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As enacted
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Part III · Companies Limited by Guarantee

34. Power to dispose with “limited” in the name of charitable and other companies

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

(1)

Where the Registrar is satisfied that an association about to be formed as a company limited by guarantee is to be formed for promoting commerce, art, science, religion, charity, sport, or any other useful object, and intends to apply its profits, if any, or other income in promoting its objects, and to prohibit the payment of any dividend to its members —

(a)

the Registrar may by licence direct that the association be registered as a company limited by guarantee, without the addition of the word

“Limited” to its name; and

(b)

the association may be registered accordingly and shall on registration enjoy all the privileges and subject to the provisions of this section, be subject to all the obligations of a limited company.

(2)

Where it is proved to the satisfaction of the Registrar—

(a)

that the objects of a company limited by guarantee are restricted to those specified in subsection (1)

and to objects incidental or conducive to them; and

(b)

that by its articles the company is required to apply its profits or other income in promoting its objects and is prohibited from paying any dividend to its members, the Registrar may by licence authorize the company to make by special resolution a change in its name including or consisting of the omission of the word “Limited”. The provisions of subsections (2), (3), (4) and (5) of section 8

shall apply to a change of name under this subsection.

(3)

A licence granted under this section may be subject to such terms and conditions as the Registrar thinks necessary for the purpose of ensuring that the association conforms to the requirements of subsection (1). The terms and conditions shall be binding on the association and shall, if the Registrar so directs, be incorporated into the articles of such company.

(4)

No alteration may be made in the articles of a company to which a licence has been granted under this section, without the prior written approval of the Registrar.

(5)

The provisions of section 6 shall not apply in respect of a company to which a licence is granted under this section.

(6)

A licence granted under this section may at any time be revoked by the Registrar where the company to which the licence is granted fails to comply with the requirements of subsection (1) or subsection (3). Upon revocation of a licnece, the Registrar shall enter upon the register the word “Limited”

at the end of the name of the company, and the company shall cease to enjoy the exemptions and privileges granted by the provisions of this section. The provision of subsections (3) and (4) of section 8 shall apply to a change of name under this subsection.

(7)

Before a licence is revoked under subsection (6), the

Registrar shall give the company notice in writing of his intention and shall afford the association or company an opportunity of being heard in opposition to the revocation.

(8)

Where an association in respect of which a licence under this section is in force alters the provisions of its constitution with respect to its objects, the Registrar may, unless he sees fit to revoke the licence, vary, add to or alter the terms and conditions subject to which the license was granted.

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