贊比亞《公司法》the-companies-act

1、1-Interpretation1. (1) In these regulations, unless the context otherwise requires:“Act“ means the Companies Act, 1994;“prescribed rate of interest“ means the rate of interest prescribed in regulations made under the A

2、ct for the purposes of the Standard Articles;“seal“ means the common seal of the company and includes any official seal of the company;“resolution“ means an ordinary resolution of the company;“secretary“ means any person

3、 appointed to perform the duties of a secretary of the company.(2) Unless the context otherwise requires an expression, if used in a provision of these regulations that deals with a matter dealt with by a particular pro

4、vision of the Act, has the same meaning as in that provisions of the Act.2-Share Capital and Variation of Rights2. Without prejudice to any special rights previously conferred on the holders of any existing shares or

5、 class of shares, but subject to the Act, shares in the company may be issued by the directors and any such share may be issued with such preferred deferred or other special rights or such restrictions, whether with rega

6、rd to dividend, voting, return of capital or otherwise, as the director, subject to a resolution, determine.3. The directors shall not issue any rights or options to shares in favour of any persons unless the issue h

7、as been authorised at a general meeting by a special resolution.4. Subject to the Act, any preference shares may, with the sanction of a resolution, be issued on the terms that they are, or at the option of the compa

8、ny are liable to be redeemed.5. (1) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that

9、class) may, whether or not the company is being wound-up, be varied with the consent in writing of the holders of three-quarters of the issued shares of that class, or with the sanction of a special resolution passed at

10、a separate meeting of the holders of the shares of the class.(2) The provisions of the Act and these regulations relating to general meetings apply so far as they are capable of application and with the necessary modifi

11、cations to every such class meeting except that-(a) where a class has only one member-that member shall constitute a meeting;(b) in any other case- a quorum shall be constituted by two persons who, between them, hold or

12、represent by proxy one-third of the issued shares of the class; and(c) any holder of shares of the class, present in person or by proxy, may demand a poll.(3) The rights conferred upon the holders of the shares of any c

13、lass issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the shares of that class, be varied by the creation or issue of further shares ranking equally with the first

14、-mentioned shares.6. (1) The Company may make payments by way of brokerage or commission on the issue of shares.these regulations be deemed to be a call duly made and payable on the date on which by the terms of issue

15、the sum becomes payable, and, in case of non-payment, all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise apply as if the sum had become payable by virtue of a

16、 call duly made and notified.14. The directors may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment.15. (1) The directors may accept from a me

17、mber the whole or a part of the amount unpaid on a share although no part of that amount has been called up.(2) The directors may authorise payment by the company of interest upon the whole or any part of an amount so a

18、ccepted, until the amount becomes payable, at a rate agreed upon between the directors and the member paying the sum subject to subregulation (3).(3) For the purposes of subregulation (2), the rate of interest shall not

19、 be greater than-(a) if the company has, by resolution, fixed a rate-rate the so fixed; and(b) in any other case the prescribed rate of interest.4-Lien16. (1) The company has a first and paramount lien on every share (

20、not being a fully paid share) for all money (whether presently payable or not) called or payable at a fixed time in respect of that share.(2) The company also has a first and paramount lien on all shares (other than ful

21、ly paid shares) registered in the name of a sole holder for all money presently payable by him or his estate to the company.(3) The directors may at any time exempt a share wholly or in part from the provisions of this

22、regulation.(4) The company's lien (if any) on a share extends to all dividends payable in respect of the share.5-Forfeiture of Shares17. (1) If a member fails to pay a call or instalment of a call on the day appoi

23、nted for payment of the call or instalment, the directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call

24、or instalment as is unpaid, together with any interest that has accrued.(2) The notice shall name a further day (not earlier than the expiration of fourteen days from the date of service of the notice) on or before whic

25、h the payment required by the notice is to be made and shall state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.18. (

26、1) If the requirements of a notice served under regulation 17 are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been