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As enacted
Contents

Act of Parliament

Companies (Amendment) Act 2014

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

s 1Short title

This Act may be cited as the Companies (Amendment)

Act, No. 13 of 2014 as follows :—

s 2Amendment of section 132 of the Companies Act, No.7 of 2007

Section 132 of the Companies Act, No. 7 of 2007

(hereinafter referred to as the “principal enactment”) is hereby amended by the repeal of that section and the substitution therefore of the following new section :—

132. (1) Every private company shall transmit to the Registrar with it’s annual return—

(a)

a declaration signed by the directors of the company to the effect that to the best of their knowledge and belief, they have complied with the requirements of the principal enactment ;

(b)

a certificate signed by a director and the secretary of the company—

(i)

confirming that the company has not since the date of the last return or in the case of a first return, since the date of the incorporation of the company, as the case may be, issued any invitation to the public to subscribe for any shares or debentures of the company ;

“Declaration and certificates to be sent by every private company with the annual return.

(ii)

where the annual return discloses the fact that the number of shareholders of the company exceeds fifty, and such excess consists wholly of persons not included under section 27 in relation to that limit imposed under that section ;

(c)

a certificate issued by the

Commissioner-General of Inland

Revunue confirming that the company has fulfilled the requirements specified in section 106 of the Inland Revenue

Act, No. 10 of 2006.

(2)

(a) Subject to section 131, every private company shall with the annual return of such company, or any time prior to the winding up of such company or change of status or a similar situation specified in this

Act, notify in writing to the Registrar in the manner prescribed any such winding up or change if any to be taken place.

(b)

It shall be the duty of the Registrar to transmit a copy of such notice to the

Commissioner-General of Inland Revenue.

For the purposes of this section—

“Similar situation”

means an arrangement, amalgamation, merger or compromise as specified in the Act.”.

s 3Amendment of Ninth Schedule to the principal enactment

The item 2 of the Ninth Schedule to the principal enactment is hereby amended as follows :–

(1)

in paragraph (b), by the substitution for the words

“chargeable for one complete year prior to the commencement of the liquidation, that year to be selected” of the words “chargeable for five complete years prior to the commencement of the liquidation, that five year period to be selected”;

(2)

in paragraph (d), by the repeal of that paragraph and substitution therefor of the following new paragraph :—

“(d)

value added tax charged or chargeable for taxable periods within five year period prior to the commencement of the liquidation, such taxable periods to be selected by the

Commissioner-General of Inland Revenue in accordance with the provisions of the

Value Added Tax Act, No. 14 of 2002;”.

s 4Amendment of section 529 of the principal enactment

Section 529 of the principal enactment is hereby amended by the insertion immediately after the definition of the expression “class” of the following definition :—

“Commissioner-General of Inland Revenue” means the

Commissioner-General of Inland Revenue appointed under section 208 of the Inland Revenue

Act, No. 10 of 2006.

s 5Sinhala text to prevail in case of inconsistency

In the event of any inconsistency between the Sinhala and Tamil texts of this Act, the Sinhala text Shall prevail.