Companies Ordinance, 1984

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1. Short title, extent and commencement.
2. Definitions.
3. Meaning of "subsidiary" and "holding company".
4. Ordinance not to apply to certain corporations.
5. Application of Ordinance to non-trading companies with purely provincial objects.
6. Ordinance to override memorandum, articles, etc.
7. Jurisdiction of the Courts.
8. Constitution of Company Benches.
9. Procedure of the Court.
10. Appeals against Court orders.
12. Powers and functions of the Authority
13. Reference by the Federal Government or Authority to the Court.
14. Obligation to register certain associations, partnerships, etc, as companies.
15. Mode of forming a company.
16. Memorandum of company limited by shares.
17. Memorandum of company limited by guarantee.
18. Memorandum of unlimited company.
19. Printing, signature, etc, of memorandum.
20. Restriction on alteration of memorandum.
21. Alteration of memorandum.
22. Power of Authority when confirming alteration.
23. Exercise of discretion by Authority.
24. Procedure on confirmation of the alteration.
25. Effect of failure to register within ninety days.
26. Registration of articles.
27. Printing, signature, etc of articles.
28. Alteration of articles.
29. Form of memorandum and articles.
30. Registration of memorandum and articles, etc.
31. Effect of memorandum and articles.
32. Effect of registration.
33. Conclusiveness of certificate of incorporation.
34. Effect of alteration in memorandum or articles.
35. Copies of memorandum and articles to be given to members.
36. Alteration of memorandum or articles to be noted in every copy.
37. Prohibition of certain names.
38. Rectification of name of a company.
39. Change of name by a company.
40. Registration of change of name and effect thereof.
41. Alteration of names on commencement of Ordinance and change of status of company.
42. Power to dispense with "Limited" in the name of charitable and other companies.
43. Provision as to companies limited by guarantee.
44. Conversion of public company into private company.
45. Prospectus or statement in lieu of prospectus to be filed by private company on ceasing to be private company
46. Consequence of default in complying with conditions constituting a company a private company.
47. Liability for carrying on business with less than seven or, in the case of a private company, two members.
48. Service of documents on company.
49. Service of documents on registrar.
50. Service of notice on members, etc.
51. Authentication of documents and proceedings.
52. Prospectus to be dated.
53. Matters to be stated and reports to be set out in prospectus.
54. Expert to be unconnected with formation or management of company.
55. Expert's consent to issue of prospectus containing statement by him.
56. Penalty and interpretation.
57. Approval, issue and registration of prospectus.
58. Terms of contract mentioned in prospectus or statement in lieu of prospectus not to be varied.
59. Civil liability for mis-statements in prospectus.
60. Criminal liability for mis-statements in prospectus.
61. Document containing offer of shares or debentures for sale to be deemed prospectus.
62. Offer of shares or debentures for sale by certain persons.
63. Interpretation of provisions relating to prospectus.
64. Newspaper advertisement of prospectus.
65. Construction of references to offering shares or debentures to the public, etc.
66. Penalty for fraudulently inducing persons to invest money.
67. Application for, and allotment of, shares and debentures.
68. Restriction as to allotment.
69. Statement in lieu of prospectus.
70. Effect of irregular allotment.
71. Repayment of money received for shares not allotted.
72. Allotment of shares and debentures to be dealt in on stock exchange.
73. Return as to allotments.
74. Limitation of time for issue of certificates.
75. Issue of duplicate certificates.
76. Transfer of shares and debentures.
77. Directors not to refuse transfer of shares.
78. Notice of refusal to transfer.
78 A. Appeal against refusal for registration of transfer.
79. Transfer to successor-in-interest.
80. Transfer to nominee of a deceased member.
81. Transfer by nominee or legal representative.
82. Power to pay certain commissions, and prohibition of payment of other commissions, discounts, etc.
83. Application of premium received on issue of shares.
84. Power to issue shares at a discount.
85. Redemption of preference shares.
86. Further issue of capital.
87. Issue of convertible securities.
88. Deposits not to be invited without issuing an advertisement.
89. Nature of shares and certificate of shares.
90. Classes and kinds of share capital.
91. Only fully paid shares to be issued.
92. Power of company limited by shares to alter its share capital.
93. Notice to registrar of consolidation of share capital, etc.
94. Notice of increase of share capital or of members.
95. Prohibition of purchase or grant of financial assistance by a company for purchase of its own or its holding company's shares.
95 A. Power of a company to purchase its own shares
96. Reduction of share capital
97. Application to Court for confirming order.
98. Addition to name of company of "and reduced".
99. Objection by creditors and settlement of list of objecting creditors.
100. Power to dispense with consent of creditor on security being given for his debt.
101. Order confirming reduction.
102. Registration of order and minute of reduction.
103. Minute to form part of memorandum.
104. Liability of members in respect of reduced shares.
105. Penalty on concealment of name of creditor.
106. Publication of reasons for reduction.
107. Increase and reduction of share capital in case of a company limited by guarantee having a share capital.
108. Variation of shareholders' rights.
109. Registration of unlimited company as limited.
110. Power of unlimited company to provide for reserve share capital on re-registration.
111. Limited company may have directors with unlimited liability.
112. Special resolution of limited company making liability of directors unlimited.
113. Right of debenture-holder and shareholder to have copies of trust deed.
114. Debentures not to carry voting rights.
115. Perpetual debentures.
116. Power to re-issue redeemed debentures in certain cases.
117. Specific performance of contract to subscribe for debentures.
118. Payment of certain debts out of assets subject to floating charge in priority to claims under the charge.
119. Powers and liabilities of trustee.
120. Issue of PTCs and Term Capital.
121. Certain mortgages and charges to be void if not registered.
122. Registration of charges on properties acquired subject to charge.
123. Particulars in case of series of debentures entitling holders pari passu.
124. Particulars in case of commission, etc., on debentures.
125. Register of mortgages and charges.
126. Index to register of mortgages and charges.
127. Certificate of registration.
128. Endorsement of certificate of registration on debenture or certificate of debentures stock.
129. Duty of company and right of interested party as regards registration.
130. Copy of instrument creating mortgage or charge to be kept at registered office
131. Rectification of register of mortgages.
132. Registration of payment or satisfaction of mortgages and charges.
133. Power of registrar to make entries of satisfaction and release in absence of intimation from company.
134. Penalties.
135. Company's register of mortgages.
136. Right to inspect copies of instruments creating mortgages and charges and company's register of mortgages.
137. Registration of appointment of receiver or manager.
138. Filing of accounts of receiver or manager.
139. Disqualification for appointment as receiver or manager.
140. Application to Court.
141. Power of Court to fix remuneration, etc., of receiver or manager.
142. Registered office of company.
143. Publication of name by a limited company.
144. Penalties for non publication of name.
145. Publication of authorised as well as paid-up capital.
146. Restrictions on commencement of business.
147. Register of members and index.
148. Trusts not to be entered on register.
149. Register and index of debenture holders.
150. Inspection of registers.
151. Power to close register.
152. Power of Court to rectify register.
153. Punishment for fraudulent entries in and omission from register.
154. Notice to registrar of rectification of register.
155. Register to be evidence.
156. Annual list of members, etc.
157. Statutory meeting of company.
158. Annual general meeting.
159. Calling of extraordinary general meeting.
160. Provisions as to meetings and votes.
160 A. Circumstances in which proceedings of a general meeting may be declared invalid.
161. Proxies.
162. Representation of corporations at meetings of companies and of creditors.
163. Representation of Federal Government, etc, at meetings of companies
164. Notice of resolution.
165. Voting to be by show of hands in first instance.







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