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As enacted
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Part V · Shareholders and Their Rights and Obligations

92. Powers exercised by special resolution

Official English translation. The Sinhala text prevails. Open the official Sinhala text, official PDF on documents.gov.lk

(1)

Notwithstanding anything to the contrary contained in the articles of a company, when shareholders exercise a power to—

(a)

alter the company’s articles ;

(b)

approve a major transaction for the purpse of paragraphs (a) or (b) of subsection (1) of section 185 of this Act;

(c)

approve an amalgamation of the company under section 241 of this Act ;

(d)

reduce the company’s stated capital ;

(e)

resolve that the company be wound up voluntarily in terms of paragraph (b) or (c) of suchection (1) of section 319 of this Act;

(f)

change the name of a company ; or

(g)

change the status of a company, such powers shall be exercised by special resolution.

(2)

A special resolution passed in relation to a power referred to in paragraph (a), paragraph (b) or paragraph (c) of subsection (1), may be rescinded only by another special resolution.

(3)

A special resolution passed in relation to a power referred to in paragraph (d) or paragraph (e) of subsection (1), cannot be rescinded thereafter.

MINORITY BUY-OUT RIGHTS

Read on from s 93

Part VI

Registration of Charges Registration of Charges with Registrar

Read on from Part VI

Part VII

Management and Administration Registered Office

Read on from Part VII

Part VIII

Amalgamations

Read on from Part VIII

Part IX

Compromises with Creditors

Read on from Part IX

Part X

Approval of Arrangements, Amalgamations, and Compromises by Court

Read on from Part X

Part XI

Provisions Relating to Offshore Companies

Read on from Part XI

Part XII

Winding Up

Read on from Part XII

Part XIII

Administrators Appointment of Administrator

Read on from Part XIII

Part XIV

Floating Charges

Read on from Part XIV

Part XV

Receivers and Managers

Read on from Part XV

Part XVI

Registrar-General of Companies and Registration Appointment of Officers

Read on from Part XVI

Part XVII

Application of Act to Existing Companies

Read on from Part XVII

Part XVIII

Overseas Companies

Read on from Part XVIII

Part XIX

Advisory Commission

Read on from Part XIX

Part XX

Companies Disputes Board

Read on from Part XX

Part XXI

Offences Miscellaneous Offences

Read on from Part XXI

Part XXII

Miscellaneous Prohibition of Partnership with More Than Twenty Members

Read on from Part XXII

Part XXIII

Repeals and Amendments

Read on from Part XXIII

Schedules