Companies Act 2007 · As enacted · 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.
Official translationFrom Department of Government Printing, unchanged
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 —
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
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.
Where it is proved to the satisfaction of the Registrar—
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
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.
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.
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.
The provisions of section 6 shall not apply in respect of a company to which a licence is granted under this section.
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.
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.
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