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As enacted
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Part VII · Management and Administration Registered Office

185. Major transactions

Official English translation. Where it differs from the Sinhala or Tamil text, the Act itself says which text prevails.

(1)

A company shall not enter into any major transaction, unless such transaction is—

(a)

approved by special resolution;

(b)

contingent on approval by special resolution;

(c)

consented to in writing by all the shareholders of the company; or

(d)

a transaction which the company is expressly authorised to enter into by a provision in its articles, which was included in it at the time the company was incorporated.

(2)

In this section the reference to—

“assets” includes property of any kind, whether corporal or incorporeal;

“major transaction”, means—

(a)

the acquisition of or an agreement to acquire whether contingent or not, assets of a value which is greater than half the value of the assets of the company before the acquisition;

(b)

the disposition of an agreement to dispose of, whether contingent or not, the whole or more than half by value of the assets of the company;

(c)

a transaction which has or is likely to have the effect of the company acquiring rights or interests or incurring obligations or liabilities of a value which is greater than half the value of the assets before the acquisition; or

(d)

a transaction or series of related transactions which have the purpose or effect of substantially altering the nature of the business carried on by the company.

(3)

Nothing in this section shall apply to—

(a)

a transaction under which a company gives or agrees to give a floating charge over all or any part of the property of the company;

(b)

a transaction entered into by a receiver appointed pursuant to an instrument creating a floating charge over all or any part of the property of a company;

(c)

a transaction entered into by an administrator or liquidator of a company.

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