Rescue, Rehabilitation and Insolvency (Corporate and Personal) Act 2026 · As enacted · Part XVII
464. Amendment of section 214 of the Companies Act
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
Section 214 of the Companies Act is hereby amended –
in paragraph (c) of subsection (1), by the substitution for the words “an offence of involving dishonest or fraudulent acts”, of the words “an offence of dishonesty or fraud”;
in paragraph (d) of subsection (1), by the substitution for the words “became insolvent”, of the words “met the insolvency proceeding condition or was dissolved without meeting that condition (in either case whether while the person was a director or subsequently)”;
in subsection (1), by the insertion immediately after the words “the management of a company,”, of the words and figures “or be appointed or act as an office holder within the meaning of subsection (1) of section 2 of the Rescue, Rehabilitation and Insolvency (Corporate and Personal) Act,
No. 12 of 2026”;
by the insertion immediately after subsection (1) thereof of the following new subsection:-
Rescue, Rehabilitation and Insolvency
“(1a) In deciding whether a person is unfit to be a director of a company for the purposes of paragraph (d) of subsection (1), the court shall have regard in particular to the following matters:–
any misfeasance or breach of any duty or trust by the person in relation to a company;
any contravention by the person of any other legal or regulatory requirement that applied by reason of being a director of a company;
the extent (if any) to which the person was responsible for the cause or causes of any contravention by a company of any legal or regulatory requirement applicable to the company;
the extent (if any) to which the person was responsible for the cause or causes of a company meeting the insolvency proceeding condition;
the number and frequency of the instances of the person’s conduct falling within paragraphs (a), (b), (c) and (d); and
the extent of any loss or harm caused by the person’s conduct in relation to a company.”;
in subsection (3), by the addition, immediately after the words “the Registrar”, of the words “or the Official Receiver”;
in subsection (5), by the addition , immediately after the words “to the Registrar”, of the words and figures
“and the
Authority within the meaning of subsection (1) of section 2 of the Rescue, Rehabilitation and
Rescue, Rehabilitation and Insolvency
Insolvency (Corporate and Personal) Act,
No. 12 of 2026”;
by the insertion immediately after subsection (7)
thereof of the following new subsections: -
“(8) For the purposes of this section, a company meets the insolvency proceeding condition if –
the liquidation of the company commences and, with respect to that liquidation, section 302 of the Rescue, Rehabilitation and Insolvency (Corporate and Personal)
Act, No. 12 of 2026 either does not apply or ceases to apply to the company;
the administration of the company commences; or
a receiver is appointed under the Rescue,
Rehabilitation and Insolvency (Corporate and Personal) Act, No. 12 of 2026 in respect of the whole, or substantially the whole, of the property and undertaking of the company.
For the purposes of this section, an overseas company meets the insolvency proceeding condition, if the company enters into an insolvency proceeding of any description
(including an interim proceeding) in any jurisdiction.”.