Companies Act 2007 · As enacted · Part VII · Management and Administration Registered Office
182. Power to impose restrictions on shares or debentures
Official English translation. Where it differs from the Sinhala or Tamil text, the Act itself says which text prevails.
Official translationFrom Department of Government Printing, unchanged
Where in connection with an investigation under the provisions of section 180 or section 181, it appears to the Registrar that there is difficulty in finding out the relevant facts about any shares (whether issued or to be issued), and that the difficulty is due wholly or mainly to the unwillingness of the persons concerned or any of them to assist the investigation as required by the Registrar, the
Registrar may by order direct that the shares shall until further order, be subject to the restrictions imposed by this section.
So long as any shares are directed to be subject to the restrictions imposed by this section —
any transfer of those shares or in the case of unissued shares any transfer of the right to be issued with them and any issued of them, shall be void;
no voting rights shall be exercisable in respect of those shares;
no further shares shall be issued in right of those shares or pursuant to any offer made to the holder of them;
except in a liquidation, no payment shall be made on any sums due from the company on those shares, whether in respect of capital or otherwise.
Where the Registrar makes an order directing that shares shall be subject to the restriction set out in subsection (2), or refuses to make an order directing that shares shall cease to be subject to those restrictions, any person aggrieved by the order may appeal to the court against the order under section 472. The court may, if it thinks fit, direct that the shares shall cease to be subject to those restrictions.
Any order made by the Registrar or the court directing that shares shall cease to be subject to the restrictions set out in subsection (2) which is expressed to be made with a view to permitting a transfer of those shares, may continue the restrictions specified in paragraphs (c) and (d) of subsection (2) either in whole or in part, so far as they relate to any right acquired or offer made before the transfer.
Any person who—
exercises or purports to exercise any right to dispose of any shares which, to his knowledge, are for the time being subject to the restrictions specified in subsection (2) or of any right to be issued with any such shares;
votes in respect of any such shares whether as holder or proxy, or appoints a proxy to vote in respect of them; or
being the holder of any such shares fails to notify of the restrictions to any person whom he does not know to be aware of them but does know to be entitled, apart from the restrictions to vote in respect of those shares, whether as holder or proxy, shall be guilty of an offence and be liable on conviction to a fine not exceeding five hundred thousand rupees or to a term of imprisonment of a term not exceeding two years or to both such fine and imprisonment.
Where shares in any company are issued in contravention of the restrictions specified in subsection (2)—
the company shall be guilty of an offence and be liable on conviction to a fine not exceeding two hundred thousand rupees; and
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 one hundred thousand rupees.
A prosecution shall not be instituted under this section except by or with the consent of the Registrar.
The provisions of this section shall apply in relation to debentures as it applies in relation to shares.
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