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As enacted
Contents

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

4. Method of incorporating a company

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

(1)

Subject to the provisions of subsection (2), any person or persons may apply to incorporate a company, other than a company limited by guarantee, by making an application for the same to the Registrar in the prescribed form signed by each of the initial shareholders, together with the following documents :-

(a)

a declaration stating that to the best of such person or persons knowledge, the name of the company is not identical or similar to that of an existing company ;

(b)

the articles of association of the company, if different from the articles set out in the First Schedule hereto, and signed by each of the initial shareholders ;

(c)

consent from each of the initial directors under section 203, to act as a director of the company ; and

(d)

consent from the initial secretary under subsection (2) of section 221, to act as secretary of the company.

(2)

A company shall have not less than two shareholders, provided that a company may have a single shareholder where such single shareholder is the Secretary to the Treasury who is holding shares on behalf of the Government of Sri Lanka or is an individual or a body corporate.

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