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Companies Amendment Bill, 2006 (HB 2, 2006)
March 31, 2006
Gazetted Friday 31st March, 2006

Read the Companies Amendment Act, 2006

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Companies Amendment Bill, 2006

MEMORANDUM

This Bill will amend the Companies Act [Chapter 24:03], by making provisions relating to the subscription to shares by minors and corporate bodies, lodging of further particulars by directors and secretaries of companies, replacement of lost or destroyed documents and incidental matters. A clause-by-clause analysis of the Bill is set out below:

Clause 1
Sets out the Bill's short title.

Clauses 2 and 3
These clauses provide that a guardian or director must sign the memorandum of the company or indicate the number of shares taken on behalf of a subscriber who is a minor or is a corporate body, as the case may be.

Clause 4
This clause provides that company directors and the company secretary must provide further identification particulars for inclusion in the register of their directors or secretaries. This is for the protection of the company and shareholders since it has been realised that the existing requirement of simply providing the residential address is inadequate as the address is subject to change.

Clause 5
This clause inserts a new section which provides for the procedure for replacing certain lost or destroyed documents. The purpose is to try to minimise fraudulent claims for the issue of duplicate certificates of incorporation or memoranda and articles of incorporation.

Clause 6
This clause provides for a period of twelve months within which existing companies are required to comply with the new requirements of furnishing to the Registrar further identification particulars concerning their directors and secretaries.

BILL

To amend the Companies Act [Chapter 24:03].

ENACTED by the President and the Parliament of Zimbabwe.

1 Short title
This Act may be cited as the Companies Amendment Act, 2006.

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