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COMPANIES ACT 1981 No. 89 of 1981 - SECT 35 Registration and incorporation

COMPANIES ACT 1981 No. 89 of 1981 - SECT 35

Registration and incorporation

35. (1) Persons desiring the incorporation of a company shall lodge the
memorandum and the articles (if any) of the proposed company with the
Commission together with the other documents required to be lodged by or under
this Act and the Commission shall, subject to this Act, register the company
by registering the memorandum and articles (if any).

(2) On the registration of the memorandum, the Commission shall certify under
its common seal that the company is, on and from the date specified in the
certificate, incorporated and that the company is-

   (a)  a company limited by shares;

   (b)  a company limited by guarantee;

   (c)  a company limited both by shares and by guarantee;

   (d)  an unlimited company; or

   (e)  a no liability company, as the case may be, and, where applicable,
        that it is a proprietary company.

(3) The Commission shall keep a copy of a certificate under sub-section (2)
and sub-sections 31(2) and (5) apply to that copy as if it were a document
lodged with the Commission.

(4) On and from the date of incorporation specified in the certificate of
incorporation, but subject to this Act, the subscribers to the memorandum,
together with such other persons as from time to time become members of the
company, are an incorporated company by the name set out in the memorandum.

(5) The company-

   (a)  is capable forthwith of performing all the functions of a body
        corporate;

   (b)  is capable of suing and being sued;

   (c)  has perpetual succession and shall have a common seal; and

   (d)  has power to acquire, hold and dispose of property.

(6) The members of the company have such liability as members of the company
to contribute to the property of the company in a winding up of the company as
is provided by this Act.

(7) The subscribers to the memorandum shall be deemed to have agreed to become
members of the company and, on the incorporation of the company, each
subscriber becomes such a member and his name shall be entered in the register
of members of the company.

(8) Each other person who agrees to become a member of the company and whose
name is entered in the register of members of the company becomes a member of
the company.

(9) A company shall not be registered under sub-section (1) unless the name
under which the company is proposed to be registered is reserved under
section  40 in respect of the company.