An Act relating to companies.
1. This Act may be cited as the Companies Act.*
*Notes:—The abbreviations used in the marginal references to other Acts are references to the
following Acts as amended: U.K.: U.K. 1948 c. 38. Aust.: Victoria No. 6839/1961.
Division into Parts.
2. This Act is divided into Parts, Divisions and Subdivisions as follows:
Part II ... Administration of this Act sections 8-16.
... Division 1 — Incorporation sections 17-22. Part III
Constitution of Companies
... Division 2 — Powers sections 23-42A.
... Division 1 —Prospectuses sections 43-56. Part IV
Shares, Debentures and Charges
Division 2 — Restrictions on allotment and
commencement of business sections 57-62.
Division 3 — Shares sections 62A-78.
Division 3A—Reduction of Share Capital sections
Division 4 — Substantial shareholdings sections
Division 5 — Debentures sections 93-106.
Division 6 — Interests other than shares,
debentures, etc., sections 107-120.
Division 7 — Title and transfers sections 121-130.
Division 7A — Central Depository System — a
book entry or scripless system for the transfer of
securities sections 130A-130P.
Division 8 — Registration of charges sections
... Division 1 — Office and name sections 142-144. Part V
Division 2 — Directors and Officers sections 145-
Division 3 —Meetings and proceedings sections
Division 4 —Register of members sections 190-
Division 5 — Annual return sections 197-198.
... Division 1 — Accounts sections 199-204. Part VI
Accounts and Audit
Division 2 — Audit sections 205-209B.
Part VII ... Arrangements, Reconstructions and
Amalgamations sections 210-216B.
Part VIII ... Receivers and Managers sections 217-227.
Part VIIIA ... Judicial Management sections 227A-227X.
Part IX ... Investigations sections 228-246.
... Division 1 — Preliminary sections 247-252. Part X
Division 2 — Winding up by Court sections 253-
Subdivision (1) General sections 253-262.
Subdivision (2) Liquidators sections 263-276.
Subdivision (3) Committees of inspection sections
Subdivision (4) General powers of Court sections
Division 3 — Voluntary winding up sections 290-
Subdivision (1) Introductory sections 290-293.
Subdivision (2) Provisions applicable only to
members’ voluntary winding up sections 294-295.
Subdivision (3) Provisions applicable only to
creditors’ voluntary winding up sections 296-299.
Subdivision (4) Provisions applicable to every
voluntary winding up sections 300-312.
Division 4 — Provisions applicable to every mode
of winding up sections 313-349.
Subdivision (1) General sections 313-326.
Subdivision (2) Proof and ranking of claims
Subdivision (3) Effect on other transactions
Subdivision (4) Offences sections 336-342.
Subdivision (5) Dissolution sections 343-349.
Division 5—Winding up of unregistered
companies sections 350-354.
... Division 1 — Investment companies sections 355-
Various Types of Companies,
Division 2 — Foreign companies sections 365-
... Division 1 — Enforcement of this Act sections
sections 387-411 Division 2 — Offences sections 400-409A.
Division 3 — Miscellaneous sections 410-411.
3. —(1) The written laws mentioned in the First Schedule to the extent to which they are therein
expressed to be repealed or amended are hereby repealed or amended accordingly.
(2) Unless the contrary intention appears in this Act —
(a) all persons, things and circumstances appointed or created under any of the repealed or amended
written laws or existing or continuing under any of such written laws immediately before 29th
December 1967 shall under and subject to this Act continue to have the same status operation and
effect as they respectively would have had if such written laws had not been so repealed or
(b) in particular and without affecting the generality of paragraph (a), such repeal shall not disturb
the continuity of status, operation or effect of any Order in Council, order, rule, regulation, scale of
fees, appointment, conveyance, mortgage, deed, agreement, resolution, direction, instrument,
document, memorandum, articles, incorporation, nomination, affidavit, call, forfeiture, minute,
assignment, register, registration, transfer, list, licence, certificate, security, notice, compromise,
arrangement, right, priority, liability, duty, obligation, proceeding, matter or thing made, done,
effected, given, issued, passed, taken, validated, entered into, executed, lodged, accrued, incurred,
existing, pending or acquired under any of such written laws before that date.
(3) Nothing in this Act shall affect the Table in any repealed written law corresponding to Table A
in the Fourth Schedule or any part thereof (either as originally enacted or as altered in pursuance of
any statutory power) or the corresponding Table in any former written law relating to companies
(either as originally enacted or as so altered) so far as the same applies to any company existing on
29th December 1967.
(4) The provisions of this Act with respect to winding up other than the provisions of Subdivision
(5) of Division 4 of Part X shall not apply to any company or society of which the winding up has
commenced before 29th December 1967, but every such company or society shall be wound up in
the same manner and with the same incidents as if this Act had not been passed and for the purposes
of the winding up the written laws under which the winding up commenced shall be deemed to
remain in full force.
4. —(1) In this Act, unless the contrary intention appears —
"accounting records" , in relation to a corporation, includes such working papers and other
documents as are necessary to explain the methods and calculations by which accounts of the
corporation are made up;
"Accounting Standards" means the Accounting Standards prescribed under section 200A (1) (a);
"accounts" means profit and loss accounts and balance-sheets and includes notes (other than
auditors’ reports or directors’ reports) attached or intended to be read with any of those profit and
loss accounts or balance-sheets;
"Act" includes any regulations;
"annual general meeting" , in relation to a company, means a meeting of the company required to be
held by section 175;
"annual return" means —
(a) in relation to a company having a share capital, the return required to be made by section 197
(b) in relation to a company not having a share capital, the return required to be made by section
and includes any document accompanying the return;
"approved liquidator" means—
(a) a person who falls within a class of persons declared as approved liquidators under section 9 (1);
(b) a person who has been approved under section 9 (2) as a liquidator and whose approval has not
"articles" means articles of association;
"audit requirements" means the requirements of sections 201 (4) and (4A) and 207;
"Authority" means the Accounting and Corporate Regulatory Authority established under the
Accounting and Corporate Regulatory Authority Act 2004;
"banking corporation" means a licensed bank under any written law relating to banking;
"books" includes any account, deed, writing or document and any other record of information
however compiled, recorded or stored whether in written or printed form or microfilm by electronic
process or otherwise;
"borrowing corporation" means a corporation that is or will be under a liability (whether or not such
liability is present or future) to repay any money received or to be received by it in response to an
invitation to the public to subscribe for or purchase debentures of the corporation;
"branch register" means —
(a) in relation to a company —
(i) a branch register of members of the company kept in pursuance of section 196; or
(ii) a branch register of holders of debentures kept in pursuance of section 93,
as the case may require; and
(b) in relation to a foreign company, a branch register of members of the company kept in
pursuance of section 379;
"business day" means any day other than a Saturday, Sunday or public holiday;
"certified" , in relation to a copy of a document, means certified in the prescribed manner to be a
true copy of the document and, in relation to a translation of a document, means certified in the
prescribed manner to be a correct translation of the document into the English language;
"charge" includes a mortgage and any agreement to give or execute a charge or mortgage whether
upon demand or otherwise;
"company" means a company i