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Comparative table illustrating effect of Companies Amendment Bill, 2006
March 31, 2006

Read the Companies Amendment Bill, 2006

Existing provision Provision with proposed amendment (new material shown in red)
Clause 2 of Bill  
8 Memorandum of company
(3) Each subscriber to the memorandum of a company limited by shares must in his own handwriting state in words opposite to his name the number of shares he takes.

8 Memorandum of company
(3) Each subscriber to the memorandum of a company limited by shares must in his own handwriting state in words opposite to his name the number of shares he takes:
Provided that where the subscriber is—

(a) a company, association, syndicate or other corporate body, a director of the company or the authorised representative of any other corporate body; or
(b) a partnership, one of the partners; or
(c) a minor, the guardian;

as the case may be, shall indicate in their handwriting the number of shares taken.

Clause 3 of Bill  
14 Signing of memorandum
The memorandum shall be printed and shall be signed and dated, in the presence of at least one attesting witness, by each subscriber and opposite every such signature of a subscriber or a witness there shall be written in legible characters his full name, occupation, and full residential or business address.

14 Signing of memorandum
The memorandum shall be printed and shall be signed and dated, in the presence of at least one attesting witness, by each subscriber and opposite every such signature of a subscriber or a witness there shall be written in legible characters his full name, occupation, and full residential or business address:
Provided that where the subscriber is—

(a) a company, association, syndicate or other corporate body, a director of the company or the authorised representative of any other corporate body; or
(b) a partnership, one of the partners; or

(c) a minor, the guardian;

as the case may be, shall sign the memorandum.

Clause 4 of Bill  
187 Register of directors and secretaries

187 Register of directors and secretaries
(a1) In this section—

"identity document" means—

(i) a document issued to a person in terms of section 7(1) or (2) of the National Registration Act [Chapter 10:17] or a passport or drivers' licence issued by the Government of Zimbabwe; or

(ii) any passport, identity document or driver's licence issued by a foreign government.

(1) Every company shall keep at the office at which the register of members of the company is kept a register of its directors and secretaries.
(2) The said register shall contain with respect to each director his present Christian name and surname, any former Christian name and surname, his full residential or business address and postal address, his nationality and particulars of any other directorships held by him:
Provided that it shall not be necessary for the register to contain particulars of directorships held by a director in companies of which the company is the wholly owned subsidiary or which are the wholly owned subsidiaries either of the company or of another company of which the company is the wholly owned subsidiary, and for the purposes of this proviso the expression “company” shall include any body corporate incorporated in Zimbabwe.
(1) Every company shall keep at the office at which the register of members of the company is kept a register of its directors and secretaries.
(2) The said register shall contain with respect to each director his or her present first name and surname, any former first name and surname, an identification reference number appearing in his or her identity document, his or her full residential or business address and postal address, his or her nationality and particulars of any other directorships held by him or her:
Provided that it shall not be necessary for the register to contain particulars of directorships held by a director in companies of which the company is the wholly owned subsidiary or which are the wholly owned subsidiaries either of the company or another company of which the company is the wholly owned subsidiary, and for the purposes of this proviso the expression "company" shall include any body corporate incorporated in Zimbabwe.

(3) The said register shall contain the following particulars with respect to the secretary, that is to say—

(a) in the case of an individual, his present Christian name and surname, any former Christian name and surname and his full residential or business and postal addresses; and
(b) in the case of a corporation, partnership or other association, its name and registered or principal office.

(3) The said register shall contain the following particulars with respect to the secretary, that is to say—

(a) in the case of an individual, his or her present first name and surname, any former first name and surname, an identification reference number appearing in his or her identity document and his or her full residential address or business and postal addresses; and
(b) in the case of a corporation, partnership or other association, its name and registered or principal office.

(4) The company shall, within the periods respectively mentioned in subsection (5), deliver to the Registrar a return in the prescribed form containing the particulars specified in the said register and a notification in the prescribed form of any change among its directors or in its secretary or in any of the particulars contained in the register and of the date of any such change:
Provided that, except when making its annual return in terms of section one hundred and twenty-three, it shall not be necessary for a company to deliver to the Registrar a notification of any change in the particulars of directorships held by any of its directors in any other company.
(5) The period within which the return or notification referred to in subsection (4) is to be delivered to the Registrar shall be one month after the incorporation of the company or the date on which the change is notified to the company, as the case may be.
NO CHANGE
(6) It shall be the duty of every director and secretary of a company to furnish the company with all particulars required for inclusion in the said register, including any addition to or alteration or other change in any such particulars, and any director or secretary who neglects or fails without reasonable excuse to furnish the company with any particulars so required within seven days after demand made by the company, or who furnishes the company with any particular which is incorrect in any respect, shall be guilty of an offence and liable to a fine not exceeding level five or to imprisonment for a period not exceeding three months or to both such fine and such imprisonment. NO CHANGE

 

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