Registration and incorporation
19.—(1)  A person desiring the incorporation of a company shall —
(a)submit to the Registrar the constitution of the proposed company and such other documents as may be prescribed;
[Act 36 of 2014 wef 03/01/2016]
(b)furnish the Registrar with such information as may be prescribed; and
(c)pay the Registrar the prescribed fee.
[12/2002]
(2)  Either —
(a)a registered qualified individual engaged in the formation of the proposed company; or
[Act 36 of 2014 wef 03/01/2016]
(b)a person named in the constitution as a director or the secretary of the proposed company,
[Act 36 of 2014 wef 03/01/2016]
shall make a declaration to the Registrar that —
(i)all of the requirements of this Act relating to the formation of the company have been complied with; and
(ii)he has verified the identities of the subscribers to the constitution, and of the persons named in the constitution as officers of the proposed company,
[Act 36 of 2014 wef 03/01/2016]
and the Registrar may accept such declaration as sufficient evidence of those matters.
[12/2002; 8/2003]
(3)  Upon receipt of the documents, information and payment referred to in subsection (1) and declaration referred to in subsection (2), the Registrar shall, subject to this Act, register the company by registering its constitution.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]
Notice of incorporation
(4)  On the registration of the constitution the Registrar shall issue in the prescribed manner a notice of incorporation in the prescribed form stating that the company is, on and from the date specified in the notice, incorporated, and that the company is —
(a)a company limited by shares;
(b)a company limited by guarantee; or
(c)an unlimited company,
as the case may be, and where applicable, that it is a private company.
[15/84; 12/2002]
[Act 36 of 2014 wef 03/01/2016]
Effect of incorporation
(5)  On and from the date of incorporation specified in the notice issued under subsection (4) but subject to this Act, the subscribers to the constitution together with such other persons as may from time to time become members of the company shall be a body corporate by the name contained in the constitution capable immediately of exercising all the functions of an incorporated company and of suing and being sued and having perpetual succession and a common seal with power to hold land but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is provided by this Act.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]
Members of company
(6)  The subscribers to the constitution shall be deemed to have agreed to become members of the company and on the incorporation of the company shall be entered as members —
(a)in the case of a public company, in the register of members kept by the public company under section 190; or
(b)in the case of a private company, in the electronic register of members kept by the Registrar under section 196A.
[Act 36 of 2014 wef 03/01/2016]
(6A)  Apart from the subscribers referred to in subsection (6), every other person who agrees to become a member of a company and whose name is entered —
(a)in the case of a public company, in the register of members kept by the public company under section 190; or
(b)in the case of a private company, in the electronic register of members kept by the Registrar under section 196A,
is a member of the company.
[Act 36 of 2014 wef 03/01/2016]
(7)  Upon the application of a company and payment of the prescribed fee, the Registrar shall issue to the company a certificate of confirmation of incorporation.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]
[UK, 1948, ss. 12-15, 26; Aust., 1961, s. 16]