328Where a petition has been presented to the court to wind-up a company on Limitation on right to
S. 329This Division shall apply to every winding-up of a company. Provisions applicable
S. 330The court may at any time during the course of a winding-up direct a meeting Meetings of creditors
S. 331(1) A person shall be accounted a creditor of a company for the purposes of a Conduct of meetings
S. 332(1) A person shall not be eligible for appointment or competent to act or to Eligibility for
S. 333(1) Subject to this Act, the acts of a liquidator shall be valid notwithstanding Acts of liquidator valid
S. 334(1) A liquidator shall keep proper books at his office in which he shall cause to General provisions as
S. 335(1) Where a person other than the official receiver is the liquidator and there is Powers of official
S. 336Any person aggrieved by any act or decision of the liquidator may apply to the Appeal against
S. 337(1) A liquidator shall, within fourteen days after his appointment, lodge with the Notice of appointment
S. 338(1) A liquidator shall, within one month after- Liquidator's accounts
S. 339(1) Where a company is being wound-up, every invoice, order of goods or Notification that a
S. 340(1) Where a company is being wound-up, all books and papers of the Books of company
S. 341(1) Whenever the cash balance standing to the credit of a company in Investment of surplus
S. 342(1) Where a liquidator has in his hands or under his control- Unclaimed assets
S. 343(1) Unless expressly directed to do so by the official receiver pursuant to Expenses of
S. 344(1) The court may, as to all matters relating to the winding-up of a company, Meetings to ascertain
S. 345(1) In every winding-up, subject to this section, debts payable on a Proof of debts
S. 346(1) Subject to this Act, in a winding-up there shall be paid in priority to all other Preferential debts
S. 347(1) Any conveyance, transfer, mortgage, delivery of goods, payment, Avoidance of
S. 348A floating charge on the undertaking or property of the company created Avoidance of floating
S. 349(1) Where any property, business or undertaking has been acquired by a Liquidator's right to
S. 350(1) Where any part of the property of a company consists of- Disclaimer of onerous
S. 351(1) Where a creditor has issued execution against the goods or land of a Restriction of rights of
S. 352(1) Subject to subsection (3), where any goods of a company are taken in Duties of sheriff as to
S. 353(1) A person who, being a past or present officer or a past or present member Offences by officers of
S. 354Any person who gives or agrees or offers to give to any member or creditor of Inducement to be
S. 355Every officer or member of any company being wound-up who destroys, Penalty for falsification
S. 356If, when a company is wound-up, it is shown that the company failed to keep Liability where proper
S. 357(1) If an officer of a company who is knowingly a party to the contracting of a Liability for contracting
S. 358(1) If, in the course of winding-up, it appears that any person who has taken Power of court to
S. 359(1) If it appears to the court, in the course of either a winding-up by the court Prosecution of
S. 360A person who, while an officer of a company which is subsequently ordered to Frauds by officers of
S. 361(1) Where the Registrar has reasonabe cause to believe that a company is not Power of Registrar to
S. 362(1) Where a company has been dissolved under section two hundred and Power of court to
S. 363(1) Where, after a company has been dissolved, the Registrar is satisfied- Registrar to act as
S. 364(1) Subject to this section, this Part shall apply, with the necessary Winding-up of other
S. 365(1) In this section, "external company" means a body corporate incorporated in Winding-up of other
S. 366T he office of the Registrar of Companies
S. 367A ppointment of Registrar and Deputies
S. 368S taff of the Office
S. 369K eeping of registers and lodged documents
S. 370R egistration of documents
S. 371E xtension of time for lodgement
S. 372D ocuments to be in approved language
S. 373P rescribed forms
S. 374I nspection, copies and evidence
S. 375E videntiary provisions
S. 376E nforcement of duty to make returns
S. 377F ees
S. 378F ees to be paid into general revenues
S. 379A ppeal against a decision of the Registrar
S. 380C ollection of information and statistics from companies
S. 381(1) A person who, in any return, report, certificate, account or other document Penalty for false
S. 382P enalty for improper use of "Incorporated" or "Limited"
S. 383C ivil liability for fraudulent trading
S. 384O ffence of fraudulent trading
S. 385I mprisonment for failure to pay fine
S. 386C osts in actions by limited companies
S. 387Where more than one person is liable (whether as an officer of a body Contributions between
S. 388P ower to grant relief from civil liability
S. 389No person shall be liable to any action in damages for anything done or Exemption from
S. 390C ertificates and documents made or lodged under former Act
S. 391A rticles of existing companies
S. 392(1) Section fifteen shall not apply to an existing company that is a public Minimum capital for
S. 393R egisters, accounts, etc., of existing companies
S. 394R egistration of charges
S. 395D irectors' reports for existing companies
S. 396R elated bodies corporate of existing companies
S. 397D irectors of existing companies
S. 398B odies corporate formed outside Zambia with existing business in Zambia
S. 399Nothing in this Act shall abrogate or affect any special legislation relating to Companies subject to
S. 400(1) The Minister may, by statutory instrument, make regulations for or with Regulations
S. 401The Chief Justice may make Rules of Court governing the practice and Rules of court
S. 402The Companies Act is hereby repealed. Repeal of former Act
S. CSTATEMENT OF SOURCE AND APPLICATION OF FUNDS
S. DGROUP ACCOUNTS
S. in the formation or promotion of the company, or any past or present liquidator or assess damages
S. IPRELIMINARY
S. IIINCORPORATION AND MODIFICATION OF COMPANIES
S. IIIMEMBERSHIIP AND REGISTERS
S. IVSHARES AND SHARE CAPITAL
S. IXMANAGEMENT AND ADMINISTRATION
S. VDEBENTURES AND CHARGES
S. VIPUBLIC ISSUE OF SHARES, ETC.
S. VIIMEETINGS AND RESOLUTIONS
S. VIIIACCOUNTS, AUDIT AND ANNUAL RETURNS
S. XDIRECTORS AND SECRETARY
S. XISCHEMES OF ARRANGEMENT, TAKE-OVERS AND THE PROTECTION OF MINORITIES
S. XIIFOREIGN COMPANIES
S. XIIIWINDING-UP
S. XIVMISCELLANEOUS

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