Requirements as to constitution
22.—(1)  The constitution of every company shall comply with such requirements as may be prescribed, shall be dated and shall state, in addition to other requirements —
(a)the name of the company;
(b)if the company is a company limited by shares, that the liability of the members is limited;
(c)if the company is a company limited by guarantee, that the liability of the members is limited and that each member undertakes to contribute to the assets of the company, in the event of its being wound up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the company contracted before he ceases to be a member and of the costs, charges and expenses of winding up and for adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding a specified amount;
(d)if the company is an unlimited company, that the liability of the members is unlimited;
(e)if the company is an unlimited company or a company limited by guarantee, the number of members with which the company is applying to be registered;
(f)the full names, addresses and occupations of the subscribers to the constitution of the company; and
(g)that such subscribers are desirous of being formed into a company in pursuance of the constitution and (where the company is to have a share capital) respectively agree to take the number of shares in the capital of the company set out opposite their respective names.
[Act 36 of 2014 wef 03/01/2016]
(1AA)  Where a company to which subsection (1)(e) applies changes the number of its members with which it is registered, the company shall, within 14 days after the occurrence of such change lodge with the Registrar a notice of the change in the prescribed form.
[Act 36 of 2014 wef 03/01/2016]
(1AB)  If default is made by a company in complying with subsection (1AA), the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.
[Act 36 of 2014 wef 03/01/2016]
(1A)  On 30th January 2006, any provision (or part thereof) then subsisting in the constitution of any company which states —
(a)the amount of share capital with which the company proposes to be or is registered; or
(b)the division of the share capital of the company into shares of a fixed amount,
shall, in so far as it relates to the matters referred to in either or both of paragraphs (a) and (b), be deemed to be deleted.
[21/2005]
[Act 36 of 2014 wef 03/01/2016]
(2)  Each subscriber to the constitution shall, if the company is to have a share capital, make a declaration to the Registrar, either by himself or through a registered qualified individual authorised by him, as to the number of shares (not being less than one) that he agrees to take.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]
(3)  A statement in the constitution of a company limited by shares that the liability of members is limited shall mean that the liability of the members is limited to the amount, if any, unpaid on the shares respectively held by them.
[Act 36 of 2014 wef 03/01/2016]
(4)  A copy of the constitution, duly signed by the subscribers and stating, if the company is to have a share capital, the number of shares that each subscriber has agreed to take, shall be kept at the registered office of the company.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]
[Aust., 1961, s. 18]
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Last updated 13 May 2024
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