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Contents

Part I · Incorporation of Companies and Related Matters Essential Characteristics of Companies

15. Adoption or amendment of articles

Official English translation. The Sinhala text prevails. Open the official Sinhala text, official PDF on documents.gov.lk

(1)

Subject to the provisions of this Act and any conditions contained in its articles, a company may at any time by special resolution —

(a)

adopt new articles ;

(b)

if it has articles which differ from the articles of association set out in the First Schedule, adopt such articles as its articles ; or

(c)

alter its articles.

(2)

Where a company by a special resolution alters its articles, it shall give notice of such resolution to the Registrar within ten working days, setting out in full the text of the resolution and of any new articles or of any alterations to the company’s articles.

(3)

Where a company fails to comply with the requirement of subsection (2)—

(a)

the company shall be guilty of an offence and be liable on conviction to a fine not exceeding fifty thousand rupees ; and

(b)

every officer of the company who is in default shall be guilty of an offence and be liable on conviction to a fine not exceeding fifty thousand rupees.

Part II

Private Companies

Part III

Companies Limited by Guarantee

Part IV

Shares and Debentures Prospectus

Part V

Shareholders and Their Rights and Obligations

Part VI

Registration of Charges Registration of Charges with Registrar

Part VII

Management and Administration Registered Office

Part VIII

Amalgamations

Part IX

Compromises with Creditors

Part X

Approval of Arrangements, Amalgamations, and Compromises by Court

Part XI

Provisions Relating to Offshore Companies

Part XII

Winding Up

Part XIII

Administrators Appointment of Administrator

Part XIV

Floating Charges

Part XV

Receivers and Managers

Part XVI

Registrar-General of Companies and Registration Appointment of Officers

Part XVII

Application of Act to Existing Companies

Part XVIII

Overseas Companies

Part XIX

Advisory Commission

Part XX

Companies Disputes Board

Part XXI

Offences Miscellaneous Offences

Part XXII

Miscellaneous Prohibition of Partnership with More Than Twenty Members

Part XXIII

Repeals and Amendments

Schedules