Commonwealth Numbered Acts

COMPANIES ACT 1981 No. 89 of 1981 - SECT 239

Division 3-Meetings and Proceedings

239. (1) Where a public company that is a limited company and has a share
capital or a no liability company-

   (a)  issues a prospectus inviting applications or offers from the public to
        subscribe for, or offering to the public for subscription, shares in
        the company; and

   (b)  the company has not previously issued such a prospectus, the company
        shall, within a period of not less than one month and not more than 3
        months after the date on which the company allots shares pursuant to
        the prospectus, hold a general meeting of the members of the company,
        to be
called the ''statutory meeting''.

(2) The directors shall at least 7 days before the day on which the meeting
is to be held send a report, to be called the ''statutory report'', to every
member of the company.

(3) The statutory report shall be certified by not less than 2 directors of
the company and shall state, as at the date of the report-

   (a)  the total number of shares allotted, distinguishing shares allotted as
        fully or partly paid up otherwise than in cash, and stating, in the
        case of shares partly paid up, the extent to which they are so paid
        up, and in either case the consideration for which they have been
        allotted;

   (b)  the total amount of cash received by the company in respect of all the
        shares allotted and so distinguished;

   (c)  an abstract of the receipts of the company and of the payments made
        out of those receipts up to a date within 7 days of the date of the
        report exhibiting under distinctive headings the receipts from shares
        and debentures and other sources, the payments made out of those
        receipts and particulars concerning the balance remaining in hand, and
        an account or estimate of the preliminary expenses;

   (d)  the names and addresses and descriptions of the directors, trustees
        for holders of debentures (if any), auditors (if any),
        principal executive officers and secretaries of the company; and

   (e)  the particulars of any contract the modification of which is to be
        submitted to the meeting for its approval together with the
        particulars of the modification or proposed modification.

(4) The statutory report shall, so far as it relates to the shares allotted
and to the cash received in respect of such shares and to the receipts and
payments on capital account, be examined and reported upon by the auditors (if
any).

(5) The directors shall cause a copy of the statutory report and the auditor's
report (if any) to be lodged with the Commission at least 7 days before the
date of the statutory meeting.

(6) The directors shall cause a list showing the names and addresses of the
members, and the numbers of shares held by them respectively, to be produced
at the commencement of the meeting and to remain open and accessible to any
member during the continuance of the meeting.

(7) The members present at the meeting are at liberty to discuss any matter
relating to the formation of the company or arising out of the statutory
report, whether previous notice has been given or not, but no resolution of
which notice has not been given in accordance with the articles may be passed.

(8) The meeting may adjourn from time to time and, at any adjourned meeting,
any resolution of which notice has been given in accordance with the articles
either before or after the former meeting may be passed and the adjourned
meeting has the same powers as an original meeting.

(9) The meeting may by resolution appoint a committee or committees of
inquiry, and at any adjourned meeting a special resolution may be passed that
the company be wound up if, notwithstanding any other provision of this Act,
at least 7 days notice of intention to propose the resolution has been given
to every member of the company.

(10) In the event of any default in complying with the provisions of this
section, any officer of the company who is in default and any director of the
company who fails to take all reasonable steps to secure compliance with the
provisions of this section are each guilty of an offence.